NDS Group Plc Reports First Quarter Results




 HIGHLIGHTS:

 -- Revenues for first quarter up 14% to $164 million
 -- Operating income for first quarter up 25% to $45 million
 -- 66.6 million active digital TV smart cards
 -- 44.7 million cumulative set-top boxes activated with NDS middleware
 -- 4.2 million cumulative DVR deployments
 -- New business wins in Europe, Asia and the United States

NEW YORK and LONDON, Oct. 31, 2006 (PRIMEZONE) --NDS Group plc ("NDS" or the "Company") (Nasdaq:NNDS), a majority owned subsidiary of News Corporation, and which supplies open end-to-end digital technology and services to digital pay-television platform operators and content providers, announced today its results for the quarter ended September 30, 2006.

Commenting on NDS's performance, Dr. Abe Peled, Chairman and Chief Executive Officer of NDS, said: "NDS has enjoyed a strong quarter, and has introduced a number of new products that expand our range of solutions and position us to participate in the new markets for secure content distribution that are emerging as a result of the rapid expansion of broadband band-width and penetration."



 KEY FINANCIAL MEASURES

                                                Three month period ended
                                                     September 30,
                                                  --------------------
                                                    2006        2005
                                                  --------    --------
     Revenue (in thousands)                     $  164,162  $  144,495

     Operating income (in thousands)            $   44,590  $   35,735

     Operating margin                                 27.2%       24.7%

     Net Income (in thousands)                  $   35,088  $   27,105

     Diluted net income per share               $     0.61  $     0.47
                                                  --------    --------


 KEY NON-FINANCIAL MEASURES

                                                Three month period ended
                                                      September 30,
                                                  --------------------
                                                    2006        2005
                                                  --------    --------
     Smart card deliveries (in millions)
     Quantity delivered in period                     6.7         5.5
                                                  --------    --------
     Authorized cards (in millions)
     Net additions                                     1.6         1.8
     At end of period                                 66.6        58.5
                                                  --------    --------
     Middleware deployments (in millions)
     Set-top boxes deployed in period                  3.1         6.3
     Cumulative set-top boxes, end of period          44.7        26.7
                                                  --------    --------
     DVR deployments (in millions)
     Set-top boxes in period                           0.7         0.3
     Cumulative set-top boxes, end of period           4.2         1.7
                                                  --------    --------
     Employees

     Full-time equivalents, end of period            3,089       2,640
                                                  --------    --------

 STRATEGIC DEVELOPMENTS

 -- Tata-Sky launched its DTH pay television service in India using NDS
    conditional access, broadcast management and middleware technology.

 -- Canal Digital, a distributor of digital TV channels and services
    and applications to the Nordic market, agreed to integrate NDS's
    MediaHighway middleware into set-top boxes for deployment across
    Sweden, Denmark, Norway and Finland.

 -- Get, the Norwegian cable TV and broadband company, selected NDS
    technology to support its digital cable TV platform. NDS will
    provide Get with conditional access, middleware, DVR and EPG
    solutions.

 -- SES AMERICOM, a satellite operator and services provider in North
    America, has agreed to distribute NDS's Synamedia Metro IPTV
    middleware solution to the North American telecommunications
    market.

 -- Romtelecom, the leading telecommunications company in Romania, is
    to deploy a full end-to-end system, including NDS conditional
    access, middleware and EPG, on a new DTH satellite TV platform.

 -- NDS has added new digital rights management capabilities to its NDS
    VideoGuard solution, enabling pay-TV operators to securely provide
    content across any platform to any type of device. The solution has
    been designed to address today's consumer viewing habits, with a
    focus on ensuring that subscribers can access their desired content
    when they want to watch it over whatever network and device they
    choose to watch it on. The additional components of VideoGuard
    include a unified conditional access and digital rights' management
    head end, a security agent that is integrated within consumer
    electronics devices and a secure media player integrated into PCs.
    The solution also includes a VideoGuard Key, a portable storage
    device containing robust hardware-based conditional access that
    enables consumers to securely view and transfer content between a
    range of devices, including PCs, mobile devices and set-top boxes.

 -- NDS has also launched XTend, a new solution that enables content
    stored on the subscriber's PC to be transferred seamlessly to the
    set-top box over a home network and viewed on the TV.

 -- NDS has extended its capabilities in games technologies through
    the acquisition of Interactive Television Entertainment ApS, a
    company based in Copenhagen, Denmark.

FINANCIAL REVIEW

Revenue for the first quarter of fiscal 2007 was $164.2 million, an increase of 14% compared to the corresponding period of the previous fiscal year. Conditional access revenue increased by 12% from the corresponding period in the previous fiscal year, due to higher smart card sales and higher security fees, resulting from an increase in the number of authorized cards using NDS technologies to 66.6 million at September 30, 2006 from 58.5 million at September 30, 2005. Revenue from integration, development and support increased by 33% from the corresponding period in the previous fiscal year to $18.4 million, due primarily to the recognition in the current period of revenue realized on the launch of the Tata-Sky satellite pay-TV platform in India. License fees and royalties declined by 1% from the corresponding period in the previous fiscal year. This was a consequence of the high revenues recognized in the corresponding period in the previous financial year from initial download of NDS middleware to DIRECTV set-top boxes in the United States. Offsetting this decrease in part were license fees recognized on the launch of Tata-Sky. A 32% increase in revenue from new technologies from the corresponding period in the previous fiscal year was due to higher income from DVR technologies.

