SY Sybase, Inc.

Sybase, Inc. (NYSE: SY), an industry leader in enterprise and mobile software, today reported financial results for the second quarter ended June 30, 2010.

Highlights

• Historical second quarter records achieved in total revenue, operating income, operating margin, net income, and EPS
• Total revenue up 9% year over year
• Mobile software license revenue increased 12%
• Messaging revenue increased 24%
• GAAP operating income up 17% to $74.3 million, representing operating margin of 25%
• Non-GAAP operating income up 17% to $91.2 million, representing operating margin of 30%
• GAAP EPS up 19% to $0.51; non-GAAP EPS up 18% to $0.66

2010 Second Quarter Results

Total revenue for the second quarter of 2010 grew 9% to $302.0 million, compared to $278.0 million in the second quarter of 2009. License revenue grew 6% to $100.1 million, compared to $94.1 million in the second quarter of 2009. Services revenue grew 5% to $147.2 million, and messaging revenue grew 24% to $54.8 million in the second quarter of 2010.

Operating income calculated in accordance with generally accepted accounting principles (GAAP) for the second quarter increased 17% year over year to $74.3 million, representing an operating margin of 25%.

For the quarter, GAAP net income grew 20% year over year to $45.3 million. GAAP earnings per diluted share (EPS) grew 19% year over year to $0.51.

Non-GAAP operating income for the second quarter of 2010 increased 17% year over year to $91.2 million, representing a 30% operating margin.

Non-GAAP net income for the second quarter grew 20% year over year to $59.1 million. Non-GAAP EPS grew 18% year over year to $0.66.

Non-GAAP amounts exclude the amortization of certain purchased intangibles, stock-based compensation, restructuring costs, charges related to the impairment of auction rate securities, imputed interest related to our convertible debt, gains or losses on assets held for employees in a deferred compensation plan, transaction costs relating to the pending tender offer from a subsidiary of SAP America, Inc. to purchase all of our outstanding stock, and the tax effect of these and related items.

Accompanying this release is a reconciliation from GAAP to non-GAAP amounts for the second quarter of 2010 and the comparable prior-year period.

"We are very pleased to deliver another record quarter, including historical second-quarter highs in revenue, operating margins, and earnings,” stated Chairman, CEO and President of Sybase John Chen.

“Our consistently strong financial performance demonstrates Sybase’s market leadership, validates our Unwired Enterprise vision, and reflects the compelling market opportunities that exist in enterprise mobility and analytics.”

“Our success would not have been possible without the hard work from Sybase employees, the trusted relationships with customers and partners, and the support of the financial community. We are proud of the ongoing product innovation delivered to customers and the long-term value delivered to our shareholders. We thank all of our stakeholders for their dedication and commitment to Sybase,” concluded Mr. Chen.

Pending Tender Offer

In light of the pending tender offer from Sheffield Acquisition Corp., a wholly owned subsidiary of SAP America, Inc., to purchase all of Sybase's common stock for $65 per share, the company will not hold a conference call to discuss the second quarter results.

About Sybase, Inc.

Sybase is an industry leader in delivering enterprise and mobile software to manage, analyze and mobilize information. We are recognized globally as the performance leader, proven in the most data-intensive industries and across all systems, networks and devices. Our information management, analytics and enterprise mobility solutions have powered the world’s most mission-critical systems in financial services, telecommunications, manufacturing and government. For more information, visit http://www.sybase.com. Read Sybase blogs: http://blogs.sybase.com.

