We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for Free to get streaming real-time quotes, interactive charts, live options flow, and more.
| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Quest Software, Inc. (MM) | NASDAQ:QSFT | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 28.00 | 0 | 01:00:00 |
From Jul 2019 to Jul 2024
Quest Software, Inc. (Nasdaq: QSFT) today reported financial results for the quarter ended Mar. 31, 2012. Total revenues were $212.2 million, a 12.8% increase compared to the prior year’s first quarter revenues of $188.2 million. Operating margin was 2.5% for the three months ended Mar. 31, 2012 as compared to 2.9% for the three months ended Mar. 31, 2011. On a non-GAAP basis, operating margin was 15.2% for the three months ended Mar. 31, 2012 as compared to 12.7% for the three months ended Mar. 31, 2011.
Cash and investments at Mar. 31, 2012, totaled $282.4 million, an increase of $28.6 million from the comparable balance at Dec. 31, 2011. Cash flow from operations was $52.2 million for the three months ended Mar. 31, 2012.
GAAP Results
Net income attributable to Quest Software, Inc. for the first quarter of 2012 was $2.7 million, or $0.03 per fully diluted share. This compares to net income of $3.4 million, or $0.04 per share on a fully diluted basis, for the first quarter of 2011. Operating margin was 2.5% in the first quarter of 2012 compared to 2.9% in the comparable period of 2011, resulting in operating income of $5.3 million, which compares to $5.4 million for the corresponding period in 2011.
Non-GAAP Results
On a non-GAAP basis, net income attributable to Quest Software, Inc. for the first quarter of 2012 was $22.8 million, or $0.27 per fully diluted share. This compares to non-GAAP net income of $18.7 million, or $0.20 per share on a fully diluted basis, for the first quarter of 2011. The non-GAAP operating margin was 15.2% in the first quarter of 2012, resulting in non-GAAP operating income of $32.2 million, compared to non-GAAP operating margin and operating income of 12.7% and $23.9 million, respectively, for the corresponding period in 2011.
Non-GAAP results exclude the after-tax effects of amortization of intangible assets acquired with business combinations, stock-based compensation expenses, costs directly associated with the company’s “go private” and proposed merger transaction, adjustment of redeemable noncontrolling interest to redemption value, retention bonus and severance costs related to the establishment of our Business Operations and Advanced Technology Center in Cork, Ireland, and patent infringement litigation costs. A reconciliation of GAAP to non-GAAP financial results is included with this press release.
Quest Software’s management prepares and uses non-GAAP financial measures in the presentation of the Company’s results to provide a consistent understanding of its historical operating performance and comparisons with peer companies. Management believes that non-GAAP reporting provides a meaningful representation of the Company’s on-going economic performance and therefore uses non-GAAP reporting internally to evaluate and manage the Company’s operations. Management believes excluding charges such as those described above from its GAAP results facilitates investors’ understanding of the Company’s ongoing business operating results. These non-GAAP financial measures also facilitate comparisons to the operating results of the Company’s competitors and provide investors with transparency with respect to the supplemental information used by management in its operational and financial decision making. These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for measures of financial performance prepared in conformity with GAAP.
Change in Consolidated Statement of Cash Flows Presentation
We maintain positions in certain foreign currencies which may at times create unrealized gains or losses. Unrealized foreign currency gains/losses should be presented as an adjustment to reconcile net income to net cash provided by operating activities in our consolidated statement of cash flows. Effective during the third quarter of 2011, we presented such unrealized foreign currency gains/losses in our consolidated statement of cash flows. This change impacts our cash flow presentation and does not impact earnings or cash balances. Management has concluded that the change of presentation is not material to any periods affected. We have adjusted previously reported consolidated statements of cash flows to conform to the current year presentation.
