8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 16, 2010

Intelligroup, Inc.

	(Exact Name of Registrant as Specified in Charter)
New Jersey	0-20943	11-2880025
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

 

5 Independence Way, Suite 220
Princeton, New Jersey	08540
(Address of Principal Executive Offices)	(Zip Code)

 

(646) 810-7400

(Registrant’s telephone number, including area code)

 
 

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 16, 2010, Intelligroup, Inc. (“the Company”) issued a press release to report the Company’s financial results for the three months and full year ended December 31, 2009. The full text of the press release announcing its financial results is attached to this current report on Form 8-K as Exhibit 99.1.

The information in this Form 8-K (including Exhibit 99.1 to the extent it describes the Company financial results for the three months and full year ended December 31, 2009) under Item 2.02 - Results of Operations and Financial Condition shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit No.	Description
99.1	Press Release of Intelligroup, Inc. dated February 16, 2010

-2-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

INTELLIGROUP, INC.
By:	/s/ Alok Bajpai
Name:	Alok Bajpai
Title:	Treasurer and CFO

Date:February 16, 2010

-3-

EX-99.1

Exhibit 99.1

For Immediate Release

Intelligroup® Q4 EPS Rose to $0.08 from $0.02 in Q4 2008, and
2009 EPS Rose 65% to $0.26 on Revenue of $126.5 Million

- Cash, Cash Equivalents including Short Term
Investments Rose to $23.2 million at Year-End -

- Conference Call & Webcast Today at 10:00 a.m. EST - -

Princeton, NJ, February 16, 2010 – Intelligroup, Inc. (OTC BB: ITIG), an information technology and outsourcing services provider principally focused on enterprise resource planning (ERP) and extended ERP solutions, today announced operating results for its fourth quarter and year ended December 31, 2009. Intelligroup will host a conference call today at 10:00 a.m. EST to review the results.

Conference Call/Replay: Dial 800-734-8507 or 212-231-2927. Replay available until Feb. 23rd via 800-633-8284 or 402-977-9140, passcode: 21458624.

Live Webcast/archive: www.intelligroup.com/ig_events_webcasts.html or www.earnings.com; archived for 30 days.

Q4 Highlights:

• Q4 ’09 revenue increased by 3.9% to $33.0 million compared to revenue of $31.7 million in Q3’ 09, and decreased 11.6% compared to revenue of $37.3 million in Q4 '08.
   
• Q4 ’09 gross margin decreased to 33.7% from 34.6% in Q3 ’09 and increased compared to 32.5% in Q4 ’08.
   
• Q4 ’09 operating margin was 11.0% compared to 11.4% in Q3 ’09 and 7.9% in Q4 ’08.
   
• Foreign exchange (fx) loss of $0.2 million in Q4 ’09 compares to an fx gain of $0.03 million in Q3 ’09 and an fx loss of $1.4 million in Q4 ’08.
   
• Q4 ’09 net income was $3.3 million, or $0.08 per diluted share, compared to $3.6 million, $0.09 per diluted share, in Q3 ’09 and $1.0 million, or $0.02 per diluted share, in Q4 ’08.
   
• Cash from operating activities was $0.8 million in Q4 ’09 versus $3.3 million in Q3 ’09 and $7.9 million in Q4 2008.
   
• Cash and cash equivalents including short-term investments rose to $23.2 million at December 31, 2009 compared to $22.9 million at September 30, 2009 and $11.2 million at December 31, 2008.
   
• Intelligroup added 24 new customers globally during the quarter.

2009 Highlights:

• 2009 revenue declined 19.5% to $126.5 million.
   
• 2009 gross margin improved to 33.5% compared to 31.5% in 2008; Reflecting the revenue decline, gross profit decreased to $42.4 million.
   
• 2009 operating margin rose to 9.4% from 7.1% in 2008; Operating income rose 7.2% to $11.9 million from 2008.
   
• 2009 net income rose 61.5% to $10.8 million, or $0.26 per diluted share, compared to $6.7 million, or $0.16 per diluted share, in 2008.

