VA Software Reports Second Quarter Fiscal 2007 Results

EPS Reported at $0.03; 42% Year-Over-Year Increase in Media Revenue and 47% Year-Over-Year Increase in E-commerce Revenue


FREMONT, Calif., Feb. 22, 2007 (PRIME NEWSWIRE) -- VA Software Corporation (Nasdaq:LNUX), the online media, software, and e-commerce leader in community-driven Open Source innovation, today announced financial results for its second quarter of fiscal 2007, which ended January 31, 2007.

For the second quarter of fiscal 2007, revenue from continuing operations grew 28% to $18.8 million, as compared to revenue from continuing operations of $14.7 million for the second fiscal quarter of fiscal 2006. The year-over-year revenue increase was primarily due to an increase in cash advertising sales in the media business as clients continue to recognize the value of the OSTG media technology audience. In addition, ThinkGeek reported a 43% increase in number of orders shipped for the 2006 holiday season, which contributed to 47% year-over-year e-commerce revenue growth.

On a GAAP basis, the second quarter of fiscal 2007 net income from continuing operations was $1.8 million, or $0.03 per share, compared to second quarter of fiscal 2006 GAAP net income from continuing operations of $1.1 million, or $0.02 per share.

Non-GAAP net income from continuing operations for the second quarter of fiscal 2007 was $2.2 million, or $0.03 per share, compared to non-GAAP net income from continuing operations of $1.2 million, or $0.02 per share, for the second quarter of fiscal 2006. A reconciliation of net income as reported to non-GAAP income from continuing operations is included in this release.

Cash generated from operations for the quarter was $2.6 million and cash and investments balance at the end of the quarter was $57.1 million.

"VA delivered a solid quarter of growth year-over-year," said Ali Jenab, president and CEO. "Our media business continues to perform well as we execute our strategies to enhance our users' experiences with our sites while optimizing marketing opportunities for our advertising customers. Our e-commerce business executed very well this holiday season as the ThinkGeek team continued to provide new and unique products for our online consumers."

The Company also announced that it has retained Updata Capital, Inc. as a financial advisor to explore various strategic alternatives for its software division. Mr. Jenab said, "VA Software is focusing its management attention and capital on the opportunities in our core media assets. While we continue to believe in the software business model and growth strategy, we are pursuing strategic alternatives that we believe will provide the software division with the necessary focus to grow its customer base, while at the same time providing appropriate value to VA Software."

A conference call and audio webcast will be held at 2:00 p.m. PT or 5:00 p.m. ET on February 22, 2007 and may be accessed by calling (877) 407-0782 or (201) 689-8567. Replays of both the telephonic audio and audio webcasts will be available for 60 days on the company's corporate web site at www.vasoftware.com. To access an audio replay of the conference call, dial (877) 660-6853 or (201) 612-7415 referencing Replay Account: 286 - ID: 226940.

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 income (loss) and non-GAAP earnings (loss) per share exclude stock-based compensation expense and amortization of intangible assets. These non-GAAP adjustments are provided to enhance the user's overall understanding of current financial performance and prospects for the future. Specifically, VA Software believes the non-GAAP results provide useful information to both management and investors by excluding certain expenses that VA Software believes are not indicative of its core operating results. In addition, because VA Software has historically reported non-GAAP results to the investment community, VA Software 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 Software 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.

These non-GAAP financial results are derived from GAAP net income (loss) from continuing operations by excluding the amortization of intangible assets and stock-based compensation expenses. Amortization of other intangible assets is excluded from the Company's GAAP financial measures because it represents a non-cash expense that has no effect on current or future period cash flows or operations of the Company. With respect to stock-based compensation, the Company recognizes expenses associated with the granting of stock options to employees using valuation methodologies that require management to make assumptions about the Company's common stock (such as expected future stock price volatility), the anticipated duration of outstanding stock options and the rate at which the Company recognizes the corresponding stock-based compensation expense over the course of future fiscal periods. While other forms of Company expense (such as cash compensation, inventory costs and real estate lease and/or mortgage costs) are reasonably correlated to the Company's underlying business and such costs are incurred principally or wholly in the particular fiscal period being reported, stock-based compensation expense is not reasonably correlated to the particular fiscal period in question but rather is based on expected future events that have no relationship (and in certain instances, an inverse relationship) with how well the Company currently operates its business.

