EXHIBIT 99.1
FOR IMMEDIATE RELEASE
dssi
CONTACT: [LOGO]
John A. Moore, CEO
DATA SYSTEMS & SOFTWARE INC.
(201) 529-2026
E-mail: jamoore@dssiinc.com
DATA SYSTEMS & SOFTWARE INC. ANNOUNCES
RESULTS FOR THE YEAR ENDED DECEMBER 31, 2005
--To Focus on Energy Intelligence Assets and Port Security
Operations Following Disposition of Hardware Sales Unit--
--Announces April 5 Conference Call with New CEO John Moore--
Mahwah, New Jersey - March 31, 2005 -- Data Systems & Software Inc. (OTCBB:
DSSI) today announced results for the year ended December 31, 2005.
The results as reported reflect the Company's sale in August 2005 of its
dsIT Technologies subsidiary and its associated outsourcing consulting business.
Under applicable accounting principles, the results of this business were
reclassified in the current periods and for all prior periods as discontinued
operations. The condensed results of these operations are presented in each of
the current and comparative periods as net income from discontinued operations.
The continuing operations and assets of the Company's software consulting and
development segment consist of dsIT's project development services and solutions
activities, including its port security business.
The results continue to reflect the Company's computer hardware sales
segment for the periods reported. As previously announced, these activities,
which were conducted through the Company's Databit subsidiary, were sold in
March 2006 and will be reflected as a discontinued operation in future periods.
Sales for the year 2005 increased marginally to $21.9 million from 2004
sales of $21.8 million. The increase was due to an increase in sales of the
software consulting and development segment, partially offset by a decrease in
sales of the computer hardware segment.
The decrease in gross profit to $4.4 million in 2005 as compared to $4.6
million in 2004, was entirely attributable to a decrease of $0.6 million in
gross profit in the computer hardware segment, which was partially offset by an
increase in gross profit in its software consulting and development segment of
$0.4 million. In the software consulting and development segment, the gross
profit margin increased to 29%, from 25% in 2004, whereas in the computer
hardware sales segment gross profit margin decreased to 18% from 20% in 2004.
The decrease in selling, general, marketing and administrative (SMG&A)
expenses to $6.5 million in 2005, as compared to $7.1 million in 2004, was
primarily due to lower corporate professional fees and compensation expense in
the computer hardware segment in 2005. The decrease in net finance expenses was
attributable to the continued reduction of dsIT's outstanding bank debt.
The decrease in income tax expense in 2005 was primarily due to a tax
benefit recorded from the sale of the Company's dsIT Technologies subsidiary,
partially offset by a one-time expense due to the reorganization of dsIT's
business, which resulted in the expensing of certain previously recognized
foreign income tax assets.
The Company's share of Comverge's net loss was $0.4 million in 2005, down
from $1.2 million in 2004. This reduction in the Company's share of the Comverge
loss is attributable to the Company ceasing to record equity losses in Comverge,
as its preferred stock investment has been reduced to zero.
The net loss from the Company's continuing operations was reduced to $2.2
in 2005 from $2.4 million in 2004.
In August 2005, the Company sold its Israeli outsourcing consulting
business for approximately $3.7 million, resulting in a gain of $0.5 million.
Net income from these operations, net of income taxes, have been restated for
2004. The decrease in net income from discontinued operations, net of tax, is
due to the fact that the 2005 period reflects the operations through the date of
the sale of the business in August 2005, as compared to 2004 which reflects an
entire year's results.
John A. Moore, Chairman, President and Chief Executive Officer of DSSI
commented: "My number one priority is to help the greater investment community
understand the potential of Comverge. Comverge, was incubated at dsIT and was
further developed following our acquisition of energy intelligence technology
and expertise through our purchase of the Lucent and Scientific Atlanta's energy
intelligence businesses in 1998 and 1999. Comverge, which is establishing itself
as the #1 energy Demand Response solutions provider, was named by Newsweek
Magazine as "One of the Top Ten Eco-Friendly Companies in North America" in the
November 21, 2005 issue." Mr. Moore continued, "With the recent heightened
sensitivity to port security, we are also looking at doing more to leverage off
dsIT's platform of expertise in naval and port security solutions."
The Company also announced that it will host a conference call with its
new President and CEO John A. Moore on Wednesday, April 5, 2006 at 2:00 p.m.
Eastern time. To participate, call (800) 967-7140 (U.S. toll-free number) or
(719) 457-2629 (international callers) and mention passcode: 9824009.
About DSSI
Data Systems & Software Inc. (OTCBB: DSSI) is a provider of software
consulting and development services, In addition, its Comverge Inc. equity
affiliate is a leading Demand Response company enabling utilities, industry and
consumers to better manage peak electricity usage. Additional information about
DSSI is available at www.dssiinc.com and at www.dsit.co.il.
About Comverge
Comverge, Inc., The Power in Power Technology(TM), is a leading Demand
Response company whose investors include Nth Power, EnerTech Capital, Data
Systems & Software Inc. (OTC Bulletin Board: DSSI), E.ON Venture Partners GmbH,
Ridgewood Capital, Easton Hunt Capital Partners, L.P., Norsk Hydro Technology
Ventures, Rockport Capital Partners, Partners for Growth and Shell Internet
Ventures, an affiliate of the Royal Dutch/Shell Group of Companies. Providing
software and system solutions to over 500 clients in the electric utility
industry, Comverge implements both integrated and outsourced solution based
models for remote meter reading, distributed generation monitoring, and
time-of-use billing and demand response, and direct or voluntary load control
initiatives. For additional information about Comverge visit www.comverge.com.
