Neoware Delivers Record Q4 and Fiscal 2002 Revenue and Earnings


KING OF PRUSSIA, Pa., Aug. 28, 2002 (PRIMEZONE) -- Neoware Systems, Inc. (Nasdaq:NWRE), the leading supplier of award-winning software, services, and solutions for the Appliance Computing market, today reported sharply higher revenue and earnings for its fourth quarter and fiscal year ended June 30, 2002.

FINANCIAL HIGHLIGHTS


 -- Revenues for the quarter ended June 30, 2002 increased 165% to
    $14,081,225, from $5,321,251 in the prior year quarter.

 -- Net income for the quarter ended June 30, 2002 increased 278% to
    $1,703,021, or $0.13 per fully diluted share, excluding an income
    tax benefit recorded during the quarter, compared to net income of
    $451,052, or $0.04 per fully diluted share in the prior year
    quarter.

 -- During the quarter ended June 30, 2002, the Company recorded a net
    income tax benefit of $1,346,728, or $0.10 per fully diluted
    share, which reflects the reversal of a previously recorded
    reserve against deferred income tax assets. This reversal is the
    result of the Company's recent sustained history of operating
    profitability and future prospects of continued profitability.

 -- Including the income tax benefit, net income for the quarter ended
    June 30, 2002 was $3,049,749 or $0.23 per fully diluted share.

 -- Revenues for the year ended June 30, 2002 increased 94% to
    $34,309,667, from $17,654,825 in the prior year.

 -- Net income for the year ended June 30, 2002, excluding the income
    tax benefit, was $3,278,320, or $0.28 per fully diluted share,
    compared to a net loss of $(508,768), or $(0.05) per fully diluted
    share in the prior year.

 -- Including the income tax benefit, net income for the fiscal year
    ended June 30, 2002 was $4,625,048, or $0.39 per fully diluted
    share.

"Through our organic growth and carefully targeted acquisitions, we have positioned the Company as a clear leader in our market," stated Michael Kantrowitz, Neoware's President and CEO. "We are now beginning to demonstrate the opportunity we see, by delivering strong revenue growth and the scaling benefits of our software-powered business model."

Commenting further on the Company's growth, Mr. Kantrowitz noted, "Neoware has increased its market share significantly in the past year. We grew our business at three times the thin client market's rate to become the number two supplier of thin clients in the US in calendar 2001 according to International Data Corporation. Importantly, we achieved this gain even before our acquisition of the ThinSTAR product line and our alliance with IBM, both of which occurred in calendar 2002. IDC is predicting robust growth in the thin client appliance market over the next several years. We believe that we are well positioned to continue to grow significantly faster than our market."

"Appliance Computing is gaining increased acceptance because it is now supported by standard Microsoft operating systems, and because it saves customers money. These facts are driving the revenue increases we're delivering. Neoware is gaining market share with growing profitability, a strong balance sheet and no debt. The benefits of our business model are demonstrable in our performance, and we believe that Neoware is very well positioned to continue to deliver positive financial results," Mr. Kantrowitz noted.

ADDITIONAL FINANCIAL HIGHLIGHTS


 -- Organic revenue grew significantly during the quarter. Excluding
    revenue attributable to the IBM Alliance, sales of ThinSTAR
    products, and revenue from NCD in Europe, revenues in Q4 2002 grew
    by approximately 20% from the prior sequential quarter, and more
    than 80% from the prior year quarter.

 -- Operating results include depreciation and amortization of
    $164,829 in Q4 2002, and $496,233 for fiscal 2002.

 -- Total gross margin was 40% in Q4 2002 and 40% in the prior year
    quarter.

 -- Inventory on hand was $1,040,851, or 11 days at June 30, 2002,
    compared to 13 days in the prior year quarter.

 -- Days sales outstanding (DSOs) were 45 days at the end of Q4 2002,
    based upon the timing of sales within the quarter, compared to 38
    days in the prior year quarter. DSOs remained well within the
    Company's goal of less than 60 days based on timing of sales
    within the quarter.

