Exhibit 99 NDS Group Plc Reports Fiscal 2006 Results; Continued Revenue and Operating Income Growth Through Increase in Subscribers, Middleware and DVR Deployments NEW YORK & LONDON--(BUSINESS WIRE)--Aug. 8, 2006--NDS Group plc (NASDAQ:NNDS) (Brussels:NNDS): Earnings Release for the Fiscal Year ended June 30, 2006 HIGHLIGHTS: -- Revenues for fiscal 2006 up 8% to $600 million -- Operating income for fiscal 2006 up 42% to $131 million -- 65.0 million active digital TV smart cards -- 41.6 million cumulative set-top boxes activated with NDS middleware -- 3.5 million cumulative DVR deployments NDS Group plc ("NDS" or the "Company") (NASDAQ / Euronext Brussels: NNDS), a supplier of open end-to-end digital technology and services to digital pay-television platform operators and content providers, announced today its results for the fiscal year ended June 30, 2006. Commenting on NDS's performance, Dr. Abe Peled, Chairman and Chief Executive Officer of NDS, said: "We have achieved another year of good growth as a result of delivering key new technologies; middleware, DVR, IPTV and leading interactive games and gaming applications. NDS is ready to meet the changing scene of content distribution with a strong portfolio of new products, and has also made good inroads into the developing markets in Asia and Eastern Europe." Alex Gersh, Chief Financial Officer commented: "Our impressive 42% operating income growth is a result of continued focus on high margin revenue and operational efficiencies." KEY FINANCIAL MEASURES Year ended June 30, ---------------- 2006 2005 ------- ------- Revenue (in thousands) $ 600,123 $ 556,330 Operating income (in thousands) $ 130,729 $ 92,191 Operating margin 21.8% 16.6% Net Income (in thousands) $ 100,950 $ 73,998 Diluted net income per share $ 1.74 $1.29 ------- ------- KEY NON-FINANCIAL MEASURES Year ended June 30, ---------------- 2006 2005 ------- ------- Smart card deliveries (in millions) Quantity delivered in period 24.4 30.8 ------- ------- Authorized cards (in millions) Net additions 8.3 12.7 At end of period 65.0 56.7 ------- ------- Middleware deployments (in millions) Set-top boxes deployed in period 21.2 2.0 Cumulative set-top boxes, end of period 41.6 20.4 ------- ------- DVR deployments (in millions) Set-top boxes in period 2.1 1.0 Cumulative set-top boxes, end of period 3.5 1.4 ------- ------- Employees Full-time equivalents, end of period 2,989 2,508 ------- ------- STRATEGIC DEVELOPMENTS -- Premiere, a pay TV operator in Germany and Austria, has chosen the NDS MediaHighway middleware solution to set-up an interactive platform paving the way into advanced digital TV services. -- Dutch satellite service provider CANALDIGITAAL has chosen NDS MediaHighway middleware for its new set top boxes in northern Belgium. -- SKY Italia launched the first ever interactive betting platform for the Italian market, using NDS interactive technologies, allowing SKY Italia customers the ability to place bets through two of Italy's leading bookmakers across a range of sports and betting combinations. FINANCIAL REVIEW Revenue for fiscal 2006 was $600.1 million, an increase of 8% compared to the previous fiscal year. Conditional access revenue increased; higher security fees resulting from growth in the number of authorized cards using NDS technologies were offset in part by lower deliveries of smart cards. Revenue from integration, development and support declined. Higher middleware development revenue in fiscal 2006 did not compensate for the prior year revenue from the migration of Sky Italia subscribers to NDS technology. License fees and royalties revenues continue to benefit from the Company's increased middleware shipments. The increase in revenue from new technologies was due to higher income from DVR technologies, the Company's Synamedia IPTV technologies, interactive infrastructure and gaming applications. Cost of goods and services sold increased by 11% in fiscal 2006 compared to fiscal 2005. Higher costs were due to a substantial increase in technical resources working on customer