-----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, Pj/Kt5bRZxEOsHJ10lQ6B8pN/g08fsTE1KfrCqG5ke3JQ6L3z3Rh1tlok3ta1Lwa G0VnwsrwZ86/QGExZGnRKQ== 0001072613-04-001338.txt : 20040715 0001072613-04-001338.hdr.sgml : 20040715 20040715161106 ACCESSION NUMBER: 0001072613-04-001338 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040715 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040715 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: 04915968 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_12786.txt FORM 8-K DATED JULY 15, 2004 ================================================================================ 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): JULY 15, 2004 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 Third Quarter On July 15, 2004, the Company announced its results of operations for the quarter ended June 30, 2004. A copy of the Company's press release dated July 15, 2004 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 income and EPS is adjusted to exclude the amortization of acquired technology and other intangibles and the related tax effects. 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. ITEM 7. EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 99 Press Release issued by MRO Software, Inc. on July 15, 2004 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: July 15, 2004 MRO SOFTWARE, INC. /s/ Peter J. Rice --------------------------------- By: Peter J. Rice Title: Chief Financial Officer EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 99 Press Release issued by MRO Software, Inc. on July 15, 2004 EX-99 2 exhibit99_12786.txt PRESS RELEASE DATED JULY 1, 2004 EXHIBIT 99 ---------- MRO SOFTWARE FOR IMMEDIATE RELEASE MEDIA CONTACT: INVESTOR CONTACT: Vaughn Harring Peter Rice (781) 280-6855 (781) 280-6550 vaughn.harring@mro.com peter.rice@mro.com MRO SOFTWARE REPORTS THIRD QUARTER RESULTS SOLID MAXIMO SALES DRIVE REVENUE, IMPROVED OPERATING MARGINS, INCREASED EPS AND CASH BEDFORD, MASS., JULY 15, 2004 - MRO Software, Inc. (Nasdaq: MROI), the leading provider of strategic asset management solutions, today announced results for the Company's third fiscal quarter ended June 30, 2004. Total revenues for the third quarter were $46.3 million compared with $47.6 million for the third quarter of the prior year, a decrease of 3 percent. On a GAAP basis, the Company reported net income for the quarter of $3.1 million or $0.12 per diluted share, compared with net income of $2.0 million or $0.08 per diluted share for the same quarter last year, an increase in EPS of 50 percent. Pro forma net income (see Schedule A) for the third quarter was $3.6 million, or $0.14 per diluted share compared with pro forma net income of $2.8 million or $0.12 per diluted share for same quarter last year, an increase in EPS of 17 percent. Pro forma results are adjusted for the amortization of acquired technology and other intangibles and their related tax effects. Revenue from software license sales was $13.0 million, compared with $15.3 million in the same quarter last year, a decrease of 15 percent. Support and services revenue was $33.3 million, compared with $32.3 million in the same quarter last year, an increase of 3 percent. As of June 30, 2004, the balance sheet contained $99.4 million in cash and marketable securities, an increase of $2.9 million from the second quarter, and no long-term debt. Deferred revenue was $31.6 million, and days sales outstanding (DSO) was 65 days. There were a total of 232 software license sales for the quarter, including three transactions of approximately $1 million or more. Customers for the quarter included: Cummins Engine Co., Computer Sciences Raytheon, Grubb & Ellis Management Services, Inc., Honeywell Technology Solutions, Inc., Iraq Coalition Provisional Authority Program Management Office, JB Hunt Transport Services, Inc., Johnson Controls, Inc., Lower Colorado River Authority, National Institute of Health, PPG Industries, Southwest Ohio Regional Transit Authority and Vestas Wind Systems A/S. "We were able to deliver solid results for the quarter. Our focus on vertical solutions continues to produce results with several significant wins in the nuclear, transportation and federal sectors during the quarter," said Chip Drapeau, president and CEO, MRO Software. "With our healthy balance sheet we are able to continue investing in solutions and activities that will help to grow the Company." "The Company's earnings, operating margins and cash balances continued to improve this quarter," said Peter Rice, CFO, MRO Software. "For the fourth quarter of fiscal 2004, we expect revenues to be in the range of $47 to $49 million, and we expect earnings to be in the range of $0.12 to $0.16 per share on a GAAP basis, and between $0.14 to $0.18 per share on a pro forma basis. Based on these expectations, the Company reaffirms its guidance for fiscal year 2004 total revenue growth of approximately 5 percent and pro forma earnings growth of approximately 50 percent above fiscal 2003 results. Looking ahead for fiscal year 2005, we expect total revenue growth of five percent and pro forma earnings growth in the range of 10 to 15 percent for the full fiscal year." Expected results on a pro forma basis are adjusted for the amortization of acquired technology and other intangibles and the related tax effects. The Company will hold a conference call to discuss these results on Thursday, July 15, 2004 beginning at 4:30 p.m. EDT. To participate in this call within the U.S. and Canada, dial (800) 932-9896, international callers should dial (706) 634-5804. A digital recording of the call will be available beginning two hours after the call and will be available until July 22, 2004. To access the replay within the U.S. and Canada, dial (800) 642-1687, international callers should dial (706) 645-9291, all participants should use conference ID: 8494359. A webcast of the call is available at: www.mro.com/investor. 