These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company's operations that, when viewed with our GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Company's underlying operational results and trends in our performance. Further, the Company believes that the financial analysts who regularly follow and report on the Company or sector exclude items such as these when analyzing performance relative to guidance, their financial performance estimates and the performance of other sector participants, and in projecting future financial results.

About VA Software Corporation

VA Software Corporation is the online media, software and e-commerce leader in community-driven Open Source innovation. VA Software is the parent company of OSTG, Inc. (Open Source Technology Group). For company information, visit www.vasoftware.com.

OSTG, Inc. (Open Source Technology Group) is the cornerstone of the Open Source movement and the leading online network for IT managers and development professionals. OSTG's technology-focused internet sites include SourceForge.net, Slashdot.org, ITManagersJournal.com, NewsForge.com, Linux.com and freshmeat.net. OSTG also owns ThinkGeek, Inc., the leading retailer for innovative technology products. The OSTG network serves over 32 million unique visitors a month*. For more information or to view the media kit online, visit www.ostg.com. (*Source: Google Analytics and Omniture, January 2007.)

SourceForge.net, Slashdot, freshmeat, and ThinkGeek are registered trademarks or trademarks of OSTG, Inc. in the United States and other countries. VA Software, SourceForge, and OSTG are trademarks or registered trademarks of VA Software Corporation in the United States and other countries. All other trademarks or product names are property of their respective owners.

NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations, and involve risks and uncertainties. Forward-looking statements, include statements regarding the acceptance of VA Software's online advertising programs, growth strategies and prospects for VA Software's media and software businesses, VA Software's focus on its media business and potential strategic transactions involving VA Software's software division. Actual results may differ materially from those expressed or implied in such forward-looking statements due to various factors, including: VA Software's success in designing and offering innovative online advertising programs; decreases or delays in online advertising spending; VA Software's ability to achieve and sustain higher levels of revenue; VA Software'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 Software may incur in future quarters; and competition with, and pricing pressures from larger and/or more established competitors. Investors should consult VA Software's filings with the Securities and Exchange Commission, www.sec.gov, including the risk factors sections of its Annual Report on Form 10-K for the fiscal year ended July 31, 2006, and the Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2006, for further information regarding these and other risks of VA Software's business. All forward looking statements included in this press release are based upon information available to VA Software as of the date hereof, and VA Software does not assume any obligations to update such statements or the reasons why actual results could differ materially from those projected in such statements.



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

                               Three Months Ended   Six Months Ended
                                    January 31,        January 31,
                                  2007     2006      2007       2006
                                -------   -------   -------   -------
 Online Media revenue           $ 3,827   $ 2,694   $ 7,530   $ 5,275
 E-commerce revenue              13,277     9,062    17,738    12,648
 Software revenue                 1,720     2,970     3,856     4,391
                                -------   -------   -------   -------
  Net revenue                    18,824    14,726    29,124    22,314
                                -------   -------   -------   -------

 Online Media cost of revenue     1,186       937     2,290     1,800
 E-commerce cost of revenue       9,608     6,529    13,151     9,371
 Software cost of revenue           374       311       744       587
                                -------   -------   -------   -------
  Cost of revenue                11,168     7,777    16,185    11,758
                                -------   -------   -------   -------

  Gross margin                    7,656     6,949    12,939    10,556
                                -------   -------   -------   -------

 Operating expenses:
  Sales and marketing             2,927     2,771     5,530     5,002
  Research and development        1,384     1,621     2,957     3,135
  General and administrative      2,159     1,733     4,108     3,345
  Amortization of
   intangible assets                  1         1         2         2
                                -------   -------   -------   -------
  Total operating expenses        6,471     6,126    12,597    11,484
                                -------   -------   -------   -------
 Income/(loss) from continuing
  operations                      1,185       823       342      (928)
 Interest and other income, net     591       249     1,294       527
                                -------   -------   -------   -------
  Income/(loss) from continuing
   operations                     1,776     1,072     1,636      (401)
 Income from discontinued
  operations                         --     9,431        --     9,669
                                =======   =======   =======   =======
  Net Income                    $ 1,776   $10,503   $ 1,636   $ 9,268
                                =======   =======   =======   =======

