HACKENSACK, New Jersey, April 28, 2010 /PRNewswire-FirstCall/ --

- Ness Returns to Growth, With Quarterly Revenues up 6% Year-Over-Year and on-Target EPS

- Ness Strengthens Enterprise Focus With Expansion of BI Capabilities and Divestiture of Non-Core Operations

Ness Technologies, Inc. (NASDAQ: NSTC and TASE: NSTC), a global provider of IT services and solutions, today announced financial results for the quarter ended March 31, 2010.

    First Quarter 2010 Highlights:

    - The company delivered year-over-year quarterly revenue growth in each
      segment, with sequential and year-over-year bookings growth.
    - The company announced the acquisition of Gilon Business Insight, Ltd.,
      a provider of business intelligence (BI) services in Israel, further
      strengthening the company's position as a leading provider of
      enterprise solutions. The acquisition is expected to close during
      the second quarter.
    - In connection with its previously announced streamlining of
      non-strategic and/or unprofitable smaller operations, the company has
      resolved to sell its software distribution operations in Europe. The
      company has also signed an agreement to sell its Asia Pacific system
      integration and application development operations, and the sale is
      expected to close during the second quarter. Both operations have been
      reclassified as discontinued operations.

    - On a GAAP basis:

    - Quarterly revenues were $133.3 million, up 6% year-over-year.
    - Quarterly operating income was $2.4 million, down 43% compared to the
      first quarter of 2009 (which included a net gain in operating income of
      $5.1 million from commissions related to the 2008 sale of the company's
      Israeli SAP sales and distribution operations and an insurance
      settlement related to the company's 2007 arbitration expense).
    - Quarterly net income from continuing operations was $0.7 million,down
      72% year-over-year.
    - Quarterly diluted net earnings per share from continuing operations
      were $0.02, compared of $0.06 in the first quarter of 2009.

    - On a non-GAAP basis ([1]):

    - Quarterly operating income from continuing operations was $5.0 million,
      down 27% year-over-year.
    - Quarterly net income from continuing operations was $3.4 million, down
      28% year-over-year.
    - Quarterly diluted net earnings per share from continuing operations
      were $0.09, compared to $0.12 in the first quarter of 2009.

    - Operating cash flows for the quarter were $4.7 million.
    - Cash, cash equivalents and short-term bank deposits were $64.9 million
      as of March 31, 2010, and net debt declined to $1.4 million, with no
      short-term debt.
    - Backlog from continuing operations as of March 31, 2010 was $663
      million, up 4% year-over-year and up 6% sequentially.
    - Headcount for continuing operations was approximately 7,470 as of March
      31, 2010.

"Our business gained additional positive momentum during the first quarter, with nice bookings growth and solid year-over-year revenue growth," said Sachi Gerlitz, president and chief executive officer of Ness Technologies. "We won a number of significant deals during the quarter, in all our major geographies. While returning to growth we are also continuing to gear up for margin expansion by focusing on our core, higher-margin service offerings and our core geographic regions. These efforts are supported by our shedding of smaller and non-strategic operations and projects, like our software distribution operations in Europe. We anticipate that our acquisition and the divestitures we announced will better align us with our growth strategy and support our plans for 2010."

    - Results by operating segment:

    - The company's Software Product Engineering segment, which provides
      outsourced software product research and development services to
      companies that build or rely on software to generate revenues,
      continued to perform well in the first quarter, with solid operating
      margins and sequentially growing revenues.
    - The company's System Integration and Application Development segment
      showed healthy year-over-year revenue growth, solid bookings growth and
      an expanding deal pipeline - with much improved performance in the
      United States and Israel, while it experienced continued weakness in
      Central and Eastern Europe.
    - The company no longer reports a separate Software Distribution segment,
      as its European software distribution operations were reclassified as
      discontinued operations and its Israeli software distribution
      operations were reclassified to its System Integration and Application
      Development segment, effective as of January 1, 2010.

"After a challenging 2009, I feel confident that the majority of our business is out of the woods. Also, in Central and Eastern Europe, where the recession is ongoing, we believe the worst is behind us," said Ofer Segev, executive vice president and chief financial officer. "We are developing and shaping the company, using M&A and divestitures to better leverage our global offerings, and we continue to focus on improving operations, cash flows and the balance sheet."

