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8-K - NESS TECHNOLOGIES INCv220678_8-k.htm

Press Release
 
Ness Technologies Announces First Quarter 2011 Financial Results
 
Ness continues to improve profitability, with the highest operating margin in ten quarters
 
Teaneck, NJ – May 4, 2011 – 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 March 31, 2011.
 
First Quarter 2011 Highlights:
 
 
·
Revenues were $137.3 million, up 3% year-over-year.
 
 
·
Operating income was $6.9 million, up 186% year-over-year.
 
On a non-GAAP basis (1), operating income was $8.9 million, up 79% year-over-year. On a GAAP and non-GAAP basis, operating margin improved sequentially, reaching the highest levels in ten quarters.
 
 
·
Net income from continuing operations was $4.2 million, up 497% year-over-year.
 
On a non-GAAP basis, net income from continuing operations was $5.6 million, up 66% year-over-year.
 
 
·
Diluted net earnings per share from continuing operations were $0.11, up from $0.02 in the first quarter of 2010.
 
On a non-GAAP basis, diluted net earnings per share from continuing operations were $0.14, up from $0.09 in the first quarter of 2010.
 
 
·
In Central and Eastern Europe, operating margin continued to improve, hitting the highest level in nine quarters.
 
 
·
Operating cash flows from continuing operations were $9.7 million, setting a new first quarter record.
 
 
·
Cash, cash equivalents and short-term bank deposits were $35.8 million as of March 31, 2011.
 
 
·
Backlog from continuing operations as of March 31, 2011 was $690 million, up 4% year-over-year.
 
 
·
Headcount for continuing operations was approximately 6,900 as of March 31, 2011.
 
 

(1)
See “Use of Non-GAAP Financial Information” below for more information regarding the company’s use of non-GAAP financial measures.
 
 

 
 
 
“We had a good first quarter and I am very proud of the continued operating margin expansion we delivered. Our steady progress improving operating margins is a direct result of record first quarter results in Israel as well as ongoing improvement in Central and Eastern Europe,” said Sachi Gerlitz, president and chief executive officer of Ness Technologies. “We are making excellent headway on the strategic integration of our business units into one global entity, as manifested by our recent landmark contract with Barclays Capital. We are confident about the year ahead, and look forward to further improvements in our results.”
 
 
·
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 strong quarterly operating margin in its target range and good year-over-year revenue growth.
 
 
§
The company’s System Integration and Application Development segment showed only modest year-over-year revenue growth, but with the best non-GAAP operating margin in eleven quarters, due to strong performance in Israel and ongoing improvement in Central and Eastern Europe.
 
“We are continuing to reap the benefits from the optimization of our operations as well as our improvement in billable utilization,” said Ofer Segev, executive vice president and chief financial officer. “This is evident in our margin expansion, improved earnings and strong first quarter operating cash flows. Our balance sheet is strong, and we remain in our comfort zone regarding liquidity.”
 
Business Outlook
 
The company continues to expect top line growth and operating margin expansion in 2011.
 
Ness reiterates its full year 2011 guidance for revenues from continuing operations in the range of $595 million to $605 million and 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
  $ 0.42     $ 0.48  
Stock-based compensation; amortization of intangible assets; retention expenses related to prior acquisitions; net of taxes
    0.15       0.15  
Non-GAAP basis from continuing operations
  $ 0.57     $ 0.63  
 
The company’s 2011 GAAP guidance excludes future 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 2011 and relevant foreign currency exchange rates will remain at the average levels of April 2011.
 
 
Ness Technologies First Quarter 2011
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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 first quarter 2011 results. The call, which will be simultaneously webcast, will begin at 8:00 AM Eastern Time / 5:00 AM Pacific Time / 3:00 PM Israel Time on Wednesday, May 4, 2011.
 
To access the Ness Technologies first quarter 2011 earnings conference call, participants should dial one of the following numbers and provide the password “NESS” to the operator.
 
