-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F6yB0v7qdYiCebEjZHIBbZYvoSixHMX8nPU95g7Lnn6F+G6nMgnPZ/orPP6YD8Pp Rt74JSkBaAvCyxfkqFeIIQ== 0001157523-05-005039.txt : 20050524 0001157523-05-005039.hdr.sgml : 20050524 20050524144740 ACCESSION NUMBER: 0001157523-05-005039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050519 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050524 DATE AS OF CHANGE: 20050524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERENA SOFTWARE INC CENTRAL INDEX KEY: 0001073967 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942669809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25285 FILM NUMBER: 05854148 BUSINESS ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: 3RD FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403-2538 BUSINESS PHONE: 6505226600 MAIL ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: 3RD FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403-2538 8-K 1 a4893385.txt SERENA SOFTWARE INC. 8-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 19, 2005 SERENA SOFTWARE INC. (Exact name of registrant as specified in its charter) Delaware 000-25285 94-2669809 (State or other jurisdictions Commission File Number (I.R.S. employer of Incorporation) identification number) 2755 CAMPUS DRIVE 3rd FLOOR, 94403-2538 SAN MATEO, CALIFORNIA (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (650) 522-6600 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): X Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On May 19, 2005, Serena Software Inc. issued a press release announcing its financial results for the quarter ended April 30, 2005. The press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference. The information contained in this Item 2.02, including the attached Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits: 99.1 Press Release, dated May 19, 2005, announcing financial results for the quarter ended April 30, 2005. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SERENA SOFTWARE, INC. By: /s/ ROBERT I. PENDER JR. ------------------------ Name: Robert I. Pender Jr Title: Senior Vice President, Finance and Administration, Chief Financial Officer and Director Date: May 19, 2005 3 EXHIBIT INDEX Exhibit Number 99.1 Press Release, dated May 19, 2005, announcing financial results for the quarter ended April 30, 2005. EX-99.1 2 a4893385ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Serena Software Reports First Quarter Fiscal 2006 Results; GAAP EPS of $0.17; Non-GAAP EPS of $0.32 up 52% year over year SAN MATEO, Calif.--(BUSINESS WIRE)--May 19, 2005--Serena Software (NASDAQ: SRNA), the largest company solely focused on managing change in the IT environment, announced today results for the first quarter ending April 30, 2005. Total revenue computed in accordance with generally accepted accounting principles ("GAAP") of $61.3 million in the first quarter of fiscal 2006 represented an 82% increase over the first quarter of fiscal 2005. Total revenue on a non-GAAP basis for the first quarter was $62.8 million. Non-GAAP revenue differs from GAAP revenue because it includes a $1.5 million add-back of maintenance revenue written down in the Merant acquisition purchase accounting. Software license revenue was $22.2 million for the first quarter of fiscal 2006, up 40% over the same quarter a year ago. On a GAAP basis, maintenance revenue increased to $33.0 million for the first quarter, up 123% year over year and service revenues were $6.1 million. License revenue for the first quarter from software change management was 88% of total license revenue, with 68% of total license revenue coming from distributed systems platforms. Net income and net income per diluted share computed in accordance with GAAP for the first quarter of fiscal 2006 increased to $8.1 million and $0.17 from a net loss of $(4.3) million and $(0.11) in the same quarter a year ago. Non-GAAP net income and net income per diluted share for the first quarter of fiscal 2006 increased 63% and 52%, respectively, to $17.0 million and $0.32 from $10.4 million and $0.21 in the first quarter of fiscal 2005. Diluted earnings per share was calculated taking into consideration the issuance of EITF 04-08, "Effect of Contingently Convertible Debt on Diluted Earnings per Share." Net income was increased for the tax effected debt related costs on an "as converted" basis by $0.7 million for the quarter ended April 30, 2005. Fully diluted shares were 52.8 million shares for the first quarter of fiscal 2006. In the first quarter this change reduced GAAP and non-GAAP diluted earnings per share by $0.02 and $0.06, respectively. Previously reported net income and diluted earnings per share have not been restated based on the effect of EITF 04-08 because its effect would have been anti-dilutive. Non-GAAP net income and net income per share exclude amortization of intangible assets and charges relating to the purchase accounting adjustments for the acquisition of Merant, including stock-based compensation, the revenue impact of the deferred maintenance write-down to fair value, amortization of acquired technology and other intangible assets, restructuring, acquisition and other charges, and acquired in-process research and development. A reconciliation of non-GAAP to GAAP financial results is included in this press release. Total cash and equivalents, restricted cash and investments as of April 30, 2005 was $173 million and cash flow from operations for the first quarter was approximately $17 million. Current deferred revenue increased 11% sequentially to $70.3 million and total deferred revenue increased 10% sequentially to $83.6 million. Days sales outstanding on a GAAP basis were 69 days and 68 days on a non-GAAP basis. The Company repurchased 1.5 million shares of its common stock in the open market during the first quarter of fiscal 2006 for an aggregate price of $34.4 million. Additionally, the Company's board of directors authorized the future repurchase of up to 1.5 million shares. "We continue to execute well in what was a more challenging IT spending environment in the first quarter than we anticipated", said Mark Woodward, President and CEO. "I am pleased that we are able to exceed earnings expectations by expanding targeted operating margins through improved productivity. I believe we remain well positioned as a market leader and will continue to focus on both revenue growth and margin expansion going forward." The Company also announced its financial outlook for the second quarter of fiscal 2006. Second quarter total revenues on a GAAP basis are expected to be in the range of $64 million to $66 million and non-GAAP net income per fully diluted share is expected to be between $0.32 and $0.33. GAAP net income per fully diluted share is expected to be between $0.19 and $0.20. Diluted earnings per share was calculated taking into consideration the issuance of EITF 04-08, "Effect of Contingently Convertible Debt on Diluted Earnings per Share." First Quarter Highlights -- Announced that Serena supports SAFE for the mainframe with new TeamTrack for ChangeMan release. The latest version provides companies with a common process foundation for mainframe software changes to improve productivity and collaboration. -- Appointed Matthew DiMaria as Vice President of Marketing. Mr. DiMaria's broad experience as a marketing and business development strategist will be invaluable in driving Serena's marketing strategy to further Serena's strategic approach for managing change across IT. -- Filed Form 10-K with full Sarbanes-Oxley Section 404 certification on April 8, 2006. In the filing, the Company's auditors affirmed management's assessment that internal controls over financial reporting were effective and affirmed that, in all material respects, the company maintained effective internal control over financial reporting as of January 31, 2005. -- Announced that Serena dominates ratings in new industry report on configuration management solutions from analyst firm Ovum. -- Announced that Serena streamlines web content management by integrating Macromedia Contribute 3.1 with Serena Collage to provide customers with a powerful way to manage and update website content. GAAP to non-GAAP Reconciliation Serena management evaluates and makes operating decisions using various operating measures. These measures are generally based on the revenues of its product, maintenance and services operations and certain costs of these operations, such as cost of revenues, research and development, sales and marketing and general and administrative expenses. Such measures include non-GAAP revenue, non-GAAP net income and non-GAAP net income per share. Collectively, we refer to these non-GAAP financial measures as "non-GAAP measures." We have outlined below the type and scope of the amounts excluded in calculating these non-GAAP measures and the limitations on the use of these non-GAAP measures as a result of these exclusions. These non-GAAP measures are not an alternative to revenue or net income as calculated in accordance with GAAP. Investors and potential investors in our securities should not rely on the use of these non-GAAP measures as a substitute for any GAAP financial measure. In addition, our calculation of these non-GAAP measures may or may not be consistent with that of other companies. We strongly urge investors and potential investors to review the reconciliations to the comparable GAAP financial measures that are included below and not to rely on any single financial measure to evaluate our business. Serena views non-GAAP revenue, non-GAAP net income and non-GAAP earnings per share as operating performance measures, and as such it believes that the GAAP financial measures most directly comparable to them are revenue, net income and net income per share, respectively. Non-GAAP net income and net income per share differ from comparable GAAP measures in that they exclude the amortization of intangible assets and charges relating to the purchase accounting adjustments for the acquisition of Merant, including the revenue impact of the deferred maintenance write-down to fair value, amortization of acquired technology and intangible assets, stock based compensation, restructuring, acquisition and other charges. Non-GAAP revenue differs from GAAP revenue in that it adds back maintenance revenue written down in the Merant acquisition pursuant to purchase accounting. Management believes it is useful in measuring Serena's operations to exclude amortization of intangible assets and charges relating to the purchase accounting adjustments for the acquisition of Merant because these costs are primarily fixed at the time of the acquisition and generally cannot be changed by management in the short term, or represent significant costs not related to current operations. Non-GAAP revenue and non-GAAP net income are helpful in more clearly reflecting the sales of Serena's products and services, as well as highlighting trends in its