-----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, Py9PqJRUrDJ72JEkX5PVW+lVU+0WYGqerIXF0asdg601uQhoyXLiE2e0qPtaBimI raiAt0AK+Il+kjhrmGxnbA== 0000950135-03-002485.txt : 20030421 0000950135-03-002485.hdr.sgml : 20030421 20030421161008 ACCESSION NUMBER: 0000950135-03-002485 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030421 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASCENTIAL SOFTWARE CORP CENTRAL INDEX KEY: 0000799089 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943011736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15325 FILM NUMBER: 03657009 BUSINESS ADDRESS: STREET 1: 50 WASHINGTON STREET CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 6509266300 MAIL ADDRESS: STREET 1: 50 WASHINGTON STREET CITY: WESTBOROUGH STATE: MA ZIP: 01581 FORMER COMPANY: FORMER CONFORMED NAME: INFORMIX CORP DATE OF NAME CHANGE: 19920703 8-K 1 b46383ase8vk.txt ASCENTIAL SOFTWARE CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 21, 2003 ASCENTIAL SOFTWARE CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 000-15325 94-3011736 - -------------------------------------------------------------------------------- (State or Other Juris- (Commission (IRS Employer diction of Incorporation File Number) Identification No.) 50 WASHINGTON STREET 01581 WESTBOROUGH, MASSACHUSETTS - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (508) 366-3888 NOT APPLICABLE. - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 9. REGULATION FD DISCLOSURE (INFORMATION FURNISHED PURSUANT TO ITEM 12, "DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION"). On April 21, 2003, Ascential Software Corporation announced its financial results for the quarter ended March 31, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with the procedural guidance in SEC Release No. 33-8216, the information in this Form 8-K and the Exhibit attached hereto is being furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12. Disclosure of Results of Operations and Financial Condition." The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. 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. Date: April 21, 2003 ASCENTIAL SOFTWARE CORPORATION By: /s/ Robert C. McBride ------------------------------------- Robert C. McBride Vice President and Chief Financial Officer EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press release dated April 21, 2003
EX-99.1 3 b46383asexv99w1.txt PRESS RELEASE DATED APRIL 21, 2003 Exhibit 99.1 ASCENTIAL REPORTS FIRST QUARTER REVENUE OF $35.3 MILLION AND LICENSE REVENUE OF $19.2 MILLION MARKING FOURTH CONSECUTIVE QUARTER OF SEQUENTIAL REVENUE GROWTH RE-AFFIRMS GAAP PROFITABILITY GUIDANCE FOR 2003 WESTBORO, MASS., April 21, 2003 -- Ascential Software Corporation (NASDAQ: ASCL), the enterprise integration leader, today announced results for the first fiscal quarter ended March 31, 2003. First quarter 2003 revenue was $35.3 million, up 70 percent from $20.8 million in the first quarter of last year. License revenue was $19.2 million in the first quarter of 2003, up 78% over $10.8 million in license revenue reported in the first quarter of 2002. Net loss on a Generally Accepted Accounting Principles (GAAP) basis was $0.5 million, or $0.00 per share, for the first quarter, compared to a net loss of $16.5 million, or $0.06 per share, in the first quarter of 2002. On a pro forma basis, as described below, the company realized pro forma net income of $1.3 million, or $0.01 per share, in the first quarter of 2003, compared with a pro forma net loss of $10.9 million, or ($0.04) per share, in the first quarter of 2002. "Our first quarter results reflect the momentum and increasing market impact of our company," said Peter Gyenes, chairman and chief executive officer. "Increasingly, data integration issues are recognized as major barriers to the successful deployment of enterprise applications. As the first and only vendor of a highly differentiated, end-to-end enterprise data integration product suite, we believe we are uniquely capable of addressing these issues and thereby providing high and rapid return on investment. Our success in delivering this value is driving our growth in the marketplace." At March 31, 2003, the company had $616.5 million in cash, cash equivalents and short-term investments. The major items affecting cash in the quarter were receipt of