Neoware Reports Third Quarter FY07 Results


KING OF PRUSSIA, Pa., May 1, 2007 (PRIME NEWSWIRE) -- Neoware, Inc. (Nasdaq:NWRE), a leading supplier of thin client software and devices, today reported financial results for its third quarter of fiscal year 2007. The Company's revenues were $22.1 million in the March 2007 quarter compared to $27.8 million in the prior year quarter.

"Our results this quarter reflect our planned transition from dependency on several large enterprise accounts to a broader, more sustainable revenue model," commented Klaus Besier, Neoware's President and CEO. "While we are not happy with the top line results, we are continuing to execute our plan for building a stronger Neoware. And we believe we are making good progress towards capitalizing on the great potential in our market."

Other Third Quarter Fiscal 2007 vs. Third Quarter Fiscal 2006 Financial Results



 * GAAP gross profit was 37% of revenues in the March 2007 quarter, 
   compared to 44% of revenue in the prior year quarter. Non-GAAP 
   gross profit was 39% of revenue, compared to 45% of revenue in the 
   prior year quarter. The gross profit percentage declined in the 
   March 2007 quarter due to increased sales of XPe-based products, 
   which carry a lower gross profit margin percentage, and lower sales 
   of our higher margin Linux products, due to a decline in revenues 
   to large Linux enterprise customers that had purchased in the March 
   2006 quarter and to higher manufacturing overhead expenses as 
   spending levels are geared to support a higher volume.

 * GAAP operating expenses were $9.2 million in the March 2007 
   quarter, compared to $9.0 million in the prior year quarter.

 * Non-GAAP operating expenses, which exclude amortization of 
   acquisition-related intangibles and stock-based compensation 
   expense, were $7.9 million in the March 2007 quarter, or 36% of 
   revenue, compared to $7.6 million, or 28% of revenue, in the prior 
   year quarter.

 * GAAP net loss was ($.05) per diluted share in the March 2007 
   quarter, compared to a GAAP net income of $.12 per diluted share in 
   the prior year quarter. Income before tax was $24,000 in the March 
   2007 quarter. However, an income tax expense of $1.1 million was 
   recorded for the quarter resulting in a GAAP net loss of $1.1 
   million. The income tax provision was based on estimating the full 
   fiscal year 2007 GAAP operating results and the associated 
   effective GAAP income tax rate and adjusting the cumulative income 
   tax provision for the nine-month period ended March 2007. 

 * Non-GAAP net income was $1.9 million, or $.10 per fully diluted 
   share, in the March 2007 quarter, compared to $3.4 million, or $.18 
   per fully diluted share, in the prior year quarter.

 * The Company's cash balance increased $12 million during the quarter 
   from $108 million at December 31, 2006 to $120 million at March 31, 
   2006. Cash increased due to planned reductions in inventory and 
   accounts receivable, increases in payables and accrued liabilities 
   and the collection of $1.7 million related to settlement of an 
   escrow claim with the former shareholders of Maxspeed Corporation, 
   which we acquired in November 2005.

 * Non-GAAP results exclude amortization of acquisition-related 
   intangibles, stock-based compensation and an adjustment to tax 
   effect these items, for the purpose of showing a comparable view of 
   the Company's performance from period to period. Refer to the 
   attached detailed reconciliation of GAAP to Non-GAAP results.

Other highlights for the quarter include:



 * Introduced new channel promotions which drove revenue and 
   incremental margin dollars, albeit at lower gross profit margin 
   percentages. Overall, revenues from our small and medium sized 
   customers in the March 2006 quarter increased 20% sequentially from 
   our December quarter and 24% year over year.
 * Launched our reseller program, adding new resellers which we 
   anticipate will begin contributing revenue in future quarters.
 * Shipments of our Neoware m100 thin client laptop product increased 
   during the quarter, contributing incremental revenues.
 * We had one new large enterprise customer this quarter which 
   contributed $1.5 million of revenue, although we did experience 
   revenue reductions in our existing base of larger enterprise 
   customers as their purchase requirements fluctuate over the fiscal 
   year.  
 * Made several key staff additions in sales and marketing.
 * Defined marketing programs and accelerated their launch, with the 
   addition of several new agencies.
 * Added a general manager for Australia and New Zealand.
 * Retained a sales partner to focus on building business in Latin 
   America.

