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VA Software Reports Fourth Quarter And Fiscal Year 2005 Results
August 30, 2005

Fiscal year software revenue grows 51% year-over-year

FREMONT, CA-August 30, 2005-VA Software Corporation (Nasdaq: LNUX), a leading provider of software, information and community support for IT and development professionals, today announced financial results for its fourth quarter and fiscal year 2005, ended July 31, 2005.

Total fourth quarter fiscal 2005 revenue grew to $8.4 million, compared to fourth quarter fiscal 2004 total revenue of $7.3 million. Software revenue increased 34% to $2.2 million in fourth quarter fiscal 2005 from $1.6 million in fourth quarter fiscal 2004. For the year ending July 31, 2005, total revenue grew to $32.9 million, compared to $29.3 million for the year ending July 31, 2004, while software revenue grew 51% to $7.6 million for the year ending July 31, 2005 compared to $5.0 million for the year ending July 31, 2004.

On a GAAP basis, the fourth quarter fiscal 2005 net loss was $1.0 million, or $0.02 per share, compared to last year’s fourth quarter fiscal 2004 GAAP net loss of $0.9 million, or $0.01 per share. For the year ended July 31, 2005, the company’s GAAP net loss was $4.7 million, or $0.08 per share, compared to $7.6 million, or $0.13 per share, for the year ended July 31, 2004.

As specified in the attached reconciliation of net loss as reported to pro forma net loss, the fourth quarter fiscal 2005 net loss was $0.9 million, or $0.01 per share, compared to the fourth quarter fiscal 2004 net loss of $0.9 million, or $0.01 per share. The fiscal 2005 net loss before non-recurring charges was $4.7 million, or $0.08 per share, compared to fiscal 2004 net loss before non-recurring charges of $6.0 million, or $0.10 per share. Cash and investments remain strong at $39.4 million as of July 31, 2005.

“We are pleased with our performance this quarter. Our software revenue grew by 34% year-over-year as we saw new and current customers purchase more seats. Our media sales team is fully staffed as we enter the first quarter of FY 06. Our gross margin improved and our reported loss was comparable to last year despite an expense of $0.9 million for Sarbanes Oxley compliance-relatedexpense that impacted the quarter,” said Ali Jenab, president and CEO. “We are excited about our prospects for FY 06. The new version of SourceForge Enterprise Edition released in April 2005 is a much stronger collaborative tool that meets the needs of enterprises. We are making significant improvements to SourceForge.net that will benefit both the user community as well as the advertisers reaching out to that community. Our other media properties offer solutions that meld advertiser branding with site editorial. We enter fiscal 2006 with these product improvements and strong sales pipelines.”

A conference call to review results will be held at 5:00 pm (Eastern) today. The call may be accessed via webcast at http://www.vasoftware.comor by dialing (800) 862-9098 or (785) 424-1051. A replay of the call will be available for 30 days by dialing (888) 562-0857 or (402) 220-7341.

Recent Highlights

  • Customers.Through the fourth quarter of fiscal 2005, VA Software has sold the SourceForge solution to a total of 130 customers. During the quarter, Applied Biosystems, British Telecom, Aeroflex, Doner Advertising and E*Trade were added to the installed base. In addition, existing customers including Los Alamos National Laboratories, ETAS, Eli Lilly, Hewlett Packard and Metasolv purchased additional SourceForge licenses or services.
  • SourceForge® Enterprise Editionadded in-depth, out-of-the-box integration with Perforce, the Fast Software Configuration Management System, as well as a new, simplified SCM Adapter that enables other Software Configuration Management (SCM) tools to be rapidly integrated with SourceForge Enterprise Edition. SourceForge Enterprise Edition also supports out-of-the-box integration with CVS and Subversion.
  • SourceForge.net.In order to improve the user experience on SourceForge.net and offer new opportunities to advertisers, OSTG commenced a re-architecture of SourceForge.net, the world’s leading development and download repository of open source code and applications. OSTG also launched Eclipse.TechForge.com, a community site focused on the Eclipse Open Source platform, plug-ins and associated technology from SourceForge.net. TechForge channels provide IT professionals and developers with in-depth resources and information about specific vertical technologies. SourceForge.net now offers “Real time Statistics,” which allows site subscribers to view traffic statistics with hourly granularity for the past 48 hours. SourceForge.net’s new Advanced Search service includes Boolean searching, pervasive search and near-real time search data updates.
  • OSTG.In an effort to better meet the needs of advertisers and provide the community with better navigation, OSTG introduced a new and innovative marketing program that provides advertisers and visitors with a contextually relevant content integration program. OSTG’s latest Integrated Marketing Solutions include SourceForge.net category sponsorships. Integrated into site navigation, this program enables vendors to create awareness, consideration and adoption of their products and services in a targeted environment. Limited to three sponsors per category, this program provides significant share of voice for advertisers in their desired technology category.

