EX-99.1 2 a07-4011_1ex99d1.htm EX-99.1

 

Exhibit 99.1

 

News Release

 

 

Contact:

 

Larry Vale

 

Keane Investor Relations

 

617-517-1290

 

 

 

Danielle Wuschke

 

Keane Public Relations

 

617-517-1445

 

Keane Reports Financial Results for Fourth Quarter and Fiscal Year 2006

BOSTON, February 14, 2007 – Keane, Inc. (NYSE: KEA), a leading business process and information technology (IT) services firm, today announced its results for the Fourth Quarter and Fiscal Year ended December 31, 2006.  As previously announced on February 7, 2007, Keane and Caritor, Inc., a global provider of IT services, entered into a definitive agreement for Caritor to acquire Keane for an all-cash purchase price of approximately $854 million.

Keane’s revenues for the Fourth Quarter of 2006 were $230.1 million, consistent with the Company’s previous guidance and a decrease of 6.6 percent from revenues of $246.3 million in the Fourth Quarter of 2005.  Net income for the Fourth Quarter of 2006 was $11.3 million, an increase of 10.8 percent compared to net income of $10.2 million in the Fourth Quarter of 2005.  Diluted earnings per share (EPS) for the Fourth Quarter of 2006 was $.18, above previous guidance, compared to EPS of $.16 for the same period last year.  Net income and EPS for the Fourth Quarter of 2006 included a $1.4 million or $.02 non-recurring net tax benefitcompared to the Fourth Quarter of 2005, which included a $0.7 million or $.01 non-recurring net tax benefit.

Keane’s management believes that cash performance is the primary driver of long-term per share value.  As such, we view diluted cash earnings per share (CEPS1) as an important indicator of performance that helps investors gain a meaningful understanding of our core operating results and future prospects, consistent with the manner in which management measures and forecasts the Company’s performance.  CEPS was $.24 in the Fourth Quarter of 2006, above previous guidance, and an increase of 20 percent compared to CEPS of $.20 for the same period last year.  CEPS was $.77 in 2006, an increase of 15 percent compared to CEPS of $.67 in 2005.


1                      CEPS excludes amortization of intangible assets, stock-based compensation, and restructuring charges, net.  CEPS is not a measurement in accordance with Generally Accepted Accounting Principles (GAAP) and is not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP.  See reconciliation of EPS to CEPS in the accompanying financial data schedules.




Keane Reports Fourth Quarter 2006/Earnings/2

Total revenues for 2006 were $948.3 million, a decrease of 0.8 percent compared to revenues of $955.9 million in 2005.  Net income for 2006 was $34.5 million, an increase of 3.3 percent compared to net income of $33.4 million in 2005.  EPS for 2006 was $.55 compared to EPS of $.52 in 2005.  Net income and EPS for the Fiscal Year 2006 included a $1.7 million or $.03 non-recurring net tax benefit compared to the Fiscal Year 2005, which included a $3.5 million or $.06 non-recurring net tax benefit.

“During the quarter, we continued to make progress with our transformation while generating strong profitability and cash flow,” said John Leahy, executive vice president and chief financial officer.  “Keane’s Q4 CEPS grew 20 percent over last year and our cash from operations totaled $34 million in the quarter,” continued Leahy.

2006 Highlights

·                  Client Engagements:  Keane secured new engagements with both new and existing clients, across multiple industries, including:Pension Benefit Guaranty Corporation, CSX, Department of Homeland Security, US Securities and Exchange Commission, CareFirst, Whirlpool, Jardine Lloyd Thompson (JLT), TIAA-CREF, and the Department of Justice.

·                  Transformation Highlights:  Keane continued its internal transformation initiative throughout 2006.  The goal of the transformation has been to enable the Company to improve its operational effectiveness and accelerate growth and profitability.

·                  Keane successfully implemented a new operating model that integrates our regional client-facing organization with Global Practices.

·                  The Company has operationalized its three global enabling organizations to support its sales and delivery competencies: Global Resource Management (GRM), Global Resource Connect (GRC), and Global Sales Enablement (GSE).

·                  Keane has developed Global Communities of Practice (CoPs) designed to enable employees to share virtually best practices, propagate knowledge, and develop innovative solutions.  CoPs can include employee members from any location, practice group, or function and help to foster the relationships that enable the organization to operate efficiently.

