Neoware Reports Record Revenue and Earnings for Second Quarter of Fiscal 2006


KING OF PRUSSIA, Pa., Feb. 1, 2006 (PRIMEZONE) -- Neoware, Inc. (Nasdaq:NWRE), the leading supplier of enterprise thin client solutions and related software and services that make computing more secure, reliable, affordable and manageable, today reported all-time record revenues for its second fiscal quarter ended December 31, 2005.

"Neoware is reporting another quarter of record financial results as a result of robust demand for our thin client solutions," commented Michael Kantrowitz, Neoware's Chairman and CEO.



 FY06 Q2 Financial Highlights:

 - Revenues increased 43% to $29,337,000 from $20,471,000 in the
   prior year second quarter.

 - Gross profit was $12,905,000, or 44% of revenue, compared to
   $8,745,000, or 43% of revenue, in the prior year second quarter.
   Excluding amortization of acquisition-related intangibles and
   stock-based compensation, non-GAAP gross profit was 45% of
   revenue in the December 2005 quarter, compared to 44% of revenue
   in the prior year quarter.

 - Operating expenses were $9,244,000, or 32% of revenue, compared
   to $5,594,000, or 27% of revenue, in the prior year second quarter.
   Excluding amortization of acquisition-related intangibles and
   stock option expense, non-GAAP operating expenses were $7,991,000,
   or 27% of revenue, compared to $5,375,000, or 26% of revenue, in
   the prior year second quarter.

 - GAAP net income per share for the quarter was $.15 per diluted
   share, compared to $.13 per diluted share, in the prior year
   second quarter.

 - Non-GAAP net income per share for the quarter increased 57% to
   $.22 per fully diluted share, compared to $.14 per fully diluted
   share, in the year ago quarter.  Non-GAAP net income excludes
   amortization of acquisition-related intangibles and stock based
   compensation and applies pro forma tax rates of 33% and 34% in
   the second quarter of fiscal 2006 and 2005, respectively, for
   the purpose of showing a comparable view of the Company's
   performance from period to period.

"Neoware's strong financial performance is driven by increasing demand for our thin client solutions," commented Mr. Kantrowitz. "Neoware's products address some of the most important challenges faced by CIOs today by enhancing security, improving manageability and lowering total cost of ownership. These benefits continue to accelerate Neoware thin client adoption by enterprises around the globe."

"In November, we closed our acquisition of Maxspeed Corporation, and in January we completed the integration of Maxspeed into our global business. For the December quarter, Maxspeed contributed approximately $800,000 of revenue; and consistent with our past practice, we will not be able to report this separately in future periods, as the Maxspeed products, customers and technologies have now been integrated into our business and can no longer be separately measured."

"After completing this and the other global acquisitions we announced in 2005, Neoware now has sales and integration centers in the U.S., Austria, Australia, China, France, Germany, India, and the U.K., which gives us the ability to engage with large enterprise customers and to integrate our thin client software into their IT infrastructure."

"Neoware has built successful partnerships with other industry leaders, and these partnerships continue to deliver excellent results. Our alliances with IBM and Lenovo delivered significant enterprise business in the quarter, and represented a new record. We believe that Neoware's new, global organization gives us even greater ability to capitalize on these alliances, as well as the opportunity to create new ones," Mr. Kantrowitz concluded.

FY06 Guidance:

Based upon performance for the fiscal 2006 year-to-date period and currently available information, the Company is updating its guidance for the balance of fiscal 2006 as follows:



 - Revenues for the fiscal year are expected to be approximately
   $114  million, up from the Company's prior guidance of
   $110 million, reflecting growth of approximately 45% from fiscal
   2005.

 - Gross profit margins are expected to be in the range of 40% to
   45% for the year.

 - Non-GAAP operating expenses, excluding stock option expense
   and amortization of acquisition-related intangibles, are expected
   to remain below 30%, and to be leveraged as revenues grow.

 - Acquisition-related amortization is expected to be approximately
   $350,000 per quarter in cost of sales and approximately $600,000
   in operating expenses.

 - Stock option expense is expected to be approximately $25,000
   per quarter in cost of sales and approximately $725,000 per
   quarter in operating expenses, subject to additions should we
   make additional grants in fiscal 2006.

 - The Company's GAAP effective tax rate is expected to be 36% and
   the non-GAAP rate, which excludes the impact of non-deductible
   stock option expense related to incentive stock options for
   fiscal 2006, to be 33%.

CONFERENCE CALL INFORMATION

Neoware will host a conference call at 5:00 PM on February 1, 2006. The conference call will be available live at www.vcall.com and on the Neoware website at www.neoware.com. To participate, please 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.

