##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2007
 or
 o
    
    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: 000-52076
 OMNITURE, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    87-0619936
(IRS Employer
Identification No.)
 550 East Timpanogos Circle
Orem, Utah 84097
(Address, including zip code, of Registrants principal executive offices)
801.722.7000
(Registrants telephone number, including area code)
  þ o
  o o þ
  o þ




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##### 



OMNITURE, INC.
Form 10-Q for the Quarter Ended June 30, 2007  Table of Contents
 Page No.Part I. Financial InformationItem 1. Financial Statements
    
    
    1Condensed Consolidated Balance Sheets
    
    
    1Condensed Consolidated Statements of Operations
    
    
    2Condensed Consolidated Statements of Cash Flows
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    31Part II. Other InformationItem 1. Legal Proceedings
    
    
    33Item 1A. Risk Factors
    
    
    33Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    47Item 3. Defaults Upon Senior Securities
    
    
    47Item 4. Submission of Matters to a Vote of Security Holders
    
    
    47Item 5. Other Information
    
    
    48Item 6. Exhibits
    
    
    49SIGNATURES
    
    
    52EXHIBIT INDEX




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 OMNITURE, INC.
 
 Condensed Consolidated Balance Sheets
 (in thousands)
 December 31,
    
    
    June 30,2006
    
    
    2007(unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    68,287
    
    
    $
    93,640Short-term investments
    
    
    
    
    
    
    82,890Accounts receivable, net of allowances of $2,039 and $4,035 at
December 31, 2006 and June 30, 2007, respectively
    
    
    24,126
    
    
    
    33,823Prepaid expenses and other current assets
    
    
    1,571
    
    
    
    1,566Total current assets
    
    
    93,984
    
    
    
    211,919Property and equipment, net
    
    
    31,128
    
    
    
    31,175Intangible assets, net
    
    
    9,796
    
    
    
    35,287Goodwill
    
    
    
    
    
    
    48,251Other assets
    
    
    302
    
    
    
    548Total assets
    
    $
    135,210
    
    
    $
    327,180Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    2,586
    
    
    $
    7,209Accrued liabilities
    
    
    11,435
    
    
    
    13,208Current portion of deferred revenues
    
    
    21,885
    
    
    
    33,175Current portion of notes payable
    
    
    5,997
    
    
    
    4,679Current portion of capital lease obligations
    
    
    53
    
    
    
    386Deferred consideration related to business acquisition
    
    
    
    
    
    
    25,379Total current liabilities
    
    
    41,956
    
    
    
    84,036Deferred revenues, less current portion
    
    
    2,170
    
    
    
    2,542Notes payable, less current portion
    
    
    4,117
    
    
    
    2,811Capital lease obligations, less current portion
    
    
    24
    
    
    
    286Other liabilities
    
    
    518
    
    
    
    1,239Commitments and contingenciesStockholders equity:Common stock
    
    
    47
    
    
    
    57Additional paid-in capital
    
    
    127,380
    
    
    
    283,488Deferred stock-based compensation
    
    
    (2,172
    )
    
    
    (1,656
    )Accumulated other comprehensive income (loss)
    
    
    9
    
    
    
    (282
    )Accumulated deficit
    
    
    (38,839
    )
    
    
    (45,341
    )Total stockholders equity
    
    
    86,425
    
    
    
    236,266Total liabilities and stockholders equity
    
    $
    135,210
    
    
    $
    327,180
 See accompanying notes to the condensed consolidated financial statements.
 1




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##### Table of Contents



OMNITURE, INC.
 
 Condensed Consolidated Statements of Operations
 (in thousands, except per share data)
 (unaudited)
 Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Revenues:Subscription
    
    $
    17,598
    
    
    $
    30,604
    
    
    $
    33,138
    
    
    $
    57,924Professional services and other
    
    
    1,226
    
    
    
    2,875
    
    
    
    2,122
    
    
    
    4,708Total revenues
    
    
    18,824
    
    
    
    33,479
    
    
    
    35,260
    
    
    
    62,632Cost of revenues:Subscription
    
    
    6,804
    
    
    
    11,032
    
    
    
    12,911
    
    
    
    20,492Professional services and other
    
    
    757
    
    
    
    1,717
    
    
    
    1,428
    
    
    
    2,995Total cost of revenues
    
    
    7,561
    
    
    
    12,749
    
    
    
    14,339
    
    
    
    23,487Gross profit
    
    
    11,263
    
    
    
    20,730
    
    
    
    20,921
    
    
    
    39,145Operating expenses:Sales and marketing
    
    
    8,605
    
    
    
    15,343
    
    
    
    16,786
    
    
    
    28,667Research and development
    
    
    2,076
    
    
    
    3,969
    
    
    
    4,048
    
    
    
    7,112General and administrative
    
    
    2,568
    
    
    
    5,873
    
    
    
    5,418
    
    
    
    10,259Total operating expenses
    
    
    13,249
    
    
    
    25,185
    
    
    
    26,252
    
    
    
    46,038Loss from operations
    
    
    (1,986
    )
    
    
    (4,455
    )
    
    
    (5,331
    )
    
    
    (6,893
    )Interest income
    
    
    174
    
    
    
    835
    
    
    
    372
    
    
    
    1,471Interest expense
    
    
    (415
    )
    
    
    (244
    )
    
    
    (617
    )
    
    
    (501
    )Other expense
    
    
    (32
    )
    
    
    (114
    )
    
    
    (62
    )
    
    
    (467
    )Loss before provision for income taxes
    
    
    (2,259
    )
    
    
    (3,978
    )
    
    
    (5,638
    )
    
    
    (6,390
    )Provision for income taxes
    
    
    24
    
    
    
    78
    
    
    
    51
    
    
    
    112Net loss
    
    $
    (2,283
    )
    
    $
    (4,056
    )
    
    $
    (5,689
    )
    
    $
    (6,502
    )Net loss per share, basic and diluted
    
    $
    (0.16
    )
    
    $
    (0.08
    )
    
    $
    (0.40
    )
    
    $
    (0.13
    )Weighted-average number of shares, basic and diluted
    
    
    14,168
    
    
    
    49,791
    
    
    
    14,068
    
    
    
    48,772
 See accompanying notes to the condensed consolidated financial statements.
 2




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OMNITURE, INC.
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
 (unaudited)
 Six Months EndedJune 30,2006
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (5,689
    )
    
    $
    (6,502
    )Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:Depreciation and amortization
    
    
    5,897
    
    
    
    9,304Stock-based compensation
    
    
    1,220
    
    
    
    5,704Loss on disposal of property and equipment
    
    
    
    
    
    
    10Loss on foreign currency forward contract
    
    
    
    
    
    
    243Net changes in operating assets and liabilities:Accounts receivable, net
    
    
    (6,235
    )
    
    
    (8,045
    )Prepaid expenses and other assets
    
    
    (2,501
    )
    
    
    681Accounts payable
    
    
    3,556
    
    
    
    4,214Accrued and other liabilities
    
    
    (1,373
    )
    
    
    (1,019
    )Deferred revenues
    
    
    3,233
    
    
    
    8,517Net cash (used in) provided by operating activities
    
    
    (1,892
    )
    
    
    13,107Cash flows from investing activities:Purchases of short-term investments
    
    
    
    
    
    
    (83,846
    )Sale of short-term investments
    
    
    
    
    
    
    1,000Purchases of property and equipment
    
    
    (11,224
    )
    
    
    (5,286
    )Purchases of intangible assets
    
    
    (99
    )
    
    
    (2,574
    )Payment related to foreign currency forward contract
    
    
    
    
    
    
    (337
    )Business acquisitions, net of cash acquired
    
    
    
    
    
    
    (38,131
    )Net cash used in investing activities
    
    
    (11,323
    )
    
    
    (129,174
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    25
    
    
    
    1,149Proceeds from employee stock purchase plan
    
    
    
    
    
    
    99Proceeds from issuance of common stock, net of issuance costs
    
    
    
    
    
    
    143,104Proceeds from issuance of notes payable
    
    
    9,608
    
    
    
    397Principal payments on notes payable and capital lease obligations
    
    
    (2,246
    )
    
    
    (3,368
    )Net cash provided by financing activities
    
    
    7,387
    
    
    
    141,381Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    39Net (decrease) increase in cash and cash equivalents
    
    
    (5,828
    )
    
    
    25,353Cash and cash equivalents at beginning of period
    
    
    22,196
    
    
    
    68,287Cash and cash equivalents at end of period
    
    $
    16,368
    
    
    $
    93,640
 See accompanying notes to the condensed consolidated financial statements.
 3




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Omniture, Inc.
 
