Retalix Announces Fourth Quarter and FY 2007 Results


RA'ANANA, Israel, March 19, 2008 (PRIME NEWSWIRE) -- Retalix(r) Ltd. (Nasdaq:RTLX), a global provider of software solutions for retailers and distributors, today announced results for the fourth quarter and the full year ended December 31, 2007.

Summarized financial highlights of the 2007 fourth quarter results:

- Total Revenues for the period were $55.2 million, compared to $56.5 million in the fourth quarter of 2006.

- GAAP Net Loss for the period was $(1.7) million, or $(0.09) per diluted share, compared to net income of $3.6 million, or $0.18 per diluted share in the fourth quarter of 2006.

- Adjusted Net Loss (Non-GAAP)* for the period was $(0.9) million, or $(0.05) per diluted share, compared to net income of $5.5 million, or $0.27 per diluted share, in the fourth quarter of 2006.

Summarized financial highlights of the full year 2007:

- Total Revenues for the year reached a Company record of $221.4 million, compared to $203.7 million in FY 2006.

- GAAP Net Loss for the year was $(0.5) million, or $(0.02) per diluted share, compared to net income of $1.3 million, or $0.06 per diluted share in FY 2006.

- Adjusted Net Income (Non-GAAP)* for the year was $6.1 million, or $0.31 per diluted share, compared to $8.1 million, or $0.40 per diluted share in FY 2006.

Barry Shaked, President and Chief Executive Officer of Retalix, said, "While 2007 has been another record year in revenues, we did not meet our bottom-line goals for the year. Our focus in 2008 is on improving our performance and profitability. Since January we have been busy implementing a change of mindset within Retalix. Our current efforts are targeted at improving the utilization of professional services while prioritizing our product development efforts."

"As new products mature in the development cycle, we are reassigning resources that were dedicated to product development to Professional Services. We believe this opens up an opportunity to increase service revenues. We are tracking more closely the resources being used for the services we provide to customers. This should enable us to get paid for this work as well as to identify and eliminate instances where the efforts do not justify the return."

"In the short term these changes are reflected in more cost of Services. However, we are monitoring services profitability more tightly and will determine where resources should best be allocated and identify opportunities to improve performance. As such, these efforts should either turn into more revenues from Services, or we will reduce the cost of Services by eliminating the inefficiencies on those efforts that are not producing satisfactory returns."

Hugo Goldman, the Company's Chief Financial Officer, said, "I am pleased that as of December 31, 2007, our balance sheet had $27.6 million in cash, cash equivalents and marketable securities, in spite of the fact that we discontinued the factoring of receivables. Overall, in 2007 the factoring of receivables cost us $1.8 million gross. As we are not incurring any new expenses on factoring, our financial income in the fourth quarter amounted to $656,000."

"The depreciation of the US dollar during the fourth quarter had a negative impact on our non-Dollar wage costs, primarily in Israel, amounting to $1.4 million of additional costs, as we previously estimated. We are monitoring the ongoing changes in currency exchange rates and in the general economic conditions, and are evaluating different options to be pursued, if necessary," Goldman added.

Outlook for FY 2008

Retalix anticipates total revenues for the full year 2008 to exceed $232 million, GAAP net income to exceed $8 million, and adjusted, non-GAAP* net income to exceed $15 million.

Shaked added, "Demand for our software solutions remains strong, allowing us to predict another year of top line growth, although moderate. We are taking a conservative approach to our 2008 guidance, but will strive to exceed the results we currently predict."

"Our business fundamentals remain strong. Retalix is uniquely positioned in the retail software market with a broad offering of software solutions tailored specifically to the requirements of the food retail industry. Industry analysts predict strong growth in our sector in the next five years, as commercial software matures and customers look to upgrade their aging, homegrown systems. We continue to believe that our investments in product development and in penetration into new territories will pay off in the coming years," Shaked concluded.

Conference Call and Webcast Information

The Company will be holding a conference call to discuss results for the fourth quarter 2007 on Wednesday, March 19th, 2008 at 9:00am EDT (3:00pm Israeli Time). This conference can be accessed by all interested parties through the Company's web site at http://www.retalix.com/conference-call.cfm. For those unable to participate during the live broadcast, a replay will be available shortly after the call on the Retalix site.

