BEIJING, April 26, 2013 /PRNewswire/ -- Camelot Information Systems Inc. ("Camelot" or the "Company") (NYSE: CIS), a leading domestic provider of enterprise application services and financial industry IT services in China, today announced unaudited financial results for the fourth quarter and year ended December 31, 2012.

Fourth-Quarter Financial and Operating Highlights:


    --  Net revenues were $71.9 million in the fourth quarter of 2012, an
        increase of 20.4% from $59.7 million in the fourth quarter of 2011 and
        an increase of 14.0% from the third quarter
    --  Net revenues from enterprise application services (EAS) grew 7.0%
        year-over year, with growth in other sectors offset by lower sales in
        the Resources & Energy and Manufacturing & Automotive sectors
    --  Net revenues from financial industry IT services (FIS) increased 47.3%
        year-over-year due to pent-up demand stemming from 2011 and from
        continuing solid execution
    --  Gross profit was $15.9 million, as compared to $15.9 million in the
        year-ago quarter and $17.2 million in the third quarter
    --  Loss from operations was $9.0 million, as compared to a loss from
        operations of $3.2 million in the year ago quarter and $31.9 million
        loss from operations in the third quarter. Adjusted operating loss[1]
        was $2.8 million, as compared to an adjusted operating loss of $1.0
        million in the year-ago quarter and adjusted operating income of $5.5
        million in the third quarter
    --  Net loss attributable to Camelot was $10.6 million, as compared to net
        income attributable to Camelot of $0.5 million in the year-ago quarter
        and a net loss attributable to Camelot of $31.5 million in the third
        quarter. Adjusted net loss(1) attributable to Camelot was $4.5 million,
        as compared to adjusted net income of $2.7 million in the year-ago
        quarter and adjusted net income attributable to Camelot of $5.8 million
        in the third quarter
    --  On October 16, 2012, the Company signed a share transfer agreement with
        the original shareholders of Dimension regarding transferring 35% of
        Dimension to the latter in exchange of 1,152,352 ordinary shares, which
        was the share consideration issued to the original shareholders during
        shareholders during acquisition of the entity as of January 1, 2011


    [1] For more information
     about the adjusted (i.e.
     non-GAAP) financial
     measures contained in this
     press release, please see
     "Use of Non-GAAP Financial
     Measures" below.

Full-Year Financial and Operating Highlights:


    --  Net revenues increased 11.9% to $254.1 million in 2012, as compared to
        $227.1 million in 2011
    --  Adjusted operating income(1) was $7.8 million, as compared to adjusted
        operating income of $13.0 million in 2011
    --  Operating loss was $39.0 million, as compared to U.S. GAAP operating
        loss of $43.1 million in 2011
    --  Adjusted net income(1) attributable to Camelot was $6.2 million, as
        compared to adjusted net income attributable to Camelot of $15.3 million
        in 2011. Adjusted diluted earnings per ADS(1) in 2012 were $0.14, as
        compared to diluted earnings per ADS of $0.34 in 2011
    --  Net loss attributable to Camelot was $40.5 million, as compared to U.S.
        GAAP net income attributable to Camelot of $40.8 million in 2011

"Camelot demonstrated satisfactory revenue growth in the fourth quarter of 2012, despite a continuing soft China macro economy. Revenues in our EAS segment grew at a reasonable rate, but the growth was offset by declines in the economically sensitive Resources & Energy and Manufacturing & Automotive sectors. Revenue growth in our FIS segment was healthy, also benefiting from an easy comparison with second half of 2011. Though our revenues were in line with our guidance, adjusted net-income fell short of our target due to certain one-time payments and charges in the quarter," commented Mr. Simon Ma, Camelot's Chairman and Chief Executive Officer. "We believe our business remains fundamentally solid though we continue to work within a continuing sluggish macroeconomic environment."

Fourth-Quarter 2012 Financial Results

Net revenues for the fourth quarter ended December 31, 2012 increased 20.4% to $71.9 million from $59.7 million in the year-ago quarter.



    Net Revenues by Business Line (in thousands, except percentage)


                                 Three Months Ended      Three Months Ended
    Business Line                December 31, 2012       December 31, 2011
    -------------                -----------------       -----------------

    Enterprise application
     services (EAS)                 $42,714      59.4%    $39,912      66.9%

    Financial industry IT
     services(FIS)                   29,138      40.6%     19,778      33.1%
    ---------------------            ------      ----      ------      ----

    Total net revenues              $71,852     100.0%    $59,690     100.0%

EAS net revenues increased 7.0% year-over-year to $42.7 million in the quarter and also increased 2.0% from the prior quarter. The increase in quarterly EAS net revenues was primarily due to strength in most sectors, offset by lower revenues from the Resource & Energy and Manufacturing & Automotive sectors. EAS net revenues amounted to 59.4% of total net revenues in the quarter. FIS net revenues increased 47.3% year-over-year to $29.1 million and increased 38.0% from the prior quarter. FIS net revenues accounted for 40.6% of the quarter's total net revenues.

