EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

LOGO

Investor Relations Contact

Michelle Ahlmann, 650.603.5464

 

Public Relations Contact

Dave Peterson, 650.603.5231

 

Mercury Interactive Corporation Reports First Quarter Results

 

  Revenue of $198.8 million for the quarter; Growth of 27% versus Q1 2004
  Net Increase in Deferred Revenue of $2.6M
  Earnings Per Share: $0.32 GAAP; $0.34 Non-GAAP
  Cash Flows from Operations: $72.1 million

 

MOUNTAIN VIEW, CALIF., — APRIL 20, 2005 — Mercury Interactive Corporation (NASDAQ: MERQ), the global leader in business technology optimization (BTO), today announced financial results for the first quarter ended March 31, 2005.

 

Revenue for the first quarter of 2005 was $198.8 million, an increase of 27 percent compared to $156.8 million reported in the first quarter of 2004.

 

Deferred revenue for the first quarter of 2005 increased by $2.6 million from the fourth quarter of 2004 to $417.0 million. Cash generated from operations for the first quarter of 2005 was $72.1 million compared to $62.0 million in the first quarter of 2004.

 

“Q1 was a strong start for the year,” said Amnon Landan, CEO at Mercury. “Customers continue to invest in our solutions and leverage our broad and flexible portfolio of BTO offerings.”

 

GAAP Results

 

Net income for the first quarter of 2005 was $31.4 million, or $0.32 per diluted share, compared to $18.9 million, or $0.18 per diluted share, for the same period a year ago.

 

Diluted earnings per share was calculated taking into consideration the recent issuance of EITF 04-08, “Effect of Contingently Convertible Debt on Diluted Earnings per Share.” Net income was adjusted for debt related costs on an ‘as if’ converted basis by $0.4 million for the quarter. Fully diluted shares were 99.4 million shares for the quarter ended March 31, 2005. Previously reported net income and diluted earnings per


Mercury Interactive Corporation Reports First Quarter 2005 Results   Page  2

 

share for the first quarter ended March 31, 2004 have also been restated based on the effect of EITF 04-08.

 

Non-GAAP Results

 

Non-GAAP net income for the first quarter of 2005 was $33.8 million, or $0.34 per diluted share, compared to $23.8 million, or $0.22 per diluted share, for the same period a year ago. Non-GAAP results for the first quarter of 2005, as presented in the attached reconciliation table, exclude the following items: stock-based compensation and amortization of intangibles related primarily to previous acquisitions of $4.0 million; a gain on a sale of a vacant facility of $0.3 million; a gain on investment of $1.0 million; a net loss on investments in non-consolidated companies and warrant of $0.3 million; and related tax effect of the items above.

 

Based on the effect of EITF 04-08, non-GAAP net income and fully diluted shares were also adjusted in the calculation of diluted earnings per share by the same amounts GAAP diluted earnings per share were adjusted. In addition, previously reported non-GAAP net income and diluted earnings per share for the first quarter ended March 31, 2004 have been restated.

 

Financial Outlook

 

The following financial outlook is provided based on information as of April 20, 2005 and management assumes no duty to update this guidance.

 

Management provides the following guidance for the second quarter of 2005:

 

    Revenue for the second quarter is expected to be in the range of $205 million to $215 million;

 

    Net increase in deferred revenue for the second quarter is expected to be in the range of $20 million to $30 million;

 

    GAAP diluted earnings per share for the second quarter is expected to be in the range of $0.30 to $0.34;

 

    Non-GAAP diluted earnings per share for the second quarter is expected to be in the range of $0.33 to $0.37; and


Mercury Interactive Corporation Reports First Quarter 2005 Results   Page  3

 

    Fully diluted shares outstanding for the second quarter is expected to be in the range of 99 million to 101 million, which takes into consideration the issuance of EITF 04-08, “Effect of Contingently Convertible Debt on Diluted Earnings per Share.”

