Fundtech 6-K Report of Foreign Private Issuer

Exhibit 99.1

News Announcement

Fundtech Contact:

Yoram Bibring

CFO - Fundtech Ltd.

Tel: 1-201-946-1100

yoram.bibring@fundtech.com

FUNDTECH REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2009

·   4th quarter revenue a record high of $32.8 million and year-over-year growth of 10%  

·   4th Quarter GAAP EPS 21Cents  / 4th Quarter Non GAAP EPS 21 Cents

JERSEY CITY, N.J. —February 17, 2010 - - Fundtech Ltd. (NASDAQ: FNDT), a market leader in global transaction banking solutions, today announced financial results for the fourth quarter and full year ended December 31, 2009.  Fundtech posted quarterly revenues of $32.8 million, a 10% increase year-over-year, compared to fourth quarter revenues of $29.8 million in 2008, and a 7% increase compared to third quarter 2009 revenues of $30.6 million.

On a GAAP (Generally Accepted Accounting Principles) basis, Fundtech reported net income of $3.4 million or $0.21 per diluted share, for the fourth quarter of 2009 compared with net loss of ($2.2) million, or ($0.14) per diluted share, in the fourth quarter of 2008, and net income of $1.6 million, or $0.10 per diluted share, in the third quarter of 2009.

Excluding stock-based compensation, amortization of intangibles, and deferred taxes Fundtech’s adjusted net income for the fourth quarter of 2009 was $3.3 million, or $0.21 per diluted share, compared with $0.9 million, or $0.06 per diluted share, in the fourth quarter of 2008 and $2.8 million, or $0.18 per diluted share, in the third quarter of 2009. In the fourth quarter of 2008 adjusted net income also excluded impairment of goodwill and other intangible assets, and impairment of marketable securities (See Schedule A attached to this news release -- Reconciliation to GAAP).

For the year ended December 31, 2009, revenues decreased 3% to $117.8 million from $121.0 million in 2008.  GAAP net income in 2009 was $4.7 million, or $0.30 per diluted share, compared with net income of $1.2 million or $0.08 per diluted share, in 2008. Excluding stock-based compensation, amortization of intangibles, and deferred taxes Fundtech’s non- GAAP adjusted net income for 2009 was $8.3 million, or $0.53 per diluted share, compared to $8.9 million, or $0.54 per diluted share, in 2008. In 2008 adjusted net income also excluded impairment of goodwill and other intangible assets, and impairment of marketable securities (See Schedule A Attached to this Press Release -- Reconciliation to GAAP).

Commenting on the results, Fundtech Chairman of the Board, Avi Fischer said:  "In one of the worst business environments, the company performed very well. Our record revenues in the fourth-quarter demonstrate that Fundtech’s business is solid and I believe it is an important indicator towards a promising 2010."

Fundtech CEO Reuven BenMenachem said:  "I believe that we are emerging from the global financial crisis stronger than ever, and that we will resume posting double-digit organic growth in 2010. Our main growth engine continues to be Global PAYplus®, which is gaining momentum around the world due to the introduction of our SOA (Services Oriented Architecture) technology, and the increased interest by banks to invest in their global payments infrastructure. While we continue to see weakness in the US small-bank market, our product lines across the globe are well poised for a year of solid growth in 2010.”

Other Highlights:

·   During the fourth quarter excluding Accountis Fundtech closed 153- new deals and added 9 new bank customers.  

·   During the fourth quarter Fundtech closed 12 new system sales with banks including 5 US Payments, 1 Global PAYplus with a US Regional bank, and 6 at BBP.  

·   As previously announced, during the fourth quarter Fundtech closed a major extension of a Global PAYplus system implementation with a large European bank customer.  

·   During the fourth quarter Fundtech recorded a positive adjustment of $1.3 million relating to deferred taxes associated with its tax loss carry forwards.  

·   For the year 2009 operating cash flows were $17.3 million compared to $13.8 million in 2008.  

·   During 2009 Fundtech acquired 883,000 ordinary shares in consideration for $8.5 million as part of its share repurchase program.

Reconciliation of GAAP Results to Non-GAAP Results

Fundtech provides non-GAAP operating results as a supplement to its GAAP financial results. The presentation of this information should not be considered in isolation to, or as a substitute for the financial results presented in accordance with GAAP. Management believes that non-GAAP financial measures are useful to investors because they allow for an evaluation of Fundtech with a focus on the performance of its core operations.