Business Outlook

The company believes the overall economic outlook is continuing to improve, other than in Central and Eastern Europe, where the timing of the recovery remains unknown. Ness continues to expect top line revenue growth and margin expansion in 2010, with a trend of sequentially increasing quarterly revenues and operating margins. The company expects that seasonal variations in its quarterly results will be reduced compared to historical levels, now that its European software distribution operations are not reported within continuing operations.

Ness is reiterating its full year 2010 guidance of revenues from continuing operations in the range of $575 million to $585 million with diluted net earnings per share from continuing operations in the range shown in the reconciliation table below:

                                            Full year diluted net
                                            earnings per share ($)
                                                Low       High

    GAAP basis from continuing operations.     $0.09      $0.17
    Stock-based compensation;
    amortization of intangible
    assets; earn-out related to
    prior-year acquisition;
    amortization of intangible
    assets and earn-out related
    to the acquisition of Gilon                 0.34       0.30
    Non-GAAP basis from continuing
    Operations                                 $0.43      $0.47

The company's 2010 GAAP guidance excludes any unannounced future acquisitions or stock-based compensation grants; and the company's GAAP and non-GAAP guidance further assumes that outstanding diluted shares will average approximately 39.5 million in 2010 and that foreign currency exchange rates will remain at their average levels for April 2010.

For the reasons set forth elsewhere in this release, Ness' management believes that non-GAAP earnings per share financial guidance provides the best comparative basis for investors to understand and assess the company's on-going operations and prospects for the future.

Conference Call Details

Sachi Gerlitz, president and chief executive officer of Ness Technologies, and Ofer Segev, executive vice president and chief financial officer, will conduct a conference call to discuss the first quarter 2010 results. The call, which will be simultaneously webcast, will begin at 8:30 AM Eastern Time / 5:30 AM Pacific Time on Wednesday, April 28, 2010.

To access the Ness Technologies first quarter 2010 earnings conference call, participants in North America should dial 1-800-399-0427 and international participants should dial +1-973-200-3375. A live audio webcast of the conference call will be available on the investor relations page of the Ness Technologies corporate web site at http://investor.ness.com. Please visit the web site at least 15 minutes early to register for the teleconference webcast and download any necessary audio software. A replay of the call will be available on the web site approximately two hours after the conference call is completed.

About Ness Technologies

Ness Technologies (NASDAQ: NSTC and TASE:NSTC) is a global provider of IT and business services and solutions with specialized expertise in software product engineering; and system integration, application development, consulting and software distribution. Ness delivers its portfolio of solutions and services using a global delivery model combining offshore, near-shore and local teams. With about 7,800 employees, Ness has operations in North America, Europe, Israel and India, has customers in over 20 countries, and partners with numerous software and hardware vendors worldwide. For more information about Ness, visit http://www.ness.com.

Use of Non-GAAP Financial Information

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Ness uses various non-GAAP measures of net income and earnings per share, including adjustments from results based on GAAP to exclude (a) non-cash stock-based compensation expenses in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718, "Stock Compensation" (formerly, FASB Statement 123R) and amortization of intangible assets, net of taxes; (b) an earn-out related to a prior-year acquisition; (c) an insurance settlement in the first quarter of 2009 related to a 2007 arbitration expense, net of related expenses, net of taxes; and (d) severance expenses in the first quarter of 2009, net of taxes. Ness' management believes the non-GAAP financial information provided in this release is useful to investors' understanding and assessment of Ness' on-going core operations and prospects for the future. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Management uses both GAAP and non-GAAP information in evaluating and operating the business internally and as such has determined that it is important to provide this information to investors.

Ness uses these non-GAAP measures also in the formulation of its financial guidance. This requires Ness management to make assumptions regarding certain factors that could affect future net income and earnings per share, such as the timing and size of future potential acquisitions (which could result in additional non-cash amortization of intangibles), the timing and size of future potential stock-based compensation grants (which could result in additional non-cash stock-based compensation expense), and the timing and size of any one-time income or expenses. The company discloses such assumptions in conjunction with its financial guidance.

Forward Looking Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often are preceded by words such as "believes," "expects," "may," "anticipates," "plans," "intends," "assumes," "will" or similar expressions. Forward-looking statements reflect management's current expectations, as of the date of this press release, and involve certain risks and uncertainties. Ness' actual results could differ materially from those anticipated in these forward looking statements as a result of various factors. Some of the factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include the "Risk Factors" described in Ness' Annual Report of Form 10-K filed with the Securities and Exchange Commission on March 15, 2010. Ness is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements, whether as a result of such changes, new information, subsequent events or otherwise.

