MAPINFO CORP
10-Q, 2000-05-10
PREPACKAGED SOFTWARE
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 2000
_____________________

Commission File Number 0-23078

MAPINFO CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

06-1166630

(State or other jurisdiction of

(I.R.S. Employer

Incorporation or organization)

Identification No.)

One Global View
Troy, New York 12180
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (518) 285-6000

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

The number of shares outstanding of the registrant's common stock, $.002 par value per share, as of May 1, 2000 was 9,140,374.



MAPINFO CORPORATION

FORM 10-Q

For the Quarter Ended March 31, 2000

INDEX

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

ITEM 1.

Financial Statements:

 

 

 

 

 

Income Statements

 

 

for the three and six months ended March 31, 2000 and 1999

1

 

 

 

 

Balance Sheets

 

 

as of March 31, 2000 and September 30, 1999

2

 

 

 

 

Cash Flows Statements

 

 

for the six months ended March 31, 2000 and 1999

3

 

 

 

 

Notes to Financial Statements

4

 

 

 

ITEM 2.

Management's Discussion and Analysis of Financial

 

 

Condition and Results of Operations

7

 

 

 

ITEM 3.

Quantitative and Qualitative Disclosures about

 

 

Market Risk

13

 

 

 

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

ITEM 4.

Submission of Matters to a Vote of Security Holders

14

 

 

 

ITEM 6.

Exhibits and Reports on Form 8-K

14

 

 

 

Signatures

 

15

 

Part I.     Financial Information
Item 1.     Financial Statements

MapInfo Corporation and Subsidiaries
Income Statements
(in thousands, except per share data)
(unaudited)

Three Months

Six Months

Ended March 31,

Ended March 31,



2000

1999

2000

1999

 





Net revenues

$23,470

$18,028

$ 44,489

$ 34,173

Cost of revenues

5,013

3,943

9,555

7,503

 





     Gross profit

18,457

14,085

34,934

26,670

      





Operating expenses:

  Research and development

3,532

2,720

6,790

5,408

  Selling and marketing

8,813

7,450

17,770

14,568

  General and administrative

3,360

2,514

6,305

4,683

   





     Total operating expenses

15,705

12,684

30,865

24,659

      





     Operating income

2,752

1,401

4,069

2,011

Other income - net

478

183

748

441

 





     Income before provision for income taxes

3,230

1,584

4,817

2,452

Provision for income taxes

1,197

524

1,782

784

 





     Net income

$ 2,033

$ 1,060

$ 3,035

$ 1,668

      





Earnings per share: (1)

     Basic

$ 0.23

$ 0.12

$ 0.35

$ 0.19

     Diluted

$ 0.21

$ 0.12

$ 0.31

$ 0.19

Weighted average shares outstanding: (1)

     Basic

8,867

8,583

8,772

8,574

     Diluted

9,879

8,972

9,707

8,909

(1)     Earnings per share amounts and weighted average shares outstanding have been restated to reflect a three-for-two stock split, effected in the form of a stock dividend, in January 2000.

 

See accompanying notes.

1

MapInfo Corporation and Subsidiaries
Balance Sheets
(in thousands)

March 31,

September 30,

2000

1999



ASSETS

(unaudited)

Current Assets:

Cash and cash equivalents

$ 14,837

$ 8,996

Short-term investments, at amortized cost

16,339

19,865

Accounts receivable, less allowance of $1,916 and $1,686

  at March 31, 2000 and September 30, 1999, respectively

17,467

19,379

Inventories

293

506

Income taxes receivable

1,826

-

Deferred income taxes

892

894

Other current assets

3,037

2,814

 



Total current assets

54,691

52,454

Property and equipment - net

6,115

4,851

Product development costs - net

857

1,202

Deferred income taxes

1,154

1,157

Intangible assets - net

4,730

5,426

Investments and other assets

8,462

1,709

 



Total assets

$ 76,009

$ 66,799

 



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts payable

$ 2,423

$ 2,621

Accrued liabilities

11,709

11,102

Deferred revenue

5,603

4,915

Income taxes payable

-

1,996

 



