Neoware Reports Fiscal 2005 Third Quarter Revenue and Earnings


KING OF PRUSSIA, Pa., May 3, 2005 (PRIMEZONE) -- Neoware Systems, Inc. (Nasdaq:NWRE), the leading supplier of enterprise software, thin client appliances and related services that make computing more open, secure, reliable, affordable, and manageable, today reported record revenues for its fiscal third quarter and nine months ended March 31, 2005.

FY05 Q3 Financial Highlights:



 --  Revenues increased 21% to $19,001,000 from $15,750,000 in the
     prior year third quarter.

 --  Gross profit was $8,253,000, or 43% of revenue, compared to
     $7,424,000, or 47% of revenue, in the prior year third quarter,
     as a result of the Company's growth strategy implemented this
     fiscal year. Amortization of intangibles as a result of
     acquisitions included in cost of sales was $179,000 in the
     current quarter and $101,000 in the prior year third quarter.

 --  Operating expenses were $5,809,000, or 31% of revenue, compared
     to $5,681,000, or 36% of revenue, in the prior year third
     quarter. Amortization of intangibles as a result of acquisitions
     included in operating expenses was $291,000 in the current
     quarter and $177,000 in the prior year third quarter.

 --  GAAP net income for the quarter was $1,765,000, or $.11 per
     diluted share, compared to $1,658,000, or $.10 per diluted share
     in the prior year third quarter. The prior year third quarter
     included an income tax benefit of approximately $435,000 from the
     recovery of prior year taxes and an adjustment of the effective
     tax rate.

 --  Non-GAAP net income was $2,082,000, or $.13 per diluted share in
     the current quarter, compared to $1,406,000 or $.09 per fully
     diluted share, in the year ago quarter. Non-GAAP net income
     excludes amortization of intangibles as a result of acquisitions
     and the related tax effect, as well as the effect in the prior
     year of an income tax benefit of approximately $435,000 from the
     recovery of prior year taxes and an adjustment of the effective
     tax rate. A reconciliation of the non-GAAP to GAAP net income,
     and of all other non-GAAP measures to the most comparable GAAP
     measures, is included in the attached schedule.

 --  Cash and cash equivalents were $45.3 million at March 31, 2005,
     compared with $52.5 million at December 31, 2004, the result of
     positive cash flow from operations, partially offset by
     acquisition costs.

FY05 Nine Month Financial Highlights:



 --  Revenues increased 21% to $55,775,000 from $46,086,000 in the
     prior year nine month period.

 --  Gross profit was $24,089,000, or 43% of revenue, compared to
     $23,027,000, or 50% of revenue, in the prior year nine month
     period.

 --  Operating expenses were $16,528,000, or 29% of revenue, compared
     to $16,367,000, or 36% of revenue, in the prior year nine month
     period.

 --  GAAP net income was $5,220,000, or $.32 per diluted share,
     compared to $4,917,000, or $.31 per diluted share, in the prior
     year nine month period.

 --  Non-GAAP net income excluding amortization of intangibles as a
     result of acquisitions and the related tax effect and the effect
     in the prior year of a tax benefit was $5,976,000, or $.37 per
     diluted share in the current quarter compared to $5,101,000 or
     $.32 per fully diluted share, in the year ago nine month period.

"We are increasingly confident that thin client computing is gaining significant traction with corporate customers, enabling enterprises around the globe to improve security, enhance manageability and lower their costs," stated Michael Kantrowitz, Neoware's Chairman and CEO. "Neoware is delivering higher revenues and profits, and we're seeing strong demand from our customers. We believe that our strategy is working and we must continue to invest in our business in order to continue to drive increases in revenue and profit."

"We're building our business organically, as well as through acquisitions designed to enhance our portfolio of software solutions and increase our geographic reach. During the third quarter, we acquired Mangrove's thin client software business, which provides us with innovative technology in the growing Linux market and enhances our ability to support enterprise customers in Southern Europe. We acquired the ThinTune thin client business, which gives us greater resources to develop and support customers in Central and Eastern Europe. We entered into a definitive agreement to acquire TeleVideo's thin client business and pending the closing of that transaction, we are the exclusive reseller for TeleVideo thin clients, which broadens our product offerings. After the quarter ended, we acquired Qualystem Technology, an innovative provider of on-demand streaming software that lowers the cost and improves the security and manageability of PC and thin client computing."

