Retalix Announces Fourth Quarter and FY 2008 Results

Strong Improvement in Cash Flow Despite Slowing Economic Conditions; GAAP Net Income to Include Non-Cash Goodwill Impairment Charge When Finalized


RA'ANANA, Israel, March 17, 2009 (GLOBE NEWSWIRE) -- Retalix(r) Ltd. (Nasdaq:RTLX), a global provider of software solutions for retailers and distributors, today announced results for the fourth quarter and the full year ended December 31, 2008.

Summarized financial highlights for the fourth quarter and 12 month period ended December 31, 2008:


 * Total Revenues for the full year reached a Company record of
   $221.6 million, compared to $221.4 million in 2007.  Total
   Revenues in the fourth quarter of 2008 were $52.2 million,
   compared to $55.2 million in the fourth quarter of 2007.

 * Income from Operations (GAAP) for the full year was $1.1 million
   compared to a loss of $(1.5) million for the full year 2007.  In
   the fourth quarter of 2008, Retalix recorded a loss from
   operations (GAAP) of $1 million versus a loss of $3.1 million from
   operations in the fourth quarter of 2007.

   These GAAP results are unaudited and are subject to change. As
   discussed below, the Company reported that GAAP results will
   include a non-cash impairment charge which will range between
   $50 million to $70 million based on management's current
   assessment as it nears finalization of testing.

 * Adjusted Income from Operations (Non-GAAP)* for the full year was
   $9.2 million compared to $6.7 million for the full year 2007.  In
   the fourth quarter of 2008 Retalix recorded an adjusted income
   from operations (Non-GAAP)* of $0.7 million versus an adjusted
   operations loss of $(2.1) million in the fourth quarter of 2007.

 * GAAP Net Income for the full year was $4.1 million, or $0.20 per
   diluted share, subject to change according to the final results of
   our impairment testing described below.  This is compared to a
   loss of $(0.5) million, or a loss of $(0.02) per diluted share in
   the full year 2007.  GAAP Net Income in the fourth quarter of 2008
   was $2 million, or $0.10 per diluted share, subject to change
   according to the final results of our impairment testing described
   below, and compared to a loss of $(1.7) million, or a loss of
   $(0.09) per diluted share, in the fourth quarter of 2007.

 * Impairment of Goodwill: Each year the Company is required under
   SFAS 142 and SFAS 144 to review the value of its long-lived
   assets, including the goodwill and other intangible assets carried
   on its balance sheet.  Due to recent economic conditions, which
   resulted in both a decline in the Company's market capitalization
   and a decline in the Company's estimated forecasted cash flows,
   Retalix management performed an impairment test, which showed an
   indication of impairment.  Retalix is currently conducting the
   second step of is impairment test to determine the amount of
   impairment.

Retalix management expects to recognize a GAAP non-cash impairment charge in the range of $50 to $70 million net of tax, against its goodwill and other intangible assets. These non-cash GAAP charges affecting goodwill acquired in the past will be reflected in the Company's reported GAAP earnings and per share earnings which will be included in Retalix's annual report to be filed on Form 20-F with the U.S. Securities Exchange Commission (SEC).


 * Adjusted Net Income (Non-GAAP)* for the full year was
   $10.4 million, or $0.51 per diluted share, compared to
   $6.1 million, or $0.31 per diluted share, in the full year 2007.
   Adjusted Net Income (Non-GAAP)* in the fourth quarter was
   $3.3 million, or $0.16 per diluted share, compared to a loss of
   $(0.9) million, or a loss of $(0.05) per diluted share, in the
   fourth quarter of 2007.  The adjusted, non-GAAP net income will
   not be impacted by the results of the impairment charge described
   above.

 * Cash Flow: During the full year 2008 the Company generated
   $13.2 million from Operating Activities, compared to a negative
   cash flow of $(23.8) million used in Operating Activities in 2007.
   During the fourth quarter the Company generated $12.3 million from
   Operating Activities, compared to a negative cash flow of
   $(16.9) million used in Operating Activities in the fourth quarter
   of 2007. As of December 31, 2008, the Company had $37.6 million in
   cash and equivalents and marketable securities and less than a
   million dollars in debt.