Total current liabilities

19,735

20,634

Deferred revenue, long term

376

361

 



Total liabilities

20,111

20,995

 



Commitments and Contingencies

Stockholders' Equity:

Common stock, $0.002 par value

18

18

Preferred stock, $.01 par value

-

-

Paid-in capital

35,303

30,738

Retained earnings

21,272

18,237

Accumulated other comprehensive income

(604)

(178)

 



55,989

48,815

Less treasury stock, at cost

91

3,011

 



Total stockholders' equity

55,898

45,804

 



Total liabilities and stockholders' equity

$ 76,009

$ 66,799

 



See accompanying notes.

2

MapInfo Corporation and Subsidiaries
Cash Flows Statements
(in thousands)
(unaudited)

Six months

Ended March 31,


2000

1999



Cash flows from (used for) operating activities

  Net income

$ 3,035

$ 1,668

  Depreciation and amortization

2,376

2,196

  Allowance for doubtful accounts, sales returns and inventory

368

(377)

  Tax benefit from option exercises

3,933

40

  Gain on sale of assets

(222)

-

  Changes in operating assets and liabilities, net of acquisition:

    Accounts receivable

1,216

687

    Inventories

145

171

    Other assets

(447)

(494)

    Accounts payable and accrued liabilities

615

(211)

    Deferred revenue

806

93

    Income taxes

(3,806)

429

 



      Net cash from operating activities

8,019

4,202

 



Cash flows from (used for) investing activities

  Additions to property and equipment

(3,048)

(1,462)

  Proceeds from sale of assets

546

-

  Capitalized product development costs

(24)

(249)

  Acquisition of businesses and technology

--

(4,064)

  Short-term investments, net

3,526

(2,517)

  Long-term investments

(6,673)

(1,036)

 



      Net cash used for investing activities

(5,673)

(9,328)

 



Cash flows from (used for) financing activities

  Repurchase of common stock for treasury

(144)

(229)

  Proceeds from exercise of options and ESPP stock purchases

3,697

488

 



      Net cash from financing activities

3,553

259

 



Effect of exchange rate changes on cash and cash equivalents

(58)

57

 



      Net change in cash and equivalents

5,841

(4,810)

Cash and equivalents, beginning of period

8,996

15,886

 



Cash and equivalents, end of period

$ 14,837

$ 11,076

 



See accompanying notes.

3

MapInfo Corporation and Subsidiaries
Notes to Financial Statements
(Unaudited)

1.  Basis of Presentation

In the opinion of management, the accompanying balance sheets and related income statements and statements of cash flows include all adjustments (consisting only of normal recurring items) necessary for their fair presentation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the interim period are not necessarily indicative of the results of operations for the full year.

The September 30, 1999 balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles.

Certain reclassifications have been made to amounts previously reported to conform to the fiscal 2000 presentation.

2.  Stock Split

On January 10, 2000, the outstanding shares of MapInfo Corporation (the "Company") common stock were split three-for-two, which was effected in the form of a stock dividend. All prior share and per share amounts have been restated to reflect the stock split.

3.  Earnings Per Share (EPS)

The following table represents the reconciliation of the basic and diluted earnings per share amounts for the three and six months ended March 31, 2000 and 1999.

Three months ended March 31,

Six months ended March 31,



2000

1999

2000

1999





(Amounts in thousands, except per share data)

Net income

$ 2,033

$ 1,060

$ 3,035

$ 1,668

 





Weighted average shares for basic EPS

8,867

8,583

8,772

8,574

Effect of dilutive stock options

1,012

389

935

335

 





Weighted average shares and assumed exercise

of stock options for diluted EPS

9,879

8,972

9,707

8,909

 





Basic EPS

$ 0.23

$ 0.12

$ 0.35

$ 0.19

Diluted EPS

$ 0.21

$ 0.12

$ 0.31

$ 0.19

4

MapInfo Corporation and Subsidiaries
Notes to Financial Statements - Continued
(Unaudited)

4.  Comprehensive Income

Comprehensive income is provided in accordance with Statement of Financial Accounting Standards No. 130 - "Reporting Comprehensive Income" (SFAS No. 130). This Statement establishes standards for reporting and disclosure of comprehensive income and its components. This statement requires that foreign currency translation adjustments, which are reported as separate components of stockholders' equity, be included in comprehensive income.

