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8-K - NESS TECHNOLOGIES INCv199882_8k.htm
Exhibit 99.1
 
 

Press Release
 
Ness Technologies Announces Third Quarter 2010 Financial Results
 
 
Ness delivers 15% year-over-year quarterly revenue growth
with continued sequential operating margin expansion
 
Hackensack, NJ – October 27, 2010 – 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 September 30, 2010.
 
Third Quarter 2010 Highlights:
 
 
·
Quarterly revenues were $141.3 million, up 15% year-over-year.
 
 
·
Quarterly operating income was $3.7 million, down 5% year-over-year. On a non-GAAP basis,(1) quarterly operating income was $6.6 million, flat year-over-year. On a GAAP and non-GAAP basis, operating income and operating margin improved sequentially, reaching the highest level in three quarters.
 
 
·
Quarterly net income from continuing operations was $1.6 million, down 41% year-over-year. On a non-GAAP basis, quarterly net income from continuing operations was $4.1 million, down 17% year-over-year. On a GAAP and non-GAAP basis, net income and net margin improved sequentially, reaching the highest level in four quarters.
 
 
·
Quarterly diluted net earnings per share from continuing operations were $0.04, compared to $0.07 in the third quarter of 2009. On a non-GAAP basis, quarterly diluted net earnings per share from continuing operations were $0.11, compared to $0.13 in the third quarter of 2009.
 
 
·
In Central and Eastern Europe, operating margin was the highest in five quarters, on a non-GAAP basis.
 
 
·
Quarterly operating cash flows from continuing operations were ($11.1) million, primarily due to slower collections during the summer quarter.
 
 
·
Cash, cash equivalents and short-term bank deposits were $52.6 million as of September 30, 2010.
 
 
·
Backlog from continuing operations as of September 30, 2010 was $633 million, up 2% year-over-year, and down 4% sequentially on relatively lighter bookings during the summer quarter.
 
 
·
Headcount for continuing operations was approximately 7,825 as of September 30, 2010.
 
 
 
 

 
“We delivered revenues and earnings on target in the third quarter,” said Sachi Gerlitz, president and chief executive officer of Ness Technologies. “This very solid quarter, in both our software product engineering and system integration segments, follows the achievement of a new record billable headcount in India and the highest operating margin in five quarters in Central and Eastern Europe, where we remain optimistic about continued recovery. We remain focused on operating margin expansion in 2011 with organic growth.”
 
 
·
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 third quarter, with in-line operating margin and sequential and year-over-year revenue growth.
 
 
§
The company’s System Integration and Application Development segment showed significant year-over-year revenue growth and good sequential operating margin improvement, with strong performance in Israel and improving 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 improved the operations of our system integration and application development segment, while we enjoyed the continued strong performance of our software product engineering segment,” said Ofer Segev, executive vice president and chief financial officer. “Bookings were a little light in the quarter, but we expect them to return to a normal level in the fourth quarter. We are also working to improve our collections from their temporary dip during the quarter. We anticipate a good fourth quarter, historically our strongest quarter of the year.”
 
Business Outlook
 
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 for much of this year, Ness currently expects to be near the lower end of the revenue guidance range.
 
 
Ness Technologies Third Quarter 2010
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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 of October 22, 2010.
 
For the reasons set forth elsewhere in this release, Ness’ management believes that non-GAAP 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 third quarter 2010 results. The call, which will be simultaneously webcast, will begin at 8:00 AM Eastern Time / 5:00 AM Pacific Time / 2:00 PM Israel Time on Wednesday, October 27, 2010.
 
To access the Ness Technologies third 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 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 in the second quarter of 2010, 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 Technologies Third Quarter 2010
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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.
 
Media Contact:
Investor Relations Contacts:
 
David Kanaan
Drew Wright
Maya Lustig
Intl: +972-54-425-5307
USA: 1-201-488-3262
Israel: +972-3-767-5110
Email: media.int@ness.com
Email: investor@ness.com
Email: maya.lustig@ness.com
 
 
 
 
 
 
 
Ness Technologies Third Quarter 2010
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NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
U.S. dollars in thousands (except per share data)
   
   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2009
   
2010
   
2009
   
2010
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
Revenues
  $ 123,202     $ 141,346     $ 376,370     $ 414,380  
Cost of revenues
    89,780       102,716       276,681       301,512  
Gross profit
    33,422       38,630       99,689       112,868  
                                 
Selling and marketing
    10,033       9,542       28,926       29,433  
General and administrative
    19,521       25,401       64,339       74,294  
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
    29,554       34,943       88,121       103,727  
                                 
Operating income
    3,868       3,687       11,568       9,141  
Financial expenses, net
    (388 )     (489 )     (2,210 )     (1,140 )
Income before taxes on income
    3,480       3,198       9,358       8,001  
                                 
Taxes on income
    826       1,631       2,005       4,848  
Net income from continuing operations
  $ 2,654     $ 1,567     $ 7,353     $ 3,153  
                                 
