6-K 1 f6kq4.htm LONGTOP FINANCIAL TECHNOLOGIES LIMITED AirMedia announces pricing of initial public offering





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

_______________________


For the month of May 2010

Commission File Number: 001-33722



    Longtop Financial Technologies Limited    
(Exact Name of Registrant as Specified in its Charter)

Flat A, 10/F, Block 8, City Garden  

233 Electric Road, North Point

Hong Kong

 (86 592) 2396 888

_______________________
(Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F.....X.... Form 40-F.........


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) :  □


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) :  □






On May 24, 2010, Longtop Financial Technologies Limited (the “Company”) issued a press release regarding its unaudited financial results for the fiscal fourth quarter and fiscal year ended March 31, 2010. The Company’s press release is furnished as Exhibit 99.1.  


The press release of the Company attached as Exhibit 99.1 contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  A description of factors and risks that could cause actual results to differ from those set forth in such forward looking statements is included in the press release and is incorporated herein by reference.


Exhibits.


99.1

Press release regarding financial results for the fiscal fourth quarter and fiscal year ended March 31, 2010.







SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



DATED:  May 25, 2010                               LONGTOP FINANCIAL TECHNOLOGIES LIMITED



By:  /s/ Derek Palaschuk

Name: Derek Palaschuk

Title: Chief Financial Officer





[f6kq4001.jpg]


LONGTOP FINANCIAL TECHNOLOGIES LIMITED ANNOUNCES UNAUDITED FINANCIAL RESULTS FOR THE FISCAL QUARTER AND FULL YEAR ENDED MARCH 31, 2010



Hong Kong, May 24, 2010 – Longtop Financial Technologies Limited (“Longtop”) (NYSE: “LFT”), a leading software developer and solutions provider targeting the financial services industry in China, announced today unaudited financial results for the fiscal fourth quarter and fiscal year ended March 31, 2010.

FINANCIAL HIGHLIGHTS  

l

Fourth quarter total revenues of US$43.1 million, an increase of 66.4% Year-on-Year;

l

Fourth quarter Adjusted1 Operating Income of US$17.5 million, an increase of 65.2% Year-on-Year;

l

Fourth quarter Adjusted Net Income of US$16.3 million, an increase of 48.2% Year-on-Year;

l

Fourth quarter Adjusted Diluted Earnings Per Share of US$0.28, an increase of 33.3% Year-on-Year;

l

Fourth quarter US GAAP net income per diluted share of US$0.10, a decrease of 41.2% Year-on-Year;  

l

Full year total revenues of US$169.1 million, up 59.0% Year-on-Year;

l

Full year Adjusted Operating Income of US$ 79.1 million, up 50.6% Year-on-Year;

l

Full year Adjusted Net Income of US$77.7 million, which includes an income tax benefit of US$3.8 million. Excluding the tax benefit, Adjusted Net Income would have increased 43.2%;

l

Full year Adjusted Diluted Earnings Per Share of US$1.41, which includes an income tax benefit of US$0.07 per share. Excluding the tax benefit, Adjusted Diluted Earnings Per Share would have increased 36.7%;

l

 Full year US GAAP net income per diluted share of US$1.07, an increase of 28.9% Year-on-Year;

l

Cash flow from operations was US$13.2 million for the fourth quarter and US$62.9 million for the fiscal year 2010.


“I am very pleased to report that we have concluded fiscal 2010 with another quarter of solid results. We look back at a year in which our business flourished due to significant organic business expansion in the financial IT industry, and the synergies of the Sysnet acquisition that further boost our presence in the insurance IT solution market. This quarter’s results once more indicate that Longtop’s business is based on the indispensable and recurring nature of our software and solutions,” commented Weizhou Lian, CEO of Longtop. “Our outlook for 2011 is strong based on our sound business fundamentals and feedback from our customers. With the acquisition of Giantstone, we feel we are better positioned to capitalize on the long-term growth opportunity in China’s financial technology market.”

FISCAL FOURTH QUARTER AND FULL YEAR DETAILED FINANCIAL RESULTS

Revenue

Q4 and Fiscal Year 2010 Revenue - US$000s           

 

Three months ended

Twelve months ended

 

March
31, 2009

March
31, 2010

% Change

March
31, 2009

March
31, 2010

% Change

Software Development

 $           21,050

$           37,091

76.2%

$          89,559

$           145,200

62.1%

Other Services

 $             4,832

$             5,975

23.7%

$          16,737

$             23,857

42.5%

Total Revenue

 $           25,882

$           43,066

66.4%

$        106,296

$           169,057

59.0%


Total revenues for the quarter ended March 31, 2010, were US$43.1 million, an increase of 66.4% year-on-year (YoY) from US$25.9 million in the corresponding year ago period, and exceeded Company guidance of US$40.0 million. Excluding revenue from Sysnet, a leading IT insurance services provider acquired by Longtop in Q1 2010, total revenues for the fourth quarter would have increased by 56.1%. Software development revenues of US$37.1 million contributed 86.1% of total revenues, a YoY increase of 76.2%, and exceeded Company guidance of US$34.0 million. Excluding software development revenue from Sysnet, total software development revenues for the fourth quarter would have increased by 65.2%.      