Comprehensive income was as follows:

Three months ended March 31,

Six months ended March 31,



2000

1999

2000

1999





(In thousands)

Net income

$ 2,033

$ 1,060

$ 3,035

$ 1,668

Change in accumulated

   translation adjustments

(226)

(253)

(426)

(439)

 





Total comprehensive income

$ 1,807

$ 807

$ 2,609

$ 1,229

 





 

5.  New Accounting Standards

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Management does not believe this will have a material effect on the Company's financial results or operations. SFAS No. 133 is effective for fiscal years beginning after June 15, 2000. Accordingly, the Company will adopt SFAS No. 133 effective October 1, 2000.

5

MapInfo Corporation and Subsidiaries
Notes to Financial Statements - Continued
(Unaudited)

6.  Segment Information

The Company's operations involve the design, development, marketing, licensing and support of software and data products, application development tools, and industry-specific solutions, together with a range of consulting, training and technical support services.

The Company conducts business globally and is managed geographically. The Company's management relies on an internal management accounting system. This system includes revenue and cost information by geographic location. Revenues are attributed to a geographic location based on the origination of the order from the customer. The Company's management makes financial decisions and allocates resources based on the information it receives from this internal system. Based on the criteria set forth in SFAS No. 131, the Company has three reportable segments: the Americas, EAME (Europe, Africa and the Middle East) and Asia-Pacific.

Summarized financial information by segment for the second quarter of fiscal years 2000 and 1999, as taken from the internal management accounting system discussed above, is as follows:

 

Three months ended March 31,

Six months ended March 31,



2000

1999

2000

1999





(In thousands)

Net revenues:

Americas

$ 14,231

$ 9,394

$ 26,234

$ 17,462

EAME

6,681

6,385

12,788

12,158

Asia-Pacific

2,558

2,249

5,467

4,553

 





Total net revenues

$ 23,470

$ 18,028

$ 44,489

$ 34,173

 





Operating income :

Americas

$ 5,154

$ 3,194

$ 9,614

$ 5,889

EAME

2,354

1,776

3,778

3,053

Asia-Pacific

803

853

1,677

1,738

    Corporate adjustments:

        Research & Development

(2,744)

(2,165)

(5,299)

(4,374)

        Marketing

(1,619)

(1,241)

(3,366)

(2,450)

        General & Administrative

(1,196)

(1,016)

(2,335)

(1,845)

 





Total operating income

$ 2,752

$ 1,401

$ 4,069

$ 2,011

 





 The operating income by segment above differs from the amounts recognized under generally accepted accounting principles because the Company does not allocate certain corporate costs for marketing, research and development, and general and administrative activities to the geographic locations. The table above reconciles the operating income by segment to operating income as reported on the Income Statements by including such adjustments.

6

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Overview

MapInfo Corporation ("MapInfo" or the "Company") designs, develops, markets, licenses and supports software and data products, application development tools, and industry-focused solutions, together with a range of consulting, training and technical support services. These products are sold through multiple distribution channels, including an indirect channel of value-added resellers and distributors, a corporate account sales force, and a telemarketing sales group. The Company's products are translated into 20 languages and sold in 58 countries throughout the world. MapInfo markets its products worldwide through sales offices in North America, Europe and Australia, and throughout the rest of Europe and the Asia-Pacific region through exclusive and non-exclusive distribution relationships.