 

Non-GAAP guidance for the second quarter of 2005 is adjusted from GAAP guidance by excluding stock-based compensation and amortization of intangible assets related primarily to previous acquisitions of $3.9 million.

 

Management reiterates the full year 2005 guidance as provided on February 2, 2005, except that it increases the following full year 2005 guidance:

 

    GAAP diluted earnings per share for the full year is expected to be in the range of $1.41 to $1.48

 

    Non-GAAP diluted earnings per share for the full year is expected to be in the range of $1.50 to $1.57

 

Non-GAAP guidance for 2005 is adjusted from GAAP guidance to exclude the following items: stock-based compensation and amortization of intangible assets related primarily to previous acquisitions of $15.8 million, a gain on investments of $1.0 million, a net loss on investment in non-consolidated companies and warrant of $0.3 million and a gain on a sale of vacant facilities of $0.3 million; and related tax effect of the items above.

 

Quarterly Conference Call

 

Mercury will host a conference call to discuss first quarter results at 2:00 p.m. Pacific Time today. A live Webcast of the conference call, together with supplemental financial information, can be accessed through the company’s Investor Relations Web site at http://www.mercury.com/ir. In addition, an archive of the Webcast can be accessed through the same link. An audio replay of the call will be available until midnight on April 26, 2005. The audio replay can be accessed by calling 888-203-1112 or 719-457-0820, conference call code: 7884690.


Mercury Interactive Corporation Reports First Quarter 2005 Results   Page  4

 

About Mercury

 

Mercury Interactive Corporation (NASDAQ: MERQ), the global leader in business technology optimization (BTO), is committed to helping customers optimize the business value of information technology. Founded in 1989, Mercury conducts business worldwide and is one of the fastest growing enterprise software companies today. Mercury provides software and services to govern the priorities, people and processes of IT; deliver and manage applications; and integrate IT strategy and execution. Customers worldwide rely on Mercury offerings to improve quality and performance of applications and manage IT costs, risks and compliance. Mercury BTO offerings are complemented by technologies and services from global business partners. For more information, please visit www.mercury.com.

 

Forward Looking Statements

 

This press release contains “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties concerning Mercury’s expected financial performance, as well as Mercury’s future business prospects and product and service offerings. Mercury’s actual results may differ materially from the results predicted or from any other forward-looking statements made by, or on behalf of, Mercury and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among other things: 1) the mix of perpetual and term licenses and the effect of the timing of the recognition of revenue from products sold under term licenses; 2) Mercury has historically received a substantial portion of its orders at the end of the quarter and if an order shortfall occurs at the end of a quarter it could negatively impact its operating results for that quarter; 3) the dependence of Mercury’s financial growth on the continued success and acceptance of its existing and new software products and services, and the success of its BTO strategy; 4) the impact of any acquisitions or business combinations and uncertainties related to the integration of products and services, employees and operations as a result of acquisitions; 5) the ability to attract and retain key personnel; 6) intense competition for Mercury’s products and services; 7)


Mercury Interactive Corporation Reports First Quarter 2005 Results   Page  5

 

the impact related to the expensing of stock options and stock purchases under Mercury’s employee stock purchase program under Financial Accounting Standards Board’s Statement 123R (SFAS 123R) which Mercury will be required to adopt for fiscal years beginning after December 31, 2005; and 8) the additional risks and important factors described in Mercury’s SEC reports, including the Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2004, and the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, which are available at the SEC’s website at www.sec.gov. All of the information in this press release is made as of April 20, 2005, and Mercury undertakes no duty to update this information.

 

Non-GAAP Financial Information

 

The Company’s management uses the non-GAAP results in its own evaluation of performance and an additional base line for assessing the future earnings potential of the Company. The Company’s management also uses the non-GAAP results for budget planning purposes on a quarterly basis and for determining executive compensation.