Cost of goods and services sold increased by 4% in the three month period ended September 30, 2006 compared to the corresponding period of the previous fiscal year. This was primarily due to higher operations and support costs. Additionally, royalty expense increased due to changes in the mix of revenues from different types of applications, principally an increase in conditional access revenues. Gross margin as a percentage of revenues was 62.1% in the three month period ended September 30, 2006, compared to 58.6% in the corresponding period of the previous fiscal year.

Total operating expenses increased by 17% in the three month period ended September 30, 2006, compared to the corresponding period of the previous fiscal year. The expansion of the employee base has resulted in higher payroll and benefits, travel and facilities costs. Research and development expenses benefited from a $5.5 million grant from the French government as a consequence of being engaged in certain eligible research projects. In the corresponding period of the previous fiscal year, the Company received an equivalent grant of $5.3 million.

As a result of the factors outlined above, operating income was $44.6 million, or 27.2% of revenue, for the three month period ended September 30, 2006, compared to $35.7 million, or 24.7% of revenue, for the corresponding period of the previous fiscal year. The Company estimates that the weaker U.S. dollar has favorably impacted its operating income by approximately 2%, in the three month period ended September 30, 2006, compared to the corresponding period in the previous fiscal year.

Interest income earned on cash deposits was $6.0 million in the three month period ended September 30, 2006, compared to $2.9 million in the corresponding period of the previous fiscal year. This increase was due to higher average cash balances and higher interest rates. The Company's effective tax rate was 30.7% for the three month period ended September 30, 2006, compared to 29.8% for the corresponding period in the previous fiscal year, due to higher foreign taxes.

As a consequence of all these factors, net income for the three month period ended September 30, 2006 was $35.1 million, or $0.62 per share ($0.61 per share on a diluted basis), compared to $27.1 million, or $0.49 per share ($0.47 per share on a diluted basis), for the corresponding period of the previous fiscal year.

Cash provided by operating activities was $8.3 million in the three month period ended September 30, 2006, compared to $10.8 million in the corresponding period of the previous fiscal year. Higher receipts from customers were more than offset by higher payments for the purchase of smart cards, higher payments for operating expenses and higher tax payments. As a result of $7.7 million in payments for capital items and business acquisitions and $0.6 million received from the exercise of employee stock options, cash and short-term investments was $506.6 million as of September 30, 2006.

About NDS

NDS Group plc (Nasdaq:NNDS), a majority owned subsidiary of News Corporation, supplies open end-to-end digital technology and services to digital pay-television operators and content providers. See www.nds.com for more information about NDS.

Cautionary Statement Concerning Forward-looking Statements

This document contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from these expectations due to changes in global economic, business, competitive market and regulatory factors. More detailed information about these and other factors that could affect future results is contained in our filings with the Securities and Exchange Commission. The "forward-looking statements" included in this document are made only as of the date of this document and we do not undertake any obligation to update any "forward-looking statements" to reflect subsequent events or circumstances.

CONFERENCE CALL

Dr. Abe Peled, Chairman and Chief Executive Officer and Alex Gersh, Chief Financial Officer, will host a conference call to discuss this announcement and answer questions at 9:00 am New York time (2:00 pm U.K. time) on Tuesday, October 31, 2006.



 Dial-in
 U.S. Dial-in:            1-866-832-0717
 U.K. Dial-in:            0800 073 8967
 International Dial-in:   +44 1452 562 716

 Replay (available for 7 days)
 U.S. Toll Free Replay:   1-866-247-4222
 U.K. Toll Free Replay:   0845 245 5205
 International Replay:    +44 1452 550 000
 Replay passcode:         8521439 followed by the pound key

An audio replay will also be available on the NDS website www.nds.com from November 1, 2006.



                          NDS Group plc
           Unaudited Consolidated Statements of Operations

                                                For the three months ended
                                                      September 30,
                                                 ---------------------
     (in thousands, except per-share amounts)       2006        2005
                                                 ---------   ---------
 Revenue:

     Conditional access                          $  92,847   $  83,145
     Integration, development & support             18,412      13,834
     License fees & royalties                       24,350      24,566
     New technologies                               27,499      20,859
     Other                                           1,054       2,091
                                                 ---------   ---------
 Total revenue                                     164,162     144,495
                                                 ---------   ---------
 Cost of goods and services sold:

     Smart card costs                              (20,819)    (21,625)
     Operations & support                          (36,931)    (33,679)
     Royalties                                      (3,514)     (2,897)
     Other                                            (971)     (1,622)
                                                 ---------   ---------
 Total cost of goods and services sold             (62,235)    (59,823)
                                                 ---------   ---------
 Gross margin                                      101,927      84,672
                                                 ---------   ---------
 Operating expenses:

     Research & development                        (34,666)    (30,104)
     Sales & marketing                              (7,977)     (7,271)
     General & administration                      (11,611)     (8,577)
     Amortization of other intangibles              (2,417)     (2,338)
     Other                                            (666)       (647)
                                                 ---------   ---------
 Total operating expenses                          (57,337)    (48,937)
                                                 ---------   ---------
 Operating income                                   44,590      35,735

 Other income:

     Interest, net                                   6,012       2,876
                                                 ---------   ---------
 Income before income tax expense                   50,602      38,611

 Income tax expense                                (15,514)    (11,506)
                                                 ---------   ---------
 Net income                                      $  35,088   $  27,105
                                                 ---------   ---------
 Net income per share:

 Basic net income per share                      $    0.62   $    0.49
 Diluted net income per share                    $    0.61   $    0.47
                                                 =========   =========





                              NDS Group plc
                       Consolidated Balance Sheets

                                                   As of        As of
                                                September 30,  June 30,
     (in thousands, except share amounts)          2006         2006
                                                (Unaudited)   (Audited)
                                                 ---------   ---------
 ASSETS
 Current assets:

     Cash and cash equivalents                   $ 219,848   $ 320,636
     Short-term investments                        286,753     184,401
     Accounts receivable, net                      110,640      97,716
     Accrued income                                 45,750      37,050
     Income tax receivable                           1,073       1,411
     Inventories, net                               46,318      39,340
     Prepaid expenses                               17,805      17,031
     Other current assets                            3,725       3,650
                                                 ---------   ---------
 Total current assets                              731,912     701,235

 Property, plant & equipment, net                   46,073      46,239
 Goodwill                                           67,435      66,917
 Other intangibles, net                             44,022      43,299
 Deferred tax assets                                 7,971       7,506
 Other receivables                                  13,450       6,681
 Other non-current assets                           26,219      25,244
                                                 ---------   ---------
 Total assets                                    $ 937,082   $ 897,121
                                                 ---------   ---------

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:

     Accounts payable                            $  23,486   $  26,966
     Deferred income                                47,400      45,492
     Accrued payroll costs                          19,383      26,647
     Accrued expenses                               26,157      26,245
     Income tax liabilities                         23,774      19,039
     Other current liabilities                      14,480      16,762
                                                 ---------   ---------
 Total current liabilities                         154,680     161,151

 Accrued expenses                                   35,061      33,747
 Deferred income                                   141,248     134,529
                                                 ---------   ---------
 Total liabilities                                 330,989     329,427
                                                 ---------   ---------
 Shareholders' equity:

     Series A ordinary shares, par value $0.01
       per share: 14,905,323 and 14,873,262
       shares outstanding as of September 30,
       and June 30, 2006, respectively                 149         148
     Series B ordinary shares, par value $0.01
       per share: 42,001,000 shares outstanding        420         420
     Deferred shares, par value (pound)1 per
       share: 42,000,002 shares outstanding         64,103      64,103
     Additional paid-in capital                    537,615     534,668

     Accumulated deficit                           (44,533)    (79,621)
     Other comprehensive income                     48,339      47,976
                                                 ---------   ---------
 Total shareholders' equity                        606,093     567,694
                                                 ---------   ---------
 Total liabilities and shareholders' equity      $ 937,082   $ 897,121
                                                 =========   =========





                               NDS Group plc
             Unaudited Consolidated Statements of Cash Flows

                                               For the three months ended
                                                     September 30,
                                                 ---------------------
     (in thousands)                                 2006        2005
                                                 ---------   ---------
 Operating activities:

 Net income                                      $  35,088   $  27,105

 Adjustments to reconcile net income to net
   cash provided by operating activities:

     Depreciation                                    4,376       3,837
     Amortization of other intangibles               2,417       2,338
     Stock option-based compensation                 2,315         977
     Other compensation cost                           176          --
     Change in operating assets and
       liabilities, net of acquisitions:
        Inventories                                 (6,978)      2,455
        Receivables and other assets               (29,538)    (31,498)
        Deferred income                              8,627       5,673
        Accounts payable and other liabilities      (8,205)        (45)
                                                 ---------   ---------
 Net cash provided by operating activities           8,278      10,842
                                                 ---------   ---------
 Investing activities:

 Capital expenditure                                (4,077)     (9,049)
 Proceeds from sale of property, plant
   and equipment                                        27         292
 Short-term investments                           (102,352)         --
 Business acquisitions, net of cash acquired        (3,634)     (2,922)
                                                 ---------   ---------
 Net cash used in investing activities            (110,036)    (11,679)
                                                 ---------   ---------
 Financing activities:

 Issuance of shares                                    634       2,797
                                                 ---------   ---------

 Net (decrease) increase in cash and
   cash equivalents                               (101,124)      1,960

 Cash and cash equivalents, beginning of period    320,636     339,791
 Exchange movements                                    336         274
                                                 ---------   ---------
 Cash and cash equivalents, end of period        $ 219,848   $ 342,025
                                                 =========   =========


            

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