EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

 

CONTACT:

 

Mike Zellner

 

Tyler Painter

Wind River

 

Wind River

Chief Financial Officer

 

Vice President, Treasury & Investor Relations

+1.510.749.2750

 

+1.510.749.2551

mike.zellner@windriver.com

 

tyler.painter@windriver.com

Wind River Reports Fourth Quarter

and Fiscal-Year 2006 Financial Results

ALAMEDA, Calif., March 8, 2006— Wind River Systems, Inc. (NASDAQ: WIND), the global leader in Device Software Optimization (DSO), today announced results for the fourth quarter ended January 31, 2006.

Full-Year Highlights:

 

    Reported revenue increased 13% year-over-year to $266.3 million

 

    Deferred revenue increased 27% year-over-year to end at $98.3 million

 

    Non-GAAP earnings per share of $0.29 and GAAP earnings per share of $0.26

 

    Non-GAAP cash flow from operations of approximately $51 million, excluding restructuring related payments of $1.8 million; GAAP cash flow from operations of approximately $49 million

Fourth Quarter Financial Highlights:

 

    Reported revenue increased 11% year-over-year to $70.2 million

 

    Deferred revenue increased 12% sequentially vs. Q3 FY06

 

    Non-GAAP net income of $10.3 million and GAAP net income of $10.3 million

 

    Non-GAAP earnings per share of $0.11 and GAAP earnings per share of $0.11

 

    Non-GAAP cash flow from operations of approximately $16 million, excluding restructuring related payments of $579,000; GAAP cash flow from operations of approximately $15.5 million

“FY06 was a year in which Wind River fortified its leadership position as a comprehensive Device Software Optimization partner to many of the world’s largest device manufacturers,” said Ken Klein, Wind River Chairman, CEO and President. “Product innovation and strong business execution underscored our progress. As we enter FY07, I am confident we will continue driving the DSO industry shift from build to buy as more and more customers are realizing the power of leveraging Wind River’s leading standards-based products and services to develop, deploy and manage their devices faster, better, at lower cost and more reliably.”

Fourth Quarter Fiscal-Year 2006 Results

Total revenues for the fourth quarter of fiscal 2006 were $70.2 million, an 11% increase over revenues of $63.2 million in the fourth quarter of fiscal 2005.

Generally accepted accounting principles (GAAP) net income for the fourth quarter of fiscal year 2006 was $10.3 million, or earnings per share of $0.11 compared to net income of $6.4 million, or earnings per share of $0.07 for the fourth quarter of fiscal year 2005.

Non-GAAP net income for the fourth quarter of fiscal year 2006 was $10.3 million, compared to non-GAAP net income of $6.1 million for the fourth quarter of fiscal year 2005. Non-GAAP net income per diluted share was $0.11 for the fourth quarter of fiscal year 2006, compared to non-GAAP net income per diluted share of $0.07 for the fourth quarter of fiscal year 2005.


Full-Year Fiscal-Year 2006 Results

Revenue for fiscal year 2006 was $266.3 million, a 13% increase from $235.4 million in fiscal year 2005. On a GAAP basis, net income for fiscal year 2006 was $23.5 million, or earnings per share of $0.26, compared to net income of $8.2 million, or earnings per share of $0.09 for fiscal year 2005.

Non-GAAP net income for fiscal year 2006 was $25.9 million, compared to non-GAAP net income of $11.9 million in fiscal year 2005, or earnings per share of $0.29 in fiscal year 2006, compared to earnings per share of $0.14 in fiscal year 2005.

“Although our revenue mix came through differently than we anticipated in the fourth quarter, our strength in subscription business resulted in a sequential increase of over $10 million in current deferred revenue,” concluded Mike Zellner, chief financial officer and senior vice president, finance and administration. “Our focus on operational efficiency resulted in solid operating margins, cash flows and EPS for the quarter and year.”

Financial Outlook

The following statements regarding Wind River’s outlook for the first quarter of fiscal year 2007, full fiscal year 2007, and other statements in this press release are forward-looking and actual results may differ materially. Please consult the legal notice regarding forward-looking statements at the end of this press release for a description of certain risk factors and Wind River’s reports filed with the Securities and Exchange Commission for a more comprehensive description of risks that may impact actual results. Wind River plans to discuss its business outlook, based on current expectations on its quarterly earnings conference call. Wind River does not plan to provide any further financial guidance beyond the information provided in its quarterly earnings release and conference call.

For Q1 Fiscal Year 2007, Wind River expects:

 

  Revenue to be between $65 million and $67 million.

 

  Earnings per share to be between $0.02 and $0.03 on a GAAP basis. This excludes the impact of FAS123R which could reduce EPS by up to $0.05 per share.

 

  Earnings per share to be between $0.03 and $0.04 on a non-GAAP basis.

For Fiscal Year 2007, Wind River expects:

 

  Revenue to be between $290 million and $300 million.

 

  Bookings growth to exceed revenue growth.

 

  Earnings per share to be between $0.34 and $0.39 on a GAAP basis. This excludes the impact of FAS123R which could reduce EPS by up to $0.25 per share.