North America
1-800-399-0427
Israel
1-80-924-5917
All other locations
+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 6,900 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 (“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); (b) amortization of intangible assets; and (c) earn-out and retention expenses related to prior acquisitions; all 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 First Quarter 2011
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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 on Form 10-K filed with the Securities and Exchange Commission on March 4, 2011. 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:
 
David Kanaan
Intl: +972-54-425-5307
Email: media.int@ness.com
Investor Relations Contacts:
 
Drew Wright
USA: 1-201-488-3262
Email: investor@ness.com
Maya Lustig
Israel: +972-3-767-5110
Email: maya.lustig@ness.com
 
 
 
 
 
 
Ness Technologies First Quarter 2011
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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
March 31,
 
   
2010
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
             
Revenues
  $ 133,333     $ 137,309  
Cost of revenues
    96,521       95,452  
Gross profit
    36,812       41,857  
                 
Selling and marketing
    10,053       9,201  
General and administrative
    24,342       25,744  
Total operating expenses
    34,395       34,945  
                 
Operating income
    2,417       6,912  
Financial expenses, net
    (209 )     (609 )
Income before taxes on income
    2,208       6,303  
                 
Taxes on income
    1,510       2,135  
Net income from continuing operations
  $ 698     $ 4,168  
                 
Net loss from discontinued operations
    (5,387 )     (2,260 )
Net income (loss)
  $ (4,689 )   $ 1,908  
                 
Basic net earnings per share from continuing operations
  $ 0.02     $ 0.11  
Diluted net earnings per share from continuing operations
  $ 0.02     $ 0.11  
                 
Basic net earnings (loss) per share
  $ (0.12 )   $ 0.05  
Diluted net earnings (loss) per share
  $ (0.12 )   $ 0.05  
                 
Weighted average number of shares (in thousands) used in computing basic net earnings per share from continuing operations and basic net earnings (loss) per share
    38,299       38,230  
Weighted average number of shares (in thousands) used in computing diluted net earnings per share from continuing operations and diluted net earnings (loss) per share
    38,722       38,688  
 
 
 
Ness Technologies First Quarter 2011
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NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
U.S. dollars in thousands
 
 
   
Three months ended
March 31,
 
   
2010
   
2011
 
Segment Data:
 
(Unaudited)
   
(Unaudited)
 
             
Revenues from continuing operations:
           
Software Product Engineering
  $ 26,397     $ 28,859  
System Integration and Application Development
    106,936       108,450  
    $ 133,333     $ 137,309  
Operating income (loss) from continuing operations:
               
Software Product Engineering
  $ 3,853     $ 4,152  
System Integration and Application Development
    3,227       7,910  
Unallocated Expenses
    (4,663 )     (5,150 )
    $ 2,417     $ 6,912  
Geographic Data:
               
                 
Revenues from continuing operations:
               
Israel
  $ 47,639     $ 57,147  
North America
    45,249       42,342  
Europe
    39,001       35,822  
Asia and the Far East
    1,444       1,998  
    $ 133,333     $ 137,309  
 
 
Ness Technologies First Quarter 2011
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NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
 
   
Three months ended
March 31,
 
   
2010
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
Cash flows from operating activities:
           
Net income (loss)
  $ (4,689 )   $ 1,908  
Adjustments required to reconcile net income (loss) to net cash provided by operating activities:
               
Net loss from discontinued operations
    5,387       2,260  
Stock-based compensation
    829       808  
Currency fluctuation of restricted cash and short-term bank deposits
    (957 )     (30 )
Depreciation and amortization
    4,169       4,185  
Loss on sale of property and equipment
    66       263  
Decrease in trade receivables, net
    7,163       9,094  
Increase in unbilled receivables
    (2,460 )     (6,185 )
Decrease in other accounts receivable and prepaid expenses
    964       1,753  
Decrease (increase) in work-in-progress
    1,265       (3,219 )
Decrease (increase) in long-term prepaid expenses
    (41 )     772  
Deferred income taxes, net
    456       147  
Increase (decrease) in trade payables
    (1,568 )     13,580  
Decrease in advances from customers and deferred revenues
    (3,747 )     (7,781 )
Decrease in other accounts payable and accrued expenses
    (4,204 )     (7,734 )
Increase in other long-term liabilities
    420       379  
Increase (decrease) in accrued severance pay, net
    104       (479 )
Net cash used in discontinued operations
    (2,655 )      
Net cash provided by operating activities
    502       9,721  
                 
Cash flows from investing activities:
               
Consideration from sale of a consolidated subsidiary
    1,711        
Proceeds from maturity of (investment in) short-term bank deposits, net
    5,662       (661 )
Proceeds from sale of property and equipment
          73  
Purchase of property and equipment and capitalization of software developed for internal use
    (1,744 )     (3,543 )
Net cash provided by (used in) investing activities
    5,629       (4,131 )
                 
Cash flows from financing activities:
               
Exercise of options
          551  
Repurchase of shares
    (611 )     (1,181 )
Short-term debt, net
    (500 )     (5,271 )
Principal payments of long-term debt
    (3,121 )     (6,475 )
Net cash used in financing activities
    (4,232 )     (12,376 )
                 