Correction of a Tax Error Related to Prior Periods
During March 2012, we discovered an error in the historical Australian income tax returns of our wholly-owned subsidiary, Quest Software Pty. Ltd., related to an incorrectly claimed research and development benefit that resulted in a cumulative liability including income tax, interest and penalties of $14.5 million. The error impacts multiple prior periods back to the year ended December 31, 1999. We have concluded that this error has not caused a material misstatement within any previously issued consolidated financial statement for any period. However, if the cumulative effect of the income taxes, interest and penalties were to be included solely within the first quarter of 2012, it would be material to that quarter’s results. Thus, after considering Staff Accounting Bulletin Release No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, we have corrected the Consolidated Financial Statements for the fiscal years ended December 31, 2011, 2010, and 2009 within this Current Report on Form 8-K (attached as Exhibit 99.2), which prior to the corrections were filed previously with Quest’s Annual Report on Form 10-K for the period ended December 31, 2011. We have presented the corrected consolidated balance sheet as of December 31, 2011, the corrected income statement for the three months ended March 31, 2011 and the corrected statement of cash flows for the three months ended March 31, 2011.
Pending Proposed Merger Transaction
On March 8, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Expedition Holding Company, Inc., a Delaware corporation (“Parent”), and Expedition Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, pursuant to which Parent will acquire, subject to certain exceptions, all of the outstanding shares of the Company’s common stock for a purchase price of $23.00 per share in cash. Parent and Merger Sub are beneficially owned by funds affiliated with Insight Venture Management, LLC, a Delaware limited liability company (“Insight”).
The merger is currently expected to close in the third quarter of this year, and is subject to customary closing conditions as well as approval and adoption of the Merger Agreement by the Company’s stockholders (including approval by a majority of the outstanding unaffiliated shares of common stock, which excludes any shares of common stock held by Parent, Merger Sub and Vincent Smith, President, CEO and Chairman of the Board, and certain related trusts). If completed, the merger will result in the Company becoming a privately-held company, and its shares will no longer be listed on any public market. No assurance can be given that the merger will be completed.
Additional Information about the Pending Proposed Merger and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed merger of the Company with an affiliate of Insight. In connection with the proposed transaction, the Company has filed a preliminary proxy statement and other relevant materials with the Securities and Exchange Commission (“SEC”), and intends to file a definitive proxy statement and other relevant materials. The definitive proxy statement will be sent or given to the stockholders of the Company and will contain important information about the proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, QUEST SOFTWARE’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The proxy statement and other relevant materials (when they become available), and any other documents filed by Quest Software with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Quest Software by contacting Quest Software’s Investor Relations by telephone at (949) 754-8000, or by mail at Quest Software, Inc., 5 Polaris Way, Aliso Viejo, California 92656, Attention: Investor Relations, or by going to Quest Software’s Investor Relations page on its corporate web site at www.quest.com.
Participants in the Solicitation
Quest Software and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Quest Software in connection with the proposed merger. Information regarding the interests of these directors and executive officers in the transaction described herein will be included in the proxy statement described above. Additional information regarding these directors and executive officers is included in Quest Software’s amended Annual Report on Form 10-K/A, which was filed with the SEC on April 30, 2012.
About Quest Software, Inc.
Established in 1987, Quest Software (Nasdaq: QSFT) provides simple and innovative IT management solutions that enable more than 100,000 global customers to save time and money across physical and virtual environments. Quest products solve complex IT challenges ranging from database management, data protection, identity and access management, monitoring, user workspace management to Windows management.
Quest and Quest Software are registered trademarks of Quest Software, Inc. The Quest Software logo and all other Quest Software product or service names and slogans are registered trademarks or trademarks of Quest Software, Inc. All other trademarks and registered trademarks are property of their respective owners.
Forward-Looking Statements
This release may include predictions, estimates and other information that might be considered forward-looking statements, including statements relating to expectations of future revenue and operating margin performance and other operating prospects. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including: (a) the risk that Quest Software’s business could be disrupted as a result of uncertainty related to its recently announced merger agreement with an affiliate of Insight (the “Merger”); (b) the inability to complete the Merger in the timeframe or manner currently anticipated, or at all, as a result of several factors, including, among other things, the failure of one or more of the merger agreement’s closing conditions, litigation relating to the Merger, or the failure to obtain stockholder approval of the Merger; (c) the requirement in the merger agreement that we secure Insight’s consent prior to engaging in certain actions during the pendency of the Merger, (d) the risk that this requirement will prevent us from pursuing opportunities or otherwise taking actions that we might otherwise have; (e) the impact of adverse changes in general economic conditions on Quest Software’s relationships with customers, strategic partners and vendors; reductions or delays in information technology spending; variations in demand or the size and timing of customer orders; (f) competitive conditions in Quest Software’s various product areas; (g) rapid technological change; (h) risks associated with the development and market acceptance of new products and product strategies; (i) disruptions caused by acquisitions of companies and/or technologies; (j) fluctuating currency exchange rates and risks associated with international operations; (k) the need to attract and retain qualified employees; (l) risks associated with Quest Software’s ongoing patent litigation; and (m) other risks inherent in software businesses. For a discussion of these and other related risks, please refer to Quest Software’s recent SEC filings, including, but not limited to, the Annual Report on Form 10-K for the year ended Dec. 31, 2011 and any subsequently filed reports, which are available on the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Quest Software undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.