Note Regarding Non-GAAP Financial Measures

In addition to our GAAP results, Sybase discloses adjusted operating income, net income and net income per share, referred to respectively as “non-GAAP operating income,” “non-GAAP net income,” and “non-GAAP net income per diluted share.” These items, which are collectively referred to as “Non-GAAP Measures,” exclude the impact of stock-based compensation, the amortization of acquisition-related intangible assets, restructuring costs, non-cash charges related to the impairment of auction rate securities (“ARS”), the imputed interest expense on our convertible notes, gains or losses on assets held for employees in a deferred compensation plan, transaction costs relating to the pending tender offer from a subsidiary of SAP America, Inc. to purchase all of our outstanding stock (“Tender Offer costs”), and the tax effect of these and related items. From time to time, subject to the review and approval of the audit committee of the Board of Directors, we may make other adjustments for expenses and gains that we do not consider reflective of core operating performance in a particular period and may modify the Non-GAAP Measures by excluding these expenses and gains.

We define our core operating performance to be the revenues recorded in a particular period and the expenses incurred within that period which management has the capability of directly affecting in order to drive operating income. Non-cash stock-based compensation, amortization of acquisition-related intangible assets, restructuring charges, impairment charges to our ARS, the imputed interest expense on our convertible notes, Tender Offer costs, and gains or losses on assets held for employees in a deferred compensation plan are excluded from our core operating performance because the decisions which gave rise to these expenses were not made to drive revenue in a particular period, but rather were made for our long-term benefit over multiple periods. While strategic decisions, such as the decisions to issue stock-based compensation, to acquire a company or to restructure the organization, are made to further our long-term strategic objectives and do impact our income statement under GAAP, these items affect multiple periods and management is not able to change or affect these items within any particular period. As such, supplementing GAAP disclosure with non-GAAP disclosure using the Non-GAAP Measures provides management with an additional view of operational performance by excluding expenses that are not directly related to performance in any particular period. Therefore, we exclude these impacts in our planning, monitoring, evaluation and reporting of our underlying revenue-generating operations for a particular period.

Prior to the adoption of Financial Accounting Standards Board Statement 123 Revised “Share-based Payment” (“FAS 123R”) on January 1, 2006, our practice was to exclude stock-based compensation internally to evaluate performance and we presented investors with certain Non-GAAP Measures. With the adoption of FAS 123R, we continue to believe that Non-GAAP Measures can provide relevant disclosure to investors as contemplated by Staff Accounting Bulletin 107 (“SAB 107”) and we have presented Non-GAAP Measures that exclude stock-based compensation, amortization of acquisition-related intangible assets, impairment charges to ARS, imputed interest expense, restructuring costs, gains or losses on assets held for employees in a deferred compensation plan and the related tax effects. While these items (other than restructuring) are recurring and affect GAAP net income, we do not use them to assess our operational performance for any particular period because (a) these items affect multiple periods and are unrelated to business performance in a particular period; (b) we are not able to change these items in any particular period; and (c) these items do not contribute to the operational performance of our business for any particular period.

We also use Non-GAAP Measures to operate the business because the excluded expenses are not under the control of, and accordingly are not used in evaluating the performance of, operations personnel within their respective areas of responsibility. In the case of stock-based compensation expense, the award of stock options is governed by the stock committee of the Board of Directors and, in the case of acquisition-related intangible assets, acquisitions arise from strategic decisions which are not the responsibility of most levels of operational management. The restructuring charges, like our stock-based compensation charges, amortization of acquisition-related intangible assets, and write-downs to ARS, the imputed interest expense on our convertible notes, Tender Offer costs, and gains or losses on assets held for employees in a deferred compensation plan, are excluded in management’s internal evaluations of our operating results and are not considered for management compensation purposes.

In the case of stock-based compensation, our compensation strategy is to use stock-based compensation to attract and retain key employees and executives. It is principally aimed at long term employee retention, rather than to motivate or reward operational performance for any particular period. Thus, stock-based compensation expense varies for reasons that are generally unrelated to operational performance in any particular period. We use annual cash incentive payouts for executives and other employees to motivate and reward the achievement of short-term operational objectives.