Cost of revenues increased 27.7% to $55.9 million from $43.8 million in the year-ago quarter. Adjusted cost of revenues increased 27.8% to $55.7 million from $43.5 million in the year-ago quarter. Adjusted cost of revenues excludes $216,000 of share-based compensation expense and $32,000 of acquisition-related intangible expense.

Gross profit increased 0.2% to $15.9 million from $15.9 million in the year-ago quarter. Adjusted gross profit increased 0.3% to $16.2 million from $16.1 million in the year-ago quarter. The gross margin was 22.2% in the quarter, as compared to 26.6% in the year-ago quarter. The adjusted gross margin was 22.5% in the quarter, as compared to 27.0% in the year-ago quarter.

Operating expenses were $25.6 million in the quarter, as compared to $19.3 million in the year-ago quarter. Adjusted operating expenses were $19.7 million, as compared to $17.3 million in the year-ago quarter. Operating expenses increased faster than revenues year-over-year due to compensation in exchange for shares in a subsidiary, bad debt expense, and other one-time expenses. Adjusted operating expenses exclude $1.6 million of share-based compensation expense and $403,000 of acquisition-related intangible expense.

Operating loss was $9.0 million, as compared to an operating loss of $3.2 million in the year-ago quarter. Adjusted operating loss was $2.8 million, as compared to an adjusted operating loss of $1.0 million in the year-ago quarter.

Net loss attributable to Camelot for the fourth quarter of 2012 was $10.6 million, as compared to net income of $0.5 million in the year-ago quarter. Adjusted net loss attributable to Camelot for the fourth quarter of 2012 was $4.5 million, as compared to adjusted net income of $2.7 million in the year-ago quarter. Adjusted net income includes $3.9 million in compensation received in exchange for shares in a subsidiary.

Full-Year 2012 Financial Results

In 2012, net revenues increased 11.9% to $254.1 million from $227.1 million in 2011. Revenues in the EAS business line in 2012 were $165.1 million, an increase of 3.7% from $159.2 million in the prior year. Revenues in the FIS business line in 2012 were $89.0 million, an increase of 30.9% from the prior year. Gross profit was $62.0 million in the year, as compared to $59.6 million in the prior year. The gross margin was 24.4% in the year, as compared to 26.2% in the prior year. Adjusted gross profit was $62.4 million in the year, as compared to $62.7 million in the prior year. The adjusted gross margin was 24.6% in the year, as compared to 27.5% in the prior year.

Operating loss was $39.0 million in the year, as compared to an operating loss of $43.1 million in the prior year. Adjusted operating income was $7.8 million in the year, as compared to $13.0 million in the prior year. The adjusted operating margin was 3.1% in the year, as compared to 5.7% in the prior year.

Net loss attributable to Camelot was $40.5 million in 2012, as compared to a net loss of $40.8 million in the prior year, or a loss of $0.91 per diluted ADS as compared to a loss of $0.91 per ADS in the prior year. Adjusted net income attributable to Camelot was $6.2 million, or $0.14 per ADS in 2012, as compared to $15.3 million, or $0.34 per ADS, in the prior year.

Balance Sheet and Cash Flow

As of December 31, 2012, the Company had $95.5 million in cash and cash equivalents, short-term investments, and term deposits, as compared to $102.4 million in cash, cash equivalents and term deposits as of December 31, 2011. The decrease was mainly due to a $40.4 million net loss, a $14.8 million increase in accounts receivable, $11.0 million in repayment of bank borrowing, offset by $35.3 million in maturity of time deposits, $6.6 million of impairment of goodwill, and $29.6 million of impairment of intangible assets in 2012.

In the fourth quarter of 2012, the Company did not repurchase any shares.

Days' sales outstanding[2] ("DSO") were 180 days in the fourth quarter of 2012, a decrease of 26 days from 206 days in the prior quarter.



    [2] Calculated by dividing
     average accounts receivable,
     net of deferred revenue, by
     rolling gross revenues before
     business tax and related
     surcharges, and multiplying by
     360 days. Rolling gross
     revenues are for the 12 months
     ended December 31, 2012.