Total revenues for the fiscal year ended March 31, 2010, were US$169.1 million, an increase of 59.0% YoY from US$106.3 million in the corresponding year ago period. Excluding revenue from Sysnet, total revenues for the fiscal year ended March 31, 2010, would have increased by 46.9%. Software development revenues, which were 85.9% of total revenues for the fiscal year ended March 31, 2010, amounted to US$145.2 million, a YoY increase of 62.1%. Excluding software development revenue from Sysnet, total software development revenues for the fiscal year ended March 31, 2010, would have increased by 53.7%. Revenue for the quarter and fiscal year ended March 31, 2010, from Giantstone, a leading provider of core banking solutions, which was acquired in January 2010 was nil.  The Company expects a revenue contribution from Giantstone of US$4.0 million in the first quarter of fiscal 2011 and US$15 million for fiscal 2011.    


Software Development Revenue by customer type - US$000s

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

Twelve months ended

 

March
31, 2009

March
31, 2010

% Change

March
31, 2009

March
31, 2010

% Change

Big Four Banks

 $             7,974

 $           15,820

98.4%

$          42,002

 $             63,092

50.2%

Other Banks  

 $             9,464

 $           14,188

49.9%

$          34,563

 $             54,168

56.7%

Insurance

 $             2,986

 $             5,635

88.7%

$            9,854

 $             21,830

121.5%

Enterprises

 $                626

 $             1,448

131.3%

$            3,140

 $               6,110

94.6%

   Total

 $           21,050

 $           37,091

76.2%

$          89,559

 $           145,200

62.1%


Software development revenue from the Big Four Banks in the fourth quarter was US$15.8 million, an increase of 98.4% YoY. Software development revenue from the Big Four Banks for the fiscal year ended March 31, 2010, was US$63.1 million, an increase of 50.2% YoY due to strong demand from the Big Four customers. Big Four Banks accounted for 43.5% of software development revenues for the year ended March 31, 2010, as compared to 46.9% in the corresponding year ago period.


Software development revenue from Other Banks in the fourth quarter was US$14.2 million, a YoY increase of 49.9%. Software development revenue from Other Banks for the fiscal year ended March 31, 2010, was US$54.2 million, an increase of 56.7% YoY due largely to more revenue per existing Other Bank customer. Other Banks accounted for 37.3% of software development revenues for the fiscal year ended March 31, 2010, as compared to 38.6% in the corresponding year ago period.


Software development revenue from Insurance was US$5.6 million in the fourth quarter, a YoY increase of 88.7% and US$21.8 million for the fiscal year ended March 31, 2010, an increase of 121.5% YoY. Insurance accounted for 15.0% of software development revenues for the fiscal year ended March 31, 2010. Sysnet contributed US$7.5 million in software development revenue for the fiscal year ended March 31, 2010, of which $2.3 million was recorded in Q4 2010.  Excluding insurance related software development revenue from Sysnet, insurance revenue for the fourth quarter and fiscal year ended March 31, 2010, would have increased by 23.7% and 59.9% respectively.    


Software development revenue from Enterprises was US$1.4 million and US$6.1 million for the three and twelve months ended March 31, 2010, a YoY increase of 131.3% and 94.6% respectively.  


Gross Margins  


 

Three months ended

Twelve months ended

 

March
31, 2009

March
31, 2010

Change (Decrease)

March
31, 2009

March
31, 2010

Change (Decrease)

US GAAP Software Development Gross Margin %

65.9%

62.3%

(3.6%)

70.6%

68.4%

(2.2%)

US GAAP Other Services Gross Margin %

32.9%

0.7%

(32.2%)

39.5%

26.8%

(12.7%)

US GAAP Total Gross Margin %

59.7%

53.8%

(5.9%)

65.7%

62.5%

(3.2%)

Adjusted Software Development Gross Margin %

68.6%

66.4%

(2.2%)

72.9%

71.4%

(1.5%)

Adjusted Other Services Gross Margin %

42.0%

31.1%

(10.9%)

49.0%

38.0%

(11.0%)

Adjusted Total Gross Margin %

63.6%

61.5%

(2.1%)

69.2%

66.7%

(2.5%)


Adjusted Software Development Gross Margin for fiscal 2010 declined 150 basis points from fiscal 2009 to 71.4%.  This slight decline was primarily due to the following factors: (i) the inclusion of Sysnet, which has lower gross margins than Longtop, (ii) Longtop is investing in its software development consulting and professional services business which has lower incremental gross margins than Longtop’s historical Adjusted Software Development Gross Margin, (iii) in order to





meet customer requirements a larger percentage of the workforce are being located in higher cost centers such as Beijing and (iv) cost of revenue associated with the Giantstone acquisition which closed in January 2010 without any corresponding revenue from Giantstone.  Customized software solutions as a percentage of Software Development revenue was 64.2% in fiscal 2010 and basically unchanged from 65.1% in fiscal 2009.   At March 31, 2010, Longtop had 2,492 software delivery staff including Giantstone, as compared to 1,310 at March 31, 2009.  

Adjusted Other Services Gross Margin for fiscal 2010 declined to 38.0% from 49.0% in 2009 due primarily to a gross margin reduction from the ATM physical maintenance business.  

Full year 2010 Adjusted Total Gross Margin of 66.7% was equal to the Company’s previous guidance.

Operating Expenses

 

Three months ended

Twelve months ended

 

March
31, 2009

March
31, 2010

% Change

March
31, 2009

March
31, 2010

% Change

US GAAP Operating Expenses - US$000s

$          7,040

 $          15,871

125.4%

 $         25,492

$            45,150

77.1%

US GAAP Operating Expenses - % of revenue

27.2%

36.8%

 

24.0%

26.8%

 

Adjusted Operating Expenses - US$000s

$          5,895

 $            9,025

53.1%

$         21,014

$            33,625

60.0%

Adjusted Operating Expenses - % of revenue

22.8%

20.9%

 

19.8%

19.9%

 


Adjusted Operating Expenses were 19.9% of revenue for the fiscal year ended March 31, 2010, which is in line with full year Company guidance of 20.0%. Adjusted Operating Expenses increased by 60.0% YoY in the fiscal year ended March 31, 2010, which was slightly lower than the YoY software development revenue growth of 62.1%.   