Social Networks:
TwitterFacebookLinkedInQuest TV
Web Links Referenced in this Release:
Quest Software, Inc.: www.quest.comTwitter: http://twitter.com/#!/QuestFacebook: http://www.facebook.com/#!/pages/Quest-Software/65026711832LinkedIn: http://www.linkedin.com/companies/quest-softwareQuest TV: http://www.quest.com/tv/
QUEST SOFTWARE, INC. AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENTS (In thousands, except per share data) (Unaudited) Three Months Ended March 31 2012 2011 Revenues: Licenses $ 69,983 $ 66,735 Services 142,213 121,422 Total revenues 212,196 188,157 Cost of revenues: Licenses 2,883 1,784 Services 24,002 20,965 Amortization of purchased technology 6,968 4,650 Total cost of revenues 33,853 27,399 Gross profit 178,343 160,758 Operating expenses: Sales and marketing 85,962 81,729 Research and development 46,375 41,723 General and administrative 32,462 28,193 Amortization of other purchased intangible assets 8,291 3,747 Total operating expenses 173,090 155,392 Income from operations 5,253 5,366 Other (expense) income, net (874 ) 1,156 Income before income tax provision 4,379 6,522 Income tax provision 1,778 3,151 Net income 2,601 3,371 Net loss attributable to noncontrolling interest 67 - Net income attributable to Quest Software, Inc. $ 2,668 $ 3,371 Net income per share attributable to Quest Software, Inc. stockholders: Basic $ 0.03 $ 0.04 Diluted $ 0.03 $ 0.04 Weighted–average common shares outstanding: Basic 83,424 92,303 Diluted 85,102 95,112Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP Measures (Unaudited)
The Company has provided a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. These measures differ from GAAP in that they exclude amortization of intangible assets acquired with business combinations, stock-based compensation expenses, costs directly associated with the company’s “go private” and proposed merger transaction, adjustment of redeemable noncontrolling interest to redemption value, retention bonus and severance costs related to the establishment of our Business Operations and Advanced Technology Center in Cork, Ireland, and patent infringement litigation costs. The Company’s basis for these adjustments is described below.
Quest Software’s management prepares and uses non-GAAP financial measures in the presentation of the Company’s results to provide a consistent understanding of its historical operating performance and comparisons with peer companies. Management believes that non-GAAP reporting provides a meaningful representation of the Company’s on-going economic performance and therefore uses non-GAAP reporting internally to evaluate and manage the Company’s operations. Management believes excluding charges such as those described above from its GAAP results facilitates investors’ understanding of the Company’s ongoing business operating results. These non-GAAP financial measures also facilitate comparisons to the operating results of the Company’s competitors and provide investors with transparency with respect to the supplemental information used by management in its operational and financial decision making. These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for measures of financial performance prepared in conformity with GAAP.
Management excludes the expenses described above when evaluating the Company’s operating performance and believes that the resulting non-GAAP measures are useful to investors and financial analysts in assessing the Company’s operating performance due to the following factors:
These non-GAAP financial measures are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and may differ from the non-GAAP information used by other companies. There are significant limitations associated with the use of non-GAAP financial measures. The additional non-GAAP financial information presented here should be considered in conjunction with, and not as a substitute for or superior to, the financial information presented in accordance with GAAP (such as net income and earnings per share) and should not be considered measures of the Company’s liquidity. Furthermore, the Company in the future may exclude amortization related to new business combinations from financial measures that it releases, and the Company expects to continue to incur stock-based compensation expenses.