 -- Total operating expenses decreased to 28% of revenue for Q4 2002,
    compared to 34% of revenue in the prior year quarter, reflecting
    the scaling benefits of the Company's software-powered business
    model.

 -- Annualized revenue per employee increased 67% to $526,000 in Q4
    2002 from $316,000 in the prior year quarter, even as employment
    grew by 60%. During the year the Company significantly expanded
    its sales, marketing and executive management ranks.

 -- Research and Development expenses were up 23% in Q4 2002 from the
    prior year quarter, reflecting the Company's commitment to
    establish and maintain technical leadership in its markets.

 -- General and Administrative expenses decreased to 8.6% of revenues
    in Q4 2002 from 10.3% in the prior year quarter as a result of
    increased revenues and the Company's focus on cost containment.

 -- Cash, cash equivalents and marketable securities grew to
    approximately $17.2 million at the end of Q4 2002. During the
    quarter, the Company raised approximately $11 million, net of
    expenses, as a result of a private placement of its common stock
    primarily to institutional investors.

CUSTOMER WINS


 -- During the quarter, the Company sold its products across a broad
    range of industry segments including retail, healthcare, 
    manufacturing, transportation, government, and education.

 -- Neoware added 263 new customers during Q4, up significantly from
    169 in the prior sequential quarter, and representing a new
    record. The Company accomplished this increase even though sales
    generated through distributors increased, where new end-user
    customers are not typically identified.

 -- Specific customer announcements during the quarter included Ateb,
    Raymour and Flanagan, Ninth Judicial Circuit, Sartomer, Lockheed
    Martin, and Keystone Automotive.

 -- Even with record new customer acquisition, revenue from existing
    customers accounted for 88% of total revenue for the quarter,
    demonstrating on-going revenue persistence and Neoware's continued
    high level of customer satisfaction and repeat business.

IBM ALLIANCE


 -- In January 2002, Neoware announced an alliance with IBM under
    which it has become the preferred provider of thin client
    appliances and software to IBM and its customers.

 -- Customer response to the Neoware-IBM Alliance has been very
    positive, and, as a result, Neoware and IBM are engaged together
    in significant new opportunities for the sale of thin client
    appliance solutions throughout the Americas, Europe, and Asia.
    Since forming the alliance, Neoware and IBM have made joint
    presentations to hundreds of customers.

 -- Revenue for Q4 2002 included approximately $2 million attributable
    to the IBM Alliance, significantly more than the Company
    originally projected.

"Neoware intends to continue to distinguish itself from its hardware competitors by providing a complete range of solutions including software, appliances, and services," Mr. Kantrowitz commented. "We believe that our broad product offering provides more value to our customers, and will continue to drive our growth."

"Looking forward, we are confident that we'll deliver continued, significant increases in revenues and gains in market share over the coming year as a result of robust growth in our markets, our superior business model, and our strong industry alliances. As our top line grows, we expect to see additional scaling benefits of our operating model, further reducing our operating expenses as a percentage of revenue. Neoware has the financial strength and resources to continue to grow this business organically, as well as through carefully selected acquisitions," Mr. Kantrowitz concluded.

About Neoware

Neoware provides software, services, and solutions to enable Appliance Computing, a new Internet-based computing architecture targeted at business customers that is designed to be simpler and easier than traditional PC-based computing. Neoware's software and management tools power and manage a new generation of smart computing appliances that utilize the benefits of open, industry-standard technologies to create new alternatives to personal computers used in business and a wide variety of proprietary business devices.

Neoware's products are designed to run local applications for specific vertical markets, plus allow access across a network to multi-user Windows servers, Linux servers, mainframes, minicomputers, and the Internet. Computing appliances that run and are managed by Neoware's software offer the cost benefits of industry-standard hardware and software, easier installation, and have lower up-front and administrative costs than proprietary or PC-based alternatives.

