-----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, AMjdcGB9GXnXurFq+kHqUQfEgL1e/Z1ObsxAMe8zD4xcv9wOxE01IC62A6UvRcBW yrZIc0BRTacYJ2982ra2MA== 0000950135-03-002065.txt : 20030328 0000950135-03-002065.hdr.sgml : 20030328 20030328172434 ACCESSION NUMBER: 0000950135-03-002065 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030117 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRO SOFTWARE INC CENTRAL INDEX KEY: 0000920354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042448516 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23852 FILM NUMBER: 03626372 BUSINESS ADDRESS: STREET 1: 100 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7812802000 MAIL ADDRESS: STREET 1: 100 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: PROJECT SOFTWARE & DEVELOPMENT INC DATE OF NAME CHANGE: 19940315 8-K/A 1 b46025kae8vkza.txt MRO SOFTWARE, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): JANUARY 17, 2003 MRO SOFTWARE, INC. (Exact name of Registrant as specified in its charter) MASSACHUSETTS 0-23852 04-2448516 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 100 CROSBY DRIVE, BEDFORD, MA 01730 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (781) 280-2000 Project Software & Development, Inc. (Former Name) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. SALE OF ASSETS OF CATALOG SERVICES OPERATION On January 31, 2003, MRO Software, Inc. (the "Company") filed a Current Report on Form 8-K regarding its sale on January 17, 2003 of assets that had been used in the industrial data normalization services operations of its wholly owned subsidiary INTERMAT, Inc. The Company is now amending its Current Report to include the financial statements described in Item 7(b) below. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) Pro Forma Financial Information. The following pro forma consolidated financial statements of the Company are filed as part of this report: Introduction 3 Pro Forma Consolidated Balance Sheet as of December 31, 2002 (unaudited) 4 Pro Forma Consolidated Statement of Operations for the year ended September 30, 2002 (unaudited) 5 Pro Forma Consolidated Statement of Operations for the three months ended December 31, 2002 (unaudited) 6 Notes and Assumptions to Pro Forma Consolidated Financial Statements (unaudited) 7 2 MRO SOFTWARE, INC. INTRODUCTION TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The following unaudited Pro Forma Consolidated Balance Sheet of MRO Software, Inc. as of December 31, 2002 gives effect to the sale of certain assets of INTERMAT, Inc. ("INTERMAT") effective December 31, 2002. The unaudited Pro Forma Consolidated Statements of Operations for the year ended September 30, 2002 and the three months ended December 31, 2002 present operating results of the Company as if the sale of INTERMAT had occurred on October 1, 2001. The pro forma adjustments are based upon available information and certain assumptions that management of the Company believes are reasonable in the circumstances. The Pro Forma Consolidated Financial Statements should be read in conjunction with financial information pertaining to the Company included in the Annual Report on Form 10-K for the year ended September 30, 2002 and the Quarterly Report on Form 10-Q for the period ended December 31, 2002. The Pro Forma Consolidated Financial Statements are not intended to be indicative of the consolidated results of operations of future operations or of future financial position. 3 MRO SOFTWARE, INC. PRO FORMA CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2002 (UNAUDITED)
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA ---------- ----------- --------- (in thousands) ASSETS Current assets: Cash and cash equivalents $ 70,515 -- $ 70,515 Accounts receivable, net 31,754 -- 31,754 Prepaid expenses and other current assets 7,516 1,000 (b) 8,516 Deferred income taxes 2,559 -- 2,559 -------- ------ -------- Total current assets 112,344 1,000 113,344 Marketable securities 500 -- 500 Property and equipment, net 9,645 (514) (a) 9,131 Intangible assets, net 57,274 (173) (a) 57,101 Other assets 2,398 -- 2,398 Deferred income taxes 8,569 331 (c) 8,900 -------- ------ -------- Total assets $190,730 $ 644 $191,374 ======== ====== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 14,517 $ 487 (c) $ 15,004 Accrued compensation 8,140 (55) (a) 8,085 Other current liabilities 130 -- 130 Deferred revenue 26,805 (78) (a) 26,727 -------- ------ -------- Total current liabilities 49,592 354 49,946 Other long term liabilities 342 342 Deferred revenue 1,036 1,036 Stockholders' equity: -- Common stock 244 -- 244 Additional paid-in capital 113,498 -- 113,498 Deferred compensation (149) -- (149) Retained earnings 26,688 290 (b)(c) 26,978 Accumulated other comprehensive loss (521) -- (521) -------- ------ -------- Total stockholders' equity 139,760 290 140,050 -------- ------ -------- Total liabilities and stockholders' equity $190,730 $ 644 $191,374 ======== ====== ========
See accompanying notes to the pro forma consolidated financial information. 4 MRO SOFTWARE, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2002 (UNAUDITED)
