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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
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 0-27030
INFINIUM SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2734036
(State or other jurisdiction of
incorporation or organization) (IRS Employer Identification No.)
25 COMMUNICATIONS WAY, HYANNIS, MA 02601
(Address of principal executive office) (Zip Code)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 778-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.01
(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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
registrant based upon the closing price of such stock as reported on the Nasdaq
National Market on December 11, 2000, was $32,209,165.
As of December 11, 2000, 12,883,365 shares of the registrant's Common Stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Specifically identified information in the registrant's definitive proxy
statement for its Annual Meeting of Stockholders which is currently expected to
be held on February 9, 2000, to be filed pursuant to Regulation 14A is
incorporated by reference into Part III of this Form 10-K. Portions of the
registrant's 2000 Annual Report to Stockholders for the fiscal year ended
September 30, 2000 are incorporated by reference into Parts I and II hereof.
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PART I
ITEM 1. BUSINESS
All statements contained herein that are not historical facts, including
but not limited to, statements regarding anticipated future capital
requirements, the Company's future development plans, the Company's ability to
obtain debt, equity or other financing, and the Company's ability to generate
cash from operations, are based on current expectations. These statements are
forward looking in nature and involve a number of risks and uncertainties, as
more fully described herein and under "Factors Affecting Future Performance" in
the 2000 Annual Report to stockholders incorporated by reference herein, and are
made pursuant to the Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from those described in the forward-looking
statements.
OVERVIEW
Infinium Software, Inc. (the Company or Infinium) develops, markets and
supports enterprise-level business software applications for organizations with
revenues generally in the range of $25 million to $20 billion. The Company's
software products automate the financial management, human resource management
and materials management functions of organizations in a broad range of
industries worldwide. The Company also offers a specialized manufacturing system
designed to manage process-manufacturing operations. The Company offers products
that are designed for IBM's AS/400 computers and for Microsoft Windows NT
servers. In addition to different operating systems, the Company's products can
be deployed in a number of different networking environments including Local
Area Networks, Wide Area Networks, intranets and the Internet. During fiscal
2000, the Company entered into the application service provider (ASP) market,
including the opening of its full-service, carrier-class ASP enterprise solution
hosting center. The Company's ASP offerings are designed to enable Infinium's
customers to quickly and easily access Infinium's business critical applications
over the Internet or through a dedicated connection without the associated costs
of owning, managing and supporting the applications and their back-office
infrastructure.
Also during fiscal year 2000, the Company acquired Dexton Information
Systems (Dexton), a supplier of Web-based customer relationship management (CRM)
solutions. By acquiring Dexton, the Company enhances its enterprise business
solutions and ASP offerings by providing its customers with an end-to-end
solution that tightly integrates a strategic, highly sophisticated, and
customizable front-office CRM solution with the Company's financial, human
resources, supply management, process manufacturing and business intelligence
solutions, as well as other applications.
The Company's revenue is primarily derived from two sources: software
license fees and services revenue. Software license fees include revenue from
non-cancelable software license agreements entered into between the Company and
its customers with respect to both the Company's products and third party
products marketed and/or distributed by the Company. The Company's service
revenue is comprised of software maintenance fees, fees for consulting and
training services and fees for ASP related services. Maintenance revenue is
recognized ratably over the maintenance period. Consulting service revenue is
recognized as the services are performed. ASP setup and subscription fees are
recognized ratably over the expected life of the customer relationship.
FINANCIAL INFORMATION ABOUT SEGMENTS AND GEOGRAPHIC AREAS
Financial information concerning the Company's operating segments and
geographic areas in summarized in Note 15 to the consolidated financial
statements in the Company's 2000 Annual Report to stockholders, which
information is incorporated herein by reference.
PRODUCTS
Infinium offers enterprise-level business software applications designed to
automate back-office operations of its customers. The Company's products can
function as stand-alone applications or as integrated suites of applications and
may be integrated with products from other vendors. The Company's products are
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designed to provide users significant functionality as well as the flexibility
and ease of use of network centric computing, while retaining low cost of
ownership.