    The OSTG network as a whole serves more than 290 million page views and nearly 19 million unique visitors monthly.* This ranks OSTG among the top technology networks both in terms of size and purchasing power. Advertisers and sponsors of the network include Microsoft, Vonage, AMD, Rackspace, IBM, HP and Sun Microsystems.

Use of Non–GAAP Financial Information

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, VA Software uses non-GAAP financial results. Non-GAAP net loss and loss per share exclude amortization of intangible assets and deferred stock compensation, as well as restructuring costs and other special charges. These non-GAAP adjustments are provided to enhance the user’s overall understanding of current financial performance and prospects for the future. Specifically, VA believes the non-GAAP results provide useful information to both management and investors by excluding certain unusual expenses that VA believes are not indicative of core operating results. In addition, because VA has historically reported non-GAAP results to the investment community, VA believes the inclusion of non-GAAP numbers provides consistency in financial reporting. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting in future periods. The method VA uses to produce non-GAAP results is not computed according to GAAP, is likely to differ from the methods used by other companies and should not be regarded as a substitute for results prepared in accordance with accounting principles generally accepted in the United States.

About VA Software

VA Software (Nasdaq: LNUX) is at the center of today’s technology revolution and incites innovation by empowering the IT and developer communities with information, community support and software. VA Software is the parent company of OSTG (Open Source Technology Group), and the creator of SourceForge. SourceForge.net is the global nexus for the Open Source community with more than 100,000 Open Source projects and over 1 million registered users. SourceForge Enterprise Edition optimizes distributed development for Fortune 500 companies.

OSTG, the cornerstone of the Open Source movement, is the leading online network for IT managers and development professionals. OSTG technology-focused sites include Slashdot.org, SourceForge.net, ITManagersJournal.com, NewsForge.com, Linux.com and freshmeat.net. OSTG also runs ThinkGeek.com, an online retailer of technology products, and the MediaBuilder network, featuring AnimationFactory.com. OSTG receives more than 290 million page views and nearly 19 million unique visitors monthly.

For more information about VA Software, visit www.vasoftware.com. For more information about OSTG, visit www.ostg.com.

 

Note Regarding Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding our business and sales pipeline, our prospects for our fiscal year 2006, expected benefits of the latest version of SourceForge Enterprise Edition, and the ongoing improvements to SourceForge.net, withexpected benefits therefrom. Actual results may differ materially from those expressed or implied in such forward-looking statements due to various factors, including: VA’s success in expanding its SourceForge enterprise software business; the size and timing of execution of enterprise-level licenses; VA’s reliance upon strategic relationships with other companies; VA’s success in designing and offering inovative online advertising programs; decreases or delays in online advertising spending; VA’s ability to achieve and sustain higher levels of revenue; VA’s ability to protect and defend its intellectual property rights; rapid technological and market change; future guidelines and interpretations regarding software revenue recognition; unforeseen expenses that VA may incur in future quarters; and competition with, and pricing pressures from more established competitors. Investors should consult VA’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended July 31, 2004 and Form 10-Q for the fiscal quarter ended April 30, 2005, for further information regarding these and the other risks of the Company’s business. These documents are available at the SEC Web sitewww.sec.gov. VA assumes no obligation to update the forward-looking information contained in this news release.

