OPNET Technologies, Inc. (Nasdaq:OPNT), the leading provider of
solutions for application and network performance management, today
announced that revenue for the second fiscal quarter, ended
September 30, 2012, was $47.1 million. GAAP diluted earnings per
share for the second quarter of fiscal 2013 were $0.17.
Non-GAAP diluted earnings per share for the second quarter of
fiscal 2013 were $0.22. Non-GAAP results exclude the income
statement effects of stock-based compensation and
acquisition-related amortization of intangible assets. A
reconciliation of non-GAAP results to GAAP results has been
provided in the financial statement table following the text of the
press release. For further information, please refer to the section
of this press release titled "Use of Non-GAAP Measures."
Separately, the company today announced that OPNET has signed a
definitive agreement to be acquired by Riverbed Technology.
Additional information about this transaction is available at the
following link:
http://www.riverbed.com/us/company/news/press_releases/2012/press_102912.php.
As a result of this agreement OPNET will not conduct the investor
conference call previously scheduled for Wednesday, November 7,
2012 at 5:00 p.m. Eastern Time to review financial results for the
second quarter of fiscal 2013.
Use of Non-GAAP Measures
OPNET uses a variety of financial measures that are not in
accordance with generally accepted accounting principles, or GAAP,
as supplemental measures to GAAP to evaluate its operational
performance. These financial measures, which include non-GAAP gross
profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP
operating margin, non-GAAP net income and non-GAAP diluted net
income per common share, exclude the impact of certain items and,
therefore, have not been calculated in accordance with GAAP. A
detailed explanation of each of the adjustments to such financial
measures is described below. A reconciliation of each of these
non-GAAP financial measures to its most comparable GAAP financial
measure is also included below. Non-GAAP gross margin is non-GAAP
gross profit expressed as a percentage of GAAP total revenue.
Non-GAAP operating margin is non-GAAP operating income expressed as
a percentage of GAAP total revenue.
Management uses non-GAAP financial measures (a) to evaluate
OPNET's historical and prospective financial performance as well as
its performance relative to its competitors, and (b) to measure
operational profitability and the accuracy of forecasting. In
addition, many financial analysts who follow OPNET focus on and
publish both historical results and future projections based on
non-GAAP financial measures. OPNET believes that it is in the best
interest of its investors to provide this information to analysts
so that they accurately report the non-GAAP financial information.
Moreover, investors have historically requested these non-GAAP
financial measures as a means of providing consistent and
comparable information with past reports of financial results.
While management believes that these non-GAAP financial measures
provide useful supplemental information to investors, there are
limitations associated with the use of these non-GAAP financial
measures. These non-GAAP financial measures are not prepared in
accordance with GAAP, are not reported by all of OPNET's
competitors and may not be directly comparable to similarly titled
measures of OPNET's competitors due to potential differences in the
exact method of calculation. OPNET compensates for these
limitations by using these non-GAAP financial measures only as
supplements to GAAP financial measures and by providing the
reconciliations of the non-GAAP financial measures to their most
comparable GAAP financial measures.
The adjustments we use to derive these non-GAAP financial
measures, and the basis for such adjustments, are outlined
below:
Amortization of intangibles and its related tax impact. OPNET
incurs amortization of intangibles related to various acquisitions
it has made in recent years. This amortization is included in the
following line items of its GAAP presentation:
- cost of revenue -- amortization of acquired technology and
customer relationships
- operating expenses -- research and development
Management excludes these expenses and their related tax impact
for the purpose of calculating non-GAAP gross profit, non-GAAP
gross margin, non-GAAP operating income, non-GAAP operating margin,
non-GAAP net income and non-GAAP diluted net income per common
share when it evaluates the continuing operational performance of
OPNET because these costs are fixed at the time of an acquisition,
are then amortized over a period of three to five years after the
acquisition and generally cannot be changed or influenced by
management after the acquisition. Accordingly, management does not
consider these expenses for purposes of evaluating the performance
of OPNET during the applicable time period after a given
acquisition, and it excludes such expenses when evaluating OPNET's
financial performance.