Employees

The Company's headcount increased to 6,085 as of December 31, 2012, which included 5,343 information technology (IT) professionals, versus 5,966 total employees and 5,230 IT professionals at the end of the third quarter. Of the IT professionals, EAS employee headcount numbered 2,289, and FIS employee headcount numbered 3,054.

Conference-Call Information

Camelot senior management will host a conference call at 8:00 a.m. (U.S. Eastern Daylight Time) / 5:00 a.m. (U.S. Pacific Daylight Time) / 8:00 p.m. (Beijing / Hong Kong time) on Friday, April 26 to discuss the Company's fourth-quarter and full-year 2012 financial results.

The conference call may be accessed by calling:



    US Toll free:                    (877) 474-9501

    US Toll / International:         (857) 244-7554

    Hong Kong toll free:             800.96.3844

    HK Toll:                         852.3002.1672

    UK toll free:                                                 08082347616

    UK toll:                         44.207.365.8426

    South China toll free /China
     Telecom:                                                 10 800 130 1713

    North China toll free /China
     Netcom:                                                  10 800 713 1756

    China toll:                                                 86 4008811630

    Taiwan toll free:                                             00801148420

Passcode: 72459964

Please dial in approximately 10 minutes before the scheduled time of the call.

A replay of the conference call may be accessed by phone at the following numbers until 11:59 p.m. Central China Time on May 3, 2013:



    US Toll free:                    (888) 286-8010

    US Toll / International:         (617) 801-6888

Passcode: 98510217

A live webcast of the conference call and recording of the conference call will be available on the investor relations page of Camelot's website at www.camelotchina.com.

USE OF NON-GAAP FINANCIAL MEASURES

To supplement the unaudited consolidated financial statements presented in accordance with U.S. GAAP, Camelot uses the non-GAAP ("adjusted") financial measures of gross profit and margin, operating expenses, operating income and margin, net income attributable to Camelot Information Systems Inc. and margin, and diluted earnings per share and diluted earnings per ADS, which are adjusted from results based on U.S. GAAP to exclude impairment of intangible assets, impairment of goodwill, share-based compensation, acquisition-related intangible amortization, and changes in fair value of contingent consideration. The non-GAAP financial measures are provided as additional information to help our investors compare business trends among different reporting periods on a consistent basis and to enhance investors' overall understanding of our current financial performance and prospects for the future. The non-GAAP financial measures should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for or superior to U.S. GAAP results. In addition, our calculation of the non-GAAP financial measures may differ from the calculations used by other companies, and therefore comparability may be limited.

STATEMENT REGARDING UNAUDITED FINANCIAL INFORMATION

The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company's year-end financial statements, which could result in significant differences from this unaudited financial information.

ABOUT CAMELOT INFORMATION SYSTEMS INC.

Camelot is a leading domestic provider of enterprise application services and financial industry information technology ("IT") services in China, focusing on the high end of the IT value chain. The Company is the largest domestic provider of SAP-based Enterprise Resource Planning services in China as measured by 2010 revenue and by the number of SAP consultants as of December 31, 2010. Camelot also ranked as number-one in the banking testing market in 2010, according to IDC. Camelot also operates in other areas of the Asia Pacific region, including Taiwan and Japan. The Company provides services to a wide range of industries, including financial services, resources and energy, manufacturing and automobile, technology, as well as telecommunication, media and education.

SAFE HARBOR

This press release contains statements that may constitute "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties that could cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company's growth strategies, the Company's ability to attract and retain skilled professionals, the market of IT services in China, the wages of IT professionals, the Company's ability to serve, retain, and attract customers. Further information regarding these and other risks is included in Camelot's filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. Camelot does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.


    Company Contacts:                          Investor Relations Contacts:

    Camelot Information Systems Inc.           CCG Investor Relations

    Mr. Franklin King, Interim Chief Financial
     Officer                                   Mr. Crocker Coulson, President

    Tel: +86 (10) 8201 9008                    Tel: +1 (646) 213-1915

    E-mail: investors@camelotchina.com         E-mail: crocker.coulson@ccgir.com






    Ms. Jojo Guo, Investor Relations Manager   Mr. John Harmon, CFA, Sr. Acct. Mgr.

    Tel: +1 (646) 371-6533                     Tel: +86 (10) 8573 1014 (Beijing)

    E-mail: investors@camelotchina.com         E-mail: john.harmon@ccgir.com

- financial tables follow -




                                                                   CAMELOT INFORMATION SYSTEMS INC.

