##### 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 March 31, 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 March 31, 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
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    30Part II. Other InformationItem 1. Legal Proceedings
    
    
    31Item 1A. Risk Factors
    
    
    31Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    48Item 3. Defaults Upon Senior Securities
    
    
    48Item 4. Submission of Matters to a Vote of Security Holders
    
    
    48Item 5. Other Information
    
    
    48Item 6. Exhibits
    
    
    48SIGNATURES
    
    
    51EXHIBIT INDEX




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 OMNITURE, INC.
 
 Condensed Consolidated Balance Sheets
(in thousands)
 December 31,
    
    
    March 31,2006
    
    
    2007(unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    68,287
    
    
    $
    27,816Short-term investments
    
    
    
    
    
    
    12,000Accounts receivable, net of allowances of $2,039 and $2,875 at
December 31, 2006 and March 31, 2007, respectively
    
    
    24,126
    
    
    
    33,081Prepaid expenses and other current assets
    
    
    1,571
    
    
    
    2,181Total current assets
    
    
    93,984
    
    
    
    75,078Property and equipment, net
    
    
    31,128
    
    
    
    31,875Intangible assets, net
    
    
    9,796
    
    
    
    36,804Goodwill
    
    
    
    
    
    
    48,039Other assets
    
    
    302
    
    
    
    593Total assets
    
    $
    135,210
    
    
    $
    192,389Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    2,586
    
    
    $
    6,468Accrued liabilities
    
    
    11,435
    
    
    
    16,293Current portion of deferred revenues
    
    
    21,885
    
    
    
    29,023Current portion of notes payable
    
    
    5,997
    
    
    
    5,313Current portion of capital lease obligations
    
    
    53
    
    
    
    472Deferred consideration related to business acquisition
    
    
    
    
    
    
    33,579Total current liabilities
    
    
    41,956
    
    
    
    91,148Deferred revenues, less current portion
    
    
    2,170
    
    
    
    2,516Notes payable, less current portion
    
    
    4,117
    
    
    
    3,362Capital lease obligations, less current portion
    
    
    24
    
    
    
    351Other liabilities
    
    
    518
    
    
    
    1,204Commitments and contingenciesStockholders equity:Common stock
    
    
    47
    
    
    
    48Additional paid-in capital
    
    
    127,380
    
    
    
    137,067Deferred stock-based compensation
    
    
    (2,172
    )
    
    
    (1,910
    )Accumulated other comprehensive income
    
    
    9
    
    
    
    (112
    )Accumulated deficit
    
    
    (38,839
    )
    
    
    (41,285
    )Total stockholders equity
    
    
    86,425
    
    
    
    93,808Total liabilities and stockholders equity
    
    $
    135,210
    
    
    $
    192,389
 See accompanying notes to the condensed consolidated financial statements.
 1




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OMNITURE, INC.
 
 Condensed Consolidated Statements of Operations
 (in thousands, except per share data)
 (unaudited)
 Three MonthsEnded March 31,2006
    
    
    2007Revenues:Subscription
    
    $
    15,540
    
    
    $
    27,320Professional services and other
    
    
    896
    
    
    
    1,833Total revenues
    
    
    16,436
    
    
    
    29,153Cost of revenues:Subscription
    
    
    6,107
    
    
    
    9,460Professional services and other
    
    
    671
    
    
    
    1,278Total cost of revenues
    
    
    6,778
    
    
    
    10,738Gross profit
    
    
    9,658
    
    
    
    18,415Operating expenses:Sales and marketing
    
    
    8,181
    
    
    
    13,324Research and development
    
    
    1,972
    
    
    
    3,143General and administrative
    
    
    2,850
    
    
    
    4,386Total operating expenses
    
    
    13,003
    
    
    
    20,853Loss from operations
    
    
    (3,345
    )
    
    
    (2,438
    )Interest income
    
    
    198
    
    
    
    636Interest expense
    
    
    (202
    )
    
    
    (257
    )Other expense
    
    
    (30
    )
    
    
    (353
    )Loss before provision for income taxes
    
    
    (3,379
    )
    
    
    (2,412
    )Provision for income taxes
    
    
    27
    
    
    
    34Net loss
    
    $
    (3,406
    )
    