Fundtech’s executive management team uses these same non-GAAP measures internally to assess the ongoing performance of the company. Since this information is not a GAAP measurement of financial performance, there are material limitations to its usefulness on a stand-alone basis, including the lack of comparability of this presentation to the GAAP financial results of other companies.

Fundtech’s non-GAAP results exclude stock-based compensation, amortization of intangibles, impairment of goodwill and other intangible assets, impairment of marketable securities, and deferred taxes.

A detailed reconciliation of GAAP net income to non-GAAP net income is included in the attached Schedule A.

Guidance

The financial guidance provided is current as of today only and Fundtech undertakes no obligation to update its estimates.

For the year 2010 Fundtech is keeping its guidance unchanged as follows:

·   Fundtech estimates that revenues for 2010 will be between $132 million and $135 million;  that GAAP earnings per diluted share will be between $0.32 and $ 0.42 and that; non-GAAP earnings per diluted share, before all amortization expenses and stock-based compensation expenses, will be between $0.63 and $0.73.  

·   Fundtech estimates that financial income for 2010 will be approximately $200,000 and that tax expenses, excluding deferred taxes will be approximately $1.5 million.  

·   Fundtech estimates that amortization expenses for 2010 will be approximately $2 million and that stock-based compensation expenses will be approximately $3.0 million.  

·   Fundtech estimates that the number of shares that will be used for the calculation of 2010 earnings per share will be approximately 16.2 million shares.  

For the First quarter of 2010 Fundtech is providing the following guidance:

·   Fundtech estimates that first quarter revenues will be between $32.2 million and $32.9 million; that GAAP earnings per diluted share will be between $0.03 and $0.07; and that non-GAAP earnings per diluted share, before all amortization expenses and stock-based compensation expenses, will be between $0.10 and $0.14.  

·   Fundtech estimates that financial income for the quarter will be approximately $50,000 and that tax expenses, excluding deferred taxes will be approximately $300,000.  

·   Fundtech estimates that quarterly amortization expenses for the first quarter of 2010 will be approximately $500,000 and that stock-based compensation expenses will be approximately $700,000.  

·   Fundtech estimates that the number of shares used for the calculation of quarterly earnings per share will be 16.1 million shares.

Fundtech’s guidance does not include the impact of deferred taxes and also does not include the impact of any future impairment of intangible assets, as these assets are periodically being evaluated by Fundtech’s management under evolving accounting standards which are incapable of assessment in advance.

Fundtech to Host Conference Call

The senior management of Fundtech will host a conference call at 8:30 AM (ET) tomorrow, Wednesday, February 17, to discuss Fundtech’s fourth-quarter and full year results, 2010 financial guidance, and to answer questions from the investment community.

To participate, please call (888)-500-6974 or 719-325-2289 and ask for the Fundtech call.

A replay of the conference call will be available from 11:30 AM (ET) February 17, until 11:59 PM (ET) February 25. The replay may be accessed by dialing (888) 203-1112 or 719-457-0820, pass code 4566522.

This call will also be web cast live on: http://www.fundtech.com. An online replay will be available until March 10.

About Fundtech

Fundtech (NASDAQ: FNDT), was founded in 1993, and is a leading provider of software and services to banks of all sizes around the world. Payments systems include wire transfers, ACH origination, cross-border payments and remittance. Cash management systems are designed for large corporate through small business clients. Fundtech operates the world’s largest SWIFT service bureau. We offer an extensive line of financial supply chain applications including electronic invoice presentment and supply chain financing. And we are the leading provider of CLS systems to the world’s largest banks. More than 1,000 clients throughout the world rely on Fundtech solutions to improve operational efficiency and provide greater competitiveness through innovative business-to-business services. For more information, visit www.fundtech.com.

Forward Looking Statements:

This news release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, projections of revenues, income or loss, capital expenditures, plans for growth and future operations, competition and regulation. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted or quantified. When used in this Release, the words, "estimates," "expects," "anticipates," "believes," "plans," "intends," and variations of such words and similar expressions are intended to identify forward-looking statements that involve risks and uncertainties. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. The factors that could cause actual results to differ materially from those discussed or identified from time to time in Fundtech's public filings, including its Annual Report on Form 20-F for the year ended December 31, 2008, including general economic and market conditions, changes in regulations and taxes and changes in competition in pricing environment. Undo reliance should not be placed on these forward-looking statements, which are applicable only as of the date hereof. Fundtech undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this Release or to reflect the occurrence of unanticipated events.

