2014

Ness Technologies Announces Second Quarter 2011 Financial Results Gross Margin Continues to Improve, With Strong Second Quarter Operating Cash Flows

TEANECK, New Jersey, July 27, 2011 /PRNewswire/ --

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, 2011.

Second Quarter 2011 Highlights:

  • On June 10, 2011, the company announced that it entered into a definitive merger agreement under which an affiliate of Citi Venture Capital International, a global private equity investment fund, will acquire Ness in an all-cash transaction valued at approximately $307 million, or $7.75 in cash per share of common stock. The company has scheduled a special meeting of stockholders on August 30, 2011 for the purpose of obtaining stockholder approval for the merger.
  • In connection with its entry into the merger agreement, the company recognized a non-cash goodwill impairment charge of $55.2 million as of June 30, 2011, which brings its book value in line with the transaction value. In addition, the company incurred expenses of $1.4 million related to the transaction during the second quarter.
  • Revenues were $141.3 million, up 1% year-over-year and up 3% sequentially.
  • The company reported an operating loss of $49.4 million, due to the previously mentioned goodwill impairment charge and transaction-related expenses, compared to operating income of $3.0 million in the second quarter of 2010.

    On a non-GAAP basis (1) operating income was $8.7 million, up 44% year-over-year, representing 6.2% of revenues.

  • GAAP net loss from continuing operations was $52.3 million, due to the previously mentioned goodwill impairment charge and transaction-related expenses, compared to net income of $0.9 million in the second quarter of 2010. GAAP net income from continuing operations, adjusted for the goodwill impairment charge and transaction-related expenses, was $4.2 million.

    On a non-GAAP basis, net income from continuing operations was $4.9 million, up 32% year-over-year.

  • GAAP diluted net loss per share from continuing operations was ($1.37), compared to $0.02 in the second quarter of 2010. GAAP diluted net earnings per share from continuing operations, adjusted for the goodwill impairment charge and transaction-related expenses, was $0.11.

    On a non-GAAP basis, diluted net earnings per share from continuing operations were $0.13, up from $0.10 in the second quarter of 2010.

  • Operating cash flows from continuing operations were $15.6 million.
  • Cash, cash equivalents and short-term bank deposits were $45.6 million as of June 30, 2011.
  • Backlog from continuing operations as of June 30, 2011 was $680 million, up 3% year-over-year.
  • Headcount for continuing operations was approximately 6,970 as of June 30, 2011.

"We are proud to have delivered solid second quarter results, despite the distraction inherent in our transaction process, as we continued to execute successfully on our 2011 strategic business plan," said Sachi Gerlitz, president and chief executive officer of Ness Technologies. "Most of our businesses performed well in the quarter, while a few of our Central and Eastern Europe businesses, and others, remain on the path to recovery. We look forward to growth and additional operating margin expansion moving forward."

  • 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, performed well, with 12% year-over-year revenue growth and solid operating margins in line with second quarter expectations.

    • The company's System Integration and Application Development segment generated healthy non-GAAP operating margins on a 1% decline in revenues year-over-year, in its seasonally weak second quarter, with strong performance in Israel and lingering softness in Central and Eastern Europe.

"Our focus on maintaining high billable utilization is paying off nicely, helping us to drive year-over-year operating margin expansion," said Ofer Segev, executive vice president and chief financial officer. "At the same time, we delivered another quarter of strong operating cash flows, demonstrating our tight financial management. Our balance sheet remains strong and we continue to be in our comfort zone regarding liquidity."

Business Outlook

The company continues to expect top line growth and non-GAAP 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. The company is adjusting its GAAP guidance for diluted net earnings per share from continuing operations to account for the non-cash goodwill impairment charge recognized in the second quarter and for transaction-related expenses, to the range shown in the reconciliation table below. The adjustment does not revise the company's prior non-GAAP earnings guidance.


                                                               Full year diluted
                                                           net earnings per
                                                               share ($)
                                                             Low      High
    GAAP basis from continuing operations                 $ (1.04)  $ (0.98)
    Goodwill impairment and transaction-related expenses;
    stock-based compensation; amortization of intangible
    assets; retention expenses related to prior
    acquisitions; net of taxes                               1.61      1.61
    Non-GAAP basis from continuing operations              $ 0.57    $ 0.63


The company's 2011 GAAP guidance excludes future stock-based compensation grants and any transaction-related expenses that may be recognized in the second half of the year; 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 July 2011.

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.

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

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 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, July 27, 2011.

