OPNET Announces Financial Results for Second Quarter of Fiscal 2010

December Dividend Set at $0.09 Per Share


BETHESDA, Md., Oct. 29, 2009 (GLOBE NEWSWIRE) -- OPNET Technologies, Inc. (Nasdaq:OPNT), a leading provider of solutions for managing networks and applications, today announced that revenue for the second fiscal quarter, ended September 30, 2009, was $30.6 million, compared to $32.4 million for the same quarter in the prior fiscal year. Diluted earnings per share for the second quarter of fiscal 2010 were $0.07, compared to $0.10 for the same quarter in the prior fiscal year. The Company also announced today a quarterly dividend of $0.09 per share, consistent with the Company's fiscal 2010 annual dividend target of $0.36, payable on December 30, 2009 to shareholders of record as of December 15, 2009.

Marc A. Cohen, OPNET's Chairman and CEO, stated, "We are very pleased to report strong sequential improvement in both license revenue and profitability. License revenue grew 30.9%, or $2.8 million over last quarter, and operating margin grew from negative 2.3% to positive 7.2% over last quarter. We also ended the quarter with record deferred revenue of $34.9 million. While we have seen a loosening up of budgets and more normal buying patterns compared to the June quarter, concerns about the longer term recovery continue to put pressure on purchase decisions. As expected, Q2 was a strong federal government quarter as a result of fiscal year-end spending."

Mr. Cohen continued, "Overall we saw a significant improvement in deal closure rates. Application performance management (APM) continues to be a growth area for the Company, and hit a new record in license bookings. Also in Q2, we released ACE Live VMon, a new APM solution that extends real time performance monitoring and troubleshooting into virtualized environments. We believe that our end-to-end APM solutions which cover networks, applications, and systems provide us with a significant competitive advantage that will drive market share growth, and even more so in an environment where businesses are looking to consolidate and reduce costs. Provided the economy continues to improve, we believe that our positioning will generate sustained license revenue growth and profitability."

The Company's second quarter fiscal 2010 financial results are presented below. The non-GAAP results exclude the income statement effects of stock-based compensation and acquisition-related amortization of intangible assets. A reconciliation of GAAP results to non-GAAP results has been provided in the financial statement table following the text of the press release. For further information, please refer to the section of the press release titled "Use of Non-GAAP Measures."

GAAP Financial Highlights for the Second Quarter of Fiscal 2010:



 * Total revenue decreased year-over-year 5.3% to $30.6 million
   from $32.4 million for the same quarter of fiscal 2009.  Total
   revenue for the quarter increased sequentially 10.5% from
   $27.7 million for the first quarter of fiscal 2010.
 * License revenue decreased year-over-year by 16.7% to
   $11.7 million from $14.0 million for the same quarter of fiscal
   2009.  License revenue for the quarter increased sequentially
   30.9% from $8.9 million for the first quarter of fiscal 2010.
 * Deferred revenue increased to a record $34.9 million at quarter
   end, a 17.7% increase year-over-year from $29.7 million at the
   end of the same quarter of fiscal 2009 and a 5.1% increase
   sequentially from $33.2 million at the end of the first quarter
   of fiscal 2010.
 * Gross margin decreased year-over-year to 74.7% from 75.8% for
   the same quarter of fiscal 2009.  Gross margin increased
   sequentially from 71.9% in the first quarter of fiscal 2010.
 * Operating margin decreased year-over-year to 7.2% from 9.6% for
   the same quarter of fiscal 2009.  Operating margin increased
   sequentially from negative 2.3% in the first quarter of fiscal
   2010.
 * Earnings per share decreased year-over-year to $0.07 from $0.10
   for the same quarter of fiscal 2009.  Earnings per share
   increased sequentially from a loss of $0.02 in the first quarter
   of fiscal 2010.

Non-GAAP Financial Highlights for the Second Quarter of Fiscal 2010:



 * Non-GAAP gross margin decreased year-over-year to 76.3% from
   77.7% for the same quarter of fiscal 2009.  Non-GAAP gross
   margin increased sequentially from 73.6% in the first quarter of
   fiscal 2010.
 * Non-GAAP operating margin decreased year-over-year to 9.8% from
   13.0% for the same quarter of fiscal 2009.  Non-GAAP operating
   margin increased sequentially from 1.0% in the first quarter of
   fiscal 2010.
 * Non-GAAP earnings per share decreased year-over-year to $0.09
   from $0.13 for the same quarter of fiscal 2009.  Non-GAAP
   earnings per share increased sequentially from $0.01 in the
   first quarter of fiscal 2010.