"Although we do not generally give quarterly guidance, we now believe that the combination of the demand we are seeing in our core markets and our acquisition activities will lead to accelerating growth in revenues in our fiscal year 2006," Kantrowitz continued. "While our results in any particular period will vary due to the timing of individual orders, we now believe that we can achieve revenue growth in fiscal 2006 compared to fiscal 2005 that is toward the upper end of the 20% to 30% range that we previously communicated, or higher. We expect our gross profit margin targets during this period to continue to be in the 40% to 45% range. To capitalize on the opportunities that we see, and including additional costs as a result of compliance with the internal controls provisions of the Sarbanes Oxley Act, operating expenses will increase in the near term to approximately $7 million per quarter, including approximately $500,000 of amortization of intangibles as a result of acquisitions. Over the coming year, while we will further increase operating expenses in order to capitalize on the opportunity in front of us, we also intend to leverage these operating expense increases with revenue growth, and continue to target operating expenses near 30% of revenues during fiscal 2006."

"We believe that the benefits of thin client computing are being increasingly recognized by customers, and that thin client computing is delivering tangible results for enterprises around the globe. Neoware is a leader in delivering these solutions to customers, and is investing to capitalize on the significant growth opportunities we see. Our ownership of core software technologies, our software-focused business model, our alliances with IBM and other industry leaders, and our financial strength make us the clear choice for organizations looking to improve the security and manageability of their computing infrastructure and to lower their costs," Mr. Kantrowitz concluded.

CONFERENCE CALL INFORMATION

In connection with this release, management of Neoware will host a conference call at 5:00 PM Eastern Time on May 3, 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 June 3, 2005 by dialing 1-800-934-7615 domestically and +1-402-220-6981 internationally. A copy of the press release announcing the Company's earnings and other financial and statistical information about the period to be presented in the conference call will be available on the Company's website at www.neoware.com.

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 and in the News/Press Release section of our web site at www.neoware.com. We have provided the non-GAAP measures in order to present information about the Company's financial performance without these expenses, as we believe it provides a more comparable view of the financial performance of the Company's core business and trends relating to its financial condition and results of operations. We compute non-GAAP net income by adjusting GAAP net income for amortization of acquired intangible assets such as intellectual property, customer lists and non-compete agreements. In addition, we used an effective tax rate of 34% for each of the third quarter periods and nine month periods of fiscal 2005 and 2004, respectively. This compares to a GAAP effective tax rate for the same periods of 34% and 11% for the 2005 and 2004 third quarter periods, respectively, and 34% and 29% percent in the 2005 and 2004 nine month periods ended March 31, respectively. During the three months ended March 31, 2004, the Company adjusted the estimated annual effective income tax rate for fiscal 2004 downward to 34%. This reduction is due to an increased estimated benefit from the Extraterritorial Income Exclusion (EIE). The EIE provides a tax benefit by excluding a portion of income from qualified foreign sales from gross income. Also during the three months ended March 31, 2004, the Company recorded an income tax benefit of $332,000 from the recovery of prior years' EIE benefits.

About Neoware

Neoware is a leading provider of enterprise software, thin client appliances, and related services that make computing more open, secure, reliable, affordable and manageable. Neoware was recently ranked America's eighth fastest-growing company by Fortune Magazine. By leveraging open technologies and eliminating the obsolescence that is built into standard PC architectures, Neoware enables enterprises to leverage server-based computing architectures to increase security, flexibility and choice, as well as lower up-front and total costs.

Neoware's software products enable enterprises to gain control of their desktops, stream software on-demand, and to integrate mainframe, midrange, UNIX and Linux applications with Windows(r) environments and the web. Neoware's thin client appliances and software enable enterprises to run applications on servers and to 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 global development, services, and support provide customers with customized solutions that facilitate their specialized computing needs.

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's global headquarters is 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: anticipated increased adoption of thin client computing by our customers; our investment in our business to drive increases in revenues and profits; growth opportunities generated internally and through acquisitions in coming periods; our ability to support enterprise and other customers in Europe; accelerating growth in revenues in fiscal year 2006; revenue growth, gross profit margin targets and operating expense levels for the 2006 fiscal year; our anticipated investments to capitalize on significant growth opportunities; 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 2006 fiscal year; our inability to successfully integrate our recent acquisitions; the timing and receipt of future orders; our timely development and customers' acceptance of our products, including our new 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 employees of the businesses we acquired; 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 Forms 10-Q for the quarters ended September 30, 2004 and December 31, 2004.