To access the Ness Technologies second 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 and a transcript of the call will be filed with the Securities and Exchange Commission later that day.

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 7,000 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 ("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; (c) earn-out and retention expenses related to prior acquisitions; (d) acquisition and integration costs of its Gilon acquisition in the second quarter of 2010; and (e) goodwill impairment and transaction-related expenses in the second quarter of 2011; 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 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 are included under the heading "Risk Factors" in Ness' filings with the Securities and Exchange Commission. 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,
                                  2010        2011        2010       2011
                               (Unaudited) (Unaudited) (Unaudited)(Unaudited)

    Revenues                   $ 139,701   $ 141,284   $ 273,034   $ 278,593
    Cost of revenues             102,275      98,627     198,796     194,079
    Gross profit                  37,426      42,657      74,238      84,514

    Selling and marketing          9,838       9,587      19,891      18,788
    General and administrative    24,551      25,925      48,893      51,372
    Goodwill impairment and
    transaction-related
    expenses                           -      56,547           -      56,844
    Total operating expenses      34,389      92,059      68,784     127,004

    Operating income (loss)        3,037     (49,402)      5,454     (42,490)
    Financial expenses, net         (442)     (1,324)       (651)     (1,933)
    Income (loss) before taxes
    on income                      2,595     (50,726)      4,803     (44,423)

    Taxes on income                1,707       1,589       3,217       3,724
    Net income (loss) from
    continuing operations          $ 888   $ (52,315)    $ 1,586   $ (48,147)

    Net loss from discontinued
    operations                      (845)     (2,419)     (6,232)     (4,679)
    Net income (loss)               $ 43   $ (54,734)   $ (4,646)  $ (52,826)

    Basic net earnings (loss)
    per share from continuing
    operations                    $ 0.02     $ (1.37)     $ 0.04     $ (1.26)
    Diluted net earnings
    (loss) per share from
    continuing operations         $ 0.02     $ (1.37)     $ 0.04     $ (1.26)

    Basic net earnings (loss)
    per share                     $ 0.00     $ (1.43)    $ (0.12)    $ (1.38)
    Diluted net earnings
    (loss) per share              $ 0.00     $ (1.43)    $ (0.12)    $ (1.38)

    Weighted average number of
    shares (in thousands) used
    in computing basic net
    earnings (loss) per share
    from continuing
    operations, basic net
    earnings (loss) per share
    and diluted net loss per
    share                         38,161       38,148     38,230      38,189
    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              38,592       38,748     38,672      38,773



 


   
                   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,
                                  2010        2011        2010       2011
    Segment Data:              (Unaudited) (Unaudited) (Unaudited)(Unaudited)

    Revenues from continuing
    operations:
    Software Product
    Engineering                $ 28,060    $ 31,305    $ 54,457    $ 60,164
    System Integration and
    Application Development     111,641     109,979     218,577     218,429
                              $ 139,701   $ 141,284   $ 273,034   $ 278,593
    Operating income (loss)
    from continuing
    operations:
    Software Product
    Engineering                 $ 4,388     $ 3,828     $ 8,241     $ 7,980
    System Integration and
    Application Development       2,746     (48,358)      5,973     (40,448)
    Unallocated Expenses         (4,097)     (4,872)     (8,760)    (10,022)
                                $ 3,037   $ (49,402)    $ 5,454   $ (42,490)
    Geographic Data:

    Revenues from continuing
    operations:
    Israel                     $ 51,327    $ 58,700    $ 98,966   $ 115,847
    North America                48,381      42,066      93,630      84,408
    Europe                       38,164      38,452      77,165      74,274
    Asia and the Far East         1,829       2,066       3,273       4,064
                              $ 139,701   $ 141,284   $ 273,034   $ 278,593


 