 

Non-GAAP results are not to be considered in isolation and are not in accordance with, or a substitute for, GAAP results and may be different from similar measures used by other companies, even if similar terms are used to identify such measures. Although the Company’s management finds its non-GAAP results 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 impact on the Company’s net income and net income per share calculated in accordance with GAAP. Therefore, the Company’s management typically uses its non-GAAP results in conjunction with GAAP results, to address these limitations. Investors should also consider these limitations when evaluating the results of the Company.

 

While the GAAP results are more complete, the Company prefers to allow investors to have this supplemental measure since, with the reconciliation from non-GAAP to GAAP financial information, it may provide additional insight into its financial results. For example, the non-GAAP results provide an indication of the Company’s baseline performance before the effects of business combination adjustments and other charges


Mercury Interactive Corporation Reports First Quarter 2005 Results   Page  6

 

that are considered by management to be outside of the Company’s core operational results. The Company believes that presenting the non-GAAP results provides investors with an additional tool for evaluating the performance of the Company’s business, particularly on a comparative basis from period to period. The non-GAAP financial measures are presented by the Company in order to give investors further information about historical and expected results and increase their ability to compare financial information from period to period.

 

# # #

 

Editor’s Note

 

Tables Attached: Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Cash Flows, Table of Reconciliation from GAAP to Non-GAAP.

 

Mercury, Mercury Interactive and the Mercury logo are trademarks of Mercury Interactive Corporation and may be registered in certain jurisdictions. Other product and company names are used herein for identification purposes only, and may be trademarks of their respective companies.

 

Mercury Interactive Corporation

379 N. Whisman Road

Mountain View, CA 94043

Tel: (650) 603-5200 Fax: (650) 603-5300

www.mercury.com


Mercury Interactive Corporation Reports First Quarter 2005 Results   Page  7

 

MERCURY INTERACTIVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

     Three months ended
March 31,


     2005

   2004

Revenues:

             

License fees

   $ 70,711    $ 57,573

Subscription fees

     45,952      35,907
    

  

Total product revenues

     116,663      93,480

Maintenance fees

     56,574      46,889

Professional service fees

     25,525      16,437
    

  

Total revenues

     198,762      156,806
    

  

Costs and expenses:

             

Cost of license and subscription

     10,869      9,819

Cost of maintenance

     4,242      3,592

Cost of professional services

     21,072      13,543

Cost of revenue—amortization of intangible assets

     2,506      2,605

Marketing and selling

     86,919      73,963

Research and development

     18,830      17,286

General and administrative

     17,338      12,245

Stock-based compensation

     117      209

Integration and other related charges

     —        979

Amortization of intangible assets

     1,353      1,335
    

  

Total costs and expenses

     163,246      135,576
    

  

Income from operations

     35,516      21,230

Other income, net

     3,246      3,244
    

  

Income before provision for income taxes

     38,762      24,474

Provision for income taxes

     7,323      5,566
    

  

Net income

   $ 31,439    $ 18,908
    

  

Net income per share (basic)

   $ 0.37    $ 0.21
    

  

Adjusted net income per share (diluted)

   $ 0.32    $ 0.18
    

  

Weighted average common shares (basic)

     85,722      91,450
    

  

Weighted average common shares and equivalents (diluted)

     99,428      107,454
    

  

Reconciliation of Net Income to Adjusted Net Income for Diluted Net Income per Share Calculation:

             

Net income

   $ 31,439    $ 18,908

Debt expense, net of tax

     357      358
    

  

Adjusted net income for diluted net income per share calculation

   $ 31,796    $ 19,266
    

  

 

Certain reclassifications have been made to the prior balances to conform to the current presentation.