the entire $100.0 million holdback and $9.3 million in accrued interest from the 2001 sale of the Informix database assets to IBM. Additionally, the company was cash flow positive from operations in the quarter. Days sales outstanding (DSO) for the first quarter of 2003 was 69 days, down from 72 days in the fourth quarter, and well ahead of 94 days in the first quarter of last year. In a separate release today, the company announced that its Board of Directors has proposed a 1-for-4 reverse split of its common stock. For information on that proposal, see the press release or the company's preliminary proxy statement, both of which have been electronically filed with the SEC and are available at www.sec.gov. HIGHLIGHTS DURING THE FIRST QUARTER OF 2003, ASCENTIAL: - - Signed 55 new customers including: Booz, Allen and Hamilton, China Mobile JiangXi, DHL Worldwide, Gallagher Group PLC, Gannett, Hyundai Capital, Johnson Controls, Land's End, Massachusetts Department of Public Health, mmO2, NDC Health, St. Jude Medical and TotalFinaElf. - - Expanded business with 119 existing customers including: AG Edwards, Airbus, American International Group, AT&T, Boeing, CIBC, Freddie Mac, General Motors, Household International, ING, JP Morgan Chase, J-Phone, Lexmark, Matshushita Electric, London Electricity, McKesson, Telecom Italia and Verizon. - - Continued growing the list of organizations using multiple components of our Enterprise Integration Suite, confirming customers' preference for single platform, single vendor solutions. Examples include Boeing, DHL, the Federal Bureau of Investigation, General Motors, GMAC, Household International, NDC Health, Neuilly Gestion, Royal Mail and Telecom Italia. - - Continued to expand our business with IBM, closing joint transactions with customers such as ASCAP, BNP Paribas, Bombardier Aerospace, Boots, Cincinnati Financial, Krung Thai Bank, Ricoh, the State of New Jersey Department of Transportation, The Children's Place and Woolworth's. - - Expanded our relationship with SAP by announcing support for SAP NetWeaver - SAP's cross company and cross technology integration platform - and Ascential's planned support for the Web Services-enabled SAP Enterprise Services Architecture, while further penetrating the SAP market, with sales to customers such as AEM/E Utile, Imperial Tobacco, LAM Research and McKesson based on Ascential's SAP BW and SAP R/3 related solutions. - - Announced a Basel II initiative to enable the world's largest banks and major global financial institutions to comply with the New Capital Accord (BASEL II) global financial risk management regulations. Ascential provides software and services necessary to integrate, standardize and transform critical risk-related data. SpareBank 1, NyKredit, Standard Chartered Bank and Bank of China have already embarked on this effort with Ascential Software. - - Significantly expanded our relationships with global and regional system integration and consulting partners, including AE Business Solutions, Bearing Point, EDS, Greenbrier and Russell, IBM BCS, IBM IGS and Idea Integration, among others. Educated over 250 partners and trained over 90 developers and consultants from partner organizations. Launched market offerings with Bearing Point on SAP Instance Consolidation and with IBM IGS in their Financial Services Data Migration Practice. - - Received continued recognition by industry leading research organizations as a global leader in enterprise integration. This quarter, Yphise, the prestigious French software consultancy, cited Ascential Software as the industry's best data movement, transformation and metadata solution. Additionally, the prestigious market research institute, the Fuji Chimera Research Institute, recognized Ascential as the market share leader in Japan for data integration, based on Ascential's 32 percent share of the Japanese market for ETL (Extract, Transform and Load). - - Expanded our strategic market leadership by forming the Ascential Customer Advisory Board (CAB), a forum of senior IT level customer representatives to provide strategic input on important technology and market trends. The CAB emphasized the trend toward "right-time" integration that allows selection of the precise integration processing times needed to achieve business goals and objectives, and validated the