Third Quarter Fiscal Year 2010 Financial Outlook

OPNET currently expects fiscal 2010 third quarter GAAP revenue to be between $30.5 million and $32.5 million, and GAAP diluted earnings per share to be between $0.03 and $0.09. These estimates represent management's current expectations about the Company's future financial performance, based on information available at this time.

OPNET will hold an investor conference call on Thursday, October 29, 2009 at 5:00 pm Eastern Time to review financial results for the second quarter of fiscal 2010.

To listen to the OPNET investor conference call:



 * Call 888-352-6795 in the U.S. or 719-867-0353 for international
   callers, or
 * Use the webcast at www.opnet.com.  Investors are advised to go
   to the web site at least 15 minutes early to register, download,
   and install any necessary audio software.

To listen to the archived call:



 * Call the replay phone number at 888-203-1112 or 719-457-0820 for
   international callers. For replay, enter passcode # 5524020.
   The replay will be available from 7:00 pm Eastern Time
   October 29th through 11:59 pm Eastern Time November 4th.
 * The webcast will be available at www.opnet.com, archived for
   seven days.

Use of Non-GAAP Measures

OPNET uses a variety of financial measures that are not in accordance with generally accepted accounting principles, or GAAP, as supplemental measures to GAAP to evaluate its operational performance. These financial measures, which include non-GAAP gross profit, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP diluted earnings per share, exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. A detailed explanation of each of the adjustments to such financial measures is described below. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is also included below.

Management uses non-GAAP financial measures (a) to evaluate OPNET's historical and prospective financial performance as well as its performance relative to its competitors, and (b) to measure operational profitability and the accuracy of forecasting. In addition, many financial analysts who follow OPNET focus on and publish both historical results and future projections based on non-GAAP financial measures. OPNET believes that it is in the best interest of its investors to provide this information to analysts so that they accurately report the non-GAAP financial information. Moreover, investors have historically requested these non-GAAP financial measures as a means of providing consistent and comparable information with past reports of financial results.

While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of OPNET's competitors and may not be directly comparable to similarly titled measures of OPNET's competitors due to potential differences in the exact method of calculation. OPNET compensates for these limitations by using these non-GAAP financial measures only as supplements to GAAP financial measures and by providing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.

The adjustments we use to derive these non-GAAP financial measures, and the basis for such adjustments, are outlined below:

Amortization of intangibles and its related tax impact. OPNET incurs amortization of intangibles related to various acquisitions it has made in recent years. This amortization is included in the following line items of its GAAP presentation:



 * cost of revenue -- amortization of acquired technology and
   customer relationships
 * operating expenses -- research and development

Management excludes these expenses and their related tax impact for the purpose of calculating non-GAAP operating income, non-GAAP gross profit, non-GAAP operating margin, non-GAAP net income and non-GAAP diluted earnings per share when it evaluates the continuing operational performance of OPNET because these costs are fixed at the time of an acquisition, are then amortized over a period of three to five years after the acquisition and generally cannot be changed or influenced by management after the acquisition. Accordingly, management does not consider these expenses for purposes of evaluating the performance of OPNET during the applicable time period after a given acquisition, and it excludes such expenses when evaluating OPNET's financial performance.

Stock-based compensation expense and its related tax impact. OPNET incurs expense related to stock-based compensation, which is included in the following line items of its GAAP presentation:



 * cost of revenue -- software license updates, technical support
   and services
 * cost of revenue -- professional services
 * operating expenses -- research and development
 * operating expenses -- sales and marketing
 * operating expenses -- general and administrative

Although stock-based compensation is an expense of OPNET and is viewed as a form of compensation, management excludes these expenses for the purpose of calculating non-GAAP operating income, non-GAAP gross profit, non-GAAP operating margin, non-GAAP net income and non-GAAP diluted earnings per share when it evaluates the continuing operational performance of OPNET. Specifically, OPNET excludes stock-based compensation during its quarterly and annual assessments of OPNET's and management's performance. In evaluating the performance of senior management, stock-based compensation is excluded from expenditure and profitability results.

