Neoware Q3 Sales Increase 70% to $8.37 Million


KING OF PRUSSIA, Pa., April 24, 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 third fiscal quarter ended March 31, 2002.

Driven by growing demand for software-powered Appliance Computing solutions by business customers, revenues for the quarter ended March 31, 2002 grew to $8,368,580, an increase of 70% from $4,911,167 for the prior year quarter. Net income for the quarter ended March 31, 2002 was $705,058, or $0.06 per fully diluted share, compared to a net loss of $495,748, or $(0.05) per share, in the prior year period, which included a one-time impairment charge of $812,000. For the current quarter, fully diluted shares outstanding increased to 12,509,099 from 10,884,693 in the December quarter as a result of newly issued shares to IBM and ACTIV-e Solutions, as well as additional in-the-money stock options resulting from the Company's higher stock price.

For the nine months ended March 31, 2002 revenues were $20,228,442, an increase of 64% from $12,333,573 in the prior year. Net income for the nine months was $1,575,299, or $0.14 per fully diluted share, compared to a net loss of $(959,820) or $(0.09) per share in the prior year period.

"Neoware continues to demonstrate the benefits of our software-powered business model, as well as the results of our acquisition strategy," stated Michael Kantrowitz, Neoware's President and CEO. "Even better, we're reporting these positive results with only small contributions from our alliance with IBM, which we announced in January, and from our acquisition of the NCD ThinSTAR product line which we closed in March. We expect these two developments to add considerably to our future results."

Commenting on the Company's recent developments, Mr. Kantrowitz noted, "Neoware's organic revenues, when combined with the revenues from the businesses of our recent acquisitions and alliances, now represent nearly 30% of the thin client appliance market -- a significant increase for our Company. Our alliance with IBM is beginning to deliver results as we have received initial customer orders and we expect to begin ramping revenues in the current quarter ending June 30, 2002. Our alliance with NCD and our acquisition of the ThinSTAR product line, which we completed at the end of March, places us in an even stronger position to grow our business."

"Neoware is growing faster than our competitors with greater profitability and a strong balance sheet with no debt. The benefits of our business model are clear, and Neoware is very well positioned to continue to deliver positive financial results," Mr. Kantrowitz noted.

FINANCIAL HIGHLIGHTS


 --  Revenues for the third quarter increased 70% over the prior year
     quarter to $8,368,580.

 --  Net income for the quarter of $705,058 was $0.06 per fully
     diluted share and 8.4% of revenue.

 --  Total gross margin was 40% for the quarter, up from 34% in the
     prior year quarter. Inventory on hand was $586,257, or 10 days at
     quarter end, compared to $373,030, or 9 days in the prior quarter
     as the Company increased its inventories to respond to IBM's
     customers, as previously reported.

 --  Research and Development expenses were up 37% 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 9.1% of revenues
     from 11.7% in the prior year as a result of increased revenues
     and the Company's focus on cost containment.

 --  Cash, cash equivalents and marketable securities were
     approximately $7.5 million at quarter end after the cash payment
     to NCD in connection with the ThinSTAR acquisition.

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 169 new customers during Q3, up from 131 in the
     prior quarter, representing a new record for the Company.

 --  Even with record new customer acquisition, revenue from existing
     customers accounted for 88% of total revenue for the quarter,
     demonstrating Neoware's continued high level of customer
     satisfaction and repeat business.

NEOWARE TECHNOLOGY GROUP


 --  In December 2001, Neoware acquired ACTIV-e Solutions and formed a
     new subsidiary, Neoware Technology Group, Inc., 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.

IBM ALLIANCE


 --  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.

 --  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.

 --  Together, Neoware and IBM have made joint presentations to more
     than 100 customers since forming the alliance.

 --  Neoware has received initial orders from IBM and its customers,
     and expects to begin ramping revenues related to the alliance in
     the quarter ending June 30, 2002.

NCD ALLIANCE AND THINSTAR ACQUISITION


 --  On March 26, 2002 Neoware acquired the ThinSTAR product line and
     announced an alliance with NCD under which the two companies will
     collaborate to grow the thin client appliance market.

 --  NCD generated approximately $17.8 million in revenue for the
     ThinSTAR product line in 2001, and approximately $3.8 million in
     Q4 2001.