Ascential Enterprise Integration Suite as a foundation element. - - Received full certification from Siebel Systems for Ascential's data quality and integration solution for Siebel eBusiness Applications version 7.5. Using Ascential(TM) INTEGRITY(TM) 6.0 with Siebel's eBusiness Applications, companies can improve the quality of data and timeliness of projects for both initial Siebel deployments and on-going Siebel application solutions. OUTLOOK AND COMPANY GUIDANCE "We continue to be pleased with our rate of progress," said Pete Fiore, president. "The unique differentiation of our Enterprise Integration Suite, strong execution of our field operations, positive results from our strategic alliance programs and growing industry recognition of our company are driving our results. Integration infrastructure remains a top priority of our customers, and a growing market opportunity, and we believe our recent track record demonstrates that we have the ingredients to further extend our market leadership and differentiation in the enterprise integration arena." The company is currently projecting revenue growth of 20%-25% for 2003. Given the continuing uncertainty surrounding IT spending in worldwide markets, revenue in the second quarter may be flat to slightly higher sequentially. The company continues to plan to achieve GAAP profitability during 2003, while pro forma profitability is projected for each quarter of the year, barring unforeseen circumstances. Pro forma profitability is calculated as fully described in the following paragraph, with the predominant factors being the exclusion of amortization of purchased intangibles and of legacy expenses. Amortization of purchased intangibles is estimated to be approximately $1.3 million per quarter during 2003. Legacy expenses, which are costs remaining from previously announced discontinued business operations, were $1.2 million in the first quarter, and are projected to be at approximately that level in the second quarter, then diminish through the remainder of the year. The company believes that the pro forma results described in this release are useful for an understanding of its ongoing operations because GAAP results include products and businesses that are no longer part of the company's ongoing data integration business, as well as the non-cash charge associated with the amortization of purchased intangibles, that have consistently been excluded in prior pro forma presentations; however, pro forma results are not intended as a substitute for GAAP results. Relative to GAAP, all pro forma results described in this release exclude the following items, net of associated taxes: amortization of purchased intangibles, such as developed technology and customer lists; merger, realignment and other costs primarily related to employee severance and the closure of idle facilities; revenue, expenses and other items related to the Informix database assets sold to IBM during the third quarter of 2001, as well as adjustments to the gain associated with the sale of the database assets; and revenue and expenses associated with the company's content management product line that was terminated during the second quarter of 2002. CONFERENCE CALL Management will host a conference call at 5:00 PM (EST) today to discuss the company's operating performance and results. The conference call will be broadcast live through a link on the Investor Relations page on the Ascential web site at www.ascential.com/investors. Please go to the web site at least fifteen minutes prior to the call to register, download and install any necessary audio software. For those who cannot attend the live broadcast, a replay will be available on the web site at www.ascential.com/investors or by calling (800) 947-6520 beginning about two hours after the call ends. ABOUT ASCENTIAL Ascential Software Corporation is the leading provider of enterprise integration solutions to the Global 2000. Customers use the Ascential Enterprise Integration Suite and products to turn vast amounts of disparate, unrefined data into reusable information that drives business success. Ascential's unique comprehensive data integration suite enables customers to easily collect, validate, organize, administer and deliver information to realize more value from their enterprise data, reduce costs and increase profitability. Headquartered in Westboro, Mass., Ascential has offices worldwide and supports more than 2,200 customers in such industries as financial services, telecommunications, healthcare, life sciences, manufacturing, consumer goods and retail. More information on Ascential can be found on the Web at www.ascential.