    $
    (2,446
    )Net loss per share, basic and diluted
    
    $
    (0.24
    )
    
    $
    (0.05
    )Weighted-average number of shares, basic and diluted
    
    
    13,968
    
    
    
    47,753
 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)
 Three Months EndedMarch 31,2006
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (3,406
    )
    
    $
    (2,446
    )Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:Depreciation and amortization
    
    
    2,761
    
    
    
    4,180Stock-based compensation
    
    
    528
    
    
    
    1,885Loss on foreign currency forward contract
    
    
    
    
    
    
    243Net changes in operating assets and liabilities:Accounts receivable, net
    
    
    (3,654
    )
    
    
    (7,326
    )Prepaid expenses and other assets
    
    
    (1,459
    )
    
    
    13Accounts payable
    
    
    1,293
    
    
    
    3,487Accrued and other liabilities
    
    
    (355
    )
    
    
    (1,497
    )Deferred revenues
    
    
    1,719
    
    
    
    4,386Net cash (used in) provided by operating activities
    
    
    (2,573
    )
    
    
    2,925Cash flows from investing activities:Purchases of short-term investments
    
    
    
    
    
    
    (12,000
    )Purchases of property and equipment
    
    
    (5,263
    )
    
    
    (2,302
    )Purchases of intangible assets
    
    
    
    
    
    
    (1,628
    )Payment related to foreign currency forward contract
    
    
    
    
    
    
    (337
    )Business acquisitions, net of cash acquired
    
    
    
    
    
    
    (26,264
    )Net cash used in investing activities
    
    
    (5,263
    )
    
    
    (42,531
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    9
    
    
    
    659Proceeds from employee stock purchase plan
    
    
    
    
    
    
    99Proceeds from issuance of notes payable
    
    
    5,100
    
    
    
    Principal payments on notes payable and capital lease obligations
    
    
    (919
    )
    
    
    (1,623
    )Net cash provided by (used in) financing activities
    
    
    4,190
    
    
    
    (865
    )Net decrease in cash and cash equivalents
    
    
    (3,646
    )
    
    
    (40,471
    )Cash and cash equivalents at beginning of period
    
    
    22,196
    
    
    
    68,287Cash and cash equivalents at end of period
    
    $
    18,550
    
    
    $
    27,816
 See accompanying notes to the condensed consolidated financial statements.
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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
  Short-term Investments
  Comprehensive Loss
  4




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 Foreign Currency
   Long-lived Assets, Including Goodwill
 Accounting for the Impairment and Disposal of
Long-Lived Assets.
 Goodwill and Other Intangible
Assets.
 2. Acquisitions
 Instadia A/S
  Recognition of Liabilities in Connection with a Purchase Business Combination.
  5




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
  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
    
    
    10,508Total assets acquired
    
    
    18,555Current liabilities
    
    
    3,378Long-term liabilities
    
    
    763Total liabilities assumed
    
    
    4,141Net assets acquired
    
    $
    14,414
   Touch Clarity Limited
    6




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
   Current assets
    
    $
    2,356Property and equipment
    
    
    1,374Other assets
    
    
    127Acquired intangibles:Existing technology (seven-year estimated useful life)
    
    
    14,300Customer contracts and related relationships (eight-year estimated useful life)
    
    
    3,700Core technology (six-year estimated useful life)
    
    
    3,300Patent license (five-year estimated useful life)
    
    
    166Goodwill
    
    
    37,531Total assets acquired
    
    
    62,854Current liabilities
    
    
    3,680Long-term liabilities
    
    
    195Total liabilities assumed
    
    
    3,875Net assets acquired
    
    $
    58,979
   Three MonthsEnded March 31,2006
    
    2007Revenues
    
    $
    17,083
    
    
    $
    29,681Loss from operations
    
    
    (5,368
    )
    
    
    (4,577
    )Net loss
    
    
    (5,612
    )
    
    
    (4,732
    )Net loss per share, basic and diluted
    
    $
    (0.40
    )
    
    $
    (0.10
    )
 7




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 3.
Stock-based Compensation
 Equity Incentive Plans
       8




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 Valuation of Stock Options
 Share-Based Payment
   Three MonthsEnded March 31,2006
    
    2007Expected volatility
    
    
    64
    %
    
    
    60
    %Expected term (in years)
    