 Notes to Condensed Consolidated Financial Statements
 (unaudited)
 1. Description of Business and Basis of Presentation
 Description of Business
   Principles of Consolidation
  Segments
  Use of Estimates
  Common Stock Offering
  4




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 Cash and Cash Equivalents and Short-term Investments
  Comprehensive Loss
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007(unaudited)Net loss
    
    $
    (2,283
    )
    
    $
    (4,056
    )
    
    $
    (5,689
    )
    
    $
    (6,502
    )Net foreign currency translation gain (loss)
    
    
    10
    
    
    
    (103
    )
    
    
    1
    
    
    
    (224
    )Unrealized loss on available-for-sale securities
    
    
    
    
    
    
    (67
    )
    
    
    
    
    
    
    (67
    )Comprehensive loss
    
    $
    (2,273
    )
    
    $
    (4,226
    )
    
    $
    (5,688
    )
    
    $
    (6,793
    )
 Foreign Currency
   Long-lived Assets, Including Goodwill
 Accounting for the Impairment and Disposal of
Long-Lived Assets.
 Goodwill and Other Intangible
Assets.
 5




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 2. Acquisitions
 Instadia A/S
  Recognition of Liabilities in Connection with a Purchase Business Combination.
   Current assets
    
    $
    2,033Property and equipment
    
    
    193Other assets
    
    
    73Acquired intangibles:Existing technology (four-year estimated useful life)
    
    
    600Customer contracts and related relationships (seven-year estimated useful life)
    
    
    4,400Non-compete agreements (two-year estimated useful life)
    
    
    600Patent license (five-year estimated useful life)
    
    
    148Goodwill
    
    
    10,448Total assets acquired
    
    
    18,495Current liabilities
    
    
    3,378Long-term liabilities
    
    
    763Total liabilities assumed
    
    
    4,141Net assets acquired
    
    $
    14,354
   6




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 Touch Clarity Limited
      Current assets
    
    $
    2,356Property and equipment
    
    
    1,374Other assets
    
    
    127Acquired intangibles:Existing technology (seven-year estimated useful life)
    
    
    14,300Customer contracts and related relationships (seven-year estimated useful life)
    
    
    3,700Core technology (six-year estimated useful life)
    
    
    3,300Patent license (five-year estimated useful life)
    
    
    166Goodwill
    
    
    37,803Total assets acquired
    
    
    63,126Current liabilities
    
    
    3,680Long-term liabilities
    
    
    195Total liabilities assumed
    
    
    3,875Net assets acquired
    
    $
    59,251
   7




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Omniture, Inc.
 Notes to Condensed
Consolidated Financial Statements-(Continued)
 (unaudited)
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2007
    
    2006
    
    2007Revenues
    
    $
    19,664
    
    
    $
    33,479
    
    
    $
    36,747
    
    
    $
    63,160Loss from operations
    
    
    (4,138
    )
    
    
    (4,455
    )
    
    
    (9,506
    )
    
    
    (9,032
    )Net loss
    
    
    (4,632
    )
    
    
    (4,056
    )
    
    
    (10,244
    )
    
    
    (8,788
    )Net loss per share, basic and diluted
    
    $
    (0.33
    )
    
    $
    (0.08
    )
    
    $
    (0.73
    )
    
    $
    (0.18
    )
 3. Stock-based Compensation
 Equity Incentive Plans
       8




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
  aluation of Stock Options
 Share-Based Payment
   Six MonthsEnded June 30,2006
    
    2007Expected volatility
    
    
    64
    %
    
    
    43%-60
    %Expected term (in years)
    
    
    5.8-7.0
    
    
    
    4.0-6.1Risk-free interest rate
    
    
    4.6%-5.1
    %
    
    
    4.5%-4.9
    %Expected dividends
    
    
    
    
    
    
    
  9




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 Stock Option Activity
  Weighted-AverageNumber of
    
    Weighted-
    
    RemainingShares Subject
    
    Average
    
    Contractual
    
    Aggregateto Outstanding
    
    Exercise Price
    
    Term
    
    IntrinsicOptions
    
    Per Share
    
    (in Years)
    
    Value(3)(in thousands)Outstanding at January 1, 2007
    
    
    8,628,795
    
    
    $
    4.82Granted (1)
    
    
    2,594,999
    
    
    
    17.83Substituted in connection
with the acquisition of
Touch Clarity
    
    
    746,234
    
    
    
    0.79Exercised
    
    
    (914,933
    )
    
    
    1.25Canceled
    
    
    (208,089
    )
    
    
    9.24Outstanding at June 30, 2007
    
    
    10,847,006
    
    
    
    7.87
    
    
    
    7.9
    
    
    $
    163,208Vested and expected to vest at
June 30, 2007(2)
    
    
    5,973,437
    
    
    
    12.17
    
    
    
    9.3
    
    
    $
    64,211Exercisable at June 30, 2007
    
    
    2,590,443
    
    
    
    1.44
    
    
    
    4.7
    
    
    $
    55,633
 
 (1)
    
    Includes 50,000 stock appreciation rights granted during the three months ended
June 30, 2007.(2)
    
    Includes only options granted on or after January 1, 2006, which are subject to the
provisions of SFAS No. 123R.(3)
    
    The aggregate intrinsic value is calculated as the difference between the exercise
price of the underlying stock option awards and the closing market price of the Companys
common stock at June 30, 2007.  Six MonthsEnded June 30,2006
    
    2007Weighted-average, grant-date fair value of stock options granted
    
    $
    5.27
    
    
    $
    10.78
    (1)Weighted-average exercise price of stock options granted
    
    $
    7.70
    
    
    $
    17.83
    (1)Aggregate intrinsic value of stock options exercised (in thousands) (2)
    
    $
    1,853
    
    
    $
    13,731Fair value of stock options vested (in thousands) (3)
    
    $
    217
    
    
    $
    1,483Weighted-average, grant-date fair value of stock options forfeited (3)
    
    $
    5.32
    
    
    $
    13.14Number of stock options forfeited (3)
    
    
    11,250
    
    
    
    168,433
 
 (1)
    
    Includes the stock options substituted in connection with the acquisition of Touch
Clarity that had a weighted-average fair value of $12.02 and a weighted-average exercise price
of $0.79.(2)
    
    The aggregate intrinsic value of stock option awards exercised is measured as the
difference between the exercise price and the closing market price of the Companys common
stock at the date of exercise.(3)
    
    Includes only options granted on or after January 1, 2006, which are subject to the
provisions of SFAS No. 123R. 10




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 Deferred Stock-based Compensation
   Stock-based Compensation Expense
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Cost of subscription revenues
    
    $
    39
    
    
    $
    434
    
    
    $
    56
    
    
    $
    727Cost of professional services and other revenues
    
    
    12
    
    
    
    106
    
    
    
    16
    
    
    
    210Sales and marketing
    
    
    248
    
    
    
    1,540
    
    
    
    342
    
    
    
    2,215Research and development
    
    
    129
    
    
    
    687
    
    
    
    226
    
    
    
    1,070General and administrative
    
    
    264
    
    
    
    1,052
    
    
    
    580
    
    
    