"Neoware is undergoing a significant transformation at a critical time in the evolution of the thin client industry," Mr. Besier continued. "We have spent significant time this quarter visiting customers and see much broader interest in thin client computing as a replacement for desktop PCs, due in part to the proliferation of virtualization technology in the enterprise. Neoware has technical strength and IP in both thin client and virtualization technologies and we believe offering integrated solutions -- especially in the emerging area of virtualization -- will enable us to compete more effectively and take full advantage of the growing opportunity. In March 2007, we launched the industry's first mobile virtual desktop thin client solution, an initiative that we believe will expand Neoware's reach into the virtualization market. Today, we are focused on combining our broad technical expertise, financial resources and larger network of channel partners, together with a renewed commitment, to take advantage of the exciting growth opportunities that we see going forward.

"We believe that the next level of growth for both the market and Neoware will be impacted by the interest in virtualization, which has contributed to slower growth for us because of the extended selling cycle as customers consider the broad set of issues surrounding virtualization and as our new initiatives build new customer interest. While this creates uncertainty in our near term revenue opportunities, we are excited about the future."

Remainder of Fiscal Year 2007 Guidance

Based upon currently available information, the Company provides the following update on guidance for the fourth quarter of Fiscal Year 2007:



 * Revenue will range between $22.0 million and $24.0 million.
 * Non-GAAP gross profit margin will range between 36% and 38%, which 
   can fluctuate based on product mix, sales channel and promotional 
   and competitive pricing strategies.
 * Non-GAAP operating expenses, which exclude stock-based compensation 
   and amortization of acquisition-related intangibles, will increase 
   by up to $800,000 to $1 million from the March 2007 quarter, driven 
   by hiring and program spending. In addition, we expect to incur 
   additional restructuring costs which could total approximately 
   $500,000.
 * Amortization of acquisition-related intangibles for the quarter 
   will be $340,000 charged to cost of sales and $500,000 charged to 
   sales and marketing.
 * Stock-based compensation is expected to be $900,000. 

CONFERENCE CALL INFORMATION

Neoware will host a conference call at 5:00 PM Eastern Time on May 1, 2007. The conference call will be available live via the Internet on Vcall at www.vcall.com and on the Neoware Web site at www.neoware.com/events. To participate, please go to the Web site 10 minutes prior to the call to register, download and install any necessary audio software. If you are unable to attend the live conference call, an Internet replay of the call will be archived and available after the call.

The call will also be accessible by dialing 1-800-974-9436 for domestic U.S. calls and +1-641-297-7617 for international calls. The conference ID will be NEOWARE. A replay of the call will be available through May 31, 2007, by dialing 1-800-645-7959 in the U.S. and +1-641-297-5236 internationally. A copy of the press release announcing the Company's earnings and other financial and statistical information about the period to be presented in the conference call will be available on the Company's website at www.neoware.com/events.

Non-GAAP Financial Measures

Neoware presents the following non-GAAP financial measures: non-GAAP gross profit and margin; non-GAAP operating expenses; non-GAAP operating income and margin; non-GAAP effective income tax rate; non-GAAP income taxes; non-GAAP net income; and non-GAAP earnings per share. We exclude the following items in the development of the non-GAAP financial measures presented:

Stock-based compensation expenses. Our non-GAAP financial measures exclude stock-based compensation expenses, which consist of expenses for stock-based compensation that we began recording under SFAS 123R in the first quarter of fiscal 2006. We exclude these expenses from our non-GAAP financial measures primarily because (i) they are expenses that we exclude when assessing the performance of our business, and (ii) exclusion of these expenses allows more meaningful comparisons against financial models prepared by our investors and securities analysts that also present information on a GAAP and non-GAAP basis. In addition, stock-based compensation amounts are difficult to forecast, because the magnitude of the charges depends upon the volume and timing of stock option and other equity-based compensation grants, which can vary dramatically from period to period, and external factors such as interest rates and the trading price and volatility of our common stock. Excluding these stock-based compensation amounts improves comparability of the performance of the business across periods.