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



                      CONSOLIDATED BALANCE SHEETS
                 (in thousands, except per share data)

                              (Unaudited)

                                        (Unaudited)
                                          March 31,    June 30,
                       ASSETS               2005         2004
                                         ---------    ---------
 Current assets:
   Cash and cash equivalents             $  39,087    $  17,119
   Short-term investments                    6,233       38,177
   Accounts receivable, net                 13,891       10,580
   Inventories                               2,978          795
   Prepaid expenses and other                1,271        1,628
   Deferred income taxes                       643          643
                                         ---------    ---------
   Total current assets                     64,103       68,942

 Property and equipment, net                   414          509
 Goodwill                                   27,775       17,466
 Intangibles, net                           10,038        3,545
 Deferred income taxes                         145          145
                                         ---------    ---------

                                         $ 102,475    $  90,607
                                         =========    =========

     LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:

   Accounts payable                      $   5,264    $   5,685
   Accrued compensation and
    benefits                                 1,624        1,534
   Other accrued expenses                    2,857        1,071
   Income taxes payable                      2,326          854
   Deferred revenue                            989          739
                                         ---------    ---------
    Total current liabilities               13,060        9,883
   Deferred revenue                            310          235
                                         ---------    ---------
    Total liabilities                       13,370       10,118
                                         ---------    ---------
  Stockholders' equity:
   Preferred stock                             --           --
   Common stock                                 16           16
   Additional paid-in capital               74,571       71,718
   Treasury stock, 100,000
    shares at cost                            (100)        (100)
   Accumulated other
    comprehensive income                     1,479          936
   Retained earnings                        13,139        7,919
                                         ---------    ---------
     Total stockholders' equity             89,105       80,489
                                         ---------    ---------
                                         $ 102,475    $  90,607
                                         =========    =========




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



                              (Unaudited)

                           Three Months Ended      Nine Months Ended
                                March 31,             December 31,
                           -------------------   -------------------
                             2005      2004        2005       2004
                           --------   --------   --------   --------

 Net revenues              $ 19,001   $ 15,750   $ 55,775   $ 46,086
 Cost of revenues            10,748      8,326     31,686     23,059
                           --------   --------   --------   --------
   Gross profit               8,253      7,424     24,089     23,027
                           --------   --------   --------   --------

 Sales and marketing          3,100      3,442      9,381      9,785
 Research and
  development                   866        712      2,299      2,120
 General and
  administrative              1,843      1,527      4,848      4,462
                           --------   --------   --------   --------

   Operating expenses         5,809      5,681     16,528     16,367
                           --------   --------   --------   --------


   Operating income           2,444      1,743      7,561      6,660

 Foreign exchange loss           (7)       --        (243)       --
 Interest income, net           241        109        594        287
                           --------   --------   --------   --------


   Income before income
    taxes                     2,678      1,852      7,912      6,947
 Income taxes                   913        194      2,692      2,030
                           --------   --------   --------   --------


 Net income                $  1,765   $  1,658   $  5,220   $  4,917
                           ========   ========   ========   ========

 Earnings per share:
   Basic                   $   0.11   $   0.11   $    .33   $    .31
                           ========   ========   ========   ========
   Diluted                 $   0.11   $   0.10   $    .32   $    .31
                           ========   ========   ========   ========


 Weighted average
  number of common
  shares outstanding:
    Basic                    16,061     15,769     15,836     15,652
                           ========   ========   ========   ========
    Diluted                  16,404     16,171     16,207     15,942
                           ========   ========   ========   ========



                       NEOWARE SYSTEMS, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                 (in thousands, except per share data)

                              (Unaudited)



                               (Unaudited)
                            Three Months Ended    Nine Months Ended
                                 March 31,            March 31,
                           -----------------------------------------
                             2005        2004      2005       2004
                           -----------------------------------------
 Cash flows from
   operating activities:

    Net income             $  1,765   $  1,658   $  5,220   $  4,917
    Adjustments to
     reconcile net
     income to net cash
     provided by
     operating
     activities