Stock-based compensation expense and its related tax impact.
OPNET incurs expense related to stock-based compensation, which is
included in the following line items of its GAAP presentation:
- cost of revenue -- product updates, technical support and
services
- cost of revenue -- professional services
- operating expenses -- research and development
- operating expenses -- sales and marketing
- operating expenses -- general and administrative
Although stock-based compensation is an expense of OPNET and is
viewed as a form of compensation, management excludes these
expenses for the purpose of calculating non-GAAP gross profit,
non-GAAP gross margin, non-GAAP operating income, non-GAAP
operating margin, non-GAAP net income and non-GAAP diluted net
income per common share when it evaluates the continuing
operational performance of OPNET. Specifically, OPNET excludes
stock-based compensation during its quarterly and annual
assessments of OPNET's and management's performance. In evaluating
the performance of senior management, stock-based compensation is
excluded from expenditure and profitability results.
Diluted weighted average common shares outstanding. Non-GAAP
diluted net income per common share reflects the elimination of
amortization of intangibles, stock-based compensation expense and
the related tax impacts, all as discussed above. In addition, in
cases in which the non-GAAP net income changes from negative to
positive when compared to the GAAP net income, or vice versa, the
non-GAAP per-share calculation also gives effect to an adjustment
to the number of diluted weighted average common shares outstanding
reflecting the application of the treasury method and the fact that
shares previously considered anti-dilutive would now be considered
dilutive, or vice versa.
Additional Information and Where to Find It
The exchange offer for the outstanding common stock of OPNET
Technologies, Inc. ("OPNET") referred to in this press release has
not yet commenced. This announcement is neither an offer to
purchase nor a solicitation of an offer to sell shares of OPNET.
OPNET stockholders are urged to read the relevant exchange offer
documents when they become available because they will contain
important information that stockholders should consider before
making any decision regarding tendering their shares. At the time
the offer is commenced, Riverbed Technology, Inc. ("Riverbed") will
file exchange offer materials with the U.S. Securities and Exchange
Commission and OPNET will file a Solicitation/Recommendation
Statement with respect to the offer. The exchange offer
materials (including a Prospectus and certain other offer
documents) and the Solicitation/Recommendation Statement will
contain important information, which should be read carefully
before any decision is made with respect to the exchange offer. The
Prospectus and certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all shareholders of OPNET at no expense to them. The exchange
offer materials and the Solicitation/Recommendation Statement will
be made available for free at the Securities and Exchange
Commission's web site at www.sec.gov. Free copies of the Offer to
Purchase, the related Letter of Transmittal and certain other
offering documents will be made available by Riverbed by mail to
Riverbed Technologies, Inc., 199 Fremont Street, San Francisco, CA
94105, attention: Investor Relations, and free copies of the
Solicitation/Recommendation Statement will be made available by
OPNET by mail to OPNET Technologies, Inc., 7255 Woodmont Avenue,
Bethesda, Maryland 20814-7900, attention: Investor Relations.
Interests of Certain Persons in the Offer and the
Merger
Riverbed will be, and certain other persons may be, soliciting
OPNET stockholders to tender their shares into the exchange offer.
The directors and executive officers of Riverbed and the directors
and executive officers of OPNET may be deemed to be participants in
Riverbed's solicitation of OPNET's stockholders to tender their
shares into the exchange offer.
Investors and shareholders may obtain more detailed information
regarding the names, affiliations and interests of the directors
and officers of Riverbed and OPNET in the exchange offer by reading
the Prospectus and certain other offer documents, as well as the
Solicitation/Recommendation Statement, when they become
available.
About OPNET Technologies, Inc.
Founded in 1986, OPNET Technologies, Inc. (Nasdaq:OPNT) is the
leading provider of solutions for application and network
performance management. For more information about OPNET and
its products, visit www.opnet.com.
OPNET and OPNET Technologies, Inc. are trademarks of OPNET
Technologies, Inc. All other trademarks are the property of
their respective owners.