* Note on Use of Non-GAAP Financial Information

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Retalix uses non-GAAP measures of operating income, net income and earnings per share, which are adjustments from results based on GAAP to exclude non-cash equity based compensation in accordance with SFAS 123(R), amortization of intangibles related to acquisitions, and charges in connection with expenses relating to acquisitions that did not materialize. Retalix's management believes the non-GAAP financial information provided in this release is useful to investors' understanding and assessment of the Company's on-going core operations and prospects for the future. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Management also uses both GAAP and non-GAAP information in evaluating and operating business internally and as such deemed it important to provide all this information to investors. Reconciliations between GAAP measures and non-GAAP measures are contained following the GAAP financial statements in this press release. Reconciliation between GAAP to non-GAAP outlook for 2008 is provided in the table below.



                                                    FY 2008
                                                    Outlook
                                                     U.S. $
                                                   Thousands
 GAAP Net Income (Loss)                               8,000
 (a) The effect of stock- based compensation -
     SFAS 123(R), net of tax effect                   4,900
 (b) The effect of amortization of intangible
     assets and acquisition related expenses,
     net of tax effect                                2,100
 Non-GAAP Net Income (Loss)                          15,000

About Retalix

Retalix is an independent provider of software solutions to retailers and distributors worldwide. With over 40,000 sites installed across more than 50 countries, Retalix solutions serve the needs of grocery chains, convenience and fuel retailers, food and consumer goods distributors and independent grocers. The Company offers a portfolio of software applications that automate and synchronize essential retail and supply chain operations, encompassing stores, headquarters and warehouses. Retalix develops and supports its software through 1,500 employees in its various subsidiaries and offices worldwide. The company's International headquarters are located in Ra'anana, Israel, and its American headquarters are located in Dallas, Texas. For more information about Retalix, please visit www.retalix.com.

Safe Harbor for Forward-Looking Statements: Except for statements of historical fact, the information presented herein constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. For example, the statements regarding our "outlook for FY 2008" including our expected results and reactions to changes in our markets, all involve forward looking statements, expected increased revenues and productivity from Services, reduced costs from inefficiencies and expected costs from the depreciation of the US dollar. These statements include comments regarding the guidance about revenues and net income, our ability to improve cash flow and profitability and to cut expenses, anticipated demand for the Company's software products, expectations with regard to implementation and rollout of existing license agreements, analysis of market conditions and penetration in emerging markets, pipeline of prospective customers, anticipated rate of growth and Management's expectations as to the Company's future financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Retalix, including revenues, income and expenses, to be materially different from any future results, performance or achievements or other guidance or outlooks expressed or implied by such forward-looking statements. Such factors include risks relating to Retalix's anticipated future financial performance and growth, the performance of the US dollar relative to other currencies, continued roll-outs with existing customers, continued interest in Retalix's new platforms, the perception by leading retailers of Retalix's reputation, the potential benefits to food and fuel retailers and distributors, expansion into new geographic markets, and other factors over which Retalix may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. Readers are referred to the reports and documents filed by Retalix with the Securities and Exchange Commission, including Retalix's Annual Report on Form 20-F for the year ended December 31, 2006, for a discussion of these and other important risk factors. Retalix undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.



                             RETALIX LTD.
                       (An Israeli Corporation)
          CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
      FOR THE YEAR AND THREE MONTH PERIOD ENDED DECEMBER 31, 2007

                                  Year ended        Three months ended
                                 December 31           December 31
                              ------------------    ------------------
                               2007       2006       2007       2006
                              -------    -------    -------    -------
                            (Unaudited)    (*)         (Unaudited)
                              -------    -------    -------    -------
                                        U.S. $ in thousands
                                (except share and per share data)
 REVENUES:
  Product sales                80,511     73,195     20,178     19,838
  Service and projects        140,900    130,549     34,998     36,614
                              -------    -------    -------    -------
     Total revenues           221,411    203,744     55,176     56,452
                              -------    -------    -------    -------
 COST OF REVENUES:
  Cost of product sales        39,132     36,690     11,214      9,103
  Cost of service and
   projects                    65,281     44,562     18,679     11,987
                              -------    -------    -------    -------
     Total cost of revenues   104,413     81,252     29,893     21,090
                              -------    -------    -------    -------

