EX-99.1 2 v129503_ex99-1.htm
 

Announcement
 
Earnings Release for the Quarter Ended September 30, 2008
 
NDS GROUP PLC REPORTS FIRST QUARTER RESULTS
 
 
·  
Revenue for first quarter down 11% to $182.2 million.
·  
Operating income for first quarter down 56% to $25.9 million.
·  
Other expenses (relating to the Proposed Transaction described below) of $14.1 million.
·  
Diluted net income per share down 71% to $0.23 per share.
·  
95.4 million active devices protected by NDS conditional access technology at end of period.
·  
98.7 million middleware clients deployed at end of period.
·  
14.5 million DVR deployed with NDS technology at end of period.

NEW YORK and LONDON - October 23, 2008: NDS Group plc (“NDS” or the “Company”) (NASDAQ: NNDS), a majority-owned subsidiary of News Corporation that supplies open end-to-end digital technology and services to digital pay-TV platform operations and content providers, announced today its results for the quarter ended September 30, 2008.
 
Commenting on NDS’s performance, Dr. Abe Peled, Chairman and Chief Executive Officer of NDS, said, “NDS’s results this quarter reflect lower revenues from several large customers whose CA contracts have been renewed with certain volume discounts and new pricing to reflect different smart card change-over policies, as well as smart card recycling by certain customers. This is in line with our guidance for fiscal 2009. In addition, our results have been impacted by unusually large currency fluctuations during the period. At this point, the worldwide economic uncertainty has not been reflected in our operational results or outlook; however, we remain cautious and are monitoring the field results closely. Our project pipeline remains strong, and we remain focused on helping our customers compete effectively. We continue to invest in the key areas that will drive our business, and have been gratified by the reception of our leading technologies at the International Broadcasting Convention in Amsterdam in September 2008.”
 
KEY FINANCIAL MEASURES
 
   
Three months ended September 30,
  
   
2008
  
2007
  
           
Revenue (in thousands)
  
$
182,164
  
$
204,876
  
Operating income (in thousands)
  
$
25,909
  
$
58,286
  
Operating margin
    
14.2
%
  
28.4
%
Net income (in thousands)
  
$
13,384
  
$
46,294
  
Diluted net income per share
  
$
0.23
  
$
0.79
  
 
Page 1
 

Announcement

KEY NON-FINANCIAL MEASURES
 
   
Three months ended September 30,
  
   
2008
  
2007
  
           
Smart card deliveries (in millions)
          
Quantity delivered in period
    
8.0
    
7.4
  
               
Number of devices protected by NDS conditional access (in millions)
              
Net additions
    
5.1
    
3.2
  
Devices protected, end of period
    
95.4
    
78.6
  
               
Middleware clients deployed (in millions)
              
Middleware clients deployed in period
    
6.2
    
8.1
  
Deployments, end of period
    
98.7
    
69.9
  
               
DVR clients deployed (in millions)
              
DVR clients deployed in period
    
1.4
    
1.5
  
Deployments, end of period
    
14.5
    
8.8
  
               
Employees
              
Full-time equivalents, end of period
    
4,073
    
3,665
  
 
KEY DEVELOPMENTS IN THE FIRST QUARTER
 
·  
In August 2008, NDS, News Corporation and two newly incorporated companies formed by funds advised by Permira Advisers LLP (the Permira Newcos) announced the signing of an implementation agreement for the previously announced transaction to take NDS private (the Proposed Transaction). The Proposed Transaction would result in the cancellation of all of NDS’s outstanding Series A ordinary shares for per-share consideration of $63 in cash. If the Proposed Transaction is consummated, the Permira Newcos and News Corporation would own approximately 51% and 49% of NDS, respectively. The Proposed Transaction is subject to certain conditions and there can be no assurance that the Proposed Transaction will be completed.
 
·  
During the International Broadcasting Convention (IBC), NDS Unified Headend™ won “Best Content Protection Technology” Product of the Year Award from Cable & Satellite International Magazine.
 
·  
NDS and Astro, the only direct-to-home satellite TV operator in Malaysia, completed the migration of over 2.7 million Astro subscribers to NDS VideoGuard® conditional access.
 
·  
NDS and Premiere, the largest pay-TV operator in Germany and Austria, completed the first phase of the changeover of Premiere subscribers to NDS VideoGuard conditional access.
 
·  
NDS launched NDS Dynamic™ an innovative suite of solutions for targeted and interactive advertising and audience measurement which allows TV operators to generate new revenue streams. A key partner in NDS Dynamic is TNS Media Research (TNS), a global leader in TV, radio and internet audience measurement.
 