Intelligroup Q4 2009 Results, 2/16/10 page 2

• Net cash generated by operating activities was $14.8 million in 2009 as compared to $13.2 million in 2008.
   
• Intelligroup added 116 new customers globally during 2009.

Intelligroup President and Chief Executive Officer, Vikram Gulati, commented, “In the face of a challenging year which impacted revenue levels, Intelligroup achieved growth across a range of financial metrics including, gross and operating margins, net income and diluted EPS, as well as cash flow generated from operations. These improvements reflect our company-wide focus on improving operational efficiencies; disciplines which we are working very hard to maintain, even in an environment of firming demand and return to sequential growth.

“Our ERP expertise and vertical focus continue to serve as two key differentiators that have enabled Intelligroup to develop a steady stream of new customer relationships, while at the same time allowing us to broaden certain existing customer engagements. Our go-to-market strategy and value-added service offerings are being recognized by existing and new customers.”

Overview of Key Operating Metrics:
	Q4' 09	Q3' 09	Q2' 09	Q1' 09	Q4' 08	2009	2008
Utilization Rate	81%	80%	78%	72%	70%	78%	71%
Billing Rates – Offshore	$22	$23	$21	$21	$24	$22	$24
Billing Rates – Onsite	$102	$101	$105	$102	$110	$103	$107
Revenue Mix – Offshore	33%	33%	32%	34%	32%	33%	30%
Revenue Mix – Onsite	67%	67%	68%	66%	68%	67%	70%
Top 10 Customer Revenue %	35%	37%	39%	36%	38%	37%	35%

Q4 Operating Results:
Q4 '09 revenues decreased 11.6% to $33.0 million, compared to $37.3 million in Q4 '08 however revenue increased by 3.9% compared to Q3 ’09. Gross margins improved to 33.7% from 32.5% in the prior year period, yet fell 0.9% sequentially, principally due to the impact of the Rupee’s appreciation against the U.S. dollar.

SG&A, including Depreciation and Amortization, decreased by 18.7% to $7.5 million in Q4 ‘09 compared to $9.2 million in Q4 ’08 and was $7.4 million in Q3 ’09.

Intelligroup recorded a foreign exchange (fx) loss of $0.2 million in Q4 ’09. This compares to an fx loss of $1.4 million in Q4 ’08 and an fx gain of $0.03 million in Q3 ’09.

Q4 ’09 net income was $3.3 million, or $0.08 per diluted share, compared to Q4 ’08 net income of $1.0 million, or $0.02 per diluted share, and Q3 ’09 net income of $3.6 million, or $0.09 per share.

Intelligroup generated cash from operating activities of $0.8 million in Q4 ’09 and $14.8 million for the full year 2009. The Company’s ability to generate higher free cash during 2009 was a result of the improved margins, an active cash management discipline as well as an expected freeing of working capital related to the decline in revenue. Intelligroup ended the year with $23.2 million of cash, cash equivalents and short-term investments, an increase of $12.0 million from year-end 2008.

Alok Bajpai, CFO, added, “During 2009 we were able to achieve a return to sequential growth quarter on quarter while delivering stronger operating margins, higher net income and EPS and forging a robust balance sheet. We have entered 2010 well positioned to participate favorably as the IT market rebounds and we continue to deliver on our operating and financial metrics.”

Intelligroup Q4 2009 Results, 2/16/10 page 3

About Intelligroup, Inc.
Intelligroup is an ERP-focused enterprise applications systems integrator providing consulting, implementation, testing, application management, infrastructure management, and other IT services for global corporations. Intelligroup possesses deep expertise and proprietary tools in industry-specific enterprise solutions and has been recognized by clients, partners including SAP and Oracle and IT industry analysts for consistently exceeding expectations. Intelligroup won the 2009 global annual Pinnacle Award from SAP, was a finalist in the Oracle 2009 Titan Awards, was recognized by NASSCOM as a Top 100 Innovator, and was named one of the World’s top outsourcing service providers on the IAOP® 2010 Global Outsourcing 100® list. Intelligroup’s global service delivery model combines onsite teams and offshore development capabilities to deliver solutions that accelerate results, reduce costs and generate meaningful ROI for clients. For more information please visit www.intelligroup.com.