    1,482$
    692
    
    
    $
    3,819
    
    
    $
    1,220
    
    
    $
    5,704
 Warrants
  4. Concentrations of Credit Risk and Significant Customers
   11




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Revenues from customers within the United States
    
    $
    15,739
    
    
    $
    24,709
    
    
    $
    29,825
    
    
    $
    47,257Revenues from customers outside the United States
    
    
    3,085
    
    
    
    8,770
    
    
    
    5,435
    
    
    
    15,375Total revenues
    
    $
    18,824
    
    
    $
    33,479
    
    
    $
    35,260
    
    
    $
    62,632Revenues from customers outside the United
States as a percentage of total revenues
    
    
    16
    %
    
    
    26
    %
    
    
    15
    %
    
    
    25
    %
 5. Net Loss Per Share
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Numerator:Net loss
    
    $
    (2,283
    )
    
    $
    (4,056
    )
    
    $
    (5,689
    )
    
    $
    (6,502
    )Denominator:Weighted-average common shares outstanding
    
    
    14,809
    
    
    
    50,544
    
    
    
    14,735
    
    
    
    49,584Weighted-average common shares outstanding subject
to repurchase
    
    
    (641
    )
    
    
    (753
    )
    
    
    (667
    )
    
    
    (812
    )Denominator for basic and diluted net loss per share
    
    
    14,168
    
    
    
    49,791
    
    
    
    14,068
    
    
    
    48,772
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2007
    
    2006
    
    2007Common shares outstanding subject to repurchase
    
    
    628
    
    
    
    743
    
    
    
    653
    
    
    
    801Employee stock options
    
    
    5,540
    
    
    
    5,368
    
    
    
    5,754
    
    
    
    5,468Warrants
    
    
    424
    
    
    
    240
    
    
    
    472
    
    
    
    241Convertible preferred stock
    
    
    21,678
    
    
    
    
    
    
    
    21,676
    
    
    
    
 12




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 6. Balance Sheet Accounts
 Intangible Assets
  December 31, 2006Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountPurchased technology
    
    $
    
    
    
    $
    
    
    
    $
    Patent licenses
    
    
    10,199
    
    
    
    (1,356
    )
    
    
    8,843Customer contracts and related relationships
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    1,777
    
    
    
    (824
    )
    
    
    953Non-compete agreements
    
    
    
    
    
    
    
    
    
    
    $
    11,976
    
    
    $
    (2,180
    )
    
    $
    9,796
 June 30, 2007Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountPurchased technology
    
    $
    18,200
    
    
    $
    (927
    )
    
    $
    17,273Patent licenses
    
    
    11,213
    
    
    
    (2,143
    )
    
    
    9,070Customer contracts and related relationships
    
    
    8,100
    
    
    
    (416
    )
    
    
    7,684Other
    
    
    1,777
    
    
    
    (992
    )
    
    
    785Non-compete agreements
    
    
    600
    
    
    
    (125
    )
    
    
    475$
    39,890
    
    
    $
    (4,603
    )
    
    $
    35,287
  Remaining six months in 2007
    
    $
    3,0512008
    
    
    6,0832009
    
    
    5,7792010
    
    
    5,4602011
    
    
    5,307Thereafter
    
    
    9,607$
    35,287
 Accrued Liabilities
  December 31,
    
    
    June 30,2006
    
    
    2007Patent license and settlement costs
    
    $
    3,831
    
    
    $
    1,951Accrued bonuses and commissions
    
    
    3,311
    
    
    
    3,225Other accrued liabilities
    
    
    4,293
    
    
    
    8,032$
    11,435
    
    
    $
    13,208
 13




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 7. Notes Payable
  Interest
    
    Final Maturity
    
    December 31,
    
    
    June 30,Rate
    
    Date
    
    2006
    
    
    2007Draw on equipment line of credit
    
    5.00%
    
    Aug. 2007
    
    $
    940
    
    
    $
    235Draw on equipment line of credit
    
    5.06
    
    Oct. 2007
    
    
    752
    
    
    
    301Draw on equipment line of credit
    
    4.81
    
    Oct. 2007
    
    
    603
    
    
    
    241Draw on revolving line of credit
    
    variable rate
    
    Dec. 2007
    
    
    500
    
    
    
    500Draw on second equipment facility
    
    7.55
    
    Jan. 2009
    
    
    1,389
    
    
    
    1,055Draw on second equipment facility
    
    7.77
    
    Feb. 2009
    
    
    794
    
    
    
    611Draw on second equipment facility
    
    8.03
    
    Mar. 2009
    
    
    1,500
    
    
    
    1,167Draw on second equipment facility
    
    8.38
    
    April 2009
    
    
    1,684
    
    
    
    1,323Draw on second equipment facility
    
    8.79
    
    June 2009
    
    
    1,952
    
    
    
    1,562Bank note payable
    
    9.07
    
    April 2010
    
    
    
    
    
    
    391Other notes payable
    
    variable rate
    
    May 2009
    
    
    
    
    
    
    10410,114
    
    
    
    7,490Less: current portion
    
    
    
    
    
    
    (5,997
    )
    
    
    (4,679
    )Notes payable, excluding current portion
    
    
    
    
    
    $
    4,117
    
    
    $
    2,811
     14




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
  Year Ending December 31,Remaining six months in 2007
    
    $
    2,9982008
    
    
    3,3632009
    
    
    1,0912010
    
    
    38$
    7,490
 8. Income Taxes
 Accounting for Income Taxes.
 Accounting for Uncertainty in Income Taxes
    9. Commitments and Contingencies
 Litigation Settlement
  15




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
   Leases
   December 31,
    
    
    June 30,2006
    
    
    2007Gross
    
    $
    293
    
    
    $
    1,177Less accumulated amortization
    
    
    (219
    )
    
    
    (473
    )Net carrying amount
    
    $
    74
    
    
    $
    704
  Capital
    
    
    OperatingYear ending December 31,
    
    Leases
    
    
    LeasesRemaining six months in 2007
    
    $
    295
    
    
    $
    1,2362008
    
    
    280
    
    
    
    2,3092009
    
    
    149
    
    
    
    2,0702010
    
    
    27
    
    
    
    1,804Thereafter
    
    
    
    
    
    
    443Total minimum lease payments
    
    
    751
    
    
    $
    7,862Less: imputed interest
    
    
    (79
    )Present value of minimum lease payments
    
    
    672Less: current portion
    
    
    (386
    )Capital lease obligations, less current portion
    
    $
    286
  Indemnification
  16




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Warranties
    Legal Matters
  10. Subsequent Event
    17




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
      Overview
       18




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##### Table of Contents



Recent Acquisitions
      How We Generate Revenues
  Subscription Revenues.
    19




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##### Table of Contents



Professional Services and Other Revenues.
  Indirect Sales.
 Cost of Revenues and Operating Expenses
 Cost of Revenues.
  Operating Expenses.
     20




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Trends in Our Business and Results of Operations
         21




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##### Table of Contents



Share-Based Payment
   Results of Operations
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Revenues:Subscription
    
    
    93
    %
    
    
    91
    %
    
    
    94
    %
    
    
    92
    %Professional services and other
    
    
    7
    
    
    
    9
    
    
    
    6
    
    
    
    8Total revenues
    
    
    100
    
    
    
    100
    
    
    
    100
    
    
    
    100Cost of revenues:Subscription
    
    
    36
    
    
    
    33
    
    
    
    37
    
    
    
    32Professional services and other
    
    
    4
    
    
    
    5
    
    
    
    4
    
    
    
    5Total cost of revenues
    
    
    40
    
    
    
    38
    
    
    
    41
    
    
    
    37Gross margin
    
    
    60
    
    
    
    62
    
    
    
    59
    
    
    
    63Operating expenses:Sales and marketing
    
    
    46
    
    
    
    46
    
    
    
    48
    
    
    
    46Research and development
    
    
    11
    
    
    
    12
    
    
    
    11
    
    
    
