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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
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ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Announcement of Results of Operations for Fourth Quarter
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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
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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
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By: Craig Newfield
Title: V.P., General Counsel & Clerk
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99 Press Release issued by MRO Software, Inc. on October 30, 2003
2