Neoware Q2 Sales Increase 95% to $6.6 Million

Net Income of $.06 per Share Reflects Benefits of Company's Software-Powered Business Model


KING OF PRUSSIA, Pa., Jan. 28, 2002 (PRIMEZONE) -- Neoware Systems (Nasdaq:NWRE), the leading supplier of award-winning software, services, and solutions for the Appliance Computing market, today reported significantly higher revenue and profitable operations for its second fiscal quarter ended December 31, 2001.

Driven by growing demand for software-powered thin client appliance solutions by business customers, revenues for the quarter ended December 31, 2001 grew to $6,595,133, an increase of 95% from $3,389,070 for the prior year quarter. Net income for the quarter ended December 31, 2001 was $610,568, or $0.06 per fully diluted share, compared to a net loss of $276,526, or $(0.03) per share, in the prior year period.

"These results - nearly double the prior year second quarter revenue and strong, profitable operations - demonstrate the benefits of Neoware's software-powered business model and reflect the growth we are seeing in the thin client appliance market," stated Michael Kantrowitz, Neoware's President and CEO. "Unlike other technology companies, Neoware is doing well in this difficult economic climate because our primary message - that Neoware's products save money - is being heard loud and clear."

"Even better, we're reporting these positive results with only one month of contribution from Neoware Technology Group, our new services subsidiary, and no revenue contribution yet from our alliance with IBM, which we announced after the end of the quarter. We expect these two developments to add considerably to our future growth."

Commenting on the Company's financial condition and its competitive position, Mr. Kantrowitz noted, "Neoware is now able to provide complete Appliance Computing solutions to our customers, with proprietary software, thin client appliances, and a full range of services. This is in contrast to our most significant competitors, who are hardware 'box' companies with a more limited ability to fully support customers. By offering a complete range of products and services, we are in a unique position to truly solve our customers' problems and significantly reduce their information technology costs."

"Neoware is growing faster than our competitors, and we're in stronger financial condition, with more profits, significant cash reserves, and no debt. With strong growth projected in the future, organically and as a result of our recent acquisitions and our new alliance with IBM, Neoware is very well positioned to continue to deliver superior financial results," Mr. Kantrowitz noted.

Financial Highlights


 -- Revenues for the second quarter increased 95% over the prior year
    quarter to $6,595,133.
 
 -- Net income of $610,568 was $0.06 per fully diluted share and 9.3%
    of revenue.
 
 -- Gross margin increased to 43.3% for the quarter, up from 29.5% in
    the prior year quarter.
 
 -- Inventory on hand decreased to $373,030, or nine days at quarter
    end, from $1,056,451, or 40 days in the prior year quarter,
    reflecting the benefits of the Company's software-powered business
    model.
 
 -- Research and Development expenses were up 76% from the prior year
    quarter, reflecting the Company's commitment to establish and
    maintain technical leadership in its markets.
 
 -- General and Administrative expenses decreased to 10% of revenues
    from 16% in the prior year as a result of increased revenues and
    the Company's focus on cost containment.
 
 -- Cash equivalents and marketable securities were approximately
    $11.5 million at quarter end with no short-term or long-term debt.

Customer Wins


 -- During the quarter, the Company sold its products across a broad
    range of industry segments including retail, healthcare,
     manufacturing, transportation, government, and education.
 
 -- Neoware added more than 130 new customers during Q2, up from 87 in
    the prior quarter. Customer announcements included Ohio Shared
    Information Services, London Borough of Hammersmith and Fulham,
    Mizuno USA, and National Semiconductor.
 
 -- Even with strong new customer acquisition, recurring revenue from
    existing customers accounted for more than 85% of total revenue
    for the quarter, demonstrating Neoware's continued high level of
    customer satisfaction and repeat business.

ACTIV-e Acquisition


 -- In December 2001, Neoware completed the acquisition of ACTIV-e
    Solutions and formed a new subsidiary, Neoware Technology Group,
    to provide integration services to its customers. With this
    acquisition, Neoware is now able to provide a complete range of
    products, services, software, and solutions to enable enterprise
    customers to embrace Appliance Computing.
 