 GROSS PROFIT                 116,998    122,492     25,283     35,362
                              -------    -------    -------    -------
 OPERATING EXPENSES:
  Research and development
   - net                       58,653     60,375     12,252     15,232
  Selling and marketing        31,617     33,495      7,469      7,848
  General and administrative   27,539     27,426      8,695      7,472
  Other (income) expenses
   - net                          643         22         (8)       (12)
                              -------    -------    -------    -------
     Total operating
      expenses                118,452    121,318     28,408     30,540
                              -------    -------    -------    -------
 INCOME (LOSS) FROM
  OPERATIONS                   (1,454)     1,174     (3,125)     4,822
 FINANCIAL INCOME
  (EXPENSES), net               1,032         79        656       (321)
                              -------    -------    -------    -------
 INCOME (LOSS) BEFORE
  TAXES ON INCOME                (422)     1,253     (2,469)     4,501
 TAX BENEFIT (EXPENSES)           435        507        846       (466)
                              -------    -------    -------    -------
 INCOME (LOSS) AFTER
  TAXES ON INCOME                  13      1,760     (1,623)     4,035
 SHARE IN LOSSES OF AN
  ASSOCIATED COMPANY               (3)       (57)        --        (13)
 MINORITY INTERESTS IN
  GAINS OF SUBSIDIARIES          (508)      (425)      (107)      (439)
                              -------    -------    -------    -------
 NET INCOME (LOSS)               (498)     1,278     (1,730)     3,583
                              =======    =======    =======    =======
 EARNINGS (LOSSES) PER
  SHARE - in U.S. $:
     Basic                      (0.02)      0.07      (0.09)      0.18
                              =======    =======    =======    =======
     Diluted                    (0.02)      0.06      (0.09)      0.18
                              =======    =======    =======    =======
 WEIGHTED AVERAGE NUMBER
  OF SHARES USED IN
  COMPUTATION OF
  EARNINGS PER SHARE
  - in thousands:
     Basic                     19,851     19,491     19,967     19,533
                              =======    =======    =======    =======
     Diluted                   19,851     20,127     19,967     19,980
                              =======    =======    =======    =======

 (*) The 2006 figures were extracted from the audited consolidated
     financial statements for year 2006.


                             RETALIX LTD.
                       (An Israeli Corporation)
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                         AT DECEMBER 31, 2007

                                                       December 31,
                                                    ------------------
                                                     2007       2006
                                                    -------    -------
                                                  (Unaudited)    (*)
                                                    -------    -------
                                                   U.S. $ in thousands
                                                    ------------------

                            Assets
 CURRENT ASSETS:
  Cash and cash equivalents                          22,484     55,186
  Marketable securities                               3,454      4,554
  Accounts receivable:
   Trade                                             81,429     48,469
   Other                                              5,535      5,524
  Inventories                                         1,289      1,154
  Deferred income taxes                               8,305      5,930
                                                    -------    -------
    Total  current assets                           122,496    120,817
                                                    -------    -------


 NON-CURRENT ASSETS:
  Marketable securities                               1,657      1,237
  Deferred income taxes                               4,548      4,035
  Long-term receivables                               5,673      3,395
  Amounts funded in respect of employee
   rights upon retirement                             8,806      6,759
  Other                                                 795        747
                                                    -------    -------
    Total non-current assets                         21,479     16,173
                                                    -------    -------

 PROPERTY, PLANT AND EQUIPMENT, net                  12,568     11,180
                                                    -------    -------
 GOODWILL                                           113,055    107,506
                                                    -------    -------
 OTHER INTANGIBLE ASSETS, net of
  accumulated amortization:
    Customer base                                    16,300     17,721
    Other                                             4,379      5,777
                                                    -------    -------
                                                     20,679     23,498
                                                    -------    -------
                            Total assets            290,277    279,174
                                                    =======    =======

 (*) The 2006 figures were extracted from the audited consolidated
     financial statements for year 2006.


                                                       December 31,
                                                    ------------------
                                                     2007       2006
                                                    -------    -------
                                                  (Unaudited)    (*)
                                                    -------    -------
                                                   U.S. $ in thousands
                                                    (except share and
                                                      per share data)
                                                    ------------------
           Liabilities and shareholders' equity
 CURRENT LIABILITIES:
  Short-term bank credit                                 11      4,742
  Current maturities of long-term bank
   loans                                                258        224
  Accounts payable and accruals:
   Trade                                             15,410     11,535
   Employees and employee institutions                8,937      7,179
   Accrued expenses                                   6,393      7,288
   Other                                              1,917      7,443
  Deferred revenues                                  16,763     13,747
                                                    -------    -------
    Total current liabilities                        49,689     52,158
                                                    -------    -------
 LONG-TERM LIABILITIES:
  Long-term bank loans, net of current
   maturities                                           786      1,058
  Employee rights upon retirement                    14,362     11,392
  Deferred tax liability                              1,004      1,016
  Institutions                                        1,516         --