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. 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, volatility in results as a function of a small number of large license transactions, and those factors discussed in the Section entitled "Factors Affecting Future Performance" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004. 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. MAXIMO(R) is a registered trademark, and MRO SoftwareTM is a trademark of, MRO Software, Inc. # # # MRO SOFTWARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
June 30, 2004 September 30, 2003 ------------- ------------------ (in thousands) ASSETS Cash and cash equivalents $ 48,358 $ 73,662 Marketable securities 1,189 1,102 Accounts receivable, net 33,668 28,833 Other current assets 8,148 6,419 ---------- ---------- TOTAL CURRENT ASSETS 91,363 110,016 ---------- ---------- Marketable securities 49,857 19,809 Property and equipment, net 8,287 8,239 Intangible assets, net 51,451 53,910 Other assets 13,097 13,287 ---------- ---------- TOTAL ASSETS $ 214,055 $ 205,261 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 24,963 $ 28,799 Deferred revenue 30,554 28,734 ---------- ---------- TOTAL CURRENT LIABILITIES 55,517 57,533 ---------- ---------- Other long term liabilities 2,137 1,216 ---------- ---------- TOTAL LIABILITIES 57,654 58,749 ---------- ---------- STOCKHOLDERS' EQUITY 156,401 146,512 ---------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 214,055 $ 205,261 ========== ==========
# # # MRO SOFTWARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended Nine Months Ended June 30, June 30, ------------------------- ------------------------- 2004 2003 2004 2003 (in thousands, except per share data) Revenues: Software $ 12,996 $ 15,348 $ 36,658 $ 35,685 Support and services 33,304 32,287 99,166 95,226 ---------- ---------- ---------- ---------- Total revenues 46,300 47,635 135,824 130,911 ---------- ---------- ---------- ---------- Cost of revenues: Software 1,109 1,752 3,404 3,269 Support and services 14,960 14,662 45,140 44,103 Amortization of acquired technology 473 844 1,885 2,532 ---------- ---------- ---------- ---------- Total cost of revenues 16,542 17,258 50,429 49,904 ---------- ---------- ---------- ---------- Gross profit 29,758 30,377 85,395 81,007 Operating expenses: Sales and marketing 13,941 16,074 41,486 45,765 Product development 7,001 6,512 21,104 19,656 General and administrative 4,280 4,764 13,134 13,118 Amortization of other intangibles 165 226 574 704 ---------- ---------- ---------- ---------- Total operating expenses 25,387 27,576 76,298 79,243 ---------- ---------- ---------- ---------- Income from operations 4,371 2,801 9,097 1,764 Interest income 313 205 761 596 Other income/(expense), net 35 169 (292) 1,150 ---------- ---------- ---------- ---------- Income before income taxes 4,719 3,175 9,566 3,510 Provision for income taxes 1,631 1,158 3,327 1,276 ---------- ---------- ---------- ---------- Net income $ 3,088 $ 2,017 $ 6,239 $ 2,234 ========== ========== ========== ========== Net income per share, basic $ 0.12 $ 0.08 $ 0.25 $ 0.09 ---------- ---------- ---------- ---------- Net income per share, diluted $ 0.12 $ 0.08 $ 0.25 $ 0.09 ---------- ---------- ---------- ---------- Shares used to calculate net income per share Basic 24,873 24,457 24,766 24,390 Diluted 25,409 24,489 25,356 24,542
MRO SOFTWARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS PRO FORMA, AS ADJUSTED Schedule A (unaudited)
Three Months Ended Nine Months Ended June 30, June 30, ------------------------- ------------------------- 2004 2003 2004 2003 (in thousands, except per share data) GAAP net income $ 3,088 $ 2,017 $ 6,239 $ 2,234 Pro forma adjustments Amortization of other intangibles 165 226 574 704 Amortization of acquired technology 473 844 1,885 2,532 Related tax effects (166) (266) (688) (927) ------------------------------------------------------- Total pro forma adjustments 472 804 1,771 2,309 Pro forma net income, as adjusted $ 3,560 $ 2,821 $ 8,010 $ 4,543 ---------- --------- ---------- ---------- Pro forma diluted net income per share, as adjusted $ 0.14 $ 0.12 $ 0.32 $ 0.19 ---------- --------- ---------- ---------- Shares used to calculate pro forma net income per share, as adjusted 25,409 24,489 25,356 24,542
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 2004 and 2003 is adjusted to exclude the amortization of acquired technology and other intangibles and their related tax effects. 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. -----END PRIVACY-ENHANCED MESSAGE-----