TIBCO Software Reports Third Quarter Financial Results

Solid Year-Over-Year Growth in Total Revenue, License Revenue and Operating Profits

TIBCO Software Reports Third Quarter Financial Results

PALO ALTO, Calif., Sept. 28 /PRNewswire-FirstCall/ -- TIBCO Software Inc. (NASDAQ: TIBX) , a leading business integration and process management software company that enables real-time business, today announced results for its third fiscal quarter, which ended on September 3, 2006.

Total revenue for the third quarter of fiscal 2006 was $120.4 million, and net income was $11.3 million, or $0.05 per diluted share. This compares to total revenue of $105.9 million and net income of $13.8 million, or $0.06 per diluted share, as reported for the third quarter of fiscal 2005. Net income includes employee stock-based compensation expense due to the newly adopted SFAS 123(R) of $3.5 million for the third quarter of fiscal 2006. Net income prior to fiscal 2006 did not include employee stock-based compensation expense related to SFAS 123(R).

On a non-GAAP basis, net income for the third quarter of fiscal 2006 was $15.5 million or $0.07 per diluted share, compared with $10.2 million or $0.05 per diluted share for the third quarter of fiscal 2005. Non-GAAP operating income for the third quarter of fiscal 2006 was $19.8 million, resulting in non-GAAP operating margins of 16.4%. This compares to non-GAAP operating income of $15.1 million, or 14.3% in the third quarter of fiscal 2005. Non- GAAP results exclude stock-based compensation expense, amortization of acquired intangible assets, restructuring charges and gains on sales of certain equity investments, and assume a non-GAAP effective tax rate of 37% for fiscal 2006 and 38% for fiscal 2005.

"Our business grew at a healthy rate in the quarter, and we are seeing increased momentum across our business," said Vivek Ranadive, Chairman and CEO of TIBCO. "As we look ahead to Q4 and fiscal 2007, we will focus on expanding our customer base and deepening our presence and expertise in specific vertical markets."

  Highlights for TIBCO's Third Quarter of Fiscal 2006

   *    TIBCO closed 11 license deals over $1 million and made significant
        sales to both new and existing customers, including Con-Way
        Transportation Services, Comcast Media Center, Alaska Airlines,
        State of Texas and Armstrong World Industries
   *    Solid performance across key verticals including Finance,
        Telecommunications, Government, Manufacturing, Healthcare and
        Consumer Packaged Goods
   *    Geographic year over year growth across all major regions
   *    Cash flow from operations for Q3 of $48.1 million; year-to-date cash
        flow from operations of $93.8 million, which represents more than
        all of fiscal 2005
   *    Broad demand across product platform with particular strength in
        core service-oriented architecture (SOA) offerings

  Conference Call Details

The conference call will be held at 2:00 p.m. Pacific Time. The conference call will be hosted by Thomson Financial and may be accessed over the Internet at http://www.tibco.com/ or via dial-in at (888) 857-6932 or (719) 457-2619. Please join the conference call at least 10 minutes early to register. A replay of the conference call will be available until midnight on October 28, 2006 at http://www.tibco.com/ or via dial-in at (888) 203-1112 or (719) 457-0820. The pass code for both the call and the replay is 4790427.

About TIBCO

TIBCO Software Inc. is a leading business integration and process management software company that enables real-time business. Real-time business is about giving organizations the ability to sense and respond to changes and opportunities as they arise. TIBCO has delivered the value of real-time business, what TIBCO calls The Power of Now(R), to over 2,500 customers around the world and in a wide variety of industries. To learn about TIBCO's solutions for service-oriented architecture (SOA), business process management (BPM) and business optimization, contact TIBCO at +1 650-846-1000 or on the Web at http://www.tibco.com/. TIBCO is headquartered in Palo Alto, California.

NOTE: TIBCO, the TIBCO logo, The Power of Now, and TIBCO Software are trademarks or registered trademarks of TIBCO Software Inc. in the United States and/or other countries. All other product and company names and marks mentioned in this document are the property of their respective owners and are mentioned for identification purposes only.