  Deferred revenues                                      --        206
                                                    -------    -------
    Total long-term liabilities                      17,668     13,672
                                                    -------    -------
    Total liabilities                                67,357     65,830
                                                    -------    -------
 MINORITY INTERESTS                                   2,791      2,293
                                                    -------    -------
 SHAREHOLDERS' EQUITY:
  Share capital - Ordinary shares of NIS
   1.00 par value (authorized):
   December 31, 2007 (unaudited) and
   December 31, 2006 (audited) -
   30,000,000 shares; issued and
   outstanding: December 31, 2007
   (unaudited) - 20,001,382 shares;
   December 31, 2006 (audited) -
   19,613,454 shares;                                 5,273      5,178
  Additional paid in capital                        167,701    156,583
  Retained earnings                                  46,864     49,188
  Accumulated other comprehensive income                291        102
                                                    -------    -------
    Total shareholders' equity                      220,129    211,051
                                                    -------    -------
      Total liabilities and shareholders'
       equity                                       290,277    279,174
                                                    =======    =======

 (*) The 2006 figures were extracted from the audited consolidated
     financial statements for year 2006.


                             RETALIX LTD.
                       (An Israeli Corporation)
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE YEAR AND THREE MONTH PERIOD ENDED DECEMBER 31, 2007

                                  Year ended        Three months ended
                                 December 31           December 31
                              ------------------    ------------------
                               2007       2006       2007       2006
                              -------    -------    -------    -------
                            (Unaudited)    (*)         (Unaudited)
                              -------    -------    ------------------
                                        U.S. $ in thousands
                              ----------------------------------------
 CASH FLOWS FROM OPERATING
  ACTIVITIES:
   Net income (loss)             (498)     1,278     (1,730)     3,583
   Adjustments required to
    reconcile net income
    (loss) to net cash
    provided by operating
    activities:
   Minority interests in
    gains of subsidiaries         508        425        107        439
   Depreciation and
    amortization                6,790      8,362      1,627      2,116
   Share in losses of an
    associated company              3         57         --         13
   Stock based compensation
    expenses                    3,889      3,891        175      1,558
   Changes in accrued
    liability for employee
    rights upon retirement      2,739      2,102        290        549
   Gains on amounts funded
    in respect of employee
    rights upon retirement       (950)      (580)      (470)      (114)
   Deferred income taxes -
    net                        (3,302)    (2,699)    (1,405)      (493)
   Net decrease (increase)
    in marketable securities     (216)     3,025         11        408
   Amortization of discount
    on marketable debt
    securities                     11         56          1         12
   Other                           50        (32)       255         33
 Changes in operating
  assets and liabilities:
   Increase in accounts
    receivable:
     Trade (including the
      non-current portion)    (34,536)   (10,588)   (17,139)    (3,800)
     Other                         --       (889)       216        970
   Increase (decrease) in
    accounts payable and
    accruals:
     Trade                      3,491       (730)     3,823     (1,956)
     Employees, employee
      institutions and other   (5,916)       933     (4,532)       517
   Decrease (Increase) in
    inventories                  (118)     1,022        (21)       379
   Increase in long-term
    institutions                1,516         --        406         --
   Increase (decrease) in
    deferred  revenues
    (including the
    non-current portion)        2,810     (2,616)     1,445     (3,209)
                              -------    -------    -------    -------
   Net cash provided by
    (used in) operating
    activities - forward      (23,729)     3,017    (16,941)     1,005
                              =======    =======    =======    =======

 * The 2006 figures were extracted from the audited consolidated
   financial statements for year 2006.


                             RETALIX LTD.
                       (An Israeli Corporation)
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE YEAR AND THREE MONTH PERIOD ENDED DECEMBER 31, 2007