AS/400 PRODUCT LINE
The AS/400 product suites and included applications currently offered by
Infinium are as follows:
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FINANCIAL MANAGEMENT HUMAN RESOURCES/PAYROLL
General Ledger Payroll
Payables Ledger Human Resources
Accounts Receivable Flexible Benefits
Fixed Assets Training Administration
Currency Management Occupational Health
Global Taxation
Project Accounting
CUSTOMER RESOURCE MANAGEMENT PROCESS MANUFACTURING
Regulatory Management
MATERIALS MANAGEMENT Formula Management
Purchase Management Advanced Planning
Inventory Control Manufacturing Control
Order Processing Laboratory Analysis
</TABLE>
The Company's Financial Management and Human Resources/Payroll products
provide icon-based user access to the underlying accounting, statistical and
performance data through graphical "drag and drop" operations. The Company's
primary Financial Management applications are currently available in English,
French, German, Dutch and Spanish versions for multi-national and international
businesses. While the Company offers versions of its Human Resources systems for
use around the world, the Payroll system is localized and currently available
for use in the United States, Canada, United Kingdom, Australia, New Zealand,
Spain, Sweden, Indonesia, Malaysia, Philippines, and Thailand.
The Company's Materials Management products are targeted mainly to
non-manufacturing businesses, such as service organizations, hospitals, hotels,
transportation companies and utilities. These products integrate closely with
the Financial Management product line, and are often considered an extension of
the core financial applications. The Company's Process Manufacturing products
cover a full range of formula-based process manufacturing operations. These
products are fully integrated with the Company's Financial Management product
line.
The Company's eBusiness extensions allow Infinium customers to extend
application functionality to their employees, customers, partners and suppliers
through the Internet or their internal intranet. For example, employees can be
provided secure access to their personnel information via the Internet/intranet.
Infinium eBusiness extensions utilize IBM's Lotus Domino technology, running on
the AS/400 or other supported Domino platforms, to extend the functionality of
Infinium products to connect employees, customers, partners and suppliers to
manage relationships, lower transaction costs and optimize business practices.
In fiscal 2000, the Company acquired Dexton Information Systems, a supplier
of Web-based CRM solutions. The Company's CRM solution is a fully integrated,
highly flexible, Web-enabled solution that supports business relationship
management, sales and marketing, and support services with a single, central
market database, current market overview, and significant integration potential.
NT PRODUCT LINE
The Company offers a comprehensive human resources management system (HRMS)
developed for Microsoft's Windows NT operating system called Infinium Advantage
HRMS. This product suite includes
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two applications, a payroll and a human resources information system. The
Infinium Advantage Payroll system is designed to easily manage the most complex
payroll requirements, including job-based pay, cash and non-cash compensation
processing, multi-state taxing issues, retroactive pay, and non-standard pay
cycles. The payroll system features user-defined, rules-based processing
capabilities, allowing users to customize the system for their unique
requirements without the need for custom programming or Information Systems
department support. The Infinium Advantage HRMS system is designed to be a
proactive personnel, benefits and applicant management tool. In addition to
industry standard functionality, the human resources application incorporates
many innovative and useful features such as date sensitive changes, user defined
events, flagging, benefits administration and COBRA administration.
The Infinium Advantage HRMS and Payroll systems can be utilized either as
separate applications or as an integrated suite. The systems utilize Microsoft
SQL server database management systems.
In September 1999, the Company decided to discontinue development of other
systems developed for the Microsoft Windows NT operating system, Infinium
Financials and Infinium Human Resources. The Company discontinued all
maintenance and consulting services for these products in November 2000.
APPLICATION SERVICE PROVIDER
In the second quarter of fiscal 2000, Infinium began offering application
service provider (ASP) services. The ASP offerings are designed to enable
Infinium's customers to quickly and easily access Infinium's business
applications over the Web or via a direct connection, without the associated
costs of owning, managing and supporting the applications and their computing
infrastructure. Additionally, Infinium plans to provide other value-added
services, such as application consulting and customization, to its customers via
the Web.
CUSTOMER SUPPORT AND PRODUCT MAINTENANCE
The Company believes that providing a high level of support to its
customers is a critical requirement for customer satisfaction and the long-term
success of the Company. The Company believes that it has established a strong
history of responsiveness to customer requirements and a high level of support,
which has resulted in a loyal customer base. As of September 30, 2000, the
Company had 70 employees in its customer support operations.
The Company provides product updates and enhancements and customer support
services under an annual maintenance arrangement offered to its customers.
Initial maintenance fees are typically based on a percentage of the list price
of the licensed software products. The renewal rate for annual maintenance
agreements with customers for the Company's products has been in excess of 85%
for each of the previous three fiscal years.