Net loss from discontinued operations
    (1,812 )     (799 )     (3,941 )     (7,031 )
Net income (loss)
  $ 842     $ 768     $ 3,412     $ (3,878 )
                                 
Basic net earnings per share from continuing operations
  $ 0.07     $ 0.04     $ 0.19     $ 0.08  
Diluted net earnings per share from continuing operations
  $ 0.07     $ 0.04     $ 0.19     $ 0.08  
                                 
Basic net earnings (loss) per share
  $ 0.02     $ 0.02     $ 0.09     $ (0.10 )
Diluted net earnings (loss) per share
  $ 0.02     $ 0.02     $ 0.09     $ (0.10 )
                                 
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
    38,451       38,001       38,653       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
    38,864       38,349       39,181       38,658  
 
 
 
 
 
Ness Technologies Third Quarter 2010
Page 5 of 9


 
NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
U.S. dollars in thousands
   
   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2009
   
2010
   
2009
   
2010
 
Segment Data (1):
 
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
Revenues from continuing operations:
                       
Software Product Engineering
  $ 25,621     $ 28,879     $ 76,275     $ 83,336  
System Integration and Application Development
    97,581       112,467       300,095       331,044  
    $ 123,202     $ 141,346     $ 376,370     $ 414,380  
Operating income (loss) from continuing operations:
                               
Software Product Engineering
  $ 3,609     $ 3,675     $ 11,819     $ 11,916  
System Integration and Application Development
    3,159       4,002       11,698       9,975  
Unallocated Expenses
    (2,900 )     (3,990 )     (11,949 )     (12,750 )
    $ 3,868     $ 3,687     $ 11,568     $ 9,141  
Geographic Data:
                               
                                 
Revenues from continuing operations:
                               
Israel
  $ 41,905     $ 51,714     $ 129,546     $ 150,680  
North America
    42,115       48,557       128,138       142,187  
Europe
    36,819       38,449       111,893       115,614  
Asia and the Far East
    2,363       2,626       6,793       5,899  
    $ 123,202     $ 141,346     $ 376,370     $ 414,380  
 
 

(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 Third Quarter 2010
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NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
U.S. dollars in thousands
 
   
Nine months ended
September 30,
 
   
2009
   
2010
 
   
(Unaudited)
   
(Unaudited)
 
Cash flows from operating activities:
           
Net income (loss)
  $ 3,412     $ (3,878 )
Adjustments required to reconcile net income (loss) to net cash provided by (used in) operating activities:
               
Net loss from discontinued operations
    3,941       7,031  
Stock-based compensation
    2,619       2,357  
Currency fluctuation of restricted cash and short-term bank deposits
          (999 )
Depreciation and amortization
    12,937       13,387  
Loss (gain) on sale of property and equipment and impairment and sale of cost investments
    (138 )     108  
Commissions related to the sale of Israeli SAP sales and distribution operations
    (2,534 )      
Decrease (increase) in trade receivables, net
    53,444       (9,255 )
Decrease (increase) in unbilled receivables
    3,549       (11,298 )
Increase in other accounts receivable and prepaid expenses
    (4,293 )     (1,982 )
Decrease (increase) in work-in-progress
    (754 )     2,612  
Increase in long-term prepaid expenses
    (414 )     (825 )
Deferred income taxes, net
    395       1,437  
Increase (decrease) in trade payables
    (17,174 )     2,372  
Decrease in advances from customers and deferred revenues
    (2,210 )     (9,518 )
Decrease in other accounts payable and accrued expenses
    (15,508 )     (15 )
Increase in other long-term liabilities
    677       902  
Increase (decrease) in accrued severance pay, net
    (2,570 )     114  
Net cash used in discontinued operations
    (1,279 )     (6,109 )
Net cash provided by (used in) operating activities
    34,100       (13,559 )
                 
Cash flows from investing activities:
               
Consideration from sale of a consolidated subsidiary
          1,711  
Net cash paid for acquisition of a consolidated subsidiary
          (17,197 )
Cash paid for acquisition of intangible assets
          (513 )
Additional payments in connection with acquisitions of subsidiaries in prior periods
    (13,643 )     (1,330 )
Proceeds from maturity of (investment in) short-term bank deposits, net
    (16,822 )     12,031  
Proceeds from sale of property and equipment
    796        
Purchase of property and equipment and capitalization of software developed for internal use
    (9,395 )     (6,906 )
Net cash used in discontinued operations
    (1,808 )      
Net cash used in investing activities
    (40,872 )     (12,204 )
                 
Cash flows from financing activities:
               
Exercise of options
          4  
Repurchase of shares
    (2,037 )     (2,169 )
Acquired subsidiary’s dividend to its former shareholder
    (1,430 )      
Short-term bank loans and credit, net
    (2,960 )     26,622  
Proceeds from long-term debt
    15,000       13,364  
Principal payments of long-term debt
    (4,411 )     (14,659 )
Net cash provided by financing activities
    4,162       23,162  
                 