###

FUNDTECH LTD. AND ITS SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In Thousands)
	December 31,			December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	20,903		$	29,642
Short term deposits		--			1,415
Marketable securities		21,248			9,563
Trade receivables, net		23,445			28,264
Deferred taxes		2,334			1,244
Other accounts receivable, prepaid expenses		6,527			5,055
Total current assets		74,457			75,183
Marketable securities		774			2,204
Severance pay fund		1,508			1,394
Long term deposits		1,769			1,003
Prepaid expenses		2,574			2,797
Property and equipment, net		13,305			15,898
Goodwill, net		40,228			34,520
Other assets, net		5,737			5,995
Total assets	$	140,352		$	138,994
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade payables	$	2,035		$	2,908
Deferred revenues		9,141			9,910
Employee and payroll accruals		7,853			6,807
Other accounts payable and accrued expenses		6,287			7,228
Total current liabilities		25,316			26,853
Accrued severance pay and pension obligation		2,958			2,746
Deferred taxes		1,119			970
Other long term liabilities		2,777			2,278
Total liabilities		32,170			32,847
Shareholders' equity:
Share capital		49			49
Additional paid-in capital		159,558			155,976
Accumulated other comprehensive income (loss)		1,828			(500	)
Accumulated deficit		(40,797	)		(45,470	)
Treasury stock, at cost		(12,456	)		(3,908	)
Total shareholders' equity		108,182			106,147
Total liabilities and shareholders' equity	$	140,352		$	138,994

FUNDTECH LTD. AND ITS SUBSIDIARIES
Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Data)
	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
Revenues:
Software license	$	4,253		$	3,555		$	11,558		$	16,488
Software hosting		6,181			5,169			24,088			19,889
Maintenance		10,185			9,590			39,531			34,506
Services		12,227			11,500			42,580			50,154
Total revenues		32,846			29,814			117,757			121,037
Operating expenses:
Software licenses costs		78			--			748			291
Amortization of other intangible assets		496			592			2,028			2,167
Impairment of goodwill and related intangible assets		--			2,018			--			2,018
Maintenance, hosting and services costs [1]		14,861			12,786			53,286			53,730
Software development [1]		5,306			5,520			20,422			21,849
Selling and marketing [1]		4,621			5,881			17,567			20,883
General and administrative [1]		5,042			4,621			19,662			17,115
Total operating expenses		30,404			31,418			113,713			118,053
Operating income (loss)		2,442			(1,604	)		4,044			2,984
Impairment on Marketable securities		--			(92	)		--			(692	)
Financial income (expenses), net		(79	)		(506	)		232			48
Income taxes		1,045			(19	)		397			(1,100	)
											-
Net income (loss)	$	3,408		$	(2,221	)	$	4,673		$	1,240
Net income per share:
Net income (loss) used in computing income per share	$	3,408		$	(2,221	)	$	4,673		$	1,240
Basic income (loss) per share	$	0.22		$	(0.14	)	$	0.31		$	0.08
Diluted income (loss) per share	$	0.21		$	(0.14	)	$	0.30		$	0.08
Shares used in computing:
Basic income per share		15,242,436			15,890,060			15,145,625			15,769,588
Diluted income per share		16,005,115			16,252,964			15,617,110			16,433,763
Adjusted non-GAAP[2] net income per share:
Adjusted non-GAAP[2] net income used in computing income per share	$	3,286		$	833		$	8,328		$	8,931
Adjusted non-GAAP[2] net income per share	$	0.21		$	0.05		$	0.53		$	0.54
Shares used in computing adjusted non-GAAP[2] net income per share		16,005,115			16,252,964			15,617,110			16,433,763
Reconciliation of net income to adjusted non-GAAP[2] net income:
Net income (loss)	$	3,408		$	(2,221	)	$	4,673		$	1,240
Amortization of other intangible assets		496			592			2,028			2,167
Impairment of goodwill and related intangible assets		--			2,018						2,018
Impairment on Marketable securities		--			--			--			600
Deferred taxes		(1,271	)		(302	)		(1,200	)		(101	)
Stock-based compensation		653			746			2,827			3,007
Adjusted non-GAAP[2] net income	$	3,286		$	833		$	8,328		$	8,931
[1] Includes charges for stock-based compensation in 2009 and 2008
[2] See Reconciliation to GAAP