·                  TTA Engagement Update:  Since winning the $367 million contract with the State Government of Victoria, Australia’s Transport Ticketing Authority (TTA) in July 2005, Keane Australia Micropayment Consortium (Kamco) continues to make progress toward delivery of the new ticketing solution.  During 2006, we received milestone payments of approximately $17.0 million ($21.6 million AUD) from the TTA for performance to date under the terms of the contract.

·                  India Investment:  Keane increased its headcount in India by approximately 25 percent or nearly 675 professionals in 2006.  Keane now employs approximately 3,300 total professionals in India.

·                  New and Improved Web Site:  In December 2006, Keane rolled out a series of enhancements to its Web site, www.keane.com.  The new site makes it easier than ever for clients and prospective




Keane Reports Fourth Quarter 2006/Earnings/3

clients to qualify Keane as a global solutions provider.  The site includes expanded information on Keane’s services, vertical expertise, and global delivery capabilities.

“Our employees’ ability to consistently deliver value to clients throughout the history of the company is the foundation on which Keane has built its strong reputation in the marketplace,” said Kirk Arnold, vice chair and president and chief executive officer of Keane.  “I want to thank all of our employees for their hard work and commitment to serving clients.  Our management team is proud of the work they have done to retain this focus.”

Business Outlook

Keane estimates revenues for the First Quarter of 2007 to be in the range of $225 million to $230 million, EPS to be in the range of $.08 to $.10, and CEPS to be in the range of $.13 to $.15.

Conference Call

Keane will host a conference call today at 8:30 a.m. eastern time to discuss these results.  Interested parties may access the call via the investors section of at www.keane.com or may dial 800-438-7212 (706-643-93476 from outside North America) and ask for the Keane call referencing reservation number 7811427.  A replay of the call will be available beginning at approximately 10:30 a.m. today through 5:00 p.m. on February 23rd.  The replay may be accessed via the investors section of  www.keane.com or by dialing 800-642-1687 (706-645-9291 from outside North America) and referencing reservation number 7811427.

About Keane

In business since 1965, Keane, Inc. (NYSE: KEA) is a leading business process and IT services firm.  Keane delivers Application and Business Process Services to help clients transform their business and IT operations to achieve demonstrable, measurable, and sustainable business benefit.  As a trusted advisor and partner for its clients, Keane solves real business issues through the development and implementation of cost-effective, change-oriented, industry-specific solutions.

Specifically, Keane delivers highly synergistic application and business process services, including Application Development and Integration Services, Architecture Services, Application Outsourcing, Program Management, and Testing, as well as Business Transformation Services including Business Process Outsourcing.  Keane believes that business and IT improvements are best realized by streamlining and optimizing business and IT processes, implementing rigorous management disciplines, and fostering a culture of accountability through meaningful performance metrics.  Based in Boston,




Keane Reports Fourth Quarter 2006/Earnings/4

Mass., Keane delivers its services throughout the United States, Australia, Canada, India, and the United Kingdom.  For more information, visit www.keane.com.

Safe Harbor for Forward-Looking Statements:

Any statements in this press release about future expectations, plans and prospectus for Keane, including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates,” “intends,” “may,” “projects,” “will,” “would,” and similar expressions, are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995.  There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the timing of the closing, if at all, of the transactions contemplated by our agreement and plan of merger with Caritor, Inc., political and economic conditions in India, the loss of one or more major clients, unanticipated disruptions to Keane’s business, the execution and successful completion of contracts evidencing the new bookings referred to in this release, the successful completion of software development or management projects, the availability and utilization rate of professional staff, and other factors detailed under the caption “Risk Factors” in Keane’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. Keane disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.




Keane Reports Fourth Quarter 2006 Earnings/5

Keane, Inc.
Condensed Consolidated Statements of Income (Unaudited)

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

(In thousands except per
share amounts)

 

(In thousands except per
share amounts)

 

Revenues

 

$

230,138

 

$

246,270

 

$

948,306

 

$

955,855

 

Operating expenses

 

 

 

 

 

 

 

 

 

Salaries, wages, and other direct costs

 

162,897

 

170,279

 

674,019

 

669,949

 

Selling, general, and administrative expenses

 

49,753

 

54,304

 

205,660

 

219,275

 

Amortization of intangible assets

 

3,742

 

3,939

 

15,190

 

15,649

 

Restructuring charges, net

 

238

 

 

3,034

 

 

Operating income

 

13,508

 

17,748

 

50,403

 

50,982

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

1,986

 

1,297

 

5,873

 

4,651

 

Interest expense

 

(1,537

)

(1,399

)

(6,147

)

(5,624

)

