-----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, DBOi2syMgjGssBvKNW/V3LxYi+FUluTo2b4xw7TQ0MDVlhO4BKIjfuGKXgrHHTzK M8fINcF0yx/0ic1avuYUZA== 0000950129-04-005816.txt : 20040809 0000950129-04-005816.hdr.sgml : 20040809 20040809163635 ACCESSION NUMBER: 0000950129-04-005816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040809 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC SOFTWARE INC CENTRAL INDEX KEY: 0000835729 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 742126120 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16393 FILM NUMBER: 04961798 BUSINESS ADDRESS: STREET 1: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042-2827 BUSINESS PHONE: 7139188800 MAIL ADDRESS: STREET 1: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042-2827 8-K 1 h17531e8vk.txt BMC SOFTWARE, INC. - DATED 8/9/2004 UNITED STATES 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): August 9, 2004 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 2101 CITYWEST BLVD. HOUSTON, TEXAS 77042-2827 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 918-8800 ITEM 7. Financial Statements and Exhibits. (c) The following exhibit is being furnished herewith: 99 News Release, dated August 9, 2004, of BMC Software, Inc. ITEM 12. Results of Operations and Financial Condition. On August 9, 2004, BMC Software, Inc. (the "Company") issued a press release announcing that it has adjusted its June quarter GAAP net earnings presented in the Company's previously issued press release on July 27, 2004 to reflect an update to the Company's accrual for taxes. A copy of the press release, dated as of August 9, 2004, is furnished as Exhibit 99 to this Current Report. The information in this Current Report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing. 2 SIGNATURE Pursuant to the requirements of Section 12 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. Dated: August 9, 2004 BMC SOFTWARE, INC. By: /s/ ROBERT H. WHILDEN, JR. ------------------------------ Robert H. Whilden, Jr. Senior Vice President, General Counsel and Secretary 3 EXHIBIT INDEX Exhibit No. - ----------- 99.1 News Release, dated August 9, 2004, of BMC Software, Inc. EX-99.1 2 h17531exv99w1.txt NEWS RELEASE DATED AUGUST 9, 2004 EXHIBIT 99.1 FOR IMMEDIATE RELEASE INVESTOR RELATIONS CONTACT: MEDIA RELATIONS CONTACT: Neil Yekell Arch Currid (713) 918-4233 (713) 918-3236 neil_yekell@bmc.com arch_currid@bmc.com BMC SOFTWARE FILES FIRST QUARTER FORM 10-Q HOUSTON -- (AUGUST 9, 2004) -- BMC Software, Inc. [NYSE: BMC], a leader in enterprise management, announced that in conjunction with the filing of its quarterly report on Form 10-Q for the quarter ended June 30, 2004, it has adjusted its June quarter GAAP net earnings as compared to the GAAP net earnings presented in the Company's previously issued press release on July 27, 2004 to reflect an update to the Company's accrual for taxes. This adjustment does not affect BMC Software's first quarter net earnings excluding special items of $32.1 million, or $0.14 per share, and does not affect BMC Software's first quarter cash flow from operations of $90.1 million. Subsequent to the Company's earnings press release, the Company completed its analysis of its consolidated tax provisions and associated balance sheet accounts including an assessment of potential tax exposures and the realization of its net deferred tax assets. As a result, the Company's income tax expense for the quarter is $19.6 million as compared to the previously announced benefit of $21.5 million. First quarter net earnings on a GAAP basis were $10.7 million, or $0.05 per share, as compared to the previously announced net earnings on a GAAP basis of $51.8 million, or $0.23 per share. Included in this release is a reconciliation of results excluding special items and GAAP results. Complete condensed consolidated financial statements are included with the Company's quarterly report on Form 10-Q, which was filed with the Securities and Exchange Commission today and is available at www.bmc.com/investors. A CONFERENCE CALL TO DISCUSS THIS ANNOUNCEMENT, HOSTED BY BMC SOFTWARE'S CHIEF FINANCIAL OFFICER, GEORGE HARRINGTON, IS SCHEDULED FOR THIS AFTERNOON, AUGUST 9, 2004 AT 4:00 P.M. CENTRAL TIME. THOSE INTERESTED IN PARTICIPATING MAY CALL (719) 457-2634 AND USE THE PASSCODE BMC. TO ACCESS A REPLAY OF THE CONFERENCE CALL, WHICH WILL BE