    11General and administrative
    
    
    14
    
    
    
    17
    
    
    
    15
    
    
    
    17Total operating expenses
    
    
    71
    
    
    
    75
    
    
    
    74
    
    
    
    74Loss from operations
    
    
    (11
    )
    
    
    (13
    )
    
    
    (15
    )
    
    
    (11
    )Interest income
    
    
    1
    
    
    
    2
    
    
    
    1
    
    
    
    3Interest expense
    
    
    (2
    )
    
    
    (1
    )
    
    
    (2
    )
    
    
    (1
    )Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )Loss before provision for income taxes
    
    
    (12
    )
    
    
    (12
    )
    
    
    (16
    )
    
    
    (10
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    (12
    )%
    
    
    (12
    )%
    
    
    (16
    )%
    
    
    (10
    )%
 22




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##### Table of Contents



Revenues
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2006
    
    
    2007
    
    
    % Change
    
    
    2006
    
    
    2007
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Subscription
    
    $
    17,598
    
    
    $
    30,604
    
    
    
    74
    %
    
    $
    33,138
    
    
    $
    57,924
    
    
    
    75
    %Professional services and other
    
    
    1,226
    
    
    
    2,875
    
    
    
    135
    
    
    
    2,122
    
    
    
    4,708
    
    
    
    122Total revenues
    
    $
    18,824
    
    
    $
    33,479
    
    
    
    78
    %
    
    $
    35,260
    
    
    $
    62,632
    
    
    
    78
    %
   Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2006
    
    
    2007
    
    
    % Change
    
    
    2006
    
    
    2007
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Revenues from customers within the United States
    
    $
    15,739
    
    
    $
    24,709
    
    
    
    57
    %
    
    $
    29,825
    
    
    $
    47,257
    
    
    
    58
    %Revenues from customers outside the United States
    
    
    3,085
    
    
    
    8,770
    
    
    
    184
    
    
    
    5,435
    
    
    
    15,375
    
    
    
    183Total revenues
    
    $
    18,824
    
    
    $
    33,479
    
    
    
    78
    %
    
    $
    35,260
    
    
    $
    62,632
    
    
    
    78
    %Revenues from customers outside the United States
as a percentage of total revenues
    
    
    16
    %
    
    
    26
    %
    
    
    
    
    
    
    15
    %
    
    
    25
    %
   Cost of Revenues
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2006
    
    
    2007
    
    
    % Change
    
    
    2006
    
    
    2007
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Subscription
    
    $
    6,804
    
    
    $
    11,032
    
    
    
    62
    %
    
    $
    12,911
    
    
    $
    20,492
    
    
    
    59
    %Professional services and other
    
    
    757
    
    
    
    1,717
    
    
    
    127
    
    
    
    1,428
    
    
    
    2,995
    
    
    
    110Total cost of revenues
    
    $
    7,561
    
    
    $
    12,749
    
    
    
    69
    %
    
    $
    14,339
    
    
    $
    23,487
    
    
    
    64
    %
 23




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##### Table of Contents



Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2007
    
    2006
    
    2007Subscription
    
    
    39
    %
    
    
    36
    %
    
    
    39
    %
    
    
    35
    %Professional services and other
    
    
    62
    %
    
    
    60
    %
    
    
    67
    %
    
    
    64
    %
      Operating Expenses
 Three Months
    
    
    
    
    
    
    Six MonthsEnded June 30,
    
    
    
    
    
    
    Ended June 30,2006
    
    
    2007
    
    
    % Change
    
    
    2006
    
    
    2007
    
    
    % Change(in thousands)
    
    
    
    
    
    
    (in thousands)Sales and marketing
    
    $
    8,605
    
    
    $
    15,343
    
    
    
    78
    %
    
    $
    16,786
    
    
    $
    28,667
    
    
    
    71
    %Research and development
    
    
    2,076
    
    
    
    3,969
    
    
    
    91
    
    
    
    4,048
    
    
    
    7,112
    
    
    
    76General and administrative
    
    
    2,568
    
    
    
    5,873
    
    
    
    129
    
    
    
    5,418
    
    
    
    10,259
    
    
    
    89Total operating expenses
    
    $
    13,249
    
    
    $
    25,185
    
    
    
    90
    %
    
    $
    26,252
    
    
    $
    46,038
    
    
    
    75
    %
 Sales and Marketing
  24




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##### Table of Contents



Research and Development
  General and Administrative
   Stock-based Compensation
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Cost of subscription revenues
    
    $
    39
    
    
    $
    434
    
    
    $
    56
    
    
    $
    727Cost of professional services and other revenues
    
    
    12
    
    
    
    106
    
    
    
    16
    
    
    
    210Sales and marketing
    
    
    248
    
    
    
    1,540
    
    
    
    342
    
    
    
    2,215Research and development
    
    
    129
    
    
    
    687
    
    
    
    226
    
    
    
    1,070General and administrative
    
    
    264
    
    
    
    1,052
    
    
    
    580
    
    
    
    1,482Total stock-based compensation
    
    $
    692
    
    
    $
    3,819
    
    
    $
    1,220
    
    
    $
    5,704
   Interest Income, Interest Expense and Other Expense
 Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2006
    
    2007
    
    2006
    
    2007(in thousands)Interest income
    
    $
    174
    
    
    $
    835
    
    
    $
    372
    
    
    $
    1,471Interest expense
    
    
    (415
    )
    
    
    (244
    )
    
    
    (617
    )
    
    
    (501
    )Other expense
    
    
    (32
    )
    
    
    (114
    )
    
    
    (62
    )
    
    
    (467
    )
 25




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##### Table of Contents



Liquidity and Capital Resources
   Operating Activities
   Investing Activities
   26




---



##### Table of Contents



Financing Activities
  Other Factors Affecting Liquidity and Capital Resources
      Recognition of Liabilities in
Connection with a Purchase Business Combination
 27




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##### Table of Contents



Off-balance Sheet Arrangements
   Accounting for Leases
 Contractual Obligations and Commitments
  DeferredConsiderationInterest on
    
    
    Patent License
    
    
    Related toCapital
    
    
    Operating
    
    
    Notes
    
    
    Notes
    
    
    and Settlement
    
    
    BusinessLeases
    
    
    Leases
    
    
    Payable
    
    
    Payable(1)

    
    
    Costs
    
    
    Acquisition
    
    
    TotalRemaining six
months in 2007
    
    $
    295
    
    
    $
    1,236
    
    
    $
    2,998
    
    
    $
    262
    
    
    $
    2,000
    
    
    $
    25,379
    
    
    $
    32,1702008
    
    
    280
    
    
    
    2,309
    
    
    
    3,363
    
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    6,2022009
    
    
    149
    
    
    
    2,070
    
    
    
    1,091
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    3,3402010
    
    
    27
    
    
    
    1,804
    
    
    
    38
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1,8702011
    
    
    
    
    
    
    443
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    443Total contractual
obligations
    
    $
    751
    
    
    $
    7,862
    
    
    $
    7,490
    
    
    $
    543
    
    
    $
    2,000
    
    
    $
    25,379
    
    
    $
    44,025
 
 (1)
    
    Includes total estimated variable interest
payments of $32,000, of which $24,000
relates to our revolving line of credit and
$8,000 relates to our other notes payable.
The $24,000 related to the revolving line of
credit is based on the $500,000 outstanding
principal balance and interest rate of 8.75%
in effect at June 30, 2007. The $8,000
related to other notes payable is based on
the $104,000 principal balance and interest
rate of 9.25% in effect at June 30, 2007. 28




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##### Table of Contents



Critical Accounting Policies
   Revenue Recognition
 Revenue Recognition Revenue Arrangements with
Multiple Deliverables.
 
    
    there is persuasive evidence of an arrangement;
    
    the service has been provided to the customer;
    
    the collection of the fees is reasonably assured; and
    
    the amount of fees to be paid by the customer is fixed or determinable.
    29




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##### Table of Contents



Allowances for Accounts Receivable
   Impairment of Long-lived and Intangible Assets, Including Goodwill
 Accounting for the Impairment and Disposal of Long-Lived Assets.
 Goodwill and
Other Intangible Assets.
  Stock-based Compensation
 Accounting for Stock Issued to Employees, Accounting for Certain
Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. 25 Accounting for
Stock-Based Compensation Accounting for Stock-Based Compensation  Transition
and Disclosure
   
    
    Estimated volatility is a measure of the amount by which our stock price is expected
to fluctuate each year during the expected life of the award. Our estimated volatility
is an average of the historical volatility of peer entities whose stock prices were
publicly available. Our calculation of estimated volatility is based on historical
stock prices of these peer
 30




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##### Table of Contents




    
    The expected term represents the period of time that awards granted are expected to
be outstanding and is currently the average of the contractual term and the vesting
period. With the passage of time, actual behavioral patterns surrounding the expected
term will replace the current methodology. An increase in the expected term would result
in an increase to our stock-based compensation expense.
    