Other income (expense), net

 

859

 

(157

)

835

 

(714

)

Minority interest

 

(12

)

(8

)

13

 

1,023

 

Income before income taxes

 

14,804

 

17,481

 

50,977

 

50,318

 

Provision for income taxes

 

3,482

 

7,259

 

16,463

 

16,892

 

Net income

 

$

11,322

 

$

10,222

 

$

34,514

 

$

33,426

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.20

 

$

0.18

 

$

0.59

 

$

0.55

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.18

 

$

0.16

 

$

0.55

 

$

0.52

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

57,700

 

58,266

 

58,264

 

60,540

 

Diluted weighted average common shares and common share equivalents outstanding

 

66,205

 

66,803

 

66,909

 

69,281

 

 

 

Reconciliation of GAAP Diluted EPS to CEPS (1) (2)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

Net Income

 

$

11,322

 

$

10,222

 

$

34,514

 

$

33,426

 

 

 

 

 

 

 

 

 

 

 

Add (Subtract):

 

 

 

 

 

 

 

 

 

Interest expense related to convertible debentures

 

970

 

970

 

3,881

 

3,881

 

Related tax effect

 

(396

)

(396

)

(1,585

)

(1,585

)

Net income for Diluted EPS

 

$

11,896

 

$

10,796

 

$

36,810

 

$

35,722

 

Amortization of intangible assets and stock-based compensation

 

4,731

 

4,089

 

18,593

 

16,222

 

Restructuring charges, net

 

238

 

 

3,034

 

 

Related tax effect

 

(1,169

)

(1,698

)

(6,984

)

(5,446

)

Adjusted net income for CEPS

 

$

15,696

 

$

13,187

 

$

51,453

 

$

46,498

 

Diluted CEPS

 

$

0.24

 

$

0.20

 

$

0.77

 

$

0.67

 


(1)             Keane’s management believes that cash performance is the primary driver of long-term per share value.  As such, Keane’s management views diluted cash earnings per share (CEPS) as an important indicator of performance that helps investors to gain a meaningful understanding of our core operating results and future prospects, consistent with the manner in which management measures and forecasts the Company’s performance.  CEPS excludes amortization of intangible assets, stock-based compensation, and restructuring charges, net. CEPS is not a measurement in accordance with Generally Accepted Accounting Principles (GAAP) and is not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP.

(2)             EPS and CEPS for the three months ended December 31, 2006 includes a $1.4 million non-recurring tax benefit resulting from the reduction of tax reserves associated with tax exam settlements and changes in estimates. EPS and CEPS for the three months ended December 31, 2005 includes a $0.7 million non-recurring tax benefit resulting from the reduction of tax reserves due to the expiration of certain statutes and a change in estimates.

                           EPS and CEPS for the twelve months ended December 31, 2006 includes a $1.7 million non-recurring tax benefit resulting from the reduction of tax reserves associated with tax exam settlements and changes in estimates. EPS and CEPS for the twelve months ended December 31, 2005 includes a $3.5 million non-recurring tax benefit resulting from the reduction of tax reserves due to the expiration of certain statutes and a change in estimates.




Keane Reports Fourth Quarter 2006 Earnings/6

Keane, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

 

 

As of December 31,

 

As of December 31,

 

 

 

2006

 

2005

 

 

 

(In thousands)

 

Assets

 

 

 

 

 

Current:

 

 

 

 

 

Cash and cash equivalents

 

$

107,145

 

$

71,570

 

Restricted cash

 

236

 

1,745

 

Marketable securities

 

85,050

 

95,796

 

Accounts receivable, net

 

169,312

 

160,547

 

Prepaid expenses and deferred taxes

 

27,633

 

16,954

 

Total current assets

 

389,376

 

346,612

 

 

 

 

 

 

 

Marketable securities, long-term

 

$

7,562

 

$

 

Property and equipment, net

 

73,103

 

77,583

 

Goodwill

 

325,136

 

314,536

 

Customer lists, net

 

29,067

 

41,050

 

Other intangible assets, net

 

2,992

 

6,173

 

Deferred contract costs related to the TTA agreement

 

37,004

 

8,550

 

Other assets, net

 

13,925

 

13,318

 

Total assets

 

$

878,165

 

$

807,822

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current:

 

 

 

 

 

Short-term debt

 

$

1

 

$

7

 

Accounts payable

 

10,250

 

11,489

 

Accrued restructuring

 

1,498

 

2,781

 

Deferred revenue

 

15,154

 

6,932

 

