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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __ TO ___
COMMISSION FILE NUMBER 0-020992
INSIGHTFUL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-2842217
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1700 WESTLAKE AVENUE NORTH, SUITE 500, SEATTLE, WASHINGTON 98109-3044
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(206) 283-8802
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS)
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 [X] No [ ]
Indicate by check mark whether registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares outstanding of the Registrant's Common Stock, $0.01
par value, was 11,434,519 as of May 1, 2003.
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TABLE OF CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 1
Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002 2
Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 3
Notes to Consolidated Financial Statements 4
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 21
ITEM 4. Controls and Procedures 22
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 23
ITEM 2. Changes in Securities and Use of Proceeds 23
ITEM 4. Submission of Matters to a Vote of Security Holders 23
ITEM 5. Other Information 23
ITEM 6. Exhibits and Reports on Form 8-K 24
SIGNATURES 25
CERTIFICATIONS 26
Trademarks
Insightful, the Insightful logo, "intelligence from data" and 'human-like
intelligence" are trademarks of Insightful Corporation. S-PLUS, S-PLUS Analytic
Server, StatServer and InFact are registered trademarks of Insightful
Corporation. All other brand names, trademarks or service marks referred to in
the report are the property of their owners.
i
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
INSIGHTFUL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
MARCH 31, DECEMBER 31,
2003 2002
----------- --------------
ASSETS
Current Assets:
Cash and cash equivalents $ 5,979 $ 6,819
Accounts receivable, net 2,332 2,346
Other receivables 875 955
Inventories 161 102
Prepaid expenses 693 204
----------- --------------
Total current assets 10,040 10,426
Property and equipment, net 1,841 2,055
Goodwill 1,229 1,230
Other intangibles, net 226 276
Other assets 49 49
----------- --------------
$ 13,385 $ 14,036
=========== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 128 $ 129
Accounts payable 1,006 1,030
Accrued expenses and other current liabilities 2,210 2,371
Deferred revenue 4,765 4,780
----------- --------------
Total current liabilities 8,109 8,310
Long-term debt, less current portion 257 289
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value-
Authorized-1,000,000 shares
Issued and outstanding-none - -
Common stock, $0.01 par value-
Authorized-20,000,000 shares
Issued and outstanding-11,434,519 and 11,518,277, shares at
March 31, 2003 and December 31, 2002, respectively 114 115
Additional paid-in capital 34,083 34,316
Deferred stock-based compensation (26) (162)
Accumulated deficit (29,235) (28,881)
Cumulative translation adjustment 83 49
----------- --------------
Total stockholders' equity 5,019 5,437
----------- --------------
$ 13,385 $ 14,036
=========== ==============
The accompanying notes are an integral part of these consolidated financial
statements.
1
INSIGHTFUL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------
2003 2002
-------- --------
Revenues:
Software licenses $ 1,790 $ 1,559
Software maintenance 1,663 1,327
Professional services and other 843 1,505
-------- --------
Total revenues 4,296 4,391
-------- --------
Cost of revenues:
Software related 515 447
Professional services and other 710 1,060
-------- --------
Total cost of revenues 1,225 1,507
-------- --------
Gross profit 3,071 2,884
-------- --------
Operating expenses:
Sales and marketing 1,805 1,742
Research and development 1,682 2,026
Less-Funded research (972) (1,254)
-------- --------
Research and development, net 710 772
General and administrative 790 581
Amortization of other intangibles 60 45
-------- --------
Total operating expenses 3,365 3,140
-------- --------
Loss from operations (294) (256)
Interest and other income 15 55
Interest expense (5) (3)
-------- --------
Loss before income taxes (284) (204)
Income tax provision 71 12
-------- --------
Net loss $ (355) $ (216)
======== ========
Basic and diluted net loss per share $ (0.03) $ (0.02)
======== ========
Weighted average number of common shares outstanding - Basic and Diluted 11,399 11,188
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
2
INSIGHTFUL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------
2003 2002
------- -------
Operating activities:
Net loss $ (355) $ (216)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 351 291
Amortization (reversal) of stock-based compensation (131) 45
Currency translation adjustment 34 (51)
Changes in current assets and liabilities:
Accounts and other receivables 94 442
Inventories (59) (57)
Prepaid expenses (490) (465)
Accounts payable (24) (426)
Accrued expenses and other current liabilities (136) (458)
Deferred revenue (15) 125
------- -------
Net cash used in operating activities (731) (770)
------- -------
Investing activities:
Purchases of property and equipment (64) (116)
Decrease (increase) in other assets 30 18
Capitalized patent costs (39) (22)
Net cash used in acquisitions - (176)
------- -------
Net cash used in investing activities (73) (296)
------- -------
Financing activities:
Payments on long-term debt (32) (23)
Cash received on subscription receivable from director - 380
Proceeds from long-term debt - 179
Proceeds from exercise of stock options, employee stock
purchase plan, and cancellation of returned shares (Note 8) (4) 234
------- -------
Net cash provided by (used in) financing activities (36) 770
------- -------
Net cash used in continuing operations (840) (296)
------- -------
Net cash used in discontinued operations - (98)
------- -------
Net decrease in cash and cash equivalents (840) (394)
-------
Cash and cash equivalents, beginning of period 6,819 6,278
------- -------
Cash and cash equivalents, end of period $5,979 $5,884
======= =======
Supplemental disclosure of cash flow information:
Cash paid for:
Interest $ 5 $ 3
======= =======
Income taxes paid, net $ 16 $ 12
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
3
INSIGHTFUL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2003
(1) DESCRIPTION OF BUSINESS
Insightful Corporation and subsidiaries provides enterprises with scalable
data analysis solutions that drive better decisions faster by revealing
patterns, trends and relationships. The company is a leading supplier of
software and services for statistical data mining, business analytics, knowledge
management, and information retrieval enabling clients to gain intelligence from
numerical data, text and images
Insightful's products include InFact(R), Insightful Miner, S-PLUS(R),
StatServer(R), and S-PLUS Analytic Server(R). Insightful's consulting services
provide specialized expertise and proven processes for the design, development
and deployment of *analytical solutions.
Insightful has been delivering data analysis solutions for fifteen years to
companies in financial services, pharmaceuticals, biotechnology,
telecommunications and manufacturing, as well as government and research
institutions.
Headquartered in Seattle, Washington, Insightful has North American offices
in New York City and North Carolina. Insightful's international offices are
located in France, Germany, Switzerland, and the United Kingdom, with
distributors around the world.
(2) SIGNIFICANT ACCOUNTING POLICIES
(a) UNAUDITED INTERIM FINANCIAL INFORMATION
The accompanying unaudited consolidated financial statements have been
prepared by Insightful Corporation (or the "Company") pursuant to accounting
principles generally accepted in the United States and the rules and regulations
of the Securities and Exchange Commission regarding interim financial reporting.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The balance sheet at December 31, 2002 has been derived from audited financial
statements at that date, but does not include all disclosures required by
generally accepted accounting principles for complete financial statements.
These condensed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended December
31, 2002 included in the Company's Annual Report on Form 10-K. The accompanying
consolidated financial statements reflect all adjustments (consisting solely of
normal, recurring adjustments), which, in the opinion of management, are
necessary for a fair presentation of results for the interim periods presented.
The results of operations for the three-month period ended March 31, 2003 are
not necessarily indicative of the results to be expected for the entire fiscal
year or future years.
(b) PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
Insightful and its wholly owned subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation.
(c) REVENUE RECOGNITION
Insightful offers a variety of scalable data analysis software solutions,
maintenance contracts, training and consulting services to its customers.
Insightful records revenue in accordance with Statement of Position (SOP) No.
97-2, Software Revenue Recognition, as amended by SOP No. 98-9, Software Revenue
Recognition, with Respect to Certain Transactions and related interpretations
including Technical Practice Aids. License revenue consists principally of
revenue earned under perpetual software license agreements and is generally
recognized upon shipment of the software, after execution of a non-cancellable
signed license agreement or receipt of a definitive purchase order (when
appropriate), if collection of the resulting receivable is probable, the fee is
fixed or determinable, and vendor-specific objective evidence exists for all
undelivered elements. Revenues under such arrangements, which may include
several different software products and services sold together, are allocated
based on the residual method in accordance with SOP No. 98-9. Under the residual
method, the fair value of the undelivered non-essential elements is deferred
and subsequently recognized when earned. Insightful has established
vendor-specific objective evidence ("VSOE") for professional services, training
and support services. In addition, we have established VSOE for maintenance
related to most of our products. VSOE is based on the price charged when an
element is sold separately or, in case of an element not yet sold separately,
the price established by authorized management, if it is probable that the
4
price, once established, will not change before market introduction. Revenue
from fixed-term licenses sold with maintenance is recognized on a straight-line
basis over the license term if all other aspects of SOP 97-2 are satisfied.
Standard terms for license agreements typically call for payment within 30 days.
Probability of collection is based upon the assessment of the customer's
financial condition through review of their current financial statements or
credit reports. For existing customers, prior payment history is also used to
evaluate probability of collection. Insightful provides for estimated returns at
the time of sale under an unconditional 30 day return policy.
Maintenance revenue is recognized ratably over the term of the related
contracts generally for one year or less. We require our customers to purchase
one-year maintenance contracts on most of our products. Maintenance fees, which
include unspecified product upgrades on a when-and-if available basis, are based
on a percentage of the current list price of the licensed software products as
determined by the price the customer would pay for maintenance renewal.
Maintenance renewals are optional.
Consulting revenues include deployment assistance, project management,
integration with existing customer applications and related services performed
on a time-and-materials basis under separate service arrangements. Revenues from
consulting and training services are recognized as services are performed.
Standard terms for renewal of customer support contracts, consulting services
and training call for payment within 30 days.
