HACKENSACK, New Jersey, July 28, 2010 /PRNewswire-FirstCall/ -- Ness Technologies, Inc. (NASDAQ: NSTC and TASE: NSTC), a global provider of IT services and solutions, announced today its financial results for the quarter ended June 30, 2010.

    Second Quarter 2010 Highlights:

    - Quarterly revenues were $139.7 million, up 10% year-over-year.

    - Quarterly operating income was $3.0 million, down 11% year-over-year.
      On a non-GAAP basis ([1]), quarterly operating income was $6.0 million,
      up 1% year-over-year.

    - Quarterly net income from continuing operations was $0.9 million, down
      60% year-over-year. On a non-GAAP basis, quarterly net income from
      continuing operations was $3.8 million, down 13% year-over-year.

    - Quarterly diluted net earnings per share from continuing operations
      were $0.02, compared to $0.06 in the second quarter of 2009. On a
      non-GAAP basis, quarterly diluted net earnings per share from
      continuing operations were $0.10, compared to $0.11 in the second
      quarter of 2009.

    - Quarterly operating cash flows from continuing operations were $0.4
      million.

    - Cash, cash equivalents and short-term bank deposits were $53.1 million
      as of June 30, 2010.

    - Backlog from continuing operations as of June 30, 2010 was $658
      million, up 3% year-over-year and 2% sequentially, in constant
      currencies.

    - Headcount for continuing operations was approximately 7,765 as of June
      30, 2010.

    - The previously announced acquisition of Gilon Business Insight, Ltd., a
      provider of business intelligence services in Israel, closed during the
      quarter.

"I am pleased by our performance in the second quarter, as all our businesses did well, other than in Central and Eastern Europe," said Sachi Gerlitz, president and chief executive officer of Ness Technologies. "While the timing of the economic recovery in Central and Eastern Europe remains uncertain, we continued to improve our operating efficiency and are encouraged by the increasing demand in the public sector in the Czech Republic, where we won several deals. I am optimistic about continuing our growth in the second half of the year based on the demand that we see in our pipeline."

    - 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 second quarter, with
      higher-than-normal operating margins and sequential and year-over-year
      revenue growth.

    - The company's System Integration and Application Development segment
      showed good year-over-year revenue growth and sequential non-GAAP
      operating margin improvement, with strong performance in the United
      States and Israel, and weak performance in Central and Eastern Europe.

    - As previously announced, 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.

"We continued to execute on our operational plans in the second quarter, and I am encouraged by our results," said Ofer Segev, executive vice president and chief financial officer. "The restructuring steps we completed through the end of the first quarter to improve our operating efficiency have provided a good platform for our planned future growth, as we work to further drive revenues and increase operating margins in the second half of 2010."

Business Outlook

Ness continues to expect top line revenue growth and margin expansion in 2010, with third quarter results in line with second quarter results, and fourth quarter results significantly better than third quarter results.

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........  $ 0.12   $ 0.16
    Stock-based compensation; amortization of
      intangible assets; earn-out and retention
      expenses related to prior acquisitions;
      acquisition and integration costs of
      Gilon acquisition...........................   0.31     0.31
    Non-GAAP basis from continuing operations......$ 0.43   $ 0.47

Based on the weakness of European currencies, Ness currently expects to be near the lower end of the revenue guidance range.

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 million in 2010 and that relevant foreign currency exchange rates will remain at their levels as on July 23, 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 second quarter 2010 results. The call, which will be simultaneously webcast, will begin at 8:30 AM Eastern Time / 5:30 AM Pacific Time / 3:30 PM Israel Time on Wednesday, July 28, 2010.