                                                          Condensed Consolidated Balance Sheets (Unaudited)

                                                          (U.S. Dollars in Thousands, Except per Share Data)


                                                                                                                          December 31,  December 31,
                                                                                                                                   2012                  2011
                                                                                                                                   ----                  ----

    Assets

    Current assets

    Cash and cash equivalents                                                                                                   $84,463               $57,128

    Term deposits                                                                                                                 9,726                45,318

    Restricted cash                                                                                                               1,137                 4,626

    Short-term investments                                                                                                        1,284                     -

    Billed accounts receivable                                                                                                   45,279                47,834

    Unbilled accounts receivable                                                                                                105,240                87,212

    Other current assets                                                                                                         23,395                19,659
                                                                                                                                 ------                ------

    Total current assets                                                                                                        270,524               261,777

    Property and equipment, net                                                                                                   4,393                 4,673

    Goodwill and other intangible assets                                                                                         11,949                46,248

    Other long-term assets                                                                                                        2,062                 2,698


    Total assets                                                                                                               $288,928              $315,396
                                                                                                                               ========              ========


    Liabilities and equity

    Current liabilities

    Consideration payable in connection with business acquisition                                                                $2,992                $5,132

    Other current liabilities                                                                                                    79,877                71,099
                                                                                                                                 ------                ------

    Total current liabilities                                                                                                    82,869                76,231

    Contingent consideration in relation to acquisition                                                                               -                 2,822

    Other non-current liabilities                                                                                                 2,786                 4,255
                                                                                                                                  -----                 -----

    Total liabilities                                                                                                            85,655                83,308

    Equity (a)                                                                                                                  203,273               232,088
                                                                                                                                -------               -------

    Total liabilities and equity                                                                                               $288,928              $315,396
                                                                                                                               ========              ========



    Note:
    (a) As of December 31, 2012, there were 190,926,475 ordinary shares issued and 185,069,020 shares outstanding.

                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                    CAMELOT INFORMATION SYSTEMS INC.
                                                                                                                                                                                                                                                                                                                                            
                                                                                                              Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
                                                                                                                                                                                                                                                                                                                                            
                                                                                                                           (U.S. Dollars in Thousands, Except per Share Data)
                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                         
                                                                                                                                                                                                               Three Months Ended                        Twelve Months Ended
                                                                                                                                                                                                                  December 31,                               December 31,
                                                                                                                                                                                                                  ------------                               ------------
                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                              2012                                      2011                        2012                                           2011
                                                                                                                                                                                                                              ----                                      ----                        ----                                           ----
                                                                                                                                                                                                                                                                                                                                            
    Net revenues                                                                                                                                                                                                           $71,852                                   $59,690                    $254,063                                       $227,120
                                                                                                                                                                                                                                                                                                                                            
    Cost of revenues(1)(2)                                                                                                                                                                                                 (55,911)                                  (43,787)                   (192,034)                                      (167,520)
                                                                                                                                                                                                                           -------                                   -------                    --------                                       --------
                                                                                                                                                                                                                                                                                                                                            
    Gross profit                                                                                                                                                                                                            15,941                                    15,903                      62,029                                         59,600
                                                                                                                                                                                                                                                                                                                                            
    Selling and marketing(1)(2)                                                                                                                                                                                             (4,275)                                   (4,319)                    (15,409)                                       (20,263)
                                                                                                                                                                                                                                                                                                                                            
    General and administrative(1)(2)                                                                                                                                                                                       (18,695)                                  (12,212)                    (41,908)                                       (45,065)
                                                                                                                                                                                                                                                                                                                                            
    Research and development costs                                                                                                                                                                                          (2,711)                                   (2,348)                     (8,047)                                        (5,956)
                                                                                                                                                                                                                                                                                                                                            
    Changes in fair value of contingent consideration for acquisition                                                                                                                                                           38                                      (442)                       (170)                                        (1,669)
                                                                                                                                                                                                                                                                                                                                            
    Impairment of intangible assets                                                                                                                                                                                              -                                         -                      (6,610)                                        (8,552)
                                                                                                                                                                                                                                                                                                                                            
    Impairment of goodwill                                                                                                                                                                                                       -                                         -                     (29,597)                                       (21,457)
                                                                                                                                                                                                                               ---                                       ---                     -------                                        -------
                                                                                                                                                                                                                                                                                                                                            
    Total operating expense                                                                                                                                                                                                (25,643)                                  (19,321)                   (101,741)                                      (102,962)
                                                                                                                                                                                                                           -------                                   -------                    --------                                       --------
                                                                                                                                                                                                                                                                                                                                            