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This public announcement contains forward-looking statements that are subject to numerous risks and uncertainties. These forward-looking statements address a variety of subjects including, for example, the usefulness of pro forma results; GAAP and pro forma profitability; momentum and increasing market impact; data integration issues as a barrier to deployment of enterprise applications; return on investment; growth in the marketplace, market leadership and differentiation; improvement in data quality and project timeliness; customer priorities; and the ability of Ascential's customers to easily collect, validate, organize, administer and deliver information to realize more value from their enterprise data, reduce costs and increase profitability. Any statements contained in this public announcement, including without limitation statements to the effect that the company or its management "believes," "expects," "anticipates," "plans," "may," "will," "projects," "continues," "intends" or "estimates," or statements concerning "potential" or "opportunity" or other variations thereof or comparable terminology or the negative thereof that are not statements of historical fact should be considered forward-looking statements as a result of certain risks and uncertainties. The financial measures discussed in this press release also involve risks and uncertainties and are subject to final audited results for the period or periods covered. These risks and uncertainties could cause actual results and events materially to differ for historical or anticipated results and events. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the ability of Ascential to expand its market share; growth rates for the enterprise data integration software market; general business conditions in the software industry, the technology sector, and in the domestic and international economies; rapid technological change in the markets served by Ascential; dependence on international operations; global and geopolitical instability; and difficulties that Ascential may experience integrating technologies, operations and personnel of completed or future acquisitions. Investors and potential investors should review carefully the description of risks and uncertainties that, together with other detailed information about the company, is contained in the periodic reports that the company files from time to time with the Securities and Exchange Commission, including the company's most recent Form 10-K. The forward-looking statements and financial measures contained herein represent the judgment of Ascential, as of the date of this release, and Ascential disclaims any intent or obligation to update such forward-looking statements to reflect any change in Ascential's expectations with regard thereto or any change in events, conditions, circumstances on which such statements are based. (C) 2003 Ascential Software Corporation. All rights reserved. Ascential and INTEGRITY are trademarks of Ascential Software Corporation or its affiliates and may be registered in the United States or other jurisdictions. Other marks are the property of the owners of those marks. FOR MORE INFORMATION, CONTACT: Paul LaBelle David Roy Ascential Software Corporation Ascential Software Corporation (508) 366-3888 x3256 (508) 366-3888 x3290 paul.labelle@ascential.com david.roy@ascential.com Darby Johnson Stephanie Prince Beaupre Public Relations FD Morgen-Walke (603) 559-5809 (212) 850-5712 djohnson@beaupre.com sprince@morgenwalke.com ASCENTIAL SOFTWARE CORPORATION PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS (1) (IN THOUSANDS, EXCEPT PER SHARE DATA)