Non-GAAP Financial Information

This press release and the accompanying tables include non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non- GAAP financial measures to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP), please see the section entitled "About Non-GAAP Financial Measures" and the accompanying table entitled "Reconciliation of Non-GAAP Measures to GAAP."

Legal Notice Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the federal securities laws, including, without limitation, TIBCO's focus on expanding its customer base and deepening its presence and expertise in specific vertical markets and TIBCO's increased momentum across its business. Because these forward-looking statements involve risks and uncertainties, important factors could cause actual results to differ materially from such forward-looking statements. These factors include: fluctuations in the demand for integration software or economic conditions affecting the market for integration software; TIBCO's ability to develop and sell products for specific vertical markets; and TIBCO's ability to compete with other enterprise software providers. Additional information regarding potential risks is provided in TIBCO's filings with the SEC, including its most recent Annual Report on Form 10-K for the year ended November 30, 2005 and Quarterly Report on Form 10-Q for the quarter ended June 4, 2006. TIBCO assumes no obligation to update the forward-looking statements included in this release.

                           TIBCO Software Inc.
                  Condensed Consolidated Balance Sheets
                               (unaudited)
                              (in thousands)

                                              September 3,     November 30,
                                                  2006              2005
  ASSETS
  Current assets:
   Cash and cash equivalents                    $124,932          $208,756
   Short-term investments                        396,409           268,882
   Accounts receivable, net                       93,341           121,159
   Accounts receivable from related parties           --             1,243
   Other current assets                           34,290            18,111
     Total current assets                        648,972           618,151

  Property and equipment, net                    113,372           116,457
  Goodwill                                       268,708           261,075
  Acquired intangible assets, net                 57,539            64,742
  Long-term deferred income tax assets            28,957            27,440
  Other assets                                    36,015            34,559
     Total assets                             $1,153,563        $1,122,424

  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
   Accounts payable                              $10,501            $9,656
   Accrued liabilities                            56,005            59,872
   Accrued restructuring and excess
    facilities costs                               5,049             5,840
   Deferred revenue                               88,472            82,300
   Long-term debt, current portion                 1,868             1,798
     Total current liabilities                   161,895           159,466

  Accrued excess facilities costs, less
   current portion                                20,372            24,149
  Deferred revenue, less current portion           4,008                --
  Deferred income tax liabilities, less
   current portion                                11,203            13,875
  Long-term debt, less current portion            46,935            48,345
  Other long-term liabilities                      4,133             2,970
     Total long-term liabilities                  86,651            89,339

     Total liabilities                           248,546           248,805

  Total stockholders' equity                     905,017           873,619

     Total liabilities and stockholders'
      equity                                  $1,153,563        $1,122,424


                           TIBCO Software Inc.
             Condensed Consolidated Statements of Operations
                               (unaudited)
               (in thousands, except net income per share)


                                     Three Months Ended  Nine Months Ended
                                    September  August   September   August
                                     3, 2006  28, 2005   3, 2006   28, 2005

  Revenue:
  License revenue:
    Non-related parties                $51,076  $44,365  $151,738  $121,097
    Related parties                         --       --        --    16,038
        Total license revenue           51,076   44,365   151,738   137,135

  Service and maintenance revenue:
    Non-related parties                 67,620   58,488   199,112   164,082
    Related parties                         --    1,404        --     5,740
    Reimbursable expenses                1,707    1,688     5,380     4,522
        Total service and maintenance
         revenue                        69,327   61,580   204,492   174,344

                  Total revenue        120,403  105,945   356,230   311,479

  Cost of revenue:
    Cost of license                      3,422    2,994    10,764     9,060
    Cost of service and maintenance     30,048   28,040    87,519    80,947
                  Total cost of
                   revenue              33,470   31,034    98,283    90,007

  Gross Profit                          86,933   74,911   257,947   221,472

  Operating expenses:
    Research and development            20,957   18,073    64,908    51,529
    Sales and marketing                 40,121   34,392   118,184   103,690
    General and administrative          10,908    8,814    31,658    27,269
    Restructuring charge                    --      162        --     3,905
    Amortization of acquired
     intangible assets                   2,364    2,317     7,091     6,515
        Total operating expenses        74,350   63,758   221,841   192,908

