Neoware Reports Fiscal 2004 and Fourth Quarter Revenue and Earnings


KING OF PRUSSIA, Pa., Aug. 5, 2004 (PRIMEZONE) -- Neoware Systems, Inc. (Nasdaq:NWRE), the leading supplier of software, services and appliances for thin client computing, today reported financial results for its fiscal fourth quarter and year ended June 30, 2004.

For the quarter ended June 30, 2004:

- Revenues increased to a record $17,080,000 from $15,824,000 in the prior year fourth quarter as a result of positive customer response to the Company's new product and market strategies and increased sales through IBM to large enterprise customers.

- Gross profit was $7,353,000, or 43% of revenue, compared to $7,491,000, or 47% of revenue, in the prior year fourth quarter as a result of higher enterprise sales and the introduction of new products designed to build market share and expand the thin client segment of the PC market.

- In June 2004, the Company wrote off approximately $1.6 million in deferred expenses for acquisitions that were determined to be unlikely to be consummated in the near future. Excluding this charge, operating expenses were $5,032,000, compared to $4,893,000 in the prior year and $5,681,000 in the prior quarter, as the Company maintained control of its expenditures.

- Excluding the write-off of deferred acquisition costs and the associated income tax benefit, net income was $1,536,000, or $.10 per diluted share, compared to $1,701,000, or $.12 per diluted share, in the year ago quarter. On a GAAP basis, net income was $477,000, or $.03 per diluted share.

For the fiscal year ended June 30, 2004:

- Revenues increased to a record $63,165,000 from $57,522,000 in the prior year.

- Excluding the write-off of deferred acquisition costs and the associated income tax benefit, net income was $6,453,000, or $.40 per diluted share, compared to $6,312,000, or $.43 per diluted share, in the prior year. On a GAAP basis, net income was $5,394,000, or $.34 per diluted share

Accompanying this release is a schedule of a reconciliation of these non-GAAP measures to GAAP financial measures presented in this release.

Customer Highlights

- Selected customers in the quarter included BMC Software, Computer Sciences Corporation, Corestaff Services, CVS, Federated Department Stores, Goodyear Tire and Rubber, Haven Healthcare Management, Independence Air, Johnson and Johnson, Kansas Board of Public Utilities, Kroger, Lockheed Martin, Meridian Health, National Asset Recovery Services, Nike, Renault, Siemens Medical Systems, and Wal-Mart.

"Our new operating plan is producing positive results, as evidenced by our fourth quarter financials," stated Michael Kantrowitz, Neoware's Chairman and CEO. "Record sales to large enterprise customers resulted in the highest quarterly revenues we have ever delivered, and excluding the write-off of acquisition expenses, the second highest net income we achieved this year. Our alliance with IBM delivered substantial sales that were significantly higher than in any previous period.

"During this year we faced challenges in our market and we responded by introducing a number of new initiatives. We are now more proactive in our marketing and selling efforts and have developed new products -- including the industry's only $199 thin client from a major provider -- that are designed to grow the thin client segment of the PC market and our share of it. While we are disappointed that we spent resources this year on an acquisition that we did not complete, we see a real opportunity to pursue acquisitions that we believe can provide additional value for our shareholders. We have this opportunity because our Company is solidly profitable, generated more than $10 million in cash this fiscal year, and ended the year with more than $55 million in cash and short term investments with virtually no debt -- the strongest financial position ever for Neoware.

"Looking forward, we project continued top line growth, driven by increased sales of thin client appliances, as well as our TeemTalk and ThinPC software, through IBM and our other channels. While our results may vary in any given quarter, we are comfortable with current analyst revenue estimates of $70 to $71 million in the coming fiscal year, and believe that if we continue to see positive results from our new product and marketing strategies we may be in a position to raise this guidance in the future. We also believe that we can achieve our existing estimate of 40% to 45% gross margins, and intend to drive operating expenses below 30% as a percentage of revenue, generating improvements in operating and net income. Based on these results, we are comfortable with current analyst estimates of earnings between $.35 and $.42 per share for fiscal 2005, assuming 16 million fully diluted shares. The effects of potential acquisitions that we are pursuing, should any be consummated, are not included in these projections.