Operating Income

 

Three months ended

Twelve months ended

 

March
31, 2009

March
31, 2010

% Change (Decrease)

March
31, 2009

March
31, 2010

% Change

US GAAP Operating Income - US$000s

$            8,421

$            7,280

 (13.5%)

$         44,387

$            60,562

36.4%

US GAAP Operating Income - % of revenue

32.5%

16.9%

 

41.8%

35.8%

 

Adjusted Operating Income - US$000s

 $          10,572

 $          17,460

65.2%

$         52,495

$            79,073

50.6%

Adjusted Operating Income - % of revenue

40.8%

40.5%

 

49.4%

46.8%

 


Even with the inclusion of $1.1 million in operating losses from consolidating Giantstone, Adjusted Operating Income of US$17.5 million for the fourth quarter exceeded company guidance of US$16.0 million and increased YoY by 65.2%. Adjusted Operating Income of US$79.1 million for the fiscal year ended March 31, 2010, increased 50.6% YoY. Giantstone is expected to be accretive to operating income for fiscal year 2011.

Adjusted Operating Margin for the fiscal year ended March 31, 2010, of 46.8% was equal to Company guidance and lower than 49.4% in fiscal 2009 due to the decline in Adjusted Total Gross Margin.  

Net Income


 

Three months ended

Twelve months ended

 

March
31, 2009

March
31, 2010

% Change (Decrease)

March
31, 2009

March
31, 2010

% Change

US GAAP Net Income - US$000s

 $          8,832

 $            5,991

(32.2%)

 $         43,472

 $            59,091

35.9%

US GAAP Net income per Diluted Share           

 $            0.17

 $              0.10

 (41.2%)

 $             0.83

 $                1.07

28.9%

US GAAP Net Income - % of revenue

34.1%

13.9%

 

40.9%

35.0%

 

Adjusted Net Income - US$000s

 $       10,983

 $          16,278

48.2%

 $         51,580

 $            77,709

50.7%

Adjusted Net Income per Diluted Share             

 $           0.21

 $              0.28

33.3%

 $             0.98

 $                1.41

43.9%

Adjusted Net Income - % of revenue

42.4%

37.8%

 

48.5%

46.0%

 











Reconciliation between US GAAP Net Income and Adjusted Net Income

 

Three months ended

Twelve months ended

 

March
31, 2009

March
31, 2010

% Change (Decrease)

March
31, 2009

March
31, 2010

% Change

Adjusted Net Income

 $          10,983

 $          16,278

48.2%

 $         51,580

 $            77,709

50.7%

 

 

 

 

 

 

 

Stock compensation

 $            1,443

 $            2,482

72.0%

 $           5,648

 $              7,681

36.0%

Amortization of acquired intangible assets

 $               644

 $            1,590

146.9%

 $           2,287

 $              4,192

83.3%

Amortisation of acquired deferred compensation from acquisitions

 $                 64

 $               442


590.6%

 $              173

 $                 712


311.6%

Acquisition related expenses

 $                  -   

 $               743

 

 $                 -   

 $              1,003

 

Impairment of Intangible assets

 $                  -   

 $            2,494

 

 $                 -   

 $              2,494

 

Impairment of Goodwill

 $                  -   

 $            1,982

 

 $                 -   

 $              1,982

 

Changes in fair value of purchase consideration liability

 $                  -   

 $               554

 

 $                 -   

 $                 554

 

Sub-total

 $            2,151

 $          10,287

378.2%

 $           8,108

 $            18,618

129.6%

 

 

 

 

 

 

 

US GAAP Net Income

 $            8,832

 $            5,991

(32.2%)

 $         43,472

 $            59,091

35.9%


Adjusted Net Income for the quarter ended March 31, 2010, of US$16.3 million or US$0.28 per fully diluted share increased by 48.2% as compared to Adjusted Net Income of US$11.0 million in the corresponding year ago period, and exceeded Company Guidance for Adjusted Net Income of US$15.5 million and US$0.26 for Adjusted Diluted Earnings Per Share .

During the fourth quarter, Longtop recorded a total of $4.5 million for intangible assets and goodwill impairment charges related to an Other Services business acquired in fiscal 2009. US GAAP and Adjusted Net Income for the fiscal year ended March 31, 2010, includes US$3.8 million (US$0.07 per fully diluted share) for an income tax benefit  recorded in Q3 2010 (“Q3 2010 Income Tax Benefit”) associated with Longtop’s qualification as a Key Software Company for the 2009 calendar year. Excluding the Q3 2010 Income Tax Benefit, Adjusted Net Income for the fiscal year ended March 31, 2010, would have increased 43.2% as compared to Adjusted Net Income of US$51.6 million in fiscal 2009. US GAAP net income for the fiscal year ended March 31, 2010, excluding the US$3.8 million Q3 2010 Income Tax Benefit, would have increased 27.1% as compared to US GAAP net income of US$43.5 million in the corresponding year ago period.

Operating cash flow was US$13.2 million and US$62.9 million for fourth quarter and fiscal year ended March 31, 2010.

Unrestricted cash balances at March 31, 2010, were US$331.9 million.