                   NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 U.S. dollars in thousands (except per share data)
                                            Three months ended
                                                  March 31,
                                              2009        2010
                                          (Unaudited) (Unaudited)

    Revenues                               $ 126,281   $ 133,333
    Cost of revenues                          94,359      96,521
    Gross profit                              31,922      36,812
    Selling and
    Marketing                                  9,212      10,053
    General and administrative                23,585      24,342
    Insurance settlement related to 2007
    arbitration expense, net of related
    expenses                                 (2,610)           -
    Commissions related to the sale of
    Israeli SAP sales and distribution
    operations......                         (2,534)           -
    Total operating expenses                  27,653      34,395
    Operating income                           4,269       2,417
    Financial expenses, net                  (1,156)       (209)
    Income before taxes on
    Income                                     3,113       2,208
    Taxes on income                              642       1,510
    Net income from continuing operations    $ 2,471       $ 698
    Net loss from discontinued operations      (943)     (5,387)
    Net income  (loss)                       $ 1,528   $ (4,689)
    Basic net earnings per share from
    continuing operations                     $ 0.06        0.02
    Diluted net earnings per
    share from continuing operations          $ 0.06      $ 0.02
    Basic net earnings (loss) per share       $ 0.04    $ (0.12)
    Diluted net earnings (loss) per share     $ 0.04    $ (0.12)
    Weighted average number of shares
    (in thousands) used in computing basic
    net earnings per share from continuing
    operations, basic net earnings (loss) per
    share and diluted net loss per share.     38,922      38,299
    Weighted average number of shares
    (in thousands) used in computing diluted
    net earnings per share from continuing
    operations and diluted net earnings per
    share                                     39,515      38,722




                   NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                             U.S. dollars in thousands
                                                   Three months ended
                                                       March 31,
                                                     2009        2010
    Segment Data (1) (2):                        (Unaudited) (Unaudited)

    Revenues from continuing operations:
    Software Product Engineering                   $ 24,966    $ 26,397
    System Integration and Application Development  101,315     106,936
                                                  $ 126,281   $ 133,333
    Operating income (loss) from continuing
    operations:
    Software Product Engineering                    $ 4,114     $ 3,853
    System Integration and Application Development    5,311       3,227
    Unallocated Expenses                            (5,156)     (4,663)
                                                    $ 4,269     $ 2,417
    Geographic Data (2):
    Revenues from continuing operations:
    Israel                                         $ 45,270    $ 47,639
    Europe                                           36,473      39,001
    North America                                    42,479      45,249
    Asia and the Far East                             2,059       1,444
                                                  $ 126,281   $ 133,333

(1) The company no longer reports a separate Software Distribution segment, as its European software distribution operations were reclassified as discontinued operations and its Israeli software distribution operations were reclassified to its System Integration and Application Development segment, effective as of January 1, 2010. Segment data for prior periods has been restated to reflect the current organization of the segments.

(2) All periods have been reclassified to exclude revenues and operating income (loss) from operations discontinued during the three months ended March 31, 2010. Quarterly segment data for prior periods is shown below:

                                            Three months ended
                                       March 31,          June 30,
    Segment Data:                    2008    2009       2008    2009
                                      (Unaudited)        (Unaudited)
    Revenues from continuing
    operations:
    Software Product Engineering  $ 20,529  $ 24,966  $ 24,739  $ 25,688
    System Integration and
    Application Development        125,461   101,315   129,071   101,199
                                 $ 145,990 $ 126,281 $ 153,810 $ 126,887
    Operating income (loss)
    from continuing operations:
    Software Product Engineering.. $ 1,201   $ 4,114   $ 2,061   $ 4,096
    System Integration and
    Application Development         11,097     5,311    10,670     3,228
    Unallocated Expenses...        (2,246)   (5,156)   (3,316)   (3,893)
                                  $ 10,052   $ 4,269   $ 9,415   $ 3,431

    - TABLE CONTINUED -

                                             Three months ended
                                     September 30,       December 31,
    Segment Data:                    2008     2009      2008      2009
                                      (Unaudited)         (Unaudited)