Mercury Interactive Corporation Reports First Quarter 2005 Results   Page  8

 

MERCURY INTERACTIVE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

     March 31,
2005


    December 31,
2004


 

ASSETS

                

Current assets:

                

Cash and cash equivalents

   $ 599,890     $ 182,868  

Short-term investments

     151,074       447,453  

Trade accounts receivable, net

     181,920       224,011  

Deferred tax assets, net

     10,131       10,140  

Prepaid expenses and other assets

     66,137       76,382  
    


 


Total current assets

     1,009,152       940,854  

Long-term investments

     499,503       508,120  

Property and equipment, net

     81,112       78,415  

Investments in non-consolidated companies

     13,507       13,031  

Debt issuance costs, net

     10,331       11,258  

Goodwill

     395,439       395,439  

Intangible assets, net

     34,593       38,452  

Restricted cash

     6,000       6,000  

Interest rate swap

     24       4,832  

Other assets

     24,998       23,549  
    


 


Total assets

   $ 2,074,659     $ 2,019,950  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY

                

Current liabilities:

                

Accounts payable

   $ 17,134     $ 20,008  

Accrued liabilities

     107,361       128,997  

Income taxes, net

     72,274       65,578  

Short-term deferred revenue

     319,169       312,115  
    


 


Total current liabilities

     515,938       526,698  

Convertible notes

     799,654       804,483  

Long-term deferred revenue

     97,797       102,205  

Long-term deferred tax liabilities, net

     1,899       3,192  

Other long-term payables, net

     2,458       2,386  
    


 


Total liabilities

     1,417,746       1,438,964  
    


 


Stockholders’ equity:

                

Common stock

     173       170  

Additional paid-in capital

     641,469       599,976  

Treasury stock

     (348,249 )     (348,249 )

Notes receivable from issuance of common stock

     (2,851 )     (4,173 )

Unearned stock-based compensation

     (495 )     (608 )

Accumulated other comprehensive loss

     (11,625 )     (13,182 )

Retained earnings

     378,491       347,052  
    


 


Total stockholders’ equity

     656,913       580,986  
    


 


Total liabilities and stockholders’ equity

   $ 2,074,659     $ 2,019,950  
    


 


 

Certain reclassifications have been made to the December 31, 2004 balances to conform to the March 31, 2005 presentation.


Mercury Interactive Corporation Reports First Quarter 2005 Results   Page  9

 

MERCURY INTERACTIVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

    

Three months ended

March 31,


 
     2005

    2004

 

Cash flows from operating activities:

                

Net income

   $ 31,439     $ 18,908  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     5,824       4,915  

Sales reserves

     604       237  

Unrealized gain on interest rate swap

     (21 )     (44 )

Amortization of intangible assets

     3,859       3,940  

Stock-based compensation

     117       209  

Loss on investments in non-consolidated companies

     137       455  

Loss (gain) on disposals of assets

     (301 )     275  

Gain on investment

     (994 )     —    

Unrealized loss (gain) on warrant

     137       (332 )

Deferred income taxes

     (1,283 )     (1,285 )

Changes in assets and liabilities, net of effect of acquisitions:

                

Trade accounts receivable

     40,439       17,653  

Prepaid expenses and other assets

     5,119       (1,507 )

Accounts payable

     (2,787 )     971  

Accrued liabilities

     (21,498 )     (9,522 )

Income taxes

     6,696       6,027  

Deferred revenue

     4,538       19,995  

Other long-term payables

     73       1,056  
    


 


Net cash provided by operating activities

     72,098       61,951  
    


 


Cash flows from investing activities:

                

Maturities of investments

     307,009       45,126  

Purchases of held-to-maturity investments

     (297,447 )     (68,791 )

Proceeds from sale of available-for-sale investments

     358,476       256,700  

Purchases of available-for-sale investments

     (62,375 )     (335,029 )

Proceeds from return on investment in non-consolidated company

     350       1,525  

Purchases of investments in non-consolidated company

     (750 )     (750 )

Cash paid in conjunction with the acquisition of Kintana

     —         (70 )

Net proceeds from sale of assets and vacant facilities

     4,858       2,537  

Acquisition of property and equipment, net

     (7,687 )     (10,532 )
    


 


Net cash provided by (used in) investing activities

     302,434       (109,284 )
    


 


Cash flows from financing activities:

                

Proceeds from issuance of common stock under stock option and employee stock purchase plans

     41,376       42,543  

Collection of notes receivable from issuance of common stock

     650       149  
    


 


Net cash provided by financing activities

     42,026       42,692  
    


 


Effect of exchange rate changes on cash

     464       (211 )
    


 


Net increase (decrease) in cash and cash equivalents

     417,022       (4,852 )

Cash and cash equivalents at beginning of period

     182,868       127,971  
    


 


Cash and cash equivalents at end of period

   $ 599,890     $ 123,119  
    


 


 

Certain reclassifications have been made to the prior balances to conform to the current presentation.