This press release includes forward-looking statements, which are subject to
risks and uncertainties. This press release includes forward-looking statements,
which are subject to risks and uncertainties. Actual results may vary from those
projected or implied by such forward-looking statements. The ability of the
Company to maintain profitable operations in its consolidated operating segments
is subject to risks and uncertainties related to conditions in the real-time and
IT solutions market and the market for Demand Response and other energy
intelligence solutions. The ability of Comverge to continue to grow and improve
its results is subject to risks associated with conditions in the market for
energy intelligence solutions, including competition and the pace and
consequences of deregulation. A more complete discussion of risks and
uncertainties which may affect the accuracy of these statements and the
Company's business generally is included in "Business--Factors Which May Affect
Future Results" in the Company's most recent Annual Report on Form 10-K as filed
by the Company with the Securities and Exchange Commission.
Tables Follow
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DATA SYSTEMS & SOFTWARE INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
As of December 31,
----------------------------
2004 2005
------------ ------------
(unaudited)
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents ......................................... $ 685 $ 913
Short-term bank deposits .......................................... 72 --
Restricted cash ................................................... 354 247
Restricted cash (due to a related party) .......................... -- 300
Accounts receivable, net .......................................... 6,069 4,096
Unbilled work-in-process .......................................... 533 348
Inventory ......................................................... 61 25
Other current assets .............................................. 540 709
------------ ------------
Total current assets ........................................... 8,314 6,638
------------ ------------
Property and equipment, net .......................................... 649 500
Other assets ......................................................... 737 334
Funds in respect of employee termination benefits .................... 2,836 1,441
Restricted cash - non-current (due to a related party) ............... -- 1,050
Goodwill ............................................................. 4,408 129
Other intangible assets, net ......................................... 81 81
------------ ------------
Total assets ................................................... $ 17,025 $ 10,173
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term bank credit ............................................ $ 729 $ 130
Current maturities of long-term debt .............................. 466 160
Trade accounts payable ............................................ 2,283 1,950
Accrued payroll, payroll taxes and social benefits ................ 1,735 740
Other current liabilities ......................................... 2,227 2,200
------------ ------------
Total current liabilities ...................................... 7,440 5,180
------------ ------------
Long-term liabilities:
Investment in Comverge, net ....................................... 1,444 1,824
Long-term debt .................................................... 201 75
Liability for employee termination benefits ....................... 4,279 2,264
Other liabilities ................................................. 65 10
------------ ------------
Total long-term liabilities .................................... 5,989 4,173
------------ ------------
Commitments and contingencies (Note 12)
Minority interests ................................................... 1,471 --
------------ ------------
Shareholders' equity:
Common stock - $0.01 par value per share:
Authorized - 20,000 shares; Issued -8,937 shares
at December 31, 2004 and 2005 .................................... 88 88
Additional paid-in capital ........................................ 39,733 40,011
Warrants .......................................................... 461 183
Deferred stock-based compensation ................................. (59) (36)
Accumulated deficit ............................................... (34,290) (35,608)
Treasury stock, at cost - 821 shares for December 31, 2004 and 2005 (3,791) (3,791)
Accumulated other comprehensive loss .............................. (17) (27)
------------ ------------
Total shareholders' equity ..................................... 2,125 820
------------ ------------
Total liabilities and shareholders' equity .................. $ 17,025 $ 10,173
============ ============
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DATA SYSTEMS & SOFTWARE INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share data)
Year ended December 31,
----------------------------
2004 2005
------------ ------------
(unaudited)
------------ ------------
Sales:
Products ........................................................... $ 18,034 $ 17,471
Projects ........................................................... 3,798 4,239
Other .............................................................. -- 154
------------ ------------
Total sales ..................................................... 21,832 21,864
------------ ------------
Cost of sales:
Products ........................................................... 14,609 14,397
Projects ........................................................... 2,606 2,929
Other .............................................................. -- 120
------------ ------------
Total cost of sales ............................................. 17,215 17,446
------------ ------------
Gross profit ....................................................... 4,617 4,418
Operating expenses:
Research and development expenses, net ............................. 30 53
Selling, marketing, general and administrative expenses ............ 7,137 6,543
------------ ------------
Total operating expenses ........................................ 7,167 6,596
------------ ------------
Operating loss ........................................................ (2,550) (2,178)
Interest income ....................................................... 31 29
Interest expense ...................................................... (118) (99)
Other income (expense), net ........................................... 240 6
------------ ------------
Loss before taxes on income ........................................ (2,397) (2,242)
Taxes on income ....................................................... 31 (38)
------------ ------------
Loss from operations of the Company and its consolidated
subsidiaries ........................................................ (2,428) (2,204)
Share in losses of Comverge ........................................... (1,242) (380)
Gain on sale of shares in Comverge .................................... 705 --
Minority interests .................................................... (90) (73)
------------ ------------
Net loss from continuing operations ................................ (3,055) (2,657)
Gain on sale of discontinued operations, net of tax ................... -- 541
Net income from discontinued operations, net of tax ................... 1,883 798
------------ ------------
Net loss .............................................................. $ (1,172) $ (1,318)
============ ============
Basic and diluted net income (loss) per share:
Loss per share from continuing operations .......................... $ (0.38) $ (0.32)
Discontinued operations ............................................ 0.23 0.16
------------ ------------
Net loss per share ................................................. $ (0.15) $ (0.16)
============ ============
Weighted average number of shares
outstanding - basic and diluted ..................................... 7,976 8,117
============ ============
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