We view amortization of acquisition-related intangible assets, such as the amortization of an acquired company’s research and development efforts, customer lists and customer relationships, as items arising from pre-acquisition activities. These are costs that are determined at the time of an acquisition. While it is continually viewed for impairment, amortization of the cost is a static expense, one that is typically not affected by operations during any particular period and does not contribute to operational performance for any particular period.

The cost of restructure charges are excluded in our Non-GAAP Measures because they are significantly different in magnitude and character from routine personnel and facility adjustments that management makes when monitoring and conducting the Company’s core operations during any particular period. We have not undertaken restructuring since 2004 and amounts included in cost of restructure in 2006 and subsequently reflect lease termination costs from previously announced restructuring efforts. Our previous restructuring activities and related expenses were not related to operating performance for any particular period, and were not subject to change by management in any particular period. Instead, the prior restructuring was intended to align our business model and expense structure to our position in the market.

The liquidity and fair value of our investments in marketable securities, including auction rate securities, have been negatively impacted by the uncertainty in the credit markets and failed auctions due to a lack of marketability of these securities. As a result, we recorded impairment charges to reduce the carrying value of our ARS investments. The impairment charges related to our ARS investments have been excluded from our non-GAAP results of operations. These impairment charges are excluded from management’s assessment of our operating performance because management believes that they are not indicative of our ongoing business operations. We believe that the exclusion of these unique charges provides investors an enhanced view of our operations and facilitates comparisons with the results of other periods.

In 2009, GAAP changed to require that issuers of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, for GAAP purposes we are required to recognize imputed interest expense on our $460 million of 1.75% convertible subordinated notes that were issued in a private placement in February 2005 and on our $400 million 3.5% convertible senior notes that were issued in a private placement in August 2009, the “imputed interest expense.” The imputed interest expense is excluded from management’s assessment of our operating performance because management believes that this is not indicative of our ongoing business operations. We believe that the exclusion of the imputed interest expense provides investors an enhanced view of our operational performance and will facilitate the comparisons of future reported results with results from periods prior to the GAAP requirement to recognize imputed interest expense.

We maintain a rabbi trust for our deferred compensation plan that was established to allow certain employees the opportunity to defer the receipt of compensation. Plan participants elect to defer a portion of their compensation and these amounts are deemed invested in investment options that mirror the participants’ 401(k) plan investment elections. The rabbi trust for the deferred compensation plan is structured in accordance with IRS guidelines and the assets in the trust are subject to the claims of our general creditors. The gains and losses on assets in the deferred compensation plan are excluded from management’s assessment of our operating performance because management believes that they are not indicative of our ongoing business operations. We believe that the exclusion of these gains and losses provides investors an enhanced view of our operational performance and these gains and losses are unrelated to operational performance in any particular period.

Our historical non-GAAP effective tax rates differ from our GAAP effective tax rates because of (i) the exclusion of the amortization of acquisition-related intangible assets, stock-based compensation expenses, restructuring costs, and other expense and income items described above, (ii) the exclusion of certain acquired tax attributes, and (iii) the resulting impact on the realization of the Company’s other tax assets. We exclude the impact of these discrete tax items from our non-GAAP income tax provision or benefit because management believes that they are not indicative of our ongoing business operations.

Because the Non-GAAP Measures are not calculated in accordance with GAAP, they are used by our management as a supplement to, and not an alternative to, or superior to, financial measures calculated in accordance with GAAP. There are a number of limitations on the Non-GAAP Measures, including the following:

• These Non-GAAP Measures do not have standardized meanings and may not be comparable to similar non-GAAP measures used or reported by other software or technology companies.
• The Non-GAAP Measures do not reflect all costs associated with our operations determined in accordance with GAAP. For example:

Non-GAAP operating margin performance and non-GAAP net income do not include stock compensation expense related to equity awards granted to our workforce. Our stock incentive plans are important components of our employee incentive compensation arrangements and are reflected as expenses in our GAAP results under FAS 123R. While we include the dilutive impact of such equity awards in weighted average shares outstanding, the expense associated with stock-based awards is excluded from our non-GAAP measures.