To access the Ness Technologies second quarter 2010 earnings conference call, participants in North America should dial 1-800-399-0427, participants in Israel should dial 1-80-924-5917 and all other 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) earn-out and retention expenses related to prior acquisitions; (c) an insurance settlement in the first quarter of 2009 related to a 2007 arbitration expense, net of related expenses, net of taxes; (d) severance expenses in the first quarter of 2009, net of taxes; and (e) acquisition and integration costs of its Gilon acquisition, 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 also uses these non-GAAP measures 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       Six months ended
                                       June 30,                June 30,
                                   2009        2010         2009        2010
                              (Unaudited) (Unaudited) (Unaudited) (Unaudited)

    Revenues                     $ 126,887  $ 139,701   $ 253,168  $ 273,034
    Cost of revenues                92,542    102,275     186,901    198,796
    Gross profit                    34,345     37,426      66,267     74,238

    Selling and marketing            9,681      9,838      18,893     19,891
    General and administrative      21,233     24,551      44,818     48,893
    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        30,914     34,389      58,567     68,784

    Operating income                 3,431      3,037       7,700      5,454
    Financial expenses, net           (666)      (442)     (1,822)      (651)
    Income before taxes on income    2,765      2,595       5,878      4,803

    Taxes on income                    537      1,707       1,179      3,217
    Net income from continuing
      operations                   $ 2,228      $ 888     $ 4,699    $ 1,586

    Net loss from discontinued
      operations                    (1,186)      (845)     (2,129)    (6,232)
    Net income (loss)              $ 1,042       $ 43     $ 2,570   $ (4,646)

    Basic net earnings per share
      from continuing operations    $ 0.06     $ 0.02      $ 0.12     $ 0.04
    Diluted net earnings per share
      from continuing operations    $ 0.06     $ 0.02      $ 0.12     $ 0.04

    Basic net earnings (loss)
      per share                     $ 0.03     $ 0.00      $ 0.07    $ (0.12)
    Diluted net earnings (loss)
      per share                     $ 0.03     $ 0.00      $ 0.07    $ (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                38,590     38,161      38,755     38,230
    Weighted average number of
      shares (in thousands) used in
      computing diluted net earnings
      per share from continuing
      operations and diluted net
      earnings per share            39,149     38,592      39,333     38,672


                              NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
                               CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                        U.S. dollars in thousands

                                  Three months ended       Six months ended
                                        June 30,                June 30,
                                     2009      2010        2009        2010
    Segment Data (1):         (Unaudited) (Unaudited) (Unaudited) (Unaudited)

    Revenues from
      continuing operations:
    Software Product Engineering  $ 25,688   $ 28,060   $ 50,654    $ 54,457
    System Integration and
      Application Development..    101,199    111,641    202,514     218,577
                                 $ 126,887  $ 139,701  $ 253,168   $ 273,034
    Operating income (loss) from
      continuing operations:
    Software Product Engineering   $ 4,096    $ 4,388    $ 8,210     $ 8,241
    System Integration and
      Application Development..      3,228      2,746      8,539       5,973
    Unallocated Expenses            (3,893)    (4,097)    (9,049)     (8,760)
                                   $ 3,431    $ 3,037    $ 7,700     $ 5,454
    Geographic Data:

    Revenues from
      continuing operations:
    Israel                        $ 42,371   $ 51,327   $ 87,641    $ 98,966
    Europe                          38,601     38,164     75,074      77,165
    North America                   43,544     48,381     86,023      93,630
    Asia and the Far East            2,371      1,829      4,430       3,273
                                 $ 126,887  $ 139,701  $ 253,168   $ 273,034

(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.