    The risk-free interest rate is based on the yield curve of a zero-coupon U.S.
Treasury bond on the date the stock option award is granted with a maturity equal to the
expected term of the stock option award. An increase in the risk-free interest rate
would result in an increase to our stock-based compensation expense.
   
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Exchange Risk
  Accounting for
Derivative Instruments and Hedging Activities.
  Interest Rate Sensitivity
  
 ITEM 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
  31




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##### Table of Contents



(b) Changes in Internal Control Over Financial Reporting
   32




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  Risks Related to Our Business
 We have a history of significant net losses, may incur significant net losses in the
future and may not achieve or maintain profitability.
  Our quarterly results of operations may fluctuate in the future. As a result, we may fail
to meet or exceed the expectations of securities analysts or investors, which could cause our stock
price to decline.
  
    
    our ability to increase sales to existing customers and attract new customers;
    
    the addition or loss of large customers;
    
    the timing of implementation of new or additional services by our customers;
    
    the amount and timing of operating costs and capital expenditures related to the maintenance and
expansion of our business, operations and infrastructure;
    
    the timing and success of new product and service introductions by us or our competitors or any other
change in the competitive dynamics of our industry, including consolidation among our competitors or
our strategic partners;
    
    seasonal variations in the demand for our services and the implementation cycles for our new customers;
    
    levels of revenues from our larger customers, which have lower per transaction pricing due to higher
transaction commitments;
    
    changes in our pricing policies or those of our competitors;
    
    service outages or security breaches;
 33




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##### Table of Contents




    
    the extent to which any of our significant customers terminate their service agreements with
us or reduce the number of transactions from which we capture data pursuant to their service
agreements;
    
    limitations of the capacity of our network and systems;
    
    the timing of expenses associated with the addition of new employees to support the growth in
our business;
    
    the timing of expenses related to the development or acquisition of technologies, services or
businesses;
    
    potential goodwill and intangible asset impairment charges associated with acquired businesses;
    
    potential foreign currency exchange losses associated with transactions denominated in foreign
currencies;
    
    expenses associated with the management or growth of our increasingly international operations;
    
    general economic, industry and market conditions and those conditions specific to Internet
usage and online businesses;
    
    the purchasing and budgeting cycles of our customers; and
    
    geopolitical events such as war, threat of war or terrorist actions.
  We have derived substantially all of our subscription revenues from sales of our Omniture
SiteCatalyst service. If our Omniture SiteCatalyst service is not widely accepted by new customers,
our operating results will be harmed.
  If we are unable to attract new customers or to sell additional services to our existing
customers, our revenue growth will be adversely affected.
  Our business depends substantially on customers renewing their subscriptions for our
online business optimization services. Any decline in our customer renewals would harm our future
operating results.
  34




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##### Table of Contents



The significant capital requirements of our business model make it more difficult to
achieve positive cash flow and profitability if we continue to grow rapidly.
  Our growth depends upon our ability to add new and retain existing large customers;
however, to the extent we are successful in doing so, our gross margins and ability to achieve
profitability and positive cash flow may be impaired.
  Because we recognize subscription revenue over the term of the applicable agreement, the
lack of subscription renewals or new service agreements may not immediately be reflected in our
operating results.
  We have limited experience with respect to our pricing model and if the prices we charge for
our services are unacceptable to our customers, our revenues and operating results may experience
volatility or be harmed.
  If we are unable to develop or acquire new services, our revenue growth will be harmed.
  35




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##### Table of Contents



The market for on-demand services, in general, and for online business optimization
services, in particular, is at an early stage of development, and if it does not develop or
develops more slowly than we expect, our business will be harmed.
  
    
    the security capabilities, reliability and availability of on-demand services;
    
    customer concerns with entrusting a third party to store and manage their data;
    
    public concern regarding privacy;
    
    the enactment of laws or regulations that restrict our ability to provide existing or new services
to customers in the U.S. or internationally;
    
    the level of customization or configuration we offer;
    
    our ability to maintain high levels of customer satisfaction;
    
    our ability to provide reports in real time during periods of intense activity on customer websites;
    
    the price, performance and availability of competing products and services;
    
    the rate of continued growth in online commerce and online advertising; and
    
    the current and possible future imposition by federal, state and local
agencies of taxes on goods and services that are provided over the
Internet.
  We operate in a highly competitive market, which could make it difficult for us to
acquire and retain customers.
  
    
    companies such as Coremetrics, Inc., Google Inc., Nedstat
Ltd., Visual Sciences, Inc. (formerly WebSideStory, Inc.)
and WebTrends Inc. that offer on-demand services;
    
    software vendors such as Epiphany, Inc. (acquired by SSA
Global), NetRatings, Inc., Sane Solutions, LLC (acquired by
Unica Corporation) and SAS Institute, Inc.;
    
    online marketing service providers such as aQuantive, Inc.,
DoubleClick Inc. and 24/7 Real Media, Inc.; and
    
    multivariate testing providers, including Offermatica,
Optimost LLC, Memetrics, Kefta Inc. (acquired by Acxiom
Corporation) and [x + 1].
   
    
    absorb costs associated with providing their products at a lower price;
    
    devote more resources to new customer acquisitions;
    
    respond to evolving market needs more quickly than we can; and
    
    finance more research and development activities to develop better services.
  36




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##### Table of Contents



We rely on a small number of third-party service providers to host and deliver our
services, and any interruptions or delays in services from these third parties could impair the
delivery of our services and harm our business.
     If we fail to respond to rapidly changing technological developments or evolving industry
standards, our services may become obsolete or less competitive.
  We have experienced rapid growth in recent periods. If we fail to manage our growth
effectively, we may be unable to execute our business plan, maintain high levels of service or
address competitive challenges adequately.
  37




---



##### Table of Contents



Failure to effectively expand our sales and marketing capabilities could harm our ability
to increase our customer base and achieve broader market acceptance of our services.
  Our growth depends in part on the success of our strategic relationships with third
parties, including technology integration, channel partners and resellers of our services.
  Because our long-term success depends, in part, on our ability to expand the sales of our
services to customers located outside of the United States, our business will be susceptible to
risks associated with international operations.
  
    
    fluctuations in currency exchange rates;
    
    unexpected changes in foreign regulatory requirements;
    
    longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
    
    difficulties in managing and staffing international operations;
    
    potentially adverse tax consequences, including the complexities of foreign value added tax
systems and restrictions on the repatriation of earnings;
    
    localization of our services, including translation into foreign languages and associated expenses;
    
    dependence on certain third parties to increase customer subscriptions;
    
    the burdens of complying with a wide variety of foreign laws and different
legal standards, including laws and regulations related to privacy;
    
    increased financial accounting and reporting burdens and complexities;
    
    political, social and economic instability abroad, terrorist attacks and
security concerns in general; and
    
    reduced or varied protection for intellectual property rights in some countries.
 38