 

  Earnings per share to be between $0.38 and $0.43 on a non-GAAP basis.

All references to earnings per share are calculated on a fully-diluted basis. Wind River provides non-GAAP net income and net income per share as an alternative for understanding the company’s operating results. Non-GAAP data is not in accordance with, or a substitute for, GAAP and may be materially different from non-GAAP measures used by other companies. Non-GAAP net income and net income per share for the three-month and twelve-month periods ended January 31, 2006 and 2005 were computed by adjusting GAAP net income and net income per share to exclude amortization of purchased and other intangibles, gain on investments, impairment of assets, gain on disposal of assets, employer payroll tax on stock option exercises, realized loss on repurchase of bonds, restructuring charges and release of valuation allowance. The non-GAAP earnings per share forecast for the three-month period ending April 30, 2006 and the twelve-month period ending January 31, 2007 was computed by adjusting GAAP earnings per share to exclude the impact of amortization associated

 

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with purchased and other intangibles and the impact of the adoption of FAS 123R. Wind River provides a reconciliation of its GAAP and non-GAAP net income and net income per share for the three-month and twelve-month periods ended January 31, 2006 and 2005 on page four of this release. Wind River’s management refers to these non-GAAP measures in making operating decisions because they believe they provide meaningful information regarding Wind River’s operational performance. For example, the non-GAAP results are an indication of Wind River’s baseline performance before gains, losses or other charges that are considered by management to be outside of the company’s business operational results. In addition, these non-GAAP financial measures facilitate management’s internal comparisons to Wind River’s historical operating results and comparisons to competitors’ operating results. Wind River includes these non-GAAP financial measures in its earnings announcement because the company believes they are useful to investors in allowing for greater transparency to the supplemental information used by management in its financial and operational decision-making. Wind River has not completed its 10-K review process for the quarter ended January 31, 2006 and accordingly, the operating results for the fourth quarter of fiscal year 2006 may be adjusted upon completion of its review. Actual operating results for this period could be different based on factors such as settlement of accruals and certain other adjustments including the potential release of certain tax valuation allowances relating to international jurisdictions.

Wind River is required to begin accounting for stock options in accordance with Financial Accounting Standards No. 123R, Share-Based Payment (“FAS 123R”), beginning on February 1, 2006, which means the quarter ending April 30, 2006 will be the first quarter in which Wind River is required to reflect expenses associated with employee stock options and employee stock purchase plan grants in its GAAP-basis income statement.

Conference Call

The company will host a conference call at 2:00 p.m. Pacific Time on March 8, 2006 to discuss these results. You may listen to the conference call by calling +1.800.399.5927 in the U.S. and +1.706.643.3427 internationally. You may also listen in live via our webcast at http://ir.windriver.com/phoenix.zhtml?c=91814&p=irol-EventDetails&EventId=1111728. A telephone replay of the conference call will be available after 5:00 p.m. Pacific Time on March 8, 2006 until 11:59 p.m. Pacific Time on March 15, 2006. You may listen to the replay of the conference call by calling +1.800.642.1687 in the U.S. and +1.706.645.9291 internationally and enter the conference i.d. 8346563. The audio webcast will be archived on the Investor Relations section of Wind River’s website located at http://ir.windriver.com/phoenix.zhtml?c=91814&p=irol-irhome.

About Wind River

Wind River is the global leader in Device Software Optimization (DSO). The company’s solutions enable customers to develop and run device software better, faster, at a lower cost and more reliably. Wind River’s Workbench, General Purpose Platform and Market-Specific Platforms reduce effort, cost and risk, and optimize quality and reliability at all phases of the device software development process from concept to deployed product.

Founded in 1981, Wind River is headquartered in Alameda, California, with operations worldwide. To learn more, visit Wind River at http://www.windriver.com or call Wind River at 1-866-296-5361.

Wind River Systems and the Wind River Systems logo are trademarks of Wind River Systems, Inc., and VxWorks and WIND RIVER are registered trademarks of Wind River Systems, Inc. Third party marks and brands are the property of their respective holders.

Forward-Looking Statements

This press release contains forward-looking statements, including those relating to expected revenue and GAAP and non-GAAP earnings per share for the first quarter ending April 30, 2006 and the fiscal year ending January 31, 2007. Words such as “expects,” “anticipates,” “projects,” “intends,” “plans,” “believes” and “estimates,” variations of such words and similar expressions are also intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated herein. Factors that could cause or contribute to such differences include but are not limited to, the potential release of all or a portion of Wind River’s valuation allowance associated with its deferred tax assets, the success of Wind River’s implementation of its new and current products, business models and market strategies, the ability to address rapidly changing technology and markets and to deliver our products on a timely basis, the ability of our customers to sell products that include the company’s software, the impact of competitive products and pricing, weakness in the economy generally or in the technology sector specifically, the success of the company’s strategic relationships, the impact of changes to accounting for stock-based compensation pursuant to FASB’s Statement of Financial Accounting Standards No. 123R, the impact of other costs and risk factors detailed in Wind River’s Annual Report on Form 10-K for the fiscal year ended January 31, 2006, its Quarterly Reports on Form 10-Q and other periodic filings with the Securities and Exchange Commission. Wind River undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

