-----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, EtzUdq2V6ibFYAxxw3NGYLY1KyzIPv2PT7B49jPtbnuuiJ2jy1V2EW6n0Z4SF46J KXQCJIuEZyJpO+ApwLE1PA== 0001072613-03-001710.txt : 20031030 0001072613-03-001710.hdr.sgml : 20031030 20031030160502 ACCESSION NUMBER: 0001072613-03-001710 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031030 ITEM INFORMATION: FILED AS OF DATE: 20031030 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23852 FILM NUMBER: 03966808 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 1 form8-k_12275.txt MRO SOFTWARE, INC. FORM 8-K ================================================================================ 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): OCTOBER 30, 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 ================================================================================ ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Announcement of Results of Operations for Fourth Quarter - -------------------------------------------------------- On October 30, 2003, the Company announced its results of operations for the quarter and year ended September 30, 2003. A copy of the Company's press release dated October 30, 2003 is attached as Exhibit 99 hereto. In its press release, the Company announced its net income and earnings per share (EPS) on a GAAP and on a pro forma basis. As presented by the Company, pro forma net loss and EPS for the fourth quarter of fiscal year 2002 is adjusted to exclude the amortization of acquired technology, goodwill and other intangibles and their related tax effects. Pro forma net income and EPS for the corresponding period of fiscal 2003 is adjusted to exclude the amortization of acquired technology and other intangibles and their related tax effects. As a result of the Company's implementation of Statement of Financial Accounting Standards No. 142 as of October 1, 2002, the Company no longer amortizes goodwill. Management believes that such pro forma net income and EPS information is useful to investors, first because it is important for investors to receive information in a form that is consistent with the Company's past practice, and second because the Company's amortization of intangibles expense is substantially fixed, and is relatively large in comparison with the absolute value of the Company's operating income. The Company believes that by focusing on the impact of expenses that are to a greater extent subject to control by the Company's management during the period reported, pro forma net income and EPS provide investors with a more direct perspective on the performance of the Company and its management. The foregoing information is furnished under Item 12 of Form 8-K and 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, regardless of any general incorporation language in such filing. ITEM 7. EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 99 Press Release issued by MRO Software, Inc. on October 30, 2003 SIGNATURES 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: October 30, 2003 MRO SOFTWARE, INC. /s/ Craig Newfield ------------------------------------ By: Craig Newfield Title: V.P., General Counsel & Clerk EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 99 Press Release issued by MRO Software, Inc. on October 30, 2003 2 EX-99 3 exhibit99_12275.txt PRESS RELEASE ISSUED OCTOBER 30, 2003 EXHIBIT 99 ---------- MRO SOFTWARE (LOGO) FOR IMMEDIATE RELEASE INVESTOR CONTACT: MEDIA CONTACT: Peter Rice Vaughn Harring (781) 280-6550 (781) 280-6855 peter.rice@mro.com vaughn.harring@mro.com MRO SOFTWARE REPORTS FOURTH QUARTER AND FISCAL 2003 RESULTS FINISHES YEAR WITH GROWTH IN SALES, EARNINGS, OPERATING MARGINS AND CASH BEDFORD, MASS., OCTOBER 30, 2003 - MRO Software, Inc. (Nasdaq: MROI), the leading provider of strategic asset management solutions, today announced revenues of $46.0 million for the Company's fourth quarter and $176.9 million for the fiscal year ended September 30, 2003. Total revenues for the fourth quarter were $46.0 million compared with $46.1 million for the fourth quarter last year. Revenues for the fiscal year ended September 30, 2003 were $176.9 million, compared with $171.9 million for the prior year, an increase of 3 percent. On a GAAP basis, the Company reported net income for the fourth quarter of $2.6 million or $0.11 per diluted share, compared with a net loss of $2.0 million or ($0.08) per share for the same quarter last year. On a GAAP basis for the fiscal year ended September 30, 2003, the Company reported net income of $4.9 million or $0.20 per diluted share compared with a net loss of $10.6 million, or ($0.46) per share for the prior year. Pro forma net income (see Schedule A) for the fourth quarter was $3.3 million, or $0.13 per diluted share compared with pro forma net income of $1.4 million or $0.06 per diluted share for same quarter last year. For fiscal year ended September 30, 2003, the Company reported pro forma net income of $7.9 million, or $0.32 per diluted share compared with pro forma net income of $0.8 million, or $0.03 per diluted share for the prior year. Pro forma results are adjusted for the amortization of acquired technology, goodwill and other intangibles and their related tax effects. As a result of the Company's implementation of FASB No.142 on October 1, 2002, the Company no longer amortizes goodwill. For the fourth quarter, revenues from software license sales were $14.2 million, compared with $15.0 million for the same quarter last year, a decrease of 5 percent. Support and services revenues were $31.8 million for the fourth quarter, compared with $31.0 million for the same quarter last