Although amortization of acquisition-related intangible assets does not directly impact our current cash position, such expense represents the declining value of the technology or other intangible assets that we have acquired. These assets are amortized over their respective expected economic lives or impaired, if appropriate. The expense associated with this decline in value is excluded from our non-GAAP measures and therefore non-GAAP measures do not include the costs of acquired intangible assets that supplement our research and development.

Restructuring charges in 2006 and subsequently primarily represent lease termination costs associated with restructuring activities that commenced in 2004 and before. Most of the charges are cash expenditures, which are excluded from our Non-GAAP Measures.

While the interest imputed on our convertible notes does not directly impact our current cash position, such expense recognizes the deemed economic value of the conversion feature associated with the notes. The expense associated with this deemed economic value is excluded from our non-GAAP measures and, therefore, non-GAAP measures do not reflect a deemed expense associated with our convertible notes.

• Excluded expenses for stock-based compensation, amortization of acquisition-related intangible assets, imputed interest on our convertible debt, and gains and losses on assets in our deferred compensation plan will continue to recur and impact the Company’s GAAP results. While restructuring costs and Tender Offer costs are non-recurring activities, their occasional occurrence will impact GAAP results. As such, the Non-GAAP Measures should not be construed as an inference that the excluded items are unusual, infrequent or non-recurring.

The company adjusts for these limitations by relying on these Non-GAAP Measures only as a supplement to the Company’s GAAP results.

SYBASE, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)           Three Months Ended June 30,   Six Months Ended June 30, (In thousands, except per share data)   2010     2009     2010  

 