 Earnings (loss) per share from
  continuing operations:
   Basic                        $  0.03   $  0.02   $  0.02   $ (0.01)
                                =======   =======   =======   =======
   Diluted                      $  0.03   $  0.02   $  0.02   $ (0.01)
                                =======   =======   =======   =======

 Earnings per share from
  discontinued operations:
   Basic                        $    --   $  0.15   $    --   $  0.16
                                =======   =======   =======   =======
   Diluted                      $    --   $  0.15   $    --   $  0.16
                                =======   =======   =======   =======

 Earnings per share:
  Basic                         $  0.03   $  0.17   $  0.02   $  0.15
                                =======   =======   =======   =======
  Diluted                       $  0.03   $  0.17   $  0.02   $  0.15
                                =======   =======   =======   =======
 Shares used in computing
  earnings per share:
   Basic                         66,827    61,727    66,056    61,698
                                =======   =======   =======   =======
   Diluted                       69,248    62,984    68,666    62,837
                                =======   =======   =======   =======
 Reconciliation of net income
  (loss) as reported to non-GAAP
   net income (loss):
 Income/(loss) from continuing
  operations - as reported      $ 1,776   $ 1,072   $ 1,636   $  (401)

 Non cash charges:
 Stock-based compensation
  expense included in COGS           32         6        55        20
 Stock-based compensation
  expense included in Op Ex         422       144       801       349
  Amortization of intangible
  assets                              1         1         2         2
                                =======   =======   =======   =======
 Non-GAAP income (loss) from
  continuing operations         $ 2,231   $ 1,223   $ 2,494   $   (30)
                                =======   =======   =======   =======
 Non-GAAP earnings per
  share amounts:
   Basic                        $  0.03   $  0.02   $  0.04   $    --
                                =======   =======   =======   =======
   Diluted                      $  0.03   $  0.02   $  0.04   $    --
                                =======   =======   =======   =======
 Shares used in computing
  non-GAAP per share amounts:
   Basic                         66,827    61,727    66,056    61,698
                                =======   =======   =======   =======
   Diluted                       69,248    62,984    68,666    62,837
                                =======   =======   =======   =======


                             VA Software Corporation
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)

                                               January 31,    July 31,
                 ASSETS                           2007         2006
                                               ----------   ----------
 Current assets:

  Cash, cash equivalents and short-term
   investments                                  $  51,115    $  51,891
  Accounts receivable, net                          5,807        5,398
  Inventories                                       2,462        1,091
  Prepaid expenses and other current
   assets                                           1,583        1,026
                                                ---------    ---------
  Total current assets                             60,967       59,406
 Property and equipment, net                        1,232          627
 Long-term investments, including
  long-term restricted cash                         5,972        2,152
 Other assets                                       1,005        1,027
                                                ---------    ---------
 Total assets                                   $  69,176    $ 63,212
                                                ---------    ---------

               LIABILITIES AND STOCKHOLDERS' EQUITY


 Current liabilities:

  Accounts payable                              $   2,219    $   1,172
  Accrued restructuring liabilities                 1,593        1,592
  Deferred revenue, current portion                 2,357        2,320
  Accrued liabilities and other                     3,098        3,057
                                                ---------    ---------
  Total current liabilities                         9,267        8,141
 Accrued restructuring liabilities, net
  of current portion                                3,718        4,515
 Other long-term liabilities                        1,097        1,178
                                                ---------    ---------
 Total liabilities                                 14,082       13,834
                                                ---------    ---------

 Stockholders' equity:

  Common stock                                         68           65
  Additional paid-in capital                      794,504      790,433
  Accumulated other comprehensive gain                (19)         (25)
  Accumulated deficit                            (739,459)    (741,095)
                                                ---------    ---------
  Total stockholders' equity                       55,094       49,378
                                                ---------    ---------
 Total liabilities and stockholders'
  equity                                        $  69,176    $  63,212
                                                ---------    ---------


            

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