    Government subsidies                                                                                                                                                                                                       734                                       189                         742                                            255
                                                                                                                                                                                                                               ---                                       ---                         ---                                            ---
                                                                                                                                                                                                                                                                                                                                            
    Income (loss) from operations                                                                                                                                                                                           (8,968)                                   (3,229)                    (38,970)                                       (43,107)
                                                                                                                                                                                                                                                                                                                                            
    Interest expense                                                                                                                                                                                                           (15)                                     (189)                       (188)                                          (935)
                                                                                                                                                                                                                                                                                                                                            
    Interest income                                                                                                                                                                                                            167                                       476                         900                                          1,194
                                                                                                                                                                                                                               ---                                       ---                         ---                                          -----
                                                                                                                                                                                                                                                                                                                                            
    Income (loss) before provisions for income tax                                                                                                                                                                          (8,816)                                   (2,942)                    (38,258)                                       (42,848)
                                                                                                                                                                                                                            ------                                    ------                     -------                                        -------
                                                                                                                                                                                                                                                                                                                                            
    Income tax benefit(expense)                                                                                                                                                                                             (1,718)                                    3,283                      (2,144)                                         1,791
                                                                                                                                                                                                                            ------                                     -----                      ------                                          -----
                                                                                                                                                                                                                                                                                                                                            
    Net Income (Loss)                                                                                                                                                                                                      (10,534)                                      341                     (40,402)                                       (41,057)
                                                                                                                                                                                                                           -------                                       ---                     -------                                        -------
                                                                                                                                                                                                                                                                                                                                            
    Noncontrolling interest                                                                                                                                                                                                    (92)                                      120                        (144)                                           233
                                                                                                                                                                                                                               ---                                       ---                        ----                                            ---
                                                                                                                                                                                                                                                                                                                                            
    Net Loss attributable to Camelot Information Systems Inc.(3)                                                                                                                                                          ($10,626)                                     $461                    ($40,546)                                      ($40,824)
                                                                                                                                                                                                                          ========                                      ====                    ========                                       ========
                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                        
    Earnings per share
                                                                                                                                                                                                                                                                                                                                            
    Basic-ordinary shares                                                                                                                                                                                                   ($0.06)                                    $0.00                      ($0.23)                                        ($0.23)
                                                                                                                                                                                                                                                                                                                                            
    Diluted-ordinary shares                                                                                                                                                                                                 ($0.06)                                    $0.00                      ($0.23)                                        ($0.23)
                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                        
    Earnings per ADS
                                                                                                                                                                                                                                                                                                                                            
    Basic-ADSs                                                                                                                                                                                                              ($0.24)                                    $0.01                      ($0.91)                                        ($0.91)
                                                                                                                                                                                                                                                                                                                                            
    Diluted-ADSs                                                                                                                                                                                                            ($0.24)                                    $0.01                      ($0.91)                                        ($0.91)
                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                        
    Weighted average shares outstanding
                                                                                                                                                                                                                                                                                                                                            
    Basic-ordinary shares                                                                                                                                                                                              177,979,046                               177,212,430                 177,711,280                                    179,954,056
                                                                                                                                                                                                                                                                                                                                            
    Diluted-ordinary shares                                                                                                                                                                                            177,979,046                               185,938,452                 177,711,280                                    179,954,056
                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                        
    Weighted average ADSs outstanding
                                                                                                                                                                                                                                                                                                                                            
    Basic-ADSs                                                                                                                                                                                                          44,494,762                                44,303,108                  44,427,820                                     44,998,514
                                                                                                                                                                                                                                                                                                                                            
    Diluted-ADSs                                                                                                                                                                                                        44,494,762                                46,484,613                  44,427,820                                     44,998,514
                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                            
    Net Income (Loss)                                                                                                                                                                                                      (10,534)                                      341                     (40,402)                                       (41,057)
                                                                                                                                                                                                                                                                                                                                                        
    Other comprehensive income, net of tax:
                                                                                                                                                                                                                                                                                                                                            
    Change in cumulative foreign currency translation adjustments                                                                                                                                                            1,460                                     2,513                       2,153                                          8,229
                                                                                                                                                                                                                             -----                                     -----                       -----                                          -----
                                                                                                                                                                                                                                                                                                                                            