Three months ended March 31, 2003 --------------------------------- Total GAAP Pro Forma Pro Forma Consolidated Adjustments (2) Adjusted ------------ --------------- -------- NET REVENUES Licenses $ 19,170 $ -- $ 19,170 Services 16,126 (95) 16,031 --------- --------- -------- 35,296 (95) 35,201 COSTS AND EXPENSES Cost of licenses 3,601 (1,113) 2,488 Cost of services 7,247 (254) 6,993 Sales and marketing 16,695 -- 16,695 Research and development 5,370 -- 5,370 General and administrative 6,409 (1,325) 5,084 --------- --------- -------- 39,322 (2,692) 36,630 Operating income (loss) (4,026) 2,597 (1,429) OTHER INCOME (EXPENSE) Interest income 3,312 -- 3,312 Interest expense (23) -- (23) Other, net (26) -- (26) --------- --------- -------- INCOME (LOSS) BEFORE INCOME TAXES (763) 2,597 1,834 Income tax expense(benefit) (229) 780 551 --------- --------- -------- NET INCOME (LOSS) $ (534) $ 1,817 $ 1,283 ========= ========= ======== NET INCOME (LOSS) PER COMMON SHARE Basic $ 0.00 $ 0.01 ========= ======== Diluted $ 0.00 $ 0.01 ========= ======== SHARES USED IN PER SHARE CALCULATIONS Basic 231,504 231,504 ======= ======= Diluted 231,504 233,096 ======= =======
(1) See Unaudited Consolidated Statements of Operations in GAAP format on the next page of this release. Note that pro forma presentation is not intended to replace GAAP presentation. Pro forma measures are calculated in the manner described in this release. (2) Pro forma adjustments represent: -revenue and expenses associated with the remaining service obligations under content management customer contracts including $95 in maintenance revenue, $94 in cost of services and $24 of general and administrative costs. The content management product line was terminated during the second quarter of 2002. -amortization of purchased intangibles including technology and customer lists consisting of $1,113 in cost of licenses, $160 in cost of services and $72 in general and administrative . -general and administrative costs totaling $1,229 associated with the Informix database business sold to IBM in the third quarter of 2001; comprised primarily of dispute resolution costs and administrative costs associated with the closure of idle database operations. -the estimated tax benefit of $780 associated with the above adjustments based on the overall effective tax rate. ASCENTIAL SOFTWARE CORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (GAAP) (IN THOUSANDS, EXCEPT PER SHARE DATA) (1)
Three Months Ended March 31, 2003 2002 ---- ---- NET REVENUES Licenses $ 19,170 $ 10,751 Services 16,126 10,042 ------ ------ 35,296 20,793 COSTS AND EXPENSES Cost of licenses 3,601 3,149 Cost of services 7,247 8,010 Sales and marketing 16,695 18,684 Research and development 5,370 6,433 General and administrative 6,409 14,545 Merger, realignment and other charges (2) -- 4,679 ------ ------ 39,322 55,500 Operating loss (4,026) (34,707) OTHER INCOME (EXPENSE) Interest income 3,312 6,233 Interest expense (23) (21) Adjustment to gain on sale of database business -- 7,634 Other, net (26) (1,166) ------ ------ LOSS BEFORE INCOME TAXES (763) (22,027) Income tax benefit (229) (5,507) ------ ------ NET LOSS $ (534) $ (16,520) ========= ========= NET LOSS PER COMMON SHARE Basic and Diluted $ 0.00 $ (0.06) ========= ========= SHARES USED IN PER SHARE CALCULATIONS Basic and Diluted 231,504 256,530 ========= =========
(1) See pro forma results of operations, which are discussed in the text of this press release, and related reconciliation between GAAP and pro forma results for the three months ended March 31, 2003 and 2002, on subsequent pages of this release. (2) Merger, realignment and other charges include principally severance, real estate costs resulting from realignment of the business, sales or terminations of businesses or product lines or consolidation and elimination and offices. ASCENTIAL SOFTWARE CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
ASSETS March 31, 2002 December 31, 2002 -------------- ----------------- CURRENT ASSETS Cash and cash equivalents $358,435 $216,551 Short-term investments 258,102 288,199 Accounts receivable, net 26,887 27,112 Receivable on sale of database business -- 109,200 Other current assets 27,508 31,136 -------- -------- Total current assets 670,932 672,198 Property and equipment, net 5,485 5,427 Software costs, net 14,311 14,124 Long-term investments 979 966 Intangible assets, net 172,349 173,740 Deferred income taxes 28,437 28,515 Other assets 10,968 11,280 -------- -------- Total Assets $903,461 $906,250 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 8,249 $ 8,136 Accrued expenses 22,485 23,137 Accrued employee compensation 11,945 14,861 Income taxes payable 99,969 98,916 Deferred revenue 22,064 17,666 Accrued merger, realignment and other charges 11,392 15,698 Deferred income taxes 33,169 33,171 Other current liabilities 432 479 -------- -------- Total current liabilities 209,705 212,064 TOTAL STOCKHOLDERS' EQUITY 693,756 694,186 -------- -------- Total Liabilities and Stockholders' Equity $903,461 $906,250 ======== ========