    
    6.3-6.7
    
    
    
    4.0-6.1Risk-free interest rate
    
    
    4.6%-4.8
    %
    
    
    4.5%-4.8
    %Expected dividends
    
    
    
    
    
    
    
 Stock Option Activity
  Weighted-Number of
    
    
    
    
    
    AverageShares
    
    Weighted-
    
    RemainingSubject to
    
    Average
    
    Contractual
    
    AggregateOutstanding
    
    Exercise Price
    
    Term
    
    IntrinsicOptions
    
    Per Share
    
    (in Years)
    
    Value(2)(in thousands)Outstanding at January 1, 2007
    
    
    8,628,795
    
    
    $
    4.82Granted
    
    
    2,228,072
    
    
    
    17.64Substituted in connection with
the acquisition of Touch
Clarity
    
    
    746,233
    
    
    
    0.79Exercised
    
    
    (726,715
    )
    
    
    0.91Canceled
    
    
    (78,286
    )
    
    
    7.04Outstanding at March 31, 2007
    
    
    10,798,099
    
    
    
    7.43
    
    
    
    8.2
    
    
    $
    116,547Vested and expected to vest at
March 31, 2007(1)
    
    
    5,865,921
    
    
    
    11.68
    
    
    
    9.5
    
    
    $
    38,403Exercisable at March 31, 2007
    
    
    2,506,109
    
    
    
    1.09
    
    
    
    5.0
    
    
    $
    42,964
 
 (1)
    
    Includes only options granted on or after January 1,
2006, which are subject to the
provisions of SFAS No. 123R.(2)
    
    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 March 31, 2007. 9




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
  Three MonthsEnded March 31,2006
    
    2007Weighted-average, grant-date fair value of stock options granted
    
    $
    5.10
    
    
    $
    10.97
    (1)Weighted-average exercise price of stock options granted
    
    $
    6.60
    
    
    $
    17.64
    (1)Aggregate
intrinsic value of stock options exercised (in thousands) (2)
    
    $
    607
    
    
    $
    10,698Fair value
of stock options vested (in thousands) (3)
    
    $
    
    
    
    $
    625Weighted-average, grant-date fair value of stock options forfeited (3)
    
    $
    5.14
    
    
    $
    10.63Number of
stock options forfeited (3)
    
    
    2,500
    
    
    
    55,767
 
 (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. Deferred Stock-based Compensation
   Stock-based Compensation Expense
  Three MonthsEnded March 31,2006
    
    
    2007Cost of subscription revenues
    
    $
    17
    
    
    $
    293Cost of professional services and other revenues
    
    
    4
    
    
    
    104Sales and marketing
    
    
    94
    
    
    
    675Research and development
    
    
    97
    
    
    
    383General and administrative
    
    
    316
    
    
    
    430Total stock-based compensation
    
    $
    528
    
    
    $
    1,885
 10




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 Warrants
  4. Concentrations of Credit Risk and Significant Customers
     Three MonthsEnded March 31,2006
    
    
    2007Revenues from customers within the United States
    
    $
    14,086
    
    
    $
    22,548Revenues from customers outside the United States
    
    
    2,350
    
    
    
    6,605Total revenues
    
    $
    16,436
    
    
    $
    29,153Revenues from customers outside the United States as a percentage
of total revenues
    
    
    14
    %
    
    
    23
    %
 5. Net Loss Per Share
  Three MonthsEnded March 31,2006
    
    
    2007Numerator:Net loss
    
    $
    (3,406
    )
    
    $
    (2,446
    )Denominator:Weighted-average common shares outstanding
    
    
    14,661
    
    
    
    48,624Weighted-average common shares outstanding subject to repurchase
    
    
    (693
    )
    
    
    (871
    )Denominator for net loss per share, basic and diluted
    
    
    13,968
    
    
    
    47,753
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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
  Three MonthsEnded March 31,2006
    
    2007Common shares outstanding subject to repurchase
    
    
    677
    
    
    
    858Employee stock options
    
    
    5,968
    
    
    
    5,567Warrants
    
    
    519
    
    
    
    241Convertible preferred stock
    
    
    21,674
    
    
    
    
 6. Balance Sheet Accounts
 Intangible Assets
  December 31, 2006Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountPatent licenses
    