 -- Results for the current quarter include one month of revenue and
    operating expenses from this acquisition.

Strategic Alliances


 -- During the second quarter, Neoware announced that Microsoft
    appointed the Company as a member of the Windows Embedded Partner
    Program, a strategic worldwide program that provides partnering
    and co-marketing opportunities to companies delivering products,
    services, and solutions based on Microsoft Windows Embedded
    platforms. As part of this program, Neoware is working closely
    with Microsoft to develop and cooperatively market a broad range
    of Windows Powered thin client appliances.
 
 -- On January 8, 2002, Neoware announced an alliance with IBM under
    which it has become the preferred provider of thin client
    appliances to IBM and its customers.
 
 -- Under the alliance, IBM is actively referring its thin client
    customers to Neoware and intends to offer service and support for
    Neoware products.
 
 -- In connection with the alliance, Neoware has issued 375,000 shares
    of Neoware common stock to IBM, resulting in IBM owning
    approximately 3.5% of Neoware's outstanding securities.
 
 -- As part of the alliance, Neoware and IBM have made joint
    presentations to a number of major customers detailing the cost
    savings and benefits of migrating from IBM to Neoware products.
 
 -- Customer response to Neoware and IBM presentations has been very
    positive, and, as a result, Neoware and IBM are engaged together
    in significant new opportunities for the sale of thin client
    appliance solutions throughout the Americas, Europe, and Asia.
 
 -- Because the alliance was formed in January 2002, no revenue from
    IBM was recorded in the December quarter.

"Neoware will continue to build our lead in the growing Appliance Computing market by providing a complete family of complementary software, products, services, and solutions to our enterprise customers, distinguishing ourselves from our hardware competitors," Mr. Kantrowitz commented. "We have recently concluded strategic acquisitions to broaden our product line and expand our distribution. Our new alliance with IBM is already bearing fruit, with initial sales activities and very positive feedback from IBM customers about Neoware's capabilities, migration plan, and product strategy. While individual large orders can still influence our results in any given quarter, our strong competitive position and these recent developments position us to continue to deliver strong revenue and earnings growth for the balance of this year and into fiscal 2003."

About Neoware

Neoware provides software, services, and solutions to enable Appliance Computing, a new Internet-based computing architecture targeted at business customers that is designed to be simpler and easier than traditional PC-based computing. Neoware's software and management tools power and manage a new generation of smart computing appliances that utilize the benefits of open, industry-standard technologies to create new alternatives to personal computers used in business and a wide variety of proprietary business devices. Neoware's products are designed to run local applications for specific vertical markets, plus allow access across a network to multi-user Windows servers, Linux servers, mainframes, minicomputers, and the Internet. Computing appliances that run and are managed by Neoware's software offer the cost benefits of industry-standard hardware and software, easier installation, and have lower up-front and administrative costs than proprietary or PC-based alternatives. More information about Neoware can be found on the Web at www.neoware.com or via email at invest@neoware.com. Neoware is based in King of Prussia, PA.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding increased revenues from our services subsidiary and our alliance with IBM, our position as the leading supplier of software, products, services and solutions for the Appliance Computing market, the rapid growth of our business, revenues and profitability, the competitive advantage of our business model, our proprietary software and our technology, the increase in sales of our products in today's business climate due to cost savings associated with our products, our relationship with Microsoft, our focus on cost containment, the growth of the Appliance Computing market, the increasing demand for our products, continued benefits of our business model to our stockholders, employees and customers due to our proven software-powered business model and our competitive advantage. These forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those predicted in any such forward-looking statement include Neoware's ability to lower its costs, Neoware's timely development and customers' acceptance of Neoware's Appliance Computing products, including acceptance by IBM customers, pricing pressures, rapid technological changes in the industry, growth of the Appliance Computing market, increased competition, our ability to attract and retain qualified personnel, adverse changes in customer order patterns, 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 report on Form 10-K for its fiscal year ended June 30, 2001.