The call will also be accessible by dialing 1-800-974-9436 in the US and +1-641-297-7617 for international calls. The conference ID will be NEOWARE. A replay of the call will be available through March 1, 2006 by dialing 1-800-645-7959 in the US and +1-641-297-7300 internationally and entering the passcode: 9436, then press the pound key. 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 at the section of the Company's website entitled "News" 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 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, as we believe it provides a more accurate view of the financial performance of the Company's core business and trends relating to its financial condition and results of operations including its cash requirements for ongoing operating activities. We compute non-GAAP net income by adjusting GAAP net income before taxes for amortization of acquired intangible assets such as intellectual property, customer lists and non-compete agreements, and stock-based compensation. We compute non-GAAP gross profit and operating expenses by adjusting the respective GAAP amounts for amortization of acquired intangible assets and stock based compensation. In addition, we used pro-forma tax rates of 33% and 34% the second quarter of fiscal 2006 and 2005, respectively. This compares to GAAP effective tax rates for the same periods of 36% and 34% for the 2006 and 2005 second quarter periods, respectively.

About Neoware

Neoware, Inc. (Nasdaq: NWRE) is the leading supplier of enterprise thin client solutions and related software and services that make computing more secure, reliable, affordable and manageable. By employing open technologies and eliminating the obsolescence built into standard personal computer architectures, Neoware helps enterprises leverage server-based computing architectures to increase security and reliability, enhance flexibility, as well as lower their total cost of ownership.

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. Its 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 personal computer. The company's global development, services, and support provide customers with personalized solutions that facilitate their specialized computing needs.

Neoware's products are available worldwide from IBM and Lenovo, 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 are in King of Prussia, PA, USA.

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



                               # # #

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding: the increasing demand for our products; the continued acceleration of adoption of our products by customers worldwide; the impact of our expanded global organization on our ability to engage with large enterprises and on our current and future alliances; our projected revenue, gross profit margins, operating expenses, acquisition-related amortization, stock option expense and effective tax rates for the balance of fiscal year. 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 manage our expanded organization; 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 ability to maintain our partnerships; our dependence on our suppliers and distributors; increased competition; our continued ability to sell our products through Lenovo to IBM's 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, our annual report on Form 10-K for the year ended June 30, 2005 and our quarterly reports on Forms 10-Q for the quarters ended September 30, 2005 and December 31, 2005.

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



                         NEOWARE SYSTEMS, INC.
                      CONSOLIDATED BALANCE SHEETS
                            (in thousands)
                              (unaudited)

                                             December 31,  June 30,
                ASSETS                          2005         2005
                                              ---------    ---------
 Current assets:
   Cash and cash equivalents                  $  10,093    $   8,285
   Short-term investments                        23,827       34,874
   Accounts receivable, net                      23,349       17,165
   Inventories                                    5,546        3,051
   Prepaid expenses and other                     1,405        2,627
   Deferred income taxes                          1,015        1,015
                                              ---------    ---------
    Total current assets                         65,235       67,017

 Goodwill                                        42,923       31,223
 Intangibles, net                                13,808        9,386
 Other                                              539           --
 Property and equipment, net                      1,217          416
                                              ---------    ---------
                                              $ 123,722    $ 108,042
                                              =========    =========
     LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
   Accounts payable                           $   9,631    $   8,408
   Accrued compensation and benefits              3,094        2,018
   Restructuring reserve                          1,076           --
   Other accrued expenses                         3,732        3,166
   Income taxes payable                              --        2,290
   Deferred revenue                               1,165          734
                                              ---------    ---------
    Total current liabilities                    18,698       16,616

 Deferred income tax                              2,824        1,151
 Deferred revenue                                   287          306
                                              ---------    ---------
    Total liabilities                            21,809       18,073
                                              ---------    ---------

 Stockholders' equity:
   Preferred stock                                   --           --
   Common stock                                      17           16
   Additional paid-in capital                    82,910       74,577
   Treasury stock, 100,000 shares at cost          (100)        (100)
   Accumulated other comprehensive income          (656)         118
   Retained earnings                             19,742       15,358
                                              ---------    ---------
    Total stockholders' equity                  101,913       89,969
                                              ---------    ---------
                                              $ 123,722    $ 108,042
                                              =========    =========

                         NEOWARE SYSTEMS, INC.

