WWW.EXFILE.COM, INC. -- 13422 -- MRO SOFTWARE, INC. -- FORM 8-K

BEDFORD, Mass., April 14, 2005 – MRO Software, Inc. (Nasdaq: MROI), the leading provider of strategic asset management solutions, today announced its final results for the Company’s second quarter ended March 31, 2005.

Total revenues for the second quarter were $43.2 million compared with $44.6 million for the second quarter last year, a decrease of 3 percent. On a GAAP basis, the Company reported net income for the second quarter of $0.6 million or $0.02 per diluted share, compared with a net income of $1.4 million or $0.05 per diluted share for the second quarter of fiscal 2004.

Pro forma net income (see Schedule A) for the second quarter was $1.0 million, or $0.04 per diluted share compared with pro forma net income of $2.0 million, or $0.08 per diluted share for same quarter last year. Pro forma results are adjusted for the amortization of acquired technology and other intangibles and the related tax effects.

For the second quarter, revenues from software license sales were $10.2 million, compared with $11.5 million for the same quarter last year, a decrease of 11 percent. During the second quarter, the Company sold 213 new software licenses. Support and services revenues were $33.0 million for the second quarter, compared with $33.2 million for the same quarter last year, a decrease of 1 percent.

The balance sheet as of March 31, 2005 contained $118.1 million in cash and marketable securities and no long-term debt. For the second quarter, deferred revenue was $33.7 million, and days sales outstanding (DSO) was 69 days.

“Maximo Enterprise Suite, the largest product development project we’ve ever undertaken, has been delivered on time and we expect it to contribute to our results in the second half of this year,” said Chip Drapeau, president and CEO, MRO Software. “Our industry-specific solutions continue to drive revenue and have proven to be competitive differentiators against both large ERP vendors and smaller niche providers. With a strong pipeline and new leadership in the sales organization, our outlook for the second half of the year remains solid.”

The Company reaffirmed its existing guidance for fiscal 2005, and expects software revenues to grow within the previously published range of 10 to 20 percent above fiscal 2004 results. As a result, the Company expects earnings to increase in the range of 15 to 25 percent over fiscal 2004 results on both a GAAP and pro forma basis. The Company expects revenues for the third quarter of fiscal 2005 to be in the range of $49 to $51 million, GAAP earnings to be in the range of $0.12 to $0.14 per share, and pro forma earnings to be in the range of $0.14 to $0.16 per share.

Expected results on a pro forma basis are adjusted for the amortization of acquired technology and other intangibles and the related tax effects.

MRO Software will hold its conference call to discuss the second fiscal second quarter earnings on Thursday, April 14, 2005. The call will begin 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 through April 21, 2005. 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: 5049221.

A webcast of this call will be 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

MRO Software is the leading provider of strategic asset and service management solutions. Maximo Enterprise Suite, the Company’s flagship solution, is delivered on a web-architected platform and increases productivity, optimizes asset performance, and service levels, reduces costs 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 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, slower than anticipated customer acceptance of our new products, and those factors discussed in the Section entitled “Factors Affecting Future Performance” in our quarterly report on Form 10-Q for the quarter ended December 31, 2004.

MAXIMO^® is a registered trademark, and MRO Software^TM is a trademark, of MRO Software, Inc.

MRO SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2005			2004			2005		2004
(in thousands, except per share data)
Revenues:
Software	$	10,174		$	11,452	$	24,998	$	23,662
Support and services		33,005			33,170		65,537		65,862
Total revenues		43,179			44,622		90,535		89,524

Cost of revenues:
Software		680			1,236		1,441		2,296
Support and services		16,320			15,407		31,935		30,180
Amortization of acquired technology		519			659		1,038		1,411
Total cost of revenues		17,519			17,302		34,414		33,887

Gross profit		25,660			27,320		56,121		55,637

Operating expenses:
Sales and marketing		13,351			13,835		28,582		27,545
Product development		6,958			7,097		13,738		14,103
General and administrative		4,459			4,389		8,937		8,854
Amortization of other intangibles		91			204		183		409
Total operating expenses		24,859			25,525		51,440		50,911

Income from operations		801			1,795		4,681		4,726

Interest income, net		647			244		1,118		448
Other income/(expense), net		(499	)		113		71		(327	)

Income before income taxes		949			2,152		5,870		4,847

Provision for income taxes		330			753		2,088		1,696

Net income	$	619		$	1,399	$	3,782	$	3,151

Net income per share, basic	$	0.02		$	0.06	$	0.15	$	0.13
Net income per share, diluted	$	0.02		$	0.05	$	0.15	$	0.12

Shares used to calculate net income per share
Basic		25,238			24,796		25,141		24,712
Diluted		25,727			25,460		25,559		25,326

MRO SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
PRO FORMA, AS ADJUSTED
Schedule A
(unaudited)



	Three Months Ended							Six Months Ended
	March 31,							March 31,
	2005			2004				2005			2004
(in thousands, except per share data)

GAAP net income	$	619		$	1,399		$	3,782		$	3,151

Pro forma adjustments

Amortization of other intangibles		91			204			183			409
Amortization of acquired technology		519			659			1,038			1,411
Related tax effects		(213	)		(243	)		(427	)		(521	)
Total pro forma adjustments		397			620			794			1,299

Pro forma net income, as adjusted	$	1,016		$	2,019		$	4,576		$	4,450


Pro forma diluted net income per share,
as adjusted	$	0.04		$	0.08		$	0.18		$	0.18

Shares used to calculate pro forma net income
per share, as adjusted		25,727			25,460			25,559			25,326

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 2005 and 2004 is adjusted to exclude the amortization of acquired technology and other intangibles and the 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 comparision 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)

	March 31, 2005		September 30, 2004
ASSETS
(in thousands)

Cash and cash equivalents	$	73,072	$	56,982
Marketable securities		33,191		36,152
Accounts receivable, net		33,326		36,636
Other current assets		7,563		6,542
TOTAL CURRENT ASSETS		147,152		136,312

Marketable securities		11,821		15,273
Property and equipment, net		7,815		7,227
Intangible assets, net		50,657		52,309
Other assets		11,007		11,600
TOTAL ASSETS	$	228,452	$	222,721


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities	$	23,695	$	28,778
Deferred revenue		32,929		29,373
TOTAL CURRENT LIABILITIES		56,624		58,151

Other long term liabilities		3,303		3,435
TOTAL LIABILITIES		59,927		61,586


STOCKHOLDERS’ EQUITY		168,525		161,135

TOTAL LIABILITIES &
STOCKHOLDERS’ EQUITY	$	228,452	$	222,721


# # #

Massachusetts	0-23852	04-2448516
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

Exhibit Number	Description of Exhibit

99	Press Release issued by MRO Software, Inc. on April 14, 2005

Date: April 14, 2005		MRO Software, Inc.


		/s/ Craig Newfield
		By: Craig Newfield
		Title: V.P. & General Counsel

Investor Contact:	Media Contact:
Peter Rice	Vaughn Harring
(781) 280-6550	(781) 280-6855
peter.rice@mro.com	vaughn.harring@mro.com