Effect of exchange rate changes on cash and cash equivalents
    (1,038 )     (2,385 )
Decrease in cash and cash equivalents
    (3,648 )     (4,986 )
Cash and cash equivalents at the beginning of the period
    44,585       40,218  
Cash and cash equivalents at the end of the period
  $ 40,937     $ 35,232  
 
 
 
Ness Technologies Third Quarter 2010
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NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
 
   
December 31,
2009
   
September 30,
2010
 
         
(Unaudited)
 
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 40,218     $ 35,232  
Restricted cash
    2,470       2,572  
Short-term bank deposits
    25,939       14,802  
Trade receivables, net of allowance for doubtful accounts
    131,452       146,683  
Unbilled receivables
    28,012       42,307  
Other accounts receivable and prepaid expenses
    27,832       30,451  
Work in progress
    9,690       6,877  
Total assets attributed to discontinued operations
    43,212       30,616  
Total current assets
    308,825       309,540  
                 
LONG-TERM ASSETS:
               
Long-term prepaid expenses and other assets
    6,083       7,209  
Unbilled receivables
    4,654       3,508  
Deferred income taxes, net
    3,608       2,704  
Severance pay fund
    53,145       57,074  
Property and equipment, net
    35,739       33,813  
Intangible assets, net
    10,016       11,129  
Goodwill
    263,541       279,875  
Total long-term assets
    376,786       395,312  
                 
Total assets
  $ 685,611     $ 704,852  
                 
CURRENT LIABILITIES:
               
Short-term bank credit
  $ 500     $ 30,379  
Current maturities of long-term debt
    21,332       26,303  
Trade payables
    30,914       33,796  
Advances from customers and deferred revenues
    40,639       31,640  
Other accounts payable and accrued expenses
    99,464       106,300  
Total liabilities attributed to discontinued operations
    25,461       12,779  
Total current liabilities
    218,310       241,197  
                 
LONG-TERM LIABILITIES:
               
Long-term debt, net of current maturities
    50,836       43,351  
Other long-term liabilities
    6,689       7,722  
Deferred income taxes
    2,045       2,477  
Accrued severance pay
    56,443       60,670  
Total long-term liabilities
    116,013       114,220  
                 
Total stockholders’ equity
    351,288       349,435  
                 
Total liabilities and stockholders’ equity
  $ 685,611     $ 704,852  
 
 
 
Ness Technologies Third Quarter 2010
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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
September 30,
   
Nine months ended
September 30,
 
   
2009
   
2010
   
2009
   
2010
 
Statements of Income Data:
 
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
GAAP gross profit
  $ 33,422     $ 38,630     $ 99,689     $ 112,868  
Stock-based compensation
    63       49       183       204  
Amortization of intangible assets
    205       140       581       329  
Severance expenses
                966        
Non-GAAP gross profit
  $ 33,690     $ 38,819     $ 101,419     $ 113,401  
                                 
GAAP operating income
  $ 3,868     $ 3,687     $ 11,568     $ 9,141  
Stock-based compensation
    863       751       2,619       1,911  
Amortization of intangible assets
    1,860       1,571       5,225       4,291  
Earn-out and retention expenses related to prior acquisitions
          557             1,534  
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  
Non-GAAP operating income
  $ 6,591     $ 6,566     $ 19,448     $ 17,605  
                                 
GAAP operating margin
    3.1 %     2.6 %     3.1 %     2.2 %
Non-GAAP operating margin
    5.3 %     4.6 %     5.2 %     4.2 %
                                 
GAAP net income from continuing operations
  $ 2,654     $ 1,567     $ 7,353     $ 3,153  
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
    2,223       2,505       6,505       8,023  
Non-GAAP net income from continuing operations
  $ 4,877     $ 4,072     $ 13,858     $ 11,176  
                                 
GAAP diluted net earnings per share from continuing operations
  $ 0.07     $ 0.04     $ 0.19     $ 0.08  
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
    0.06       0.07       0.17       0.21  
Non-GAAP diluted net earnings per share from continuing operations
  $ 0.13     $ 0.11     $ 0.35     $ 0.29  
                                 
Segment Data:
                               
                                 
Software Product Engineering:
                               
GAAP operating income
  $ 3,609     $ 3,675     $ 11,819     $ 11,916  
Amortization of intangible assets
    38       38       115       114  
Non-GAAP operating income
  $ 3,647     $ 3,713     $ 11,934     $ 12,030  
                                 
System Integration and Application Development:
                               
GAAP operating income
  $ 3,159     $ 4,002     $ 11,698     $ 9,975  
Amortization of intangible assets
    1,821       1,533       5,110       4,177  
Earn-out and retention expenses related to prior acquisitions
          557             1,534  
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  
Non-GAAP operating income
  $ 4,980     $ 6,092     $ 15,491     $ 16,414  

 

 
Ness Technologies Third Quarter 2010
Page 9 of 9