Barry Shaked, President and CEO of Retalix, said: "The results for the full year 2008 demonstrate the progress of our turnaround efforts over the past year. Despite the uncertainty that overtook the global economy in the fourth quarter of 2008, we significantly improved our performance and our cash flow from operations. Our efforts to improve operating efficiencies strengthened our performance while also ensuring that we were able to meet customers' needs and address the changes in the global economy."

"Recent global economic and financial market conditions caused our recording of a non-cash GAAP goodwill impairment charge in relation to goodwill resulted from acquisitions made in past years. These charges do not affect our cash position, as this is a non-cash charge. We have the capital liquidity and flexibility needed to weather the current economic storm, though we had to adjust our book value to the current market levels," Shaked added.

Retalix highlighted a number of other factors that impacted the financial results of the Company:


 * As a result of changes in the Israeli taxation, the Company
   reported during the fourth quarter a tax benefit which included 
   $5.8 million related to prior years' taxes.
 * Financial expenses in the amount of $2.6 million were recorded in
   the fourth quarter, as a result of currency exchange rate
   fluctuations, primarily due to the strengthening of the U.S.
   Dollar relative to the British Pound and Israeli Shekel, as well
   as a write-down charge in the amount of $0.7 million of Auction
   Rate Securities (ARS) held by Retalix.
 * During 2008, Retalix reduced its global workforce by 219 people,
   through a combination of not replacing employees who resigned and
   selective reductions in force.  Due to the decline in the value of
   its severance funds caused by the global financial crisis, Retalix
   incurred additional severance expenses in an amount of
   $0.8 million.

Hugo Goldman, EVP and CFO of Retalix, said: "The improvements in our operating results for the full year were achieved despite the impact of the weak US Dollar on our operating expenses for most of the year. During the fourth quarter we experienced rapid changes in the global economy, an appreciation of the Dollar relative to the British Pound and Israeli Shekel, together with other unplanned financial expenses due to the decline in the financial markets. However, we were able to generate more than $13 million in cash flow from operations this year, mainly due to our strong collection efforts, continued cost control and focus on profitability. At the end of 2008, our balance sheet had over $37.6 million in cash, cash equivalents and marketable securities and less than a million dollars in debt, giving us a solid foundation from which to continue to manage our business."

Shaked added, "During the fourth quarter we were able to successfully complete some of the licensing agreements that had been deferred during the third quarter while other customers continued to review their technology investments in view of the continued economic uncertainties that overtook the global markets. We believe that retailers will continue to be very cautious in their technology investments, seeking out specific solutions that provide operating enhancements and meaningful and quick returns on their investments. We are working closely with our broad global base of customers, many of which with whom we have longstanding relationships, focusing on our applications that help retailers manage their operations smarter, improve efficiencies and increase customer loyalty."

Outlook for FY 2009

"In view of the continued uncertainty in the global economy, we are taking a more conservative approach to the outlook for 2009, where our main focus will be to continue our efforts to restrain our cost structure and to maintain and enhance our profitability," commented Shaked. "While the pipeline remains healthy, we are experiencing longer approval processes for new assignments, as retailers and distributors move cautiously on new technology investments. Our plans for 2009 are designed to help us maintain profitability even if the tough economic conditions persist, and to allow us to grow revenues and improve our profitability in the event the economy picks up as 2009 progresses."

Retalix currently expects FY 2009 revenues to be between $180 million and $200 million, Non-GAAP* net income to be between $5 million and $11 million and GAAP net income to be between $1 million and $6 million.

Conference Call and Webcast Information

The Company will be holding a conference call to discuss results for the fourth quarter and full year 2008 on Tuesday, March 17, 2009 at 9:00 am Eastern Time (3:00 pm Israeli Time). This conference can be accessed by all interested parties through the Company's web site at http://www.retalix.com/conference-call.cfm. For those unable to participate during the live broadcast, a replay will be available shortly after the call on the Retalix site.

About Retalix

Retalix is an independent provider of software solutions to retailers and distributors worldwide. Retalix solutions serve the needs of grocery chains, convenience and fuel retailers, food and consumer goods distributors and independent grocers. The Company offers a portfolio of software applications that automate and synchronize essential retail and supply chain operations, encompassing stores, headquarters and warehouses. The company's International headquarters are located in Ra'anana, Israel, and its American headquarters are located in Dallas, Texas. For more information about Retalix, please visit http://www.retalix.com.