"Neoware will continue to distinguish itself from its hardware competitors by providing a complete range of solutions including software, appliances, and services," Mr. Kantrowitz commented. "Our new alliance with IBM is beginning to bear fruit, with significant sales activities and positive feedback from IBM customers about Neoware's capabilities, migration plan, and product strategy. While individual large orders can affect our results in any given quarter, our acquisitions and alliances, combined with strong growth, both organically and in our markets, will allow us to continue to deliver revenue and earnings growth in coming periods."

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 as a result of our business model and our acquisition strategy and alliances, the competitive advantage of our business model, our proprietary software and our technology, 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 and NCD 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                               March 31, 2002    June 30, 2001
                                       ------------     ------------
 CURRENT ASSETS:
 Cash and cash equivalents             $  7,198,258     $ 11,712,535
 Marketable securities                      333,333          366,667
 Accounts receivable, net                 6,121,645        3,502,013
 Inventories                                586,257          458,736
 Prepaid expenses and other                 346,444          369,529
 Notes receivable                            26,072           26,072
                                       ------------     ------------
 Total current assets                    14,612,009       16,435,552

 Property and equipment, net                625,355          199,397
 Goodwill and other intangibles          11,636,422        2,024,453
 Notes receivable                            21,549           52,193
 Capitalized and purchased
  software, net                              55,146           77,247
                                       ------------     ------------

                                       $ 26,950,481     $ 18,788,842
                                       ============     ============

 LIABILITIES AND
  STOCKHOLDERS'  EQUITY

 CURRENT LIABILITIES:
 Accounts payable
                                       $  2,695,618     $    935,943
 Accrued expenses                         1,643,452        1,473,718
 Capital lease obligations                   61,335             --
 Deferred revenue                           368,667          289,278
                                       ------------     ------------
 Total current liabilities                4,769,072        2,698,939
                                       ------------     ------------

 Capital lease obligations,
  non-current portion                       220,851             --
                                       ------------     ------------

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
 Preferred stock                               --               --
 Common stock                                11,327           10,280
 Additional paid-in capital              28,856,626       24,524,567
 Treasury stock                            (100,000)        (100,000)
 Accumulated other
  comprehensive income                       28,917           66,667
 Retained earnings (deficit)             (6,836,312)      (8,411,611)
                                       ------------     ------------
 Total stockholders' equity              21,960,558       16,089,903
                                       ------------     ------------

                                       $ 26,950,481     $ 18,788,842
                                       ============     ============


                         NEOWARE SYSTEMS, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)



                    Three Months Ended           Nine Months Ended
                -------------------------   -------------------------
                  March 31,     March 31,    March 31,     March 31,
                    2002         2001         2002           2001
                -----------   -----------   -----------   -----------


 Net revenues   $ 8,368,580   $ 4,911,167   $20,228,442   $12,333,573
 Cost of
  revenues        5,061,893     3,229,790    11,862,736     8,480,431
                -----------   -----------   -----------   -----------
 Gross profit     3,306,687     1,681,377     8,365,706     3,853,142
                -----------   -----------   -----------   -----------

 Sales and
  marketing       1,547,448       740,200     4,072,802     2,215,976
 Research and
  development       352,570       258,293     1,027,421       618,843
 General and
  administrative    761,656       574,561     1,945,930     1,623,406
 Acquisition
  costs                --            --            --         161,038
                -----------   -----------   -----------   -----------
 Operating
  expenses        2,661,674     1,573,054     7,046,153     4,619,263
                -----------   -----------   -----------   -----------

 Operating
  income
  (loss)            645,013       108,323     1,319,553      (766,121)

 Impairment
  charge               --        (812,000)         --        (812,000)
 Interest
  income,
  net                60,045       207,929       255,746       618,301
                -----------   -----------   -----------   -----------

 Net income
  (loss)        $   705,058   $  (495,748)  $ 1,575,299   $  (959,820)
                ===========   ===========   ===========   ===========


 Basic income
  (loss) per
  share         $      0.06   $     (0.05)  $      0.15   $     (0.09)
                ===========   ===========   ===========   ===========

 Diluted
  income
  (loss) per
  share         $      0.06   $     (0.05)  $      0.14   $     (0.09)
                ===========   ===========   ===========   ===========

 Weighted
  average
  number of
  shares used
  in basic
  earnings
  per share
  computation    11,175,240    10,176,060    10,573,863    10,242,657
                ===========   ===========   ===========   ===========

 Weighted
  average
  number of
  shares
  used in
  diluted
  earnings per
  share
  computation    12,509,099    10,176,060    11,326,706    10,242,657
                ===========   ===========   ===========   ===========


            

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