Accrued compensation

 

41,984

 

44,835

 

Accrued expenses and other current liabilities

 

45,556

 

47,057

 

Total current liabilities

 

114,443

 

113,101

 

 

 

 

 

 

 

Long-term debt

 

$

150,000

 

$

150,001

 

Accrued long-term building costs

 

38,416

 

39,004

 

Other long-term liabilities

 

17,885

 

16,493

 

Accrued long-term restructuring

 

2,500

 

2,823

 

Deferred long term revenue

 

26,957

 

11,155

 

Deferred income taxes

 

37,135

 

30,864

 

Total liabilities

 

387,336

 

363,441

 

 

 

 

 

 

 

Minority interest

 

3,756

 

3,769

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Stockholders’ equity

 

487,073

 

440,612

 

Total liabilities and stockholders’ equity

 

$

878,165

 

$

807,822

 

 




 

Keane Reports Fourth Quarter 2006 Earnings/7

Keane, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

 

Twelve Months Ended December 31,

 

 

 

2006

 

2005

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

34,514

 

$

33,426

 

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

 

 

 

 

 

Depreciation and amortization

 

30,764

 

28,894

 

Changes in operating assets and liabilities, net of acquisitions and other, net

 

(25,468

)

(16,844

)

Net cash provided by operating activities

 

39,810

 

45,476

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Sales and maturities of investments, net of purchases

 

3,304

 

33,882

 

Purchase of property and equipment

 

(10,684

)

(16,331

)

Payments for current year and prior year acquisitions, net of cash acquired

 

(3,333

)

(7,583

)

Other, net

 

2,014

 

858

 

Net cash (used for) provided by investing activities

 

(8,699

)

10,826

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Debt issuance costs

 

 

(1,346

)

Repurchase of common stock

 

(9,290

)

(54,932

)

Other, net

 

12,909

 

4,781

 

Net cash provided by (used for) financing activities

 

3,619

 

(51,497

)

Effect of exchange rate changes on cash

 

845

 

(723

)

Net increase in cash and cash equivalents

 

35,575

 

4,082

 

Cash and cash equivalents at beginning of period

 

$

71,570

 

$

67,488

 

Cash and cash equivalents at end of period

 

$

107,145

 

$

71,570

 

 




Keane Reports Fourth Quarter 2006 Earnings/8

 

Keane, Inc.

 

Selected Financial Data (Unaudited)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

 

 

 

 

Increase/(Decrease)

 

 

 

 

 

Increase/(Decrease)

 

 

 

2006

 

2005

 

$

 

%

 

2006

 

2005

 

$

 

%

 

 

 

(Dollars in thousands)

 

 

 

(Dollars in thousands)

 

Reconciliation of GAAP Net Income to EBITDA (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

11,322

 

$

10,222

 

$

1,100

 

10.8%

 

$

34,514

 

$

33,426

 

$

1,088

 

3.3%

 

Add (Subtract):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Provision for income taxes

 

3,482

 

7,259

 

(3,777

)

-52.0%

 

16,463

 

16,892

 

(429

)

-2.5%

 

 Amortization of intangible assets

 

3,742

 

3,939

 

(197

)

-5.0%

 

15,190

 

15,649

 

(459

)

-2.9%

 

 Stock-based compensation, allocated as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and other direct costs

 

12

 

 

12

 

n/m

 

53

 

 

53

 

n/m

 

Selling, general and administrative expenses

 

977

 

150

 

827

 

n/m

 

3,350

 

573

 

2,777

 

n/m

 

 Restructuring charges, net

 

238

 

 

238

 

n/m

 

3,034

 

 

3,034

 

n/m

 

 Depreciation

 

4,083

 

3,695

 

388

 

10.5%

 

15,574

 

13,245

 

2,329

 

17.6%

 

 Interest and dividend income

 

(1,986

)

(1,297

)

(689

)

53.1%

 

(5,873

)

(4,651

)

(1,222

)

26.3%

 

 Interest expense

 

1,537

 

1,399

 

138

 

9.9%

 

6,147

 

5,624

 

523

 

9.3%

 

EBITDA

 

$

23,407

 

$

25,367

 

$

(1,960

)

-7.7%

 

$

88,452

 

$

80,758

 

$

7,694

 

9.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service Line Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outsourcing

 

$

119,667

 

$

120,622

 

$

(955

)

-0.8%

 

$

482,108

 

$

475,650

 

$

6,458

 

1.4%

 

Development & Integration

 

39,393

 

45,547

 