"Neoware's products are more secure, reliable, affordable and manageable than personal computers, and they eliminate the obsolescence built into traditional PCs. These benefits are increasingly known throughout our potential customer base and we believe they will continue to drive acceptance of our products and the financial performance of our Company," Mr. Kantrowitz concluded.

UPCOMING INVESTOR EVENTS

Neoware plans to participate in the following investor events. Note that dates are subject to change -- please confirm via the Company's web site closer to the event date.


 Roth Capital Partners Technology Conference 
 New York, NY 
 September 13, 2004

 AEA Classic
 San Diego, CA 
 November 9-10, 2004

 Neoware Annual Meeting 
 King of Prussia, PA 
 December 1, 2004

CONFERENCE CALL INFORMATION

In connection with this release, management of Neoware will host a conference call at 5:00 PM Eastern Time on August 5, 2004. The conference call will be available live at www.vcall.com and on the Neoware website at www.neoware.com. To participate, go to the website 10 minutes prior to the call to register, download and install any necessary audio software. If you are unable to attend the live conference call, an Internet replay of the call will be archived and available after the call. A copy of this press release announcing the Company's earnings and other financial and statistical information about the periods to be presented in the conference call will be available on the Company's website at www.neoware.com.

The call will also be accessible by dialing 1.866.238.1636 for domestic calls and +1.703.639.1160 for international calls. The conference ID will be 509420. A replay of the call will be available through August 14, 2004 by dialing 1.888.266.2081 domestically and +1.703.925.2533 internationally.

Non-GAAP Financial Measures

In this earnings release and during our earnings conference call as described above, we use or plan to discuss certain financial measures which are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States, or GAAP. A reconciliation between non-GAAP and GAAP measures can be found in the accompanying schedule. Operating expenses for the fiscal year and fourth quarter ended June 30, 2004 included a charge of $1,604,000, and net income included the charge and an associated income tax benefit of $545,000, that resulted from the write off of deferred expenses incurred over the last year in connection with acquisitions that the Company determined to be unlikely to be consummated in the near future. We have, therefore, provided the non-GAAP measures in order to present information about the Company's financial performance without this expense, as we believe it provides a more comparable view of the financial performance of the Company's core business.

About Neoware

Neoware's software, services, and thin client appliances make computing more secure, manageable, reliable and affordable by enabling global enterprises to fully leverage server-based computing. By incorporating open, standards-based technologies and eliminating the obsolescence that is built into standard PC architectures, Neoware provides enterprises with increased flexibility and choice, as well as lower up-front and total costs.

Neoware's software products enable enterprises to gain control of their desktops, and to integrate mainframe, midrange, UNIX and Linux applications with Windows(r) and the web. Neoware's thin client appliances enable enterprises to run applications on servers, and display them across wired or wireless networks on secure, managed, reliable appliances that cost as little as one fourth the price of today's typical business PC.

Neoware's products are available worldwide from IBM, as well as from select, knowledgeable resellers. More information about Neoware can be found on the Web at http://www.neoware.com or via email at info@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: our new operating plan; our proactive marketing and sales efforts; our new products designed to grow the thin client segment of the PC market and our market share; our acquisition strategy to provide shareholder value; expectations for fiscal year 2005 revenue of $70 to $71 million, and the possibility of raising this guidance, gross margins in the 40% to 45% range, operating expenses at near current levels, and earnings per share in the range of $0.35 to $0.42; the continued success of our IBM relationship; and the benefits of our products driving our financial performance. These forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those predicted in such forward-looking statements include: our ability to achieve our expectations for our 2005 fiscal year, the timing and receipt of future orders, our timely development and customers' acceptance of our products, pricing pressures, rapid technological changes in the industry, growth of overall thin client sales through the capture of a greater portion of the PC market, increased competition, our continued ability to sell our products through IBM to its customers; our ability to attract and retain qualified personnel, adverse changes in customer order patterns, our ability to identify and successfully consummate and integrate future acquisitions, 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 reports on Form 10-K for the year ended June 30, 2003 and Form 10-Q for the quarter ended March 31, 2004.

