Neoware Reports Fiscal 2005 Second Quarter Revenue and Earnings

Revenues Up 34%, Net Income Up 47%


KING OF PRUSSIA, Pa., Feb. 1, 2005 (PRIMEZONE) -- Neoware Systems, Inc. (Nasdaq: NWRE), the leading supplier of software, services, and appliances for thin client computing, today reported record revenues for its fiscal second quarter and six months ended December 31, 2004.


 FY05 Q2 Financial Highlights:

   - Revenues increased 34% to $20,471,000 from $15,322,000 in the
     prior year second quarter and were a record for the Company.

   - Gross profit was $8,745,000, or 43% of revenue, compared to
     $7,638,000, or 50% of revenue, in the prior year second quarter.
     Gross profit margin is consistent with the Company's previously
     announced plan to increase market share by introducing new
     products that compete more effectively with PC's, focus on larger
     enterprise customers, and expand the thin client segment of the
     PC market.

   - Operating expenses were $5,594,000, or 27% of revenue, compared
     to $5,542,000, or 36% of revenue, in the prior year second
     quarter.

   - Net income increased 48% to $2,066,000, or $.13 per diluted
     share, from $1,395,000, or $.09 per diluted share, in the year
     ago quarter, reflecting the operating leverage of the Company's
     software focused business model.

   - Results include $376,000 of amortization of intangibles as a
     result of acquisitions, compared to $317,000 in the prior year
     quarter.

 FY05 Six Month Financial Highlights:

   - Revenues increased 21% to $36,774,000 from $30,336,000 in the
     prior year six month period.

   - Gross profit was $15,836,000, or 43% of revenue, compared to
     $15,603,000, or 51% of revenue, in the prior year six month
     period.

   - Operating expenses were $10,719,000, or 29% of revenue, compared
     to $10,685,000, or 35% of revenue, in the prior year six month
     period.

   - Net income was $3,453,000, or $.21 per diluted share, compared
     to $3,259,000, or $.20 per diluted share, in the prior year six
     month period.

   - Results include $647,000 of amortization of intangibles as a
     result of acquisitions, compared to $503,000 in the prior year
     six month period.

"This was a record quarter for Neoware, and we believe that it reflects the fact that companies around the globe are adopting thin client computing to improve security and lower the cost of desktop computing," stated Michael Kantrowitz, Neoware's Chairman and CEO. "We saw significant growth in all geographies and most notably with enterprise customers both directly and through our alliance with IBM. The strong demand for Neoware thin client products and services in this quarter supports our belief that a significant opportunity exists to grow our business both internally and through acquisitions.

"Our acquisition program, which has been a key element of our successful growth strategy over the past several years, is back on track. In September, we acquired Visara's thin client business, which has now been fully integrated into Neoware, providing us with innovative new products and important new customers. After the end of the quarter we entered into a definitive agreement to acquire TeleVideo's thin client business, and we are now the exclusive reseller for TeleVideo thin clients worldwide. We believe that this acquisition will broaden our product offerings and allow us to pursue the upgrade of millions of TeleVideo green-screen terminals installed worldwide. After the quarter ended, we acquired Mangrove Systems, an innovative provider of Linux software for thin clients, which provides us with unique Linux-based technology and local software development and support expertise in our important European market.

"While we do not give quarterly guidance, we believe that the combination of the significant organic growth we delivered this quarter and our recent acquisitions will lead to continued growth in revenues in calendar 2005 and beyond," Kantrowitz continued. "While our results in any particular period will vary due to the timing of individual orders, given the trends we see in our markets, we now believe that we can achieve revenue growth of 20% to 30% -- or higher -- in calendar 2005 compared to calendar 2004. Our gross profit margin targets during this period will continue to be in the 40% to 45% range and increases in operating expenses will be consistent with our revenue increases as we continue to target operating expenses of 30% percent of revenues or less.

"We firmly believe that the cost and security benefits of thin client computing are becoming increasingly appreciated by technology purchasers and that Neoware's products and services are gaining market share. This quarter's financial results demonstrate the strength of our core markets and of Neoware's profitable business model. Neoware thin client computing is attracting increasing attention by corporate customers as well as industry and mainstream press. Our ownership of core software technologies, our software-focused operating model, and our financial strength make us the clear choice for thin client customers around the globe," 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 website closer to the event date.