Net Revenues

Revenues

For the second quarter of fiscal 2000, revenues increased $5.5 million or 30% to $23.5 million from $18.0 million in the same period a year ago. Approximately $3.2 million of the increase was attributable to increased unit sales of data products and $1.8 million was attributable to increased unit sales of software products. The strong growth in data revenues primarily resulted from increased demand for data products in the Americas as a result of selling enterprise solutions that incorporate the full suite of MapInfo's software, information products and services. On a geographic basis, revenues increased approximately 51% in the Americas, 14% in Asia-Pacific and 5% in EAME over the same period a year ago. The increase in the Americas revenues was mainly attributable to the increased sales of data and software products as previously discussed. The increase in Asia-Pacific revenues was mainly the result of strong growth in Australia. Excluding the effect of foreign currency translation, EAME revenue would have increased 9% for the quarter compared to the prior year results.

For the six months ended March 31, 2000, revenues increased 30% to $44.5 million from $34.2 million in the prior year period. Data products accounted for $6.7 million or 65% of the overall revenue increase. The increase in data revenues was primarily attributed to the increase in sales of solutions that incorporate a number of the Company's software products, data products and services. An increase in sales of the Company's software products accounted for $3.2 million or 31% of the overall year-to-date revenue increase. On a geographic basis, revenues in the Americas increased by $8.8 million or 50%. This was achieved principally by a 93% growth in data revenues and a 25% growth in software revenues. Asia-Pacific revenues increased by $900 thousand or 20% in the first six months of fiscal 2000 compared to the same period in fiscal 1999. This increase was primarily attributable to increased revenues in Australia. In Europe, revenues for the six months increased $630 thousand or 5%. Excluding the effect of foreign currency translation, EAME revenues would have increased 10% over the prior year.

7

Cost of Revenues, Operating Expenses and Income Taxes

Cost of revenues as a percentage of revenues decreased to 21.4% in the second quarter of 2000 from 21.9% for the same period in 1999. As a result, the gross margin increased to 78.6% from 78.1%. The gross margin improvement was primarily attributable to a shift in the mix of data products in favor of MapInfo-owned products. For the six months ending March 31, 2000, gross margin improved to 78.5% from 78.0% in 1999.

Research and development (R&D) expenses of $3.5 million in the second quarter of fiscal 2000 increased 30% over the prior year period. For the first six months of fiscal 2000, R&D expenses increased 26% to $6.8 million from $5.4 million in 1999. The increase in R&D expenses for both the quarter and year-to-date was primarily attributable to increased headcount to support new development initiatives, including the Company's relationship with Oracle Corporation, and additional Quality Assurance engineers. As a percentage of revenues, R&D expenses in the second quarter of 2000 remained flat year over year at 15%. For the first six months of fiscal 2000, R&D expenses declined to 15.3% of revenues from 15.8% in 1999.

Selling and marketing expenses increased 18% to $8.8 million in the second quarter of 2000 from $7.5 million for the same period in 1999. For the six months ended March 31, 2000, selling and marketing expenses increased 22% to $17.8 million from $14.6 million in the same period a year ago. The increase for the quarter and year-to-date was primarily attributable to a 22% increase in headcount in the Americas sales organization; increased commission and bonus incentives resulting from the strong quarter and year-to-date revenue and earnings performance; and increased sales and marketing activity in the Asia-Pacific region, particularly in Japan. As a percentage of revenues, selling and marketing expenses decreased to 37.6% in the second quarter of 2000 from 41.3% for the same period in 1999 due to improved sales productivity. For the first six months of fiscal 2000 selling and marketing expenses declined to 39.9% from 42.6% in 1999.

General and administrative (G&A) expenses increased 34% to $3.4 million in the second quarter of fiscal 2000 from $2.5 million for the same period in 1999. For the six months ended March 31, 2000, G&A expenses increased 35% to $6.3 million from $4.7 million in 1999. The increase in G&A expenses was primarily attributable to increased headcount to support MIS initiatives and higher professional fees relating to increased trademark applications and other legal activities, and further expansion of the Asia-Pacific region. Included in G&A expenses for the second quarter of both fiscal 2000 and fiscal 1999 was amortization of intangibles relating to acquisitions of $290 thousand. On a year-to-date basis, amortization of intangibles relating to acquisitions was $582 thousand in fiscal 2000 compared to $454 thousand in fiscal 1999. For the second quarter of fiscal 2000, G&A expenses as a percentage of revenues increased to 14.3% as compared to 13.9% for the same period in fiscal 1999. For the six months ended March 31, 2000, G&A expenses as a percentage of revenues increased to 14.2% from 13.7% in 1999.