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA ---------- ----------- --------- (in thousands, except per share data) Revenues: Software $ 49,035 $ (708) (d) $ 48,327 Support and services 122,846 (5,030) (d) 117,816 -------- ------- -------- Total revenues 171,881 (5,738) 166,143 Cost of revenues: Software 7,012 7,012 Support and services 61,862 (6,925) (d) 54,937 -------- ------- -------- Total cost of revenues 68,874 (6,925) 61,949 Gross profit 103,007 1,187 104,194 Operating expenses: Sales and marketing 58,806 (1,277) (d) 57,529 Product development 26,897 (452) (d) 26,445 General and administrative 19,698 (724) (d) 18,974 Intangible amortization 12,925 - 12,925 -------- ------- -------- Total operating expenses 118,326 (2,453) 115,873 -------- ------- -------- Loss from operations (15,319) 3,640 (11,679) Interest income 974 -- 974 Other income/(expense), net (94) 6 (d) (88) -------- ------- -------- Loss before income taxes (14,439) 3,646 (10,793) Benefit for income taxes (3,888) 1,276 (d) (2,612) -------- ------- -------- Net loss $(10,551) $ 2,370 $ (8,181) ======== ======= ======== Net loss per share, basic $ 0.46 $ 0.35 Net loss per share, diluted $ 0.46 $ 0.35 Shares used to calculate net loss per share Basic 23,171 23,171 Diluted 23,171 23,171
See accompanying notes to the pro forma consolidated financial information. 5 MRO SOFTWARE, INC PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 (UNAUDITED)
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA ---------- ----------- --------- (in thousands, except per share data) Revenues: Software $12,685 $ (132) (d) $12,553 Support and services 31,203 (1,041) (d) 30,162 ------- ------- ------- Total revenues 43,888 (1,173) 42,715 Cost of revenues: Software 1,850 1,850 Support and services 14,928 (1,295) (d) 13,633 ------- ------- ------- Total cost of revenues 16,778 (1,295) 15,483 Gross profit 27,110 122 27,232 Operating expenses: Sales and marketing 15,399 (215) (d) 15,184 Product development 6,756 (109) (d) 6,647 General and administrative 4,646 (96) (d) 4,550 Intangible amortization 248 -- 248 ------- ------- ------- Total operating expenses 27,049 (420) 26,629 ------- ------- ------- Income from operations 61 542 603 Interest income 210 -- 210 Other income (expense), net 338 -- 338 ------- ------- ------- Income before income taxes 609 542 1,151 Provision for income taxes 214 190 (d) 404 ------- ------- ------- Net income $ 395 $ 352 $ 747 ======= ======= ======= Net income per share, basic $ 0.02 $ 0.03 Net income per share, diluted $ 0.02 $ 0.03 Shares used to calculate net income per share Basic 24,306 24,306 Diluted 24,478 24,478
See accompanying notes to the pro forma consolidated financial information. 6 MRO SOFTWARE, INC. NOTES AND ASSUMPTIONS TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The accompanying Pro Forma Consolidated Financial Statements give effect to the following pro forma adjustments necessary to reflect the sale of INTERMAT as if the transaction occurred at the dates indicated in the Introduction: (a) To reflect the elimination of the assets and liabilities upon the sale of INTERMAT. (b) To reflect the gain and related tax effects upon the sale of INTERMAT. Proceeds of the sale include $2 million in promissory notes and stock purchase warrants representing the right to purchase five (5%) percent of the Buyer's common stock. $1 million of promissory note receivable, due and payable on June 30, 2006, has not been valued due to uncertainty of collection. The stock purchase warrants were not valued due to the limited operating history of the buyer. Calculation of the gain for Generally Accepted Accounting Principles ("GAAP") purposes is as follows (in thousands): Proceeds for GAAP purposes $1,000 Less: Net Book Value Assets (554) ------ Gain for GAAP purposes 446 Tax (35%) 156 ------ Net gain after tax $ 290 7 (c) To reflect the difference between the gain recorded for GAAP purposes and the gain recorded for tax purposes. Income tax effect is as follows (in thousands): Proceeds for tax purposes $2,000 Less: Net Tax Value Assets (609) ------ Gain for tax purposes 1,446 Tax (35%)* 487 ------ Net gain after tax $ 959 * A deferred tax asset of $331,000 is recorded to reflect the temporary difference arising from the immediate recognition of the gain for tax purposes. (d) To reflect the elimination of revenue and expenses and the resulting tax adjustment for INTERMAT for the periods presented. 8 (c) Exhibits Consent of PricewaterhouseCoopers, L.L.P., Independent Public Accountants, dated March 28, 2003 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 28, 2003 MRO Software, Inc. By: /s/ Peter J. Rice ------------------------------------- Peter J. Rice Executive Vice President Finance & Administration and Treasurer (Principal Financial Officer) 9 EX-23.1 3 b46025kaexv23w1.txt CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No.'s 333-57086 and 333-98171) and Form S-3 (No. 333-98173) of MRO Software, Inc. of our report dated October 29, 2002, relating to the financial statements and financial statement schedule, which appears in MRO Software, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2002. PricewaterhouseCoopers LLP Boston, Massachusetts March 28, 2003 -----END PRIVACY-ENHANCED MESSAGE-----