Mercury Interactive Corporation Reports First Quarter 2005 Results   Page  10

 

MERCURY INTERACTIVE CORPORATION

TABLE OF RECONCILIATION FROM GAAP TO NON-GAAP

(in thousands, except per share data)

(unaudited)

 

     Three months ended
March 31,


 
     2005

    2004

 

GAAP Net Income to Non-GAAP Net Income:

                

GAAP net income

   $ 31,439     $ 18,908  

Bonus program (Performant)

     —         979  

Gain on sale of vacant facility

     (328 )     —    

Gain on investment

     (994 )     —    

Net loss on investments in non-consolidated companies and warrant

     274       123  

Stock-based compensation and amortization of intangible assets (Freshwater)

     10       544  

Stock-based compensation and amortization of intangible assets (Performant)

     173       303  

Stock-based compensation and amortization of intangible assets (Kintana)

     3,142       3,172  

Stock-based compensation and amortization of intangible assets (other)

     159       130  

Amortization of intangible assets (Appilog)

     492       —    

Benefit for income taxes

     (534 )     (379 )
    


 


Non-GAAP net income

   $ 33,833     $ 23,780  
    


 


Non-GAAP Net Income to Adjusted Non-GAAP Net Income for Diluted EPS Calculation:

                

Non-GAAP net income

   $ 33,833     $ 23,780  

Debt expense, net of tax

     357       358  
    


 


Adjusted Non-GAAP net income for diluted EPS calculation

   $ 34,190     $ 24,138  
    


 


GAAP Diluted EPS to Non-GAAP Diluted EPS:

                

GAAP net income per share-diluted

   $ 0.32     $ 0.18  

Bonus program (Performant)

     —         0.01  

Gain on sale of vacant facility

     (0.00 )(1)     —    

Gain on investment

     (0.01 )     —    

Net loss on investments in non-consolidated companies and warrant

     0.00 (1)     0.00 (1)

Stock-based compensation and amortization of intangible assets (Freshwater)

     0.00 (1)     0.01  

Stock-based compensation and amortization of intangible assets (Performant)

     0.00 (1)     0.00 (1)

Stock-based compensation and amortization of intangible assets (Kintana)

     0.03       0.03  

Stock-based compensation and amortization of intangible assets (other)

     0.00 (1)     0.00 (1)

Amortization of intangible assets (Appilog)

     0.00 (1)     —    

Benefit for income taxes

     (0.01 )     (0.00 )(1)
    


 


Non-GAAP net income per share-diluted

   $ 0.34 (2)   $ 0.22 (2)
    


 



(1)    Amount is less than $0.005

                

(2)    Amount does not foot due to rounding

                

GAAP Operating Margin to Non-GAAP Operating Margin:

                

GAAP operating margin

     17.9 %     13.5 %

Bonus program (Performant)

     —         0.6 %

Stock-based compensation and amortization of intangible assets (Freshwater)

     0.0 %(1)     0.3 %

Stock-based compensation and amortization of intangible assets (Performant)

     0.1 %     0.2 %

Stock-based compensation and amortization of intangible assets (Kintana)

     1.6 %     2.0 %

Stock-based compensation and amortization of intangible assets (other)

     0.1 %     0.1 %

Amortization of intangible assets (Appilog)

     0.2 %     —    
    


 


Non-GAAP operating margin

     19.9 %     16.8 %(2)
    


 



(1)    Amount is less than 0.05%

                

(2)    Amount does not foot due to rounding