  2009     Revenues: License fees $ 100,067 $ 94,126 $ 198,618 $ 183,402 Services 147,191 139,587 289,578 274,561 Messaging   54,791     44,243     107,806     87,507     Total revenues 302,049 277,956 596,002 545,470   Costs and expenses: Cost of license fees 15,901 14,184 29,056 26,465 Cost of services 38,584 38,837 75,042 75,666 Cost of messaging 38,131 27,611 74,704 54,584 Sales and marketing 65,216 62,278 126,569 126,492 Product development and engineering 31,176 35,935 67,633 70,679 General and administrative 34,947 32,092 67,129 63,954 Amortization of other purchased intangibles 3,780 3,756 7,478 7,479 Cost of restructure   11     11     16     1     Total costs and expenses   227,746     214,704     447,627     425,320     Operating income 74,303 63,252 148,375 120,150   Interest income and expense and other, net (7,798 ) (3,684 ) (17,364 ) (10,788 )   Total other-than-temporary impairment losses - - (366 ) (1,798 ) Losses recognized in (reclassified from) other comprehensive income   (36 )   (388 )   311     (388 ) Total other-than-temporary impairment losses recognized in earnings   (36 )   (388 )   (55 )   (2,186 )   Income before income taxes 66,469 59,180 130,956 107,176   Provision for income taxes   21,148     21,548     45,762     41,443     Net income $ 45,321 $ 37,632 $ 85,194 $ 65,733   Less: Net income attributable to the noncontrolling interest   63     40     80     56     Net income attributable to Sybase, Inc. $ 45,258   $ 37,592   $ 85,114   $ 65,677       Basic net income per share attributable to Sybase, Inc. common stockholders $ 0.53   $ 0.46   $ 1.02   $ 0.81     Shares used in computing basic net income per share attributable to Sybase, Inc. common stockholders   84,432     80,585     82,579     80,197     Diluted net income per share attributable to Sybase, Inc. common stockholders $ 0.51   $ 0.43   $ 0.96   $ 0.76     Shares used in computing diluted net income per share attributable to Sybase, Inc. common stockholders   88,803     87,570     87,339     86,052     (1) The Company has applied FSP EITF 03-6-1 "Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities" to its historical and current EPS calculations. The EPS numbers shown reflect the two-class method mandated by the guidance for calculating EPS, which adjusts both income and shares used for computing EPS. NON-GAAP RESULTS RECONCILED TO GAAP RESULTS The following tables reflect selected Sybase non-GAAP results reconciled to GAAP results (in 000s except per share amounts): Three Months Ended   Six Months Ended   June 30,   June 30,     2010     2009       2010     2009   Operating Income   GAAP operating income 74,303 63,252 148,375 120,150 Plus: Amortization of acquisition-related intangible assets 7,019 6,917 14,000 13,840 Stock-based compensation expense 6,209 6,679 12,979 12,429 Cost of restructure 11 11 16 1 Change in value of assets in deferred compensation plan (1,221 ) 1,391 (656 ) 692 Merger related costs 4,885 - 4,885 -             Non-GAAP operating income $ 91,206   $ 78,250     $ 179,599   $ 147,112     Net Income Attributable to Sybase, Inc.   GAAP net income attributable to Sybase, Inc. 45,258 37,592 85,114 65,677 Plus: Amortization of acquisition-related intangible assets 7,019 6,917 14,000 13,840 Stock-based compensation expense 6,209 6,679 12,979 12,429 Cost of restructure 11 11 16 1 Merger related costs 4,885 - 4,885 - Impairment loss on auction rate securities 36 388 55 2,186 Imputed interest expense for convertible notes 3,244 4,737 8,918 9,257 Less: Incremental income taxes associated with certain Non-GAAP items (7,514 ) (6,966 ) (14,328 ) (12,913 )             Non-GAAP net income attributable to Sybase, Inc. $ 59,148   $ 49,358     $ 111,639   $ 90,477     Net Income Per Diluted Share   GAAP net income per diluted share (1) $ 0.51 $ 0.43 $ 0.96 $ 0.76 Plus: Amortization of acquisition-related intangible assets 0.08 0.08 0.16 0.16 Stock-based compensation expense 0.07 0.08 0.15 0.14 Cost of restructure 0.00 0.00 0.00 0.00 Merger related costs 0.06 - 0.06 - Impairment loss on auction rate securities 0.00 0.00 0.00 0.03 Imputed interest expense for convertible notes 0.04 0.05 0.10 0.11 Less: Incremental income taxes associated with certain Non-GAAP items (0.08 ) (0.08 ) (0.16 ) (0.15 )             Non-GAAP net income per diluted share (1) $ 0.66   $ 0.56     $ 1.26   $ 1.04     Shares used in computing diluted net income per share (1) 88,803 87,570 87,339 86,052   CLASSIFICATION OF STOCK-BASED COMPENSATION EXPENSE The following table shows the classification of stock-based compensation expense (in 000s):   Three Months Ended Six Months Ended   June 30,   June 30,     2010     2009       2010     2009     Cost of services 330 430 696 772 Cost of messaging 127 153 269 291 Sales and marketing 1,062 1,668 2,474 3,068 Product development and engineering 802 895 1,631 1,613 General and administrative 3,888 3,533 7,909 6,685               Total $ 6,209 $ 6,679 $ 12,979 $ 12,429   CLASSIFICATION OF AMORTIZATION OF PURCHASED INTANGIBLES   The following table shows the classification of amortization of purchased intangibles expense (in 000s):   Three Months Ended

Six Months Ended

  June 30,   June 30,     2010     2009       2010     2009     Cost of license fees 2,074 2,022 4,139 4,110 Cost of messaging 1,165 1,139 2,383 2,251 Amortization of other purchased intangibles 3,780 3,756 7,478 7,479               Total $ 7,019 $ 6,917 $ 14,000 $ 13,840     (1) The Company has applied FSP EITF 03-6-1 "Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities" to its historical and current EPS calculations. The EPS numbers shown reflect the two-class method mandated by the guidance for calculating EPS, which adjusts both income and shares used for computing EPS.