UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-50954
NESS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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98-0346908 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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Ness Tower |
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Atidim High-Tech Industrial Park |
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Building 4 |
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Tel Aviv 61580, Israel |
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Telephone: +972 (3) 766-6800 |
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(Address of registrant’s principal executive offices and registrant’s telephone number, including area code) |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes o No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). o Yes ý No
Indicated below is the number of shares outstanding of the registrant’s stock at April 20, 2005:
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Title of Class |
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Number of Shares Outstanding |
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Common Stock, $0.01 par value |
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34,532,770 |
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NESS TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
2
NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
U.S. dollars in thousands
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December 31, |
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March 31, |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
104,229 |
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$ |
108,723 |
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Marketable securities |
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383 |
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378 |
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Trade receivables (net of allowance for doubtful accounts of $2,154 and $2,116 at December 31, 2004, and March 31, 2005 (unaudited), respectively) |
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75,183 |
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77,808 |
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Unbilled receivables |
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20,327 |
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24,887 |
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Other accounts receivable and prepaid expenses |
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9,127 |
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11,030 |
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Inventories |
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1,168 |
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668 |
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Total current assets |
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210,417 |
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223,494 |
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LONG-TERM ASSETS: |
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Long-term prepaid expenses |
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3,655 |
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5,391 |
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Marketable securities |
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69 |
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169 |
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Deferred income taxes |
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4,823 |
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5,208 |
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Severance pay fund |
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33,558 |
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33,533 |
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Total long-term assets |
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42,105 |
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44,301 |
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PROPERTY AND EQUIPMENT, NET |
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18,879 |
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19,040 |
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OTHER INTANGIBLE ASSETS, NET |
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4,262 |
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4,893 |
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GOODWILL |
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149,090 |
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150,661 |
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Total assets |
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$ |
424,756 |
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$ |
442,389 |
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The accompanying notes are an integral part of the interim condensed consolidated financial statements.
3
NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Interim Condensed Consolidated Balance Sheets
U.S. dollars in thousands (except share and par value data)
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December 31, |
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March 31, |
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(Unaudited) |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Short-term bank credit |
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$ |
1,275 |
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$ |
1,335 |
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Current maturities of long-term debt |
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13,364 |
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17,564 |
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Trade payables |
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31,280 |
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32,942 |
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Advances from customers |
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7,679 |
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7,689 |
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Other accounts payable and accrued expenses |
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64,271 |
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68,349 |
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Total current liabilities |
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117,869 |
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127,879 |
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LONG-TERM LIABILITIES: |
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Long-term debt, net of current maturities |
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36,918 |
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31,336 |
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Excess of losses over investment in affiliates |
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306 |
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302 |
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Accrued severance pay |
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36,888 |
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37,412 |
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Minority interests |
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295 |
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— |
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