Amortization of acquired intangible assets. In accordance with GAAP, cost of sales and operating expenses include amortization of acquired intangible assets such as intellectual property, customer lists and covenants not to compete. We exclude these items from our non-GAAP financial measures because (i) they are expenses that we exclude when assessing the performance of our business, as the timing and amount of the expenses vary from period to period as we have a history of acquiring businesses which result in continued additions to amortization expense, and (ii) exclusion of these expenses better allows comparison against financial models prepared by our investors and securities analysts that also present information on a GAAP and non-GAAP basis.

Income taxes. We apply a non-GAAP income tax rate based on determination of the annual effective income tax rate based on the estimated annual non-GAAP taxable income.

The Company believes that its non-GAAP financial measures provide meaningful supplemental information regarding the Company's operating results because they exclude amounts that the Company excludes as part of its monitoring of operating results and assessing the performance of the business. For example, the Company uses non-GAAP measures, including gross profit, operating expense and operating income excluding amortization and stock-based compensation expense in its financial and operational decision making, including decisions regarding staffing, future management priorities and how the Company will direct future operating expenses on the basis of non-GAAP financial measures. In addition, the Company has established incentive compensation programs utilizing, in part, such non-GAAP financial measures, including non-GAAP operating income. For the same reasons, management also uses this information in its budgeting and forecasting activities and in quarterly reports to its Board of Directors.

Non-GAAP financial measures should not be considered as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. Neoware's non-GAAP financial measures do not reflect a comprehensive system of accounting, and they differ from GAAP measures with similar names and from non-GAAP financial measures with the same or similar names that are used by other companies. We strongly urge investors and potential investors in our securities to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures that are included in this release, and our consolidated financial statements, including the notes thereto, and the other financial information contained in our periodic filings with the SEC and not to rely on any single financial measure to evaluate our business. The principal limitation of Neoware's non-GAAP financial measures is that they exclude significant expenses that are required by GAAP to be recorded. In addition, non-GAAP financial measures are subject to inherent limitations because they reflect the exercise of judgments by management about which charges are excluded from the non-GAAP financial measures. To mitigate this limitation, Neoware presents its non-GAAP financial measures in connection with its GAAP results, and recommends that investors do not give undue weight to its non-GAAP financial measures.

A reconciliation between non-GAAP and GAAP measures can be found in the accompanying schedule and in the News section of our web site at www.neoware.com.

About Neoware

Neoware, Inc. (Nasdaq:NWRE), provides enterprises throughout the world with thin client computing devices, software that turns PCs into thin clients, and services that adapt thin client technology to virtually any enterprise computing environment. Neoware's software powers, manages and secures thin client devices and traditional personal computers, enabling them to run Windows(r) and Web applications across a network, stream operating systems on demand, and connect to mainframes, mid-range, UNIX and Linux systems. Headquartered in King of Prussia, PA, USA, Neoware has offices in Australia, Austria, China, France, Germany, and the United Kingdom. Neoware's products are available worldwide from select, knowledgeable resellers, as well as via its partnerships with IBM, Lenovo and ClearCube. Neoware can be reached by email at info@neoware.com.

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

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding: executing our plan for building a stronger Neoware; our new reseller program and its future contribution to revenues; our marketing program initiatives; building business in South America; the growth of thin client computing; the proliferation of virtualization technologies; our strength in thin client and virtualization technologies and its ability to improve our competitive advantage; our expectation that our mobile virtual desktop thin client solution will expand our reach into the virtualization market; our focus on growth opportunities; the impact of virtualization on market growth; our new promotional programs to improve our competitive advantage and add value for our customers; our introduction of new products and product enhancements in the next several months; our goals to take advantage of growth opportunities and increase market share; our expectations as to revenues, non-GAAP gross profit margins, operating expenses, restructuring costs, amortization of acquisition-related intangibles and stock-based compensation expense. Factors that could cause actual results to differ materially from those predicted in such forward-looking statements include: our success in implementing our expanded marketing, sales and product development initiatives and the rebuilding of our infrastructure within our planned timeframe; insufficient resources to fund our virtualization initiatives; the lack of growth in the virtualization market; higher than expected severance payments; additional write offs of inventory or acquisition-related expenses; our success in increasing sales to the targeted customers and our continued dependence on enterprise customers; our inability to manage our expanded organization; our inability to successfully integrate our acquisitions; the timing and receipt of future orders; our timely development, release and customers' acceptance of our products; pricing pressures; rapid technological changes in the industry; growth of overall thin client sales; our ability to maintain our partnerships; our dependence on our suppliers and distributors; increased competition; our continued ability to sell our products through Lenovo to IBM's customers; our ability to attract and retain qualified personnel; adverse changes in customer order patterns; our ability to identify and successfully consummate and integrate future acquisitions; adverse changes in general economic conditions in the U.S. and internationally; risks associated with foreign operations; and political and economic uncertainties associated with current world events. These and other risks are detailed from time to time in Neoware's periodic reports filed with the Securities and Exchange Commission, including, but not limited to, our annual report on Form 10-K for the year ended June 30, 2006 and our quarterly reports on Forms 10-Q for the quarters ended September 30, 2006 and December 31, 2006.