Fees from licenses sold together with consulting are generally recognized
upon shipment of the software, provided that the above criteria are met, payment
of the license fees are not dependent upon the performance of the services, and
the consulting services are not essential to the functionality of the licensed
software. If the services are essential to the functionality of the software, or
payment of the license fees is dependent upon the performance of the services,
both the software license and consulting fees are recognized under the
percentage of completion method of contract accounting. If a software product is
sold with other elements, including maintenance, and VSOE for the maintenance
element has not been established, all revenue under the arrangement is
recognized over the maintenance term provided all other revenue recognition
criteria have been met. All sales made through indirect channels including value
added resellers, or VARs, and distributors are accounted for using the
sell-through method.
If the fee is not fixed or determinable, revenue is recognized as payments
become due from the customer. If an acceptance period is required, revenues are
recognized upon the earlier of customer acceptance or the expiration of the
acceptance period.
Amounts received in advance for maintenance agreements are recorded as
deferred revenue on the accompanying consolidated balance sheets.
(d) RECLASSIFICATION OF AMOUNTS
Certain prior year amounts have been reclassified to conform to the current
year presentation. Specifically, amortization of deferred stock-based
compensation expense, which was disclosed as a separate line item in the first
quarter 2002 Form 10-Q, was reclassified to the appropriate functional expense
line items in the accompanying consolidated statements of operations.
(3) GOODWILL AND OTHER INTANGIBLES
Goodwill is not amortized to earnings but is reviewed for impairment on an
annual basis or on an interim basis if circumstances change or if events occur
that reduce the fair value of a reporting unit below its carrying value.
Insightful determines fair value using the market value method or the present
value method of measurement of future cash flows. In assessing the
recoverability of goodwill and other intangible assets, Insightful must make
assumptions regarding estimated future cash flows and other factors to determine
the fair value of the respective assets. Insightful's future cash flows are
based on current volume and pricing levels with anticipated rates of growth and
change. If our estimated future cash flow or their related assumptions were to
change, the company would be required to record impairment charges for these
assets for which the carrying value is not supported by the future cash flows.
Separable intangible assets that do not have indefinite lives will continue to
be amortized over their useful lives.
In the fourth quarter of 2002, we recorded an impairment of goodwill charge
associated with our acquisition of Predict AG. We will continue to evaluate
goodwill for impairment and, should an impairment be indicated, the
corresponding charge will be taken in that period.
(4) FINANCING ARRANGEMENTS
In March 2003, Insightful renewed a $3.5 million working capital revolving
line of credit and security agreement with Silicon Valley Bank (SVB) that is
secured by Insightful's accounts receivable. This facility allows Insightful to
borrow up to the lesser of (a) 75% of its eligible accounts receivable (advances
against US Government accounts will be permitted up to 20% of the amount
outstanding under the line of credit) or (b) $3.5 million and bears interest at
the prime rate, which was 4.25% as of March 31, 2003, plus 1%. At March 31,
2003, no amounts had been borrowed and $1,138,000 was available for future
borrowings under the line of credit facility.
5
In March 2003, Insightful also renewed an equipment term loan and security
agreement with SVB, which provides an additional $750,000 to finance the
purchase of equipment and fixtures. This facility allows Insightful to take
advances on the cost of eligible equipment less than 90 days old and is secured
by the underlying equipment. The advances may be made in two tranches of
$375,000 each, which expire September 27, 2003 and March 27, 2004, respectively,
and bear interest at the prime rate (4.25% as of March 31, 2003) plus 1%.
Interest only is due until the expiration of each tranche period, at which point
monthly payments of principal and interest begin. Advances are repaid over a
42-month period and a 36-month period, for the first and second tranche,
respectively. In 2002, borrowings under this equipment term loan totaled
$450,000 and the outstanding balance at March 31, 2003 was $385,000. At March
31, 2003 $750,000 was available under this facility for future equipment
borrowings.
The line of credit and equipment term loan agreements with SVB require
Insightful to maintain certain financial covenants. Insightful was in compliance
with these covenants at March 31, 2003.
The following are repayments associated with our equipment term loan:
NINE MONTHS
ENDING
DECEMBER
31, YEAR ENDING DECEMBER 31,
--------- ---------------------------------
2003 2004 2005 2006 2007 THEREAFTER TOTAL
--------- -------- -------- ------- ---- ---------- --------
Equipment
term loan $ 96,000 $129,000 $129,000 $31,000 - - $385,000
(5) NET LOSS PER SHARE
Basic net loss per share is calculated using the weighted-average number of
shares of common stock outstanding. Stock issued subject to restrictions are
excluded from the calculation. Diluted net loss per share reflects the dilutive
effect of common stock equivalents (including stock options and warrants),
unless their effect on earnings per share from continuing operations is
anti-dilutive.
(6) OTHER COMPREHENSIVE LOSS
SFAS No. 130, Reporting Comprehensive Income, establishes standards for
reporting and display of comprehensive income and its components in the
financial statements. The only item of other comprehensive loss, which the
Company currently reports, is foreign translation adjustments. Total
comprehensive loss is as follows:
THREE MONTHS ENDED
MARCH 31,
----------------------
2003 2002
---------- ----------
Net loss $(355,000) (216,000)
Change in cumulative translation adjustment 34,000 (48,000)
---------- ----------
Comprehensive loss $(321,000) $(264,000)
========== ==========
(7) SEGMENT REPORTING
SFAS 131, "Disclosures About Segments of an Enterprise and Related
Information," establishes standards for reporting information about operating
segments in annual financial statements. It also establishes standards for
related disclosures about products, services, geographical areas and major
customers. Insightful currently operates in a single business segment related to
statistical analysis, data mining and knowledge access software and services. No
additional disclosure is required.
(8) STOCK-BASED COMPENSATION
A reconciliation of net loss as reported to pro-forma net loss that includes
stock-based employee compensation cost as if the fair value method had been
applied to all option awards is as follows:
6
THREE MONTHS ENDED MARCH 31,
2003 2002
---------- ----------------
Net loss as reported $(355,000) $ (216,000)
Add: Stock-based compensation as reported $(131,000) $ 44,000
Deduct: Stock-based compensation determined under FAS 123 $(205,811) $ (508,000)
---------- ----------------
Pro forma net loss $(691,811) $ (680,000)
========== ================
Basic and diluted net loss per share as reported $ (0.03) $ (0.02)
========== ================
Pro forma basic and diluted net loss per share $ (0.06) $ (0.06)
========== ================
In the first quarter of 2003, $139,000 in deferred stock compensation expense
previously recognized was reversed as a result of the return of restricted
shares issued in the acquisition of Predict AG.
(9) ACQUISITIONS
On January 1, 2002, Insightful completed the acquisition of a data analysis
software business from Graphische Systeme GmbH (GraS), Insightful's former
German distributor. The acquisition provides Insightful with an expanded direct
sales channel in Germany. Consideration for the acquisition was cash of
$157,000. This transaction was accounted for as an asset purchase.
The results of GraS have been included in the operating results of
Insightful since it's acquisition date.
(10) COMMITMENTS AND CONTINGENCIES
On or about December 13, 2002, Wajih Alaiyan, a former Insightful employee,
filed a complaint against the Company in the Superior Court for King County,
Washington. Mr. Alaiyan alleges that his employment was wrongfully terminated,
and he seeks an unspecified amount of damages. The Company denies Mr. Alaiyan's
claim and will vigorously defend the lawsuit. An evaluation of the likelihood
of an adverse outcome cannot be expressed with sufficient certainty at this
time. An unfavorable outcome could have a material effect on our operating
position, results of operations, and cash flows.
On April 24, 2003, an employee of the company was involved in a
multi-vehicle, multiple injury automobile accident while traveling on business
in Virginia. Our automobile liability insurance carrier is handling claims
associated with the incident. We are not able to offer an evaluation of the
likelihood of an adverse outcome that would result in liability beyond the
limits of our insurance policy wuth any certainty at this time.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this report contain forward-looking
statements, which provide our current expectations or forecasts of future
events. Forward-looking statements in this report include, without limitation:
- information concerning possible or assumed future results of
operations, trends in financial results and business plans,
including those relating to earnings growth and revenue growth;
- statements about the level of our costs and operating expenses
relative to our revenues, and about the expected composition of our
revenues;
- statements about expected future sales trends for our products;
- statements about our future capital requirements and the sufficiency
of our cash, cash equivalents, investments and available bank
borrowings to meet these requirements;
- information about the anticipated release dates of new products;
- other statements about our plans, objectives, expectations and
intentions; and
- other statements that are not historical facts.
Words such as "believes," "anticipates" and "intends" may identify
forward-looking statements, but the absence of these words does not necessarily
mean that a statement is not forward-looking. Forward-looking statements are
subject to known and unknown risks and uncertainties and are based on
potentially inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking statements. Our
actual results could differ materially from those anticipated in the
forward-looking statements for many reasons, including the factors described in
the section entitled Important Factors That May Affect Our Business, Our
Operating Results and Our Stock Price in this report. Other factors besides
those described in this report could also affect actual results. You should
carefully consider the factors described in the section entitled Important
Factors That May Affect Our Business, Our Operating Results and Our Stock Price
in evaluating our forward-looking statements.
You should not unduly rely on these forward-looking statements, which speak
only as of the date of this report. We undertake no obligation to publicly
revise any forward-looking statement to reflect circumstances or events after
the date of this report, or to reflect the occurrence of unanticipated events.
You should, however, review the factors and risks we describe in the reports we
file from time to time with the Securities and Exchange Commission, or SEC.
DESCRIPTION OF THE COMPANY
We provide enterprises with scalable data analysis solutions that drive
better decisions faster by revealing patterns, trends and relationships. We are
a leading supplier of software and services for statistical analysis, data
mining and knowledge access enabling clients to gain intelligence from numerical
data, text, and images.
Our products include InFact(R), Insightful Miner, S-PLUS(R), StatServer(R),
and S-PLUS Analytic Server(R). Our consulting services provide specialized
expertise and proven processes for the design, development and deployment of
analytical solutions.
We have been delivering data analysis solutions for fifteen years to
companies in financial services, pharmaceuticals, biotechnology,
telecommunications and manufacturing as well as government and research
institutions.
Headquartered in Seattle, Washington, Insightful has North American offices
in New York and North Carolina. Our international offices are located in France,
Germany, Switzerland, and the United Kingdom, with distributors around the
world.