·  
Tata Sky chose NDS technology to launch India’s first Electronic Program Guide (EPG) in the Hindi language, underscoring NDS’ commitment to the Indian pay-TV market.
 
·  
NDS subsidiary Jungo launched a patent-pending software solution to enable fast channel changing in Internet protocol television (IPTV) networks.
 
FINANCIAL REVIEW
 
Total revenue for the three-month period ended September 30, 2008 was $182.2 million, a decrease of 11% compared to the corresponding period of the previous fiscal year.
 
Page 2
 

Announcement
 
Revenue from conditional access decreased by 19% during the three-month period ended September 30, 2008 as compared to the three-month period ended September 30, 2007. The decrease was principally due to recognition in the three-month period ended September 30, 2007 of a portion of security services revenue previously deferred as certain remaining revenue recognition criteria were satisfied during that period. These factors were partially offset by an increased volume of smart cards delivered and the growth of the subscriber bases of our customers during the three-month period ended September 30, 2008. Recently, certain of our customers have begun recycling set-top boxes and smart cards when a subscriber terminates its subscription by re-issuing the set-top box and smart card to a new subscriber. This activity by our customers reduces demand for new smart cards and also reduces our incremental set-top box royalties. Integration, development and support revenue increased by 4% in the three-month period ended September 30, 2008 as compared to the three-month period ended September 30, 2007. The recognition of revenue from new customers and from the delivery of enhancements to several of our existing major customers is dependent on the timing of satisfaction of all our revenue recognition criteria; therefore, this component of our revenue tends to fluctuate from period to period. License fee and royalty revenue decreased by 16% in the three-month period ended September 30, 2008 as compared to the three-month period ended September 30, 2007, principally as a result of a decrease in the number of middleware clients deployed during the three-month period ended September 30, 2008 as compared to the three-month period ended September 30, 2007. The increase in revenue from new technologies of 10% in the three-month period ended September 30, 2008, compared to the three-month period ended September 30, 2007, was principally due to higher revenue from our IPTV customers, and from gaming applications and residential gateway devices. These increases were partially offset by lower revenue from deployment of our DVR technologies and advanced middleware solutions. The fees recognized on deployment of DVR technologies were lower due to the timing of project acceptance.
 
Cost of goods and services sold increased by 10% during the three-month period ended September 30, 2008, as compared to the three-month period ended September 30, 2007, principally due to an increase in the number of our employees working on development, integration and support activities during the three-month period ended September 30, 2008. This was offset in part by lower royalties paid to third parties for the use of their technologies during the three-month period ended September 30, 2008.
 
Research and development costs decreased by 6% for the three-month period ended September 30, 2008 as compared to the three-month period ended September 30, 2007 as a result of a small decrease in the number of employees working on research and development projects. Additionally, in the three-month period ended September 30, 2008, we recognized the benefit of a $7.9 million grant from the French government as a consequence of our engagement in certain eligible research projects. In the three-month period ended September 30, 2007, we received an equivalent grant of $6.7 million. Sales and marketing expenses increased by 26% in the three-month period ended September 30, 2008 as compared to the three-month period ended September 30, 2007, principally as a result of higher employee headcount and travel costs, increased attendance at trade shows and a higher level of corporate communications activities. General and administrative expenses increased by 23% in the three-month period ended September 30, 2008 as compared to the three-month period ended September 30, 2007, primarily as a result of losses due to holding cash in currencies other than the U.S. dollar, which were partially offset by lower legal expenses.
 
We estimate that currency exchange rate fluctuations increased our revenue by approximately $1.0 million and decreased our operating income by approximately $8.1 million during the three-month period ended September 30, 2008, compared to what would have been achieved had foreign exchange rates been consistent with those prevailing during the prior fiscal year.
 
As a result of the factors outlined above, and, in particular, the decrease in conditional access and royalty revenue and the impact of foreign currency exchange rate movements, operating income was $25.9 million, or 14% of revenue, for the three-month period ended September 30, 2008. Operating income was $58.3 million, or 28% of revenue, during the three-month period ended September 30, 2007, and included the impact of the recognition of a portion of security services revenue previously deferred, as described above.
 
During the three-month period ended September 30, 2008, we incurred other expenses of $14.1 million. Of this amount, $11.0 million relates to a conditional forward currency derivative financial instrument (the Conditional Hedge) entered into during the three-month period ended September 30, 2008 to act as an economic hedge against the fact that a portion of the debt to be drawn down upon the consummation of the Proposed Transaction will be denominated in euros. The terms of the Conditional Hedge do not meet the criteria of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” to qualify for hedge accounting; accordingly the changes in fair value of the Conditional Hedge are recorded in other expenses. Should the Proposed Transaction not be consummated, no amounts will be due under the Conditional Hedge and the amounts recorded as of September 30, 2008 will be reversed.
 