Neoware, ThinPC, and TeemTalk are trademarks 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
                 (in thousands, except per share data)

                                        June 30,    June 30,
                                          2004        2003
                                        --------    --------
 ASSETS
 CURRENT ASSETS:
  Cash and cash equivalents             $ 17,119    $ 26,014
  Short-term investments                  38,177       3,151
  Accounts receivable, net                10,580      11,089
  Inventories                                795         772
  Prepaid expenses and other               1,628         798
  Deferred income taxes                      643         946
                                        --------    --------
   Total current assets                   68,942      42,770

 Property and equipment, net                 509         572
 Goodwill                                 17,466       8,943
 Intangibles, net                          3,545       2,091
 Deferred income taxes                       145          --
                                        --------    --------
                                        $ 90,607    $ 54,376
                                        ========    ========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES:
  Accounts payable                      $  5,685    $  4,206
  Accrued expenses                         3,448       2,818
  Capital lease obligations                    7           7
  Deferred revenue                           739         464
                                        --------    --------
   Total current liabilities               9,879       7,495
                                        --------    --------
 Capital lease obligations                     4          10
                                        --------    --------
 Deferred revenue                            235         227
                                        --------    --------
 Deferred income taxes                        --          17
                                        --------    --------
 STOCKHOLDERS' EQUITY:
  Common stock                                16          14
  Additional paid-in capital              71,718      44,215
  Treasury stock                            (100)       (100)
  Other comprehensive income (loss)          936         (27)
  Retained earnings                        7,919       2,525
                                        --------    --------
   Total stockholders' equity             80,489      46,627
                                        --------    --------
                                        $ 90,607    $ 54,376
                                        ========    ========

                         NEOWARE SYSTEMS, INC
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands, except per share data)

                              Three Months Ended  Twelve Months Ended
                                   June 30,             June 30,
                              -------    -------   -------    -------
                                2004       2003     2004       2003
                              -------    -------   -------    -------
                                  Unaudited

 Net revenues                 $17,080    $15,824   $63,165    $57,522
 Cost of revenues               9,727      8,333    32,785     31,549
                              -------    -------   -------    -------
  Gross profit                  7,353      7,491    30,380     25,973
                              -------    -------   -------    -------

 Sales and marketing            3,340      3,034    13,125      9,971
 Research and development         678        536     2,798      1,837
 General and administrative     1,014      1,323     5,476      4,326
 Abandoned acquisition costs    1,604         --     1,604         --
                              -------    -------   -------    -------
  Operating expenses            6,636      4,893    23,003     16,134
                              -------    -------   -------    -------
  Operating income                717      2,598     7,377      9,839

 Transaction adjustment          (106)        --      (106)        --
 Loss on investment                --         --        --       (300)
 Interest income, net             105         59       392        323
                              -------    -------   -------    -------
  Income before income taxes      716      2,657     7,663      9,862
 Income taxes                     239        956     2,269      3,550
                              -------    -------   -------    -------

 Net income                   $   477    $ 1,701   $ 5,394    $ 6,312
                              =======    =======   =======    =======
 Basic earnings per share     $  0.03    $  0.12   $  0.34    $  0.46
                              =======    =======   =======    =======
 Diluted earnings per share   $  0.03    $  0.12   $  0.34    $  0.43
                              =======    =======   =======    =======
 Weighted average number of
  common shares outstanding
  in basic earnings per share
  computation                  15,778     13,950    15,683     13,601
                              =======    =======   =======    =======
 Weighted average number of
  common shares outstanding
  in diluted earnings per
  share computation            16,142     14,647    16,020     14,695
                              =======    =======   =======    =======