Other income, net increased $295 thousand to $478 thousand in the second quarter of fiscal 2000 from $183 thousand for the same period in 1999. For the six months ended March 31, 2000, other income, net increased by $307 thousand to $748 thousand from $441 thousand for the comparable period of fiscal 1999. The increase in the second quarter and year-to-date was primarily due to a gain of $220 thousand on the sale of an office building in the United Kingdom.

8

The effective income tax rate for the six-months ended March 31, 2000 and 1999 was approximately 37% and 32%, respectively. The increase in the provision for income taxes was primarily attributable to an increase in the current year pre-tax income.

 

Financial Condition

The Company's cash and short-term investments totaled $31.2 million at March 31, 2000 compared to $28.9 million at September 30, 1999. At March 31, 2000, the Company's investment portfolio consisted primarily of short-term marketable securities.

MapInfo has no long-term debt. The Company has a $10 million credit facility with a bank that expires in December 2000, and a $10 million credit facility with a bank that expires in January 2001. There were no outstanding borrowings under either facility at March 31, 2000.

Net cash generated from operating activities was $8.0 million for the six months ended March 31, 2000. The cash generated from operating activities in the first six months of 2000 was principally the result of net income and strong collections of accounts receivable. Net cash used for investing activities in the first half of 2000 was $5.7 million. Investing activities included $3.0 million in purchases of property and equipment, $1.0 million for an equity investment in Karttakeskus Oy, $4.7 million for an equity and debt with warrants investment in Alps Mapping Co. Ltd., and $480 thousand for an investment in NearMe Inc., offset by net cash flows from short-term investments of $3.5 million.

Management believes existing cash and short-term investments together with funds generated from operations should be sufficient to meet the Company's operating requirements for the next twelve months.

Investment in Alps Mapping Co., Ltd.

In March 2000, the Company acquired 16.7% of the outstanding common stock of Alps Mapping Co., Ltd. ("Alps"), a leading data provider headquartered in Nagoya, Japan. The Company invested 100 million Yen (approximately $1.0 million) to acquire the 16.7% equity position and 400 million Yen (approximately $3.7 million) in three debt instruments with warrants that could be converted over time into as much as a 51% common stock ownership position. In addition, the companies have executed an operating agreement whereby MapInfo will assist in the development of new data products and the integration of these products with the full suite of MapInfo software products and solutions.

Investment in Karttakeskus Oy

In January 2000, the Company paid $1.0 million for 19.9% of the outstanding common stock of its distributor in Finland, Karttakeskus Oy, a mapping technology and solutions company.

9

New Accounting Standards

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Management does not believe this will have a material effect on the Company's financial condition or operations. SFAS No. 133 is effective for fiscal years beginning after June 15, 2000.

Outlook: Issues and Risks

This Quarterly Report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," and similar expressions are intended to identify forward-looking statements, including statements as to the sufficiency of funds to meet operating requirements for the next 12 months. The following important factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made in this Quarterly Report on Form 10-Q and presented elsewhere by management from time to time. In addition to the other information in this Quarterly Report on Form 10-Q, the following issues and risks, among others, should be considered in evaluating MapInfo's outlook and future.

New products and technological change. The mapping software and information business is characterized by extremely rapid technological change, evolving industry standards, and frequent new product introductions. These conditions require continuous expenditures on product research and development to enhance existing products and to create new products. The Company believes that the timely development of new products and continuing enhancements to existing products is essential to maintain its competitive position in the marketplace. During recent years, the Company introduced a number of new products, including SpatialWare®, TargetPro™, dbPlanner™, MapXsite®, MapXtreme™ and MapInfo MapX®. The Company's future success depends, in part, upon customer and market acceptance of these new products. Any failure to achieve acceptance of these and other new product offerings could have a material adverse effect on the Company's business and results of operations.