                              NEOWARE, INC.
                        CONSOLIDATED BALANCE SHEETS
                              (in thousands)

                                (unaudited)

                                                March 31,    June 30,
                                                  2007         2006
                                                ---------   ---------
 ASSETS
 Current assets:
  Cash and cash equivalents                     $  90,283   $  19,328
  Restricted cash                                     385        --
  Short-term investments                           29,700      94,798
   Accounts receivable, net                        16,349      16,877
  Inventories                                       5,903       7,734
  Prepaid income taxes                              4,503       1,544
  Prepaid expenses and other                        2,722       1,687
  Deferred income taxes                             1,866       1,866
                                                ---------   ---------
    Total current assets                          151,711     143,834

 Property and equipment, net                        1,568       1,586
 Goodwill                                          37,223      37,761
 Intangibles, net                                   9,712      12,175
 Deferred income taxes                              4,026       4,156
 Other                                                 81          61
                                                ---------   ---------
                                                $ 204,321   $ 199,573
                                                =========   =========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
  Accounts payable                              $   6,464   $   8,989
  Accrued compensation and benefits                 3,130       2,021
  Other accrued expenses                            4,587       4,159
  Restructuring reserve                               419         600
  Income taxes payable                                167         158
  Deferred revenue                                  1,591         973
                                                ---------   ---------
    Total current liabilities                      16,358      16,900

 Deferred income taxes                                811         755
 Deferred revenue                                     315         316
                                                ---------   ---------
    Total liabilities                              17,484      17,971
                                                ---------   ---------
 Stockholders' equity:
  Preferred stock                                    --          --
  Common stock                                         20          20
  Additional paid-in capital                      163,803     158,671
  Treasury stock, 100,000 shares at cost             (100)       (100)
  Accumulated other comprehensive income            2,216         556
  Retained earnings                                20,898      22,455
                                                ---------   ---------
    Total stockholders' equity                    186,837     181,602
                                                ---------   ---------
                                                $ 204,321   $ 199,573
                                                =========   =========

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

                              (unaudited)

                              Three Months Ended  Nine Months Ended
                                  March 31,           March 31,
                              ------------------  ------------------
                                2007      2006      2007      2006
                              --------  --------  --------  --------

 Net revenues                 $ 22,070  $ 27,787  $ 67,406  $ 83,666
                              --------  --------  --------  --------
 Cost of revenues
  Cost of products (includes
   stock-based compensation
   expense of $28 and $20
   for the three months
   and $80 and $60 for the
   nine months ended March
   31, 2007 and 2006)           13,513    15,353    41,127    47,051
 Amortization of intangibles       343       338     1,018       913
                              --------  --------  --------  --------
  Total cost of revenues        13,856    15,691    42,145    47,964
                              --------  --------  --------  --------

   Gross profit                  8,214    12,096    25,261    35,702
                              --------  --------  --------  --------

 Operating expenses
 Sales and marketing             4,451     4,295    13,933    12,864
 Research and development        1,557     1,645     4,927     4,446
 General and administrative      2,710     2,451    10,022     7,614
 Amortization of intangibles       491       586     1,670     1,377
 Abandoned acquisition costs        12        --       874        --
                              --------  --------  --------  --------
  Total operating expenses
   (includes stock-based
   compensation expense of
   $814 and $760 for the
   three months and $3,767
   and $2,239 for the nine
   months ended March 31,
   2007 and 2006)                9,221     8,977    31,426    26,301
                              --------  --------  --------  --------