Statements in this press release that are not purely historical
facts may constitute forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. OPNET
Technologies, Inc. ("OPNET") assumes no obligation to update such
statements. Forward-looking statements are predictions based upon
information available to OPNET as of the date of this press release
and involve risks and uncertainties; therefore, actual events or
results may differ materially. Factors that may cause OPNET's
actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements include, among others, those factors
listed under the caption "Risk Factors" in OPNET's Annual Report on
Form 10-K for the fiscal year ended March 31, 2012, as filed with
the Securities and Exchange Commission on June 8, 2012, as updated
from time to time in subsequent SEC filings. The risk factors set
forth in the Company's Form 10-K under the caption "Risk Factors,"
as updated from time to time in subsequent SEC filings, are
specifically incorporated by reference into this press release. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Note to editors: The word OPNET is spelled with all upper-case
letters.
|
|
OPNET TECHNOLOGIES,
INC. |
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS |
(in thousands, except
per share data) |
(unaudited) |
|
|
Three Months
Ended September 30, |
Six Months Ended
September 30, |
|
2012 |
2011 |
2012 |
2011 |
|
|
|
|
|
Revenue: |
|
|
|
|
Product |
$ 21,996 |
$ 20,599 |
$ 42,115 |
$ 40,028 |
Product updates, technical
support, and services |
17,953 |
15,413 |
35,004 |
30,105 |
Professional services |
7,111 |
5,909 |
13,972 |
12,035 |
Total revenue |
47,060 |
41,921 |
91,091 |
82,168 |
|
|
|
|
|
Cost of revenue: |
|
|
|
|
Product |
3,794 |
3,928 |
6,734 |
6,399 |
Product updates, technical
support, and services |
1,667 |
1,380 |
3,311 |
2,827 |
Professional services |
4,786 |
3,751 |
9,360 |
7,617 |
Amortization of acquired
technology and customer relationships |
800 |
537 |
1,418 |
1,076 |
Total cost of revenue |
11,047 |
9,596 |
20,823 |
17,919 |
|
|
|
|
|
Gross profit |
36,013 |
32,325 |
70,268 |
64,249 |
|
|
|
|
|
Operating expenses: |
|
|
|
|
Research and development |
10,986 |
9,088 |
21,346 |
18,330 |
Sales and marketing |
15,236 |
13,471 |
29,458 |
26,070 |
General and administrative |
3,695 |
2,504 |
7,179 |
6,293 |
Total operating expenses |
29,917 |
25,063 |
57,983 |
50,693 |
|
|
|
|
|
Income from operations |
6,096 |
7,262 |
12,285 |
13,556 |
Interest and other expense, net |
34 |
-- |
44 |
(59) |
Income before provision for income taxes |
6,130 |
7,262 |
12,329 |
13,497 |
Provision for income taxes |
2,275 |
2,476 |
4,681 |
4,522 |
Net income |
$ 3,855 |
$ 4,786 |
$ 7,648 |
$ 8,975 |
|
|
|
|
|
Basic net income per common share |
$ 0.17 |
$ 0.21 |
$ 0.33 |
$ 0.40 |
Diluted net income per common share |
$ 0.17 |
$ 0.21 |
$ 0.33 |
$ 0.39 |
Basic weighted average common shares
outstanding |
22,642 |
22,240 |
22,528 |
22,149 |
Diluted weighted average common shares
outstanding |
22,924 |
22,687 |
22,843 |
22,646 |
|
|
|
|
OPNET TECHNOLOGIES,
INC. |
|
RECONCILIATION OF
NON-GAAP RESULTS TO GAAP RESULTS |
|
(in thousands, except
per share data) |
|
(unaudited) |
|
|
|
|
Three Months
Ended September 30, |
Three Months Ended June
30, |
|
|