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


                         NEOWARE SYSTEMS, INC.
                      CONSOLIDATED BALANCE SHEETS
                              (Unaudited)
 
 
 ASSETS                         December 31, 2001      June 30, 2001
                                -----------------    -----------------
 CURRENT ASSETS:
 Cash and cash
  equivalents                   $      11,120,344    $      11,712,535
 Marketable securities                    336,667              366,667
 Accounts receivable,
  net                                   4,749,534            3,502,013
 Inventories                              373,030              458,736
 Prepaid expenses and
  other                                   304,000              369,529
 Notes receivable                          26,072               26,072
                                -----------------    -----------------
 Total current assets                  16,909,647           16,435,552
 
 Property and equipment,
  net                                     735,612              199,397
 Goodwill and other
  intangibles                           5,369,327            2,024,453
 Notes receivable                          21,549               52,193
 Capitalized and 
  purchased software,
   net                                     62,513               77,247
                                -----------------    -----------------
                                $      23,098,648    $      18,788,842
                                =================    =================
 
 LIABILITIES AND
  STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES:
 Accounts payable               $       1,993,471    $         935,943
 Accrued expenses                       1,415,179            1,473,718
 Capital lease obligations                 87,632                    -
 Deferred revenue                         284,506              289,278
                                -----------------    -----------------
 Total current liabilities              3,780,788            2,698,939
                                -----------------    -----------------
 
 Capital lease obligations,
  non-current portion                     353,932                    -
 
 COMMITMENTS AND
  CONTINGENCIES
 
 STOCKHOLDERS' EQUITY:
 Preferred stock                                -                    -
 Common stock                              10,924               10,280
 Additional paid-in capital            26,556,384           24,524,567
 Treasury stock                          (100,000)           (100,000)
 Accumulated other
  comprehensive income                     37,990               66,667
 Retained earnings (deficit)           (7,541,370)         (8,411,611)
                                -----------------    -----------------
 Total stockholders' equity            18,963,928           16,089,903
                                -----------------    -----------------
                                $      23,098,648    $      18,788,842
                                =================    =================
 
 
                         NEOWARE SYSTEMS, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)
 
 
                       Three Months Ended         Six Months Ended
                    ------------------------  -----------------------
                      December     December    December     December
                         31,          31,         31,          31,
                        2001         2000        2001         2000
                     ----------   ----------  -----------  ----------
 
 
 Net revenues        $6,595,133   $3,389,070  $11,859,862  $7,422,407
 Cost of
  revenues            3,740,254    2,388,884    6,800,843   5,250,640
                      ---------    ---------    ---------   ---------
 Gross profit         2,854,879    1,000,186    5,059,019   2,171,767
                      ---------    ---------    ---------   ---------
 
 Sales and
  marketing           1,315,246      761,500    2,525,354   1,475,776
 Research and
  development           343,985      195,723      674,851     360,550
 General and
  administrative        668,827      529,135    1,184,274   1,048,846
 Acquisition
  costs                       -            -            -     161,038
                      ---------    ---------    ---------   ---------
 Operating
  expenses            2,328,058    1,486,358    4,384,479   3,046,210
                      ---------    ---------    ---------   ---------
 
 Operating
  income
   (loss)               526,821     (486,172)     674,540    (874,443)
 
 Interest
  income, net            83,747      209,646      195,701     410,371
                      ---------    ---------    ---------   ---------
 
 Net income
  (loss)               $610,568    $(276,526)    $870,241   $(464,072)
                      =========    =========    =========   =========
 
 Basic income
  (loss) per
   share                  $0.06       $(0.03)       $0.08      $(0.05)
                      =========    =========    =========   =========
 
 Diluted income
  (loss) per
   share                  $0.06       $(0.03)       $0.08      $(0.05)
                      =========    =========    =========   =========
 Weighted average
  number of
   shares used in
    basic earnings
     per share
      computation    10,376,892   10,275,652   10,279,762  10,275,409
                     ==========   ==========   ==========  ==========
 
 Weighted average
  number of shares
   used in
    diluted
     earnings per
      share
       computation   10,884,693   10,275,652   10,742,097  10,275,409
                     ==========   ==========   ==========  ==========


            

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