  Income from operations                12,583   11,153    36,106    28,564

  Interest income                        5,319    3,150    14,675     9,532
  Interest expense                        (702)    (670)   (2,002)   (2,040)
  Other income, net                      1,037   (1,142)    1,145      (383)

  Income before income taxes            18,237   12,491    49,924    35,673

  Provision for (benefit from) income
   taxes                                 6,987   (1,358)    8,601   (10,295)

  Net income                           $11,250  $13,849   $41,323   $45,968


  Net income per share - Basic           $0.05    $0.07     $0.20     $0.21
  Shares used to compute net income
   per share - Basic                   207,616  212,308   209,323   213,870

  Net income per share - Diluted         $0.05    $0.06     $0.19     $0.21
  Shares used to compute net income
   per share - Diluted                 214,498  219,775   218,150   223,747


Net income for the three and nine months ended September 3, 2006, include stock-based compensation of $3.5 million and $11.8 million, respectively, under the recently adopted SFAS 123(R).

Total stock-based compensation was $0.1 million for the first nine months of fiscal year 2005 in accordance with APB 25.

                             TIBCO Software Inc.
                    Consolidated Statements of Cash Flows
                                 (unaudited)
                                (in thousands)

                                                     Nine Months Ended
                                                 September 3,   August 28,
                                                     2006          2005

  Cash flows from operating activities:
   Net income                                      $41,323        $45,968
   Adjustments to reconcile net income to
    net cash provided by operating activities:
    Depreciation of property and equipment          11,625         11,394
    Amortization of acquired intangible assets      11,083         11,143
    Stock-based compensation                        11,751            110
    Realized (gain) loss on investments, net         (833)           250
    Deferred income tax                           (10,816)       (20,096)
    Tax benefits related to stock options            9,675             --
    Excess tax benefits from stock-based
     compensation                                  (8,814)            --
    Other non-cash adjustments, net                   (16)            --

   Changes in assets and liabilities:
    Accounts receivable                             27,840         22,109
    Accounts receivable from related parties         1,243          1,779
    Other assets                                   (3,039)         1,781
    Accounts payable                                   914          2,748
    Accrued liabilities, restructuring and
     excess facilities costs                       (8,230)       (13,055)
    Deferred revenue                                10,126          6,570
      Net cash provided by operating activities     93,832         70,701

  Cash flows from investing activities:
   Purchases of short-term investments           (341,079)      (192,260)
   Proceeds from sales and maturities of
    short-term investments                         214,514        173,502
   Purchases of private equity investments            (76)          (311)
   Proceeds from sales of private equity
    investments                                      1,488             --
   Cash used in acquisitions, net of
    cash received                                       --       (24,849)
   Purchases of property and equipment             (8,667)       (11,753)
   Restricted cash and short-term investments
    pledged as security                            (1,309)          (546)
     Net cash used for investing activities      (135,129)       (56,217)

  Cash flows from financing activities:
   Proceeds from issuance of common stock           14,627         14,344
   Repurchase of common stock                     (66,791)       (33,424)
   Excess tax benefits from stock-based
    compensation                                     8,814             --
   Principal payments on long term debt            (1,340)        (1,273)
     Net cash used for financing activities       (44,690)       (20,353)

  Effect of exchange rate changes on cash            2,163        (3,251)

  Net change in cash and cash equivalents         (83,824)        (9,120)

  Cash and cash equivalents at beginning
   of period                                       208,756        180,849

  Cash and cash equivalents at end of period      $124,932       $171,729


                    About Non-GAAP Financial Measures

TIBCO provides non-GAAP measures for operating income, net income and net income per share data as supplemental information regarding TIBCO's business performance. TIBCO believes that these non-GAAP financial measures are useful to investors because they exclude non-operating charges. TIBCO's management excludes these non-operating charges when it internally evaluates the performance of TIBCO's business and makes operating decisions, including internal budgeting, performance measurement and the calculation of bonuses and discretionary compensation, because these measures provide a consistent method of comparison to historical periods. Moreover, management believes these non- GAAP measures reflect the essential revenue generation activities of TIBCO. Accordingly, management excludes gains and losses on equity investments, costs related to formal restructuring plans, stock-based compensation related to employee stock options, the amortization of purchased intangible assets and charges for acquired in-process research and development, and the income tax effects of the foregoing, as well as adjustments for the impact of changes in the valuation allowance recorded against TIBCO's deferred tax assets when making operational decisions.