    Revenues from continuing
    operations:                   $ 26,092  $ 25,621  $ 26,111  $ 26,248
    Software Product Engineering   124,395    97,581   128,214   109,329
    System Integration and
    Application Development      $ 150,487 $ 123,202 $ 154,325 $ 135,577
    Operating income (loss) from
    continuing operations:         $ 3,181   $ 3,609   $ 3,915   $ 3,569
    Software Product
    Engineering                     23,030     3,159     3,656   (9,125)
    System Integration
    and Application Development    (3,623)   (2,900)   (4,508)   (5,742)
    Unallocated Expenses          $ 22,588 $ 3,868    $ 3,063 $ (11,298)




                    NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                U.S. dollars in thousands
                                                     Three months ended
                                                          March 31,
                                                   2009             2010
                                               (Unaudited)      (Unaudited)
    Cash flows from operating activities:
    Net income (loss)                          $ 1,528        $ (4,689)
    Adjustments required to reconcile
    net income (loss) to net cash provided by
    operating activities:
    Net loss from discontinued
    operations                                     943            5,387
    Stock-based compensation-related
    expenses                                       928              829
    Currency fluctuation of restricted
    cash and short-term bank deposits                -            (957)
    Depreciation and
    amortization                                 4,203            4,169
    Loss on sale of property and equipment
    and impairment and sale of cost
    investments                                    248               66
    Commissions related to the sale of
    Israeli SAP sales and distribution
    operations                                 (2,534)               -
    Decrease in trade receivables, net          22,906            7,163
    Decrease (increase) in unbilled receivables    105          (2,460)
    Decrease in other accounts receivable
    and prepaid expenses                         1,376              964
    Decrease in work-in-progress                    18            1,265
    Increase in long-term prepaid expenses.      (274)             (41)
    Deferred income taxes, net                   (945)              456
    Decrease in trade payables                 (5,432)          (1,568)
    Decrease in advances from customers
    and deferred revenues                        (420)          (3,747)
    Increase in other long-term
    Liabilities                                    332              420
    Decrease in other accounts payable
    and accrued expenses                      (13,847)          (4,204)
    Increase (decrease) in accrued
    severance pay, net                            (23)              104
    Net cash provided by (used in)
    discontinued operations                      (518)            1,578
    Net cash provided by operating activities    8,594            4,735
    Cash flows from investing activities:
    Consideration from sale of a consolidated
    subsidiary, net of cash-in-hand                 -             1,384
    Proceeds from maturity of (investment in)
    short-term bank deposits, net            (11,082)             5,662
    Proceeds from sale of property and
    Equipment                                     171                 -
    Purchase of property and equipment and
    capitalization of software developed
    for internal use.                         (3,076)           (1,744)
    Net cash used by discontinued
    Operations                                (3,114)           (2,655)
    Net cash provided by (used in) investing
    activities                               (17,101)             2,647
    Cash flows from financing activities:
    Repurchase of shares                      (1,217)             (611)
    Short-term bank loans and credit, net.        207             (500)
    Principal payments of long-term debt    (1,731)           (3,121)
    Net cash used by discontinued operations    (242)                 -
    Net cash used in financing activities     (2,983)           (4,232)
    Effect of exchange rate changes
    on cash and cash equivalents.             (1,273)           (2,174)
    Increase (decrease) in cash and cash
    equivalents                              (12,763)               976
    Cash and cash equivalents at the
    beginning of the period                    44,585            40,218
    Cash and cash equivalents at the
    end of the period                        $ 31,822          $ 41,194




                               NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                         U.S. dollars in thousands
                                                     December  March 31,
                                                       31, 2009    2010
                                                       (Unaudited)
    CURRENT ASSETS:
    Cash and cash
    Equivalents                                     $ 40,218    $ 41,194
    Restricted cash                                    2,470       2,925
    Short-term bank
    Deposits                                          25,939      20,776
    Trade receivables, net of allowance
    for doubtful accounts                            131,452     124,130
    Unbilled receivables                              28,012      29,847
    Other accounts receivable and prepaid
    Expenses                                          27,832      27,187
    Work in Progress                                   9,690       8,168
    Total assets attributed to discontinued
    operations                                        43,212      36,639
    Total current
    assets                                           308,825     290,866
    LONG-TERM ASSETS:
    Long-term prepaid expenses and other assets        6,083       6,151
    Unbilled Receivables                               4,654       4,904
    Deferred income taxes,
    Net                                                3,608       3,293
    Severance pay fund                                53,145      54,919
    Property and equipment, net                       35,739      34,699
    Intangible assets, net                            10,016       8,494
    Goodwill                                         263,541     261,421
    Total long-term assets                           376,786     373,881
    Total assets                                    $685,611   $ 664,747
    CURRENT LIABILITIES:
    Short-term bank credit                             $ 500         $ -
    Current maturities of long-term debt              21,332      23,194
    Trade
    Payables                                          30,914      28,955
    Advances from customers and deferred
    Revenues                                          40,639      36,734
    Other accounts payable and accrued expenses       99,464      95,276
    Total liabilities attributed to discontinued
    operations                                        25,461      24,121
    Total current liabilities                        218,310     208,280
    LONG-TERM LIABILITIES:
    Long-term debt, net of current Maturities         50,836      43,071
    Other long-term Liabilities                        6,689       7,070
    Deferred income Taxes                              2,045       1,849
    Accrued severance pay                             56,443      58,348
    Total long-term Liabilities                      116,013     110,338
    Total stockholders' Equity                       351,288     346,129
    Total liabilities and stockholders' equity     $ 685,611   $ 664,747