                              NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        U.S. dollars in thousands
                                                   Six months ended
                                                        June 30,
                                                  2009             2010
                                              (Unaudited)      (Unaudited)
    Cash flows from operating activities:
    Net income (loss)                           $ 2,570          $ (4,646)
    Adjustments required to reconcile net
      income (loss) to net cash provided by
      (used in) operating activities:
    Net loss from discontinued operations         2,129             6,232
    Stock-based compensation                      1,756             1,600
    Currency fluctuation of restricted cash
      and short-term bankmdeposits                    -              (415)
    Depreciation and amortization                 8,423             8,631
    Loss (gain) on sale of property and equipment
      and impairment and sale of cost investments  (205)               79
    Commissions related to the sale of Israeli
      SAP sales and distribution operations      (2,534)                -
    Decrease (increase) in trade
      receivables, net                           38,709            (6,719)
    Decrease (increase) in unbilled receivables     894            (5,680)
    Decrease (increase) in other accounts
      receivable and prepaid expenses            (1,949)            1,423
    Decrease (increase) in work-in-progress        (343)            1,393
    Increase in long-term prepaid expenses         (346)             (540)
    Deferred income taxes, net                      513               847
    Increase (decrease) in trade payables       (13,387)           11,473
    Decrease in advances from customers and
      deferred revenues                          (1,200)           (2,851)
    Decrease in other accounts payable and
      accrued expenses                          (14,810)           (8,369)
    Increase in other long-term liabilities         472               882
    Increase (decrease) in accrued severance
      pay, net                                   (1,384)              266
    Net cash used in discontinued operations.    (1,853)           (3,712)
    Net cash provided by (used in)
      operating activities                       17,455              (106)

    Cash flows from investing activities:
    Consideration from sale of a
      consolidated subsidiary                         -             1,711
    Net cash paid for acquisition of a
      consolidated subsidiary                         -           (16,259)
    Cash paid for acquisition of
      intangible assets                               -              (513)
    Additional payments in connection with
      acquisitions of subsidiaries in
      prior periods                             (14,395)           (1,330)
    Proceeds from maturity of (investment in)
      short-term bank deposits, net             (15,778)           10,791
    Proceeds from sale of property
      and equipment                                 703                 -
    Purchase of property and equipment and
      capitalization of software developed
      for internal use                           (4,864)           (5,287)
    Net cash used in discontinued operations      (1,808)               -
    Net cash used in investing activities        (36,142)         (10,887)

    Cash flows from financing activities:
    Repurchase of shares                          (2,037)          (2,169)
    Acquired subsidiary's dividend to its
      former shareholder                            (683)               -
    Short-term bank loans and credit, net         (4,560)           6,361
    Proceeds from long-term debt                  15,000           13,364
    Principal payments of long-term debt          (2,161)          (8,701)
    Net cash provided by financing activities      5,559            8,855

    Effect of exchange rate changes on cash
      and cash equivalents                        (1,101)          (2,987)
    Decrease in cash and cash equivalents        (14,229)          (5,125)
    Cash and cash equivalents at the beginning
      of the period                               44,585           40,218
    Cash and cash equivalents at the end of
      the period                                $ 30,356         $ 35,093


                        NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
                            CONDENSED CONSOLIDATED BALANCE SHEETS
                                  U.S. dollars in thousands
                                                    December     June 30,
                                                    31, 2009       2010
                                                               (Unaudited)
    CURRENT ASSETS:
    Cash and cash equivalents                      $ 40,218     $ 35,093
    Restricted cash                                   2,470        2,474
    Short-term bank deposits                         25,939       15,556
    Trade receivables, net of allowance for
      doubtful accounts                             131,452      136,725
    Unbilled receivables                             28,012       32,625
    Other accounts receivable and prepaid expenses   27,832       26,677
    Work in progress                                  9,690        7,111
    Total assets attributed to discontinued
      operations                                     43,212       28,391
    Total current assets                            308,825      284,652

    LONG-TERM ASSETS:
    Long-term prepaid expenses and other assets       6,083        6,575
    Unbilled receivables                              4,654        4,417
    Deferred income taxes, net                        3,608        2,442
    Severance pay fund                               53,145       53,726
    Property and equipment, net                      35,739       34,019
    Intangible assets, net                           10,016       11,672
    Goodwill                                        263,541      265,039
    Total long-term assets                          376,786      377,890

    Total assets                                  $ 685,611    $ 662,542

    CURRENT LIABILITIES:
    Short-term bank credit                            $ 500      $ 8,792
    Current maturities of long-term debt             21,332       24,035
    Trade payables                                   30,914       40,573
    Advances from customers and deferred revenues    40,639       36,134
    Other accounts payable and accrued expenses      99,464       94,256
    Total liabilities attributed to discontinued
      operations                                     25,461       14,561
    Total current liabilities                       218,310      218,351