TIBCO believes that providing the non-GAAP measures that management uses to its investors is useful to investors for a number of reasons. First, it provides a consistent basis for investors to understand TIBCO's financial performance on a trended basis across historical periods, particularly given the adoption of SFAS 123(R) this fiscal year and the changes it has introduced for calculating stock-based compensation expenses relative to prior periods. Second, it allows investors to evaluate TIBCO's performance using the same methodology and information as that used by TIBCO's management. And, third, the non-GAAP measures facilitate comparison with other peer companies in our industry, which use similar non-GAAP financial measures to supplement their GAAP results.

Non-GAAP measures are subject to material limitations as these measures are not in accordance with, or a substitute for, GAAP and thus TIBCO's definition may be different from similar non-GAAP measures used by other companies and/or analysts. However, TIBCO's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of non-GAAP operating income, non-GAAP net income and non-GAAP net income per share. In addition, some items such as restructuring charges that are excluded from non-GAAP net income and non-GAAP earnings per share can have a material impact on cash flows and stock compensation charges can have a significant impact on earnings. Management compensates for these limitations by evaluating the non-GAAP measure together with the most directly comparable GAAP measure. TIBCO has historically provided non-GAAP measures to the investment community as a supplement to its GAAP results, to enable investors to evaluate TIBCO's business performance in the way that management does.

The non-GAAP adjustments, and the basis for excluding them, are outlined below:

Restructuring Activities

TIBCO has incurred restructuring expenses, included in its GAAP presentation of operating expense, primarily due to workforce related charges such as payments for severance and benefits and estimated costs of exiting and terminating facility lease commitments related to a formal restructuring plan. TIBCO excludes these items, for the purposes of calculating non-GAAP operating income, non-GAAP net income and non-GAAP net income per share, when it evaluates the continuing business performance of TIBCO. TIBCO believes that these items are not consistently recurring and do not necessarily reflect expected future operating expense, nor does TIBCO believe that they provide a meaningful evaluation of current versus past business results or the expense levels required to support TIBCO's operating plan.

Investment Activities

TIBCO records gains or losses on its equity investments based on its pro- rata share of gains or the net losses of the investment. These gains or net losses are included in TIBCO's GAAP presentation of operating income, net income and net income per share. TIBCO's business is not to invest in third parties, and such investments do not constitute a material portion of TIBCO's assets. The timing and magnitude of gains and losses are unpredictable, as they are inherently based on the performance of the third party subject to a particular investment. TIBCO excludes these items, for the purposes of calculating non-GAAP operating income, non-GAAP net income and non-GAAP net income per share, when it evaluates the continuing business performance of TIBCO. TIBCO believes that these items do not necessarily reflect expected future operating expense or income, nor does TIBCO believe that they provide a meaningful evaluation of current versus past business results or the expense levels required to support TIBCO's operating plan.

Stock-based Compensation

TIBCO has incurred stock-based compensation expense as determined under SFAS 123(R) for fiscal year 2006, and under APB 25 for earlier comparable periods in its GAAP financial results. TIBCO excludes this item for the purposes of calculating non-GAAP operating income, non-GAAP net income and non-GAAP net income per share. The exclusion of stock-based compensation from the non-GAAP measures is done to allow a consistent comparison of TIBCO's relative historical financial performance, since the method for accounting for stock-based compensation changed at the beginning of fiscal 2006 per TIBCO's adoption of SFAS 123(R). The nature of the stock-based compensation expense also makes it very difficult to estimate prospectively, since the expense will vary with changes in the stock price and market conditions at the time of new grants, varying valuation methodologies, subjective assumptions and different award types, making the comparison of current results with forward looking guidance potentially difficult for investors to interpret. The tax effects of stock-based compensation expenses may also vary significantly from period to period, without any change in underlying operational performance, thereby obscuring the underlying profitability of operations relative to prior periods (including prior periods following the adoption of SFAS 123(R)). Finally, TIBCO believes that non-GAAP measures of profitability that exclude stock- based compensation are widely used by analysts and investors in the software industry.