    $
    10,199
    
    
    $
    (1,356
    )
    
    $
    8,843Customer contracts and related relationships
    
    
    
    
    
    
    
    
    
    
    Non-compete agreements
    
    
    
    
    
    
    
    
    
    
    Purchased technology
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    1,777
    
    
    
    (824
    )
    
    
    953$
    11,976
    
    
    $
    (2,180
    )
    
    $
    9,796
 March 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountPatent licenses
    
    $
    11,213
    
    
    $
    (1,737
    )
    
    $
    9,476Customer contracts and related relationships
    
    
    8,100
    
    
    
    (147
    )
    
    
    7,953Non-compete agreements
    
    
    600
    
    
    
    (52
    )
    
    
    548Purchased technology
    
    
    18,200
    
    
    
    (242
    )
    
    
    17,958Other
    
    
    1,777
    
    
    
    (908
    )
    
    
    869$
    39,890
    
    
    $
    (3,086
    )
    
    $
    36,804
  Remaining nine months in 2007
    
    $
    4,5682008
    
    
    6,0832009
    
    
    5,7792010
    
    
    5,4602011
    
    
    5,307Thereafter
    
    
    9,607$
    36,804
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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 Accrued Liabilities
  December 31,
    
    
    March 31,2006
    
    
    2007Patent license and settlement costs
    
    $
    3,831
    
    
    $
    2,900Accrued bonuses and commissions
    
    
    3,311
    
    
    
    2,462Accrued restructuring
    
    
    
    
    
    
    2,345Other accrued liabilities
    
    
    4,293
    
    
    
    8,586$
    11,435
    
    
    $
    16,293
 7. Notes Payable
  Interest
    
    
    Final Maturity
    
    
    December 31,
    
    
    March 31,Rate
    
    
    Date
    
    
    2006
    
    
    2007Draw on equipment line of credit
    
    
    5.00
    %
    
    Aug. 2007
    
    $
    940
    
    
    $
    587Draw on equipment line of credit
    
    
    5.06
    
    
    Oct. 2007
    
    
    752
    
    
    
    526Draw on equipment line of credit
    
    
    4.81
    
    
    Oct. 2007
    
    
    603
    
    
    
    422Draw on revolving line of credit
    
    variable rate
    
    Dec. 2007
    
    
    500
    
    
    
    500Draw on second equipment facility
    
    
    7.55
    
    
    Jan. 2009
    
    
    1,389
    
    
    
    1,222Draw on second equipment facility
    
    
    7.77
    
    
    Feb. 2009
    
    
    794
    
    
    
    703Draw on second equipment facility
    
    
    8.03
    
    
    Mar. 2009
    
    
    1,500
    
    
    
    1,333Draw on second equipment facility
    
    
    8.38
    
    
    April 2009
    
    
    1,684
    
    
    
    1,504Draw on second equipment facility
    
    
    8.79
    
    
    June 2009
    
    
    1,952
    
    
    
    1,757Other notes payable
    
    variable rate
    
    May 2009
    
    
    
    
    
    
    12110,114
    
    
    
    8,675Less: current portion
    
    
    
    
    
    
    
    
    
    
    (5,997
    )
    
    
    (5,313
    )Notes payable, excluding current
portion
    
    
    
    
    
    
    
    
    
    $
    4,117
    
    
    $
    3,362
    13




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
   Year Ending December 31,Remaining nine months in 2007
    
    $
    4,4962008
    
    
    3,2482009
    
    
    931$
    8,675
 8. Income Taxes
 Accounting for Income Taxes.
 Accounting for Uncertainty in Income Taxes
    9. Commitments and Contingencies
 Litigation Settlement
  14




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Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
   Leases
   December 31,
    
    
    March 31,2006
    
    
    2007Gross
    
    $
    293
    
    
    $
    1,177Less accumulated amortization
    
    
    (219
    )
    
    
    (320
    )Net carrying amount
    
    $
    74
    
    
    $
    857
  Capital
    
    
    OperatingYear Ending December 31,
    
    Leases
    
    
    LeasesRemaining nine months in 2007
    
    $
    477
    
    
    $
    1,6982008
    
    
    274
    
    
    
    2,1252009
    
    
    149
    
    
    
    1,8872010
    
    
    27
    
    
    