ASCENTIAL SOFTWARE CORPORATION SELECTED UNAUDITED REVENUE HISTORY (In millions)
Total Q1 2002 Q2 2002 Q3 2002 Q4 2002 2002 Q1 2003 ------- ------- ------- ------- ----- ------- LICENSE REVENUE: Data Integration $ 10.7 $ 15.1 $ 14.9 $ 18.8 $ 59.5 $ 19.2 Content Management .1 -- -- .1 .1 -- ------- ------- ------- ------- -------- ------- Total 10.8 15.1 14.9 18.9 59.6 19.2 SERVICES REVENUE: Data Integration 9.3 12.5 15.1 15.1 52.0 16.0 Content Management .7 .4 .2 .1 1.4 .1 ------- ------- ------- ------- -------- ------- Total 10.0 12.9 15.3 15.2 53.4 16.1 TOTAL: Data Integration 20.0 27.6 30.0 33.9 111.5 35.2 Content Management .8 .4 .2 .2 1.5 .1 ------- ------- ------- ------- -------- ------- Total $ 20.8 $ 28.0 $ 30.2 $ 34.1 $ 113.0 $ 35.3 ======= ======= ======= ======= ======== ======= % of revenue from 10% customers in period 11% -- 11% 16% 11% -- ======= ======= ======= ======= ======== =======
ASCENTIAL SOFTWARE CORPORATION PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS (1) (In thousands, except per share data)
Three Months Ended March 31, 2002 --------------------------------- Results Other Total of Content Database Pro Forma Consolidated Management Transaction Adjustments Pro Forma GAAP Product Line (2) & Transition (3) (4) Adjusted ---- ---------------- ---------------- --- -------- NET REVENUES Licenses $ 10,751 $ (26) -- -- $ 10,725 Services 10,042 (714) -- -- 9,328 ------ ------ ------- ---- ------ 20,793 (740) -- -- 20,053 COSTS AND EXPENSES Cost of licenses 3,149 (264) (806) (433) 1,646 Cost of services 8,010 (1,483) -- (160) 6,367 Sales and marketing 18,684 (456) -- -- 18,228 Research and development 6,433 (1,770) -- -- 4,663 General and administrative 14,545 (305) (5,577) -- 8,663 Merger, realignment and other charges (5) 4,679 -- (4,379) (300) -- ------ ------ ------- ---- ------ 55,500 (4,278) (10,762) (893) 39,567 Operating income (loss) (34,707) 3,538 10,762 893 (19,514) OTHER INCOME (EXPENSE) Interest income 6,233 -- -- -- 6,233 Interest expense (21) -- -- -- (21) Adjustment to gain on sale of database business 7,634 -- (7,634) -- -- Other, net (1,166) -- -- -- (1,166) ------ ------ ------- ---- ------ INCOME (LOSS) BEFORE INCOME TAXES (22,027) 3,538 3,128 893 (14,468) Income tax expense (benefit) (5,507) 884 782 223 (3,618) ------ ------ ------- ---- ------ NET INCOME (LOSS) $ (16,520) $ 2,654 $ 2,346 $ 670 $(10,850) ========= ========= ========= ====== ======== NET LOSS PER COMMON SHARE Basic and diluted $ (0.06) $ (0.04) ======== ======== SHARES USED IN PER SHARE CALCULATIONS 256,530 256,530 ======= =======
(1) See Unaudited Consolidated Statements of Operations on a previous page of this release. Pro forma presentation is not intended to replace GAAP presentation. Pro forma measures are calculated in the manner described in this release. (2) Operating results in this column include revenue and expenses associated with the content management product line which was in the process of being divested during the first quarter of 2002 and was terminated during the second quarter of 2002, and associated tax benefit. (3) Operating results in this column include income and expenses associated with the database assets sold to IBM, and is comprised primarily of litigation settlements, adjustments to real estate reserves and adjustments to the gain recorded on the sale of the database assets, and associated tax benefit. (4) Other pro forma adjustments consist of $433 and $160 of purchased intangible amortization recorded to cost of licenses and cost of services, respectively, and $300 of merger, realignment and other charges relating to the consolidation of Ascential offices, and associated tax benefit. (5) Merger, realignment and other charges consist of adjustments to real estate reserves and severance associated with the sale of the database business to IBM as well as severance and costs associated with the consolidation of Ascential offices -----END PRIVACY-ENHANCED MESSAGE-----