    Income tax benefit,
     primarily from
     stock option
     exercises                  264         90        385      1,708
    Depreciation                 70         72        199        209
    Amortization of
     intangibles                471        278      1,117        782
    Changes in operating
     assets and
     liabilities - net
     of effect from
     acquisition -
    Accounts receivable       (270)    (1,912)    (3,013)       (94)
    Inventories                 869        (8)    (2,183)         24
    Prepaid expenses
     and other                  545      (125)        595      (231)
    Accounts payable            880      1,471      (479)        897
    Accrued expenses             30        584      2,662        163
    Deferred revenue              7         97        292        284
                           --------   --------   --------   --------
 Net cash provided by
  operating activities        4,631      2,205      4,795      8,659
                           --------   --------   --------   --------

 Cash flows from
   investing activities:

    Purchase of Visara
     thin client
     business                    (6)      --       (3,805)      --
    Purchase of ThinTune
     thin client
     business                (9,383)      --       (9,383)      --
    Purchase of Mangrove
     Systems, SAS            (2,843)      --       (2,843)      --
    Purchase of the
     TeemTalk software
     business                   --        --         --       (9,995)
    Purchase of
     short-term
     investments                --     (28,129)   (20,233)   (50,186)
    Sales of short-term
     investments              9,993      6,738     52,177     21,153
    Purchase of
     intangible assets          --         --         --        (125)
    Purchases of
     property and
     equipment                  (24)       (23)       (90)      (129)
                           --------   --------   --------   --------
 Net cash used in
  investing activities       (2,263)   (21,414)    15,823    (39,282)
                           --------   --------   --------   --------

 Cash flows from
  financing activities:

    Repayments of
     capital leases              (1)        (2)        (5)        (4)
    Sale of common stock,
     net of expenses            --         --         --      24,609
    Expenses for prior
     issuance of common
     stock                      --         --         --          (3)
    Exercise of stock
     options and
     warrants                   432          5      1,168        834
                           --------   --------   --------   --------
 Net cash provided by
  financing activities          431          3      1,163     25,436
                           --------   --------   --------   --------

 Effect of foreign
  exchange rate changes
  on cash                         2         25        187         (4)
                           --------   --------   --------   --------

  Increase (decrease)
   in cash and cash
   equivalents                2,801    (19,181)    21,968     (5,191)
  Cash and cash
   equivalents,
   beginning of period       36,286     40,004     17,119     26,014
                           --------   --------   --------   --------

  Cash and cash
   equivalents, end of
   period                  $ 39,087   $ 20,823   $ 39,087   $ 20,823
                           ========   ========   ========   ========
 Supplemental disclosures:
   Cash paid for income
    taxes                  $     14   $   --     $     60   $    264
   Cash paid for
    interest                    --           2          3          8




                         NEOWARE SYSTEMS, INC.

              RECONCILIATION OF GAAP TO NON GAAP AMOUNTS
                 (in thousands, except per share data)

                              (Unaudited)


                           Three Months Ended    Nine Months Ended
                                March 31,            March 31,
                           -----------------------------------------
                             2005       2004      2005       2004
                           -----------------------------------------

 GAAP Net Income           $  1,765   $  1,658   $  5,220   $  4,917
 Amortization of
  purchased intangible
  assets included
  within cost of sales          179        101        432        290
 Amortization of
  purchased intangible
  assets included
  within operating
  expenses                      291        177        685        492
 Income tax effect of
  amortization of
  purchased intangible
  assets                       (153)       (95)      (361)      (266)
 Prior year EIE income
  tax benefit                             (435)                 (332)
                           --------   --------   --------   --------

 Total net income impact        317       (252)       756        184
                           --------   --------   --------   --------
 Non GAAP Net Income       $  2,082   $  1,406   $  5,976   $  5,101
                           ========   ========   ========   ========
 Non GAAP Earnings per
   share:
  Basic                    $   0.13   $   0.09   $    .38   $    .33
                           ========   ========   ========   ========
  Diluted                  $   0.13   $   0.09   $    .37   $    .32
                           ========   ========   ========   ========

 Weighted average
  number of common
  shares outstanding:

 Basic                       16,061     15,769     15,836     15,652
                           ========   ========   ========   ========
 Diluted                     16,404     16,171     16,207     15,942
                           ========   ========   ========   ========


            

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