    Comprehensive loss                                                                                                                                                                                                     ($9,074)                                   $2,854                    ($38,249)                                      ($32,828)
                                                                                                                                                                                                                           =======                                    ======                    ========                                       ========
                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                            
    Less: comprehensive income(loss) attributable to the noncontrolling interest                                                                                                                                              (108)                                      114                        (173)                                           252
                                                                                                                                                                                                                              ----                                       ---                        ----                                            ---
                                                                                                                                                                                                                                                                                                                                            
    Comprehensive loss attributable to Camelot Information Systems Inc.                                                                                                                                                    ($9,182)                                   $2,968                    ($38,422)                                      ($32,576)
                                                                                                                                                                                                                           =======                                    ======                    ========                                       ========
                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                                              
    (1) Includes the following amounts of share-based compensation expenses for the periods indicated
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                               Three Months Ended   Twelve Months Ended
                                                                                                                                                                                                                  December 31,          December 31,
                                                                                                                                                                                                                  ------------          ------------
                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                              2012                 2011                 2012          2011
                                                                                                                                                                                                                              ----                 ----                 ----          ----
                                                                                                                                                                                                                                                                              
    Cost of revenues                                                                                                                                                                                                          $216                  $28                 $278        $1,463
                                                                                                                                                                                                                                                                              
    Selling and marketing                                                                                                                                                                                                      418                  825                2,043         7,427
                                                                                                                                                                                                                                                                              
    General and administrative                                                                                                                                                                                               1,209                  159                2,120        10,476
                                                                                                                                                                                                                             -----                  ---                -----        ------
                                                                                                                                                                                                                                                                              
    Total share-based compensation expenses                                                                                                                                                                                 $1,843               $1,012               $4,441       $19,366
                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                              
    (2) Includes the following amounts of amortization expense related to intangible assets acquired for business combination for the periods indicated
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                               Three Months Ended   Twelve Months Ended
                                                                                                                                                                                                                  December 31,          December 31,
                                                                                                                                                                                                                  ------------          ------------
                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                              2012                 2011                 2012          2011
                                                                                                                                                                                                                              ----                 ----                 ----          ----
                                                                                                                                                                                                                                                                              
    Cost of revenues                                                                                                                                                                                                           $32                 $211                 $127        $1,594
                                                                                                                                                                                                                                                                              
    Selling and marketing                                                                                                                                                                                                      331                  527                1,645         3,213
                                                                                                                                                                                                                                                                              
    General and administrative                                                                                                                                                                                                  72                   71                  285           278
                                                                                                                                                                                                                               ---                  ---                  ---           ---
                                                                                                                                                                                                                                                                              
    Total acquisition-related intangible amortization expenses                                                                                                                                                                $435                 $809               $2,057        $5,085
                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                              
    (3) The following table sets forth the reconciliation of our adjusted net loss attributable to Camelot Information Systems Inc. to the U.S. GAAP net loss attributable to Camelot Information Systems Inc.:
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                               Three Months Ended   Twelve Months Ended
                                                                                                                                                                                                                  December 31,          December 31,
                                                                                                                                                                                                                  ------------          ------------
                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                              2012                 2011                 2012          2011
                                                                                                                                                                                                                              ----                 ----                 ----          ----
                                                                                                                                                                                                                                                                              
    Net loss attributable to Camelot Information Systems Inc.                                                                                                                                                             ($10,626)                $461             ($40,546)     ($40,824)
     (U.S. GAAP)
                                                                                                                                                                                                                                                                              
    Share-based compensation                                                                                                                                                                                                 1,843                1,012                4,441        19,366
                                                                                                                                                                                                                                                                              
    Acquisition-related intangible amortization                                                                                                                                                                                435                  809                2,057         5,085
                                                                                                                                                                                                                                                                              
    Changes in fair value of contingent consideration                                                                                                                                                                          (38)                 442                  170         1,669
                                                                                                                                                                                                                                                                              
    Impairment of intangible assets                                                                                                                                                                                              -                    -                6,610         8,552
                                                                                                                                                                                                                                                                              
    Impairment of goodwill                                                                                                                                                                                                       -                    -               29,597        21,457
                                                                                                                                                                                                                                                                              
    Non-cash compensation expense                                                                                                                                                                                            3,908                    -                3,908             -
                                                                                                                                                                                                                             -----                  ---                -----           ---
                                                                                                                                                                                                                                                                              
    Total adjusted amounts                                                                                                                                                                                                   6,148                2,263               46,783        56,129
                                                                                                                                                                                                                             -----                -----               ------        ------
                                                                                                                                                                                                                                                                              
    Adjusted net income (loss) attributable to Camelot Information Systems Inc.                                                                                                                                            ($4,478)              $2,724               $6,237       $15,305
                                                                                                                                                                                                                           =======               ======               ======       =======


                                                                                                          CAMELOT INFORMATION SYSTEMS INC.

