-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MVAWxFtIP+R+h4l8ptMSo+v0HgrwndYgwrsg9m2989AwxABZUT97kl0fMvZCHpiQ wyYH9TGKcBIVPDdn0X9WOQ== 0000889812-99-003170.txt : 19991103 0000889812-99-003170.hdr.sgml : 19991103 ACCESSION NUMBER: 0000889812-99-003170 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991031 FILED AS OF DATE: 19991102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAPIENS INTERNATIONAL CORP N V CENTRAL INDEX KEY: 0000885740 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: P8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 001-15099 FILM NUMBER: 99739172 BUSINESS ADDRESS: STREET 1: KAYA RICHARD J BEAUJON STREET 2: WILLEMSTAD CURACAO NETHERLANDS CITY: CURACAO NETHERLANDS STATE: P8 BUSINESS PHONE: 97289382777 MAIL ADDRESS: STREET 1: P O BOX 2211 STREET 2: REHOVOT ISRAEL 76120 CITY: REHOVOT STATE: L3 6-K 1 REPORT OF FOREIGN ISSUER ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of October 1999 Sapiens International Corporation N.V. (translation of registrant's name into English) c/o Landhuis Joonchi Kaya Richard J. Beaujon z/n P.O. Box 837 Willemstad Curacao, Netherlands Antilles (599) (9) 7366277 (address of principal executive offices) [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F] Form 20-F X Form 40-F --- --- [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934] Yes No X --- --- ================================================================================ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Sapiens International Corporation N.V. (Registrant) Date: October 31, 1999 By: /s/ Steve Kronengold ---------------------------- Steve Kronengold General Counsel [SAPIENS LOGO] FOR ADDITIONAL INFORMATION Lauri Hanover John W. Heilshorn, Jr./Jody Burfening Chief Financial Officer Lippert/Heilshorn & Sapiens International Associates Inc. Tel: +1-877-554-2426 Tel: +1-212- 838-3777 +972-8-938-2701 E-mail: lauri.h@sapiens.com E-mail: jody@lhai.com SAPIENS INTERNATIONAL ANNOUNCES THIRD QUARTER RESULTS Sapiens Continues to Report Record Revenues Research Triangle Park, N.C.--October 27, 1999 --SAPIENS INTERNATIONAL CORPORATION N.V. (NASDAQ: SPNS), a leading global information technology solutions provider, today announced unaudited results of operations for the third quarter and nine months ended September 30, 1999. Revenues for the third quarter of 1999 increased by 24% to $23.4 million compared with $18.9 million for the same period in 1998. Gross profit rose 20% to $11.4 million from $9.5 million in the third quarter last year. Operating income rose to $3.3 million in the third quarter, an increase of 36% from $2.4 million in the same period last year. Net income rose 50% to $3.9 million, or $0.16 per share on a diluted basis, compared with $2.6 million, or $0.12 per share on a diluted basis, in the third quarter of 1998. Revenues for the nine months ended September 30, 1999 were $67.0 million, up 36% from $49.3 million in 1998. Gross profit rose 33% to $34.0 million from $25.6 million in the comparable period last year. Operating income was $9.8 million, up 60% from $6.1 million in the first nine months of 1998. Net income increased 70% to $10.6 million, or $0.43 per share on a diluted basis, from $6.2 million, or $0.27 per share on a diluted basis, in the same period last year. Commenting on the results, Ron Zuckerman, Chief Executive Officer said, "We are pleased to report continued growth, despite the generally weak market conditions that have affected many players in the industry. This growth is being fueled by the strength of Sapiens EuroMigration(TM), which is widely recognized as the `best-of-breed' solution in the marketplace. While the vast majority of European organizations will address the euro challenge only after putting the Y2K issue behind them, some large companies such as 3M, with whom we recently signed an 11 million euro pan-European project, are already moving ahead. "We are equally excited about Sapiens eMerge(TM), our e-business solution for large organizations. Industry analysts and prospective customers in both the U.S. and Europe have lauded our eMerge offering. Our Legacy Adapter(TM), a key technology component of eMerge, is now under evaluation by several beta customers. We are also in the process of identifying strategic partners and building the organizational infrastructure that will be the platform for our growth in this dynamic marketplace." Page 2 About Sapiens Sapiens International (NASDAQ:SPNS) is a leading global IT solutions provider. Sapiens delivers large-scale end-to-end solutions that enable customers to capitalize on their legacy assets. Sapiens' vertical market frameworks and cross-industry offerings apply new business models and processes in the emerging, dynamic world of e-business, and help clients meet the challenges of euro migration and reengineering. Applying proven technologies, Sapiens ensures fast time-to-market and responsiveness to change. Sapiens serves its growing customer base directly and through partnerships with such industry leaders as IBM and CA. The Company's installed base of customers includes 3M, AGF/SI, Berlinische Lieben, Greyhound Pioneer Australia, Guardian Royal Exchange, Honda, IBM, International Paper, La Redoute, Principal Financial, Siemens Energy and Automation and other multinational corporations. You are invited to visit us on the World Wide Web at http://www.sapiens.com. # # # Except for historical information contained herein, the matters set forth in this release are forward-looking statements that are dependent on certain risks and uncertainties, including such factors, among others, as market acceptance, market demand, pricing, changing regulatory environment, changing economic conditions, risks in new product and service development, the effect of the company's accounting policies and other risk factors detailed in the Company's SEC filings. Page 3 SAPIENS INTERNATIONAL CORPORATION N.V. Condensed Consolidated Statements of Income (U.S. Dollars in thousands, except per share amounts)
For the three months ended For the nine months ended --------------------------- ------------------------- 9/30/99 9/30/98 9/30/99 9/30/98 -------- -------- -------- -------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues Products $ 12,008 $ 9,093 $ 33,218 $ 25,224 Consulting and other services 11,402 9,782 33,820 24,122 -------- -------- -------- -------- Total revenues 23,410 18,875 67,038 49,346 -------- -------- -------- -------- Cost of revenues Products 4,251 3,245 11,869 8,717 Consulting and other services 7,717 6,128 21,206 15,034 -------- -------- -------- -------- Total cost of revenues 11,968 9,373 33,075 23,751 -------- -------- -------- -------- Gross Profit 11,442 9,502 33,963 25,595 Expenses Research and development, net 1,264 1,054 3,740 2,975 Selling, general and administrative 6,628 5,964 19,803 16,356 Amortization of goodwill 284 81 574 121 -------- -------- -------- -------- Operating Income 3,266 2,403 9,846 6,143 Financial income/(expenses), net 71 213 432 298 Other income/(expenses), net (a) 523 (41) 335 (197) -------- -------- -------- -------- Net Income $ 3,860 $ 2,575 $ 10,613 $ 6,244 ======== ======== ======== ======== Preferred stock dividend (b,c) (105) (124) (315) (533) -------- -------- -------- -------- Net income to common shareholders $ 3,755 $ 2,451 $ 10,298 $ 5,711 ======== ======== ======== ======== Basic earnings per share $ 0.18 $ 0.13 $ 0.50 $ 0.30 ======== ======== ======== ======== Diluted earnings per share $ 0.16 $ 0.12 $ 0.43 $ 0.27 ======== ======== ======== ======== Weighted average shares used to compute: Basic earnings per share 20,991 18,963 20,692 18,752 Diluted earnings per share 24,705 21,071 24,374 21,162
Note: a: Includes other expenses, taxes and minority interest b: For the computation of basic earnings per share, net income is reduced by dividends to preferred stockholders and by the discount to the market price on the conversion to common stock given to preferred stockholders c: For the computation of diluted earnings per share in 1999, net income is not reduced by the preferred stock dividend. Page 4 SAPIENS INTERNATIONAL CORPORATION N.V. Condensed Consolidated Balance Sheets (U.S. Dollars in thousands)
9/30/99 12/31/98 ----------- --------- (Unaudited) (Audited) Assets Cash $12,382 $20,222 Short-term investments 13,202 12,826 ------- ------- 25,584 33,048 Trade receivables 29,385 16,351 Other receivables and prepaid expenses 8,694 4,180 ------- ------- Total current assets 63,663 53,579 ------- ------- Property and equipment, net 5,101 5,068 Goodwill, net 10,740 3,077 Other assets 12,557 11,600 ------- ------- Total assets $92,061 $73,324 ======= ======= Liabilities and shareholders' equity Short-term loans $ 7,812 $ 5,182 Current maturities of long-term debt (b) 8,222 8,835 Trade payables 3,561 3,092 Other liabilities and accrued expenses 13,488 12,401 Deferred revenue 3,102 3,041 ------- ------- Total current liabilities 36,185 32,551 ------- ------- Long-term debt and other liabilities 8,305 7,658 Shareholders' equity 47,571 33,115 ------- ------- Total liabilities and shareholders' equity $92,061 $73,324 ======= =======
