ARBA Ariba, Inc. (MM)

Ariba, Inc. (Nasdaq: ARBA), the leading spend management solutions provider, today announced results for the third quarter of fiscal year 2009 ended June 30.

Quarterly Financial and Operational Highlights:

• Total revenues of $83.9 million
• GAAP EPS of $0.05 and non-GAAP EPS of $0.17
• Subscription software revenue of $37.9 million, up 25% year-over-year
• 12-month subscription software backlog of $128.6 million, up 20% year-over-year
• Cash flow from operations of $20.0 million, ending cash and investments of $177.2 million

“Despite a continued weak macroeconomic environment, Ariba posted another solid quarter,” said Bob Calderoni, Chairman and CEO, Ariba. “Our spend management strategy has proven to be effective even in these challenging times, and our business model is generating excellent earnings and cash flow.”

Results for the Third Quarter of Fiscal Year 2009

Revenue:

Total revenues for the third quarter of fiscal year 2009 were $83.9 million, as compared to $85.0 million for the third quarter of fiscal year 2008. Subscription and maintenance revenues for the current quarter were $55.4 million, as compared to $49.3 million for the third quarter of fiscal year 2008. Within subscription and maintenance revenues, subscription software revenue was $37.9 million for the current quarter, as compared to $30.3 million for the third quarter of fiscal year 2008. Services and other revenues for the current quarter were $28.5 million, as compared to $35.7 million for the third quarter of fiscal year 2008.

Earnings Per Share:

Net income for the third quarter of fiscal year 2009 was $3.9 million, or $0.05 per share, as compared to a net loss for the third quarter of fiscal year 2008 of $4.3 million, or $0.05 per share. Net income for the third quarter of fiscal year 2009 included charges of $1.6 million for amortization of intangible assets, $7.6 million for stock-based compensation, and a $1.4 million charge for severance and termination benefit costs. Excluding these items, Non-GAAP net income for the current quarter was $14.6 million, or $0.17 per diluted share, as compared to non-GAAP net income for the third quarter of fiscal year 2008 of $10.9 million, or $0.13 per share.

Balance Sheet and Cash:

Total cash, investments and restricted cash were $177.2 million at June 30, 2009, up $17.5 million from March 31, 2009. Net cash flow from operations for the three months ended June 30, 2009 was $20.0 million, as compared to $8.7 million for the three months ended June 30, 2008. Accounts receivable, on an average days-sales-outstanding basis, were 25 days for the third quarter of fiscal year 2009, as compared to 31 days for the third quarter of fiscal year 2008, and down one day from the previous quarter. Total deferred revenues were $116.3 million at June 30, 2009, up $5.1 million from March 31, 2009.

Customer Acquisition and Transactions for the Quarter:

During the quarter, 226 companies of all sizes purchased Ariba solutions to drive their spend management strategies, including: Apria Healthcare, Commonwealth Bank of Australia, Credit Suisse Group, Dollar Tree Stores, Inc., Hewlett-Packard Company, Kohls, Inc., KONE Corporation, Morgan Stanley, Nestle S.A., Novo Nordisk, Republic Services, Inc., The PNC Financial Services Group, and Telefonica, S.A. Ariba added 39 new customers in the third quarter and closed 12 transactions over $1 million, including four software deals. On-demand product deals totalled 171.

Conference Call Information

Ariba will hold a conference call today at 2:00 p.m. PT / 5:00 p.m. ET to discuss its results for the third quarter of fiscal year 2009. To join the call, please dial (877) 407-8031 in the United States and Canada, or (201) 689-8031 if calling internationally. The conference call also will be webcast live, and can be accessed on the investor relations section of the company’s website at www.ariba.com.

A replay of the conference call will be available for two weeks by calling (877) 660-6853 in the United States and Canada or (201) 612-7415 internationally and entering account number: 286 and conference ID number:327389.

About Ariba, Inc.

Ariba, Inc. is the leading provider of on-demand spend management solutions. Our mission is to transform the way companies of all sizes, across all industries, and geographies operate by delivering technology, service, and network solutions that enable them to holistically source, contract, procure, pay, manage, and analyze their spend and supplier relationships. Delivered on demand, our enterprise-class offerings empower companies to achieve greater control of their spend and drive continuous improvements in financial and supply chain performance. More than 1,000 companies, including more than half of the companies on the Fortune 100, use Ariba solutions to manage their spend from sourcing and orders through invoicing and payment. For more information, visit www.ariba.com

Copyright © 1996 – 2009 Ariba, Inc.