HISTORY OF OPERATIONS
We were originally incorporated in Massachusetts in October 1984 under the
name Engineering Specific Products Corp. We changed our name to MathSoft, Inc.
in January 1986.
As of December 31, 1999 we operated three divisions consisting of our Data
Analysis Products Division (DAPD), Engineering and Education Products Division
(EEPD), and FreeScholarships.com (FSC). In September 2000, we discontinued
operations of our Internet business, FSC. We sold the operations of our
technical calculation software business, EEPD, to a third party on January 23,
2001. Following the closing of FSC and the sale of EEPD, we relocated our
headquarters from Boston, Massachusetts, to Seattle, Washington, where DAPD was
located.
8
In June 2001, our stockholders voted to change our company name from
MathSoft, Inc. to Insightful Corporation and to change the jurisdiction of
incorporation from Massachusetts to Delaware.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We have based our discussion and analysis of our financial condition and
results of operations upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our critical accounting policies
and estimates, including those related to revenue recognition, bad debts,
intangible assets, restructuring, and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. We believe the
following critical accounting policies affect the more significant judgments and
estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
Revenue recognition rules for software companies are complex and subject to
constant refinement. We follow specific and detailed guidelines in measuring
revenue; however, certain judgments affect the application of our revenue
policy. Revenue results are difficult to predict, and any shortfall in revenue
or delay in recognizing revenue could cause our operating results to vary
significantly from quarter to quarter and could result in future operating
losses.
We record revenue in accordance with Statement of Position, or SOP, No.
97-2, Software Revenue Recognition, as amended by SOP 98-9, Software Revenue
Recognition, with Respect to Certain Transactions, and related interpretations
including Technical Practice Aids. License revenue consists principally of
revenue earned under perpetual software license agreements and is generally
recognized upon shipment of the software if collection of the resulting
receivable is probable, the fee is fixed or determinable, undelivered elements
are not deemed essential, and vendor-specific objective evidence exists for all
undelivered elements. Revenues under such arrangements, which may include
several different software products and services sold together, are allocated
based on the residual method in accordance with SOP 98-9. Under the residual
method, the fair value of the undelivered elements is deferred and subsequently
recognized when earned. We have established vendor-specific objective evidence
for professional services, training and maintenance and support services.
Vendor-specific objective evidence is based on the price charged when an element
is sold separately or, in case of an element not yet sold separately, the price
established by authorized management, if it is probable that the price, once
established, will not change before market introduction. In the event that
vendor-specific objective evidence may not be established for maintenance, and
maintenance is the only remaining element of an arrangement, then all revenue
associated with the arrangement is recognized ratably starting the month after
installation or acceptance, whichever occurs later, to the end of the
maintenance period. Revenue from fixed-term licenses sold with maintenance is
recognized on a straight-line basis over the license term if all other aspects
of SOP 97-2 are satisfied. Standard terms for license agreements call for
payment within 30 days. Probability of collection is based upon the assessment
of the customer's financial condition through the review of their current
financial statements or credit reports. For existing customers, prior payment
history is also used to evaluate probability of collection. We provide for
estimated returns at the time of sale.
We offer maintenance contracts, training and consulting services on certain
of our products. Maintenance revenue is recognized ratably over the term of the
related contracts generally for one year or less. Consulting revenues are
primarily related to implementation services performed on a time-and-materials
basis under separate service arrangements. Revenues from consulting and training
services are recognized as services are performed. Standard terms for renewal of
customer support contracts, consulting services and training call for payment
within 30 days.
Fees from licenses sold together with consulting are generally recognized
upon shipment of the software, provided that the above criteria are met, payment
of the license fees are not dependent upon the performance of the services, and
the consulting services are not essential to the functionality of the licensed
software. If the services are essential to the functionality of the software, or
payment of the license fees are dependent upon the performance of the services,
both the software license and consulting fees are recognized under the
percentage of completion method of contract accounting. All sales made through
indirect channels including value added resellers, or VARs, and distributors are
accounted for using the sell through method.
If the fee is not fixed or determinable, revenue is recognized as payments
become due from the customer. If an acceptance period is required, revenues are
recognized upon the earlier of customer acceptance or the expiration of the
acceptance period.
Amounts received in advance for maintenance agreements are recorded as
deferred revenue on the balance sheets.
Sales Returns
We provide an estimated returns and allowances reserve for return rights at
the time of sale. We offer our customers a 30-day return policy on all of our
products. Refunds are provided to customers upon return to us of the complete
product package, including all original materials, CD-ROM or other media. Our
provision for sales returns is estimated based on historical returns experience
and our judgment of future return risk.
9
Bad Debts
We are required to estimate the collectibility of our trade receivables. A
considerable amount of judgment is required when we assess the ultimate
realization of receivables including assessing the aging of the amounts and
reviewing the current credit-worthiness of each customer. Customer credit
worthiness is subject to many business and finance risks facing each customer
and is subject to sudden changes.
Impairment of Goodwill and Other Long Lived Assets
We periodically evaluate acquired businesses for potential impairment
indicators. Our judgments regarding the existence of impairment indicators are
based on legal factors, market conditions and operational performance of our
acquired businesses. Future events could cause us to conclude that impairment
indicators exist and that goodwill associated with our acquired business is
impaired.
Goodwill represents the excess of the purchase price over the fair value of
net tangible assets acquired. Before 2002, we amortized goodwill and other
intangibles on a straight-line basis over lives ranging from two to five years.
With required adoption of SFAS No. 142, "Goodwill and Other Intangible Assets,"
beginning January 1, 2002, we no longer amortize goodwill and other intangibles
with indefinite lives to earnings. Instead goodwill will be reviewed for
impairment on an annual basis or on an interim basis if circumstances change or
if events occur that reduce the fair value of a reporting unit below its
carrying value. Impairment losses will be charged to earnings in the period in
which they are identified. Separable intangible assets that do not have
indefinite lives will continue to be amortized over their useful lives.
In the fourth quarter of 2002, we recorded an impairment of goodwill charge
associated with our acquisition of Predict AG. We will continue to evaluate
goodwill for impairment and, should an impairment be indicated, the
corresponding charge will be taken in that period.
Contingencies
We are engaged in legal actions arising in the ordinary course of business.
We are required to assess the likelihood of any adverse judgments or outcomes to
these matters as well as potential ranges of possible losses. A determination of
the amount of reserves required, if any, for these contingencies are made after
careful analysis of each individual matter. The required reserves, if any, may
change in the future due to new developments in each matter or changes in
approach, such as a change in settlement strategy for a particular matter.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
REVENUES
Total revenues, which consist of software license, subscription,
maintenance and service revenues, were $4,296,000 for the three months ended
March 31, 2003, and $4,391,000 for the three months ended March 31, 2002,
representing a decrease of $95,000, or 2% between these periods.
Software licenses accounted for 42% of total revenues and increased 15%
from $1,559,000 for the three months ended March 31, 2002 to $1,790,000 for the
three months ended March 31, 2003. This increase is primarily attributable to
revenues recognized from the amortization of revenue attributable to the InFact
product.
Maintenance revenues accounted for 39% of total revenues and increased 25%
from $1,327,000 for the three months ended March 31, 2002 to $1,663,000 for the
three months ended March 31, 2003. This increase is primarily attributable to
increased renewals of maintenance agreements.
Professional services revenues generated from consulting and training
activities represented 20% of total revenues and decreased 44% from $1,505,000
for the three months ended March 31, 2002 to $843,000 for the three months ended
March 31, 2003. We expect professional services revenues to fluctuate based on
sales of our products, as well as demand associated with implementation of
future product sales, upgrades, enhancements of our products and training
services.
Revenues from international operations were $1,336,000 for the three months
ended March 31, 2003, and $1,377,000 for the three months ended March 31, 2002.
This represents a decrease of $41,000, or 3%, for the three months ended March
31, 2003 over the three months ended March 31, 2002. This decrease resulted
primarily from reduced professional services revenues from our Swiss operations.
10
COST OF REVENUES
Total cost of revenues were $1,225,000 for the three months ended March 31,
2003, and $1,507,000 for the three months ended March 31, 2002, representing a
decrease of $282,000, or 19% between these periods. The decrease in total cost
of revenues for the three-month period ended March 31, 2003 resulted primarily
from actions taken by management in July 2002 to reduce Insightful's cost
structure.
Software-related costs, which consists of royalties for third-party
software, product media, product duplication, manuals and maintenance costs,
remained consistent as a percentage of total software related revenues at 15%
for the three months ended March 31, 2003 and 2002. We are a worldwide licensee
of the "S" programming language from Lucent Technologies Inc. Under the license,
we have the right to use, sublicense and support the "S" programming language in
exchange for royalties, which are included in the cost of software licenses. We
expect that the cost of software licenses will continue to fluctuate modestly in
relation to changes in the overall demand for our license products.
The cost of professional services includes primarily the salaries, and
other operating costs of employees who provide consulting services and product
training. The cost of professional services was $710,000 for the three months
ended March 31, 2003, representing a decrease of 350,000, or 33%, from
$1,060,000 for the three months ended March 31, 2002. The decrease in the cost
of professional services for the three-month period ended March 31, 2003 and
2002 is primarily due to workforce reductions implemented in July 2002 to lower
Insightful's cost structure. We expect the cost of professional services to
remain at a level consistent with the results reported for the three months
ended March 31, 2003, but decrease as a percentage of related revenue if and
when utilization of our existing resources and demand for our services improves.
OPERATING EXPENSES
Sales and marketing expenses consist primarily of salaries, travel,
facility costs for sales and marketing personnel, promotional activities, and
costs of advertising and trade shows. Sales and marketing expenses were
$1,805,000 for the three month period ended March 31, 2003, and $1,742,000 for
the period ended March 31, 2002, representing an increase of $63,000, or 4%
between these periods. This increase primarily reflected increased marketing
expense to better support our sales activities worldwide and were partially
offset by the reversal of $139,000 in deferred stock compensation expense
previously recognized. The reversal of stock compensation expense resulted from
the return of restricted shares issued in the acquisition of Predict AG. We
expect future sales and marketing expense increases for the remainder of 2003
due to increased head count and the one time reversal of deferred stock
compensation expense in the first quarter of 2003. However, we expect sales and
marketing expenses to decrease as a percentage of software revenues if demand
for our products improves.