The Retalix Ltd. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5937

* Note on Use of Non-GAAP Financial Information

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Retalix uses non-GAAP measures of net income and earnings per share, which are adjustments from results based on GAAP to exclude non-cash equity based compensation in accordance with SFAS 123(R), amortization of intangibles related to acquisitions, impairment of goodwill and other intangibles. Retalix's management believes the non-GAAP financial information provided in this release is useful to investors' understanding and assessment of the Company's on-going core operations and prospects for the future. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Management also uses both GAAP and non-GAAP information in evaluating and operating business internally and as such deemed it important to provide all this information to investors.

Reconciliation between GAAP to non-GAAP financial measures is provided in the table below for our FY 2009 outlook. Further reconciliations for historical non-GAAP financial measures appear later in this press release.


 ------------------------------------------
                        FY 2009 Outlook
 ------------------------------------------
                        U.S. $, Millions
 ------------------------------------------
 Total Revenues             180-200
 ------------------------------------------
 GAAP Net Income              1-6
 ------------------------------------------
 (a)                         2-2.8
 ------------------------------------------
 (b)                         2-2.2
 ------------------------------------------
 Non-GAAP Net Income          5-11
 ------------------------------------------

 (a) The effect of stock-based compensation - SFAS 123(R), net of
     tax effect
 (b) The effect of amortization of intangible assets and acquisition
     related expenses, net of tax effect

Safe Harbor for Forward-Looking Statements: Except for statements of historical fact, the information presented herein constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. For example, the statements regarding our "Outlook for FY 2009" including our expected results and reactions to changes in our markets and our potential to sign deals currently being worked on, and the anticipated results of impairment testing, all involve forward looking statements. These statements include comments regarding the guidance about revenues and net income, expectations about our closing license deals on which we are working, our ability to improve cash flow and profitability and to cut expenses, anticipated demand for the Company's software products, pipeline of prospective customers, our liquidity and flexibility to weather the current economic storm and Management's expectations as to the Company's future financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Retalix, including revenues, income and expenses, to be materially different from any future results, performance or achievements or other guidance or outlooks expressed or implied by such forward-looking statements. Such factors include risks relating to Retalix's anticipated future financial performance and growth, continued roll-outs with existing customers, continued interest in Retalix's new platforms, the perception by leading retailers of Retalix's reputation, the potential benefits to food and fuel retailers and distributors, expansion into new geographic markets, worldwide recessionary conditions and uncertainties regarding the scope and duration of the global financial crisis, and other factors over which Retalix may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. Readers are referred to the reports and documents filed by Retalix with the Securities and Exchange Commission, including Retalix's Annual Report on Form 20-F for the year ended December 31, 2007, for a discussion of these and other important risk factors. Retalix undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.



                             RETALIX LTD.
          CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
        (U.S. $ in thousands, except share and per share data)

                              Year ended          Three months ended
                             December 31             December 31
                        ----------------------  ----------------------
                           2008        2007        2008        2007
                        ----------  ----------  ----------  ----------
                        (Unaudited)  (Audited)       (Unaudited)
                        ----------  ----------  ----------------------

 REVENUES:
  Product sales             72,907      80,511      18,112      20,178
  Service                  148,720     140,900      34,063      34,998
                        ----------  ----------  ----------  ----------
   Total revenues          221,627     221,411      52,175      55,176
                        ----------  ----------  ----------  ----------
 COST OF REVENUES:
  Cost of product sales     45,201      39,132       9,371      11,214
  Cost of service           88,078      65,281      21,260      18,679
                        ----------  ----------  ----------  ----------
   Total cost of
    revenues               133,279     104,413      30,631      29,893
                        ----------  ----------  ----------  ----------

