-----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, I2AK7a3lfEfF1VLDIxlRuHl1S6U7JQsOBr/Sh16pGh9rywCFRwi/r4NTeQaCe9UH +LBPRL/G3IdaC4aWF57u9g== 0000930413-02-000953.txt : 20020415 0000930413-02-000953.hdr.sgml : 20020415 ACCESSION NUMBER: 0000930413-02-000953 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020228 FILED AS OF DATE: 20020319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAPIENS INTERNATIONAL CORP N V CENTRAL INDEX KEY: 0000885740 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: P8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20181 FILM NUMBER: 02578501 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 c23693_6k.txt FORM 6-K 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 FEBRUARY 2002 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 --- --- [Logo Omitted] FOR ADDITIONAL INFORMATION Yuval Hadari Itzick Sharir Chief Financial Officer Chief Executive Officer Sapiens International Sapiens International Tel: +1-877-554-2426 Tel: +44-1895-464 225 +972-8-938-2721 E-mail: yuval.h@sapiens.com E-mail: itzick.s@sapiens.com ------------------- -------------------- SAPIENS ANNOUNCES Q4 AND YEAR-END RESULTS - BACK TO PROFITABILITY COMPANY REPORTS SECOND CONSECUTIVE QUARTER OF POSITIVE CASH FLOW AND FOURTH CONSECUTIVE QUARTER OF GROSS MARGIN IMPROVEMENT Research Triangle Park, N.C.--February 12, 2001--Sapiens International Corporation N.V. (NASDAQ: SPNS) today announced its unaudited results of operations for the fourth quarter and the audited results for the year ended December 31, 2001. Revenues in the fourth quarter totaled $17.5 million, representing a 51% increase over the same period in 2000 and a continued 9% rise over the third quarter of 2001. Further improvements in product mix, project delivery and resource utilization contributed to a further increase in the gross profit margin to 40.3% compared to a negative 27% in the same quarter in 2000 and 34% in the third quarter of this year. Operating profit was restored in Q4 2001, amounting to $1.0 million, compared with operating losses of $27.3 million in the final quarter of 2000 and operating losses of $1.3 million in Q3 2001. The return to operating profitability is largely the result of continued stringent cost-control measures implemented by management during the past 12 months. These measures are reflected by the continued decrease in operating expenses, which were reduced to $6.0 million compared with $24.1 million in Q4 2000 and $6.7 million in Q3 of this year. The Company achieved net profit of $0.2 million in Q4 2001 compared with a net loss of $27.7 million in the fourth quarter of 2000 and continued improvement over a net loss of $2.5 million in the third quarter of this year. On an annual basis, total revenues for 2001 decreased to $63.4 million from $72.7 million in 2000 due to the very difficult starting point following the last quarter of 2000. However, operating expenses were reduced to $33.2 million in 2001 from $59.6 million in 2000. The outcome is that the operating loss for 2001 decreased to $13.4 million from $39.0 million in 2000 and the net loss for 2001 decreased to $18.0 million from $38.1 million in 2000. SEQUENTIAL IMPROVEMENT IN KEY FINANCIAL INDICATORS - -------------------------------------------------------------------------------- ($M) Q4 2001 Q3 2001 Q2 2001 Q1 2001 Q4 2000 - -------------------------------------------------------------------------------- Revenues 17.5 16.0 15.8 14.1 11.6 - -------------------------------------------------------------------------------- Gross profit margin 40.3% 34% 29.6% 19% (27%) - -------------------------------------------------------------------------------- Operating profit (losses) 1.0 (1.3) (4.7) (8.4) (27.3) - -------------------------------------------------------------------------------- Net profit (losses) 0.2 (2.5) (5.8) (9.8) (27.7) - -------------------------------------------------------------------------------- PAGE 2 ITZICK SHARIR, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF SAPIENS, COMMENTED: "The improved performance reflected in the results of Q4 is the culmination of our recovery efforts made throughout the year on all levels. At the start of 2001, we set for ourselves an ambitious goal of returning to profitability