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##### Table of Contents



We may be liable to our customers and may lose customers if we provide poor service, if
our services do not comply with our agreements or if we are unable to collect customer data or
otherwise lose customer data.
   A rapid expansion of our network and systems could cause us to lose customer data or
cause our network or systems to fail.
  If a third party asserts that we are infringing its intellectual property, whether
successful or not, it could subject us to costly and time-consuming litigation or expensive
licenses, and our business may be harmed.
  39




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##### Table of Contents



The success of our business depends in large part on our ability to protect and enforce
our intellectual property rights.
    We rely on our management team and need additional personnel to grow our business, and
the loss of one or more key employees or the inability to attract and retain qualified personnel
could harm our business.
  Our recent acquisitions of Instadia and Touch Clarity subject us to numerous risks
associated with acquiring and integrating international companies and there can be no assurance
that the anticipated benefits of such acquisitions will be realized.
 40




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##### Table of Contents



We intend to continue to acquire other companies, which could divert our managements
attention, result in additional dilution to our stockholders and otherwise disrupt our operations
and harm our operating results.
    
    
    issue additional equity securities that would dilute our stockholders;
    
    use a substantial portion of our cash resources that we may need in the future to operate our
business;
    
    incur debt on terms unfavorable to us or that we are unable to repay;
    
    assume or incur large charges or substantial liabilities, including payments to NetRatings
under our agreement with it;
 41




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##### Table of Contents




    
    encounter difficulties retaining key employees of the acquired company or integrating diverse
business cultures;
    
    become subject to adverse accounting or tax consequences, substantial depreciation,
amortization, impairment or deferred compensation charges;
    
    make severance payments and provide additional compensation to executives and other personnel;
    
    incur charges related to the elimination of duplicative facilities or resources;
    
    incur legal, accounting and financial advisory fees, regardless of whether the transaction is
completed; and
    
    become subject to intellectual property or other litigation.
 Material defects or errors in our software we use to deliver our services could harm our
reputation, result in significant costs to us and impair our ability to sell our services.
  
    
    lost or delayed market acceptance and sales of our services;
    
    sales credits or refunds to our customers;
    
    loss of customers;
    
    diversion of development resources;
    
    injury to our reputation; and
    
    increased warranty and insurance costs.
  Changes in financial accounting standards or practices may cause adverse, unexpected
financial reporting fluctuations and affect our reported results of operations.
 Share-Based Payment
 We might require additional capital to support business growth, and this capital might
not be available on acceptable terms, or at all.
  If we fail to maintain proper and effective internal controls, our ability to produce accurate
financial statements could be impaired, which could adversely affect our operating results, our
ability to operate our business and investors views of us.
 42




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##### Table of Contents



Our net operating loss carryforwards may expire unutilized, which could prevent us from
offsetting future taxable income.
  If we cannot maintain our corporate culture as we grow, we could lose the innovation,
teamwork and focus that we believe our culture fosters, and our business may be harmed.
  Risks Related to Our Industry
 Widespread blocking or erasing of cookies or other limitations on our ability to use
cookies or other technologies that we employ may impede our ability to collect information and
reduce the value of our services.
   We interact with consumers through our customers, so we may be held accountable for our
customers handling of the consumers personal information.
 43




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##### Table of Contents



Domestic or foreign laws or regulations may limit our ability to collect and use Internet
user information, resulting in a decrease in the value of our services and having an adverse impact
on the sales of our services.
     We may face liability for the unauthorized disclosure or theft of private information,
which could expose us to liabilities and harm our stock price.
 44




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##### Table of Contents



We may face public relations problems as a result of violations of privacy laws and
perceived mistreatment of personal information, and these public relations problems may harm our
reputation and thereby lead to a reduction in customers and lower revenues.
  Internet-related and other laws could adversely affect our business.
  Risks Related to the Securities Markets and Ownership of Our Common Stock
 The trading price of our common stock may be subject to significant fluctuations and
volatility, and our stockholders may be unable to resell their shares at a profit.
  
    
    price and volume fluctuations in the overall stock market from time to time;
    
    significant volatility in the market price and trading volume of technology companies in general,
and companies in our industry;
    
    actual or anticipated changes in our results of operations or fluctuations in our operating results;
    
    actual or anticipated changes in the expectations of investors or securities analysts, including
changes in financial estimates or investment recommendations by securities analysts who follow our
business;
    
    speculation in the press or investment community;
    
    technological advances or introduction of new products by us or our competitors;
    
    actual or anticipated developments in our competitors businesses or the competitive landscape
generally;
    
    litigation involving us, our industry or both;
    
    regulatory developments in the United States, foreign countries or both;
    
    major catastrophic events;
    
    our sale of common stock or other securities in the future;
    
    the trading volume of our common stock, as well as sales of large blocks of our stock; or
    
    departures of key personnel.
 45




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##### Table of Contents



If securities analysts stop publishing research or reports about our business, or if they
downgrade our stock, the price of our stock could decline.
  The concentration of our capital stock ownership with insiders will likely limit your ability
to influence the outcome of key transactions, including a change of control.
  Provisions in our certificate of incorporation and bylaws under Delaware law might
discourage, delay or prevent a change of control of our company or changes in our management and,
therefore, depress the trading price of our common stock.
  
    
    establish a classified Board of Directors so that not all members of our Board of Directors are
elected at one time;
    
    authorize the issuance of blank check preferred stock that our Board of Directors could issue to
increase the number of outstanding shares to discourage a takeover attempt;
    
    prohibit stockholder action by written consent, which requires all stockholder actions to be taken
at a meeting of our stockholders;
    
    prohibit stockholders from calling a special meeting of our stockholders;
    
    provide that our Board of Directors is expressly authorized to make, alter or repeal our bylaws; and
    
    establish advance notice requirements for nominations for elections to our Board of Directors or
for proposing matters that can be acted upon by stockholders at stockholder meetings.
  46




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##### Table of Contents



ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
   
 ITEM 3. Defaults Upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  Proposal One:
  Director
    
    Votes For Each Director
    
    Votes Withheld from Each DirectorD. Fraser
Bullock
    
    
    40,801,750
    
    
    
    5,914,749Mark P.
Gorenberg
    
    
    40,826,515
    
    
    
    5,889,984
  Proposal Two
  Votes For
    
    Votes Against
    
    Abstentions
    
    Broker Non-Votes46,622,865
    
    
    13,782
    
    
    
    79,851
    
    
    
    
 47




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##### Table of Contents



ITEM 5. Other Information
  48




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##### Table of Contents



ITEM 6. Exhibits
  Incorporated by ReferenceExhibit
    
    
    
    Exhibit
    
    FiledNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith2.1
    
    Share Purchase Agreement, dated February 14, 2007, by
and among Omniture, Inc., the Shareholders of Touch
Clarity Limited, Paul Phillips, Helen Protopapas and
Tim Brown, as the Warrantors, and Alta Berkeley LLP and
Yehoshua Ennis collectively as the Shareholder
Representative
    
    8-K
    
    000-52076
    
    2.1
    
    February 20, 20073.1
    
    Amended and Restated Certificate of Incorporation of
the Registrant currently in effect
    
    10-Q
    
    000-52076
    
    3.1
    
    August 11, 20063.2
    
    Amended and Restated Bylaws of the Registrant currently
in effect
    
    10-Q
    
    000-52076
    
    3.2
    
    August 11, 20064.1
    
    Specimen Common Stock Certificate of the Registrant
    
    S-1
    
    333-132987
    
    4.1
    
    June 22, 20064.2
    
    Amended and Restated Registration Rights Agreement,
dated as of April 26, 2006, between the Registrant and
Certain Holders of the Registrants Common Stock Named
therein
    
    S-1
    
    333-132987
    
    4.2
    
    June 9, 20064.3
    
    Registration Rights Agreement, dated February 14, 2007,
by and among Omniture, Inc. and the Shareholders of
Touch Clarity Limited
    