year, an increase of 3 percent. For fiscal year ended September 30, 2003, software revenues were $49.9 million compared with $49.0 million for the prior year, an increase of 2 percent. Support and services revenues for the fiscal year ended September 30, 2003, were $127.0 million compared with $122.9 million for the prior year, an increase of 3 percent. During the fourth quarter, the Company sold more than 230 new licenses into a broad range of industries. Customers that purchased MRO Software solutions during the quarter included: Alcan, Aventis Pharmaceuticals, Cornell University, Daimler Chrysler AG, Gillette, HP, Lockheed Martin, Nippon Oil Corporation, Penn State University, Port of Seattle, Sara Lee Corporation, State Street Bank, Siemens, U.S. Coast Guard, U.S. Customs, U.S. Department of Energy, U.S. National Parks Service and the U.S. Navy. The balance sheet as of September 30, 2003 contained $94.6 million in cash and marketable securities and no long-term debt. This compares with $67.8 million in cash and marketable securities as of September 30, 2002, and represents a 40 percent increase year-over-year. For the fourth quarter, deferred revenue was $29.9 million, and days sales outstanding (DSO) improved to 57 days from 64 days in the prior quarter. "During this fiscal year we've improved every important metric with increases in revenue, software sales, earnings and cash," said Chip Drapeau, president and CEO, MRO Software. "This year's results were driven by the increased adoption of MAXIMO's Web-architecture, increased sales of our IT Asset Management solution and a continuation of our high customer retention rates delivered by our support and services organizations. Based on the continuing trends in MAXIMO(R) and MAXIMO MainControl(R) sales, our focus on vertical industry solutions, and the Company's solid financial fundamentals, I believe we are well-positioned for the future." "I'm pleased with the continued improvement of the Company's financial metrics," said Peter Rice, executive vice president and CFO, MRO Software. "Our focus on profitability, improved operating margins and cash generation is reflected in the strong results we reported today." Rice continued, "For fiscal year 2004, the Company expects total revenues will grow by approximately 5 percent above fiscal 2003 results. We believe that our operating margins will continue to increase and that will result in improved earnings that are expected to be in the range of $0.30-$0.40 per share on a GAAP basis and $0.40-$0.50 per share on a pro forma basis. As consistent with our prior performance, the Company expects a majority of the anticipated revenue growth to occur in the second half of the fiscal year. Specifically, in the first quarter of fiscal 2004 we expect revenues to be in the range of $43 to $45 million, GAAP earnings to be in the range of $0.03 to $0.05 per share, and pro forma earnings to be in the range of $0.05 to $0.07 per share." Expected results on a pro forma basis are adjusted for the amortization of acquired technology and other intangibles and their related tax effects (see Schedule A). The Company will conduct its regularly scheduled fiscal fourth quarter and year end 2003 conference call on Thursday, October 30, at 4:30 p.m. EST. For participants in the U.S. and Canada, the phone number is (800) 932-9896. International participants should use the phone number (706) 634-5804. A webcast of the call is available at: www.mro.com/investor -------------------- A digital recording will be made available beginning two hours after the completion of the conference call and will be available through November 6, 2003. Participants in the U.S. and Canada should call (800) 642-1687. International participants should call (706) 645-9291. All participants should use the Conference ID 3402121. A transcript of the call will be promptly archived on the Investor Relations portion of the Company's website, and may be found at: www.mro.com/investor ABOUT MRO SOFTWARE, INC. MRO Software is the leading provider of strategic asset management solutions. The Company's integrated suite of applications optimizes performance, improves productivity and service levels and enables asset-related sourcing and procurement across the entire spectrum of strategic assets. The Company's asset management solutions allow customers to manage the complete lifecycle of strategic assets including: planning, procurement, deployment, tracking, maintenance and retirement. Using MRO Software's solutions customers improve production reliability, labor efficiency, material optimization, software license compliance, lease management, warranty and service management and provisioning across the asset base. MRO Software (Nasdaq: MROI) is a global company based in Bedford, Mass., with approximately 900 employees, 10,000 customers and more than 260,000 end-users. The Company markets its products through a direct sales organization in combination with a network of international distributors. MRO Software has sales offices throughout North America, Europe, Asia/Pacific and Latin America. Additional information on MRO Software can be found at http://www.mro.com. FORWARD-LOOKING STATEMENTS. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company's actual results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such a difference include, among other things, continued sluggishness in IT spending and stagnation in the market for our products, difficulties or delays in the development or deployment of our industry-specific offerings, delayed sales of our MainControl products in anticipation of new releases, lower than expected benefits from our alliance partner program, and those factors discussed in the Section entitled "Factors Affecting Future Performance" in our Quarterly Report on Form 10-Q for the third quarter of fiscal 2003. # # # MAXIMO(R) and MAXIMO MainControl(R) are registered trademarks, and MRO SoftwareTM is a trademark, of MRO Software, Inc. 3 MRO SOFTWARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended Twelve Months Ended September 30, September 30, ---------------------------- ---------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- (in thousands, except per share data) Revenues: Software $ 14,219 $ 15,035 $ 49,904 $ 49,035 Support and services 31,747 31,039 126,973 122,846 ---------- ---------- ---------- ---------- Total revenues 45,966 46,074 176,877 171,881 ---------- ---------- ---------- ---------- Cost of revenues: Software 1,669 1,335 4,938 4,016 Support and services 14,515 14,199 58,618 61,862 Amortization of acquired technology 844 835 3,376 2,996 ---------- ---------- ---------- ---------- Total cost of revenues 17,028 16,369 66,932 68,874 ---------- ---------- ---------- ---------- Gross profit 28,938 29,705 109,945 103,007 Operating expenses: Sales and marketing 13,352 15,063 59,117 58,806 Product development 6,820 7,222 26,476 26,897 General and administrative 4,584 5,922 17,702 19,698 Amortization of goodwill and other intangibles 204 3,756 908 12,925 ---------- ---------- ---------- ---------- Total operating expenses 24,960 31,963 104,203 118,326 ---------- ---------- ---------- ---------- Income/(loss) from operations 3,978 (2,258) 5,742 (15,319) Interest income 215 224 811 974 Other income/(expense), net 11 (539) 1,161 (94) ---------- ---------- ---------- ---------- Income/(loss) before income taxes 4,204 (2,573) 7,714 (14,439) Provision/(benefit) for income taxes 1,568 (611) 2,844 (3,888) ---------- ---------- ---------- ---------- Net income/(loss) $ 2,636 $ (1,962) $ 4,870 $ (10,551) ========== ========== ========== ========== Net income/(loss) per share, basic $ 0.11 $ (0.08) $ 0.20 $ (0.46) ---------- ---------- ---------- ---------- Net income/(loss) per share, diluted $ 0.11 $ (0.08) $ 0.20 $ (0.46) ---------- ---------- ---------- ---------- Shares used to calculate net income/(loss) per share Basic 24,548 24,266 24,429 23,171 Diluted 24,985 24,266 24,653 23,171
4 MRO SOFTWARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS PRO FORMA, AS ADJUSTED Schedule A (unaudited)
Three Months Ended Twelve Months Ended September 30, September 30, ---------------------------- ---------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- (in thousands, except per share data) GAAP net income/(loss) $ 2,636 $ (1,962) $ 4,870 $ (10,551) Pro forma adjustments --------------------- Amortization of goodwill and other intangibles 204 3,756 3,376 12,925 Amortization of acquired technology 844 835 908 2,996 Related tax effects (350) (1,234) (1,277) (4,569) ---------- ---------- ---------- ---------- Total pro forma adjustments 698 3,357 3,007 11,352 Pro forma net income, as adjusted $ 3,334 $ 1,395 $ 7,877 $ 801 ---------- ---------- ---------- ---------- Pro forma diluted net income per share, as adjusted $ 0.13 $ 0.06 $ 0.32 $ 0.03 ---------- ---------- ---------- ---------- Shares used to calculate pro forma net income per share, as adjusted 24,985 24,330 24,653 23,888
NOTE: In this press release, the Company announced its earnings per share (EPS) on a GAAP and pro forma basis. Pro forma net income for fiscal year 2003 is adjusted to exclude the amortization of acquired technology and other intangibles and their related tax effects. Pro forma net loss for fiscal year 2002 is adjusted to exclude the amortization of acquired technology, goodwill and other intangibles and their related tax effects. The Company adopted FAS No. 142 on October 1, 2002. In accordance with FAS No. 142, the Company no longer amortizes goodwill. Management believes that such pro forma EPS is useful to investors, first because it is important for investors to receive information in a form that is consistent with the Company's past practice, and second because the Company's amortization of acquired technology and other intangibles is substantially fixed, and is relatively large in comparison with the absolute value of the Company's operating income. The Company believes that by focusing on the impact of expenses that are to a greater extent subject to control by the Company's management, pro forma EPS provides investors with a more direct perspective on the performance of the Company and its management. 5 MRO SOFTWARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
September 30, 2003 September 30, 2002 ------------------ ------------------ (in thousands) ASSETS Cash and cash equivalents $ 73,662 $ 67,315 Marketable securities 1,102 -- Accounts receivable, net 28,833 35,433 Other current assets 6,419 9,042 ---------- ---------- TOTAL CURRENT ASSETS 110,016 111,790 ---------- ---------- Marketable securities 19,809 500 Property and equipment, net 8,239 10,156 Intangible assets, net 53,910 58,366 Other assets 13,287 11,341 ---------- ---------- TOTAL ASSETS $ 205,261 $ 192,153 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 28,799 $ 26,192 Deferred revenue 28,734 27,536 ---------- ---------- TOTAL CURRENT LIABILITIES 57,533 53,728 ========== ========== Other long term liabilities 1,216 405 ---------- ---------- TOTAL LIABILITIES 58,749 54,133 ========== ========== STOCKHOLDERS' EQUITY 146,512 138,020 ---------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 205,261 $ 192,153 ========== ==========
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