(6,154

)

-13.5%

 

159,316

 

172,609

 

(13,293

)

-7.7%

 

Other Services

 

71,078

 

80,101

 

(9,023

)

-11.3%

 

306,882

 

307,596

 

(714

)

-0.2%

 

Total

 

$

230,138

 

$

246,270

 

$

(16,132

)

-6.6%

 

$

948,306

 

$

955,855

 

$

(7,549

)

-0.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service Line Bookings (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outsourcing

 

$

49,421

 

$

130,829

 

$

(81,408

)

-62.2%

 

$

295,795

 

$

720,651

 

$

(424,856

)

-59.0%

 

Development & Integration

 

41,713

 

29,270

 

12,443

 

42.5%

 

203,151

 

271,174

 

(68,023

)

-25.1%

 

Other Services

 

99,414

 

79,626

 

19,788

 

24.9%

 

389,492

 

375,595

 

13,897

 

3.7%

 

Total

 

$

190,548

 

$

239,725

 

$

(49,177

)

-20.5%

 

$

888,438

 

$

1,367,420

 

$

(478,982

)

-35.0%

 

Gross Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

230,138

 

$

246,270

 

$

(16,132

)

-6.6%

 

$

948,306

 

$

955,855

 

$

(7,549

)

-0.8%

 

Salaries, wages, and other direct costs

 

(162,897

)

(170,279

)

7,382

 

-4.3%

 

(674,019

)

(669,949

)

(4,070

)

0.6%

 

Gross Margin

 

$

67,241

 

$

75,991

 

$

(8,750

)

-11.5%

 

$

274,287

 

$

285,906

 

$

(11,619

)

-4.1%

 

Gross Margin%

 

29.2

%

30.9

%

 

 

 

 

28.9

%

29.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Days Sales Outstanding (DSO) (3)

 

69

 

58

 

11

 

19.0%

 

 

 

 

 

 

 

 

 

 


n/m: not meaningful

(1)          EBITDA represents earnings before net interest, income taxes, depreciation, amortization of intangible assets, stock-based compensation, and restructuring charges, net. EBITDA is a non-GAAP (Generally Accepted Accounting Principles) financial measure that Keane’s management believes is an important indicator of Keane’s liquidity.  Keane’s calculation of EBITDA may not be consistent with EBITDA measures of other companies. This non-GAAP measure should be used in addition to, but not as a substitute for, the analysis provided in the condensed consolidated statements of income.

(2)             Bookings represent the engagement value of contracts signed in the current reporting period.

(3)             DSO is calculated using trailing three months total revenues divided by the number of days in the period to determine daily revenues.  The average accounts receivable balance for the three-month period is then divided by daily revenues.




Keane Reports Fourth Quarter 2006 Earnings/9

 

Keane, Inc.

Realignment of Service Offering Categories for 2005 Quarterly Results (Unaudited)

 

 

 

Revised

 

Revised

 

Revised

 

Revised

 

Revised

 

 

 

Q1- 2005

 

Q2- 2005

 

Q3-2005

 

Q4-2005

 

YTD 2005

 

 

 

(in thousands)

 

Service Line Revenues (1)

 

 

 

 

 

 

 

 

 

 

 

Outsourcing

 

$

117,262

 

$

119,111

 

$

118,655

 

$

120,622

 

$

475,650

 

Development & Integration

 

41,226

 

42,784

 

43,052

 

45,547

 

172,609

 

Other Services

 

73,716

 

75,923

 

77,856

 

80,101

 

307,596

 

Total

 

$

232,204

 

$

237,818

 

$

239,563

 

$

246,270

 

$

955,855

 

 

 

 

 

 

 

 

 

 

 

 

 

Service Line Bookings (1) (2)

 

 

 

 

 

 

 

 

 

 

 

Outsourcing

 

$

116,612

 

$

130,825

 

$

342,385

 

$

130,829

 

$

720,651

 

Development & Integration

 

46,699

 

40,079

 

155,126

 

29,270

 

271,174

 

Other Services

 

104,808

 

88,264

 

102,897

 

79,626

 

375,595

 

Total

 

$

268,119

 

$

259,168

 

$

600,408

 

$

239,725

 

$

1,367,420

 

 


(1)             During the First Quarter of 2006, certain reclassifications were made to previously reported service line amounts. These  reclassifications conform the grouping of certain business offerings within service lines to the current presentation and do not impact the total amounts previously reported.

(2)             Bookings represent the engagement value of contracts signed in the current reporting period.