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
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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.
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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.
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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.
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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.
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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
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(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.
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(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)
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