FUNDTECH LTD. AND ITS SUBSIDIARIES
Consolidated Statement of Cash Flows
(In Thousands)
	Twelve Months Ended						Three Months Ended
	December 31,						December 31,
	2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,673		$	1,240		$	3,408
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		8,436			8,103			2,047
Impairment of goodwill and related intangible assets		--			2,018			--
Stock-based compensation		2,827			3,007			653
Decrease (Increase) in accrued interest on marketable securities		63			122			(154	)
Deferred income taxes		(1,200	)		(101	)		(1,271	)
Impairment on Marketable securities		--			692			--
Changes in assets and liabilities
Decrease (Increase)  in trade receivables		5,251			(6,272	)		4,015
Decrease (Increase) in prepaid expenses, other accounts receivable		(981	)		(2,019	)		59
Increase (Decrease) in trade payables		(884	)		1,334			386
Increase (Decrease) in deferred revenues		(1,758	)		4,748			(5,355	)
Increase in employee and payroll accruals		912			346			435
Increase (Decrease) in other accounts payable and accrued expenses		(264	)		673			48
Decrease in accrued restructuring expenses		--			(62	)		--
Increase (Decrease) in accrued severance pay and pension obligation		231			19			95
Net cash provided by operations		17,306			13,848			4,366
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in held-to-maturity marketable securities		(26,610	)		(5,362	)		(20,114	)
Realization of held-to-maturity marketable securities		16,292			14,252			4,059
Realization of short term deposits		1,538			316			1,113
Purchase of property and equipment		(3,612	)		(6,570	)		(617	)
Net change in long term lease deposits and long term prepaid expenses		(749	)		(277	)		(640	)
Investments in subsidiaries		(5,779	)		(17,197	)		--
Net cash used in investing activities		(18,920	)		(14,838	)		(16,199	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of share capital,
exercise of stock options and warrants, net		754			1,424			647
Decrease in Long Term Liabilities		(36	)		(42	)		(10	)
Investment in treasury stock, at cost		(8,548	)		(650	)		(3,423	)
Net cash provided by (used in) financing activities		(7,830	)		732			(2,786	)
Effect of exchange rate on cash and cash equivalents		705			(1,712	)		9
Decrease in cash and cash equivalents		(8,739	)		(1,970	)		(14,610	)
Cash and cash equivalents at the beginning of the period		29,642			31,612			35,513
Cash and cash equivalents at the end of the period	$	20,903		$	29,642		$	20,903
Appendix A
Investment in Subsidiaries
Working Capital	$	(167	)	$	(1,130	)	$	--
Property and equipment		--			1,074			--
Other Assets		1,804			6,365			--
Long term liabilities		--			(189	)		--
Goodwill		4,142			11,077			--
	$	5,779		$	17,197		$	--

Schedule A to Press Release
Reconciliation to GAAP
(In Thousands, Except Share and Per Share Data)
The following information sets forth Fundtech calculation of adjusted non-GAAP
net income as contained in the Company's press release:
	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
Reconciliation of net income to adjusted non-GAAP net income:
Net income (loss)	$	3,408	[1]	$	(2,221	)[1]	$	4,673	[1]	$	1,240	[1]
Amortization of other intangible assets		496			592			2,028			2,167
Impairment of goodwill and related intangible assets		--			2,018			--			2,018
Impairment on Marketable securities		--			--			--			600
Deferred taxes		(1,271	)		(302	)		(1,200	)		(101	)
Stock-based compensation charged as follows:
Maintenance, hosting and services costs		94			134			487			575
Software development		40			59			187			261
Selling and marketing		160			167			734			643
General and administrative		359			386			1,419			1,528
Adjusted non-GAAP net income	$	3,286		$	833		$	8,328		$	8,931
Adjusted non-GAAP net income per share	$	0.21		$	0.05		$	0.53		$	0.54
Shares used in computing
adjusted non-GAAP net income per share		16,005,115			16,252,964			15,617,110			16,433,763
[1] Net income (loss) per share (diluted) was approximately $0.21, $(0.14) for the three months ended December 31, 2009
and 2008, respectively. Net income per share (diluted) was approximately $0.30, $0.08 for the twelve months ended
December 31, 2009 and 2008, respectively.