Net research and development expenses decreased 8% from $772,000 for the
three months ended March 31, 2002 to $710,000 for the three months ended March
31, 2003, and decreased as a percentage of total revenues from 18% to 17% over
the same period. Net research and development expenses consist primarily of
salaries and related benefits, equipment for software developers, facility
costs, and payments to outside contractors, less funded research. Gross research
and development expenses decreased 17% from $2,026,000 for the three months
ended March 31, 2002 to $1,682,000 for the three months ended March 31, 2003.
This decrease was primarily attributable to the workforce reductions implemented
in July 2002. Funded research, which consists primarily of government grants for
research projects, decreased 22% from $1,254,000 for the three months ended
March 31, 2002 to $972,000 for the three months ended March 31, 2003. The
decrease in funded research for the three-month period ended March 31, 2003, is
primarily due to a decrease in research activity due to cost-savings measures.
We expect our gross research and development expenses and our funded research to
continue to fluctuate based on contract awards.
General and administrative expenses, which consist primarily of salaries
and related costs associated with finance, accounting, investor relations,
administration and facilities activities, increased 36% from $581,000 for the
three months ended March 31, 2002 to $790,000 for the three months ended March
31, 2003. The increase is primarily due to increases in insurance, legal and
audit expenses as well as general and administrative expenses associated with
the increasing costs of being a public company. We expect future increases in
general and administrative expenses relating to continuing increases in
insurance, legal, compliance and audit expenses.
Amortization of other intangibles increased from $45,000 for the three
months ended March 31, 2002 to $60,000 for the three months ended March 31,
2003. This increase in amortization expense is attributable to an increase in
capitalized patent costs.
Insightful amortizes deferred stock-based compensation recorded in
connection with the issuance of restricted stock as part of the acquisition of
Predict AG in the third quarter of 2001. The value of the restricted shares is
being amortized over a three-year vesting period using a graded vesting
approach. In the first quarter of 2003, our European General Manager resigned
prior to the expiration of the restriction on his shares. Consequently, these
shares were returned to us and related stock-based compensation expense
recognized in previous periods was reversed resulting in a reduction in sales
and marketing expense of $139,000 for the three months ended March 31, 2003.
Stock compensation expense was $44,000 for the quarter ended March 31, 2002,
including $28,000 classified as sales and marketing and $16,000 classified as
professional services costs or research and development expense.
11
NET OPERATING RESULTS
The net loss from operations for the three months ended March 31, 2003 was
$294,000 compared to an operating loss of $256,000 for the three months ended
March 31, 2002. The first quarter 2003 net operating loss reflects slightly
lower revenues and higher sales and marketing and general and administrative
expenses offset by improved gross profit resulting from a higher percentage of
software-related revenues.
INTEREST AND OTHER INCOME
Total interest and other income was $15,000 for the three months ended
March 31, 2003, and $55,000 for the three months ended March 31, 2002,
representing a decrease of $40,000 or 73%. The decrease in interest and other
income was primarily due to a decrease in cash and cash equivalents upon which
we earn interest as well as a decrease in the prevailing interest rates.
INCOME TAX PROVISION
The increase in the tax provision from $12,000 in the first quarter of 2002
to $71,000 in the first quarter of 2003 was primarily due to income tax
obligations generated in the Company's European operations.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased from $6.8 million at December 31, 2002
to $6.0 million at March 31, 2003. Operating activities resulted in net cash
outflows of $731,000 for the first quarter of 2003 as compared to $770,000 for
the first quarter of 2002. Operating cash outflows for both periods were
primarily the result of a net loss and a large increase in prepaid expenses due
to a royalty payment of $450,000 made annually.
Investing activities resulted in cash outflows of $73,000 for the first
quarter of 2003 and $296,000 for the first quarter of 2002. The first quarter
2003 cash outflow was primarily due to capital expenditures of $64,000 while the
first quarter 2002 cash outflow was primarily the result of capital expenditures
and acquisition-related transaction costs.
Financing activities resulted in cash outflows of $36,000 for the first
quarter of 2003 and a cash inflow of $770,000 in the comparable prior year
quarter. The first quarter 2003 cash outflow was primarily the result of
principal payments on equipment financings. The cash inflows in the comparable
prior year quarter resulted from payment received from a director on
subscriptions receivable, proceeds from stock option exercises and stock
purchases under an employee stock purchase plan, and proceeds from equipment
financings.
In March 2003, Insightful renewed a $3.5 million working capital revolving
line of credit and security agreement with Silicon Valley Bank, or SVB, that is
secured by Insightful's accounts receivable. This facility allows Insightful to
borrow up to the lesser of (a) 75% of its eligible accounts receivable as
determined by SVB's accounts receivable audit (advances against US Government
accounts will be permitted up to 20% of the amount outstanding under the line of
credit) or (b) $3.5 million and bears interest at the prime rate, which was
4.25% as of March 31, 2003, plus 1%. At March 31, 2003, $1,138,000 was available
for future borrowings under the line of credit facility.
In March 2003, Insightful also renewed an equipment term loan and security
agreement with SVB, which provides an additional $750,000 to finance the
purchase of equipment and fixtures. This facility allows Insightful to take
advances on the cost of eligible equipment less than 90 days old and the
advances bear interest at the prime rate, which was 4.25% as of March 31, 2003,
plus 1%. At March 31, 2003, $750,000 was available under the equipment term loan
for future borrowings.
These credit facilities contain covenants that restrict the amount of net
loss we can incur in any quarter. These credit facilities may be utilized to
finance future capital investments, including technology necessary to support
our new product lines and expand Insightful's liquid resources and ability to
maintain an adequate balance of cash-on-hand.
At March 31, 2003, Insightful's principal unused sources of liquidity
consisted of cash and cash equivalents of $6.0 million. Insightful's liquidity
needs are principally for financing of accounts receivable, capital assets,
strategic investments, product development, and flexibility in a dynamic and
competitive operating environment.
The following are our contractual commitments associated with our operating
and equipment financings:
12
NINE MONTHS ENDING
DECEMBER 31, YEAR ENDING DECEMBER 31,
------------------ ----------------------------------------
2003 2004 2005 2006 2007 THEREAFTER TOTAL
------------------ ---------- -------- -------- -------- ---------- ----------
Commitments:
Equipment financings $ 96,000 $ 129,000 $129,000 $ 31,000 $ - $ - $ 385,000
Operating leases 689,000 910,000 164,000 107,000 107,000 40,000 2,037,000
------------------ ---------- -------- -------- -------- ---------- ----------
Total commitments $ 785,000 $1,039,000 $293,000 $158,000 $107,000 $ 40,000 $2,422,000
------------------ ---------- -------- -------- -------- ---------- ----------
As of March 31, 2003 we had net operating loss carryforwards of
approximately $22 million and research and development credit carryforwards of
approximately $3 million. The net operating loss and credit carryforwards will
expire at various dates through 2021, if not used. Under the provisions of the
Internal Revenue Code, substantial changes in our ownership may limit the amount
of net operating loss carryforwards that could be utilized annually in the
future to offset taxable income. A full valuation allowance has been established
in our financial statements to reflect the uncertainty of our ability to use
available tax loss carryforwards and other deferred tax assets.
We believe that our existing cash and cash equivalents, investments and
available bank borrowings will be sufficient to meet our capital requirements
for at least the next 12 months. However, if during that time, we choose to
increase our investment in current or new product and marketing initiatives,
market conditions worsen, or if other unforeseen events should occur, we would
likely deem it necessary to seek additional funds through public or private
equity financing or from other sources in order to fund our operations and
pursue our growth strategy. Any financing we obtain may contain covenants that
restrict our freedom to operate our business or may require us to issue
securities that have rights, preferences or privileges senior to our common
stock and may dilute stockholder ownership interest in Insightful.
BUSINESS OUTLOOK
We provide our customers with useful and innovative software and services
to derive intelligence from the data they collect. Today, organizations collect
far more data, of varied forms, than they actually analyze and meaningfully
apply. The analysis of this data can lead to significant improvements in the
quality and efficacy of products built, marketed, and sold. Furthermore, there
are large amounts of additional information that organizations will collect in
the future to drive higher return on investment. Overall, as recognized by
industry analysts, this implies significant long-term potential for data
analysis companies such as Insightful.
Throughout our history, we have, to varying degrees, tailored our data
analysis solutions to the needs of the following industries: securities and
banking, life sciences, manufacturing, telecommunications, environmental, and
defense/intelligence. We also serve the academic community, though our objective
there is not to drive short-term increased revenues but rather seed for future
commercial sales. The present and future outlook for spending on software
solutions in the industries we serve varies based on macro- and micro-economic
factors. Competition for the reduced software budgets which organizations have
available within these industries has been fierce. In addition, we're seeing
more of our customers explore and adopt open-source data analysis technologies,
instead of purchasing commercial software products. As a result of these factors
and others, our software license and service revenues have declined, despite the
significant returns that our data analysis solutions can provide. To compensate,
we are focusing our resources in on higher-value initiatives in the three
industries that currently account for the majority of our revenues: life
sciences, securities and banking, and defense/intelligence.
To broaden the type of data analysis problems that our products can handle,
we undertook initiatives to expand our portfolio of products beyond statistics
to encompass data mining and knowledge access. As a result, in the first half of
2002, we've augmented S-PLUS(R) with the newly released Insightful Miner and
InFact(R), to address the emerging need to analyze structured (numerical) and
unstructured (linguistic and textual) data sets. Initial sales for these new
products, though encouraging, have not met our objectives.
We will continue to invest in both our existing and new products, as well
as in expanding our sales and marketing efforts, but at slower pace than
historical levels. Looking forward, we expect that our professional services
revenue will remain at its current depressed levels until there is a sustained
economic recovery for IT spending. However, we anticipate that growth will
resume for our software license and maintenance revenues, and will be
predominantly driven by increased resources and efficiency of our sales and
marketing efforts worldwide, and subject to our efficiency in closing deals and
winning new customers for our products.