There can be no assurance that the Company will successfully complete the development of new or enhanced products or successfully manage transitions from one product release to the next.

Competition. The Company encounters significant competition in the market for business mapping systems worldwide. Some of the Company's competition may have significant name recognition, as well as substantially greater capital resources, marketing experience, research and development staffs and production facilities than the Company. Increased competition may lead to pricing pressures that could adversely affect the Company's gross margins. Prices of software in Europe and Asia are generally higher than in the Americas to cover localization costs and higher costs of distribution. Such price uplifts could erode in the future.

10

Reliance on third parties. The Company relies in part on strategic partners and independent developers for the development of specialized data products that use MapInfo software. Failure by such strategic partners or independent developers to continue to develop such data products, or changes in the contractual arrangements with such strategic partners or independent developers, could have a material adverse effect on the Company's business and results of operations.

Risks associated with international operations. Revenues outside the Americas represented approximately 41% of total Company revenues in the second quarter and year-to-date of fiscal 2000. The international portion of the Company's business is subject to a number of inherent risks, including the difficulties in building and managing international operations, reliance on financial commitments from certain international distributors, difficulties in localizing products and translating documentation into foreign languages, fluctuations in import/export duties and quotas, and regulatory, economic, or political changes in international markets. The Company's operating results are also affected by exchange rates. Approximately 29% of the Company's revenues were denominated in foreign currencies during the three and six months ended March 31, 2000. Changes in international business conditions could have a material adverse effect on the Company's business and results of operations.

Prices. Future prices the Company is able to obtain for its products may decrease from previous levels depending upon market or competitive pressures or distribution channel factors. Any decrease could have a material adverse effect on the Company's business and results of operations.

Intellectual property rights. The Company regards its software as proprietary and attempts to protect it with a combination of copyright, trademark and trade secret laws, employee and third-party non-disclosure agreements, and other methods of protection. Despite these precautions, it may be possible for unauthorized third parties to copy certain portions of the Company's products, reverse engineer or obtain and use information the Company regards as proprietary. In addition, the Company's shrink-wrap licenses, under which the Company licenses its products, may be unenforceable under the laws of certain jurisdictions. Also, the laws of some foreign countries do not protect the Company's proprietary rights to the same extent as the laws of the United States. Any misappropriation of the Company's intellectual property could have a material adverse effect on the Company's business and results of operations. Furthermore, there can be no assurance that third parties will not assert infringement claims against the Company in the future with respect to current or future products. Any such assertion could require the Company to enter into royalty arrangements or result in costly litigation.

Cost of revenues. Cost of revenues varies with the mix of technology development and licensing fees, product revenues, and services revenues, as well as with the distribution channel mix. Changes in the revenue mix, as well as the distribution model, may affect cost of revenues as a percentage of net revenues in the future.

11

Risks associated with distribution channels. The Company primarily markets and distributes its products in North America, Europe and Australia through the Company's telesales, outside sales force and through third-party resellers. In the rest of the Asia-Pacific region, the Company's products are marketed and distributed through exclusive and non-exclusive distribution relationships. The Company has limited control over resellers and distributors that are not employees of the Company. There can be no assurance that the Company will be able to retain its current resellers and distributors, that the resellers and distributors will perform to the Company's expectations, or that the Company will be able to expand its distribution channels by entering into arrangements with new resellers and distributors in the Company's current markets or in new markets.

Variability of quarterly operating results. The Company's quarterly operating results may vary significantly from quarter to quarter, depending upon factors such as the introduction and market acceptance of new products and new versions of existing products, the ability to reduce expenses, and the activities of competitors. Because a high percentage of the Company's expenses are relatively fixed in the near term, minor variations in the timing of orders and shipments can cause significant variations in quarterly operating results. The Company operates with little or no backlog and has no long-term contracts, and substantially all of its product revenues in each quarter result from software licenses issued in that quarter. Accordingly, the Company's ability to accurately forecast future revenues and income for any period is necessarily limited.