    1,747Thereafter
    
    
    
    
    
    
    443Total minimum lease payments
    
    
    927
    
    
    $
    7,900Less: imputed interest
    
    
    (104
    )Present value of minimum lease payments
    
    
    823Less: current portion
    
    
    (472
    )Capital lease obligations, less current portion
    
    $
    351
  Indemnification
  15




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##### Table of Contents



Omniture, Inc.
 Notes to Condensed Consolidated Financial Statements-(Continued)
 (unaudited)
 Warranties
    Legal Matters
  16




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##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following Managements Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with our Consolidated Financial Statements and related
Notes included in Part I. Item 1 of this Quarterly Report on Form 10-Q . This discussion contains
forward-looking statements based on current expectations that involve risks and uncertainties, such
as our plans, objectives, expectations and intentions. Our actual results and the timing of events
could differ materially from those anticipated in these forward-looking statements as a result of
various factors, including those set forth in the following
discussion and in Part II. Item 1A.
Risk Factors and elsewhere in this Quarterly Report on Form 10-Q .
 Overview
       17




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##### Table of Contents



Recent Acquisitions
   How We Generate Revenues
  Subscription Revenues.
      18




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Professional Services and Other Revenues.
  Indirect Sales.
 Cost of Revenues and Operating Expenses
 Cost
of Revenues.
   Operating Expenses.
    Trends in Our Business and Results of Operations
  19




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20




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Share-Based Payment
   21




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Results of Operations
  Three MonthsEnded March 31,2006
    
    
    2007Revenues:Subscription
    
    
    95
    %
    
    
    94
    %Professional services and other
    
    
    5
    
    
    
    6Total revenues
    
    
    100
    
    
    
    100Cost of revenues:Subscription
    
    
    37
    
    
    
    33Professional services and other
    
    
    4
    
    
    
    4Total cost of revenues
    
    
    41
    
    
    
    37Gross margin
    
    
    59
    
    
    
    63Operating expenses:Sales and marketing
    
    
    50
    
    
    
    45Research and development
    
    
    12
    
    
    
    11General and administrative
    
    
    17
    
    
    
    15Total operating expenses
    
    
    79
    
    
    
    71Loss from operations
    
    
    (20
    )
    
    
    (8
    )Interest income
    
    
    1
    
    
    
    2Interest expense
    
    
    (1
    )
    
    
    (1
    )Other expense
    
    
    (1
    )
    
    
    (1
    )Loss before provision for income taxes
    
    
    (21
    )
    
    
    (8
    )Provision for income taxes
    
    
    
    
    
    
    Net loss
    
    
    (21
    )%
    
    
    (8
    )%
 Revenues
 Three MonthsEnded March 31,2006
    
    
    2007
    
    
    % Change(in thousands)Subscription
    
    $
    15,540
    
    
    $
    27,320
    
    
    
    76
    %Professional services and other
    
    
    896
    
    
    
    1,833
    
    
    
    105Total revenues
    
    $
    16,436
    
    
    $
    29,153
    
    
    
    77
  22




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Three MonthsEnded March 31,2006
    
    
    2007Revenues from customers within the United States
    
    $
    14,086
    
    
    $
    22,548Revenues from customers outside the United States
    
    
    2,350
    
    
    
    6,605Total revenues
    
    $
    16,436
    
    
    $
    29,153Revenues from customers outside the United States as a percentage of total revenues
    
    
    14
    %
    
    
    23
    %
   Cost of Revenues
 Three MonthsEnded March 31,2006
    
    
    2007
    
    
    % Change(in thousands)Subscription
    
    $
    6,107
    
    
    $
    9,460
    
    
    
    55
    %Professional services and other
    
    
    671
    
    
    
    1,278
    
    
    
    90Total cost
of revenues
    
    $
    6,778
    
    
    $
    10,738
    
    
    
    58
  Three MonthsEnded March 31,2006
    
    2007Subscription
    
    
    39
    %
    
    
    35
    %Professional services and other
    
    
    75
    
    
    
    70
   23




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Operating Expenses
 Three MonthsEnded March 31,
    
    
    % Change2006
    
    
    2007(in thousands)Sales and marketing
    
    $
    8,181
    
    
    $
    13,324
    
    
    