13
IMPORTANT FACTORS THAT MAY AFFECT OUR BUSINESS, OUR OPERATING RESULTS AND OUR
STOCK PRICE
In addition to the other information in this report, you should consider
the following cautionary factors carefully in evaluating us and our business.
From time to time we may furnish certain "forward-looking" information, as that
term is defined by (i) the Private Securities Litigation Reform Act of 1995, or
the Act, and (ii) in releases made by the SEC. We are making these cautionary
statements pursuant to the provisions of the Act and with the intention of
obtaining the benefits of the "safe harbor" provisions of the Act.
OUR OPERATING RESULTS FLUCTUATE AND COULD FALL BELOW EXPECTATIONS OF SECURITIES
ANALYSTS AND INVESTORS, RESULTING IN A DECREASE IN OUR STOCK PRICE.
Our operating results have varied widely in the past, and we expect that
they could continue to fluctuate in the future. If our operating results for a
particular quarter or year fall below the expectations of securities analysts
and investors, it could result in a decrease in our stock price. Some of the
factors that could affect the amount and timing of our revenues and related
expenses and cause our operating results to fluctuate include:
- our primary reliance on a one product family;
- our ability to penetrate new markets;
- our ability to develop, introduce and market new products on a timely
basis;
- market acceptance of our products;
- our ability to compete in the highly competitive markets;
- our ability to obtain government research contracts;
- our ability to expand our sales and support infrastructure;
- our ability to maintain our relationships with key partners;
- our ability to successfully expand our international operations;
- loss of third-party licenses;
- our inability to protect our intellectual property rights;
- the loss of any of our key employees or management team members; and
- general economic conditions, which may affect our customers'
purchasing decisions;
As a result of these factors, we cannot predict our revenues with
certainty, and future product revenues may differ from historical patterns. It
is particularly difficult to predict the timing or amount of our license
revenues because:
- our sales cycles are lengthy and variable, typically ranging between
two and eight months from our initial contact with a potential
customer;
- for our newest products, we have no history by which to gauge the
sales cycles or acceptance rates;
- a substantial portion of our sales are completed at the end of the
quarter and, as a result, a substantial portion of our license
revenues are recognized in the last days of a quarter;
- the amount of unfulfilled orders for our products at the beginning of
a quarter is typically small; and
- delay of new product releases can result in a customer's decision to
delay execution of a contract or, for contracts that include the new
release as an element of the contract, will result in deferral of
revenue recognition until such release.
Even though our revenues are difficult to predict with certainty, we base
our decisions regarding our operating expenses on anticipated revenue trends.
Many of our expenses are relatively fixed, and we cannot quickly reduce spending
if our revenues are lower than expected. As a result, revenue shortfalls could
result in significantly lower income or greater loss than anticipated for any
given period, which could result in a decrease in our stock price.
14
IF POTENTIAL CUSTOMERS DO NOT CONTINUE TO PURCHASE THE S-PLUS PRODUCT FAMILY,
OUR REVENUES WILL FALL AND WE MAY INCUR MORE LOSSES.
Since the divestiture of our Engineering and Educational Products Division
in January 2001we have relied on a one-product family, the S-PLUS line, for the
success of our business, and license revenues from the S-PLUS product and add-on
modules accounted for nearly all of our license revenues in 2002. We expect
license revenues from the S-PLUS product family to continue to account for a
substantial amount of our future revenues. As a result, factors adversely
affecting the pricing of or demand for the S-PLUS product family, such as
competition or technological change, could dramatically affect our operating
results. If we are unable to successfully deploy current versions of the S-PLUS
product family and to develop, introduce and establish customer acceptance of
new and enhanced versions of the S-PLUS product family, our revenues will fall,
leading to more losses.
IF WE ARE UNABLE TO PENETRATE NEW VERTICAL AND END-USER MARKETS WITH OUR CURRENT
AND FUTURE PRODUCTS, THE GROWTH OF OUR BUSINESS WILL BE LIMITED.
We currently serve a relatively small number of customers in a narrow
market, and we believe that the statistics market we currently serve with the
S-PLUS product family will grow at a slower rate than it has in the past. In
order to grow our business at a satisfactory rate, we will need to expand into
new end-user markets and new vertical markets for our statistics software, and
we must simultaneously develop and sell new products that address these and
other markets. We will need to invest in the expansion of our statistics product
and service offerings beyond the sophisticated statistics user into the business
mainstream, in the expansion of our product and service offerings into new
vertical markets, and in the development of our data mining and knowledge access
products. These simultaneous investments may strain our financial resources and
diffuse management's time and attention. If any of these initiatives fails, or
if we fail to maintain adequate revenues from our traditional business during
the transition to any of these initiatives, our business will not grow and could
fail.
IF WE ARE UNSUCCESSFUL IN THE MARKETING AND SELLING OF OUR NEWEST PRODUCTS,
INFACT AND INSIGHTFUL MINER, OUR REVENUE GROWTH WILL BE LIMITED, OUR REVENUES
WILL FALL AND WE MAY INCUR MORE LOSSES.
We believe that revenues from our new products, InFact and Insightful
Miner, will help offset potential weakness in our core statistics business.
However, we cannot predict the degree to which these new products will achieve
market acceptance or the extent to which they will perform as our customers
expect. If our new products contain defects or errors, or otherwise do not run
as expected, their market acceptance may be delayed or limited, and our
reputation may be damaged. Moreover, InFact and Insightful Miner have price
points that are many times higher than our core statistics products. We cannot
forecast our customers' ability to make such a significant capital expenditure
in this economic climate. If we are unsuccessful in selling InFact and
Insightful Miner, the growth of our business and our revenue will be limited.
MANY POTENTIAL CUSTOMERS ARE NOT YET AWARE OF THE BENEFITS OF DATA MINING AND
KNOWLEDGE ACCESS SOLUTIONS, AND OUR PRODUCTS MAY NOT ACHIEVE MARKET ACCEPTANCE.
The markets for data mining and knowledge access solutions are still
emerging and continued growth in demand for and acceptance of these solutions
remains uncertain. Even if these markets grow, businesses may purchase our
competitors' solutions or develop their own. We intend to spend considerable
resources educating potential customers not only about our solutions but also
about the value of such systems in general. Even with these educational efforts,
however, market acceptance of our solutions may not increase. If our products do
not achieve market acceptance, our results will suffer.
IF WE ARE UNABLE TO COMPETE SUCCESSFULLY IN THE STATISTICS, DATA MINING AND
KNOWLEDGE ACCESS MARKETS, OUR BUSINESS WILL FAIL.
Our S-PLUS product suite targets the statistics market. This market is
highly competitive, fragmented and mature. We face competition in the statistics
market primarily from large enterprise software vendors and our potential
customers' information technology departments. These departments may seek to
develop data analysis solutions that utilize R, an open-source software package
that performs operations similar to the S language that forms the core of
S-PLUS. The dominant competitor in our industry is SAS Institute. Other
companies with which we compete include, but are not limited to, SPSS, Inc.,
StatSoft Inc. and Minitab, Inc. In addition to competition from other
statistical software companies, we also face competition from providers of
software for specific statistical applications.
In the data mining and knowledge access markets, we face competition from
many companies, including SAS Institute, SPSS, IBM, NCR, Autonomy, Verity,
Inxight, ClearForest and Iphrase, many of which are much larger than we are.
With the exception of SAS Institute and SPSS, these competitors do not currently
offer the range of analytical capability that we offer, and as a result are both
competitors and potential partners for our technology.
In addition, as we develop other new products, or attempt to expand our
sales into new vertical and end-user markets, we may begin competing with
companies with whom we have not previously competed. It is also possible that
new competitors will enter the market. An increase in competitive pressures in
our market or our failure to compete effectively may result in pricing
reductions, reduced gross margins and loss of market share. Many of our
competitors have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical, marketing and
other resources than we do. We could also experience competition from companies
in other sectors of the broader market for business intelligence software, like
providers of OLAP (On-Line Analytical Processing), business intelligence and
analytical application software, as well as from companies in other sectors.
15
OUR BUSINESS IS SENSITIVE TO THE RISKS ASSOCIATED WITH GOVERNMENT FUNDING
DECISIONS.
We regularly apply for and are granted research contracts from a variety of
government agencies and funding programs. Over the last three fiscal years,
these contracts have generated an average of $4.7 million per year in offsets to
our research and development expenses. We may not receive new funded research
contracts or any renewals of government-funded projects currently in process.
The personnel and other costs associated with these programs are relatively
fixed in the short run, and a sudden cancellation or non-renewal of a major
funding program or multiple smaller programs would be harmful to our annual
results. A substantial portion of the research grant money we receive is granted
to us based on our status as a small business, the definition of which varies
depending on the individual contract terms. If and when the number of our
employees or the amount of our revenues grow beyond the limits prescribed in any
of these contracts, we will no longer be eligible for such research contracts
and we will have to incur certain research and development expenses without the
benefit of offsets.
Furthermore, a significant portion of our license revenues come from
foreign and domestic government entities, as well as institutions, healthcare
organizations and private businesses that contract with or are funded by
government entities. Government appropriations processes are often slow and
unpredictable and may be affected by factors outside of our control. Reductions
in government expenditures and termination or renegotiation of government-funded
programs or contracts will seriously affect our revenue and operating results.
WE MAY BE UNABLE TO EXPAND OUR SALES ORGANIZATION, WHICH COULD HARM OUR ABILITY
TO EXPAND OUR BUSINESS.