Ariba, the Ariba logo, AribaLIVE, SupplyWatch, Ariba.com, Ariba.com Network and Ariba Spend Management. Find it. Get it. Keep it. are registered trademarks of Ariba, Inc. Ariba Spend Management, Ariba. This is Spend Management, Ariba Solutions Delivery, Ariba Analysis, Ariba Buyer, Ariba Category Management, Ariba Category Procurement, Ariba Contract Compliance, Ariba Contracts, Ariba Contract Management, Ariba Contract Workbench, Ariba Data Enrichment, Ariba eForms, Ariba Invoice, Ariba Payment, Ariba Sourcing, Ariba Spend Visibility, Ariba Travel and Expense, Ariba Procure-to-Pay, Ariba Workforce, Ariba Supplier Network, Ariba Supplier Connectivity, Ariba Supplier Performance Management, Ariba Content Procurement, Ariba PunchOut, Ariba QuickSource, PO-Flip, Ariba Spend Management Knowledge Base, Ariba Ready, Ariba Supply Lines, Ariba Supply Manager, Ariba LIVE, It’s Time for Spend Management and Supplier Lifecycle Management are trademarks or service marks of Ariba, Inc. All other brand or product names may be trademarks or registered trademarks of their respective companies or organizations in the United States and/or other countries.

Ariba Safe Harbor

Safe Harbor Statement under the Private Securities Litigation Reform Act 1995: Information and announcements in this release involve Ariba's expectations, beliefs, hopes, plans, intentions or strategies regarding the future and are forward-looking statements that involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to Ariba as of the date of the release, and we assume no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to Ariba's operating and financial results to differ materially from current expectations include, but are not limited to: the impact of the credit crises and related economic downturn on Ariba’s results of operations and financial condition; delays in development or shipment of new versions of Ariba's products and services; lack of market acceptance of Ariba's existing or future products or services; inability to continue to develop competitive new products and services on a timely basis; introduction of new products or services by major competitors; the ability to attract and retain qualified employees; difficulties in assimilating acquired companies, long and unpredictable sales cycles and the deferrals of anticipated orders; declining economic conditions, including the impact of a recession; inability to control costs; changes in the company's pricing or compensation policies; significant fluctuations in our stock price; the outcome of and costs associated with pending or potential future regulatory or legal proceedings; the impact of our acquisitions, including the disruption or loss of customer, business partner, supplier or employee relationships; and the level of costs and expenses incurred by Ariba as a result of such transactions. Factors and risks associated with its business, including a number of the factors and risks described above, are discussed in Ariba's Form 10-Q filed with the SEC on May 6, 2009.

Ariba, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited; in thousands)     June 30, September 30,   2009     2008   ASSETS Current assets: Cash and cash equivalents $ 112,186 $ 86,804 Short-term investments 16,746 - Accounts receivable, net 22,596 28,968 Prepaid expenses and other current assets   11,775     7,859   Total current assets 163,303 123,631   Property and equipment, net 14,474 19,773 Long-term investments 19,036 20,525 Restricted cash, less current portion 29,241 29,641 Goodwill 406,507 406,507 Other intangible assets, net 19,172 23,965 Other assets   3,210     3,419   Total assets $ 654,943   $ 627,461     LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 7,529 $ 12,202 Accrued compensation and related liabilities 21,111 21,480 Accrued liabilities 16,153 15,677 Restructuring obligations 18,147 19,925 Deferred revenue   107,461     95,519   Total current liabilities 170,401 164,803   Deferred rent obligations 15,476 18,174 Restructuring obligations, less current portion 35,945 41,121 Deferred revenue, less current portion 8,842 6,396 Other long-term liabilities   6,322     5,949   Total liabilities   236,986     236,443     Stockholders' equity: Common stock 177 174 Additional paid-in capital 5,179,361 5,154,137 Accumulated other comprehensive loss (3,967 ) (3,094 ) Accumulated deficit   (4,757,614 )   (4,760,199 ) Total stockholders' equity   417,957     391,018   Total liabilities and stockholders' equity $ 654,943   $ 627,461   Ariba, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited; in thousands, except per share data)         Three Months Ended Nine Months Ended June 30, June 30,   2009     2008     2009     2008   Revenues: Subscription and maintenance $ 55,411 $ 49,278 $ 164,348 $ 136,102 Services and other   28,463     35,738     90,306     106,426   Total revenues   83,874     85,016     254,654     242,528     Cost of revenues: Subscription and maintenance 12,158 10,101 35,638 29,423 Services and other 18,551 23,689 56,873 72,324 Amortization of acquired technology and customer intangible assets   1,388     4,675     4,163     12,869   Total cost of revenues   32,097     38,465     96,674     114,616   Gross profit   51,777     46,551     157,980     127,912     Operating expenses: Sales and marketing 25,515 28,682 79,019 83,226 Research and development 10,787 13,617 32,142 40,878 General and administrative 9,301 11,702 33,116 37,010 Other income - Softbank - - - (566 ) Insurance reimbursement - - (7,527 ) - Amortization of other intangible assets 210 210 630 529 Restructuring and integration costs (benefit) 1,438 (694 ) 10,837 3,834 Litigation provision   -     -     -     5,900   Total operating expenses   47,251     53,517     148,217     170,811     Income (loss) from operations 4,526 (6,966 ) 9,763 (42,899 ) Interest and other (expense) income, net   (265 )   2,353     (6,020 )   8,560   Income (loss) before income taxes 4,261 (4,613 ) 3,743 (34,339 ) Provision for income taxes   367     (326 )   1,158     666     Net income (loss) $ 3,894   $ (4,287 ) $ 2,585   $ (35,005 )  