Commenting on the results, Derek Palaschuk, CFO of Longtop, said: “In the fourth quarter revenue once more substantially exceeded our previous guidance, demonstrating the continuing strong demand for Longtop solutions. Even with the inclusion of $1.1 million in operating losses from consolidating Giantstone, our operating and net income was still well above guidance.  Our continuous efforts to further improve overall business execution were underscored by a strong cash flow from operations of $62.9 million for fiscal 2010. Looking ahead, our positive business momentum, stable margin structure and strong cash balance form a solid foundation to consolidate our leadership position in China’s financial technology industry in fiscal 2011.”

BUSINESS OUTLOOK


Longtop anticipates for the quarter ending June 30, 2010:


Total revenues of US$44.5 million, Adjusted Operating Income of US$18.0 million, Adjusted Net Income of US$16.1 million and Adjusted Diluted Earnings Per Share of US$0.28. Giantstone is expected to contribute $4.0 million of software development revenues, $1.4 million in Adjusted Operating Income, $1.1 million in Adjusted Net Income or $0.02 per diluted share.  


Longtop anticipates for its fiscal year ending March 31, 2011:


Total revenues of US$225 million, Adjusted Operating Income of US$103.5 million, Adjusted Net Income of US$96.5 million and Adjusted Diluted Earnings Per Share of US$1.64.   Giantstone is expected to contribute $15.0 million of software development revenues, $4.5 million in Adjusted Operating Income, $3.75 million in Adjusted Net Income or  $0.06 per diluted share.  


CONFERENCE CALL AND WEBCAST





Longtop's senior management team will host a conference call and audio web cast at 8:00 am US Eastern Time/ 5:00 am U.S. Pacific Time/ 8:00 pm Beijing/Hong Kong time on May 24, 2010. The conference call will last for approximately one hour.

    The dial-in numbers for the conference call are as follows:

    U.S. Toll Free: 1866 549 1292 (back-up number: +852 3005 2050)

    China Toll Free: 400 681 6949 (back-up number: +852 3005 2050)

    Hong Kong and International: +852 3005 2050

    Passcode: 765115#

A live and archived web cast of this call will be available on Longtop's website at http://en.longtop.com/.

NON-GAAP DISCLOSURE (“ADJUSTED”)

To supplement the unaudited consolidated financial statements presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"), Longtop's management reports and uses non-GAAP (“Adjusted”) measures of cost of revenues, operating expenses, net income and fully diluted net income per share, which are adjusted from results based on GAAP.  To supplement our financial results presented on a GAAP basis, we use the non-GAAP measures to exclude certain business combination accounting entries and expenses related to acquisitions, as well as other significant expenses including stock-based compensation that we believe are helpful in understanding our past financial performance and our future results. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures.  Management believes these non-GAAP financial measures enhance the user's overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the non-GAAP financial measures provide useful information to both management and investors by excluding certain items that we believe are not indicative of our core operating results. The presentation of this additional information is not meant to be considered superior to, in isolation from or as a substitute for results prepared in accordance with US GAAP. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures contained in this release and which we discuss below.  Readers are cautioned not to view non-GAAP results on a stand-alone basis or as a substitute for results under GAAP, or as being comparable to results reported or forecasted by other companies.   

Definitions of Non-GAAP Measures

Adjusted Cost of Revenue is defined as cost of revenue excluding, if applicable: (1) non-cash compensation expense and (2) amortization and charges for impairment of acquired intangibles.

Adjusted Gross Margin is defined as Total Revenue less Adjusted Cost of Revenue.  

Adjusted Operating Expenses is defined as operating expenses excluding, if applicable: (1) non-cash compensation expense, (2) amortization of acquired intangibles, deferred compensation arising on acquisition and goodwill and intangible asset impairment, (3) acquisition related expenses such as fees paid to investment bankers, due diligence and legal costs paid to third parties which would have, prior to April 1, 2009, been included as a cost of acquisition under GAAP; (4) post acquisition adjustments to the fair value of contingent consideration which would have, prior to April 1, 2009, been included as a cost of acquisition under GAAP or (5) one-time items.   

Adjusted Operating Income is defined as Adjusted Gross Margin less Adjusted Operating Expenses.

Adjusted Net Income is defined as Adjusted Operating Income plus/minus other income/(expenses), less income taxes, excluding if applicable: (1) one-time items and  (2) discontinued operations.   

Adjusted EPS is defined as Adjusted Net Income divided by diluted shares.

One-Time Items, if applicable, are excluded from Adjusted Operating Income and Adjusted Net Income.  These items are one-time in nature and non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years. GAAP results include one-time items.  

Expenses That Are Excluded From Our Non-GAAP Measures





Non-cash compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions, of restricted stock, restricted stock units and stock options. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding which, for restricted stock units and stock options, are included on a treasury method basis. Longtop's management believes excluding the share-based compensation expense from its non-GAAP financial measure is useful for itself and investors. Although share-based compensation is a key incentive offered to our employees and especially our senior management, and we believe such compensation contributed to the revenues earned during the periods presented and also believe it will contribute to the generation of future period revenues, as share-based compensation expense does not involve any upfront or subsequent cash outflow, Longtop does not factor this in when evaluating and approving expenditures or when determining the allocation of its resources to its business segments. As a result, the monthly financial results for internal reporting and any performance measure for commission and bonus are based on non-GAAP financial measures that exclude share-based compensation expense.   If we had included share-based compensation expenses in our Non-GAAP Adjusted Net Income in fiscal 2010, Adjusted Net Income would have been US$7.7 million lower or US$70.0 million for the twelve months ended March 31, 2010, and our Adjusted Net Income margin would have been 4.5% lower.   