The Company's primary customer support center is located at the Company's
headquarters in Hyannis, Massachusetts. The Company also maintains support
operations in Bend, Oregon, and in its United Kingdom, Netherlands and Singapore
offices, servicing customers outside North America. In December 1999, Infinium
announced the completion of the acquisition of iTsoft. Located in Malaysia,
iTsoft has been marketing and supporting Infinium's software applications since
1995. This operation, now known as Infinium Malaysia, augments Infinium's
customer support capabilities in the Pacific Rim.
Infinium also supports its customers in markets where it does not have a
direct presence, such as Argentina and Thailand, through authorized
distributors.
In addition to telephone support, the Company also offers an electronic
support capability, called "Web Link," which is accessible over the Internet. It
provides customers access to product release information, product bulletins and
updates, tip and technique information, and ordinary customer support dialogues,
24 hours per day, 7 days per week.
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CONSULTING AND EDUCATION SERVICES
Infinium's consulting services organization provides fee-based services,
including implementation assistance, project management, application extension
or customization, integration with existing customer applications and similar
services to the Company's customers. The Company also trains and certifies
third-party organizations, such as consulting firms and system integrators, to
complement the Company's own service operation. The Company has developed an
implementation methodology, called the ROI Methodology, designed for rapid
implementation of the Company's solutions. The objective of the methodology is
to provide a proven implementation roadmap that, together with the Company's
business know-how and expertise, facilitates a rapid implementation,
accelerating an organization's return on its software investment. The Company
believes that it is able to differentiate itself on the service level, the speed
of implementation and the quality of personnel that it provides to customers
during the implementation cycle. The Company had 111 employees in its consulting
services organization as of September 30, 2000.
The Company offers a comprehensive series of fee-based training courses to
its customers. Courses can be taken at the Company's headquarters in Hyannis,
Massachusetts, or at regional training centers in the Atlanta; Boston; Chicago;
Los Angeles; Bend, Oregon; London; and Toronto metropolitan areas. Course
offerings can also be delivered at a customer's site.
CUSTOMERS
The Company's products are used by more than 1,800 customers in a wide
range of industries. No single customer accounted for 10% or more of revenue in
fiscal years 1998, 1999 or 2000.
SALES AND MARKETING
The Company offers its products and services through direct sales and
business partner channels throughout the world.
Regional sales and consulting services offices are located in the Atlanta;
Boston; Chicago; Los Angeles; Bend, Oregon; London; Toronto; Singapore, and
Gouda, Netherlands metropolitan areas. In addition, the Company has authorized
resellers that license Infinium applications directly to customers. The Company
also has a telesales operation that markets training and consulting services to
the Company's existing customer base. The Company conducts comprehensive
marketing programs that include advertising, direct mail, telemarketing,
seminars, public relations, trade shows and customer relations. The Company's
sales and marketing organizations consisted of 138 employees as of September 30,
2000.
PRODUCT DEVELOPMENT
The Company devotes substantial resources to research and development in
order to enhance and maintain the competitiveness of its products. In addition
to product enhancements, the Company is currently developing a new user
interface designed to allow customers to access and utilize Infinium software
offerings over the Internet within popular Internet browsers.
The Company maintains multiple research and development operations, located
in the Hyannis, Massachusetts; Boston, Massachusetts; London, England; Bend,
Oregon; Paris, France, and Gouda, Netherlands greater metropolitan areas. In
addition, the Company uses outsourcing relationships to supplement its internal
development resources. As of September 30, 2000, the Company had 131 employees
in its research and development operations, exclusive of contractors and
consultants. The Company's research and development spending was approximately
$24.2 million, $24.9 million and $22.9 million for the fiscal years ended
September 30, 1998, 1999 and 2000, respectively.
ALLIANCE PROGRAM
The Company has a comprehensive Alliance Program with more than 60
consulting, sales, software, and platform partners supporting the Company's
Human Resources and Financial product lines throughout the world. Through this
program, the Company seeks to expand its sales channels as well as technology,
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interoperability and support. The Infinium Alliance Program consists of four
categories of partners: Consulting Alliance Partners, Sales Alliance Partners,
Software Alliance Partners, and Platform Alliance Partners. The Company is
actively seeking to expand its Alliance Program in every category. Alliance
members are supported with joint marketing and sales initiatives, trade show
opportunities, as well as technology development, training and integration
resources.
COMPETITION
The business applications software market is highly competitive and rapidly
changing. A number of companies offer products similar to the Company's products
and target the same customers as the Company. In addition, a number of companies
are planning to offer products over the Internet that will compete with the
Company's products. The Company believes its ability to compete depends upon
many factors within and outside its control, including the timely development
and introduction of new products and product enhancements, product
functionality, performance, price, reliability, customer service and support,
sales and marketing efforts and product distribution. The Company believes that
it competes favorably on the basis of each of these factors.