core business that may not otherwise be apparent when relying solely on GAAP financial measures, because these non-GAAP measures eliminate from revenue and net income financial items that have less bearing on Serena's operating performance. The Merant acquisition was a particularly large acquisition in Serena's history, and management believes the impact of charges relating to the acquisition can make it more difficult to evaluate the trends of Serena's underlying business, including the performance of its products, maintenance and services operations. Serena believes it is useful to investors to see how management separates initial transaction costs from its view of Serena's current and future continuing operations. Management also believes that these non GAAP measures facilitate comparison of the current operating performance of the combined Serena and Merant operations to the past performance of Serena and Merant as separate companies, as it permits the comparison of operating results of the separate companies, viewed together, to Serena's current operating results without the impact of charges relating to the acquisition process rather than the underlying operations of the two companies. Serena's management uses these non-GAAP measures as supplemental financial measures to evaluate the performance of Serena's business that, viewed with Serena's GAAP results and the accompanying reconciliations, it believes provide a more complete understanding of factors and trends affecting its business than GAAP results alone. Serena uses these measures to make forecasting, budgeting and operating decisions such as establishment of operating targets, budgets and bonus compensation. Serena communicates these non-GAAP measures to the public through its earnings releases because we understand that they are financial measures commonly used by analysts that cover our industry and our investor base to evaluate our performance. For example, based on communications with analysts and investors, Serena understands that some analysts and investors may value companies based on a measure of discounted future cash flows and that Serena's non-GAAP financial measures can be useful to such analysts in performing such valuations. Management believes that presenting these non-GAAP measures provides investors and analysts with an additional base line for assessing the future earnings potential of Serena. Serena prefers to allow investors to have these supplemental measures since, with reconciliation to GAAP, they may provide additional insight into its financial results. Non-GAAP measures should not be considered a substitute for measures of financial performance prepared in accordance with GAAP. Investors are encouraged to look at GAAP results as the best measure of financial performance. For example, amortization of acquired technology and intangible assets are important to consider because they may represent initial expenditures that under GAAP are reported across future fiscal periods. Stock based compensation and restructuring and acquisition related charges are important because they may represent obligations of Serena that should be considered. All of these metrics are important to financial performance generally. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures contained within this press release with their most directly comparable GAAP financial results. Though Serena management finds its non-GAAP measures useful in evaluating the performance of its business, its reliance on these measures is limited because items excluded from such measures often have a material effect on its revenue, net income and net income per share calculated in accordance with GAAP. Management compensates for the above-described limitations of using a non-GAAP measure by using these non-GAAP measures to supplement Serena's GAAP results to provide a more complete understanding of the factors and trends affecting our business. Commentary Available A conference call to discuss the preliminary results is scheduled for 2:00 PM Pacific time today and may be accessed live via the Internet at www.companyboardroom.com or www.serena.com/Q106results. A replay of the call will be available through June 2, 2005 by dialing 800-340-2806 or 303-745-7501. About Serena Software, Inc. Serena Software (NASDAQ: SRNA) is the largest company solely focused on managing change in the IT environment. Serena's products and services automate process and control change for teams managing development, web content, and IT infrastructure. Based on 25 years of innovation in process and configuration management, Serena's SAFE(TM) solutions enable customers at more than 15,000 sites worldwide, including 98 of the Fortune 100, to improve IT governance, mitigate risks, support regulatory compliance, and boost productivity and quality. Serena is headquartered in San Mateo, California, with offices throughout the U.S., Europe, and Asia Pacific. For more information, please visit www.serena.com. This press release contains "forward-looking statements" under the Private Securities Reform Act of 1995. There can be no assurance that future results will be achieved, and actual results could differ materially from forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to, the percentage of license revenue typically closed at the end of each quarter making estimation of operating results prior to the end of the quarter extremely uncertain; weak economic conditions worldwide which may continue to affect