Effect of exchange rate changes on cash and cash equivalents
    (923 )     419  
Increase (decrease) in cash and cash equivalents
    976       (6,367 )
Cash and cash equivalents at the beginning of the period
    40,218       29,973  
Cash and cash equivalents at the end of the period
  $ 41,194     $ 23,606  
 
 
Ness Technologies First Quarter 2011
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NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
 
   
December 31,
2010
   
March 31,
2011
 
         
(Unaudited)
 
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 29,973     $ 23,606  
Restricted cash
    2,578       1,008  
Short-term bank deposits
    8,913       11,174  
Trade receivables, net of allowance for doubtful accounts
    164,950       159,891  
Unbilled receivables
    34,850       42,612  
Other accounts receivable and prepaid expenses
    28,081       27,548  
Work in progress
    5,613       7,996  
Total assets attributed to discontinued operations
    20,263       16,774  
Total current assets
    295,221       290,609  
                 
LONG-TERM ASSETS:
               
Long-term prepaid expenses and other assets
    5,656       4,944  
Unbilled receivables
    2,828       3,174  
Deferred income taxes, net
    2,186       2,380  
Severance pay fund
    59,583       60,252  
Property and equipment, net
    35,545       37,826  
Intangible assets, net
    9,481       8,716  
Goodwill
    282,383       289,478  
Total long-term assets
    397,662       406,770  
                 
Total assets
  $ 692,883     $ 697,379  
                 
CURRENT LIABILITIES:
               
Short-term debt
  $ 16,543     $ 11,301  
Current maturities of long-term debt
    26,160       27,541  
Trade payables
    25,009       40,092  
Advances from customers and deferred revenues
    38,772       32,129  
Other accounts payable and accrued expenses
    118,599       113,530  
Total liabilities attributed to discontinued operations
    13,116       11,361  
Total current liabilities
    238,199       235,954  
                 
LONG-TERM LIABILITIES:
               
Long-term debt, net of current maturities
    36,756       31,009  
Other long-term liabilities
    7,942       8,571  
Deferred income taxes
    2,195       2,207  
Accrued severance pay
    63,026       63,230  
Total long-term liabilities
    109,919       105,017  
                 
Total stockholders’ equity
    344,765       356,408  
                 
Total liabilities and stockholders’ equity
  $ 692,883     $ 697,379  
 
 
Ness Technologies First Quarter 2011
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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; ALL NET OF TAXES
 
U.S. dollars in thousands (except per share data)
 
   
   
Three months ended
March 31,
 
   
2010
   
2011
 
Statements of Income Data:
 
(Unaudited)
   
(Unaudited)
 
             
GAAP gross profit
  $ 36,812     $ 41,857  
Stock-based compensation
    39       21  
Amortization of intangible assets
    53       9  
Non-GAAP gross profit
  $ 36,904     $ 41,887  
                 
GAAP operating income
  $ 2,417     $ 6,912  
Stock-based compensation
    829       796  
Amortization of intangible assets
    1,268       1,132  
Earn-out and retention expenses related to prior acquisitions
    480       85  
Non-GAAP operating income
  $ 4,994     $ 8,925  
                 
GAAP operating margin
    1.8 %     5.0 %
Non-GAAP operating margin
    3.7 %     6.5 %
                 
EBITDA
  $ 7,895     $ 11,978  
EBITDA margin
    5.9 %     8.7 %
                 
GAAP net income from continuing operations
  $ 698     $ 4,168  
Stock-based compensation; amortization of intangible assets; earn-out and retention expenses related to prior acquisitions; all net of taxes
    2,652       1,404  
Non-GAAP net income from continuing operations
  $ 3,350     $ 5,572  
                 
GAAP diluted net earnings per share from continuing operations
  $ 0.02     $ 0.11  
Stock-based compensation; amortization of intangible assets; earn-out and retention expenses related to prior acquisitions; all net of taxes
    0.07       0.04  
Non-GAAP diluted net earnings per share from continuing operations
  $ 0.09     $ 0.14  
                 
Segment Data:
               
                 
Software Product Engineering:
               
GAAP operating income
  $ 3,853     $ 4,152  
Amortization of intangible assets
    38        
Non-GAAP operating income
  $ 3,891     $ 4,152  
                 
System Integration and Application Development:
               
GAAP operating income
  $ 3,227     $ 7,910  
Amortization of intangible assets
    1,230       1,132  
Earn-out and retention expenses related to prior acquisitions
    480       85  
Non-GAAP operating income
  $ 4,937     $ 9,127  


 
Ness Technologies First Quarter 2011
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