Goodwill and intangible asset impairment and amortization of acquired intangibles is a non-cash expense relating to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as backlog, customer relationships, and intellectual property, are valued and amortized over their estimated lives. While it is likely that we will have significant intangible amortization expense as we continue to acquire companies, we have excluded the effect of amortization of intangible assets from our non-GAAP financial measures. Amortization of intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. Investors should note that the use of intangible assets contributed to revenues earned during the periods presented and will contribute to future period revenues as well.

Acquisition proceeds allocated to deferred compensation arises where a portion of the purchase price paid to shareholders is considered compensation expense rather than purchase price under US GAAP. Deferred compensation arising on acquisition is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. Investors should note that the use of deferred compensation arising on acquisition contributed to revenues earned during the periods presented and will contribute to future period revenues as well.  

Prior to  April 1, 2009, acquisition-related expenses such as fees paid to investment bankers, due diligence and legal costs paid to third parties were capitalized as part of the cost of the acquisition. Subsequent to April 1, 2009, such costs are required to be recorded as an operating expense when incurred. These acquisition-related expenses are not related to the performance of our business lines, are inconsistent in amount and frequency and are significantly affected by the timing and size of our acquisitions.

Prior to April 1, 2009, contingent consideration was generally recorded as a additional purchase price when the contingencies resolved and the consideration became payable.  Subsequent to April 1, 2009, we are required to estimate and record the fair value of contingent acquisition consideration as of the acquisition date.  Contingent consideration is re-measured at fair value in each reporting period with changes in fair value recognized in earnings. The contingent acquisition consideration, is inconsistent in amount and frequency, and is significantly affected by the timing and size of our acquisitions.       

  

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

It is currently expected that the Business Outlook will not be updated until the release of Longtop’s next quarterly earnings announcement; however, Longtop reserves the right to update its Business Outlook at any time for any reason.

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including those with respect to our anticipated operating results for the quarter ending June 30, 2010 and fiscal year ending March 31, 2011, efforts taken to improve efficiency, strengthen management, manage the Company’s growth and the Company’s competitive position. In some cases, you can identify forward-looking statements by such terms as ''believes,'' ''expects,'' ''anticipates,'' ''intends,'' ''estimates,'' the negative of these terms, or other comparable terminology. Factors that could cause actual results to differ include the growth of the financial services industry in China; the amount and seasonality of IT spending by banks and other financial services companies; competition and potential pricing pressures; our revenue growth and solution and service mix; our ability to successfully develop, introduce and market new solutions and services; our ability to effectively manage our operating costs and expenses; our reliance on a limited number of customers that account for a high percentage of our revenues; a possible future shortage or limited availability of employees; general economic and business conditions; the volatility of our operating results and financial condition; our ability to attract or retain qualified senior management personnel and research and development staff; the outbreak of health epidemics; the relocation of our headquarters; People’s Republic of China, or PRC, regulatory changes and interpretations;  and other risks detailed in the Company's filings with the Securities and Exchange Commission. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections





about the companies and the industry. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, they cannot assure you that their expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. Our actual results of operations for the quarter and year ended March 31, 2010, are not necessarily indicative of our operating results for any future periods. Any projections in this release are based on limited information currently available to us, which is subject to change.

About Longtop Financial Technologies Limited

Longtop is a leading software development and solutions provider targeting the financial services industry in China. Longtop develops and delivers a comprehensive range of software applications and solutions with a focus on meeting the rapidly growing IT needs of the financial services institutions in China. Longtop is the highest ranked Chinese financial technology provider on the Global FinTech 100 survey of top technology partners to the financial services industry. Independent research firm IDC has also named Longtop the No.1 market share leader in China’s Banking IT solution market and the No.2 market share leader in China’s Insurance IT solution market in calendar year 2008. Headquartered in Beijing, Longtop has six solution delivery centers, three research and development centers and 95 ATM service centers located in 27 out of 31 provinces in China.

For more information, please visit: http://en.longtop.com/.

Contact us

For Investors:

Longtop Financial Technologies Limited

Charles Zhang, CFA

Email: ir@longtop.com

Phone: +86 10 8421 7758

For Media:

IR Inside BV

Caroline Straathof

Email: caroline.straathof@irinside.comPhone: +31 6 5462 4301















       

UNAUDITED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

March 31,
2009

 

March 31,
2010

 

 

 

 

 

 

 

(In U.S. dollar thousands, except share and per share data)

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$                                      238,295

 

$                                      331,889

Restricted cash

 

                                                             463

 

8,904

Accounts receivable, net

 

29,861

 

65,581

Inventories

 

4,982

 

6,381

Amounts due from related parties

 

                                                             682

 

1,029

Deferred tax assets

 

                                                             979

 

250

Other current assets

 

4,712

 

11,066

 

 

 

 

 

Total current assets

 

279,974

 

425,100

 

 

 

 

 

Fixed assets, net

 

14,858

 

26,343

Prepaid land use right

 

5,167

 

5,064

Intangible assets, net

 

11,526

 

45,676

Goodwill

 

24,837

 

98,789

Deferred tax assets

 

1,479

 

1,443

Other assets

 

632

 

3,334

 

 

 

 

 

Total assets

 

$                                      338,473

 

$                                     605,749

 

 

 

 

 

Liabilities and shareholders' equity

 

 

 

 

Current liabilities:

 

 

 

 

Short-term borrowings

 

$                                              486

 

 $                                            169

Accounts payable

 

3,299

 

14,963

Deferred revenue

 

16,010

 

25,725

Amounts due to related parties

 

                                                               17

 

156

Deferred tax liabilities

 

                                                             867

 

995

Accrued and other current liabilities

 

23,810

 

44,380

 

 

 

 

 

Total current liabilities

 