    8-K
    
    000-52076
    
    2.1
    
    February 20, 200710.1
    
    Form of Indemnification Agreement entered into by and
between the Registrant and its Directors and Officers
    
    S-1
    
    333-132987
    
    4.1
    
    May 24, 200610.2A
    
    1999 Equity Incentive Plan of the Registrant, as amended
    
    S-1
    
    333-132987
    
    10.2A
    
    April 4, 200610.2B
    
    Forms of Stock Option Agreement under the 1999 Equity
Incentive Plan
    
    S-1
    
    333-132987
    
    10.2B
    
    April 4, 200610.2C
    
    Form of Stock Option Agreement under the 1999 Equity
Incentive Plan used for Named Executive Officers and
Non-Employee Directors
    
    S-1
    
    333-132987
    
    10.2C
    
    June 9, 200610.3A
    
    2006 Equity Incentive Plan of the Registrant
    
    10-K
    
    000-52076
    
    10.3A
    
    March 23, 200710.3B
    
    Forms of Stock Option Award Agreement used under the
2006 Equity Incentive Plan
    
    10-K
    
    000-52076
    
    10.3B
    
    March 23, 200710.3C
    
    Form of Stock Appreciation Right Agreement and related
forms under the 2006 Equity Incentive Plan used for
Non-Employee Directors
    
    10-Q
    
    000-52076
    
    10.2
    
    May 15, 2007
 49




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Exhibit
    
    FiledNo.
    
    Exhibit Description
    
    Form
    
    File No.
    No.
    
    Filing Date
    
    Herewith10.4A
    
    2006 Employee Stock Purchase Plan of the Registrant
    
    S-1
    
    333-132987
    
    10.4A
    
    April 4, 200610.4B
    
    Form of Subscription Agreement under 2006 Employee
Stock Purchase Plan
    
    S-1
    
    333-132987
    
    10.4B
    
    April 4, 200610.5
    
    Amended and Restated Employment Agreement between
the Registrant and Joshua G. James
    
    S-1
    
    333-132987
    
    10.5
    
    June 22, 200610.6
    
    Amended and Restated Employment Agreement between
the Registrant and John R. Pestana
    
    S-1
    
    333-132987
    
    10.6
    
    June 22, 200610.7
    
    Offer Letter with Michael S. Herring, dated
October 20, 2004
    
    S-1
    
    333-132987
    
    10.7
    
    April 4, 200610.8A
    
    Basic Lease Information and Canyon Park Technology
Center Office Building Lease Agreement, dated as
of May 9, 2003, between the Registrant and TCU
Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8A
    
    April 4, 200610.8B
    
    First Amendment to Basic Lease Information and
Canyon Park Technology Center Office Building
Lease Agreement, dated May 6, 2004, between the
Registrant and TCU Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8B
    
    April 4, 200610.8C
    
    Second Amendment to Basic Lease Information and
Canyon Park Technology Center Office Building
Lease Agreement, dated December 8, 2004, between
the Registrant and TCU Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8C
    
    April 4, 200610.8D
    
    Third Amendment to Basic Lease Information and
Canyon Park Technology Center Office Building
Lease Agreement, dated April 30, 2005, between the
Registrant and TCU Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8D
    
    April 4, 200610.8E
    
    Fourth Amendment to Basic Lease Information and
Canyon Park Technology Center Office Building
Lease Agreement, dated May 31, 2005, between the
Registrant and TCU Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8E
    
    April 4, 200610.8F
    
    Fifth Amendment to Basic Lease Information and
Canyon Park Technology Center Office Building
Lease Agreement, dated January 25, 2006, between
the Registrant and TCU Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8F
    
    April 4, 200610.9*
    
    Settlement and Patent License Agreement, dated
February 28, 2006, by and between NetRatings, Inc.
and the Registrant
    
    S-1
    
    333-132987
    
    10.9
    
    April 4, 200610.10
    
    NetObjects, Inc. Warrant to Purchase Stock dated
March 26, 2002
    
    S-1
    
    333-132987
    
    10.10
    
    April 4, 200610.11
    
    Change of Control Agreement between the Registrant
and Joshua G. James
    
    S-1
    
    333-132987
    
    10.12
    
    June 22, 200610.12
    
    Change of Control Agreement between the Registrant
and John R. Pestana
    
    S-1
    
    333-132987
    
    10.13
    
    June 22, 200610.13
    
    Form of Change of Control Agreement entered into
between Registrant and each of Brett M. Error and
Christopher C. Harrington
    
    S-1
    
    333-132987
    
    10.14
    
    June 22, 200610.14
    
    Change of Control Agreement between the Registrant
and Michael S. Herring
    
    S-1
    
    333-132987
    
    10.15
    
    June 22, 200610.15
    
    Master Finance Lease and Lease Covenant Agreement,
dated March 5, 2007, by and between the Registrant
and Zions Credit Corporation
    
    8-K
    
    000-52076
    
    10.1
    
    March 7, 200710.16
    
    The Touch Clarity Limited Enterprise Management
Incentives Share Option Plan 2002
    
    S-8
    
    333-141352
    
    99 .5
    
    March 16, 2007
 50




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Exhibit
    
    FiledNo.
    
    Exhibit Description
    
    Form
    
    File No.
    No.
    
    Filing Date
    
    Herewith10.17
    
    Forms of Agreements under The
Touch Clarity Limited Enterprise
Management Incentives Share
Option Plan 2002
    
    S-8
    
    333-141352
    
    99.6
    
    March 16, 200710.18
    
    Touch Clarity 2006 U.S. Stock Plan
    
    S-8
    
    333-141352
    
    99.7
    
    March 16, 200710.19
    
    Form of Stock Option Agreement
under Touch Clarity Limited 2006
U.S. Stock Plan
    
    S-8
    
    333-141352
    
    99.8
    
    March 16, 200710.20
    
    Separation Agreement entered into
between the Registrant and John
R. Pestana
    

10-Q
    
    000-52076
    
    10.20
    
    May 15, 200710.21A
    
    Silicon Valley Bank Second Amended and Restated Loan
and Security Agreement dated January 10, 2006
    
    S-1
    
    333-132987
    
    4.3
    
    May 24, 200610.21B
    
    Silicon Valley Bank Second Amendment to Second Amended
and Restated Loan and Security Agreement dated May 14,
2007
    
    10-Q
    
    000-52076
    
    10.1
    
    May 15, 200731 .1
    
    Rule 13a-14(a) / 15d-14(a)
Certification of Chief Executive
Officer
    
    
    
    
    
    
    
    
    
    X31 .2
    
    Rule 13a-14(a) / 15d-14(a)
Certification of Chief Financial
Officer
    
    
    
    
    
    
    
    
    
    X32 .1
    
    Section 1350 Certifications of
Chief Executive Officer and Chief
Financial Officer
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    The Securities and Exchange Commission has granted confidential treatment with respect to portions of this exhibit. A complete copy of
this exhibit has been filed separately with the Commission. 51




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##### Table of Contents



SIGNATURES
  OMNITURE, INC.(Registrant)Date: August 10, 2007
    
    /s/ Joshua G. JamesJoshua G. JamesPresident and Chief Executive Officer(Principal Executive Officer)Date: August 10, 2007
    
    /s/ Michael S. HerringMichael S. HerringChief Financial Officer and Executive VicePresident (Principal Financial Officer)
 52




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##### Table of Contents



INDEX TO EXHIBITS
 Incorporated by ReferenceExhibit
    
    
    
    Exhibit
    
    FiledNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith2 .1
    
    Share Purchase Agreement, dated February 14, 2007, by
and among Omniture, Inc., the Shareholders of Touch
Clarity Limited, Paul Phillips, Helen Protopapas and
Tim Brown, as the Warrantors, and Alta Berkeley LLP and
Yehoshua Ennis collectively as the Shareholder
Representative
    