the overall demand for software and services, which has resulted in and could continue to result in decreased revenues or lower revenue growth rates; our ability to successfully integrate our acquisition of Merant plc.; changes in revenue mix and seasonality; dependence on revenues from our installed base; the expansion of our international organizations; continued demand for additional mainframe MIPS capacity; our ability to complete the assessment of internal controls over financial reporting as of January 31, 2006, as required by Section 404 of the Sarbanes-Oxley Act, which may impact market perception of the reliability of our internal controls over financial reporting and thus adversely affect the market price of our common stock; and our ability to manage our growth. Information about potential factors that could affect the Company's financial results is included in the Company's Form 10K filed on April 8, 2005. Serena assumes no obligation to update the forward-looking information contained in this press release. Trademarks Serena, TeamTrack, ChangeMan, Comparex and StarTool are registered trademarks of SERENA Software Inc. SAFE is a trademark of SERENA Software Inc. All other products or company names mentioned are used for identification purposes only, and may be trademarks of their respective owners. (C) 2005 Serena Software, Inc. All Rights Reserved. SERENA Software, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited GAAP) Three Months Ended April 30, ------------------ 2005 2004 -------- -------- Revenue: Software licenses $ 22,178 $ 15,839 Maintenance 32,996 14,765 Professional services 6,135 3,137 -------- -------- Total revenue 61,309 33,741 -------- -------- Cost of revenue: Software licenses 603 326 Maintenance 3,419 1,563 Professional services 5,846 2,789 Amortization of acquired technology 4,167 2,045 Stock-based compensation 14 1 -------- -------- Total cost of revenue 14,049 6,724 -------- -------- Gross profit 47,260 27,017 -------- -------- Operating expenses: Sales and marketing 17,778 9,357 Research and development 8,856 4,949 General and administrative 4,630 2,048 Stock-based compensation 215 17 Amortization of intangible assets 2,814 950 Acquired in-process research and development - 10,400 Restructuring, acquisition and other charges - 210 -------- -------- Total operating expenses 34,293 27,931 -------- -------- Operating income (loss) 12,967 (914) Interest Income 1,112 1,315 Interest Expense (825) (825) Amortization of debt issuance costs (335) (461) -------- -------- Income (loss) before income taxes 12,919 (885) Income taxes 4,780 3,390 -------- -------- Net income (loss) $ 8,139 $ (4,275) ======== ======== Net income (loss) per share: Basic $ 0.20 $ (0.11) ======== ======== Diluted $ 0.17 $ (0.11) ======== ======== Weighted average shares used in per share calculations: Basic 41,725 38,871 ======== ======== Diluted 52,789 38,871 ======== ======== Net income (loss) $ 8,139 $ (4,275) After tax adjustment of convertible related expenses 697 N/A -------- -------- Adjusted net income (loss) for diluted net income (loss) per share calculation $ 8,836 $ (4,275) ======== ======== SERENA Software, Inc. Condensed Consolidated Balance Sheets (In thousands) (Unaudited GAAP) April 30, Jan. 31, 2005 2005 -------- -------- Assets Current assets Cash and cash equivalents $ 93,284 $133,330 Restricted cash 3,300 3,300 Short-term investments 31,849 16,778 Accounts receivable, net 47,135 40,988 Deferred taxes 12,267 12,267 Prepaid expenses and other current assets 5,307 4,964 -------- -------- Total current assets 193,142 211,627 Long-term investments 41,837 39,095 Restricted cash, non-current 3,189 3,157 Property and equipment, net 5,711 5,722 Goodwill, net 321,435 323,671 Other intangible assets, net 107,823 107,790 Other assets 3,723 4,057 -------- -------- Total assets $676,860 $695,119 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 934 $ 3,415 Income taxes payable 27,741 27,667 Accrued expenses 22,485 26,103 Accrued interest on subordinated notes 1,238 413 Deferred revenue 70,309 63,152 -------- -------- Total current liabilities 122,707 120,750 Deferred revenue, net of current portion 13,329 13,110 Long-term liabilities 2,508 2,660 Deferred taxes 41,185 40,983 Subordinated notes 220,000 220,000 -------- -------- Total liabilities 399,729 397,503 Stockholders' equity: Total stockholders' equity 277,131 297,616 -------- -------- Total liabilities and stockholders' equity $676,860 $695,119 ======== ======== The following table reconciles the GAAP financial measures to Non-GAAP: Three months ended April 30, ------------------ 2005 2004 -------- -------- Reconciliation of GAAP Financial Measures to Non- GAAP GAAP net income (loss) $ 8,139 $ (4,275) Amortization of acquired technology, intangible assets and stock based compensation 7,210 3,013 Acquired in-process research and development -- 10,400 Revenue impact of deferred maintenance write-down, net of tax 950 403 Restructuring, acquisition and other charges, net of tax -- 134 -------- -------- Non-GAAP net income 16,299 9,675 After tax adjustment of convertible related expenses 697 770 -------- -------- Non-GAAP net income for purposes of computing fully diluted EPS $ 16,996 $ 10,445 ======== ======== Fully diluted shares outstanding 52,789 49,617 ======== ======== Non-GAAP net income per fully diluted share $ 0.32 $ 0.21 ======== ======== CONTACT: SERENA Software, Inc. Robert I. Pender, Jr., 650-522-6604 -----END PRIVACY-ENHANCED MESSAGE-----