44,489

 

86,388

 

 

 

 

 

Long-term liabilities:

 

 

 

 

Obligations under capital leases, net of current portion

 

98

 

                                                               -   

Deferred tax liabilities

 

1,242

 

6,842

Other non-current liabilities

 

                                                             286

 

22,517

 

 

 

 

 

Total liabilities

 

46,115

 

115,747

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

Ordinary shares $0.01 par value (1,500,000,000 shares  authorized, 51,036,816 and 56,231,188 shares issued and outstanding as of March 31, 2009 and March 31, 2010, respectively)

 

$                                               510

 

$                                                562

Additional paid-in capital

 

243,194

 

381,262

Retained earnings

 

29,451

 

88,542

Accumulated other comprehensive income

 

19,203

 

19,636

 

 

 

 

 

Total shareholders' equity

 

292,358

 

490,002

 

 

 

 

 

Total liabilities and shareholders' equity

 

$                                       338,473

 

$                                        605,749





            

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

Three Months Ended

 

Year Ended

 

 

March 31,2009

 

March 31,2010

 

March 31,2009

 

March 31,2010

 

 

(In U.S. dollar thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

Software development

 

$                      21,050

 

$                     37,091

 

$                    89,559

 

$                   145,200

Other services

 

4,832

 

5,975

 

16,737

 

23,857

Total revenues

 

25,882

 

                       43,066

 

106,296

 

169,057

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

Software development

 

7,178

 

13,980

 

26,294

 

45,880

Other services

 

3,243

 

5,935

 

10,123

 

17,465

Total cost of revenues

 

10,421

 

19,915

 

36,417

 

63,345

Gross profit

 

15,461

 

23,151

 

69,879

 

105,712

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

1,541

 

2,191

 

5,172

 

8,219

Sales and marketing

 

3,160

 

6,854

 

10,961

 

20,966

General and administrative

 

2,339

 

4,844

 

9,359

 

13,983

Impairment of Goodwill

 

                                -   

 

1,982

 

                              -   

 

1,982

Total operating expenses

 

7,040

 

15,871

 

25,492

 

45,150

Income from operations

 

8,421

 

7,280

 

44,387

 

60,562

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

Interest income

 

1,206

 

1,219

 

5,644

 

4,315

Interest expense

 

                                -   

 

                          (247)

 

(305)

 

(777)

Other income (expense), net

 

                             123

 

                            377

 

(169)

 

690

 

 

 

 

 

 

 

 

 

Total other income

 

                          1,329

 

                         1,349

 

                        5,170

 

                         4,228

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

9,750

 

8,629

 

49,557

 

64,790

Income tax expense

 

                           (918)

 

                       (2,638)

 

(6,085)

 

(5,699)

 

 

 

 

 

 

 

 

 

Net income

 

8,832

 

5,991

 

43,472

 

59,091

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

      Basic ordinary share

 

 $                         0.17

 

 $                        0.11

 

 $                       0.86

 

 $                        1.11

      Diluted

 

 $                         0.17

 

 $                        0.10

 

 $                       0.83

 

 $                        1.07

 

 

 

 

 

 

 

 

 

Shares used in computation of net income per share:

 

 

 

 

 

 

 

 

Basic ordinary share

 

50,777,180

 

                56,207,916

 

50,545,151

 

53,102,841

Diluted

 

52,488,337

 

                58,201,217

 

52,368,317

 

55,174,468





 

UNAUDITED CONSOLIDATED ADJUSTED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Three Months Ended

 

Year Ended

 

 

March 31,2009

 

March 31,2010

 

March 31,2009

 

March 31,2010

 

 

 

 

 

 

 

 

 

 

 

(In U.S. dollar thousands, except share and per share data)

Revenues:

 

 

 

 

 

 

 

 

      Software development

 

                  21,050

 

                            37,091

 

                            89,559

 

                          145,200

      Other services

 

                              4,832

 

                              5,975

 

                            16,737

 

                            23,857

      Total revenues

 

                            25,882

 

                            43,066

 

                          106,296

 

                          169,057

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

      Software development

 

                              7,178

 

                            13,980

 

                            26,294

 

                            45,880

      Other services

 

                              3,243

 

                              5,935

 

                            10,123

 

                            17,465

      Total cost of revenues

 

                            10,421

 

                            19,915

 

                            36,417

 

                            63,345

 

 

 

 

 

 

 

 

 

Cost of revenue adjustments:

 

 

 

 

 

 

 

 

      Share-based compensation software development

 

                               (438)

 

                               (791)

 

                            (1,649)

 

                            (2,454)

      Share-based compensation other services

 

                                 (67)

 

                               (144)

 

                               (252)

 

                               (428)

      Amortization of acquired intangible assets other services

 

                               (341)

 

                                 (87)

 

                            (1,236)

 

                               (557)

      Amortization of acquired intangible assets software development

 

                                 (96)

 

                               (391)

 

                               (320)

 

                            (1,356)

      Amortization of deferred compensation other services

 

                                 (33)

 

                                 (33)

 

                               (106)

 

                               (132)

      Amortization of deferred compensation software development

 

                                 (31)

 

                               (335)

 

                                 (67)

 

                               (506)

      Impairment of Intangible assets other services

 

                          -   

 

                            (1,553)

 

                         -   

 

                            (1,553)

 

 

 

 

 

 

 

 

 

Adjusted cost of revenues:

 

 

 

 

 

 

 

 

      Software development

 

                              6,613

 

                            12,463

 

                            24,258

 

                            41,564

      Other services

 

                              2,802

 

                              4,118

 

                              8,529

 