Diluted weighted average common shares outstanding. Non-GAAP diluted net (loss) income per common share reflects the elimination of amortization of intangibles, stock-based compensation expense and the related tax impacts, all as discussed above. In addition, in cases in which the non-GAAP net (loss) income changes from negative to positive when compared to the GAAP net (loss) income, or vice versa, the non-GAAP per-share calculation also gives effect to an adjustment to the number of diluted weighted average common shares outstanding reflecting the application of the treasury method and the fact that shares previously considered anti-dilutive would now be considered dilutive, or vice versa.

About OPNET Technologies, Inc.

Founded in 1986, OPNET Technologies, Inc. (Nasdaq:OPNT) is a leading provider of solutions for managing networks and applications. For more information about OPNET and its products, visit www.opnet.com.

OPNET and OPNET Technologies, Inc. are trademarks of OPNET Technologies, Inc. All other trademarks are the property of their respective owners.

Statements in this press release that are not purely historical facts may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. OPNET Technologies, Inc. ("OPNET") assumes no obligation to update statements. Forward-looking statements, including statements regarding our ability to grow market share and increase revenue and statements concerning expected revenue and earnings per share for the third quarter of fiscal 2010, are predictions based upon information available to OPNET as of the date of this press release and involve risks and uncertainties; therefore, actual events or results may differ materially. Factors that may cause OPNET's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements include, among others, those factors listed under the caption "Risk Factors" in OPNET's Annual Report on Form 10-K for the fiscal year ended March 31, 2009, as filed with the Securities and Exchange Commission on June 5, 2009 and OPNET's most recently filed Quarterly Report on Form 10Q . The risk factors set forth in the Company's Form 10-K and most recent Form 10Q under the caption "Risk Factors" are specifically incorporated by reference into this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Note to editors: The word OPNET is spelled with all upper-case letters.



                       OPNET TECHNOLOGIES, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (in thousands, except per share data)
                             (unaudited)

                                Three Months Ended    Six Months Ended
                                   September 30,       September 30,
                                ------------------  ------------------
                                  2009      2008      2009      2008
                                --------  --------  --------  --------

 Revenue:
  New software licenses         $ 11,672  $ 14,011  $ 20,586  $ 26,947
  Software license updates,
   technical support, and
   services                       11,653    11,215    22,953    20,956
  Professional services            7,303     7,132    14,816    14,549
                                --------  --------  --------  --------
   Total revenue                  30,628    32,358    58,355    62,452
                                --------  --------  --------  --------

 Cost of revenue:
  New software licenses            1,238       547     2,344     1,176
  Software license updates,
   technical support, and
   services                        1,176     1,152     2,403     2,273
  Professional services            4,857     5,554     9,888    11,081
  Amortization of acquired
   technology and customer
   relationships                     481       578       917     1,157
                                --------  --------  --------  --------
   Total cost of revenue           7,752     7,831    15,552    15,687
                                --------  --------  --------  --------

 Gross profit                     22,876    24,527    42,803    46,765
                                --------  --------  --------  --------

 Operating expenses:
  Research and development         7,681     8,181    15,567    15,704
  Sales and marketing             10,038     9,989    20,341    20,924
  General and administrative       2,954     3,236     5,316     6,071
                                --------  --------  --------  --------
   Total operating expenses       20,673    21,406    41,224    42,699
                                --------  --------  --------  --------

 Income from operations            2,203     3,121     1,579     4,066
 Interest and other (expense)
  income, net                        (56)      370        12       795
                                --------  --------  --------  --------
 Income before provision for
  income taxes                     2,147     3,491     1,591     4,861
 Provision for income taxes          614     1,457       416     2,020
                                --------  --------  --------  --------
 Net income                     $  1,533  $  2,034  $  1,175  $  2,841
                                ========  ========  ========  ========

 Basic net income per common
  share                         $   0.07  $   0.10  $   0.06  $   0.14
                                ========  ========  ========  ========
 Diluted net income per common
  share                         $   0.07  $   0.10  $   0.06  $   0.14
                                ========  ========  ========  ========
 Basic weighted average common
  shares outstanding              20,535    20,294    20,507    20,272
                                ========  ========  ========  ========
 Diluted weighted average common
  shares outstanding              20,733    20,635    20,684    20,530
                                ========  ========  ========  ========