   
                   NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            U.S. dollars in thousands
                                                     Six months ended
                                                         June 30,
                                                   2010             2011
                                               (Unaudited)      (Unaudited)
    Cash flows from operating activities:
    Net loss                                 $ (4,646)        $ (52,826)
    Adjustments required to reconcile net
    loss to net cash provided by (used in)
    operating activities:
    Net loss from discontinued operations       6,232             4,679
    Stock-based compensation                    1,600             1,270
    Currency fluctuation of restricted cash
    and short-term bank deposits                 (415)            1,581
    Depreciation and amortization               8,631             8,463
    Loss on sale of property and equipment         79               265
    Goodwill impairment                             -            55,191
    Decrease (increase) in trade
    receivables, net                           (6,719)           24,909
    Increase in unbilled receivables           (5,680)           (4,244)
    Decrease in other accounts receivable
    and prepaid expenses                        1,423             2,933
    Decrease (increase) in work-in-progress     1,393            (1,492)
    Increase in long-term prepaid expenses       (540)           (1,226)
    Deferred income taxes, net                    847              (446)
    Increase in trade payables                 11,473             8,258
    Decrease in advances from customers and
    deferred revenues                          (2,851)           (9,958)
    Decrease in other accounts payable and
    accrued expenses                           (8,369)          (13,510)
    Increase in other long-term liabilities       882               290
    Increase (decrease) in accrued severance
    pay, net                                      266              (372)
    Net cash used in discontinued operations   (3,712)                -
    Net cash provided by (used in) operating
    activities                                   (106)           23,765

    Cash flows from investing activities:
    Consideration from sale of consolidated
    subsidiaries and business operations        1,711             3,273
    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                                    (1,330)           (1,117)
    Proceeds from maturity of short-term
    bank deposits, net                         10,791               653
    Proceeds from sale of property and
    equipment                                       -                73
    Purchase of property and equipment and
    capitalization of software developed for
    internal use                               (5,287)           (5,560)
    Net cash used in investing activities     (10,887)           (2,678)

    Cash flows from financing activities:
    Exercise of options                             -               604
    Repurchase of shares                       (2,169)           (1,181)
    Short-term debt, net                        6,361               (81)
    Proceeds from long-term debt               13,364                 -
    Principal payments of long-term debt       (8,701)          (13,442)
    Net cash provided by (used in) financing
    activities                                  8,855           (14,100)

    Effect of exchange rate changes on cash
    and cash equivalents                       (2,987)             (611)
    Increase (decrease) in cash and cash
    equivalents                                (5,125)            6,376
    Cash and cash equivalents at the
    beginning of the period                    40,218            29,973
    Cash and cash equivalents at the end of
    the period                               $ 35,093          $ 36,349



   
                   NESS TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            U.S. dollars in thousands
                                                          December   June
                                                          31, 2010 30, 2011
                                                                  (Unaudited)
    CURRENT ASSETS:
    Cash and cash equivalents                             $ 29,973 $ 36,349
    Restricted cash                                          2,578    1,006
    Short-term bank deposits                                 8,913    8,251
    Trade receivables, net of allowance for doubtful
    accounts                                               164,950  146,656
    Unbilled receivables                                    34,850   41,847
    Other accounts receivable and prepaid expenses          25,869   25,141
    Work in progress                                         6,648    8,676
    Total assets attributed to discontinued operations      22,475    3,734
    Total current assets                                   296,256  271,660

    LONG-TERM ASSETS:
    Long-term prepaid expenses and other assets              6,252    7,592
    Unbilled receivables                                     2,828    2,610
    Deferred income taxes, net                               2,186    2,659
    Severance pay fund                                      59,583   60,329
    Property and equipment, net                             33,914   34,250
    Intangible assets, net                                   9,481    7,834
    Goodwill                                               282,383  238,187
    Total long-term assets                                 396,627  353,461

                                                         
    Total assets                                         $ 692,883 $625,121

    CURRENT LIABILITIES:
    Short-term debt                                       $ 16,543 $ 16,617
    Current maturities of long-term debt                    26,160   27,901
    Trade payables                                          25,009   35,469
    Advances from customers and deferred revenues           38,772   30,413
    Other accounts payable and accrued expenses            118,599  108,081
    Total liabilities attributed to discontinued
    operations                                              13,116    1,397
    Total current liabilities                              238,199  219,878

    LONG-TERM LIABILITIES:
    Long-term debt, net of current maturities               36,756   24,469
    Other long-term liabilities                              7,942    8,573
    Deferred income taxes                                    2,195    2,536
    Accrued severance pay                                   63,026   63,457
    Total long-term liabilities                            109,919   99,035

    Total stockholders' equity                             344,765  306,208

    Total liabilities and stockholders' equity           $ 692,883 $625,121



   
                   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;
         ACQUISITION AND INTEGRATION COSTS OF GILON ACQUISITION; GOODWILL
          IMPAIRMENT AND TRANSACTION-RELATED EXPENSES; ALL NET OF TAXES
                U.S. dollars in thousands (except per share data)

                                 Three months ended       Six months ended

                                      June 30,                June 30,
                                  2010        2011        2010       2011
    Statements of Income Data: (Unaudited) (Unaudited) (Unaudited)(Unaudited)