 GROSS PROFIT               88,348     116,998      21,544      25,283
                        ----------  ----------  ----------  ----------
 OPERATING EXPENSES:
  Research and
   development - net        38,357      58,653       8,429      12,252
  Selling and marketing     23,623      31,617       6,926       7,469
  General and
   administrative           25,677      27,539       7,524       8,695
  Other (income)
   expenses - net             (376)        643        (312)         (8)
                        ----------  ----------  ----------  ----------
   Total operating
    expenses                87,281     118,452      22,567      28,408
                        ----------  ----------  ----------  ----------
 INCOME (LOSS) FROM
  OPERATIONS                 1,067      (1,454)     (1,023)     (3,125)
 FINANCIAL INCOME
  (EXPENSES), net           (1,978)      1,032      (2,599)        656
                        ----------  ----------  ----------  ----------
 LOSS BEFORE TAXES ON
  INCOME                      (911)       (422)     (3,622)     (2,469)
 TAX BENEFIT                 5,446         435       5,396         846
                        ----------  ----------  ----------  ----------
 INCOME (LOSS) AFTER
  TAXES ON INCOME            4,535          13       1,774      (1,623)
 SHARE IN INCOME (LOSS)
  OF AN ASSOCIATED
  COMPANY                       54          (3)         19          --
 MINORITY INTERESTS IN
  GAINS (LOSSES) OF
  SUBSIDIARIES                (537)       (508)        208        (107)
                        ----------  ----------  ----------  ----------
 NET INCOME (LOSS)           4,052        (498)      2,001      (1,730)
                        ==========  ==========  ==========  ==========
 EARNINGS (LOSSES) PER
  SHARE - in U.S. $:
  Basic                       0.20       (0.02)       0.10       (0.09)
                        ==========  ==========  ==========  ==========
  Diluted                     0.20       (0.02)       0.10       (0.09)
                        ==========  ==========  ==========  ==========
 WEIGHTED AVERAGE NUMBER
  OF SHARES USED IN
  COMPUTATION OF
  EARNINGS PER SHARE -
  in thousands:
  Basic                     20,265      19,851      20,348      19,967
                        ==========  ==========  ==========  ==========
  Diluted                   20,305      19,851      20,389      19,967
                        ==========  ==========  ==========  ==========


                             RETALIX LTD.
                CONDENSED CONSOLIDATED BALANCE SHEETS
                        (U.S. $ in thousands)

                                                      December 31
                                                ----------------------
                                                   2008        2007
                                                ----------  ----------
                                                (Unaudited)  (Audited)
                                                ----------  ----------
                                                ----------------------

                    Assets
 CURRENT ASSETS:
  Cash and cash equivalents                         33,546      22,484
  Marketable securities                              3,239       3,455
  Accounts receivable:
   Trade                                            71,017      81,429
   Other                                            14,644       5,485
  Inventories                                        1,037       1,289
  Deferred income taxes                              3,838       8,286
                                                ----------  ----------
    Total current assets                           127,321     122,428
                                                ----------  ----------
 NON-CURRENT ASSETS:
  Marketable securities                                862       1,657
  Deferred income taxes                             13,423       7,050
  Long-term receivables                              3,382       5,681
  Amounts funded in respect of employee rights
   upon retirement                                   8,663       8,806
  Other                                                963         795
                                                ----------  ----------
    Total non current assets                        27,293      23,989
                                                ----------  ----------
 PROPERTY, PLANT AND EQUIPMENT, net                 14,734      12,568
                                                ----------  ----------
 GOODWILL                                          108,842     108,926
                                                ----------  ----------
 OTHER INTANGIBLE ASSETS, net of accumulated
  amortization:
  Customer base                                     15,399      16,450
  Other                                              2,400       4,229
                                                ----------  ----------
                                                    17,799      20,679
                                                ----------  ----------
     Total assets                                  295,989     288,590
                                                ==========  ==========

                                                      December 31
                                                ----------------------
                                                   2008        2007
                                                ----------  ----------
                                                (Unaudited)  (Audited)
                                                ----------  ----------
                                                ----------------------