More information about Neoware can be found on the Web at www.neoware.com or via email at invest@neoware.com. Neoware is based in King of Prussia, PA.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding: the anticipated robust growth in the thin client appliance market over the next several years; our expectation that we will continue to grow significantly faster than the thin client market; increased acceptance of Appliance Computing by customers; our commitment to establish and maintain technical leadership in our markets; our complete range of solutions including software, appliances, and services that distinguishes us from our hardware competitors; our belief that our broad product offering provides more value to our customers and will continue to drive our growth; our expectation of continued, significant increases in revenues over the coming year, continued gains in market share due to our business model and our industry alliances, additional scaling benefits of our operating model and continued reduction of our operating expenses as a percentage of revenue and growth in our profitability; our alliance with IBM and the significant new sales opportunities through the alliance; our position as the leading supplier of software, products, services and solutions for the Appliance Computing market; the benefits of our business model; future acquisitions; and our competitive advantage. These forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those predicted in any such forward-looking statement include our ability to continue to lower our costs, our timely development and customers' acceptance of our Appliance Computing products, including acceptance by IBM and NCD customers, pricing pressures, rapid technological changes in the industry, growth of the Appliance Computing market, increased competition, our ability to attract and retain qualified personnel, our ability to identify and successfully consummate future acquisitions; adverse changes in customer order patterns, adverse changes in general economic conditions in the U.S. and internationally, risks associated with foreign operations and political and economic uncertainties associated with current world events. These and other risks are detailed from time to time in Neoware's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its report on Form 10-K for its fiscal year ended June 30, 2001.

Neoware is a registered trademark of Neoware Systems, Inc. All other names products and services are trademarks or registered trademarks of their respective holders.


                         NEOWARE SYSTEMS, INC.
                      CONSOLIDATED BALANCE SHEETS


 ASSETS                                 June 30, 2002   June 30, 2001
                                         ------------    ------------
 CURRENT ASSETS:
 Cash and cash equivalents               $ 17,031,422    $ 11,712,535
 Marketable securities                        183,333         366,667
 Accounts receivable, net                   9,520,558       3,502,013
 Inventories                                1,040,851         458,736
 Deferred income taxes                      1,394,864            --
 Prepaid expenses and other                   551,598         369,529
 Notes receivable                                --            26,072
                                         ------------    ------------
 Total current assets                      29,722,626      16,435,552

 Property and equipment, net                  622,235         199,397
 Goodwill and other intangibles            11,568,940       2,024,453
 Deferred income taxes                        292,863            --
 Notes receivable                             263,732          52,193
 Capitalized and purchased
  software, net                                47,779          77,247
                                         ------------    ------------

                                         $ 42,518,175    $ 18,788,842
                                         ============    ============

 LIABILITIES AND STOCKHOLDERS'  EQUITY
 CURRENT LIABILITIES:
 Accounts payable
                                         $  3,111,164    $    935,943
 Accrued expenses                           2,136,776       1,473,718
 Capital lease obligations                     63,037            --
 Deferred revenue                             582,290         289,278
                                         ------------    ------------
 Total current liabilities                  5,893,267       2,698,939
                                         ------------    ------------

 Capital lease obligations, non-current
  portion                                     204,131            --
                                         ------------    ------------
 Deferred income taxes                        119,215            --
                                         ------------    ------------

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
 Preferred stock                                 --              --
 Common stock                                  12,936          10,280
 Additional paid-in capital                40,291,861      24,524,567
 Treasury stock                              (100,000)       (100,000)
 Accumulated other comprehensive
  income (loss)                              (116,672)         66,667
 Retained earnings (deficit)               (3,786,563)     (8,411,611)
                                         ------------    ------------
 Total stockholders' equity                36,301,562      16,089,903
                                         ------------    ------------

                                         $ 42,518,175    $ 18,788,842
                                         ============    ============


                         NEOWARE SYSTEMS, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS


                      Three Months Ended        Twelve Months Ended
                   ------------------------  ------------------------
                     June 30,     June 30,     June 30,     June 30,
                       2002        2001         2002          2001
                   -----------  -----------  -----------  -----------


 Net revenues      $14,081,225  $ 5,321,251  $34,309,667  $17,654,825
 Cost of revenues    8,482,298    3,212,344   20,345,034   11,692,775
                   -----------  -----------  -----------  -----------
 Gross profit        5,598,927    2,108,907   13,964,633    5,962,050
                   -----------  -----------  -----------  -----------