    GAAP gross profit          $ 37,426    $ 42,657    $ 74,238    $ 84,514
    Stock-based compensation        116           6         155          27
    Amortization of intangible
    assets                          136          44         189          53
    Non-GAAP gross profit      $ 37,678    $ 42,707    $ 74,582    $ 84,594

    GAAP operating income
    (loss)                      $ 3,037   $ (49,402)    $ 5,454   $ (42,490)
    Stock-based compensation        331         463       1,160       1,259
    Amortization of intangible
    assets                        1,452       1,054       2,720       2,186
    Earn-out and retention
    expenses related to prior
    acquisitions                    497          35         977         120
    Acquisition and
    integration costs of Gilon
    acquisition                     728           -         728           -
    Goodwill impairment and
    transaction-related
    expenses                          -      56,547           -      56,844
    Non-GAAP operating income   $ 6,045     $ 8,697    $ 11,039    $ 17,919

    GAAP operating margin           2.2%      -35.0%        2.0%      -15.3%
    Non-GAAP operating margin       4.3%        6.2%        4.0%        6.4%

    EBITDA                      $ 8,327    $ 11,921    $ 16,222    $ 24,196
    Acquisition and
    integration costs of Gilon
    acquisition                     728           -         728           -
    Non-GAAP EBITDA             $ 9,055    $ 11,921    $ 16,950    $ 24,196

    EBITDA margin                   6.0%        8.4%        5.9%        8.7%
    Non-GAAP EBITDA margin          6.5%        8.4%        6.2%        8.7%

    GAAP net income (loss)
    from continuing operations    $ 888   $ (52,315)    $ 1,586   $ (48,147)
    Goodwill impairment and
    transaction-related
    expenses                          -      56,547           -      56,844
                                    888       4,232       1,586       8,697
    Stock-based compensation;
    amortization of intangible
    assets; earn-out and
    retention expenses related
    to prior acquisitions;
    acquisition and
    integration costs of Gilon
    acquisition; all net of
    taxes                         2,866         708       5,518       2,014
    Non-GAAP net income from
    continuing operations       $ 3,754     $ 4,940     $ 7,104     $10,711

    GAAP diluted net earnings
    (loss) per share from
    continuing operations        $ 0.02     $ (1.37)     $ 0.04     $ (1.26)
    Goodwill impairment and
    transaction-related
    expenses                          -        1.48           -        1.49
                                   0.02        0.11        0.04        0.22
    Stock-based compensation;
    amortization of intangible
    assets; earn-out and
    retention expenses related
    to prior acquisitions;
    acquisition and
    integration costs of Gilon
    acquisition; all net of
    taxes                          0.07        0.02        0.14        0.05
    Non-GAAP diluted net
    earnings per share from
    continuing operations        $ 0.10      $ 0.13      $ 0.18      $ 0.28



   
                   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;
         ACQUISITION AND INTEGRATION COSTS OF GILON ACQUISITION; GOODWILL
          IMPAIRMENT AND TRANSACTION-RELATED EXPENSES; ALL NET OF TAXES
                U.S. dollars in thousands (except per share data)

                                 Three months ended       Six months ended

                                      June 30,                June 30,
                                  2010        2011        2010       2011
    Segment Data:              (Unaudited) (Unaudited) (Unaudited)(Unaudited)

    Software Product
    Engineering:
    GAAP operating income      $ 4,388     $ 3,828     $ 8,241     $ 7,980
    Amortization of intangible
    assets                          38           -          76           -
    Non-GAAP operating income  $ 4,426     $ 3,828     $ 8,317     $ 7,980

    System Integration and
    Application Development:
    GAAP operating income
    (loss)                     $ 2,746   $ (48,358)    $ 5,973   $ (40,448)
    Amortization of intangible
    assets                       1,414       1,054       2,644       2,186
    Earn-out and retention
    expenses related to prior
    acquisitions                   497          35         977         120
    Acquisition and
    integration costs of Gilon
    acquisition                    728           -         728           -
    Goodwill impairment              -      55,191           -      55,191
    Non-GAAP operating income  $ 5,385     $ 7,922    $ 10,322    $ 17,049


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


SOURCE Ness Technologies Inc




Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

 

PR Newswire Membership

Fill out a PR Newswire membership form or contact us at (888) 776-0942.

Learn about PR Newswire services

Request more information about PR Newswire products and services or call us at (888) 776-0942.