      Liabilities and shareholders' equity
 CURRENT LIABILITIES:
  Short-term bank credit                                --          11
  Current maturities of long-term bank loans           249         258
  Accounts payable and accruals:
   Trade                                             8,672      15,410
   Employees and employee institutions               8,783       8,977
   Accrued expenses                                  6,527       6,393
   Other                                             2,125       3,005
  Deferred revenues                                 19,135      16,763
                                                ----------  ----------
    Total current liabilities                       45,491      50,817
                                                ----------  ----------
 LONG-TERM LIABILITIES:
  Long-term bank loans, net of current
   maturities                                          523         786
  Employee rights upon retirement                   13,860      14,362
  Deferred income taxes                                286         219
  Institutions                                       1,112       1,097
                                                ----------  ----------
   Total long-term liabilities                      15,781      16,464
                                                ----------  ----------
   Total liabilities                                61,272      67,281
                                                ----------  ----------
 MINORITY INTERESTS                                  3,327       2,791
                                                ----------  ----------
 SHAREHOLDERS' EQUITY:
  Share capital -Ordinary shares of  NIS 1.00
   par value (authorized): December 31, 2008
   (unaudited) and December 31, 2007 (audited)
   - 30,000,000 shares; issued and outstanding:
   December  31, 2008 (unaudited) - 20,389,771
   Shares; December 31, 2007 (audited) -
   20,001,382 shares;                                5,380       5,273
  Additional paid in capital                       175,435     166,752
  Retained earnings                                 50,247      46,195
  Accumulated other comprehensive income               328         298
                                                ----------  ----------
   Total shareholders' equity                      231,390     218,518
                                                ----------  ----------
    Total liabilities and shareholders equity      295,989     288,590
                                                ==========  ==========


                             RETALIX LTD.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                              Year ended          Three months ended
                              December 31            December 31
                        ----------------------  ----------------------
                           2008        2007        2008        2007
                        ----------  ----------  ----------  ----------
                        (Unaudited)  (Audited)       (Unaudited)
                        ----------  ----------  ----------------------
                                      U.S. $ in thousands
                        ----------------------------------------------
 CASH FLOWS FROM
  OPERATING ACTIVITIES:
  Net income (loss)          4,052        (498)      2,001      (1,729)
  Adjustments required
   to reconcile net
   income (loss) to net
   cash provided by
   (used in) operating
   activities:
  Minority interests in
   gains (losses)
   of subsidiaries             537         508        (208)        118
  Depreciation and
   amortization              6,219       6,947       1,613       1,627
  Share in loss (income) 
   of an associated 
   company                     (54)          3         (19)         --
  Stock based
   compensation expenses     4,777       3,889         850         175
  Changes in accrued
   liability for
   employee rights upon
   retirement                 (396)      2,739      (1,361)        290
  Losses (gains) on 
   amounts funded in 
   respect of employee 
   rights upon 
   retirement                  303        (950)      1,596        (470)
  Deferred income taxes
   - net                    (1,856)     (6,570)        767      (1,405)
  Net decrease (increase)
   in trading securities       984        (216)      1,063          11
  Amortization of
   discount on
   marketable debt
   securities                   --          11          --           1
  Other                        (18)       (109)        (61)        243
 Changes in operating
  assets and
  liabilities:
  Decrease (increase) in
   accounts receivable:
   Trade (including the
    non-current portion)    12,395     (34,700)     14,311     (17,139)
  Other (including long
   term other tax
   payables)                (9,152)      1,278      (4,867)        216
  Increase (decrease) in
   accounts payable and
   accruals:
   Trade                    (6,655)      3,537      (4,584)      3,823
   Employees, employee
    institutions and
    other                     (584)     (2,290)       (143)     (4,532)
  Decrease (Increase) in
   inventories                 247        (118)        554         (21)
  Increase in long-term
   institutions                 --          --          --         406
  Increase in deferred
   revenues (including
   the non-current
   portion)                  2,381       2,810         746       1,445
                        ----------  ----------  ----------  ----------
  Net cash provided by
   (used in) operating
   activities - forward     13,180     (23,729)     12,258     (16,941)
                        ==========  ==========  ==========  ==========


                             RETALIX LTD.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                              Year ended          Three months ended
                              December 31            December 31
                        ----------------------  ----------------------
                           2008        2007        2008        2007
                        ----------  ----------  ----------  ----------
                        (Unaudited)  (Audited)       (Unaudited)
                        ----------  ----------  ----------------------
                                      U.S. $ in thousands
                        ----------------------------------------------