To date, we have sold our desktop products primarily through our telesales
department while we have relied on our field sales force to sell our
server-based solutions and place orders for multiple desktop licenses. We
believe our future revenue growth will depend in large part on recruiting,
training and retaining direct sales personnel, including those whose experience
and qualifications differ from those of our current sales force. Our growth will
further depend on expanding our indirect distribution channels. These indirect
channels include value added resellers, or VARs, distributors, original
equipment manufacturer (OEM) partners, system integrators and consultants. We
have experienced and continue to experience difficulty in recruiting qualified
direct sales personnel and in establishing third-party relationships with VARs,
distributors, OEM partners and systems integrators and consultants. Our efforts
to restructure or expand our sales force may not prove successful and our
ability to retain top sales personnel may be affected, which could reduce our
sales or limit our sales growth. Even if we successfully expand our sales force
and other distribution channels, the expansion may not result in expected
revenue growth.
IF WE ARE UNABLE TO DEVELOP AND MAINTAIN EFFECTIVE LONG-TERM RELATIONSHIPS WITH
OUR KEY PARTNERS, OR IF OUR KEY PARTNERS FAIL TO PERFORM, OUR ABILITY TO SELL
OUR SOLUTION WILL BE LIMITED.
We rely on our existing relationships with a number of key partners,
including management consulting firms, system integrators, VARs, distributors
and third-party technology vendors, that are important to worldwide sales and
marketing of our solutions. We expect an increasing percentage of our revenues
to be derived from sales that arise out of our relationships with these key
partners. In addition, to be successful and to more effectively sell our
products to larger customers, we must develop successful new relationships with
other key partners. These key partners often provide enterprise software,
consulting, implementation and customer support services, and endorse our
solution during the competitive evaluation stage of the sales cycle. Although we
seek to maintain relationships with our key partners, and to develop
relationships with new partners, many of these existing and potential key
partners have similar, and often more established, relationships with our
competitors. These existing and potential partners, many of which have
significantly greater resources than we have, may in the future market software
products that compete with our solution or reduce or discontinue their
relationships with us or their support of our solution.
OUR SALES CYCLE IS VARIABLE, AND SALES DELAYS COULD CAUSE OUR OPERATING RESULTS
TO FLUCTUATE, WHICH COULD CAUSE A DECLINE IN OUR STOCK PRICE.
An enterprise's decision to purchase statistics, data mining and knowledge
access software and services is discretionary, involves a significant commitment
of its resources and is influenced by its budget cycles. Our sales cycles are
long and variable, typically ranging between two and eight months from our
initial contact with a potential customer to the issuance of a purchase order or
signing of a license or services agreement, although the amount of time varies
substantially from customer to customer and occasionally sales require
substantially more time. When economic conditions weaken, sales cycles for
software products and related services tend to lengthen, and as a result, we
experienced longer sales cycles in the past 12 months, and we expect to continue
to experience longer sales cycles over the next several quarters. Sales delays
could cause our operating results to fall below the expectations of securities
analysts or investors, which could result in a decrease in our stock price.
16
IF WE DO NOT EXPAND OUR INTERNATIONAL OPERATIONS AND SUCCESSFULLY OVERCOME THE
RISKS INHERENT IN INTERNATIONAL BUSINESS ACTIVITIES, THE GROWTH OF OUR BUSINESS
WILL BE LIMITED.
To be successful, we must continue to expand our international operations
and enter new international markets. This expansion may be delayed as a result
of operating expense reduction measures and general economic conditions. If we
do expand internationally, it will require significant management attention and
financial resources to successfully translate and localize our software products
to various languages and to develop direct and indirect international sales and
support channels. Even if we successfully translate our software and develop new
channels, we may not be able to maintain or increase international market demand
for our solutions. We, or our VARs or distributors, may be unable to sustain or
increase international revenues from licenses or from consulting and customer
support. In addition, our international sales are subject to the risks inherent
in international business activities, including
- costs of customizing products for foreign countries;
- export and import restrictions, tariffs and other trade barriers;
- the need to comply with multiple, conflicting and changing laws and
regulations;
- reduced protection of intellectual property rights and increased
liability exposure; and
- regional economic, cultural and political conditions, including the
direct and indirect effects of terrorist activity and armed conflict
in countries in which we do business.
Our foreign subsidiaries operate primarily in local currencies, and their
results are translated into U.S. dollars. We do not currently engage in currency
hedging activities, but we may do so in the future. Changes in the value of the
U.S. dollar relative to foreign currencies have not materially affected our
operating results in the past. Our operating results could, however, be
materially harmed if we enter into license or service agreements providing for
significant amounts of foreign currencies with extended payment terms or
extended implementation timeframes if the values of those currencies fall in
relation to the U.S. dollar over the payment period of the agreement.
DELIVERY OF OUR SOLUTION MAY BE DELAYED IF WE CANNOT CONTINUE TO LICENSE
THIRD-PARTY TECHNOLOGY THAT IS IMPORTANT TO THE FUNCTIONALITY OF OUR SOLUTION.
We incorporate into our products software that is licensed to us by
third-party software developers, including Lucent Technologies, from whom we
license the S programming language that forms the core of our S-PLUS product.
Under the license, we have the worldwide, exclusive right, through February
2007, to use, sublicense and support the "S" language in exchange for royalties.
Any modifications, enhancements, adaptations or derivations of the language are
our property. After February 18, 2007, we, at our election, may extend this
license for five-year terms in perpetuity, provided that we continue to comply
with our obligations under the license. A sudden termination of this license
would significantly harm our operations because Lucent Technologies is the sole
licensor of the "S" programming language.
The third-party software currently offered in conjunction with our solution
may become obsolete or incompatible with future versions of our products.
Further, numerous individual and institutional licensors have contributed
software code to S-PLUS in exchange for little or no consideration, and some of
these third parties may choose to revise or revoke their licensing terms with
us. A significant interruption in the supply of this technology could delay our
sales until we can find, license and integrate equivalent technology. This could
take a significant amount of time, perhaps several months, which would cause our
operating results to fall below the expectations of securities analysts or
investors and result in a decrease in our stock price
INTEGRATION OF PAST OR FUTURE ACQUISITIONS MAY BE DIFFICULT AND DISRUPTIVE.
In the past two years we have completed several acquisitions of businesses
with complementary technologies or service offerings. In addition to our
acquisition of Predict AG in Switzerland, we acquired the statistics businesses
of Waratah Corporation in North Carolina, Graphische Systeme GmbH in Germany and
Sigma-Plus SA in France. In the future, we may acquire additional complementary
companies or technologies. Managing these acquisitions has entailed, and may in
the future entail, numerous operational and financial risks and strains,
including
- dilution of stockholders' equity;
- difficulty and cost in combining the operations and personnel of
acquired businesses with our operations and personnel;
- disruption of our ongoing business and diversion of management's time
and attention to integrating or completing the development or
commercialization of any acquired technologies;
17
- impairment of relationships with key customers of acquired businesses
due to changes in management and ownership of the acquired businesses;
- impairment of goodwill arising as a result of completed or future
acquisitions, resulting in a financial loss; and
- inability to retain key employees of any acquired businesses.
If we do not successfully integrate any technologies, products, personnel
or operations of companies that we have acquired or that we may acquire in the
future, our business will be harmed.
WE HAVE INCURRED LOSSES IN RECENT PERIODS, AND MAY CONTINUE TO DO SO, WHICH
COULD CAUSE A DECREASE IN OUR STOCK PRICE.
If we do not return to profitability in future quarters, our stock price
could decrease. We have posted net losses for each fiscal quarter since the
fourth quarter of 2001. As of December 31, 2002, we had an accumulated deficit
of nearly $29 million. In the near-term, we believe our revenues will increase
to a level that is closer to our expected costs and operating expenses, allowing
us to continue to invest in accordance with our strategic priorities. We may
not, however, realize the anticipated revenue increases from our new product and
positioning initiatives in future periods. In addition, we may be unable to
achieve cost savings without adversely affecting our business and operating
results. We may continue to experience losses and negative cash flows in the
near term, even if sales of our products and services continue to grow.
We believe that we may need to significantly increase our sales and
marketing, product development and professional services efforts to expand our
market position and further increase acceptance of our products. We may not be
able to increase our revenues sufficiently to keep pace with these growing
expenditures, if at all, and as a result may be unable to achieve or maintain
profitability in the future.
CONTINUED DECREASES IN SERVICE REVENUES COULD DECREASE OUR TOTAL REVENUES OR
DECREASE OUR GROSS MARGINS, WHICH COULD CAUSE A DECREASE IN OUR STOCK PRICE.
In 2002, our services revenues decreased 23% from the prior year.
Consulting and training (service) revenues represented 26% of our total revenues
for 2002, and we anticipate that service revenues will continue to represent a
significant percentage of total revenues. If we are unable to maintain or
increase our consulting and training revenues, our total revenues may fall.
WE HAVE A LIMITED OPERATING HISTORY UNDER OUR NEW BUSINESS MODEL, NO OPERATING
HISTORY WITH OUR NEW PRODUCTS, AND ARE SUBJECT TO THE RISKS OF NEW ENTERPRISES.
In connection with our divestiture of our Engineering and Educational
Products Division in 2001 we changed our name, headquarters location,
jurisdiction of incorporation, and more significantly, our management team and
business model. Our new business model calls for significant contributions from
our data mining and knowledge access products. Our limited operating history in
these markets makes it difficult to predict how our business will develop.
Accordingly, we face all of the risks and uncertainties encountered by
early-stage companies, such as:
- no history of sustained profitability under our new business model;
- uncertain growth in the market for, and uncertain market acceptance
of, our new solutions;
- the evolving nature of the data mining and knowledge access markets;
- reliance on new and unproven products to maintain our revenue
projections;
- the risk that competition, technological change or evolving customer
preferences could harm sales of our products or services.
OUR WORKFORCE REDUCTIONS AND FINANCIAL PERFORMANCE MAY PLACE ADDITIONAL STRAIN
ON OUR RESOURCES AND MAY HARM THE MORALE AND PERFORMANCE OF OUR PERSONNEL AND
OUR ABILITY TO HIRE NEW PERSONNEL.