Net income (loss) per share - basic

$ 0.05 $ (0.05 ) $ 0.03 $ (0.46 )

Net income (loss) per share - diluted

$ 0.05 $ (0.05 ) $ 0.03 $ (0.46 ) Weighted average shares - basic 83,444 78,585 82,269 76,479 Weighted average shares - diluted 85,447 78,585 84,712 76,479 Ariba, Inc. and Subsidiaries Cash Flows (Unaudited; in thousands)     Three Months Ended June 30,   2009     2008   Operating activities: Net income (loss) $ 3,894 $ (4,286 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision for doubtful accounts 493 167 Depreciation 1,932 2,022 Amortization of intangible assets 1,598 4,885 Stock-based compensation 7,640 9,552 Restructuring and integration costs (benefit) 1,438 (694 ) Changes in operating assets and liabilities: Accounts receivable 399 1,007 Prepaid expense and other assets (704 ) 83 Accounts payable 619 1,296 Accrued compensation and related liabilities 3,739 (1,768 ) Accrued liabilities (460 ) (2,039 ) Deferred revenue 5,284 5,166 Restructuring obligations (5,847 ) (6,670 )     Net cash provided by operating activities   20,025     8,721     Investing activities: Cash paid for acquisitions, net of cash acquired - (163 ) Purchases of property and equipment (1,352 ) (2,512 ) Purchases of investments, net of sales (17,995 ) 1,758 Allocation from restricted cash, net 14 (53 )     Net cash used in investing activities   (19,333 )   (970 )   Financing activities: Proceeds from issuance of common stock, net 162 836 Repurchase of common stock (1,015 ) (1,883 )     Net cash used in financing activities   (853 )   (1,047 )   Effect of exchange rates on cash and cash equivalents (289 ) (690 )   Net change in cash and cash equivalents (450 ) 6,014   Cash and cash equivalents at beginning of period 112,636 72,529     Cash and cash equivalents at end of period $ 112,186   $ 78,543  

Non-GAAP Financial Measures

The accompanying press release dated July 30, 2009 contains non-GAAP financial measures. The following table reconciles the non-GAAP financial measures in the press release to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP financial measures include non-GAAP revenues, non-GAAP cost of revenues, gross profit, operating expenses, income (loss) from operations, net income (loss) and net income (loss) per share amounts.

Non-GAAP financial measures should not be considered as a substitute for, or superior to, GAAP financial measures, which should be considered as the primary financial metrics for evaluating our financial performance. Significantly, non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. Instead, they are based on subjective determinations by management designed to supplement our GAAP financial measures. They are subject to a number of important limitations and should be considered only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For example, our non-GAAP financial measures have the effect of excluding a purchase accounting adjustment, costs and expenses from our operating results that should be properly considered under a system of accrual accounting. In addition, our non-GAAP financial measures differ from GAAP measures with the same names, may vary over time and may differ from non-GAAP financial measures with the same or similar names used by other companies. Accordingly, investors should exercise caution when evaluating our non-GAAP financial measures.