    LONG-TERM LIABILITIES:
    Long-term debt, net of current maturities        50,836       46,965
    Other long-term liabilities                       6,689        7,276
    Deferred income taxes                             2,045        2,489
    Accrued severance pay                            56,443       57,311
    Total long-term liabilities                     116,013      114,041

    Total stockholders' equity                      351,288      330,150

    Total liabilities and stockholders'equity       685,611    $ 662,542


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

                                 Three months ended       Six months ended
                                        June 30,               June 30,
                                   2009      2010        2009         2010
    Statements of Income Data:(Unaudited) (Unaudited) (Unaudited) (Unaudited)

    GAAP gross profit          $ 34,345    $ 37,426    $ 66,267    $ 74,238
    Stock-based compensation         57         116         120         155
    Amortization of intangible
      assets                        187         136         376         189
    Severance expenses                -           -         966           -
    Non-GAAP gross profit      $ 34,589    $ 37,678    $ 67,729    $ 74,582

    GAAP operating income       $ 3,431     $ 3,037     $ 7,700     $ 5,454
    Stock-based compensation        828         331       1,756       1,160
    Amortization of intangible
      assets                      1,729       1,452       3,365       2,720
    Earn-out and retention
      expenses related to prior
      acquisitions                    -         497           -         977
    Insurance settlement related to
      2007 arbitration expense, net
      of related expenses             -           -      (2,610)          -
    Severance expenses                -           -       2,646           -
    Acquisition and integration
      costs of Gilon acquisition      -         728           -         728
    Non-GAAP operating income   $ 5,988     $ 6,045    $ 12,857    $ 11,039

    GAAP operating margin           2.7%        2.2%        3.0%        2.0%
    Non-GAAP operating margin       4.7%        4.3%        5.1%        4.0%

    GAAP net income from
      continuing operations      $ 2,228      $ 888     $ 4,699     $ 1,586
    Stock-based compensation;
      amortization of intangible
      assets; earn-out and
      retention expenses related
      to prior acquisitions;
      insurance settlement in
      respect of 2007 arbitration
      expense, net of related
      expenses; severance expenses;
      acquisition and integration
      costs of Gilon acquisition;
      all net of taxes             2,085      2,866       4,282       5,518
    Non-GAAP net income from
      continuing operations      $ 4,313    $ 3,754     $ 8,981     $ 7,104

    GAAP diluted net earnings
      per share from continuing
      operations                  $ 0.06     $ 0.02      $ 0.12      $ 0.04
    Stock-based compensation;
      amortization of intangible
      assets; earn-out and retention
      expenses related to prior
      acquisitions; insurance
      settlement in respect of 2007
      arbitration expense, net of
      related expenses; severance
      expenses; acquisition and
      integration costs of Gilon
      acquisition; all net
      of taxes                      0.05       0.07        0.11        0.14
    Non-GAAP diluted net earnings
      per share from continuing
      operations                  $ 0.11     $ 0.10      $ 0.23      $ 0.18

    Segment Data:

    Software Product Engineering:
    GAAP operating income        $ 4,096    $ 4,388     $ 8,210     $ 8,241
    Amortization of intangible
      assets                          38         38          76          76
    Non-GAAP operating income    $ 4,134    $ 4,426     $ 8,286     $ 8,317

    System Integration and
      Application Development:
    GAAP operating income        $ 3,228    $ 2,746     $ 8,539     $ 5,973
    Amortization of intangible
      assets                       1,691      1,414       3,289       2,644
    Earn-out and retention
      expenses related to prior
      acquisitions                     -        497           -         977
    Insurance settlement related
      to 2007 arbitration
      expense, net of related
      expenses                         -          -      (2,610)          -
    Severance expenses                 -          -       1,293           -
    Acquisition and integration costs
      of Gilon acquisition.            -        728           -         728
    Non-GAAP operating income    $ 4,919    $ 5,385    $ 10,511    $ 10,322

    ---------------------------------

([1]) See "Use of Non-GAAP Financial Information" 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

Copyright 2010 PR Newswire

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