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Wind River Systems, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

     Three months ended
January 31,
    Twelve months ended
January 31,
 
     2006     2005     2006     2005  

Revenues, net:

        

Product

   $ 32,664     $ 33,093     $ 126,971     $ 123,298  

Subscription

     21,178       14,736       73,976       48,960  

Services

     16,368       15,366       65,376       63,142  
                                

Total revenues

     70,210       63,195       266,323       235,400  
                                

Cost of revenues:

        

Product

     1,650       1,537       6,838       5,747  

Subscription

     2,923       2,898       11,533       11,259  

Services

     9,845       8,433       38,449       32,777  

Amortization of purchased intangibles

     130       16       525       1,646  
                                

Total cost of revenues

     14,548       12,884       57,345       51,429  
                                

Gross profit

     55,662       50,311       208,978       183,971  
                                

Operating expenses:

        

Selling and marketing

     23,623       23,136       95,211       89,758  

Product development and engineering

     15,607       14,883       65,469       59,224  

General and administrative

     5,837       5,364       22,482       21,087  

Amortization of other intangibles

     23       27       93       554  

Restructuring charges

     84       279       1,271       2,649  

Gain on sale of assets

     —         (1,982 )     —         (1,982 )

Impairment of assets

     —         —         313       —    
                                

Total operating expenses

     45,174       41,707       184,839       171,290  
                                

Income from operations

     10,488       8,604       24,139       12,681  

Other income (loss), net

     647       (1,633 )     2,178       (2,265 )
                                

Income before provision for income taxes

     11,135       6,971       26,317       10,416  

Provision for income taxes

     864       611       2,842       2,251  
                                

Net income

   $ 10,271     $ 6,360     $ 23,475     $ 8,165  
                                

Net income per share:

        

Basic

   $ 0.12     $ 0.08     $ 0.28     $ 0.10  

Diluted

   $ 0.11     $ 0.07     $ 0.26     $ 0.09  

Shares used in per share calculation:

        

Basic

     85,023       83,098       84,594       82,181  

Diluted

     89,918       87,895       89,939       86,062  

Reconciliation to Non-GAAP net income:

        

Net income

   $ 10,271     $ 6,360     $ 23,475     $ 8,165  

Amortization of purchased and other intangibles

     153       43       618       2,200  

Impairment of assets

     —         —         313       —    

Gain on investments

     —         —         (355 )     (513 )

Gain on disposal of asset

     —         (1,982 )     —         (1,982 )

Realized loss on repurchase of bonds

     —         1,399       400       1,399  

Employer payroll tax on stock option exercises

     160       —         595       —    

Release of tax valuation allowance

     (404 )     —         (404 )     —    

Restructuring charges

     84       279       1,271       2,649  
                                

Non-GAAP net income

   $ 10,264     $ 6,099     $ 25,913     $ 11,918  
                                

Non-GAAP net income per share:

        

Basic

   $ 0.12     $ 0.07     $ 0.31     $ 0.15  

Diluted

   $ 0.11     $ 0.07     $ 0.29     $ 0.14  

Shares used in per share calculation:

        

Basic

     85,023       83,098       84,594       82,181  

Diluted

     89,918       87,895       89,939       86,062  

 

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Wind River Systems, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

 

     January 31,  
     2006     2005  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 59,279     $ 22,312  

Short-term investments

     44,013       24,605  

Accounts receivable, net

     65,803       62,266  

Prepaid and other current assets

     12,094       12,504  
                

Total current assets

     181,189       121,687  

Investments

     115,697       147,877  

Property and equipment, net

     78,514       79,771  

Intangibles, net

     93,874       94,505  

Other assets

     7,737       8,414  
                

Total assets

   $ 477,011     $ 452,254  
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 5,674     $ 3,328  

Accrued liabilities

     11,362       16,205  

Accrued restructuring costs

     899       1,404  

Accrued compensation

     15,935       19,210  

Income taxes payable

     1,988       2,512  

Deferred revenues

     84,505       65,615  

Convertible subordinated debt

     42,151       —    
                

Total current liabilities

     162,514       108,274  

Convertible subordinated debt

     —         75,000  

Long-term deferred revenues

     13,760       11,492  

Other long-term liabilities

     3,000       1,543  
                

Total liabilities

     179,274       196,309  
                

Stockholders’ equity:

    

Common stock

     88       85  

Additional paid-in-capital

     790,897       769,953  

Treasury stock, at cost

     (34,516 )     (31,972 )

Accumulated other comprehensive loss

     (5,707 )     (5,621 )

Accumulated deficit

     (453,025 )     (476,500 )
                

Total stockholders’ equity

     297,737       255,945  
                

Total liabilities and stockholders’ equity

   $ 477,011     $ 452,254  
                

###

 

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