MatrixOne Reports Financial Results for Third Quarter of Fiscal 2006

WESTFORD, Mass.—(BUSINESS WIRE)—May 3, 2006— MatrixOne, Inc. (NASDAQ: MONE), a leading provider of collaborative product lifecycle management (PLM) solutions for the value chain(TM), today issued financial results for the third fiscal quarter ended April 1, 2006 and filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q. The Company will not be hosting a conference call to review the financial results for the third fiscal quarter.

For the third fiscal quarter ended April 1, 2006, total revenues were $43.7 million, compared to $27.0 million in the same period last year. Total revenues for the third fiscal quarter ended April 1, 2006 include $8.9 million of previously deferred revenues. For the third fiscal quarter, net income was $2.8 million, or $0.05 per share, compared to net loss of $6.5 million, or $0.13 per share, in the same period last year. For the third fiscal quarter ended April 1, 2006, adjusted net income(1), which excludes amortization of intangible assets and stock-based compensation aggregating $1.0 million, was $3.8 million, or $0.07 per share. For the third fiscal quarter ended April 2, 2005, adjusted net loss(1), which excludes amortization of intangible assets of $0.3 million, was $6.2 million, or $0.12 per share. Net income and adjusted net income for the third fiscal quarter ended April 1, 2006 includes expenses of $1.4 million, or $0.03 per share, related to the proposed sale of the Company.

The following milestones were completed or announced since the Company's second quarter earnings release on February 8, 2006:

-- The Company entered into an agreement and plan of merger with Dassault Systemes, a world leader in 3D and PLM solutions. Pursuant to the merger agreement, Dassault Systemes will acquire the Company for $7.25 per share in cash, representing a total transaction value of approximately $408 million. The proposed acquisition has been approved by the Board of Directors of both companies. The waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the proposed merger has expired. Additionally, the Federal Cartel Office in Germany has issued a letter confirming the clearance of the planned acquisition pursuant to Germany's Act Against Restraints of Competition. The Special Meeting of the Company's Stockholders to consider and vote on the adoption of the merger agreement is scheduled for May 10, 2006.

-- During the third quarter of fiscal 2006, the Company recorded software license revenue transactions with a number of new customers including such industry leaders as Accent Design Technology Services; Atmel Corporation; Guess, Inc.; and KLA-Tencor Corporation. Existing customers expanding their implementations during the fiscal period included Autoliv Development; Barilla Group; Conexant; Doosan Heavy Corporation; Ecolab, Inc.; Ericsson; IFM Electronic; Lexmark International; Medtronic ERS; Motorola, Inc.; Nortel Networks Technology; Procter & Gamble Co.; Research In Motion LTD.; Schlumberger; Valeo Management Services; and Voith Siemens Hydro.

-- The Company introduced the MatrixOne SITaR (Submit, Integrate, Test and Release) Methodology Kit as an add-on component for the MatrixOne Synchronicity Developer Suite. The new tool simplifies collaborative development of complex digital semiconductor designs by intuitively guiding distributed project teams through the steps that are required to easily partition large scale designs into modular components that can be concurrently developed and then integrated, tested and released. It can significantly reduce the cycle time, errors and costs that are often associated with complex digital designs.

-- The Company entered into a reseller agreement with IntegWare, Inc. to deliver product compliance solutions to the medical device industry. The new alliance will enable small to medium-sized businesses to take advantage of PLM to significantly ease FDA regulation compliance efforts. As a part of the reseller agreement, the two companies will focus on providing regulatory compliance and process automation solutions for the medical device industry using the MatrixOne Accelerator for FDA Compliance. The Accelerator for FDA Compliance is a single comprehensive solution designed to enable medical device manufacturers to achieve compliance throughout their product lifecycle processes, drastically reducing product development costs and delivering products to market quicker than the competition.

-- The Company entered into a reseller agreement with D'GIPRO Design Automation Marketing Pvt. Ltd., a leading electronic design automation (EDA) distributor services company based in India. The alliance with D'GIPRO strengthens the Company's commitment to supporting global customers with design centers in India as well as local Indian companies that seek to leverage global best practices in semiconductor design data management solutions. As a part of the reseller agreement, the two companies will focus on providing semiconductor design management solutions and services for both multi-national and indigenous companies in India.

(1) The Company uses the financial measure adjusted net income (loss) to supplement its consolidated financial statements, which are presented in accordance with accounting principles generally accepted in the United States ("GAAP"). The presentation of adjusted net income (loss) is not meant to be a substitute for net income (loss) presented in accordance with GAAP but rather should be evaluated in conjunction with net income (loss). A full reconciliation of adjusted net income (loss) to net income (loss) is provided below. The Company's management believes that the presentation of adjusted net income (loss) provides useful information to investors because this financial measure excludes amortization of purchased technology and intangible assets, which are fixed acquisition-related charges, and stock-based compensation. For the three and nine month periods ended April 1, 2006, adjusted net income (loss) excludes amortization of purchased technology and intangible assets and stock-based compensation. For the three and nine month periods ended April 2, 2005, adjusted net income (loss) excludes amortization of purchased technology and intangible assets. Management does not consider amortization of purchased technology and intangible assets to be part of the Company's on-going operating activities, and does not consider amortization of purchased technology and intangible assets, or stock-based compensation to be meaningful in evaluating the Company's past financial performance or future prospects. In addition, adjusted net income (loss) is a primary financial indicator that the Company's management uses to evaluate the Company's financial results and forecast anticipated financial results for future periods. Amortization of purchased technology and intangible assets relates to the amortization of identified intangible assets, such as purchased technology, customer relationships and trademarks and trade names, purchased through an acquisition. Pursuant to the Company's adoption of Statement of Financial Accounting Standards No. 123(R) "Share-Based Payments" in the first quarter of fiscal year 2006, stock-based compensation reflects the fair value of all share-based payments to employees, including stock options and stock issued under certain employee stock purchase plans. The Company's definition of adjusted net income (loss) may differ from similar measures used by other companies and may differ from period to period.

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