                   NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
       RECONCILIATION OF SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION
    EXCLUDING STOCK-BASED COMPENSATION; AMORTIZATION OF INTANGIBLE ASSETS;
         EARN-OUT RELATED TO PRIOR-YEAR ACQUISITION; INSURANCE SETTLEMENT
              RELATED TO 2007 ARBITRATION EXPENSE, NET OF RELATED
                EXPENSES; SEVERANCE EXPENSES; ALL NET OF TAXES
                U.S. dollars in thousands (except per share data)

                                                       Three months ended
                                                           March 31,
                                                        2009        2010
    Statements of Income Data:                      (Unaudited) (Unaudited)
    GAAP gross Profit                                 $ 31,922    $ 36,812
    Stock-based Compensation                                63          39
    Amortization of intangible Assets                      189          53
    Severance Expenses                                     966           -
    Non-GAAP gross Profit                             $ 33,140    $ 36,904
    GAAP operating Income                              $ 4,269     $ 2,417
    Stock-based Compensation                               928         829
    Amortization of intangible Assets                    1,636       1,268
    Earn-out related to prior-year acquisition               -         480
    Insurance settlement related to 2007
    arbitration expense, net of related expenses       (2,610)           -
    Severance Expenses                                   2,646           -
    Non-GAAP operating Income                          $ 6,869     $ 4,994
    GAAP operating margin                                 3.4%        1.8%
    Non-GAAP operating  margin                            5.4%        3.7%
    GAAP net income from continuing operations         $ 2,471       $ 698

    Stock-based compensation; amortization of
    intangible assets; earn-out related
    to prior-year acquisition; insurance settlement
    in respect of 2007 arbitration expense, net
    of related expenses; severance expenses; all net
    of taxes                                             2,197       2,652
    Non-GAAP net income from continuing operations     $ 4,668     $ 3,350
    GAAP diluted net earnings per share from
    continuing operations                               $ 0.06      $ 0.02
    Stock-based compensation; amortization
    of intangible assets; earn-out related
    to prior-year acquisition; insurance
    settlement in respect of 2007 arbitration
    expense, net of related expenses; severance
    expenses; all net of taxes                            0.06        0.07
    Non-GAAP diluted net earnings per share from
    continuing
    operations                                          $ 0.12      $ 0.09
    Segment Data:
    Software Product Engineering:
    GAAP operating Income                              $ 4,114     $ 3,853
    Amortization of intangible
    Assets                                                  38          38
    Non-GAAP operating
    Income                                             $ 4,152     $ 3,891
    System Integration and Application Development:
    GAAP operating
    Income                                             $ 5,311     $ 3,227
    Amortization of intangible Assets                    1,598       1,230
    Earn-out related to prior-year
    Acquisition                                              -         480
    Insurance settlement related to 2007
    arbitration expense, net of related expenses        (2,610)          -
    Severance Expenses                                    1,293          -
    Non-GAAP operating Income                           $ 5,592    $ 4,937

    ([1]) See "Use of Non-GAAP Financial Information" below for more
          information regarding the company's use of non-GAAP financial
          measures.



    Media Contact:
    David Kanaan
    Intl: +972-54-425-5307
    Email: media.int@ness.com

    Investor Relations Contact:
    Drew Wright
    USA: +1-201-488-3262
    Email: investor@ness.com


SOURCE Ness Technologies Inc

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