  Net cash provided by
   (used in) operating
   activities - brought
   forward                  13,180     (23,729)     12,258     (16,941)
                        ----------  ----------  ----------  ----------
 CASH FLOWS FROM
  INVESTING ACTIVITIES:
  Maturity of marketable
   debt securities held
   to maturity                 433       9,743          63          --
  Investment in
   marketable debt
   securities held to
   maturity                   (207)     (9,047)         (8)         --
  Acquisition of
   subsidiaries or
   activities
   consolidated for the
   first time(a)              (824)     (1,370)        (89)        (20)
  Purchase of property,
   plant, equipment and
   other assets             (5,055)     (4,676)     (1,609)       (492)
  Proceeds from sale of
   property, plant and
   equipment                    55          69          17          65
  Amounts funded in
   respect of employee
   rights upon
   retirement, net            (168)     (1,097)        192        (124)
  Long-term loans
   collected from
   (granted to)
   employees                    36          17          19          (2)
                        ----------  ----------  ----------  ----------
  Net cash used in
   investing activities     (5,730)     (6,361)     (1,415)       (573)
                        ----------  ----------  ----------  ----------
 CASH FLOWS FROM
  FINANCING ACTIVITIES:
  Repayment of long-term
   bank loans                 (241)       (352)       (125)       (123)
  Issuance of share
   capital to employees
   resulting from
   exercise of options       4,012       2,402          17       1,347
  Short-term bank
   credit - net                (11)     (4,731)         --      (1,366)
                        ----------  ----------  ----------  ----------
  Net cash provided by
   (used in) financing
   activities                3,760      (2,681)       (108)       (142)
                        ----------  ----------  ----------  ----------
 EFFECT OF EXCHANGE RATE
  CHANGES ON CASH             (148)         69        (113)        (53)
                        ----------  ----------  ----------  ----------
 NET INCREASE (DECREASE)
  IN CASH AND CASH
  EQUIVALENTS               11,062     (32,702)     10,622     (17,709)
 BALANCE OF CASH AND
  CASH EQUIVALENTS AT
  BEGINNING OF PERIOD       22,484      55,186      22,924      40,193
                        ----------  ----------  ----------  ----------
 BALANCE OF CASH AND
  CASH EQUIVALENTS AT
  END OF PERIOD             33,546      22,484      33,546      22,484
                        ==========  ==========  ==========  ==========


                             RETALIX LTD.
                CONSOLIDATED STATEMENTS OF CASH FLOWS

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                                                      Year ended
                                                ----------------------
                                                      December 31,
                                                ----------------------
                                                   2008        2007
                                                ----------  ----------
                                                (Unaudited)  (Audited)
                                                ----------  ----------
                                                  U.S. $ in thousands
                                                ----------------------
 (a) Net fair value of the assets acquired and
      liabilities assumed at the date of
      acquisition:
     Assets and liabilities of the subsidiaries
      at the date of acquisition:
     Working capital (excluding cash and cash
      equivalents)                                      --         174
     Property, plant, equipment and other
      assets, net                                       --          (6)
     Goodwill and other intangible assets
      arising on acquisition                          (824)     (1,679)
     Increase in account payable - other                --         141
                                                ----------  ----------
                                                      (824)     (1,370)
                                                ==========  ==========


 (b) Supplemental information on investing activities not involving
     cash flows:

 On April 1, 2005, the Company acquired substantially all of the
 assets of Integrated Distribution Solutions Inc.("IDS"), in
 consideration for cash, as well as the issuance of 290,128 ordinary
 shares. In addition, shareholders of IDS were issued additional
 207,236 shares valued at $3,973,129 that were released from escrow as
 certain customer retention milestones agreed upon were met as of
 April 1, 2007.  69,481 shares and approximately $1.1 million in cash
 are still being held in escrow pending third party claim that has not
 yet been resolved.