Safe Harbor for Forwarding-looking Statements:
Certain statements contained herein, including statements regarding the development of services and markets, future demand for services and the effect of the share repurchases by the Company and other statements regarding matters that are not historical facts, are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995), including future financial performance and the effect of share repurchase by the Company. Such forward-looking statements include risks and uncertainties; consequently, actual results may differ materially from those expressed or implied thereby. Factors that could cause actual results to differ materially include, but are not limited to the impact of the general economic conditions and the strength of the global economic recovery, variability of quarterly operating results, continued uncertainty of the IT market and revenues derived from application management business, uncertainty in revenues for traditional professional services offerings, loss of one or more significant customers, reliance on large projects, concentration of revenue, volatility caused by fluctuations in the currency markets, ability to attract and retain professional staff, dependence on key personnel, ability to manage growth effectively, risks associated with strategic partnerships, various project-associated risks, including termination with short notice, substantial competition, risks associated with intellectual property rights, risks associated with international operations and other risk factors detailed under the caption "Risk Factors" in Intelligroup's annual report on Form 10-K for the period ended December 31, 2008. Intelligroup disclaims any intention or obligation to update forward looking statements as a result of developments occurring after the date of this press release.

Intelligroup, the Intelligroup logo and ‘Creating the Intelligent Enterprise’, are trademarks of the Company. 4Sight, 4Sight Plus, PowerUp Services, HotPac Analyzer and Uptimizer are service marks of Intelligroup.
All other trademarks and company names mentioned are the property of their respective owners.

INVESTOR CONTACTS:
Norberto Aja, David Collins
Jaffoni & Collins Incorporated
(212) 835-8500
itig@jcir.com

(tables to follow)

Intelligroup Q4 2009 Results, 2/16/10 page 4

INTELLIGROUP, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND 2008
(In thousands except par value)

	December 31			December 31
	2009			2008
ASSETS	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	20,783		$	10,161
Short-term investments		2,441			1,031
Accounts receivable, less allowance for doubtful accounts of $2,176
and $1,996 at December 31, 2009 and 2008, respectively		23,677			23,805
Unbilled services, less allowance for doubtful accounts of $136 and
$20 at December 31, 2009 and 2008, respectively		6,433			10,456
Deferred tax asset, current portion		644			545
Prepaid expenses and prepaid taxes		1,092			1,115
Other current assets		741			617
Total current assets		55,811			47,730
Property and equipment, net		3,085			5,041
Goodwill and intangibles		1,888			1,941
Restricted cash and investments		1,202			882
Prepaid taxes - Non-adjustable, less allowance for doubtful accounts of
$104 and $95 at December 31, 2009 and 2008, respectively		1,130			393
Deferred taxes and other assets		4,287			4,243
Total Assets	$	67,403		$	60,230
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Line of credit borrowings	$	—		$	125
Accounts payable		1,418			1,820
Liability on derivative instruments		389			2,621
Accrued payroll and related taxes		10,899			11,609
Accrued expenses and other current liabilities		4,416			4,930
Deferred revenue, current portion		1,353			735
Tax payable		763			-
Capital lease and deferred rent, current portion		481			805
Total current liabilities		19,719			22,645
Obligations under capital lease, net of current portion		214			533
Deferred revenue, net of current portion		322			454
Other long-term liabilities		844			1,556
Total Liabilities		21,099			25,188
SHARE HOLDERS' EQUITY
Preferred stock, $.01 par value, 5,000 shares authorized, none issued or
outstanding		—			—
Common stock, $.01 par value, 65,000 shares authorized
at December 31, 2009 and 2008 & 41,137 and 42,114 shares issued
and outstanding at December 31, 2009 and 2008, respectively		411			421
Additional paid-in capital		71,090			72,089
Accumulated deficit		(23,300	)		(34,100	)
Accumulated other comprehensive loss		(1,897	)		(3,368	)
Total shareholders’ equity		46,304			35,042
Total liabilities and shareholders’ equity	$	67,403		$	60,230