   Operating income (loss)      (1,007)    3,119    (6,165)    9,401

 Foreign exchange gain (loss)      (13)      (12)      (57)       64
 Interest income, net            1,044       507     2,979       998
                              --------  --------  --------  --------

   Income (loss) before
    income taxes                    24     3,614    (3,243)   10,463

 Income taxes (benefit)          1,123     1,301    (1,686)    3,767
                              --------  --------  --------  --------

 Net income (loss)            $ (1,099) $  2,313  $ (1,557) $  6,696
                              ========  ========  ========  ========

 Earnings (loss) per share:
  Basic                       $  (0.05) $   0.13  $  (0.08) $   0.40
                              ========  ========  ========  ========
  Diluted                     $  (0.05) $   0.12  $  (0.08) $   0.38
                              ========  ========  ========  ========

 Weighted average number of
  common shares outstanding:
  Basic                         20,000    18,023    19,969    16,931
                              ========  ========  ========  ========
  Diluted                       20,000    18,848    19,969    17,474
                              ========  ========  ========  ========

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

                                     (unaudited)

                           Three Months Ended     Nine Months Ended
                                March 31,             March 31,
                         --------------------------------------------
                            2007        2006       2007        2006
                         --------------------------------------------
 Cash flows from 
  operating activities:

  Net income (loss)      $  (1,099)  $   2,313  $  (1,557)  $   6,696
  Adjustments to 
   reconcile net income 
   to net cash provided 
   by operating
   activities:
    Amortization of
     intangibles               834         924      2,688       2,290
    Depreciation               137         134        410         302
    Non-cash share-based
     compensation              842         780      3,847       2,299
    Deferred income taxes       --          --        138          --
  Changes in operating
   assets and liabilities-
   net of effect from
   acquisition:

    Restricted cash           (385)         --       (385)         --
    Accounts receivable      2,025       1,220        613      (4,239)
    Inventories              5,424        (579)     1,831         465
    Prepaid expenses and
     other                     655        (987)    (3,948)        378
    Accrued compensation
     and benefits             (331)        147      1,102         764
    Accounts payable         1,632       2,883     (2,535)      3,104
    Other accrued expenses     215        (674)       193      (2,413)
    Income taxes payable        (8)        221          1      (2,282)
    Deferred revenue           441        (313)       595         108
                         --------------------------------------------
 Net cash provided by
  operating activities      10,384       6,069      2,993       7,472
                         --------------------------------------------

 Cash flows from investing
  activities:

   Purchase of short-term
    investments            (34,900)    (12,850)  (128,200)    (26,288)
   Sales of short-term
    investments             82,097       7,864    193,274      33,226
   Purchases of property
    and equipment             (218)       (594)      (418)     (1,412)
   Purchase of Visara thin
    client business             --          --         --      (2,107)
   Purchase of TeleVideo
    thin client business        --          --         --      (3,520)
   Acquisition of Maxspeed,
    net of cash acquired     1,674        (259)     1,674     (12,053)
                         --------------------------------------------
 Net cash provided by 
  (used in) investing 
  activities                48,653      (5,839)    66,330     (12,154)
                         --------------------------------------------
 Cash flows from financing
  activities:

   Proceeds from issuance
    of common stock, 
    net of expenses             --      71,236         (3)     71,236
   Exercise of stock options   195         638        640       6,014
   Excess tax benefit from
    share-based payment
    arrangements                --         296        648       1,733
                         --------------------------------------------
 Net cash provided by
  financing activities         195      72,170      1,285      78,983
                         --------------------------------------------

 Effect of foreign 
  exchange rate changes 
  on cash                       21         (65)       347        (158)
                         --------------------------------------------

  Increase in cash and 
   cash equivalents         59,253      72,335     70,955      74,143
 Cash and cash 
  equivalents, beginning 
  of period                 31,030      10,093     19,328       8,285
                         --------------------------------------------
  Cash and cash 
   equivalents, end of 
   period                $  90,283   $  82,428  $  90,283   $  82,428
                         ============================================

 Supplemental disclosures:
  Cash paid for income 
   taxes                 $      77   $     974  $     451   $   5,226


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

                              (unaudited)