The Company's primary competitors are presently J.D. Edwards & Company,
Lawson Software, and PeopleSoft. The Company believes, however, that competition
in its industry is undergoing rapid change and that the barriers to competition
between market segments that have previously existed are decreasing. Due to the
relatively low barriers to entry in the software market, the Company expects
additional competition from these and other emerging companies in the
client/server business application software market as well as from companies in
the expanding Internet business applications market that the Company entered
into in 2000. Many of the Company's existing and potential competitors are
substantially larger than the Company and have significantly greater financial,
technical and marketing resources and have established extensive direct and
indirect channels of distribution. As a result, they may be able to respond more
quickly to new or emerging technologies and changes in customer requirements, or
to devote greater resources to the development, promotion and sale of their
products than the Company. The Company also expects that competition will
increase as a result of software industry consolidation. In addition, current
and potential competitors have established or may establish cooperative
relationships among themselves or prospective customers. Accordingly, it is
possible that new competitors or alliances among competitors may emerge and
rapidly acquire significant market share. Increased competition may result in
price reductions, reduced gross margins and loss of market share, any of which
could have a material adverse effect on the Company's business, results of
operations and financial condition. There can be no assurance that the Company
will be able to compete successfully against current or future competitors or
that competitive pressure will not have a material adverse effect on the
Company's business, operating results and financial condition.
INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS AND LICENSES
The Company regards certain features of its internal operations, software
and documentation as confidential and proprietary, and relies on a combination
of contract, copyright, trademark and trade secret laws and other measures to
protect its proprietary intellectual property. The Company has no patents, and
existing copyright laws afford only limited protection. The Company believes
that, because of the rapid rate of technological change in the computer software
industry, trade secret and copyright protection are less significant than
factors such as the knowledge, ability and experience of the Company's
employees, frequent product enhancements and the timeliness and quality of
support services.
The Company provides its products to customers under non-exclusive,
nontransferable licenses. The Company generally licenses its products solely for
the customer's internal operations and only on designated computers. In certain
circumstances, the Company makes available enterprise-wide licenses. The Company
provides source code to its customers for certain of its products and has
escrowed its source code for the benefit of all customers. The provision of
source code may increase the likelihood of misappropriation or other misuse of
the Company's intellectual property.
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The Company licenses software from third parties for use with its products.
The Company believes that no such license agreement to which it is presently a
party is material and that if any such license agreement were to terminate for
any reason, the Company would be able to obtain a license or otherwise acquire
other comparable technology or software on terms that would not be materially
adverse to the Company.
EMPLOYEES
As of September 30, 2000, the Company had 541 full-time-equivalent
employees, including 138 in sales and marketing, 131 in product development, 181
in customer support and field services and 91 in administration. The Company's
success will depend in large part upon its ability to continue to attract and
retain qualified employees. None of the Company's employees is represented by a
labor union or is subject to a collective bargaining agreement. The Company
believes that its relations with its employees are good.
ITEM 2. PROPERTIES
The Company is headquartered in Hyannis, Massachusetts, where it leases an
aggregate of 65,000 square feet of space. Administrative, marketing, product
development and customer support operations are located in the Hyannis space.
The Company also leases 65,000 square feet of space in Marlborough,
Massachusetts for its Application Services Provider operations. In addition to
these facilities, the Company leases 30,900 square feet of space in Lexington,
Massachusetts and 13,500 square feet of space in the London, England area, both
of which are shared for product development, marketing, sales and consulting
services. The Paris, France office is used for product development operations
and contains 1,075 square feet. The Company also leases offices in the
Netherlands and Belgium which are 6,400 and 900 square feet respectively. The
Netherlands office is used for sales, marketing, development and consulting
services, and the Belgium office is used as a sales facility. In addition, the
Company leases an aggregate of 64,825 square feet predominately for use by field
operations located in the Atlanta, Chicago, Houston, Irvine, Toronto, Las Vegas,
Malaysia and Singapore areas. Office facilities and suites are also being leased
for field representatives throughout various locations in North America
aggregating 2,000 square feet. The Infinium Advantage Unit is located in Bend,
Oregon, in which the Company leases 16,000 square feet of space for support,
field operations, training, marketing, and administration for the Company's
Infinium Advantage product. The Company believes that its existing facilities
are adequate to meet current needs and that suitable additional space will be
available as needed to accommodate any further physical expansion of corporate
operations and for additional sales and service field offices.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. The Company
believes that it is not a party to any material legal proceedings which,
individually or in the aggregate, would have a material adverse effect on the
Company's results of operations or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Company
during the fourth quarter of the fiscal year ended September 30, 2000, through
the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item may be found in the section captioned
"Stock Information" appearing in the 2000 Annual Report to Stockholders, and is
incorporated herein by reference.