Intelligroup Q4 2009 Results, 2/16/10 page 5

INTELLIGROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Thousands except per share data)

		THREE MONTHS ENDED DEC 31						TWELVE MONTHS ENDED DEC 31,
		2009			2008			2009			2008
		(Unaudited)						(Unaudited)
Revenue		$	32,959		$	37,305		$	126,518		$	157,101
Cost of revenue		$	21,857			25,181			84,117			107,635
Gross profit			11,102			12,124			42,401			49,466
Selling, general and administrative expenses			6,884			8,471			27,984			35,938
Depreciation and amortization			586			714			2,492			2,399
Total operating expenses			7,470			9,185			30,476			38,337
Operating income			3,632			2,939			11,925			11,129
Interest income			42			37			141			297
Interest expense			(23	)		(107	)		(80	)		(535	)
Foreign currency transaction gain (loss), net			(159	)		(1,411	)		(18	)		(3,126	)
Other income (expense), net			199			(43	)		892			436
Income before income taxes			3,691			1,415			12,860			8,201
Provision for income taxes			431			418			2,060			1,512
Net income		$	3,260		$	996		$	10,800		$	6,689
Basic net income per share		$	0.08		$	0.02		$	0.26		$	0.16
Diluted net income per share		$	0.08		$	0.02		$	0.26		$	0.16
Weighted average no. of common shares
outstanding	- Basic		41,090			42,160			41,360			42,155
	- Diluted		42,099			42,580			41,733			42,387

Intelligroup Q4 2009 Results, 2/16/10 page 6

INTELLIGROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR TWELVE MONTHS ENDED DECEMBER 31, 2009 AND 2008
(USD in thousands)

	TWELVE MONTHS
	ENDED DEC 31,
	2009			2008
	(Unaudited)
Cash flows from operating activities:
Net income	$	10,800		$	6,689
Adjustments to reconcile net income to net
Cash provided by operating activities:
Depreciation and amortization		3,075			2,759
Provision for doubtful accounts and advances		999			1,146
Stock compensation expense		588			1,055
Profit on sale of investment		(147	)		—
Unrealized interest		(84	)		—
Unrealized gain on investments		(553	)		—
Loss on sale of fixed assets		127			—
Unrealized exchange (gain)/loss		283			2,424
Deferred taxes		(556	)		(77	)
Changes in operating assets and liabilities:
Accounts receivable		(26	)		(1,434	)
Unbilled services		3,877			742
Prepaid taxes		(683	)		—
Prepaid expenses and other current assets		(188	)		(1,235	)
Other assets		271			(107	)
Restricted cash and investments		733			3,350
Derivative liability		(2,642	)		(541	)
Accounts payable		(573	)		(2,224	)
Accrued payroll and related taxes		(829	)		502
Accrued expenses and other current liabilities		(659	)		297
Deferred revenue, Current portion		598			(1,659	)
Deferred revenue, net of current portion		(146	)		—
Income taxes payable		492			1,027
Other long-term liabilities		12			515
Net cash provided by operating activities	$	14,769		$	13,229
Cash flows from investing activities:
Purchase of property and equipment		(1,300	)		(1,523	)
Proceeds from sale of equipment		—			84
Purchases of investments		(23,882	)		(3,131	)
Proceeds from sale of investments		22,571			—
Net cash used in investing activities	$	(2,611	)	$	(4,570	)
Cash flows from financing activities:
Principal payments under capital leases		(242	)		(569	)
Stock repurchase		(1,848	)		(129	)
Proceeds from exercise of stock options		252			44
Net change in line of credit borrowings		—			(6,034	)
Net cash used in financing activities	$	(1,838	)	$	(6,688	)
Effect of foreign currency exchange rate changes on cash		302			(229	)
Net increase (decrease) in cash and cash equivalents		10,622			1,742
Cash and cash equivalents - beginning of year	$	10,161		$	8,419
Cash and cash equivalents - end of the period	$	20,783		$	10,161