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

                              (unaudited)

                               Three Months Ended   Six Months Ended
                                   December 31,       December 31,
                               ------------------  ------------------
                                 2005      2004      2005      2004
                               --------  --------  --------  --------
 Net revenues                  $ 29,337  $ 20,471  $ 55,880  $ 36,774
 Cost of revenues
  Cost of products               16,130    11,569    31,699    20,680
  Amortization of intangibles       302       157       575       258
                               --------  --------  --------  --------
    Total cost of revenues       16,432    11,726    32,274    20,938
                               --------  --------  --------  --------
    Gross profit                 12,905     8,745    23,606    15,836
                               --------  --------  --------  --------
 Operating expenses
  Sales and marketing             4,379     2,959     8,536     5,892
  Research and development        1,591       769     2,886     1,433
  General and administrative      2,797     1,647     5,095     3,005
  Amortization of intangibles       477       219       793       389
                               --------  --------  --------  --------
  Operating expenses              9,244     5,594    17,310    10,719
                               --------  --------  --------  --------

    Operating income              3,661     3,151     6,296     5,117

 Foreign exchange gain (loss)        52      (214)       63      (237)
 Interest income, net               247       193       491       352
                               --------  --------  --------  --------

   Income before income taxes     3,960     3,130     6,850     5,232
 Income taxes                     1,419     1,064     2,466     1,779
                               --------  --------  --------  --------
 Net income                    $  2,541  $  2,066  $  4,384  $  3,453
                               ========  ========  ========  ========
 Earnings per share:
   Basic                       $    .15  $    .13  $    .27  $    .22
                               ========  ========  ========  ========
   Diluted                     $    .15  $    .13  $    .26  $    .21
                               ========  ========  ========  ========
 Weighted average shares
  outstanding:
   Basic                         16,492    15,754    16,383    15,726
                               ========  ========  ========  ========
   Diluted                       17,088    16,188    16,718    16,111
                               ========  ========  ========  ========

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

                              (unaudited)

                                Three Months Ended   Six Months Ended
                                    December 31,       December 31,
                                ------------------  ------------------
                                  2005      2004      2005      2004
                                --------  --------  --------  --------
 Cash flows from
  operating activities:
   Net income                   $  2,541  $  2,066  $  4,384  $  3,453
   Adjustments to reconcile
    net income to net cash
    provided by operating
    activities -
   Income tax benefit, primarily
    from stock option exercises       --       101        --       121
   Depreciation                       79        66       168       130
   Amortization of intangibles       779       376     1,367       647
   Non-cash share-based
    compensation                     797        --     1,517        --
   Changes in operating assets
    and liabilities - net of
    effect from acquisition -
   Accounts receivable            (5,048)   (2,508)   (5,458)   (2,742)
   Inventories                     1,632    (2,139)    1,044    (3,052)
   Prepaid expenses and other      1,289       689     1,892       796
   Accounts payable                  335       275       205    (1,364)
   Accrued expenses               (1,931)    1,336    (4,141)    1,886
   Deferred revenue                  415       338       421       285
                                --------  --------  --------  --------
 Net cash provided by
  operating activities               888       600     1,399       160
                                --------  --------  --------  --------
 Cash flows from investing
  activities:
   Purchase of Visara thin
    client business               (2,107)      (24)   (2,107)   (3,799)
   Purchase of TeleVideo thin
    client business               (3,520)       --    (3,520)       --
   Acquistion of Maxspeed        (11,794)       --   (11,794)       --
   Purchase of short-term
    investments                  (12,538)   (2,333)  (13,438)  (20,233)
   Sales of short-term
    investments                   21,112    24,815    25,362    42,184
   Purchases of property
    and equipment                   (644)      (47)     (818)      (66)
                                --------  --------  --------  --------
 Net cash provided by
  (used in) investing
   activities                     (9,491)   22,411    (6,315)   18,086
                                --------  --------  --------  --------

 Cash flows from financing
  activities:
   Exercise of stock options
    and warrants                   5,215       666     5,376       735
   Excess tax benefit related
    to stock options                 994        --     1,440        --
                                --------  --------  --------  --------
 Net cash provided by
  financing activities             6,209       666     6,816       735
                                --------  --------  --------  --------
 Effect of foreign exchange
  rate changes on cash               (62)      135       (92)      186
                                --------  --------  --------  --------

   Increase (decrease) in
    cash and cash equivalents     (2,456)   23,813     1,808    19,167
 Cash and cash equivalents,
  beginning of period             12,549    12,473     8,285    17,119
                                --------  --------  --------  --------
    Cash and cash equivalents,
     end of period              $ 10,093  $ 36,286  $ 10,093  $ 36,286
                                ========  ========  ========  ========
 Supplemental disclosures:
   Cash paid for income taxes   $  1,545  $     15  $  4,192  $     46

