-----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, T4+WFYJGxYvgablF5FJaNhTT/XJhmvJjq63mNOFvPqBab4qsW6aegO3LHruBvsP+ hlDZYEUjJu8jtgqM41U57A== 0001072613-04-002007.txt : 20041104 0001072613-04-002007.hdr.sgml : 20041104 20041104162346 ACCESSION NUMBER: 0001072613-04-002007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041104 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 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: 041119942 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_13042.txt FORM 8-K (NOVEMBER 4, 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): NOVEMBER 4, 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Announcement of Results of Operations for Second Quarter - -------------------------------------------------------- On November 4, 2004, the Company announced its results of operations for the quarter and fiscal year ended September 30, 2004. A copy of the Company's press release dated November 4, 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 their 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 9.01. EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 99 Press Release issued by MRO Software, Inc. on November 4, 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: November 4, 2004 MRO SOFTWARE, INC. /s/ Craig Newfield ------------------------------ By: Craig Newfield Title: V.P. & General Counsel EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 99 Press Release issued by MRO Software, Inc. on November 4, 2004 EX-99 2 exh99-1_13042.txt PRESS RELEASE EXHIBIT 99 ---------- MRO SOFTWARE 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 2004 RESULTS GROWTH IN REVENUE, EARNINGS AND CASH BUILDS FOUNDATION FOR EXPANSION INTO NEW MARKETS BEDFORD, MASS., NOVEMBER 4, 2004 - MRO Software, Inc. (Nasdaq: MROI), the leading provider of strategic asset management solutions, today announced revenues of $49.9 million for the Company's fourth quarter and $185.7 million for the fiscal year ended September 30, 2004. Total revenues for the fourth quarter were $49.9 million compared with $46.0 million for the fourth quarter last year an increase of 8 percent. Revenues for the fiscal year ended September 30, 2004 were $185.7 million, compared with $176.9 million for the prior year, an increase of 5 percent. On a GAAP basis, the Company reported net income for the fourth quarter of $4.1 million or $0.16 per diluted share, compared with net income of $2.6 million or $0.11 per diluted share for the same quarter last year, an increase in EPS of 38 percent. On a GAAP basis for the fiscal year ended September 30, 2004, the Company reported net income of $10.3 million or $0.40 per diluted share compared with a net income of $4.9 million, or $0.20 per diluted share for the prior year, an increase in EPS of 56 percent. Pro forma net income (see Schedule A) for the fourth quarter was $4.6 million, or $0.18 per diluted share compared with pro forma net income of $3.3 million or $0.13 per diluted share for same quarter last year. For fiscal year ended September 30, 2004, the Company reported pro forma net income of $12.6 million, or $0.50 per diluted share compared with pro forma net income of $7.9 million, or $0.32 per diluted share for the prior year. Pro forma results are adjusted for the amortization of acquired technology and other intangibles and their related tax effects. For the fourth quarter, revenues from software license sales were $15.9 million, compared with $14.2 million for the same quarter last year, an increase of 12 percent. Support and services revenues were $33.9 million for the fourth quarter, compared with $31.7 million for the same quarter last year, an increase of 7 percent. For fiscal year ended September 30, 2004, software revenues were $52.6 million compared with $49.9 million for the prior year, an increase of 5 percent. Support and services revenues for the fiscal year ended September 30, 2004, were $133.1 million compared with $127.0 million for the prior year, an increase of 5 percent. During the fourth quarter, the Company sold 269 software licenses into a broad range of industries. Customers that purchased MRO Software solutions during the quarter included: ABB, AMTRAK, Ames Labs, City of Austin, China National Offshore Oil Company (CNOOC), Department of Energy, EDS, General Mills, Guinness Brewing, Honeywell Austria, Jacksonville Electrical Authority, Johnson & Johnson SpA, Kaiser Aluminum and Chemical, Kuwait Oil Tanker Co., Land Securities Trillium, Library of Congress, Los Angeles Unified School District, Melbourne Airport, Port Waratah Coal Services, Talisman Energy, United Gas Derivatives, University of Kansas, U.S. Navy, and Washington International. The balance sheet as of September 30, 2004 contained $108.4 million in cash and marketable securities and no long-term debt. This compares with $94.6 million in cash and marketable securities as of September 30, 2003, and represents a 15 percent increase year-over-year. For the fourth quarter, deferred revenue was $30.3 million, and days sales outstanding (DSO) were 66. "The Company delivered on its earnings and growth projections for the year," said Chip Drapeau, president and CEO, MRO Software. "Our industry solutions continued to be important revenue drivers for the fourth quarter and the fiscal year. The last two years of solid financial performance has provided the foundation to launch our next generation asset and service management solution, Maximo Enterprise Suite. Product development is complete, we are in the final stages of QA, and early customer feedback has been positive. We are confident with our plan to launch Maximo Enterprise Suite early in calendar year 2005." "The Company is very sound financially," said Peter Rice, executive vice president and CFO, MRO Software. "We had a strong fourth quarter, and for the year we met our revenue growth targets, earnings improved by more than 50 percent on a pro forma basis, and 100 percent on a GAAP basis, and we significantly improved our