Note a: Certain prior year's amounts have been reclassified to conform with current year presentation b: Including New Notes and related interest due in the amount of $8,144 and $8,743 for September 30, 1999 and December 31, 1998, respectively. ### [SAPIENS LOGO] FOR ADDITIONAL INFORMATION Lauri Hanover John W. Heilshorn, Jr./Jody Burfening Chief Financial Officer Lippert/Heilshorn & Sapiens International Associates Inc. Tel: +1-877-554-2426 Tel: +1-212- 838-3777 +972-8-938-2701 E-mail: lauri.h@sapiens.com E-mail: jody@lhai.com 3M SELECTS SAPIENS FOR PAN-EUROPEAN EURO-TRANSITION PROJECT VALUED AT 11 MILLION EURO Research Triangle Park, NC - October 7, 1999 - Sapiens International Corporation N.V. (NASDAQ: SPNS) today announced that 3M (NYSE: MMM), a global leader in the consumer, office, healthcare and other major markets, has awarded Sapiens an 11 million euro project to manage the changeover to the single European currency for 3M's operations in Austria, Belgium, Finland, France, Germany, Holland, Ireland, Italy, Portugal and Spain. Sapiens will also build a central European repository, which will be instrumental in the euro transition project while providing the basis for further application development efforts. The pan-European project follows the successful completion of a pilot project for 3M France, where Sapiens is currently engaged in full-scale euro currency migration efforts. The entire project, including the project already underway in France, is scheduled for completion by June 2002. The various phases of the project include mapping and impact analysis of 3M's applications followed by the euro currency migration of all system components. Sapiens will employ its EuroMigration(TM) solution including the Euro-Virtual-Machine(TM) and Euro Configuration Repository (ECR) technologies. Sapiens will manage the project at the various customer sites with the assistance of its international support facilities. Commenting on the project, Andy Croft, Application Development Manager of 3M Europe, said: "We have chosen Sapiens as our vendor in the euro transition effort after a review of competing solutions and methodologies. We were particularly impressed with the innovative approach of the Sapiens team and their proven ability to implement an efficient, comprehensive solution to the euro conversion challenge. Their understanding of the business implications of the euro transition, coupled with the Sapiens euro transition technology, gives us the confidence that we need as we embark on this major project." Mr. Ron Zuckerman, Chief Executive Officer of Sapiens, added: "We are delighted to have the opportunity to work with 3M, one of the world's leading multinational corporations, on this strategic, pan-European project. As a leader in the euro transition marketplace, we are committed to 3M's notion of `leading through innovation' and will continue to expend every effort to provide the very best of service to our customers." About Sapiens Sapiens is a leading provider of enterprise-wide solutions for the rapid development of scalable, mission-critical software applications. The Company provides comprehensive software solutions that substantially improve software developer productivity, reduce the cost of building and maintaining software applications, and preserve investment in legacy systems. These solutions integrate the Company's core rules-based, object-oriented technology, efficient rapid application development (RAD) methodology, and comprehensive consulting expertise. The Company's solutions also are targeted at specialized software redevelopment problems, such as the adoption of a single European currency. # # # Except for historical information contained herein, the matters set forth in this release are forward-looking statements that are dependent on certain risks and uncertainties, including such factors, among others, as market acceptance, market demand, pricing, changing regulatory environment, changing economic conditions, risks in new product and service development, the effect of the company's accounting policies and other risk factors detailed in the Company's SEC filings. -----END PRIVACY-ENHANCED MESSAGE-----