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ITEM 6. SELECTED FINANCIAL DATA
The information required by this item may be found in the section captioned
"Selected Financial Data" appearing in the 2000 Annual Report to Stockholders,
and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item may be found in the section captioned
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing in the 2000 Annual Report to Stockholders, and is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item may be found in the section captioned
"Quantitative and Qualitative Disclosures About Market Risk" appearing in the
2000 Annual Report to Stockholders, and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information with respect to this item may be found in the 2000 Annual
Report to Stockholders, and is incorporated herein by reference and indexed by
reference under Item 14(a)(1) and (2) below.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants on
accounting or financial disclosure matters.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to the directors of the
Company is hereby incorporated by reference to the information contained under
the heading "Election of Directors" in the Company's definitive proxy statement
of the Company's 2000 Annual Meeting of Stockholders which will be filed with
the Securities and Exchange Commission within 120 days after the close of the
fiscal year (the "Definitive Proxy Statement").
Certain information concerning directors and executive officers is hereby
incorporated by reference to the information contained under the headings
"Executive Officers" and "Section 16(a) Beneficial Ownership Compliance" in the
Definitive Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by reference
to the information contained under the heading "Executive Compensation" in the
Definitive Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is hereby incorporated by reference
to the information contained under the heading "Stock Ownership of Certain
Beneficial Owners and Management" in the Definitive Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by reference
to the information contained under the heading "Certain Related Party
Transactions" in the Definitive Proxy Statement.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
The following Consolidated Financial Statements of the Company are included
in the Company's 2000 Annual Report to Stockholders and are incorporated herein
by reference pursuant to Item 8 hereof:
Report of Independent Accountants;
Consolidated balance sheet at September 30, 2000 and 1999;
Consolidated statement of operations for the years ended September 30, 2000,
1999 and 1998;
Consolidated statement of stockholders' equity for the years ended September 30,
2000, 1999 and 1998;
Consolidated statement of cash flows for the years ended September 30, 2000,
1999 and 1998;
Notes to consolidated financial statements.
The Company's 2000 Annual Report to Stockholders is not to be deemed filed as
part of this report except for those parts thereof specifically incorporated
herein by reference.
(a)(2) INDEX TO FINANCIAL STATEMENT SCHEDULES
The following Financial Statement Schedules of the Company are filed as
part of this Report:
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PAGE
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Schedule I Report of Independent Accountants on Financial
Statement Schedule........................................ S-1
Schedule II Valuation and Qualifying Accounts............... S-2
</TABLE>
Schedules not listed above have been omitted because they are not
applicable, not required, or the information required to be set forth therein is
included in the consolidated financial statements or the notes thereto.
(a)(3) INDEX TO EXHIBITS
See attached Index to Exhibits on page X-1 of this 10-K.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the last quarter of fiscal
2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, this 20th day of
December 2000.
INFINIUM SOFTWARE, INC.
By:
------------------------------------
EXECUTIVE VICE PRESIDENT AND
CHIEF OPERATING OFFICER
We the undersigned officers and directors of Infinium Software, Inc.,
hereby severally constitute and appoint Robert A. Pemberton and John J. Whyte,
and each of them singly, our true and lawful attorneys, with full power to them,
and each of them singly, to sign for us in our names in the capacities to do all
things in our names and on behalf in such capacities to enable Infinium
Software, Inc. to comply with the provisions of the Securities Exchange Act of
1934, as amended, and all requirements of the Securities Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
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SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board, President, Chief December , 2000
------------------------------------- Executive Officer and Director
ROBERT A. PEMBERTON
Chief Operating Officer, (Principal December , 2000
------------------------------------- Financial and Accounting Officer)
JOHN J. WHYTE
Director December , 2000
-------------------------------------
MANUEL CORREIA
Director December , 2000
-------------------------------------
MICHAEL A. CUSUMANO
Director December , 2000
-------------------------------------
FRED LUCONI
Director December , 2000
-------------------------------------
ROLAND D. PAMPEL
Director December , 2000
-------------------------------------
ROBERT P. SCHECHTER
</TABLE>
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SCHEDULE I
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENTS SCHEDULE
To the Board of Directors of
Infinium Software, Inc.:
Our audits of the consolidated financial statements referred to in our
report dated November 17, 2000 appearing in the Annual Report to Stockholders of
Infinium Software, Inc. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
December 18, 2000
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SCHEDULE II
INFINIUM SOFTWARE, INC.