                       OPNET TECHNOLOGIES, INC.
              RECONCILIATION OF GAAP TO NON-GAAP INCOME
                (in thousands, except per share data)
                             (unaudited)

                                                               Three
                                                               Months
                                          Three Months Ended   Ended
                                             September 30,    June 30,
                                          ------------------  --------
                                            2009      2008      2009
                                          --------  --------  --------


 GAAP gross profit                        $ 22,876  $ 24,527  $ 19,927
  Stock-based compensation expense
   included in cost of revenue                  27        36        39
  Amortization of intangibles included in
   cost of revenue                             481       578       436
                                          --------  --------  --------
 Non-GAAP gross profit                    $ 23,384  $ 25,141  $ 20,402
                                          ========  ========  ========

 GAAP income (loss) from operations       $  2,203  $  3,121  $   (624)
  Stock-based compensation expense - total
   (included in cost of revenue and in
   operating expenses)                         281       410       427
  Amortization of intangibles  -- total
   (included in cost of revenue and in
   research and development expenses)          531       662       486
                                          --------  --------  --------
 Non-GAAP income from operations          $  3,015  $  4,193  $    289
                                          ========  ========  ========

 GAAP net income  (loss)                  $  1,533  $  2,034  $   (359)
  Stock-based compensation expense --
   total                                       281       410       427
  Amortization of intangibles -- total         531       662       486
  Provision for income tax(1)                 (569)     (368)     (340)
                                          --------  --------  --------
 Non-GAAP net income                      $  1,776  $  2,738  $    214
                                          ========  ========  ========

 Diluted net income (loss) per common
  share:
 GAAP                                     $   0.07  $   0.10  $  (0.02)
                                          ========  ========  ========
 Non-GAAP                                 $   0.09  $   0.13  $   0.01
                                          ========  ========  ========

 Diluted weighted average common shares
  outstanding
 GAAP                                       20,733    20,635    20,448
                                          ========  ========  ========
 Non-GAAP                                   20,733    20,635    20,606
                                          ========  ========  ========

 (1) Reflects the tax effect of non-GAAP adjustments above at the
     statutory rate of 40%


                       OPNET TECHNOLOGIES, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS
                (in thousands, except per share data)
                             (unaudited)

                                                  Sept. 30,  March 31,
                                                  ---------  ---------
                                                    2009       2009
                                                  ---------  ---------
                     ASSETS
 Current assets:
  Cash and cash equivalents                       $  89,492  $  90,990
  Marketable securities                                  --        999
  Accounts receivable, net                           28,238     24,086
  Unbilled accounts receivable                        5,413      5,476
  Inventory                                           1,513        722
  Deferred income taxes, prepaid expenses and
   other current assets                               4,222      4,043
                                                  ---------  ---------
   Total current assets                             128,878    126,316
                                                  ---------  ---------

 Property and equipment, net                         13,415     13,984
 Intangible assets, net                               6,077      6,193
 Goodwill                                            14,639     14,639
 Deferred income taxes and other assets               4,054      4,932
                                                  ---------  ---------
   Total assets                                   $ 167,063  $ 166,064
                                                  =========  =========

      LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
  Accounts payable                                $     722  $     485
  Accrued liabilities                                11,192     11,561
  Other income taxes                                    975        849
  Deferred rent                                         437        364

  Deferred revenue                                   31,550     30,223
                                                  ---------  ---------
   Total current liabilities                         44,876     43,482
                                                  ---------  ---------

 Accrued liabilities                                     68         69
 Deferred rent                                        2,330      2,571
 Deferred revenue                                     3,343      2,910
 Other income taxes                                     597        527
                                                  ---------  ---------
   Total liabilities                                 51,214     49,559
                                                  ---------  ---------

 Stockholders' equity:
  Common stock                                           28         28
  Additional paid-in capital                         94,732     93,292
  Retained earnings                                  37,018     39,570
  Accumulated other comprehensive loss                 (560)    (1,171)
  Treasury stock, at cost                           (15,369)   (15,214)
                                                  ---------  ---------
   Total stockholders' equity                       115,849    116,505
                                                  ---------  ---------
   Total liabilities and stockholders' equity     $ 167,063  $ 166,064
                                                  =========  =========


            

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