                             RETALIX LTD.
           UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS

 The following tables reflect selected Retalix' non-GAAP results
 reconciled to GAAP results:

                                 Year ended        Three months ended
                                 December 31          December 31
                            --------------------  --------------------
                              2008        2007      2008        2007
                            ---------  ---------  ---------  ---------
                            Unaudited     (*)     Unaudited  Unaudited
                                       U.S. $ in thousands
                                     (except per share data)
                            ------------------------------------------
 OPERATING INCOME (LOSS)
  GAAP Operating income
   (loss)(***)                  1,067     (1,454)    (1,023)    (3,125)
  Plus:
   Amortization of
    acquisition-related
    intangible assets           3,308      3,576        830        861
   Stock based compensation
    expenses                    4,775      3,889        848        175
   Other acquisition-related
    operating expenses(**)         --        700         --         --
                            ---------  ---------  ---------  ---------
  Non-GAAP Operating income
   (loss)                       9,150      6,711        655     (2,089)
                            =========  =========  =========  =========

 NET INCOME (LOSS)              4,052       (498)     2,001     (1,730)
  GAAP Net income (loss)(***)
  Plus:
   Amortization of
    acquisition-related
    intangible assets           3,308      3,576        830        861
   Stock based compensation
    expenses                    4,775      3,889        848        175
   Other acquisition-related
    operating expenses(**)         --        700         --         --
  Less:
   Income tax effect of
    amortization of
    acquisition-related
    intangible assets          (1,262)    (1,287)      (336)      (348)
   Expenses (income) tax
    effect of stock based
    compensation expenses        (456)       (70)       (44)       125
   Income tax effect of other
    acquisition-related
    operating expenses             --       (161)        --         --
                            ---------  ---------  ---------  ---------
  Non-GAAP Net income (loss)   10,417      6,149      3,299       (917)
                            =========  =========  =========  =========

 NET INCOME (LOSS) PER
  DILUTED SHARE
  GAAP Net income (loss) per
   diluted share                 0.20      (0.03)      0.10      (0.09)
  Plus:
   Amortization of
    acquisition-related
    intangible assets            0.16       0.18       0.04       0.04
   Stock based compensation
    expenses                     0.23       0.20       0.04       0.01
   Other acquisition-related
    operating expenses(**)                  0.03
  Less:
   Income tax effect of
    amortization of
    acquisition-related
    intangible assets           (0.06)     (0.06)     (0.02)     (0.02)
   Income tax effect of
    stock based compensation
    expenses                    (0.02)     (0.00)     (0.00)      0.01
   Income tax effect of other
    acquisition-related
    operating expenses             --      (0.01)        --         --
                            ---------  ---------  ---------  ---------
  Non-GAAP Net income (loss)
   per diluted share             0.51       0.31       0.16      (0.05)
                            =========  =========  =========  =========

  Shares used in computing
   diluted net income per
   share                       20,305     19,851     20,389     19,967
                            =========  =========  =========  =========

 (*)   The 2007 figures were extracted from the audited consolidated
       financial statements for year 2007.
 (**)  Pre-acquisition costs from potential transactions that have not
       materialized.
 (***) FY08 GAAP results are subject to change according to the final
       results of our goodwill impairment testing as discussed above.


                             RETALIX LTD.
           UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS

 The following table shows the classification of stock-based
 compensation expense:

                                 Year ended        Three months ended
                                December 31           December 31
                            --------------------  --------------------
                              2008        2007      2008        2007
                            ---------  ---------  ---------  ---------
                            Unaudited     (*)     Unaudited  Unaudited
                                        U.S. $ in thousands
                            ------------------------------------------
 Cost of product sales            174         60         49          1
 Cost of services               1,847        707        359        (14)
 Research and development -
  net                           1,029      1,407        172        (37)
 Selling and marketing            360        450         50         13
 General and administrative     1,365      1,265        218        212
                            ---------  ---------  ---------  ---------
 Total                          4,775      3,889        848        175
                            =========  =========  =========  =========

 The following table shows the classification of amortization of
 acquisition-related intangible assets:

                                 Year ended        Three months ended
                                December 31           December 31
                            --------------------  --------------------
                              2008        2007      2008        2007
                            ---------  ---------  ---------  ---------
                            Unaudited     (*)     Unaudited  Unaudited
                                        U.S. $ in thousands
                            ------------------------------------------
 Cost of product sales          2,211      2,260        561        551
 Cost of services                 786        962        196        215
 Selling and marketing              3         92         --          1
 General and administrative       308        262         73         94
                            ---------  ---------  ---------  ---------
 Total                          3,308      3,576        830        861
                            =========  =========  =========  =========

(*) The 2007 figures were extracted from the audited consolidated
    financial statements for year 2007.


            

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