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
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COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------------------------------------- ----------- ----------------------- -------------- -------- --------
CHARGED TO CHARGED TO
DESCRIPTION BEGINNING EXPENSE OTHER DEDUCTIONS OTHER ENDING
----------- ----------- ---------- ---------- -------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
FISCAL YEAR 2000
Allowance for Doubtful Accounts....... $4,229 $ 126 $ -- $(949) $ 49 $ 3,455
Tax Valuation Allowance............... -- -- 14,019 -- -- 14,019
FISCAL YEAR 1999
Allowance for Doubtful Accounts....... 1,650 2,679 -- (100) -- 4,229
FISCAL YEAR 1998
Allowance for Doubtful Accounts....... 1,569 977 -- (916) 20 1,650
</TABLE>
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INFINIUM SOFTWARE, INC.
INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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3.1 -- Articles of Organization of the Registrant, as amended, are
incorporated herein by reference to Exhibit 3.1 to the
Registrant's Form 10-K for the annual period ended September
30, 1999.
3.2 -- By-Laws of the Registrant, as amended, are incorporated
herein by reference to Exhibit 3(I) to the Registrant's Form
10-Q for the quarterly period ended March 31, 1997.
4.1 -- Shareholder Rights Agreement dated as of February 5, 1999 is
incorporated herein by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A, filed on
February 23, 1999, File No. 001-14855.
10.1* -- 1984 Incentive Stock Option Plan, as amended as of August
23, 1988 is incorporated herein by reference to Exhibit 10.1
to the Registrant's Registration Statement on Form S-1
(Registration No. 33-97866).
10.2* -- 1989 Stock Option Plan, as amended as of October 1, 1994 is
incorporated herein by reference to Exhibit 10.2 to the
Registrant's Registration Statement on Form S-1
(Registration No. 33-97866).
10.3* -- 1995 Stock Plan is incorporated herein by reference to
Exhibit 10.3 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-97866).
10.4* -- 1995 Employee Stock Purchase Plan is incorporated herein by
reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-97866).
10.5* -- 1995 Non-Employee Director Stock Option Plan is incorporated
herein by reference to Exhibit 10.5 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-97866).
10.6 -- Lease dated March 31, 1995 between the Registrant and
Independence Park Associates Realty Trust as of August 1995
is incorporated herein by reference to Exhibit 10.6 to the
Registrant's Registration Statement on Form S-1
(Registration No. 33-97866).
10.7* -- Form of Executive Compensation Plan is incorporated herein
by reference to Exhibit 10.9 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-97866).
10.8* -- Executive Severance Plan, is incorporated herein by
reference to Exhibit 10.8 to the Registrant's Form 10-K for
the annual period ended September 30, 1999
10.9* -- Form of 1995 Stock Plan Option Agreement is incorporated
herein by reference to Exhibit 10.16 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-97866).
10.10* -- Register of Amendments, Subsections 3.1 and 7.3.4, 1989
Stock Option Plan is incorporated herein by reference to
Exhibit 10.17 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-97866).
10.11* -- Register of Amendments, Article 5, 1995 Employee Stock
Purchase Plan is incorporated herein by reference to Exhibit
10.18 to the Registrant's Registration Statement on Form S-1
(Registration No. 33-97866).
10.12* -- Executive Compensation and Severance Plan for Chief
Operating Officer.
10.13* -- Stock Option Agreement for Chief Operating Officer.
10.14 -- WCMA Loan and Security Agreement, dated July 17, 2000,
between Merrill Lynch Business Financial Services Inc. and
Infinium Software, Inc.
13.1 -- 2000 Annual Report to stockholders (which shall be deemed
filed only with respect to those portions specifically
incorporated by reference herein).
21.1 -- Schedule of Subsidiaries of the Registrant
23.1 -- Consent of PricewaterhouseCoopers LLP
27 -- Financial Data Schedule for the year ended September 30,
2000
27.1 -- Financial Data Schedule for the year ended September 30,
1999
27.2 -- Financial Data Schedule for the year ended September 30,
1998
</TABLE>
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* Indicates a management contract or any compensatory plan, contract or
arrangement required to be filed as an exhibit to Item 14(c).