                            14,795

      Total adjusted cost of revenues

 

                              9,415

 

                            16,581

 

                            32,787

 

                            56,359

 

 

 

 

 

 

 

 

 

Gross profit

 

                            15,461

 

                            23,151

 

                            69,879

 

                          105,712

 

 

 

 

 

 

 

 

 

Adjusted gross profit

 

                            16,467

 

                            26,485

 

                            73,509

 

                          112,698

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

      Research and development

 

                              1,541

 

                              2,191

 

                              5,172

 

                              8,219

      Sales and marketing

 

                              3,160

 

                              6,854

 

                            10,961

 

                            20,966

      General and administrative

 

                              2,339

 

                              4,844

 

                              9,359

 

                            13,983

      Impairment of Goodwill

 

                          -

 

                              1,982

 

                          -   

 

                              1,982

      Total operating expenses

 

                              7,040

 

                            15,871

 

                            25,492

 

                            45,150

 

 

 

 

 

 

 

 

 

Operating expense adjustments:

 

 

 

 

 

 

 

 

      Share-based compensation research and development

 

                               (100)

 

                               (150)

 

                               (385)

 

                               (503)

      Share-based compensation sales and marketing

 

                               (389)

 

                               (755)

 

                            (1,491)

 

                            (2,352)

      Share-based compensation general and administrative

 

                               (449)

 

                               (642)

 

                            (1,871)

 

                            (1,944)

      Amortization of acquired intangible assets sales and marketing

 

                               (150)

 

                            (1,035)

 

                               (545)

 

                            (2,003)

      Amortization of acquired intangible assets general and administrative

 

                                 (57)

 

                                 (77)

 

                               (186)

 

                               (276)

   Acquisition related expenses general and administrative

 

                          -   

 

                               (743)

 

                        -   

 

                            (1,003)

      Amortization of deferred compensation sales and marketing

 

                          -   

 

                                 (37)

 

                        -   

 

                                   (37)

      Amortization of deferred compensation general and administrative

 

                          -   

 

                                 (37)

 

                        -   

 

                                 (37)










      Impairment of Goodwill

 

                             -   

 

                            (1,982)

 

                          -   

 

                            (1,982)

      Impairment of intangible assets general and administrative

 

                             -   

 

                               (277)

 

                          -   

 

                               (277)

      Impairment of intangible assets sales and marketing

 

                             -   

 

                               (664)

 

                          -   

 

                               (664)

      Changes in fair value of purchase consideration liability

 

                             -   

 

                               (447)

 

                          -   

 

                               (447)

 

 

 

 

 

 

 

 

 

Adjusted operating expenses:

 

 

 

 

 

 

 

 

      Research and development

 

                              1,441

 

                              2,041

 

                              4,787

 

                              7,716

      Sales and marketing

 

                              2,621

 

                              4,363

 

                              8,925

 

                            15,910

      General and administrative

 

                              1,833

 

                              2,621

 

                              7,302

 

                              9,999

      Impairment of Goodwill

 

                            -   

 

                          -   

 

                          -   

 

                     -   

      Total adjusted operating expenses

 

                              5,895

 

                              9,025

 

                            21,014

 

                            33,625

Income from operations

 

                              8,421

 

                              7,280

 

                            44,387

 

                            60,562

 

 

 

 

 

 

 

 

 

Adjusted income from operations

 

                            10,572

 

                            17,460

 

                            52,495

 

                            79,073

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

      Interest income

 

                              1,206

 

                              1,219

 

                              5,644

 

                              4,315

      Interest expense

 

                             -                             

 

                               (247)

 

                               (305)

 

                               (777)

      Other (expenses) income, net

 

                                 123

 

                                 377

 

                               (169)

 

                                 690

 

 

 

 

 

 

 

 

 

      Total other income

 

                              1,329

 

                              1,349

 

                              5,170

 

                              4,228

 

 

 

 

 

 

 

 

 

Other income adjustments:

 

 

 

 

 

 

 

 

      Changes in fair value of purchase consideration liability

 

                             -   

 

                                 107

 

                          -   

 

                                 107

 

 

 

 

 

 

 

 

 

Adjusted other income (expenses):

 

 

 

 

 

 

 

 

      Interest income

 

                              1,206

 

                              1,219

 

                              5,644

 

                              4,315

      Interest expense

 

                             -  

 

                               (140)

 

                               (305)

 

                               (670)

      Other (expenses) income, net

 

                                 123

 

                                 377

 

                               (169)

 

                                 690

      Total adjusted other income

 

                              1,329

 

                              1,456

 

                              5,170

 

                              4,335

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

                              9,750

 

                              8,629

 

                            49,557

 

                            64,790

 

 

 

 

 

 

 

 

 

Adjusted income before income tax expense

 

                            11,901

 

                            18,916

 

                            57,665

 

                            83,408

 

 

 

 

 

 

 

 

 

      Income tax expense

 

                               (918)

 

                            (2,638)

 

                            (6,085)

 

                            (5,699)

 

 

 

 

 

 

 

 

 

Net income

 

                              8,832

 

                              5,991

 

                            43,472

 

                            59,091

 

 

 

 

 

 

 

 

 

Adjusted net income

 

                            10,983

 

                            16,278

 

                            51,580

 

                            77,709

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

      Basic ordinary share

 

 $             0.17

 

 $               0.11

 

 $             0.86

 

 $              1.11

      Diluted

 

 $             0.17

 

 $               0.10

 

 $             0.83

 

 $              1.07

 

 

 

 

 

 

 

 

 

Adjusted net income per share:

 

 

 

 

 

 

 

 

      Basic ordinary share

 