                         NEOWARE SYSTEMS, INC
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands)

                              Three Months Ended   Twelve Months Ended
                                    June 30,            June 30,
                               -----------------   ------------------
                                 2004      2003      2004      2003
                               -------   -------   --------   -------
 CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net income                   $   477   $ 1,701   $  5,394   $ 6,312
  Adjustments to reconcile
   net income to net cash
   provided by operating
   activities-
    Depreciation                    53        84        261       296
    Amortization of
     intangibles                   268       139      1,049       538
    Loss on investment              --        --         --       249
    Stock option benefit on
     deferred income taxes         297     1,805      2,005     1,805
    Deferred income tax
     benefit                       141    (1,939)       141       640
  Changes in operating assets
   and liabilities, net of
   effect from acquisition-
    (Increase) decrease in:
     Accounts receivable           603    (1,773)       509    (1,568)
     Inventories                   (47)      355        (22)      268
     Prepaid expenses and
      other                       (589)      142       (820)     (274)
    Increase (decrease) in:
     Accounts payable              581       775      1,478     1,095
     Accrued expenses              467       668        629       685
     Deferred revenue               (2)       63        284       110
                               -------   -------   --------   -------
      Net cash provided by
      operating activities       2,249     2,020     10,908    10,156
                               -------   -------   --------   -------
 CASH FLOWS FROM INVESTING
 ACTIVITIES:
  Purchase of the TeemTalk
   software business                --        --     (9,995)       --
  Purchases of short-term
   investments                  (5,992)   (3,151)   (39,470)   (3,151)
  Sales of short-term
   investments                      --        --      4,444        --
  Purchase of intangible
   assets                           --        47       (125)       --
  Purchases of property and
   equipment                       (69)      (47)      (198)     (154)
                               -------   -------   --------   -------
      Net cash used in
      investing activities      (6,061)   (3,151)   (45,344)   (3,305)
                               -------   -------   --------   -------
 CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Repayments of capital
   leases                           (1)     (202)        (6)     (250)
  Proceeds from issuance of
   common stock, net of
   expenses                         --        --     24,609        --
  Expenses for prior issuance
   of common stock                  --        --         (3)     (122)
  Exercise of stock options
   and warrants                     50       263        884     2,241
  Repayments of officer loans       --       254         --       263
                               -------   -------   --------   -------
      Net cash provided by
      financing activities          49       315     25,484     2,132
                               -------   -------   --------   -------
 EFFECT OF FOREIGN EXCHANGE
 RATE CHANGES ON CASH               59        --         57        --
                               -------   -------   --------   -------
   INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS    (3,704)     (816)    (8,895)    8,983
 CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD           20,823    26,830     26,014    17,031
                               -------   -------   --------   -------
  CASH AND CASH EQUIVALENTS,
   END OF PERIOD               $17,119   $26,014   $ 17,119   $26,014
                               =======   =======   ========   =======
 SUPPLEMENTAL DISCLOSURES:
  Cash paid for income taxes   $    (3)  $   896   $    261   $   976
  Cash paid for interest       $     2   $     6   $      9   $    32


                         NEOWARE SYSTEMS, INC
             Reconciliation of Non-GAAP Financial Measures
                (in thousands, except per share data)

                     Three Months Ended         Twelve Months Ended
                        June 30, 2004              June 30, 2004
                  ----------------------------------------------------
                                      Non-                        Non-
                  GAAP   Adjustment   GAAP   GAAP   Adjustments   GAAP
                  ------------------------   -------------------------
                         Unaudited

 Net income       $ 477   $1,059(A) $1,536   $5,394  $1,059(A)  $6,453

 Basic earnings
  per share       $0.03   $ 0.07    $ 0.10   $ 0.34  $ 0.07     $ 0.41

 Diluted earnings
  per share       $0.03   $ 0.07    $ 0.10   $ 0.34  $ 0.07     $ 0.40


 Footnotes:

 A - Abandoned acquisition costs, net of income tax benefit


            

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