    63
    %Research and development
    
    
    1,972
    
    
    
    3,143
    
    
    
    59General and administrative
    
    
    2,850
    
    
    
    4,386
    
    
    
    54Total operating expenses
    
    $
    13,003
    
    
    $
    20,853
    
    
    
    60
 Sales and Marketing
  Research and Development
  General and Administrative
  24




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Stock-based Compensation
  Three MonthsEnded March 31,2006
    
    
    2007Cost of subscription revenues
    
    $
    17
    
    
    $
    293Cost of professional services and other revenues
    
    
    4
    
    
    
    104Sales and marketing
    
    
    94
    
    
    
    675Research and development
    
    
    97
    
    
    
    383General and administrative
    
    
    316
    
    
    
    430Total stock-based compensation
    
    $
    528
    
    
    $
    1,885
  Interest Income, Interest Expense and Other Income (Expense)
 Three MonthsEnded March 31,2006
    
    2007(in thousands)Interest income
    
    $
    198
    
    
    $
    636Interest expense
    
    
    (202
    )
    
    
    (257
    )Other expense
    
    
    (30
    )
    
    
    (353
    )
   Liquidity and Capital Resources
   Operating Activities
   25




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Investing Activities
    Financing Activities
  Other Factors Affecting Liquidity and Capital Resources
      26




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Recognition of
Liabilities in Connection with a Purchase Business Combination
   Off-balance Sheet Arrangements
   Accounting for Leases
 Contractual Obligations and Commitments
  DeferredPatent License
    
    
    ConsiderationInterest on
    
    
    and
    
    
    Related toCapital
    
    
    Operating
    
    
    Notes
    
    
    Notes
    
    
    Settlement
    
    
    BusinessLeases
    
    
    Leases
    
    
    Payable
    
    
    Payable(1)
    
    
    Costs
    
    
    Acquisition
    
    
    TotalRemaining nine
months in 2007
    
    $
    477
    
    
    $
    1,698
    
    
    $
    4,496
    
    
    $
    407
    
    
    $
    3,000
    
    
    $
    33,579
    
    
    $
    43,6572008
    
    
    274
    
    
    
    2,125
    
    
    
    3,248
    
    
    
    225
    
    
    
    
    
    
    
    
    
    
    
    5,8722009
    
    
    149
    
    
    
    1,887
    
    
    
    931
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    2,9852010
    
    
    27
    
    
    
    1,747
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,7742011
    
    
    
    
    
    
    443
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    443Total contractual
obligations
    
    $
    927
    
    
    $
    7,900
    
    
    $
    8,675
    
    
    $
    650
    
    
    $
    3,000
    
    
    $
    33,579
    
    
    $
    54,731
 
 (1)
    
    Includes total estimated variable interest payments of
$45,000, of which $35,000
relates to our revolving line of credit and $10,000 relates to our other notes payable. The
$35,000 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 March 31, 2007. The $10,000 related to other
notes payable is based on the $121,000 principal balance and interest rate of 8.75% in effect
at March 31, 2007.  27




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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.
    28




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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
   29




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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
   (b) Changes in Internal Control Over Financial Reporting
  30




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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; 31




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
    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 and potential future
    charges for impairment of goodwill from acquired companies;
    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.  period-to-period
  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.
   32




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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.
   33




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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.
    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; 34




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
    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. 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.        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.
   35




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back-up
    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.
   36




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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; 37




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##### Table of Contents




    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.        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.
   38




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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.
          The
    success of our business depends in large part on our ability to
    protect and enforce our intellectual property
    rights.
   39




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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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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;
    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. 41




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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.
   42




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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.
    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.
  non-U.S. regulators.
 43




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##### Table of Contents



We
    interact with consumers through our customers, so we may be held
    accountable for our customers handling of the
    consumers personal information.
      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.
  class-action
   44




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e-mail
    We
    may face liability for the unauthorized disclosure or theft of
    private information, which could expose us to liabilities and
    harm our stock price.
    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.
   45




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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.
  intra-day intra-day
  
    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.    If
    securities analysts stop publishing research or reports about
    our business, or if they downgrade our stock, the price of our
    stock could decline.
   46




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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.   47




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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
  
 ITEM 5. Other Information
  
 ITEM 6. Exhibits
  Incorporated by Reference
    
    FiledExhibit No.
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit 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, 2006
 48




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##### Table of Contents



Incorporated by Reference
    
    FiledExhibit No.
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit No.
    