                                                                                             Condensed Consolidated Statements of Cash Flows (Unaudited)

                                                                                                             (U.S. Dollars in Thousands)


                                                                                                                                                         Three-Month Periods      Twelve-Month Periods
                                                                                                                                                         Ended December 31,       Ended December 31,
                                                                                                                                                         ------------------       ------------------

                                                                                                                                                                2012        2011       2012         2011

    Cash flow from operating activities:

    Net loss                                                                                                                                                ($10,534)       $341   ($40,402)    ($41,057)

    Adjustments to reconcile net loss to net cash provided by(used in) operating activities:

    Depreciation of property and equipment                                                                                                                       199         269        957        1,087

    One time gain from disposal 35% shares of dimension                                                                                                        3,908           -      3,908            -

    Amortization of intangible assets                                                                                                                            581         863      2,814        5,285

    Deferred income taxes                                                                                                                                       (190)     (1,934)      (903)      (4,060)

    Impairment of intangible assets                                                                                                                                -           -      6,610        8,552

    Impairment of goodwill                                                                                                                                         -           -     29,597       21,457

    Provision for account receivable                                                                                                                           1,839         518        778        3,235

    Provision for other current assets                                                                                                                             -      (1,231)       633            -

    Share-based compensation                                                                                                                                   1,843       1,011      4,441       19,366

    Gains on disposal of property and equipment                                                                                                                   27          11         52           20

    Change in fair value of contingent consideration for acquisition                                                                                             (38)        442        170        1,669

    Changes in operating assets and liabilities:

    Accounts receivable                                                                                                                                       10,978       8,872    (14,812)     (23,364)

    Other assets                                                                                                                                              (1,542)     (2,039)    (3,739)      (3,503)

    Accounts payable                                                                                                                                           2,764       1,678      1,093         (406)

    Other liabilities                                                                                                                                         17,622       4,839     14,427        6,918
                                                                                                                                                              ------       -----     ------        -----

    Net cash used in operating activities                                                                                                                     27,457      13,640      5,624       (4,801)
                                                                                                                                                              ------      ------      -----       ------


    Cash flow from investing activities:

    Purchase of term deposits                                                                                                                                 (4,664)    (10,342)   (28,900)     (44,785)

    Maturity of term deposits                                                                                                                                 18,996           -     64,227            -

    Restricted cash                                                                                                                                              594       8,003      3,518        2,743

    Repayment of loan to unrelated parties                                                                                                                         -          13          -           13

    Proceeds from disposal of property and equipment                                                                                                              16          11         24           29

    Purchase of property and equipment                                                                                                                          (146)       (203)      (668)        (867)

    Purchase of intangible assets and other asset                                                                                                              1,269          78     (1,304)           -

    Purchase of businesses, net of cash acquired                                                                                                                   -           -     (3,500)     (11,430)

    Net cash provided (used in) by investing activities                                                                                                       16,065      (2,440)    33,397      (54,297)
                                                                                                                                                              ------      ------     ------      -------


    Cash flow from financing activities:

    Proceeds from bank borrowing                                                                                                                                 331       1,373      3,212        9,205

    Repayment of bank borrowing                                                                                                                                 (437)     (8,472)   (10,998)     (12,230)

    Repurchase of ordinary shares                                                                                                                                  -           -          -      (14,415)

    Payment of professional fee related to initial public offering                                                                                                 -         558          -         (406)

    Payment of reimbursable issuance cost related to follow-on offering                                                                                            -        (969)         -         (694)

    Payment of contingent consideration and deferred consideration for business                                                                                    -      (1,188)    (5,100)      (7,961)
    acquisitions

    Proceeds from stock option exercises                                                                                                                           -          41          -        1,335

    Net cash used in financing activities                                                                                                                       (106)     (8,657)   (12,886)     (25,166)
                                                                                                                                                                ----      ------    -------      -------


    Effect of foreign exchange rate changes                                                                                                                      648         298      1,200        1,036


    Net increase (decrease) in cash and cash equivalents                                                                                                      44,064       2,841     27,335      (83,228)

    Cash and cash equivalents, beginning of period                                                                                                            40,399      54,287     57,128      140,356
                                                                                                                                                              ------      ------     ------      -------

    Cash and cash equivalents, end of period                                                                                                                 $84,463     $57,128    $84,463      $57,128
                                                                                                                                                             =======     =======    =======      =======



                                                                                                   CAMELOT INFORMATION SYSTEMS INC.