AVAILABLE FOR ONE WEEK, DIAL (719) 457-0820 AND USE THE PASSCODE BMC. A LIVE WEBCAST OF THE CONFERENCE CALL AND PRESENTATION WILL BE AVAILABLE ON THE COMPANY'S WEBSITE AT WWW.BMC.COM/INVESTORS. A REPLAY OF THE WEBCAST WILL BE AVAILABLE WITHIN 24 HOURS AND ARCHIVED ON THE WEBSITE FOR 90 DAYS. ABOUT BMC SOFTWARE BMC Software, Inc. [NYSE:BMC], is a leading provider of enterprise management solutions that empower companies to manage their IT infrastructure from a business perspective. Delivering Business Service Management, BMC Software solutions span enterprise systems, applications, databases and service management. Founded in 1980, BMC Software has offices worldwide and fiscal 2004 revenues of more than $1.4 billion. For more information about BMC Software, visit www.bmc.com. NON-GAAP FINANCIAL MEASURES This press release includes financial measures for net earnings and earnings per share (EPS) that exclude certain charges and, therefore, have not been calculated in accordance with U.S. generally accepted accounting principles (GAAP). A detailed reconciliation between the GAAP results and results excluding special items (non-GAAP) is included in this press release. BMC Software has provided these non-GAAP measures in its press releases reporting historical financial results because the Company believes these measures provide a consistent basis for comparison between quarters, as they are not influenced by certain non-cash or non-recurring expenses and are therefore useful to investors in helping them understand the financial condition of BMC Software by focusing on the performance of its core operations. Management uses these non-GAAP financial measures internally to evaluate the Company's performance and as a key variable in determining management compensation. These non-GAAP measures should not be considered an alternative to GAAP, and these non-GAAP measures may not be comparable to information provided by other companies. ### BMC Software, the BMC Software logos, and all other BMC Software product or service names are registered trademarks or trademarks of BMC Software, Inc. All other trademarks or registered trademarks belong to their respective companies. (C)2004, BMC Software, Inc. All rights reserved. BMC Software Files First Quarter Form 10-Q Page 3 BMC SOFTWARE, INC. AND SUBSIDIARIES SUPPLEMENTAL ANALYSIS OF EFFECT OF SPECIAL ITEMS FOR THE THREE MONTHS ENDED JUNE 30, 2004 (UNAUDITED)
Special Before As Reported Items Special Items ----------- ----- ------------- (In millions, except per share data) Revenues: License .................................................... $ 100.3 $ -- $ 100.3 Maintenance ................................................ 204.8 -- 204.8 Professional services ...................................... 20.9 -- 20.9 ------- ------- ------- Total revenues .......................................... 326.0 -- 326.0 ------- ------- ------- Selling and marketing expenses ................................. 124.7 (0.7)(a) 124.0 Research and development expenses .............................. 109.3 2.5(a) 111.8 Cost of professional services .................................. 20.5 -- 20.5 General and administrative expenses ............................ 42.7 -- 42.7 Amortization of acquired technology & intangibles .............. 16.1 (16.1)(b) -- ------- ------- ------- Total operating expenses ................................ 313.3 (14.3) 299.0 ------- ------- ------- Operating income (loss) ................................. 12.7 14.3 27.0 Other income, net .............................................. 17.6 -- 17.6 ------- ------- ------- Earnings (loss) before income taxes ..................... 30.3 14.3 44.6 Income tax provision (benefit) ................................. 19.6 (7.1)(c,d) 12.5 ------- ------- ------- Net earnings (loss) ..................................... $ 10.7 $ 21.4 $ 32.1 ======= ======= ======= Diluted earnings (loss) per share .............................. $ 0.05 $ 0.09 $ 0.14 ======= ======= ======= Shares used in computing diluted earnings (loss) per share ..... 225.1 225.1 225.1 ======= ======= ======= (a) Changes in estimates related to real estate exit costs $ 1.8 (b) Amortization of acquired technology & intangibles $ (16.1) (c) Income tax accrual adjustment $ (11.1) (d) Tax effect of special items $ 4.0
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