 Sales and
  marketing          2,308,322      842,032    6,381,124    3,058,008
 Research and
  development          413,938      336,543    1,441,359      955,386
 General and
  administrative     1,213,945      547,873    3,159,875    2,171,280
 Acquisition
  costs                     --       84,801           --      245,839
                   -----------  -----------  -----------  -----------
 Operating
  expenses           3,936,205    1,811,249   10,982,358    6,430,513
                   -----------  -----------  -----------  -----------

 Operating
  income (loss)      1,662,722      297,658    2,982,275     (468,463)

 Loss on
  investment                --           --           --     (812,000)
 Interest income,
  net                   40,299      153,394      296,045      771,695
                   -----------  -----------  -----------  -----------

 Income (loss)
  before income
  tax benefit        1,703,021      451,052    3,278,320     (508,768)

 Income tax
  benefit            1,346,728           --    1,346,728           --
                   -----------  -----------  -----------  -----------

 Net income
  (loss)           $ 3,049,749  $   451,052  $ 4,625,048  $  (508,768)
                   ===========  ===========  ===========  ===========


 Basic income
  (loss) per
  share            $      0.26  $      0.04  $      0.42  $     (0.05)
                   ===========  ===========  ===========  ===========

 Diluted income
  (loss) per
  share            $      0.23  $      0.04  $      0.39  $     (0.05)
                   ===========  ===========  ===========  ===========
 Weighted average
  number of
  shares used
  in basic
  earnings per
  share
  computation       11,916,044   10,177,703   10,904,565   10,226,316
                   ===========  ===========  ===========  ===========
 Weighted average
  number of
  shares used
  in diluted
  earnings per
  share
  computation       13,417,597   10,561,231   11,851,327   10,226,316
                   ===========  ===========  ===========  ===========


                         NEOWARE SYSTEMS, INC
                 CONSOLIDATED STATEMENTS OF CASH FLOWS


                                          Three Months      Year
                                             Ended          Ended
                                         June 30, 2002   June 30, 2002
                                         ------------    ------------

 CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                             $  3,049,749    $  4,625,048
   Adjustments to reconcile net
    income to net cash provided by
   (used in) operating activities-
    Depreciation and amortization             164,829         496,233
    Deferred income tax benefit            (1,347,481)     (1,347,481)
   Changes in operating assets and
    liabilities -
     (Increase) decrease
       in:
        Accounts receivable                (3,398,913)     (5,670,353)
        Inventories                          (450,645)       (578,166)
        Prepaid expenses and other           (209,097)        (57,119)
      Increase (decrease) in:
        Accounts payable                      415,546       1,050,851
        Accrued expenses                      493,324         498,114
        Deferred revenue                      236,123         139,212
                                         ------------    ------------
   Net cash provided by (used in)
    operating activities                   (1,046,565)       (843,661)
                                         ------------    ------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of Activ-e Solutions               (25,663)       (220,649)
  Purchase of NCD ThinStar                    (29,178)     (4,172,414)
  Purchase of intangible assets               (14,950)        (64,573)
  Purchases of property and
   equipment, net                             (39,580)       (128,324)
                                         ------------    ------------
   Net cash provided by
    (used in) investing activities           (109,371)     (4,585,960)
                                         ------------    ------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments of bank debt                        --          (388,213)
  Repayments of capital leases                (15,019)        (33,317)
  Private placement                        11,192,716      11,192,716
  Exercise of stock options                    27,514         162,789
  Loan to officer                            (263,732)       (263,732)
  Repayments of officer loans                  47,621          78,265
                                         ------------    ------------

   Net cash provided by (used in)
    financing activities                   10,989,100      10,748,508
                                         ------------    ------------

 INCREASE  IN CASH AND CASH
  EQUIVALENTS                               9,833,164       5,318,887

 CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                       7,198,258      11,712,535
                                         ============    ============

 CASH AND CASH EQUIVALENTS,
  END OF PERIOD                          $ 17,031,422    $ 17,031,422
                                         ============    ============


            

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