                                                                        Reconciliations of Adjusted Financial Measures to Comparable GAAP Measures (Unaudited)

                                                                                   (US Dollars in Thousands, Except per Share Data and Percentage)


                                Three Months Ended                Three Months Ended
                                 December 31, 2012                 December 31, 2011
                                 -----------------                 -----------------

                                       GAAP                           Adjustments                                           Adjusted                        GAAP                       Adjustments              Adjusted
                                       ----                           -----------                                           --------                        ----                       -----------              --------

    Cost of revenues                            $55,911                                 ($248) (a)                                     $55,663                    $43,787                             (239) (a)           $43,548

    Gross profit                                 15,941                                   248  (a)                                      16,189                     15,903                              239  (a)            16,142

    Operating expenses                           25,643                                (5,900) (a)                                      19,743                     19,321                           (2,024) (a)            17,297

    Operating income(loss)                       (8,968)                                6,148  (a)                                      (2,820)                    (3,229)                           2,263  (a)              (966)

    Net income(loss)                            (10,626)                                6,148  (a)(d)                                   (4,478)                       461                            2,263  (a)             2,724

    Net gross margin                               22.2%                                  0.3% (b)                                        22.5%                      26.6%                             0.4% (b)              27.0%

    Net operating margin                         (12.5%)                                  8.6% (a)                                       (3.9%)                     (5.4%)                             3.8% (a)             (1.6%)

    Net margin                                   (14.8%)                                  8.6% (a)                                       (6.2%)                       0.8%                             3.8% (a)               4.6%

    Diluted EPS                                  ($0.06)                                $0.03  (c)                                      ($0.03)                     $0.00                            $0.01  (c)             $0.01

    Diluted EPADS                                ($0.24)                                $0.14  (c)                                      ($0.10)                     $0.01                            $0.05  (c)             $0.06

                                Twelve Months Ended               Twelve Months Ended
                                 December 31, 2012                 December 31, 2011
                                 -----------------                 -----------------

                           GAAP                          Adjustments                                              Adjusted                      GAAP                       Adjustments                          Adjusted
                           ----                          -----------                                              --------                      ----                       -----------                          --------

    Cost of revenues                           $192,034                                 ($405) (a)                                    $191,629                   $167,520                          ($3,057) (a)          $164,463

    Gross profit                                 62,029                                   405  (a)                                      62,434                     59,600                            3,057  (a)            62,657

    Operating expenses                          101,741                               (46,378) (a)                                      55,363                    102,962                          (53,072) (a)            49,890

    Operating                                   (38,970)                               46,783  (a)                                       7,813                    (43,107)                          56,129  (a)            13,022
    income(loss)

    Net income(loss)                            (40,546)                               46,783  (a)(d)                                    6,237                    (40,824)                          56,129  (d)            15,305

    Net gross margin                               24.4%                                  0.2% (b)                                        24.6%                      26.2%                             1.3% (b)              27.5%

    Net operating margin                         (15.3%)                                 18.4% (a)                                         3.1%                    (19.0%)                            24.7% (a)               5.7%

    Net margin                                   (16.0%)                                 18.4% (a)                                         2.5%                    (18.0%)                            24.7% (a)               6.7%

    Diluted EPS                                  ($0.23)                                $0.26  (c)                                       $0.04                     ($0.23)                           $0,31  (c)             $0.09

    Diluted EPADS                                ($0.91)                                $1.05  (c)                                       $0.14                     ($0.91)                           $1.25  (c)             $0.34


    Notes:


    (a) The non-GAAP adjustments include share-based compensation expenses, amortization expense related to
    intangible assets acquired for business acquisition, changes in fair value of contingent consideration and impairment
    of goodwill and intangible assets, where were presented in the notes (1) and (2) below Condensed Consolidated
    Statements of Operations (Unaudited) for the reconciliation process


    (b) Adjustments to exclude acquisition-related intangible asset amortization expense and share-based compensation recorded in cost of sales of $248, $239, $405 and $3,057 for the three-month periods ended December 31, 2012
     and 2011, and the twelve-month periods ended December 31, 2012 and 2011, respectively.


    (c) Adjusted diluted EPS is computed by dividing adjusted net income attributable to Camelot Information Systems Inc. by the weighted average number of diluted ordinary shares outstanding used in computing the GAAP diluted
     EPS for the respective periods.


    (d) Net income refers to net income attributable to Camelot.


SOURCE Camelot Information Systems Inc.