                                  Year ended        Three months ended
                                 December 31           December 31
                              ------------------    ------------------
                               2007       2006       2007       2006
                              -------    -------    -------    -------
                            (Unaudited)    (*)         (Unaudited)
                              -------    -------    ------------------
                                        U.S. $ in thousands
                              ----------------------------------------
   Net cash provided by
    (used in) operating
    activities - brought
    forward                   (23,729)     3,017    (16,941)     1,005
                              -------    -------    -------    -------
 CASH FLOWS FROM INVESTING
  ACTIVITIES:
   Maturity of marketable
    debt securities held
    to maturity                 9,743      6,212         --      2,758
   Investment in marketable
    debt securities held
    to maturity                (9,047)    (2,066)        --     (1,016)
   Acquisition of
    subsidiaries or
    activities consolidated
    for the first time (a)     (1,370)    (2,653)       (20)       (48)
   Additional investments
    in subsidiaries                --     (5,754)        --         48
     repayment of investment       --        651         --        651
   Purchase of property,
    plant, equipment and
    other assets               (4,676)    (2,567)      (492)      (554)
   Proceeds from sale of
    property, plant and
    equipment                      69         35         65          4
   Amounts funded in respect
    of employee rights upon
    retirement, net            (1,097)      (777)      (124)      (225)
   Long-term loans collected
    from (granted to)
    employees                      17         (4)        (2)        --
                              -------    -------    -------    -------
   Net cash used in
    investing activities       (6,361)    (6,923)      (573)     1,618
                              -------    -------    -------    -------
 CASH FLOWS FROM FINANCING
  ACTIVITIES:
   Repayment of long-term
    bank loans                   (351)      (117)      (123)        --
   Issuance of share
    capital to employees
    resulting from exercise
    of options                  2,401      2,696      1,347        808
   Short-term bank credit -
    net                        (4,731)       760     (1,366)      (149)
                              -------    -------    -------    -------
   Net cash provided by
    (used in) financing
    activities                 (2,681)     3,339       (142)       659
                              -------    -------    -------    -------
 EFFECT OF EXCHANGE RATE
  CHANGES ON CASH                  69         61        (53)         7
                              -------    -------    -------    -------
 NET DECREASE IN CASH AND
  CASH EQUIVALENTS            (32,702)      (506)   (17,709)     3,289
 BALANCE OF CASH AND CASH
  EQUIVALENTS AT BEGINNING
  OF PERIOD                    55,186     55,692     40,193     51,897
                              -------    -------    -------    -------
 BALANCE OF CASH AND CASH
  EQUIVALENTS AT END OF
  PERIOD                       22,484     55,186     22,484     55,186
                              =======    =======    =======    =======

 (*) The 2006 figures were extracted from the audited consolidated
     financial statements for year 2006.


                             RETALIX LTD.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE YEAR AND THREE MONTH PERIOD ENDED DECEMBER 31, 2007

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                                                       Year ended
                                                    ------------------
                                                       December 31,
                                                    ------------------
                                                     2007       2006
                                                    -------    -------
                                                  (Unaudited)    (*)
                                                    -------    -------
                                                   U.S. $ in thousands
                                                    ------------------
 (a) Net fair value of the assets acquired and
     liabilities assumed at the date of
     acquisition:
       Assets and liabilities of the subsidiaries
        at the date of acquisition:
       Working capital (excluding cash and cash
        equivalents)                                    278        302
       Property, plant, equipment and other
        assets, net                                      (8)       (54)
     Goodwill and other intangible assets arising
      on acquisition                                 (1,640)    (2,901)
                                                    -------    -------
                                                     (1,370)    (2,653)
                                                    =======    =======


 (b) Supplemental information on investing activities not involving
     cash flows:

     On April 1, 2005, the Company acquired substantially all of the
     assets of Integrated Distribution Solutions Inc. ("IDS"), in
     consideration for cash, as well as the issuance of share capital.
     In addition, shareholders of IDS were issued additional 207,236
     shares valued at $4,916,000 that were released from escrow as
     certain customer retention milestones agreed upon were met as of
     April 1, 2007.

 (*) The 2006 figures were extracted from the audited consolidated
     financial statements for year 2006.


                             RETALIX LTD.
           UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS

 The following tables reflect selected Retalix's non-GAAP results
 reconciled to GAAP results:

                                  Year ended        Three months ended
                                 December 31           December 31
                              ------------------    ------------------
                               2007       2006       2007       2006
                              -------    -------    -------    -------
                            (Unaudited)    (*)   (Unaudited)(Unaudited)
                                        U.S. $ in thousands
                                  (except share and per share data)
                              ----------------------------------------
 OPERATING INCOME (LOSS)
   GAAP Operating income
    (loss)                     (1,454)     1,174     (3,125)     4,822
   Plus:
     Amortization of
      acquisition-related
      intangible assets         3,576      4,910        861      1,196
     Stock based
      compensation expenses     3,889      3,891        175      1,558
     Other acquisition-
      related operating
      expenses (**)               700         --         --         --
                              -------    -------    -------    -------
   Non-GAAP Operating income    6,711      9,975     (2,089)     7,576
                              =======    =======    =======    =======