                                   Three Month Ended
                 ---------------------------------------------------
                       March 31, 2007           March 31, 2006
                 ------------------------- -------------------------
                                     Non-                       Non-
                  GAAP     Adj.      GAAP   GAAP      Adj.      GAAP
                 ------- -------   ------- -------  -------   -------
 Gross profit    $ 8,214     371 A $ 8,585 $12,096  $   358 A $12,454
                 ------- -------   ------- -------  -------   -------
  Gross profit
   percentage       37.2%             38.9%   43.5%              44.8%

 Operating
  expenses

  Sales and
   marketing       4,451    (351)B   4,100   4,295     (282)B   4,013
  Research and
   development     1,557    (102)B   1,455   1,645      (99)B   1,546
  General and
   administrative  2,710    (361)B   2,349   2,451     (379)B   2,072
  Amortization
   of intangibles    491    (491)C      --     586     (586)C      --
  Abandoned
   acquisition
   costs              12      --        12      --       --        --
                 ------- -------   ------- -------  -------   -------
   Operating
    expenses       9,221  (1,305)    7,916   8,977   (1,346)    7,631
                 ======= =======   ======= =======  =======   =======
 Operating
  income (loss)   (1,007)  1,676       669   3,119    1,704     4,823
                 ------- -------   ------- -------  -------   -------
 Income tax
  expense
  (benefit)       (1,123)    899 D    (224)  1,301      613 D   1,914
                 ------- -------   ------- -------  -------   -------
 Net (loss)
  income         $(1,099)          $ 1,924 $ 2,313            $ 3,404
                 -------           ------- -------            -------
 Earnings (loss)
  per share
  - diluted      $ (0.05)          $  0.10 $  0.12            $  0.18
                 -------           ------- -------            -------
 Weighted
  average shares
  outstanding
  - diluted       20,000            20,025  18,848             18,848
                 -------           ------- -------            -------

  A - To exclude the effect of stock-based compensation expense and 
      the amortization of intangible assets related to business 
      combinations.
  B - To exclude the effects of stock-based compensation expense. 
  C - To exclude the effects of the amortization of intangible assets
      related to business combinations.
  D - To exclude the tax effect of reconciling items.

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

                              (unaudited)

                                  Nine Month Ended
                 ---------------------------------------------------
                       March 31, 2007           March 31, 2006
                 ------------------------- -------------------------
                                     Non-                       Non-
                  GAAP     Adj.      GAAP   GAAP      Adj.      GAAP
                 ------- -------   ------- -------  -------   -------
 Gross profit    $25,261 $ 1,098 A $26,359 $35,702  $   973 A $36,675
  Gross profit 
   percentage       37.5%             39.1%   42.7%              43.8%

 Operating expenses

  Sales and 
   marketing      13,933  (1,061)B  12,872  12,864     (829)B  12,035
  Research and
   development     4,927    (291)B   4,636   4,446     (306)B   4,140
  General and 
   administrative 10,022  (2,415)B   7,607   7,614   (1,104)B   6,510
  Amortization 
   of intangibles  1,670  (1,670)C      --   1,377   (1,377)C      --
  Abandoned 
   acquisition 
   costs             874      --       874      --       --        --
                 ------- -------   ------- -------  -------   -------
   Operating 
    expenses      31,426  (5,437)   25,989  26,301   (3,616)   22,685
                 ======= =======   ======= =======  =======   =======
 Operating 
  income (loss)   (6,165)  6,535       370   9,401    4,589    13,990
                 ------- -------   ------- -------  -------   -------
 Income tax 
  expense 
  (benefit)       (1,686)  1,488 D    (198)  3,767    1,652 D   5,419
                 ------- -------   ------- -------  -------   -------
 Net income 
  (loss)         $(1,557)          $ 3,490 $ 6,696            $ 9,633
                 -------           ------- -------            -------
 Earnings (loss) 
  per share 
  - diluted      $ (0.08)          $  0.17 $  0.38            $  0.55
                 -------           ------- -------            -------
 Weighted 
  average shares 
  outstanding 
  - diluted       19,969            20,017  17,474             17,474
                 -------           ------- -------            -------

  A - To exclude the effect of stock-based compensation expense and 
      the amortization of intangible assets related to business 
      combinations. 
  B - To exclude the effects of stock-based compensation expense. 
  C - To exclude the effects of the amortization of intangible assets 
      related to business combinations. 
  D - To exclude the tax effect of reconciling items.

            

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