    8-K
    
    000-52076
    
    2.1
    
    February 20, 20073.1
    
    Amended and Restated Certificate of Incorporation of
the Registrant currently in effect
    
    10-Q
    
    000-52076
    
    3.1
    
    August 11, 20063.2
    
    Amended and Restated Bylaws of the Registrant currently
in effect
    
    10-Q
    
    000-52076
    
    3.2
    
    August 11, 20064.1
    
    Specimen Common Stock Certificate of the Registrant
    
    S-1
    
    333-132987
    
    4.1
    
    June 22, 20064.2
    
    Amended and Restated Registration Rights Agreement,
dated as of April 26, 2006, between the Registrant and
Certain Holders of the Registrants Common Stock Named
therein
    
    S-1
    
    333-132987
    
    4.2
    
    June 9, 20064.3
    
    Registration Rights Agreement, dated February 14, 2007,
by and among Omniture, Inc. and the Shareholders of
Touch Clarity Limited
    
    8-K
    
    000-52076
    
    2.1
    
    February 20, 200710.1
    
    Form of Indemnification Agreement entered into by and
between the Registrant and its Directors and Officers
    
    S-1
    
    333-132987
    
    4.1
    
    May 24, 200610.2A
    
    1999 Equity Incentive Plan of the Registrant, as amended
    
    S-1
    
    333-132987
    
    10.2A
    
    April 4, 200610.2B
    
    Forms of Stock Option Agreement under the 1999 Equity
Incentive Plan
    
    S-1
    
    333-132987
    
    10.2B
    
    April 4, 200610.2C
    
    Form of Stock Option Agreement under the 1999 Equity
Incentive Plan used for Named Executive Officers and
Non-Employee Directors
    
    S-1
    
    333-132987
    
    10.2C
    
    June 9, 200610.3A
    
    2006 Equity Incentive Plan of the Registrant
    
    10-K
    
    000-52076
    
    10.3A
    
    March 23, 200710.3B
    
    Forms of Stock Option Award Agreement used under the
2006 Equity Incentive Plan
    
    10-K
    
    000-52076
    
    10.3B
    
    March 23, 200710.3C
    
    Form of Stock Appreciation Right Agreement and related
forms under the 2006 Equity Incentive Plan used for
Non-Employee Directors
    
    10-Q
    
    000-52076
    
    10.2
    
    May 15, 2007




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Exhibit
    
    FiledNo.
    
    Exhibit Description
    
    Form
    
    File No.
    No.
    
    Filing Date
    
    Herewith10.4A
    
    2006 Employee Stock Purchase Plan of the Registrant
    
    S-1
    
    333-132987
    
    10.4A
    
    April 4, 200610.4B
    
    Form of Subscription Agreement under 2006 Employee
Stock Purchase Plan
    
    S-1
    
    333-132987
    
    10.4B
    
    April 4, 200610.5
    
    Amended and Restated Employment Agreement between
the Registrant and Joshua G. James
    
    S-1
    
    333-132987
    
    10.5
    
    June 22, 200610.6
    
    Amended and Restated Employment Agreement between
the Registrant and John R. Pestana
    
    S-1
    
    333-132987
    
    10.6
    
    June 22, 200610.7
    
    Offer Letter with Michael S. Herring, dated
October 20, 2004
    
    S-1
    
    333-132987
    
    10.7
    
    April 4, 200610.8A
    
    Basic Lease Information and Canyon Park Technology
Center Office Building Lease Agreement, dated as
of May 9, 2003, between the Registrant and TCU
Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8A
    
    April 4, 200610.8B
    
    First Amendment to Basic Lease Information and
Canyon Park Technology Center Office Building
Lease Agreement, dated May 6, 2004, between the
Registrant and TCU Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8B
    
    April 4, 200610.8C
    
    Second Amendment to Basic Lease Information and
Canyon Park Technology Center Office Building
Lease Agreement, dated December 8, 2004, between
the Registrant and TCU Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8C
    
    April 4, 200610.8D
    
    Third Amendment to Basic Lease Information and
Canyon Park Technology Center Office Building
Lease Agreement, dated April 30, 2005, between the
Registrant and TCU Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8D
    
    April 4, 200610.8E
    
    Fourth Amendment to Basic Lease Information and
Canyon Park Technology Center Office Building
Lease Agreement, dated May 31, 2005, between the
Registrant and TCU Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8E
    
    April 4, 200610.8F
    
    Fifth Amendment to Basic Lease Information and
Canyon Park Technology Center Office Building
Lease Agreement, dated January 25, 2006, between
the Registrant and TCU Properties I, LLC
    
    S-1
    
    333-132987
    
    10.8F
    
    April 4, 200610.9*
    
    Settlement and Patent License Agreement, dated
February 28, 2006, by and between NetRatings, Inc.
and the Registrant
    
    S-1
    
    333-132987
    
    10.9
    
    April 4, 200610.10
    
    NetObjects, Inc. Warrant to Purchase Stock dated
March 26, 2002
    
    S-1
    
    333-132987
    
    10.10
    
    April 4, 200610.11
    
    Change of Control Agreement between the Registrant
and Joshua G. James
    
    S-1
    
    333-132987
    
    10.12
    
    June 22, 200610.12
    
    Change of Control Agreement between the Registrant
and John R. Pestana
    
    S-1
    
    333-132987
    
    10.13
    
    June 22, 200610.13
    
    Form of Change of Control Agreement entered into
between Registrant and each of Brett M. Error and
Christopher C. Harrington
    
    S-1
    
    333-132987
    
    10.14
    
    June 22, 200610.14
    
    Change of Control Agreement between the Registrant
and Michael S. Herring
    
    S-1
    
    333-132987
    
    10.15
    
    June 22, 200610.15
    
    Master Finance Lease and Lease Covenant Agreement,
dated March 5, 2007, by and between the Registrant
and Zions Credit Corporation
    
    8-K
    
    000-52076
    
    10.1
    
    March 7, 200710.16
    
    The Touch Clarity Limited Enterprise Management
Incentives Share Option Plan 2002
    
    S-8
    
    333-141352
    
    99.5
    
    March 16, 2007




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    Exhibit
    
    FiledNo.
    
    Exhibit Description
    
    Form
    
    File No.
    No.
    
    Filing Date
    
    Herewith10.17
    
    Forms of Agreements under The
Touch Clarity Limited Enterprise
Management Incentives Share
Option Plan 2002
    
    S-8
    
    333-141352
    
    99.6
    
    March 16, 200710.18
    
    Touch Clarity 2006 U.S. Stock Plan
    
    S-8
    
    333-141352
    
    99.7
    
    March 16, 200710.19
    
    Form of Stock Option Agreement
under Touch Clarity Limited 2006
U.S. Stock Plan
    
    S-8
    
    333-141352
    
    99.8
    
    March 16, 200710.20
    
    Separation Agreement entered into
between the Registrant and John
R. Pestana
    
    10-Q
    
    000-52076
    
    10.20
    
    May 15, 200710.21A
    
    Silicon Valley Bank Second Amended and Restated Loan
and Security Agreement dated January 10, 2006
    
    S-1
    
    333-132987
    
    4.3
    
    May 24, 200610.21B
    
    Silicon Valley Bank Second Amendment to Second Amended
and Restated Loan and Security Agreement dated May 14,
2007
    
    10-Q
    
    000-52076
    
    10.1
    
    May 15, 200731.1
    
    Rule 13a-14(a) / 15d-14(a)
Certification of Chief Executive
Officer
    
    
    
    
    
    
    
    
    
    X31.2
    
    Rule 13a-14(a) / 15d-14(a)
Certification of Chief Financial
Officer
    
    
    
    
    
    
    
    
    
    X32.1
    
    Section 1350 Certifications of
Chief Executive Officer and Chief
Financial Officer
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    The Securities and Exchange Commission has granted confidential treatment with respect to portions of this exhibit. A complete copy of
this exhibit has been filed separately with the Commission.