                         NEOWARE SYSTEMS, INC.
               RECONCILIATION OF GAAP TO NON GAAP AMOUNTS
                 (in thousands, except per share data)
                              (unaudited)

                        Three Months Ended        Three Months Ended
                        December 31, 2005          December 31, 2004
                   GAAP Adjustments Non-GAAP  GAAP Adjustments Non-GAAP

 Net revenues       $29,337     --   $29,337  $20,471     --    20,471

 Cost of revenues
   Cost of products  16,130    (21)A  16,109   11,569     --A   11,569
   Amortization of
    intangibles         302   (302)B      --      157   (157)B      --
     Total cost of
      revenue        16,432   (323)   16,109   11,726   (157)   11,569
       Gross profit  12,905    323    13,228    8,745    157     8,902
         Gross profit
          percentage  44.0%            45.1%    42.7%            43.5%

 Operating expenses
   Sales and
    marketing         4,379   (295)A   4,084    2,959     --A    2,959
   Research and
    development       1,591   (102)A   1,489      769     --A      770
   General and
    administrative    2,797   (379)A   2,418    1,647     --A    1,646
   Amortization of
    intangibles         477   (477)B      --      219   (219)B      --
       Operating
        expenses      9,244 (1,253)    7,991    5,594   (219)    5,375

       Operating
        income        3,661  1,576     5,237    3,151    376     3,527
         Percentage
          of revenue    12%              18%      15%              17%

 Foreign exchange
  gain (loss)            52     --        52     (214)    --      (214)
 Interest income, net   247     --       247      193     --       193

     Income before
      income taxes    3,960  1,576     5,536    3,130    376     3,506
 Income taxes         1,419    409C    1,828    1,064    128C    1,192

 Net income          $2,541 $1,167    $3,708   $2,066   $248    $2,314

 Earnings per
  share - diluted     $0.15  $0.07     $0.22    $0.13  $0.02     $0.14

 Weighted average
  shares outstanding
  - diluted          17,088 17,088    17,088   16,188 16,188    16,188


 A - To exclude the effect of stock-based compensation expense.
 B - To exclude the effects of the amortization of intangible assets
     related to business combinations.
 C - To exclude the tax effect of stock-based compensation expense and
     amortization of intangible assets based on effective tax rates of 33%
     and 34% for the three month ended December 31, 2005 and 2004,
     respectively.

                         NEOWARE SYSTEMS, INC.
               RECONCILIATION OF GAAP TO NON GAAP AMOUNTS
                 (in thousands, except per share data)
                              (unaudited)

                        Six Months Ended           Six Months Ended
                        December 31, 2005          December 31, 2004
                    GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP

 Net revenues        $55,880     --   $55,880 $36,774    --    $36,774

 Cost of revenues
   Cost of products   31,699    (40)A  31,659  20,680    --A    20,680
   Amortization of
    intangibles          575   (575)B      --     258  (258)B       --
     Total cost of
      revenue         32,274   (615)   31,659  20,938  (258)    20,680
       Gross profit   23,606    615    24,221  15,836   258     16,094
         Gross profit
          percentage   42.2%            43.3%   43.1%            43.8%

 Operating expenses
   Sales and
    marketing          8,536   (545)A   7,991   5,892    --A     5,892
   Research and
    development        2,886   (207)A   2,679   1,433    --A     1,433
   General and
    administrative     5,095   (725)A   4,370   3,005    --A     3,005
   Amortization of
    intangibles          793   (793)B      --     389  (389)B       --
     Operating
      expenses        17,310 (2,270)   15,040  10,719  (389)    10,330

     Operating income  6,296  2,885     9,181   5,117   647      5,764
       Percentage of
        revenue          11%              16%     14%              16%

 Foreign exchange
  gain (loss)             63     --        63    (237)   --       (237)
 Interest income, net    491     --       491     352    --        352

     Income before
      income taxes     6,850  2,885     9,735   5,232   647      5,879
 Income taxes          2,466    747C    3,213   1,779   221C     2,000

 Net income           $4,384 $2,138    $6,522  $3,453  $426     $3,879

 Earnings per
  share - diluted      $0.26  $0.13    $0.39    $0.21  $0.03     $0.24

 Weighted average
  shares outstanding
  - diluted           16,718 16,718   16,718   16,111 16,111    16,111

 A - To exclude the effect of stock-based compensation expense.
 B - To exclude the effects of the amortization of intangible assets
     related to business combinations.
 C - To exclude the tax effect of stock-based compensation expense and
     amortization of intangible assets based on effective tax rates of
     33% and 34% for the six month ended December 31, 2005 and 2004,
     respectively.




            

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