Page 3
 

Announcement
 
The remaining amount of other expenses relates to $3.1 million in legal and professional fees associated with the Proposed Transaction, which are included in other expenses. We expect to incur further costs associated with the Proposed Transaction in future periods.
 
Our effective tax rate was 21.3% for the three-month period ended September 30, 2008, compared to 29.5% for the three-month period ended September 30, 2007. This decrease was due to a deferred income tax benefit of $4.4 million related to the Conditional Hedge discussed above and lower U.K. statutory tax rates.
 
As of September 30, 2008, we had cash and cash equivalents totaling $711.2 million. During the three-month period ended September 30, 2008, cash used by operating activities was $4.7 million. We had a net outflow of cash and cash equivalents of $10.2 million in the three-month period ended September 30, 2008, compared to a net inflow of $23.3 million during the three-month period ended September 30, 2007. As a result of our holding a portion of our cash in currencies other than the U.S. dollar, foreign exchange rate fluctuations have reduced the value of our cash holdings by $13.7 million during the three-month period ended September 30, 2008.
 
FOREIGN EXCHANGE RATES
 
Average foreign exchange rates used in the quarterly results are as follows:
 
   
Three months ended September 30,
  
   
2008
  
2007
  
           
U.K. Pounds Sterling/U.S. Dollar
    
0.5281
    
0.4948
  
Euro/U.S. Dollar
    
0.6646
    
0.7276
  
Israeli Shekel/U.S. Dollar
    
3.4829
    
4.1871
  
Indian Rupee/U.S. Dollar
    
43.5840
    
40.3880
  

Page 4
 

Announcement

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

 
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
 
This document may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from these expectations due to changes in global economic, business, competitive market, regulatory and other factors. More detailed information about these and other factors that could affect future results is contained in our filings with the U.S. Securities and Exchange Commission. Any “forward-looking statements” included in this document are made only as of the date of this document and we do not have any obligation, nor do we undertake, to publicly update any “forward-looking statements” to reflect subsequent events or circumstances, except as required by law.
 
 
CONTACT
 
NDS Group plc
Yael Fainaro (Investor Relations)
Tel: +44 20 8476 8287
Breakaway Communications U.S.
Kelly Fitzgerald
Tel: +1 212 616 6006

 
CONFERENCE CALL
 
Dr. Abe Peled, Chairman and Chief Executive Officer, and Mr. Alex Gersh, Chief Financial Officer, will host a conference call to discuss this announcement and answer questions at 9.00 a.m. New York time (2.00 p.m. London time) on Thursday, October 23, 2008.
 
Dial-in
U.S. toll free:
1 866 832 0732
U.K. freephone:
0800 073 8968
International dial-in:
+44 (0)1452 562 717
 
Replay (available for seven days)

U.S. toll free replay:
1 866 247 4222
U.K. freephone replay:
0800 953 1533
International replay:
+44 (0)1452 550 000
Replay passcode:
67203351#
 
The live webcast and conference call will be available at: http://investor.shareholder.com/nds/webcasts.cfm starting at 9.00 a.m. New York time (2.00 p.m. London time) on Thursday, October 23, 2008. Please register for the event now by clicking on the “First Quarter Results 2009” link on that page. For those of you who are not able to attend this live broadcast online, the presentation will be recorded and available on the same page three hours following the original broadcast.
 
An audio replay will also be available on the NDS website (www.nds.com) from approximately 12.00 noon (London time) on October 24, 2008.
Page 5
 

Announcement


NDS Group plc
 
 

   
For the three months ended
September 30,
  
(in thousands, except per-share amounts)
  
2008
  
2007
  
           
Revenue:
          
Conditional access
  
$
98,766
  
$
121,583
  
Integration, development & support
    
11,368
    
10,909
  
License fees & royalties
    
24,205
    
28,944
  
New technologies
    
46,785
    
42,458
  
Other
    
1,040
    
982
  
               
Total revenue
    
182,164
    
204,876
  
               
Cost of goods and services sold
    
(75,461
)
  
(68,456
)
               
Gross margin
    
106,703
    
136,420
  
               
Operating expenses:
              
Research & development
    
(47,893
)
  
(51,011
)
Sales & marketing
    
(12,118
)
  
(9,620
)
General & administration
    
(17,450
)
  
(14,220
)
Amortization of intangibles
    
(3,333
)
  
(3,283
)
               
Total operating expenses
    
(80,794
)
  
(78,134
)
               