$             0.22

 

$                0.29

 

$             1.02

 

$              1.46

      Diluted

 

$             0.21

 

$                0.28

 

$             0.98

 

$              1.41

 

 

 

 

 

 

 

 

 

Shares used in computation of net income and adjusted net income per share:

 

 

 

 

 

 

 

 

      Basic ordinary share

 

                     50,777,180

 

                     56,207,916

 

                     50,545,151

 

                     53,102,841

      Diluted

 

                     52,488,337

 

                     58,201,217

 

                     52,368,317

 

                     55,174,468

           










UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

Three Months Ended

 

Year Ended

                                                                                                                  

 

March 31,2009

 

March 31,2010

 

March 31,2009

 

March 31,2010

 

 

(In U.S. dollar thousands)

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$       8,832

 

$        5,991

 

$        43,472

 

$       59,091

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Share-based compensation

 

                         1,443

 

                         2,482

 

                         5,648

 

                         7,681

Depreciation of fixed assets

 

                            699

 

                            915

 

                         2,808

 

                         3,193

Amortization of intangible assets

 

                            724

 

                         1,703

 

                         2,513

 

                         4,624

Provision for doubtful accounts

 

                              33

 

                            335

 

                            134

 

                            627

Impairment of intangible assets

 

                              -   

 

                         2,494

 

                              -   

 

                         2,494

Impairment of Goodwill

 

                              -   

 

                         1,982

 

                              -   

 

                         1,982

Accrued interest expense

 

                              -   

 

                            107

 

                              -   

 

                            306

Change in fair value of contingent consideration

 

                              -   

 

                            447

 

                              -   

 

                            447

Loss on disposal of fixed assets

 

                              61

 

                              54

 

                            268

 

                              85

Deferred income taxes

 

                          (389)

 

                            525

 

                       (1,354)

 

                              58

Changes in assets and liabilities, net of effects of acquisitions:

 

 

 

 

 

 

 

 

Accounts receivable

 

                         3,751

 

                       22,501

 

                       (6,930)

 

                     (35,080)

Inventories

 

                       (1,505)

 

                          (515)

 

                       (2,026)

 

                       (1,314)

Other current assets

 

                         1,283

 

                         1,613

 

                            165

 

                       (6,012)

Amounts due from related parties

 

                          (682)

 

                          (347)

 

                          (682)

 

                          (344)

Prepaid land use right

 

                              28

 

                              28

 

                       (5,165)

 

                            110

Other non-current assets

 

                          (180)

 

                              51

 

                          (755)

 

                            324

Other non-current liabilities

 

                            (65)

 

                            109

 

                          (253)

 

                            213

Accounts payable

 

                          (398)

 

                       (6,805)

 

                       (1,473)

 

                       10,312

Deferred revenue

 

                       (5,994)

 

                     (11,521)

 

                         6,049

 

                         9,693

Amounts due to related parties

 

                              17

 

                              46

 

                              17

 

                            139

Accrued and other current liabilities

 

                              72

 

                       (9,038)

 

                          (582)

 

                         4,298

Net cash provided by operating activities

 

7,730

 

13,157

 

41,854

 

62,927

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Change in restricted cash

 

                            710

 

                       (5,159)

 

                         6,270

 

                       (8,441)

Proceeds from sale of  fixed assets

 

                              -   

 

                              -   

 

                            225

 

  -   

Purchase of fixed assets

 

                       (2,370)

 

                       (1,073)

 

                     (10,136)

 

                     (12,970)

Purchase of intangible assets

 

                            (46)

 

                              (1)

 

                            (49)

 

                          (503)

Acquisitions, net of cash acquired

 

                       (5,577)

 

                     (34,972)

 

                     (10,885)

 

                     (69,873)

Deposit made on acquisition

 

                              -   

 

                       (3,027)

 

                              -   

 

                       (3,027)

Net cash used in investing activities

 

(7,283)

 

(44,232)

 

(14,575)

 

(94,814)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from short-term borrowings

 

                              -   

 

                              -   

 

                              -   

 

                       26,947

Repayment of short-term borrowings

 

                              -   

 

                     (26,950)

 

                              -   

 

                     (26,950)

Proceeds from sale of ordinary shares

 

                              -   

 

                              -   

 

                              -   

 

                     132,969

Payment of issue costs

 

                              -   

 

                            (23)

 

                              -   

 

                       (6,344)

Stock options exercised

 

                         1,580

 

                            220

 

                         2,783

 

                         3,815

Repayments of capital leases obligations

 

                          (116)

 

                            (64)

 

                          (837)

 

                          (416)

Repayment of acquisition related liabilities

 

                              -   

 

                              -   

 

                              -   

 

                       (4,845)

Amounts due to related parties

 

                              -   

 

                              -   

 

                            (54)

 

-   

Net cash provided by (used in) financing activities

 

                         1,464

 

                     (26,817)

 

                         1,892

 

                     125,176

Effect of exchange rates differences

 

                            (48)

 

                              82

 

                         4,598

 

                            305

Net increase (decrease) in cash and cash equivalents

 

                         1,863

 

                     (57,810)

 

                       33,769

 

                       93,594

Cash and cash equivalents, beginning of period

 

236,432

 

389,699

 

204,526

 

238,295

Cash and cash equivalents, end of period

 

$      238,295

 

$      331,889

 

$      238,295

 

$      331,889


Footnotes

1 Explanation of the Company's Adjusted (i.e. non-GAAP) financial measures and the related reconciliations to GAAP financial measures are included in the accompanying "Non-GAAP Disclosure" and the "Consolidated Adjusted Statements of Operations".