Note to editors: VA Software, SourceForge and OSTG are trademarks or registered trademarks of VA Software Corporation in the United States and other countries. SourceForge.net, Slashdot and freshmeat are registered trademarks of OSTG, Inc., in the United States and other countries. ThinkGeek is a registered trademark of ThinkGeek, Inc., in the United States and other countries. All other trademarks are property of their respective owners.

* Publisher’s own data based on internal traffic audits

Contact:

Investor Relations
VA Software Corp
(510) 687–8731
[email protected]

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

  Three Months Ended Year Ended
  July 31, 2005 July 31, 2004 July 31, 2005 July 31, 2004
  
Software revenues $ 2,175 $ 1,618 $ 7,555 $ 4,995
Online Media revenues 2,221 2,666 8,130 9,728
E-commerce revenues 3,383 2,527 14,918 12,567
Online Images revenues 572 506 2,284 1,922
Other revenues 49
    Net Revenues 8,351 7,317 32,887 29,261
 
Software cost of revenues 254 364 1,028 1,860
Online Media cost of revenues 811 780 3,320 2,969
E-Commerce cost of revenues 2,548 2,197 11,591 10,225
Online Images cost of revenues 109 131 495 495
Other cost of revenues (12) (12)
    Cost of revenues 3,722 3,460 16,434 15,537
    Gross margin 4,629 3,857 16,453 13,724
 
Operating Expenses:
    Sales and marketing 2,514 2,470 10,060 10,093
    Research and development 1,481 1,522 6,122 6,732
    General and administrative 1,792 893 5,925 4,665
    Restructuring costs and other special charges (101) 3,209
    Amortization of deferred stock compensation 20
    Amortization of intangible assets 1 3 12 12
       Total operating expenses 5,788 4,888 22,018 24,731
Loss from operations (1,159) (1,031) (5,565) (11,007)
Remeasurement of warrant liability 1,566
Interest and other, net 159 170 871 1,801
Net Loss $ (1,000) $ (861) $ (4,694) $ (7,640)
  
Basic and diluted net loss per share $ (0.02) $ (0.01) $ (0.08) $ (0.13)
 
Weighted-average shares outstanding:
Basic and diluted 61,586 61,141 61,454 59,684
 

Reconciliation of net loss as reported to pro forma net loss:

  Three Months Ended Year Ended
  July 31, 2005 July 31, 2004 July 31, 2005 July 31, 2004
  
Net loss as reported $ (1,000) $ (861) $ (4,694) $ (7,640)
Non recurring charges:    
    Restructuring cost and other special charges (12) (101) 3,197
    Amortization of deferred stock compensation 20
    Amortization of intangible assets 1 3 12 12
    Impairment of goodwill and intangible assets and other long-term assets 87 87
    Remeasurement of warrant liability (1,566)
Pro forma net loss$ (912)$ (870)$ (4,696)$ (5,977)
 
Basic and diluted net loss per share – pro forma $ (0.01) $ (0.01) $ (0.08) $ (0.10)
 
Weighted–average shares outstanding:
Basic and diluted 61,586 61,141 61,454 59,684
 

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

  July 31, 2005 July 31, 2004
ASSETS
Current Assets:
    Cash, cash equivalents and short-term investments $ 36,614 $ 28,559
    Accounts receivable, net 4,306 3,909
    Inventories 773 1,069
    Prepaid expenses and other assets 1,014 1,046
        Total current assets 42,707 34,583
Long-term investments and long-term restricted cash 2,806 16,933
Property and equipment, net 736 1,208
Other assets 1,132 955
Total assets $ 47,381 $ 53,679
  
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
    Accounts payable $ 1,574 $ 1,674
    Accrued restructuring liabilities 1,748 3,440
    Deferred revenue 2,134 1,750
    Accrued liabilities and other 2,882 1,853
       Total current liabilities 8,338 8,717
Accrued restructuring liabilities, net of current portion 6,107 7,843
Other long-term liabilities 1,271 1,349
Total liabilities 15,716 17,909
 
Stockholders’ equity:
    Common stock 62 62
    Additional paid-in capital 783,891 783,242
    Accumulated other comprehensive gain (231) (171)
    Accumulated deficit (752,057) (747,363)
       Total stockholders’ equity 31,665 35,770
Total liabilities and stockholders’ equity $ 47,381 $ 53,679