Operating income
    
25,909
    
58,286
  
               
Interest income, net
    
5,200
    
7,372
  
Other expenses
    
(14,107
)
  
—
  
               
Income before income tax expense
    
17,002
    
65,658
  
               
Income tax expense
    
(3,618
)
  
(19,364
)
               
Net income
  
$
13,384
  
$
46,294
  
               
Net income per share:
              
Basic net income per share
  
$
0.23
  
$
0.80
  
Diluted net income per share
  
$
0.23
  
$
0.79
  
Page 6
 

Announcement


NDS Group plc
 
Consolidated Balance Sheets
 
(in thousands, except share amounts)
  
As of
September 30, 2008
(Unaudited)
  
As of
June 30,
2008
(Audited)
  
ASSETS
Current assets:
          
Cash and cash equivalents
  
$
711,162
  
$
734,992
  
Accounts receivable, net
    
119,141
    
126,131
  
Accrued income
    
40,386
    
46,948
  
Inventories, net
    
87,246
    
79,659
  
Prepaid expenses
    
24,869
    
24,904
  
Other current assets
    
19,523
    
4,203
  
Total current assets
    
1,002,327
    
1,016,837
  
Property, plant & equipment, net
    
47,239
    
49,741
  
Goodwill
    
130,944
    
134,693
  
Other intangibles, net
    
51,962
    
55,806
  
Deferred tax assets
    
15,641
    
17,370
  
Other non-current assets
    
109,402
    
101,702
  
               
Total assets
  
$
1,357,515
  
$
1,376,149
  
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
              
Accounts payable
  
$
27,463
  
$
33,611
  
Deferred income
    
125,584
    
128,318
  
Accrued expenses
    
56,286
    
87,115
  
Income tax liabilities
    
15,016
    
24,513
  
Other current liabilities
    
33,291
    
20,673
  
Total current liabilities
    
257,640
    
294,230
  
Deferred income
    
79,454
    
79,100
  
Accrued expenses
    
70,041
    
67,713
  
Other non-current liabilities
    
4,419
    
4,701
  
               
Total liabilities
    
411,554
    
445,744
  
Commitments and contingencies
              
Shareholders’ equity:
              
Series A ordinary shares, par value $0.01 per share: 16,424,907 and 16,250,058 shares outstanding as of September 30, and June 30, 2008, respectively
    
164
    
162
  
Series B ordinary shares, par value $0.01 per share: 42,001,000 shares outstanding as of September 30, and June 30, 2008, respectively
    
420
    
420
  
Deferred shares, par value £1 per share: 42,000,002 shares outstanding as of September 30, and June 30, 2008, respectively
    
64,103
    
64,103
  
Additional paid-in capital
    
594,316
    
590,663
  
Retained earnings
    
229,585
    
216,201
  
Other comprehensive income
    
57,373
    
58,856
  
Total shareholders’ equity
    
945,961
    
930,405
  
               
Total liabilities and shareholders’ equity
  
$
1,357,515
  
$
1,376,149
  
Page 7
 

Announcement


NDS Group plc
 
Unaudited Consolidated Statements of Cash Flows
 
   
For the three months ended
September 30,
  
(in thousands)
  
2008
  
2007
  
           
Operating activities:
          
Net income
  
$
13,384
  
$
46,294
  
               
Adjustments to reconcile net income to net cash provided by operating activities:
              
Depreciation
    
5,451
    
5,652
  
Amortization of other intangibles
    
3,333
    
3,283
  
Equity-based compensation
    
4,795
    
4,311
  
Conditional hedge, net
    
6,620
    
—
  
Other
    
234
    
97
  
Change in operating assets and liabilities, net of acquisitions:
              
Inventories
    
(7,587
)
  
(4,402
)
Receivables and other assets
    
7,292
    
(18,244
)
Deferred income
    
(2,380
)
  
(9,222
)
Accounts payable and other liabilities
    
(35,875
)
  
9,016
  
               
Net cash (used in) provided by operating activities
    
(4,733
)
  
36,785
  
               
Investing activities:
              
Capital expenditure
    
(5,446
)
  
(3,470
)
Business acquisitions, net of cash acquired
    
(1,117
)
  
(10,374
)
               
Net cash used in investing activities
    
(6,563
)
  
(13,844
)
               
Financing activities:
              
Issuance of shares
    
1,135
    
388
  
               
Net (decrease) increase in cash and cash equivalents
    
(10,161
)
  
23,329
  
               
Cash and cash equivalents, beginning of period
    
734,992
    
592,750
  
Currency exchange movements
    
(13,669
)
  
6,088
  
               
Cash and cash equivalents, end of period
  
$
711,162
  
$
622,167
  

 
Page 8