    Filing Date
    
    Herewith4.2
    
    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
    
    Silicon Valley Bank Second Amended and
Restated Loan and Security Agreement dated
January 10, 2006
    
    S-1
    
    333-132987
    
    
    4.3
    
    
    May 24, 20064.4
    
    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
    
    Silicon Valley Bank Second
Amendment to Second Amended and Restated Loan and Security Agreement
dated May 14, 2007
    
    
    
    
    
    
    
    
    
    
    
    X10.2
    
    Form of Stock Appreciation Right
Agreement and related forms under the 2006 Equity Incentive Plan used
for Non-Employee Directors
    
    
    
    
    
    
    
    
    
    
    
    X
 49




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##### Table of Contents



Incorporated by Reference
    
    FiledExhibit No.
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit No.
    
    Filing Date
    
    Herewith10.3
    
    Separation Agreement entered into between
the Registrant and John R. Pestana, dated March 28, 2007
    
    
    
    
    
    
    
    
    
    
    
    X10.4
    
    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, 200710.5
    
    The Touch Clarity Limited
Enterprise Management Incentives Share Option Plan 2002
    
    S-8
    
    333-141352
    
    
    99.5
    
    
    March 16, 200710.6
    
    Forms of Agreements under the Touch
Clarity Limited Enterprise Management Incentives Share Option Plan
2002
    
    S-8
    
    333-141352
    
    
    99.6
    
    
    March 16, 200710.7
    
    Touch Clarity 2006 U.S. Stock Plan
    
    S-8
    
    333-141352
    
    
    99.7
    
    
    March 16, 200710.8
    
    Form of Stock Option Agreement
under Touch Clarity Limited 2006 U.S. Stock Plan
    
    S-8
    
    333-141352
    
    
    99.8
    
    
    March 16, 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
 50




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##### Table of Contents



SIGNATURES
  OMNITURE, INC.
(Registrant)Date:  May 15, 2007
    /s/ Joshua G. JamesJoshua G. JamesPresident and Chief Executive Officer
(Principal Executive Officer)Date:  May 15, 2007
    /s/ Michael S. HerringMichael S. HerringChief Financial Officer and Executive Vice
President
(Principal Financial Officer) 51




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##### Table of Contents



INDEX TO EXHIBITS
 Incorporated by Reference
    
    FiledExhibit No.
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit 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
    
    Silicon Valley Bank Second Amended and
Restated Loan and Security Agreement dated
January 10, 2006
    
    S-1
    
    333-132987
    
    
    4.3
    
    
    May 24, 20064.4
    
    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
    
    Silicon Valley Bank Second
Amendment to Second Amended and Restated Loan and Security Agreement
dated May 14, 2007
    
    
    
    
    
    
    
    
    
    
    
    X10.2
    
    Form of Stock Appreciation Right Agreement and related forms
under the 2006 Equity Incentive Plan used
for Non-Employee Directors
    
    
    
    
    
    
    
    
    
    
    
    X




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##### Table of Contents



Incorporated by Reference
    
    FiledExhibit No.
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit No.
    
    Filing Date
    
    Herewith10.3
    
    Separation Agreement entered into between
the Registrant and John R. Pestana, dated March 28, 2007
    
    
    
    
    
    
    
    
    
    
    
    X10.4
    
    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, 200710.5
    
    The Touch Clarity Limited
Enterprise Management Incentives Share Option Plan 2002
    
    S-8
    
    333-141352
    
    
    99.5
    
    
    March 16, 200710.6
    
    Forms of Agreements under the Touch
Clarity Limited Enterprise Management Incentives Share Option Plan
2002
    
    S-8
    
    333-141352
    
    
    99.6
    
    
    March 16, 200710.7
    
    Touch Clarity 2006 U.S. Stock Plan
    
    S-8
    
    333-141352
    
    
    99.7
    
    
    March 16, 200710.8
    
    Form of Stock Option Agreement
under Touch Clarity Limited 2006 U.S. Stock Plan
    
    S-8
    
    333-141352
    
    
    99.8
    
    
    March 16, 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