In connection with our effort to streamline our operations, reduce costs
and bring our staffing and structure in line with our revenue base, we
restructured our organization with reductions in our workforce by 31 employees
in July 2002. There have been and may continue to be substantial costs
associated with the workforce reduction related to severance and other
employee-related costs, and our restructuring plan may yield unanticipated
consequences, such as attrition beyond our planned reduction in workforce. In
addition, many of the employees who were terminated possessed specific knowledge
or expertise, and that knowledge or expertise may prove to have been important
to our operations. In that case, their absence may create significant
difficulties. Further, the reduction in workforce may reduce employee morale and
may create concern among potential and existing employees about job security at
Insightful, which may lead to difficulty in hiring and increased turnover in our
current workforce. In addition, this headcount reduction may subject us to the
risk of litigation, which could result in substantial costs to us and could
divert management's time and attention away from business operations. Any
further workforce reductions may significantly strain our operational and
financial resources and may result in increasing responsibilities for each of
our management personnel. As a result, our ability to respond to unexpected
challenges may be impaired, and we may be unable to take advantage of new
opportunities.
18
WE MAY BE UNABLE TO OBTAIN THE FUNDING NECESSARY TO SUPPORT THE EXPANSION OF OUR
BUSINESS.
Our future revenues may be insufficient to support the expenses of our
operations and the expansion of our business. We may therefore need additional
equity or debt capital to finance our operations. If we are unable to generate
sufficient cash flow from operations or to obtain funds through additional
financing, we may have to reduce some or all of our development and sales and
marketing efforts and limit the expansion of our business.
We believe that our existing cash and cash equivalents, investments and
available bank borrowings will be sufficient to meet the capital requirements of
our core business for at least the next twelve months. However, if during that
time market conditions worsen, or if other unforeseen events should occur, we
may need additional funds through public or private equity financing or from
other sources in order to fund our operations and pursue our growth strategy. We
have no commitment for additional financing, and we may experience difficulty in
obtaining funding on favorable terms, if at all.
Our credit line and equipment term loan with Silicon Valley Bank contain
covenants that require us to maintain a certain level of net income. In August
2002, we renegotiated these covenants to exclude the restructuring charge we
expected to incur as a result of the July 2002 reduction in our workforce. In
January 2003 we again negotiated a waiver of the covenants to exclude the
impairment charge we expected to incur with respect to our acquisition of
Predict AG in 2001. Any additional financing we obtain may contain covenants
that restrict our freedom to operate our business or may require us to issue
securities that have rights, preferences or privileges senior to our common
stock and may dilute your ownership interest in us.
WORLD EVENTS AND ECONOMIC CONDITIONS COULD ADVERSELY AFFECT OUR REVENUE GROWTH
AND ABILITY TO FORECAST REVENUE.
Our revenue growth and potential for profitability depend on the overall
demand for statistics, data mining and knowledge access software and services.
Because our sales are primarily to corporate customers, our business also
depends on general economic and business conditions. A softening of demand for
computer software caused by the weakened economy, both domestic and
international, has affected our sales and may continue to result in decreased
revenues and growth rates. As a result of the economic downturn, we have also
experienced and may continue to experience difficulties in collecting
outstanding receivables from our customers. In addition, armed conflict in Iraq
and the threat of additional terrorist attacks on the United States may
exacerbate economic, political and other uncertainties, which could adversely
affect our sales and thus our revenue growth.
PRIVACY AND SECURITY CONCERNS MAY LIMIT THE EFFECTIVENESS OF AND REDUCE THE
DEMAND FOR OUR SOLUTION.
The effectiveness of our solution relies on the storage and use of data
collected from various sources, including personal information. The collection
and use of such data by our customers for customer profiling may raise privacy
and security concerns. Our customers generally have implemented security
measures to protect customer data from disclosure or interception by third
parties. However, the security measures may not be effective against all
potential security threats. If a well-publicized breach of customer data
security were to occur, our solution may be perceived as less desirable, which
could limit our revenue growth.
In addition, due to privacy concerns, some Internet commentators, consumer
advocates and governmental or legislative bodies have suggested legislation to
limit the use of customer profiling technologies. The European Union and some
European countries have already adopted some restrictions on the use of customer
profiling data. If major countries or regions adopt legislation or other
restrictions on the use of customer profiling data, our solution would be less
useful to customers, and our sales could decrease.
IF WE DO NOT RETAIN OUR KEY EMPLOYEES OR MANAGEMENT TEAM, AND INTEGRATE OUR NEW
SENIOR MANAGEMENT PERSONNEL, OUR ABILITY TO EXECUTE OUR BUSINESS STRATEGY WILL
BE LIMITED.
Our future performance will depend largely on the efforts and abilities of
our key technical, sales, customer support and managerial personnel and on our
ability to attract and retain them. In addition, our ability to execute our
business strategy will depend on our ability to recruit additional experienced
senior managers and to retain our existing executive officers. We have in the
past experienced difficulty in hiring qualified technical, sales, customer
support and managerial personnel, and we may be unable to attract and retain
such personnel in the future. In addition, due to competition for qualified
employees, we may be required to increase the level of compensation paid to
existing and new employees, which could materially increase our operating
expenses. Our key employees are not obligated to continue their employment with
us and could leave at any time.
RAPID CHANGES IN TECHNOLOGY COULD RENDER OUR PRODUCTS OBSOLETE OR UNMARKETABLE,
AND WE MAY BE UNABLE TO INTRODUCE NEW PRODUCTS AND SERVICES SUCCESSFULLY AND IN
A TIMELY MANNER.
19
The business software market is characterized by rapid change due to
changing customer needs, rapid technological developments and advances
introduced by competitors. Existing products can become obsolete and
unmarketable when products using new technologies are introduced and new
industry standards emerge. New technologies, including the rapid growth of the
Internet, could change the way software is sold or delivered. We may also need
to modify our products when third parties change software that we integrate into
our products. As a result, the life cycles of our products are difficult to
estimate.
To be successful, we must continue to enhance our current product line and
develop new products that successfully respond to changing customer needs,
technological developments and competitive product offerings. We may not be able
to successfully develop or license the applications necessary to respond to
these changes, or to integrate new applications with our existing products. We
may not be able to introduce enhancements or new products successfully or in a
timely manner in the future. If we delay release of our products and product
enhancements, or if they fail to achieve market acceptance when released, it
could harm our reputation and our ability to attract and retain customers, and
our revenues may decline. In addition, customers may defer or forego purchases
of our products if we, our competitors or major hardware, systems or software
vendors introduce or announce new products or product enhancements.
WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS, WHICH MAY LIMIT
OUR ABILITY TO COMPETE EFFECTIVELY.
Our success depends in part on our ability to protect our proprietary
rights. To protect our proprietary rights, we rely primarily on a combination of
patent, copyright, trade secret and trademark laws, confidentiality agreements
with employees and third parties and protective contractual provisions such as
those contained in license agreements with consultants, vendors and customers,
although we have not signed these agreements in every case. Despite our efforts
to protect our proprietary rights, unauthorized parties may copy aspects of our
products and obtain and use information that we regard as proprietary.
Generally, our products are not physically copy-protected. In order to retain
exclusive ownership rights to all software developed by us, we license all
software and provide it in executable code only, with contractual restrictions
on copying, disclosure and transferability. As is customary in the industry, we
generally license our products to end-users by use of a 'shrink-wrap' license.
Certain specialized products may utilize a written, signed license agreement
with the customer. The source code for most of our products is protected as a
trade secret and as unpublished copyrighted work. Other parties may breach
confidentiality agreements and other protective contracts we have entered into,
and we may not become aware of, or have adequate remedies in the event of, a
breach. We face additional risk when conducting business in countries that have
poorly developed or inadequately enforced intellectual property laws. While we
are unable to determine the extent to which piracy of our software products
exists, we expect piracy to be a continuing concern, particularly in
international markets and as a result of the growing use of the Internet. In any
event, competitors may independently develop similar or superior technologies or
duplicate the technologies we have developed, which could substantially limit
the value of our intellectual property.
INTELLECTUAL PROPERTY CLAIMS AND LITIGATION COULD SUBJECT US TO SIGNIFICANT
LIABILITY FOR DAMAGES AND RESULT IN INVALIDATION OF OUR PROPRIETARY RIGHTS.
In the future, we may have to resort to litigation to protect our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of the proprietary rights of others. Any litigation,
regardless of its success, would probably be costly and require significant time
and attention of our key management and technical personnel. Although we have
not been sued for intellectual property infringement, we may face infringement
claims from third parties in the future. The software industry has seen frequent
litigation over intellectual property rights, and we expect that participants in
the industry will be increasingly subject to infringement claims as the number
of products, services and competitors grows and the functionality of products
and services overlaps. Infringement litigation could also force us to
- stop or delay selling, incorporating or using products that
incorporate the challenged intellectual property;
- pay damages;
- enter into licensing or royalty agreements, which may be unavailable
on acceptable terms; or
- redesign products or services that incorporate infringing technology,
which we might not be able to do at an acceptable price, in a timely
fashion or at all.
OUR PRODUCTS MAY SUFFER FROM DEFECTS OR ERRORS, WHICH COULD RESULT IN LOSS OF
REVENUES, DELAYED OR LIMITED MARKET ACCEPTANCE OF OUR PRODUCTS, INCREASED COSTS
AND REPUTATIONAL DAMAGE.
Software products as complex as ours frequently contain errors or defects,
especially when first introduced or when new versions are released. Our
customers are particularly sensitive to such defects and errors because of the
importance of accuracy in software used in analyzing data. We have had to delay
commercial release of past versions of our products until software problems were
corrected, and in some cases have provided product updates to correct errors in
released products. Our new products or releases may not be free from errors
after commercial shipments have begun. Any errors that are discovered after
commercial release could result in loss of revenues or delay in market
acceptance, diversion of development resources, damage to our reputation,
increased service and warranty costs or claims against us.
20
In addition, the operation of our products could be compromised as a result
of errors in the third-party software we incorporate into our software. It may
be difficult for us to correct errors in third-party software because that
software is not in our control.
OUR STOCK PRICE MAY BE VOLATILE.
The price of our common stock has been volatile over the past 12 months.