2012 |
2011 |
2012 |
|
|
|
|
|
|
GAAP gross profit |
$ 36,013 |
$ 32,325 |
$ 34,255 |
|
Stock-based compensation
expense included in cost of revenue |
50 |
27 |
43 |
|
Amortization of intangibles
included in cost of revenue |
800 |
537 |
618 |
|
Non-GAAP gross profit |
$ 36,863 |
$ 32,889 |
$ 34,916 |
|
|
|
|
|
|
GAAP income from operations |
$ 6,096 |
$ 7,262 |
$ 6,189 |
|
Stock-based compensation
expense – total (included in cost of revenue and in operating
expenses) |
1,381 |
606 |
987 |
|
Amortization of
intangibles – total (included in cost of revenue and in
research and development expenses) |
825 |
562 |
643 |
|
Non-GAAP income from operations |
$ 8,302 |
$ 8,430 |
$ 7,819 |
|
|
|
|
|
|
GAAP net income |
$ 3,855 |
$ 4,786 |
$ 3,794 |
|
Stock-based compensation
expense – total |
1,381 |
606 |
987 |
|
Amortization of intangibles –
total |
825 |
562 |
643 |
|
Provision for income tax
(1) |
(861) |
(456) |
(635) |
|
Non-GAAP net income |
$ 5,200 |
$ 5,498 |
$ 4,789 |
|
|
|
|
|
|
Diluted net income per common share: |
|
|
|
|
GAAP |
$ 0.17 |
$ 0.21 |
$ 0.16 |
|
Non-GAAP |
$ 0.22 |
$ 0.24 |
$ 0.21 |
|
|
|
|
|
|
Diluted weighted average common shares
outstanding |
|
|
|
|
GAAP |
22,924 |
22,687 |
22,781 |
|
Non-GAAP |
22,924 |
22,687 |
22,781 |
|
(1) Reflects
the tax effect of non-GAAP adjustments above at the statutory rate
of 39% based on projected taxable income. |
|
|
|
|
|
OPNET TECHNOLOGIES,
INC. |
CONDENSED CONSOLIDATED
BALANCE SHEETS |
(in thousands, except
per share data) |
(unaudited) |
|
|
September 30, |
March 31, |
|
2012 |
2012 |
ASSETS |
|
|
Current assets: |
|
|
Cash and cash
equivalents |
$ 54,736 |
$ 72,357 |
Marketable securities |
39,862 |
38,975 |
Accounts receivable, net |
41,073 |
40,787 |
Unbilled accounts
receivable |
2,710 |
1,864 |
Inventory |
1,286 |
1,704 |
Deferred income taxes, prepaid
expenses and other current assets |
13,571 |
5,084 |
Total current assets |
153,238 |
160,771 |
|
|
|
Property and equipment, net |
16,227 |
13,936 |
Intangible assets, net |
7,001 |
2,970 |
Goodwill |
22,416 |
15,406 |
Deferred income taxes and other assets |
5,930 |
5,182 |
Total assets |
$ 204,812 |
$ 198,265 |
|
|
|
LIABILITIES AND STOCKHOLDERS'
EQUITY |
|
|
Current liabilities: |
|
|
Accounts payable |
$ 1,533 |
$ 1,175 |
Accrued liabilities |
16,986 |
17,717 |
Other income taxes |
1,163 |
754 |
Deferred rent |
225 |
222 |
Deferred revenue |
46,301 |
47,909 |
Total current liabilities |
66,208 |
67,777 |
|
|
|
Accrued liabilities |
44 |
9 |
Deferred rent |
3,655 |
2,745 |
Deferred revenue |
6,799 |
6,950 |
Other income taxes |
811 |
790 |
Total liabilities |
77,517 |
78,271 |
|
|
|
Stockholders' equity: |
|
|
Common stock |
31 |
30 |
Additional paid-in capital |
136,393 |
129,439 |
Retained earnings |
14,478 |
13,748 |
Accumulated other comprehensive
loss |
(1,245) |
(995) |
Treasury stock, at cost |
(22,362) |
(22,228) |
Total stockholders' equity |
127,295 |
119,994 |
Total liabilities and
stockholders' equity |
$ 204,812 |
$ 198,265 |
CONTACT: OPNET Media Contact:
Sue Cole
OPNET Technologies, Inc.
(919) 461-2445
Media@opnet.com
www.opnet.com
OPNET Investor Relations:
Mel Wesley
OPNET Technologies, Inc.
(240) 497-3000
ir@opnet.com
www.opnet.com
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