 NET INCOME (LOSS)               (498)     1,278     (1,730)     3,583
   GAAP Net income (loss)
   Plus:
     Amortization of
      acquisition-related
      intangible assets         3,576      4,910        861      1,196
     Stock based
      compensation expenses     3,889      3,891        175      1,558
     Other acquisition-
      related operating
      expenses (**)               700         --         --         --
   Less:
     Income tax effect of
      amortization of
      acquisition-related
      intangible assets        (1,287)    (1,654)      (348)      (565)
     Expenses (income) tax
      effect of stock based
      compensation expenses       (70)      (282)       125       (282)
     Income tax effect of
      other acquisition-
      related operating
      expenses                   (161)        --         --         --
                              -------    -------    -------    -------
   Non-GAAP Net income
    (loss)                      6,149      8,143       (917)     5,490
                              =======    =======    =======    =======

 NET INCOME (LOSS) PER
  DILUTED SHARE
   GAAP Net income (loss)
    per diluted share           (0.02)      0.06      (0.09)      0.18
   Plus:
     Amortization of
      acquisition-related
      intangible assets          0.18       0.24       0.04       0.06
     Stock based
      compensation expenses      0.19       0.19       0.01       0.08
     Other acquisition-
      related operating
      expenses (**)              0.03         --         --         --
   Less:
     Income tax effect of
      amortization of
      acquisition-related
      intangible assets         (0.06)     (0.08)     (0.02)     (0.03)
     Income tax effect of
      stock based
      compensation expenses     (0.00)     (0.01)      0.01      (0.01)
     Income tax effect of
      other acquisition-
      related operating
      expenses                  (0.01)        --         --         --
                              -------    -------    -------    -------
 Non-GAAP Net income (loss)
  per diluted share              0.31       0.40      (0.05)     (0.27)
                              =======    =======    =======    =======

 Shares used in computing
  diluted net income per
  share                        20,150     20,127     19,976     19,980
                              =======    =======    =======    =======

 (**) Pre-acquisition costs from potential transactions that have not
      materialized.


                             RETALIX LTD.
           UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS

 The following table shows the classification of stock-based
 compensation expense:

                                  Year ended        Three months ended
                                 December 31           December 31
                              ------------------    ------------------
                               2007       2006       2007       2006
                              -------    -------    -------    -------
                            (Unaudited)    (*)   (Unaudited)(Unaudited)
                                        U.S. $ in thousands
                              ----------------------------------------
 Cost of product sales             60         45          1          6
 Cost of services and
  projects                        707        719        (14)       276
 Research and development -
  net                           1,407      2,221        (37)       642
 Selling and marketing            450        531         13        377
 General and administrative     1,265        374        212        256
                              -------    -------    -------    -------
 Total                          3,889      3,890        175      1,557
                              =======    =======    =======    =======


 The following table shows the classification of amortization of
 acquisition-related intangible assets:

                                  Year ended        Three months ended
                                 December 31           December 31
                              ------------------    ------------------
                               2007       2006       2007       2006
                              -------    -------    -------    -------
                            (Unaudited)    (*)   (Unaudited)(Unaudited)
                                        U.S. $ in thousands
                              ----------------------------------------
 Cost of product sales          2,260      2,976        551        861
 Cost of services and
  projects                        963      1,176        215         36
 Selling and marketing             93        372          1        177
 General and administrative       263        386         95        122
                              -------    -------    -------    -------
 Total                          3,576      4,910        861      1,196
                              =======    =======    =======    =======

 (*) The 2006 figures were extracted from the audited consolidated
     financial statements for year 2006.


                             RETALIX LTD.
             NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE - Adoption of FIN 48

Effective January 1, 2007, the Company adopted FIN 48, "Accounting for Uncertainty Taxes -- an interpretation of FAS 109", which was issued in July 2006. FIN 48 clarifies the accounting for uncertainty in income taxes, and prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company's accounting policy, pursuant to the adoption of FIN 48, is to classify interest and penalties recognized in the financial statements relating to uncertain tax positions, under provision for income taxes.

The adoption of FIN 48 resulted in the recording of an increase of the tax liabilities totaling $1,826,000 (including interest in the amount of $222,000) associated with tax benefits and other uncertainties related to tax returns, which was accounted for as a reduction of to the retained earnings balance as of January 1, 2007.

The Company and its U.S. subsidiaries which comprise most of the group, received final tax assessments through the year ended December 31, 2002.



            

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