Our common stock reached a high of $3.40 per share on April 19, 2002 and May 3,
2002, and traded as low as $0.66 per share on October 10, 2002. As a result of
fluctuations in the price of our common stock, you may be unable to sell your
shares at or above the price you paid for them. The trading price of our common
stock could be subject to fluctuations for a number of reasons, including
- future announcements concerning us or our competitors;
- actual or anticipated quarterly variations in operating results;
- changes in analysts' earnings projections or recommendations;
- announcements of technological innovations;
- the introduction of new products;
- changes in product pricing policies by us or our competitors;
- loss of key personnel;
- proprietary rights litigation or other litigation; or
- changes in accounting standards that adversely affect our revenues and
earnings.
In addition, stock prices for many technology companies fluctuate widely
for reasons that may be unrelated to operating results of these companies. These
fluctuations, as well as general economic, market and political conditions, such
as national or international currency and stock market volatility, recessions or
military conflicts, may materially and adversely affect the market price of our
common stock, regardless of our operating performance and may expose us to class
action securities litigation which, even if unsuccessful, would be costly to
defend and distracting to management. In the past, following periods of
volatility in the market price of a company's securities, securities class
action litigation has often been instituted against these companies. Litigation
brought against us could result in substantial costs and a diversion of
management's attention and resources, which could have a material adverse effect
on our business, financial condition and operating results.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We develop products in the United States and sell them worldwide. As a
result, our financial results could be affected by factors such as changes in
foreign currency exchange rates or weak economic conditions in foreign markets.
Since our sales are currently priced in U.S. dollars and translated into local
currency amounts, a strengthening of the dollar could make our products less
competitive in foreign markets. We operate in the United Kingdom, Germany,
France and Switzerland and incur expenses denominated in those local currencies.
However, we do not believe that these operating expenses will harm our results
of operations. Interest income and expense are sensitive to changes in the
general level of U.S. interest rates, particularly since the Company's
investments are in short-term instruments. Based on the short term nature and
current levels of our investments and debt, however, we do not believe that
there is any material market risk or exposure.
Our general investing policy is to limit the risk of principal loss and
ensure the safety of invested funds by limiting credit and market risk. We
currently invest in highly liquid money market accounts and short-term
investments. All highly liquid investments with original maturities of three
months or less are considered to be cash equivalents.
21
ITEM 4. CONTROLS AND PROCEDURES
QUARTERLY EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS.
Within the 90 days prior to the date of this Quarterly Report on Form 10-Q, the
company evaluated the effectiveness of the design and operation of its
"disclosure controls and procedures" (Disclosure Controls), and its "internal
controls and procedures for financial reporting" (Internal Controls). This
evaluation (the Controls Evaluation) was done under the supervision and with the
participation of management, including our Chief Executive Officer (CEO) and
Chief Financial Officer (CFO). Rules adopted by the SEC require that in this
section of the Quarterly Report we present the conclusions of the CEO and the
CFO about the effectiveness of our Disclosure Controls and Internal Controls
based on and as of the date of the Controls Evaluation.
CEO AND CFO CERTIFICATIONS. Appearing immediately following the Signatures
section of this Quarterly Report there are two separate forms of
"Certifications" of the CEO and the CFO. The first form of Certification is
required in accord with Section 302 of the Sarbanes-Oxley Act of 2002 (the
Section 302 Certification). This section of the Quarterly Report which you are
currently reading is the information concerning the Controls Evaluation referred
to in the Section 302 Certifications and this information should be read in
conjunction with the Section 302 Certifications for a more complete
understanding of the topics presented.
DISCLOSURE CONTROLS AND INTERNAL CONTROLS. Disclosure Controls are procedures
that are designed with the objective of ensuring that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934
(Exchange Act), such as this Quarterly Report, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's (SEC) rules and forms. Disclosure Controls are also
designed with the objective of ensuring that such information is accumulated and
communicated to our management, including the CEO and CFO, as appropriate to
allow timely decisions regarding required disclosure. Internal Controls are
procedures which are designed with the objective of providing reasonable
assurance that (1) our transactions are properly authorized; (2) our assets are
safeguarded against unauthorized or improper use; and (3) our transactions are
properly recorded and reported, all to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. The company's management,
including the CEO and CFO, does not expect that our Disclosure Controls or our
Internal Controls will prevent all error and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
SCOPE OF THE CONTROLS EVALUATION. The CEO/CFO evaluation of our Disclosure
Controls and our Internal Controls included a review of the controls' objectives
and design, the controls' implementation by the company and the effect of the
controls on the information generated for use in this Quarterly Report. In the
course of the Controls Evaluation, we sought to identify data errors, controls
problems or acts of fraud and to confirm that appropriate corrective action,
including process improvements, were being undertaken. This type of evaluation
will be done on a quarterly basis so that the conclusions concerning controls
effectiveness can be reported in our Quarterly Reports on Form 10-Q and Annual
Report on Form 10-K. Our Internal Controls are also evaluated on an ongoing
basis by personnel in our Finance organization and by our independent auditors
in connection with their audit and review activities. The overall goals of these
various evaluation activities are to monitor our Disclosure Controls and our
Internal Controls and to make modifications as necessary; our intent in this
regard is that the Disclosure Controls and the Internal Controls will be
maintained as dynamic systems that change (including with improvements and
corrections) as conditions warrant.
Among other matters, we sought in our evaluation to determine whether there were
any "significant deficiencies" or "material weaknesses" in the company's
Internal Controls, or whether the company had identified any acts of fraud
involving personnel who have a significant role in the company's Internal
Controls. This information was important both for the Controls Evaluation
generally and because items 5 and 6 in the Section 302 Certifications of the CEO
and CFO require that the CEO and CFO disclose that information to our Board's
Audit Committee and to our independent auditors and to report on related matters
in this section of the Quarterly Report. In the professional auditing
literature, "significant deficiencies" are referred to as "reportable
conditions"; these are control issues that could have a significant adverse
effect on the ability to record, process, summarize and report financial data in
the financial statements. A "material weakness" is defined in the auditing
literature as a particularly serious reportable condition where the internal
control does not reduce to a relatively low level the risk that misstatements
caused by error or fraud may occur in amounts that would be material in relation
to the financial statements and not be detected within a timely period by
employees in the normal course of performing their assigned functions. We also
sought to deal with other controls matters in the Controls Evaluation, and in
each case if a problem was identified, we considered what revision, improvement
and/or correction to make in accord with our on-going procedures.
CONCLUSIONS. Based upon the Controls Evaluation, our CEO and CFO have concluded
that, subject to the limitations noted above, our Disclosure Controls are
effective to ensure that material information relating to Insightful and its
consolidated subsidiaries is made known to management, including the CEO and
CFO, particularly during the period when our periodic reports are being
prepared, and that our Internal Controls are effective to provide reasonable
assurance that our financial statements are fairly presented in conformity with
generally accepted accounting principles.
22
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On or about December 13, 2002, Wajih Alaiyan, a former employee of ours, filed a
complaint against us in the Superior Court for King County, Washington. Mr.
Alaiyan alleges that his employment was wrongfully terminated, and he seeks an
unspecified amount of damages. We deny Mr. Alaiyan's claim and will vigorously
defend the lawsuit. An evaluation of the likelihood of an adverse outcome
cannot be expressed with sufficient certainty at this time.
On April 24, 2003, an employee of the company was involved in a multi-vehicle,
multiple injury automobile accident while traveling on business in Virginia. Our
automobile liability insurance carrier is handling claims associated with the
incident. We are not able to offer an evaluation of the likelihood of an adverse
outcome that would result in liability beyond the limits of our insurance policy
with any certainty at this time.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
23
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Amended and Restated Certificate of Incorporation of the Registrant (A)
3.2 Amended and Restated Bylaws of the Registrant (A)
10.1 Amendment No. 1 to Loan and Security Agreement, dated March 28,
2003, by and between Insightful Corporation and Silicon Valley Bank (B)
99.1 Certification of Financial Statements by Chief Executive Officer of
Insightful Corporation as Required by Section 906 of Sarbanes-Oxley Act
of 2002 (B)
99.2 Certification of Financial Statements by Chief Financial Officer of
Insightful Corporation as Required by Section 906 of Sarbanes-Oxley Act
of 2002 (B)
- -----------
(A) Incorporated by reference to the designated exhibit included with
Insightful's Quarterly Report on Form 10-Q (No. 0-020992) for the period
ended September 30, 2001, filed on November 14, 2001.
(B) Filed herewith.
(b) Reports on Form 8-K.
On January 21, 2003, we filed a Current Report on Form 8-K dated January
17, 2003 announcing preliminary guidance for fourth quarter 2002 results.
On April 24, 2003, we filed a Current Report on Form 8-K dated April 24,
2003 containing a press release announcing first quarter 2003 results.
24
SIGNATURES
Pursuant to the requirements 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.
May 12, 2003 INSIGHTFUL CORPORATION
By: /s/ Shawn F. Javid
--------------------------------------------
Shawn F. Javid
President and Chief Executive Officer
(Principal Executive Officer)
May 12, 2003 INSIGHTFUL CORPORATION
By: /s/ Fred Schapelhouman
--------------------------------------------
Fred Schapelhouman
Chief Financial Officer
(Principal Financial and Accounting Officer)
25
QUARTERLY CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Shawn F. Javid, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Insightful
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 12, 2003 By: /s/ Shawn F. Javid
-------------- -------------------------------------
Shawn F. Javid
President and Chief Executive Officer
26
QUARTERLY CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Fred Schapelhouman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Insightful
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 12, 2003 By: /s/ Fred Schapelhouman
-------------- -------------------------------------
Fred Schapelhouman
Chief Financial Officer
27
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Amended and Restated Certificate of Incorporation of the Registrant
3.2 Amended and Restated Bylaws of the Registrant
10.1 Amendment No. 1 to Loan and Security Agreement, dated March 28,
2003, by and between Insightful Corporation and Silicon Valley Bank
99.1 Certification of Financial Statements by Chief Executive Officer of
Insightful Corporation as Required by Section 906 of Sarbanes-Oxley Act
of 2002
99.2 Certification of Financial Statements by Chief Financial Officer of
Insightful Corporation as Required by Section 906 of Sarbanes-Oxley Act
of 2002
- -----------
28