Despite these limitations, we believe our non-GAAP financial measures provide meaningful supplemental information about our operating results, primarily because they exclude a purchase accounting adjustment and costs and expenses that we do not believe are indicative of the ongoing operating performance of our business and our senior management. Although these items should properly be considered in our GAAP financial measures, we believe they should be excluded when evaluating our current operating performance. The non-GAAP financial measures disclosed in the accompanying press release are used by our Board of Directors and senior management to evaluate our current operating performance, are used in evaluating the performance of our senior management, and are used in our budget and planning processes. We believe that our non-GAAP financial measures are helpful to investors by facilitating comparisons of our current and prior operating results and by facilitating comparisons of our operating results with those of other software companies.

Ariba, Inc. and Subsidiaries Reconciliation of GAAP to Non-GAAP Operating Results (Unaudited; in thousands, except per share data)       The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP operating results for the period indicated below:   Three Months Ended Three Months Ended June 30, 2009 June 30, 2008

Revenue reconciliation:

GAAP revenue $ 83,874 $ 85,016 Purchase accounting adjustment   -     1,440   Total non-GAAP revenues $ 83,874   $ 86,456       Three Months Ended Three Months Ended June 30, 2009 June 30, 2008

Expense reconciliation:

GAAP revenue $ 83,874 $ 85,016 Less: GAAP net income (loss)   3,894     (4,287 ) Total GAAP expenses 79,980 89,303   Amortization of intangible assets (1,598 ) (4,885 ) Stock-based compensation (7,640 ) (9,552 ) Restructuring and integration   (1,438 )   694   Total non-GAAP operating expenses $ 69,304   $ 75,560       Three Months Ended Three Months Ended June 30, 2009 June 30, 2008

Net income (loss) reconciliation:

GAAP net income (loss) $ 3,894 $ (4,287 ) Purchase accounting adjustment - 1,440 Amortization of intangible assets 1,598 4,885 Stock-based compensation 7,640 9,552 Restructuring and integration   1,438     (694 ) Non-GAAP net income $ 14,570   $ 10,896       Three Months Ended Three Months Ended June 30, 2009 June 30, 2008

Net income (loss) per share reconciliation:

GAAP net income (loss) per share - basic $ 0.05 $ (0.05 ) Purchase accounting adjustment - 0.02 Amortization of intangible assets 0.02 0.06 Stock-based compensation 0.09 0.12 Restructuring and integration   0.02     (0.01 ) Non-GAAP net income per share - basic $ 0.17   $ 0.14     Non-GAAP net income per share - diluted $ 0.17 $ 0.13   Weighted average shares - basic 83,444 78,585 Weighted average shares - diluted 85,447 81,394 Ariba, Inc. and Subsidiaries Reconciliation of GAAP to Non-GAAP Operating Results (Unaudited; in thousands, except per share data)       The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP operating results for the period indicated below:   Nine Months Ended Nine Months Ended June 30, 2009 June 30, 2008

Revenue reconciliation:

GAAP revenue $ 254,654 $ 242,528 Purchase accounting adjustment   355     4,103   Total non-GAAP revenues $ 255,009   $ 246,631       Nine Months Ended Nine Months Ended June 30, 2009 June 30, 2008

Expense reconciliation:

GAAP revenue $ 254,654 $ 242,528 Less: GAAP net income (loss)   2,585     (35,005 ) Total GAAP expenses 252,069 277,533   Amortization of intangible assets (4,793 ) (13,398 ) Stock-based compensation (25,262 ) (30,870 ) Restructuring and integration (10,837 ) (3,834 ) Litigation provision - (5,900 ) Other-than-temporary impairment of long-term investment   (1,414 )   -   Total non-GAAP operating expenses $ 209,763   $ 223,531       Nine Months Ended Nine Months Ended June 30, 2009 June 30, 2008

Net income (loss) reconciliation:

GAAP net income (loss) $ 2,585 $ (35,005 ) Purchase accounting adjustment 355 4,103 Amortization of intangible assets 4,793 13,398 Stock-based compensation 25,262 30,870 Restructuring and integration 10,837 3,834 Litigation provision - 5,900 Other-than-temporary impairment of long-term investment   1,414     -   Non-GAAP net income $ 45,246   $ 23,100       Nine Months Ended Nine Months Ended June 30, 2009 June 30, 2008

Net (loss) income per share reconciliation:

GAAP net loss per share - basic $ 0.03 $ (0.46 ) Purchase accounting adjustment 0.00 0.05 Amortization of intangible assets 0.06 0.18 Stock-based compensation 0.31 0.40 Restructuring and integration 0.13 0.05 Litigation provision - 0.08 Other-than-temporary impairment of long-term investment   0.02     -   Non-GAAP net income per share - basic $ 0.55   $ 0.30     Non-GAAP net income per share - diluted $ 0.53 $ 0.28   Weighted average shares - basic 82,269 76,479 Weighted average shares - diluted 84,712 81,332

Discussion of Specific Items Excluded From Non-GAAP Financial Measures

Our non-GAAP financial measures include a purchase accounting adjustment related to deferred revenues and generally exclude costs and expenses for (i) amortization of intangible assets related to acquisitions, (ii) stock-based compensation, (iii) restructuring and integration, (iv) litigation provision and (v) other-than-temporary impairment of long-term investments. We exclude these items because we believe they are not closely related to the ongoing operating performance of our business and the performance of our senior management and are generally excluded from our budget and planning process. In addition to these reasons, we believe our non-GAAP financial measures are also helpful to investors by facilitating comparisons of our operating results over different time periods and by facilitating comparisons of our financial performance with that of other companies. In addition, except for costs and expenses related to restructuring and integration, these items are non-cash items that do not affect cash flows.

(1) Purchase accounting adjustment – deferred revenue. As announced on December 17, 2007, Ariba acquired Procuri, Inc. In accordance with the fair value provisions of EITF 01-3, Accounting in a Business Combination for Deferred Revenue of an Acquiree, acquired deferred revenue of approximately $4.5 million was recorded on the opening balance sheet, which was approximately $5.9 million lower than the historical carrying value. Although this purchase accounting requirement has no impact on the Company's business or cash flow, it adversely impacts the Company's reported GAAP revenue primarily for the first twelve months post- acquisition. In order to provide investors with financial information that facilitates comparison of both historical and future results, the Company has provided non-GAAP financial measures which exclude the impact of the purchase accounting adjustment. The Company believes that this non-GAAP financial adjustment is useful to investors because it allows investors to (a) evaluate the effectiveness of the methodology and information used by management in its financial and operational decision-making and (b) compare past and future reports of financial results of the Company as the revenue reduction related to acquired deferred revenue will not recur when related subscription terms are renewed in future periods.

(2) Amortization of Acquired Intangible Assets. In accordance with GAAP, we amortize intangible assets acquired in connection with acquisitions over the estimated useful lives of the assets. We exclude these amortization costs in our non-GAAP financial measures because they (i) result from prior acquisitions, rather than the ongoing operating performance of our business, and (ii) absent additional acquisitions, are expected to decline over time as the remaining carrying amounts of these assets are amortized. We believe excluding these costs helps investors compare our financial performance with that of other companies with different acquisition histories. However, as with impairment charges, we recognize that amortization costs provide a helpful measure of the financial impact and performance of prior acquisitions and consider our non-GAAP financial measures in conjunction with our GAAP financial results that include amortization costs.

(3) Stock-Based Compensation Expenses. We exclude stock-based compensation expense associated with stock options and stock granted to employees and non-executive directors in our non-GAAP financial measures. While stock-based compensation is a significant component of our expenses, we believe that investors wish to be able to exclude the effects of stock-based compensation expense in comparing our financial performance with that of other companies.

(4) Restructuring and integration. We recorded restructuring related to lease abandonment accruals and/(or) severance and related benefits in the three and nine months ended June 30, 2009 and 2008. We exclude this from our non-GAAP financial measures because it is unrelated to our ongoing operations and is significantly impacted by factors outside our control. We believe excluding restructuring and integration helps investors compare our operating performance with that of other companies. We recognize, however, that restructuring and integration will impact cash flows and that we and investors should carefully consider the impact of these costs on future cash flows.

(5) Litigation provision. We recorded a litigation provision related to a patent infringement matter in the nine months ended June 30, 2008. We exclude this from our non-GAAP financial measures because it is unrelated to our ongoing operations. We believe excluding the litigation provision helps investors compare our operating performance with that of other companies. We recognize, however, that the litigation provision will impact cash flows and that we and investors should carefully consider the impact of these costs on future cash flows.

(6) Other-than-temporary impairment of long-term investments. We recorded an other-than temporary impairment of a long-term investment in the nine months ended June 30, 2009. We exclude this from our non-GAAP financial measures because it is unrelated to our ongoing operations. We believe excluding the other-than-temporary impairment helps investors compare our operating performance with that of other companies. We recognize, however, that the other-than-temporary impairment may impact cash flows and that we and investors should carefully consider the impact of these costs on future cash flows.