support and development projects undertaken under customer contracts. Gross margin as a percentage of revenues was 59.6% in fiscal 2006 compared to 60.6% in fiscal 2005. Total operating expenses declined by 8% in fiscal 2006 compared to fiscal 2005. This decrease was attributable to a higher proportion of technical resources being utilized on specific customer projects as opposed to internal research projects and development activities. Research and development costs in fiscal 2006 include a $5.3 million benefit related to grants from the French government. These benefits were offset in part by higher employee and property costs and higher charges for employee stock options. As a result of these factors, operating income was $130.7 million for fiscal 2006 compared to $92.2 million for fiscal 2005. Net income for fiscal 2006 was $101.0 million, or $1.80 per share ($1.74 per share on a diluted basis), compared to $74.0 million, or $1.35 per share ($1.29 per share on a diluted basis), for fiscal 2005. Cash provided by operating activities increased from $117.7 million in fiscal 2005 to $163.9 million in fiscal 2006. After allowing for $32.5 million in payments for capital items and business acquisitions, and $29.6 million received from the exercise of 1.55 million employee stock options, cash and short-term investments increased to $505.0 million as of June 30, 2006. About NDS NDS Group plc (NASDAQ/ Euronext Brussels: NNDS), a majority-owned subsidiary of News Corporation, secures and enables content anytime, anywhere on any device. See www.nds.com for more information about NDS. Cautionary Statement Concerning Forward-looking Statements This document contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from these expectations due to changes in global economic, business, competitive market and regulatory factors. More detailed information about these and other factors that could affect future results is contained in our filings with the Securities and Exchange Commission. The "forward-looking statements" included in this document are made only as of the date of this document and we do not undertake any obligation to update any "forward-looking statements" to reflect subsequent events or circumstances. CONFERENCE CALL Dr. Abe Peled, Chairman and Chief Executive Officer and Alex Gersh, Chief Financial Officer, will host a conference call to discuss this announcement and answer questions at 9:00 am New York time (2:00 pm UK time) on Tuesday, August 8, 2006. Dial-in US Dial-in: 1-866-832-0717 UK Dial-in: 0800 073 8967 International Dial-in: +44 1452 562 716 Replay (available for 7 days) U.S. Toll Free Replay: 1-866-247-4222 U.K. Toll Free Replay: 0845 245 5205 International Replay: +44 1452 550 000 Replay passcode: 2999255# An audio replay will also be available on the NDS website www.nds.com from August 9, 2006. NDS Group plc Consolidated Statements of Operations (in thousands, except per share amounts) For the three For the year months ended ended June 30, June 30, ------------------ ------------------ 2006 2005 2006 2005 ------- ------- ------- ------- Revenue: Conditional access $ 90,445 $ 95,659 $ 350,667 $ 339,414 Integration, development & support 10,816 9,956 46,903 52,636 License fees & royalties 18,185 18,286 88,686 71,443 New technologies 33,094 21,304 106,193 85,945 Other 1,681 1,629 7,674 6,892 ------- ------- ------- ------- Total revenue 154,221 146,834 600,123 556,330 ------- ------- ------- ------- Cost of goods and services sold: Smart card costs (16,697) (37,128) (83,021) (131,466) Operations (38,512) (19,894) (139,772) (72,254) Royalties (6,630) (2,625) (15,035) (13,198) Other (1,224) 623 (4,794) (2,020) ------- ------- ------- ------- Total cost of goods and services sold (63,063) (59,024) (242,622) (218,938) ------- ------- ------- ------- Gross margin 91,158 87,810 357,501 337,392 ------- ------- ------- ------- Operating expenses: Research & development (42,470) (47,003) (145,523) (166,504) Sales & marketing (8,946) (6,666) (30,713) (25,820) General & administration (13,311) (11,072) (42,456) (43,352) Amortization of other intangibles (2,415) (2,773) (9,453) (12,349) Other 1,246 (150) 1,373 2,824 ------- ------- ------- ------- Total operating expenses (65,896) (67,664) (226,772) (245,201) ------- ------- ------- ------- Operating income 25,262 20,146 130,729 92,191 ------- ------- ------- ------- Other income: Interest, net 4,995 2,619 15,446 9,719 Other - (605) - (559) ------- ------- ------- ------- Total other income 4,995 2,014 15,446 9,160 ------- ------- ------- ------- Income before income tax expense 30,257 22,160 146,175 101,351 Income tax expense (10,511) (253) (45,225) (27,353) ------- ------- ------- ------- Net income $ 19,746 $ 21,907 $ 100,950 $ 73,998 ======= ======= ======= ======= Net income per share: Basic net income per share $0.35 $0.40 $1.80 $1.35 Diluted net income per share $0.34 $0.38 $1.74 $1.29 ======= ======= ======= ======= NDS Group plc Consolidated Balance Sheets (in thousands) As of June 30, As of June 30, 2006 2005 -------- -------- ASSETS Current assets: Cash and cash equivalents $ 320,636 $ 339,791 Short-term investments 184,401 - Accounts receivable, net 97,716 73,588 Accrued income 37,050 25,391 Income tax recoverable 1,411 - Inventories, net 39,340 41,508 Prepaid expenses 17,031 15,795 Other current assets 3,650 3,595 ------ ------ Total current assets 701,235 499,668 Property, plant and equipment, net 46,239 33,962 Goodwill 66,917 64,236 Other intangibles, net 43,299 48,537 Deferred tax assets 7,506 5,121 Other receivables 6,681 - Other non-current assets 25,244 20,374 ------ ------ Total assets $ 897,121 $ 671,898 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 26,966 $ 18,336 Deferred income 45,492 47,175 Accrued payroll costs 26,647 25,069 Accrued expenses 26,245 21,097 Income tax liabilities 19,039 4,070 Other current liabilities 16,762 13,498 ------ ------ Total current liabilities 161,151 129,245 Accrued expenses 33,747 28,547 Deferred income 134,529 87,353 ------ ------ Total liabilities 329,427 245,145 ------ ------ Shareholders' equity: Series A ordinary shares (14,873,262 and 13,318,546 shares outstanding as of June 30, 2006 and 2005, respectively) 148 133 Series B ordinary shares (42,001,000 shares outstanding as of June 30, 2006 and 2005, respectively) 420 420 Deferred shares 64,103 64,103 Additional paid-in capital 534,668 498,363 Accumulated deficit (79,621) (180,571) Other comprehensive income 47,976 44,305 ------ ------ Total shareholders' equity 567,694 426,753 ------ ------ Total liabilities and shareholders' equity $ 897,121 $ 671,898 ======= ======= NDS Group plc Consolidated Statements of Cash Flows (in thousands) For the year ended June 30, ----------------- 2006 2005 ------- ------- Operating activities: Net income $ 100,950 $ 73,998 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 17,058 15,405 Amortization of other intangibles 9,453 12,349 Stock-based compensation 6,626 4,327 Other 2,206 559 Change in operating assets and liabilities, net of acquisitions: Inventories 2,168 (5,536) Receivables and other assets (48,429) 6,273 Deferred income 45,493 36,664 Accounts payable and other liabilities 28,383 (26,347) ------ ------ Net cash provided by operating activities 163,908 117,692 ------ ------ Investing activities: Capital expenditure (29,416) (20,545) Business acquisitions, net of cash acquired (3,118) (17) Proceeds from sale of investments - 264 Short-term investments (184,401) - ------ ------ Net cash used in investing activities (216,935) (20,298) ------ ------ Financing activities: Issuance of shares (inclusive of realized excess tax benefits of $7,828 and $-) 29,597 13,294 ------ ------ Net increase (decrease) in cash and cash equivalents (23,430) 110,688 Cash and cash equivalents, beginning of period 339,791 228,620 Exchange movements 4,275 483 ------ ------ Cash and cash equivalents, end of period $ 320,636 $ 339,791 ======= ======= CONTACT: NDS Group plc IR: Yael Fainaro, +44 208 476 8287 or Shared Value Noah Schwartz, +44 207 321 5032 or Breakaway Communications US Kelly Fitzgerald, +1-212-616-6006