Potential volatility of stock price. There has been, and will likely continue to be, significant volatility in the market price of securities of technology companies. Factors such as announcements of new products by the Company or its competitors, quarterly fluctuations in the Company's financial results or other software companies' financial results, shortfalls in the Company's actual financial results compared to results previously forecasted by stock market analysts, and general conditions in the software industry and conditions in the financial markets could cause the market price of the Common Stock to fluctuate substantially. These market fluctuations may adversely affect the price of the Company's Common Stock.

Risks associated with acquisitions and investments. The Company has made a number of acquisitions and investments and will continue to review future acquisition opportunities. No assurances can be given that acquisition candidates will continue to be available on terms and conditions acceptable to the Company. Acquisitions involve numerous risks, including, among other things, possible dilution to existing shareholders, difficulties and expenses incurred in connection with the acquisitions and the subsequent assimilation of the operations and services or products of the acquired companies, the difficulty of operating new businesses, the diversion of management's attention from other business concerns and the potential loss of key employees of the acquired company. In the event that the operations of an acquired business do not meet expectations, the Company may be required to restructure the acquired business or write-off the value of some or all of the assets of the acquired business. There can be no assurance that any acquisition will be successfully integrated into the Company's operations.

12

Reliance on attracting and retaining key employees. The Company's continued success will depend in large part on its ability to attract and retain highly qualified technical, managerial, sales and marketing and other personnel. Competition for such personnel is intense. There can be no assurance that the Company will be able to continue to attract or retain such personnel.

 

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

The Company exports products to diverse geographic locations. Most of the Company's international revenues through subsidiaries are denominated in foreign currencies. To date, foreign currency fluctuations have not had a material effect on the Company's operating results. The Company's exposure is mitigated, in part, by the fact that it incurs certain operating costs in the same foreign currencies in which revenues are denominated.

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MapInfo Corporation
Part II.     Other Information

Item 4.     Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of the Company was held on March 7, 2000. The following matters were voted on at the stockholders' meeting.

For

Against

Withheld

Abstentions

Election of Directors:

Laszlo C. Bardos

5,584,348

366,123

John C. Cavalier

5,582,903

367,568

Michael D. Marvin

5,584,403

366,068

George C. McNamee

5,573,575

376,896

James A. Perakis

5,581,052

369,419

Amendment to the 1993 Stock Incentive Plan:

The shares authorized under the 1993 Stock Incentive

Plan were increased from 2,437,500 to 2,887,500.

3,382,384

1,200,147

19,101

Amendment to the 1993 Employee Stock Purchase Plan:

The number of shares of Common Stock available for

purchase by employees under the 1993 Employee

Stock Purchase Plan was increased from 600,000 to

675,000.

4,456,969

132,810

11,853

Amendment to the 1993 Director Stock Option Plan:

The shares authorized under the 1993 Director Stock

Option Plan were increased from 120,000 to 165,000.

3,811,511

773,662

16,459

Ratification of PricewaterhouseCoopers LLP

as the Company's Independent Public Accountants

for the current fiscal year.

5,935,503

6,037

8,931

 

Item 6.     Exhibits and Reports on Form 8-K

(a)     Exhibits.
         The exhibits listed in the Exhibit Index filed as part of this report are filed as part of
         this report or are included in this report.

(b)     Reports on Form 8-K
          No reports on Form 8-K were filed during the three months ended March 31, 2000.

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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.

 

 

 

MAPINFO CORPORATION

 

 

Date: May 12, 2000

By: /s/ D. Joseph Gersuk                  

 

     D. Joseph Gersuk,

 

     Executive Vice President,

 

       Finance, Chief Financial

 

       Officer and Treasurer

 

       (principal financial and
       accounting officer)

 

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Exhibit Index

  

Exhibit

 

Number

Description of Exhibit

 

 

10.1

1993 Stock Incentive Plan, as amended to date

 

 

10.2

1993 Director Stock Option Plan, as amended to date

 

 

10.3

Amended and Restated Employment Agreement, dated as of April 1, 2000 by and between the Registrant and D. Joseph Gersuk

 

 

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Financial Data Schedule

 

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