QUEST SOFTWARE, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES (In thousands, except per share data) (Unaudited) Three Months Ended March 31 2012 2011 GAAP total cost of revenues $ 33,853 $ 27,399 Amortization of purchased technology (6,968 ) (4,650 ) Stock-based compensation expense (232 ) (316 ) Non-GAAP total cost of revenues $ 26,653 $ 22,433 GAAP gross profit $ 178,343 $ 160,758 Amortization of purchased technology 6,968 4,650 Stock-based compensation expense 232 316 Non-GAAP gross profit $ 185,543 $ 165,724 GAAP income from operations $ 5,253 $ 5,366 Amortization of purchased technology 6,968 4,650 Amortization of other purchased intangible assets 8,291 3,747 Stock-based compensation expense 6,085 7,413 Go private and proposed merger transaction costs 5,635 - Patent infringement litigation costs 158 369 Acquisition related costs (234 ) 807 Retention bonus and severance costs 2 1,576 Non-GAAP income from operations $ 32,158 $ 23,928 GAAP net income attributable to Quest Software, Inc. $ 2,668 $ 3,371 Amortization of purchased technology 6,968 4,650 Amortization of other purchased intangible assets 8,291 3,747 Stock-based compensation expense 6,085 7,413 Go private and proposed merger transaction costs 5,635 - Patent infringement litigation costs 158 369 Acquisition related costs (234 ) 807 Retention bonus and severance costs 2 1,576 Tax effect of these adjustments (6,603 ) (3,237 ) Net loss attributable to noncontrolling interest (218 ) - Non-GAAP net income attributable to Quest Software, Inc. $ 22,752 $ 18,696 GAAP net income per basic share attributable to Quest Software, Inc. stockholders $ 0.03 $ 0.04 Amortization of purchased technology 0.08 0.05 Amortization of other purchased intangible assets 0.10 0.04 Stock-based compensation expense 0.07 0.08 Go private and proposed merger transaction costs 0.07 - Patent infringement litigation costs - - Acquisition related costs - 0.01 Retention bonus and severance costs - 0.02 Tax effect of these adjustments (0.08 ) (0.04 ) Net loss attributable to noncontrolling interest - - Non-GAAP net income per basic share attributable to Quest Software, Inc. stockholders $ 0.27 $ 0.20 Shares used in basic per share amounts 83,424 92,303 GAAP net income per fully diluted share attributable to Quest Software, Inc. stockholders $ 0.03 $ 0.04 Amortization of purchased technology 0.08 0.05 Amortization of other purchased intangible assets 0.10 0.04 Stock-based compensation expense 0.07 0.08 Go private and proposed merger transaction costs 0.07 - Patent infringement litigation costs - - Acquisition related costs - 0.01 Retention bonus and severance costs - 0.02 Tax effect of these adjustments (0.08 ) (0.04 ) Net loss attributable to noncontrolling interest - - Non-GAAP net income per fully diluted share attributable to Quest Software, Inc. stockholders $ 0.27 $ 0.20 Shares used in fully diluted per share amounts 85,102 95,112 QUEST SOFTWARE, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES (Continued) (In thousands) (Unaudited) Three Months Ended March 31, 2012 Sales and Marketing Research and Development General and Administrative Amortization of Other Purchased Intangible Assets Total Operating Expenses GAAP operating expenses $ 85,962 $ 46,375 $ 32,462 $ 8,291 $ 173,090 Amortization - other purchased intangible assets - - - (8,291 ) (8,291 ) Stock-based compensation expense (1,728 ) (1,497 ) (2,628 ) - (5,853 ) Go private and proposed merger transaction costs - - (5,635 ) - (5,635 ) Patent infringement litigation costs - - (158 ) - (158 ) Retention bonus and severance costs 12 - (14 ) - (2 ) Acquisition related costs (7 ) (58 ) 299 - 234 Non-GAAP operating expenses $ 84,239 $ 44,820 $ 24,326 $ - $ 153,385 Three Months Ended March 31, 2011 Sales and Marketing Research and Development General and Administrative Amortization of Other Purchased Intangible Assets Total Operating Expenses GAAP operating expenses $ 81,729 $ 41,723 $ 28,193 $ 3,747 $ 155,392 Amortization - other purchased intangible assets - - - (3,747 ) (3,747 ) Stock-based compensation expense (2,109 ) (2,152 ) (2,836 ) - (7,097 ) Patent infringement litigation costs - - (369 ) - (369 ) Retention bonus and severance costs (969 ) - (607 ) - (1,576 ) Acquisition related costs - - (807 ) - (807 ) Non-GAAP operating expenses $ 78,651 $ 39,571 $ 23,574 $ - $ 141,796 QUEST SOFTWARE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) March 31 December 31 2012 2011 ASSETS Current assets: Cash and cash equivalents $ 220,006 $ 192,165 Short-term investments 43,194 36,774 Accounts receivable, net 137,100 201,636 Prepaid expenses and other current assets 55,389 45,846 Deferred income taxes, net 21,388 21,647 Total current assets 477,077 498,068 Property and equipment, net 97,537 94,602 Long-term investments 19,166 24,832 Intangible assets, net 139,267 150,386 Goodwill 862,103 858,444 Deferred income taxes, net 20,891 17,559 Other assets 57,242 55,627 Total assets $ 1,673,283 $ 1,699,518 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 11,666 $ 11,723 Accrued compensation 50,020 56,148 Other accrued expenses 41,379 42,845 Income taxes payable 14,654 14,482 Loans payable 71,614 91,597 Deferred revenue 368,884 388,788 Total current liabilities 558,217 605,583 Long-term liabilities: Deferred revenue 110,341 111,050 Income taxes payable 51,276 51,276 Loans payable 32,528 32,133 Other long-term liabilities 7,666 9,942 Total long-term liabilities 201,811 204,401 Total liabilities 760,028 809,984 Redeemable noncontrolling interest 22,000 22,000 Quest Software Inc. stockholders' equity 878,373 854,585 Noncontrolling interest 12,882 12,949 Total equity 891,255 867,534 Total liabilities and equity $ 1,673,283 $ 1,699,518 QUEST SOFTWARE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31 2012 2011 Cash flows from operating activities: Net income $ 2,601 $ 3,371 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 15,751 12,429 Compensation expense associated with stock-based payments 6,083 7,413 Impairment losses on intangible assets 3,365 - Unrealized foreign currency gains, net (3,429 ) (3,346 ) Deferred income taxes 406 (221 ) Excess tax benefit related to stock-based compensation (266 ) (1,481 ) Other non-cash adjustments, net 301 567 Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable 65,929 61,594 Prepaid expenses and other current assets (2,500 ) 3,044 Other assets (132 ) 1,744 Accounts payable 2,280 786 Accrued compensation (6,883 ) (10,722 ) Other accrued expenses (385 ) 1,998 Income taxes payable (7,682 ) (692 ) Deferred revenue (20,614 ) (4,792 ) Other liabilities (2,577 ) (2,048 ) Net cash provided by operating activities 52,248 69,644 Cash flows from investing activities: Cash paid for acquisitions, net of cash acquired (7,566 ) (70,724 ) Purchases of property and equipment (8,129 ) (4,427 ) Change in restricted cash 937 (11,331 ) Purchases of cost method investments (2,106 ) (20,203 ) Purchases of investment securities (6,007 ) (4,067 ) Sales and maturities of investment securities 5,477 29,061 Contributions on equity method investment (1,926 ) - Change in notes receivable (90 ) (350 ) Net cash used in investing activities (19,410 ) (82,041 ) Cash flows from financing activities: Proceeds from loans payable 561 - Repayment of loans payable (20,148 ) (103 ) Repurchases of common stock - (84,359 ) Repayment of capital lease obligations (131 ) (25 ) Cash paid for line of credit fees - (500 ) Proceeds from the exercise of stock options 14,751 20,248 Excess tax benefit related to stock-based compensation 266 1,481 Net cash used in financing activities (4,701 ) (63,258 ) Effect of exchange rate changes on cash and cash equivalents (296 ) 4,537 Net increase (decrease) in cash and cash equivalents 27,841 (71,118 ) Cash and cash equivalents, beginning of period 192,165 356,533 Cash and cash equivalents, end of period $ 220,006 $ 285,415
1 Year Quest Software, Inc. (MM) Chart |
1 Month Quest Software, Inc. (MM) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
Hot Features
Premium