cash position." For fiscal year 2005, the Company expects software revenues to grow in the range of 10 to 20 percent above fiscal 2004 results. It is anticipated that operating margins will continue to increase. As a result, the Company expects earnings to increase in the range of 15 to 25 percent over fiscal 2004 results on a pro forma basis. Consistent with prior performance, and due to the timing of the release of the Maximo Enterprise Suite, the Company expects most of the anticipated revenue growth to occur in the second half of the fiscal year. Specifically, in the first quarter of fiscal 2005 revenues are expected to be in the range of $45 to $47 million, GAAP earnings to be in the range of $0.08 to $0.10 per share, and pro forma earnings to be in the range of $0.10 to $0.12 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 2004 conference call on Thursday, November 4 at 4:30 p.m. EST. To participate in this call within the U.S. and Canada, dial (866) 259-1024, international callers should dial (703) 639-1218. A digital recording of the call will be available beginning two hours after the call and will be available until November 11, 2004. To access the replay within the U.S. and Canada, dial (888) 266-2081, international callers should dial (703) 925-2533, all participants should use conference ID: 581612. 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. 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, difficulties or delays in the development or deployment of our industry-specific offerings, difficulties or delays in the development, release or initial customer acceptance of our new Maximo Enterprise Suite product, and those factors discussed in the Section entitled "Factors Affecting Future Performance" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. # # # MAXIMO(R) and MAXIMO MainControl(R) are registered trademarks, and MRO SoftwareTM is a trademark, of MRO Software, Inc. MRO SOFTWARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED TWELVE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------- ----------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ (IN THOUSANDS, EXCEPT PER SHARE DATA) Revenues: Software $ 15,925 $ 14,219 $ 52,583 $ 49,904 Support and services 33,940 31,747 133,106 126,973 ------------ ------------ ------------ ------------ Total revenues 49,865 45,966 185,689 176,877 ------------ ------------ ------------ ------------ Cost of revenues: Software 1,335 1,669 4,739 4,938 Support and services 15,004 14,515 60,144 58,618 Amortization of acquired technology 519 844 2,404 3,376 ------------ ------------ ------------ ------------ Total cost of revenues 16,858 17,028 67,287 66,932 ------------ ------------ ------------ ------------ Gross profit 33,007 28,938 118,402 109,945 Operating expenses: Sales and marketing 15,276 13,352 56,762 59,117 Product development 7,388 6,820 28,492 26,476 General and administrative 4,705 4,584 17,839 17,702 Amortization of other intangibles 92 204 666 908 ------------ ------------ ------------ ------------ Total operating expenses 27,461 24,960 103,759 104,203 ------------ ------------ ------------ ------------ Income from operations 5,546 3,978 14,643 5,742 Interest income 497 215 1,258 811 Other income, net 298 11 6 1,161 ------------ ------------ ------------ ------------ Income before income taxes 6,341 4,204 15,907 7,714 Provision for income taxes 2,240 1,568 5,567 2,844 ------------ ------------ ------------ ------------ Net income $ 4,101 $ 2,636 $ 10,340 $ 4,870 ============ ============ ============ ============ Net income per share, basic $ 0.16 $ 0.11 $ 0.41 $ 0.20 ------------ ------------ ------------ ------------ Net income per share, diluted $ 0.16 $ 0.11 $ 0.40 $ 0.20 ------------ ------------ ------------ ------------ Shares used to calculate net income per share Basic 24,947 24,548 24,811 24,429 Diluted 25,090 24,985 25,290 24,653
MRO SOFTWARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS PRO FORMA, AS ADJUSTED SCHEDULE A (UNAUDITED)
THREE MONTHS ENDED TWELVE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------- ----------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ (IN THOUSANDS, EXCEPT PER SHARE DATA) GAAP net income $ 4,101 $ 2,636 $ 10,340 $ 4,870 Pro forma adjustments Amortization of other intangibles 92 204 666 908 Amortization of acquired technology 519 844 2,404 3,376 Related tax effects (156) (350) (844) (1,277) ------------ ------------ ------------ ------------ Total pro forma adjustments 455 698 2,226 3,007 Pro forma net income, as adjusted $ 4,556 $ 3,334 $ 12,566 $ 7,877 ------------ ------------ ------------ ------------ Pro forma diluted net income per share, as adjusted $ 0.18 $ 0.13 $ 0.50 $ 0.32 ------------ ------------ ------------ ------------ Shares used to calculate pro forma net income per share, as adjusted 25,090 24,985 25,290 24,653
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. MRO SOFTWARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, SEPTEMBER 30, 2004 2003 ------------ ------------ (in thousands) ASSETS Cash and cash equivalents $ 56,982 $ 73,662 Marketable securities 2,227 1,102 Accounts receivable, net 36,636 28,833 Other current assets 6,542 6,419 ------------ ------------ TOTAL CURRENT ASSETS 102,387 110,016 ------------ ------------ Marketable securities 49,198 19,809 Property and equipment, net 7,227 8,239 Intangible assets, net 52,309 53,910 Other assets 11,600 13,287 ------------ ------------ TOTAL ASSETS $ 222,721 $ 205,261 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 28,778 $ 27,966 Deferred revenue 29,373 28,734 ------------ ------------ TOTAL CURRENT LIABILITIES 58,151 56,700 ------------ ------------ Other long term liabilities 3,435 2,049 ------------ ------------ TOTAL LIABILITIES 61,586 58,749 ------------ ------------ STOCKHOLDERS' EQUITY 161,135 146,512 ------------ ------------ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 222,721 $ 205,261 ============ ============
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