Amortization of Intangible Assets

TIBCO has incurred amortization of intangible assets, included in its GAAP financial statements, related to various acquisitions TIBCO has made. Management excludes these items, for the purposes of calculating non-GAAP operating income, non-GAAP net income and non-GAAP net income per share. TIBCO believes that eliminating this expense from its non-GAAP measures is useful to investors, because the amortization of intangible assets is inconsistent in amount and frequency and is significantly impacted by the timing and magnitude of TIBCO's acquisition transactions, which also vary substantially in frequency from period to period.

The following table is a reconciliation of non-GAAP measures to GAAP for the third quarter and first nine months of fiscal 2006 and 2005.

                           TIBCO Software Inc.
               Reconciliation of Non-GAAP Measures to GAAP
                               (unaudited)
               (in thousands, except net income per share)

                                                 Three Months Ended
                                          September 3,      August 28,
                                             2006              2005
                                        Operating  Net    Operating  Net
                                         Income   Income   Income   Income

  Non-GAAP                               $19,764  $15,548  $15,135  $10,213

   Amortization of intangible assets -
    cost of revenue                       (1,331)  (1,331)  (1,434)  (1,434)
   Amortization of intangible assets -
    operating expense                     (2,363)  (2,363)  (2,317)  (2,317)
   Stock compensation - cost of revenue     (437)    (437)      (4)      (4)
   Stock compensation - R&D expense         (742)    (742)      (3)      (3)
   Stock compensation - S&M expense       (1,047)  (1,047)     (62)     (62)
   Stock compensation - G&A expense       (1,261)  (1,261)      --       --
   Restructuring charge                       --       --     (162)    (162)
   Realized gain on sales of private
    equity investment                                 738                --
   Income tax adjustment for non-GAAP (1)           2,145             7,618

  GAAP                                   $12,583  $11,250   11,153  $13,849


  Non-GAAP net income per share -
   Diluted                                          $0.07             $0.05

  GAAP net income per share - Diluted               $0.05             $0.06

  Shares used to compute net income per
   share - Diluted                                214,498           219,775


                                                 Nine Months Ended
                                           September 3,      August 28,
                                              2006              2005
                                        Operating  Net    Operating  Net
                                         Income   Income   Income   Income

  Non-GAAP                               $58,940  $45,373  $43,721  $31,514

   Amortization of intangible assets -
    cost of revenue                       (3,992)  (3,992)  (4,628)  (4,628)
   Amortization of intangible assets -
    operating expense                     (7,091)  (7,091)  (6,515)  (6,515)
   Stock compensation - cost of revenue   (1,614)  (1,614)     (13)     (13)
   Stock compensation - R&D expense       (2,760)  (2,760)      (9)      (9)
   Stock compensation - S&M expense       (3,418)  (3,418)     (86)     (86)
   Stock compensation - G&A expense       (3,959)  (3,959)      (1)      (1)
   Restructuring charge                       --       --   (3,905)  (3,905)
   Realized gain on sales of private
    equity investment                                 738       --       --
   Income tax adjustment for non-GAAP (1)          18,046            29,611

  GAAP                                   $36,106  $41,323  $28,564  $45,968


  Non-GAAP net income per share -
   Diluted                                          $0.21             $0.14

  GAAP net income per share - Diluted               $0.19             $0.21

  Shares used to compute net income per
   share - Diluted                                218,150           223,747


  (1) The estimated non-GAAP effective tax rate was 37% and 38% for 2006
      and 2005, respectively, and has been used to adjust the provision for
      income taxes for non-GAAP purposes.
      This non-GAAP tax rate also adjusts for the impact of changes in the
      valuation allowance recorded against our deferred tax asset.
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