        Thomas Weisel Partners Tech 2005 Conference – Feb 8, 2005

        Roth Capital Partners Growth Stock Conference – Feb 23, 2005

CONFERENCE CALL INFORMATION

In connection with this release, management of Neoware will host a conference call at 5:00 PM Eastern Time on February 1, 2005. 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 1-800-895-1715 for domestic calls and +1-785-424-1059 for international calls. The conference ID will be NEOWARE. A replay of the call will be available through February 8, 2005 by dialing 1-800-695-2185 domestically and +1-402-530-9028 internationally.

About Neoware

Recently ranked America's eighth fastest-growing company by Fortune Magazine, Neoware is a leading provider of software, services, and thin client appliances that make computing more open, secure, reliable, affordable and manageable. By leveraging open technologies and eliminating the obsolescence that is built into standard PC architectures, Neoware enables enterprises to leverage server-based computing to provide 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 and software 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 product and marketing initiatives; anticipated increased adoption of thin client computing by our customers; growth opportunities generated internally and through acquisitions in coming periods; the consummation of our acquisition of TeleVideo’s thin client business and our belief that the technology to be acquired will broaden our product offerings and help us build sales; continued growth in revenues in calendar year 2005 and thereafter; revenue growth and gross profit margin targets and operating expense increases for the 2005 calendar year; and increased acceptance of thin client products in the market resulting in a gain in market share. 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 inability to consummate and successfully integrate the TeleVideo acquisition; our inability to achieve our expectations for the coming year; the timing and receipt of future orders; our timely development and customers' acceptance of our products, including our new products, Mangrove products and TeleVideo 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, including sales to large enterprise customers; our dependence on our suppliers; increased competition; our continued ability to sell our products through IBM to its customers; our ability to attract and retain qualified personnel, including the former Mangrove employees; 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, 2004 and Form 10-Q for the quarter ended September 30, 2004.

Neoware is a 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
                 (in thousands, except per share data)

                              (Unaudited)

                                            December 31,     June 30,
                                                2004           2004
                                              --------       --------
               ASSETS

 Current assets:
      Cash and cash equivalents               $ 36,286       $ 17,119
      Short-term investments                    16,226         38,177
      Accounts receivable, net                  13,322         10,580
      Inventories                                3,847            795
      Prepaid expenses and other                 1,578          1,628
      Deferred income taxes                        643            643
                                              --------       --------
      Total current assets                      71,902         68,942

 Property and equipment, net                       445            509
 Goodwill                                       20,177         17,466
 Intangibles, net                                4,656          3,545
 Deferred income taxes                             145            145
                                              --------       --------
                                              $ 97,325       $ 90,607
                                              ========       ========
      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
      Accounts payable                        $  4,326       $  5,685
      Accrued compensation and benefits          1,792          1,534
      Other accrued expenses                     1,778          1,071
      Income taxes payable                       2,516            854
      Deferred revenue                             982            739
                                              --------       --------
         Total current liabilities              11,394          9,883
                                              --------       --------

 Deferred revenue                                  278            235
                                              --------       --------
         Total liabilities                      11,672         10,118
                                              --------       --------
 Stockholders' equity:
      Preferred stock                               --             --
      Common stock                                  16             16
      Additional paid-in capital                72,574         71,718
      Treasury stock, 100,000 shares at cost      (100           (100)
      Accumulated other comprehensive income     1,791            936
      Retained earnings                         11,372          7,919
                                              --------       --------
         Total stockholders' equity             85,653         80,489
                                              --------       --------
                                              $ 97,325       $ 90,607
                                              ========       ========


                         NEOWARE SYSTEMS, INC.

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

                              (Unaudited)

                               Three Months Ended    Six Months Ended
                                   December 31,         December 31,
                                 2004       2003      2004       2003
                               -------    -------   -------    -------

 Net revenues                  $20,471    $15,322   $36,774    $30,336
 Cost of revenues               11,726      7,684    20,938     14,733
                               -------    -------   -------    -------
   Gross profit                  8,745      7,638    15,836     15,603
                               -------    -------   -------    -------

 Sales and marketing             3,178      3,377     6,281      6,342
 Research and development          769        687     1,433      1,408
 General and administrative      1,647      1,478     3,005      2,935
                               -------    -------   -------    -------
   Operating expenses            5,594      5,542    10,719     10,685
                               -------    -------   -------    -------

   Operating income              3,151      2,096     5,117      4,918

 Foreign exchange loss            (214)        --      (237)        --
 Interest income, net              193         94       352        177
                               -------    -------   -------    -------

   Income before income taxes    3,130      2,190     5,232      5,095
 Income taxes                    1,064        795     1,779      1,836
                               -------    -------   -------    -------
 Net income                    $ 2,066    $ 1,395   $ 3,453    $ 3,259
                               =======    =======   =======    =======
 Earnings per share:
   Basic                       $   .13    $   .09   $   .22    $   .21
                               =======    =======   =======    =======
   Diluted                     $   .13    $   .09   $   .21    $   .20
                               =======    =======   =======    =======
 Weighted average number of
  common shares outstanding:

   Basic                        15,754     15,743    15,726     15,594
                               =======    =======   =======    =======
   Diluted                      16,188     16,285    16,111     16,282
                               =======    =======   =======    =======



                         NEOWARE SYSTEMS, INC.

                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                 (in thousands, except per share data)

                              (Unaudited)

                             Three Months Ended    Six Months Ended
                                 December 31,         December 31,
                              -----------------   -------------------
                                2004      2003      2004       2003
                              -------   -------   --------   --------
 Cash flows from
 operating activities:
  Net income                  $ 2,066   $ 1,395   $  3,453   $  3,259
  Adjustments to reconcile
   net income to net cash
   provided by operating
   activities-
  Income tax benefit,
   primarily from stock
   option exercises               101        --        121      1,618
  Depreciation                     66        64        130        136
  Amortization of intangibles     376       317        647        503
  Changes in operating assets
   and liabilities- net of
   effect from acquisition-
  Accounts receivable          (2,508)      422     (2,742)     1,819
  Inventories                  (2,139)      823     (3,052)        33
  Prepaid expenses and other      (56)     (152)        51       (107)
  Accounts payable                277     1,921     (1,359)      (573)
  Accrued expenses              2,082       308      2,631       (421)
  Deferred revenue                338        48        285        186
                              -------   -------   --------   --------
 Net cash provided by
  operating activities            603     5,146        165      6,453
                              -------   -------   --------   --------

 Cash flows from investing
 activities:
  Purchase of Visara thin
   client business                (24)       --     (3,799)        --
  Purchase of the TeemTalk
   software business               --       (32)        --     (9,995)
  Purchase of short-term
   investments                 (2,333)   (5,847)   (20,233)   (22,056)
  Sales of short-term
   investments                 24,815    13,431     42,184     14,414
  Purchase of intangible
   assets                            --      --         --       (125)
  Purchases of property
   and equipment                  (47)      (26)       (66)      (106)
                              -------   -------   --------   --------
 Net cash provided by (used
  in) investing activities     22,411     7,526     18,086    (17,868)
                              -------   -------   --------   --------
 Cash flows from financing
 activities:
  Repayments of capital
   leases                          (2)       (1)        (5)        (3)
  Sale of common stock,
   net of expenses                 --        --         --     24,609
  Expenses for prior
   issuance of common stock        --        (3)        --         (3)
  Exercise of stock options
   and warrants                   666        92        735        830
                              -------   -------   --------   --------
 Net cash provided by
  financing activities            664        88        730     25,433
                              -------   -------   --------   --------

 Effect of foreign exchange
  rate changes on cash            135       (41)       186        (28)
                              -------   -------   --------   --------

  Increase in cash and
   cash equivalents            23,813    12,719     19,167     13,990
 Cash and cash equivalents,
  beginning of period          12,473    27,285     17,119     26,014
                              -------   -------   --------   --------
  Cash and cash equivalents,
   end of period              $36,286   $40,004   $ 36,286   $ 40,004
                              =======   =======   ========   ========
 Supplemental disclosures:
  Cash paid for income
    taxes                     $    15   $    --   $     46   $    264


            

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