by Q4 of 2001. I am proud to say that we have achieved that goal - and other key milestones - in a year marked by continued turbulence in the technology sector worldwide. Our success in 2001 was twofold: First and foremost, we restored our customers' confidence and, as a result, gradually increased order entry and revenues. In parallel, we implemented a strong adjustment of the Company's cost structure based primarily on reducing headcount and associated costs and streamlining our operations to achieve maximum efficiencies. I am proud of our achievements in 2001 and thank our customers, shareholders and employees for their support and hard work. "Going forward in 2002, our energies and attention are shifting to growing our order entry and revenues coupled with continued improvement in gross profit margins. With our improved organizational and project delivery capabilities, we are confident in our ability to attract large-scale solution projects. We plan to allocate additional resources in the areas of marketing and solution development to support our future plans. "Longer-term, we are now implementing a more focused business strategy by which to raise Sapiens to a position of global leadership in delivering strategic, cost-effective business software solutions to the Insurance Industry. We believe this objective is well within reach given our understanding of the business processes and IT needs of the insurance industry and our ability to design flexible insurance business frameworks based on our technologies. "Our commitment to uncompromising quality and service to our customers remains the cornerstone of our business mission." ABOUT SAPIENS Sapiens International Corporation (NASDAQ: SPNS) is a global provider of cost-effective business software solutions that are deployed rapidly and support our clients' core business processes. Our solutions, which are installed at hundreds of our customers worldwide, accelerate business solution development, legacy lifecycle management and application maintenance. We have accumulated expertise in serving more than 50 customers in the Insurance and Financial Services industries, and our understanding of their business processes and IT needs has naturally evolved into an area of strategic vertical focus. The cornerstone of our solution offerings is Sapiens eMerge(TM) - our rich technology heritage - that has evolved and matured over the course of thousandS of man-years of research and development efforts. Our installed base of customers includes 3M, AXA Insurance, Argos, Honda, IBM, Liverpool Victoria Insurance, Panasonic UK, Principal Financial, Prudential, Siemens Energy and Automation and other multinational corporations. You are invited to visit us on the World Wide Web at http://www.sapiens.com. # # # PAGE 3 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 4 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 year ended --------------------------- -------------------------- 12/31/2001 12/31/2000 12/31/2001 12/31/2000 ----------- ----------- ---------- ---------- (Unaudited) (Unaudited) (Audited) (Audited) REVENUES Products $ 8,558 $ 3,746 $ 27,876 $ 38,403 Consulting and other services 8,920 7,813 35,559 34,341 -------- -------- -------- -------- Total revenues 17,478 11,559 63,435 72,744 -------- -------- -------- -------- COST OF REVENUES Products 5,043 8,043 20,358 25,737 Consulting and other services 5,396 6,633 23,212 26,414 -------- -------- -------- -------- Total cost of revenues 10,439 14,676 43,570 52,151 -------- -------- -------- -------- GROSS PROFIT 7,039 (3,117) 19,865 20,593 EXPENSES Research and development, net 864 3,653 4,501 9,101 Selling, general and administrative 4,871 16,396 27,380 45,576 Amortization of goodwill 286 1,345 278 1,106 Merger costs -- 1,252 -- 1,252 Restructuring expenses -- 2,558 -- 2,558 -------- -------- -------- -------- OPERATING INCOME/(LOSS) 1,018 (27,254) (13,361) (39,000) Financial income/(expenses), net (206) (261) (3,187) (632) Other income/(expenses), net (b) (636) (182) (1,422) 1,546 -------- -------- -------- -------- NET INCOME/(LOSS) $ 176 $(27,697) $(17,970) $(38,086) ======== ======== ======== ======== Preferred stock dividend -- -- -- (107) -------- -------- -------- -------- Net income/(loss) to common shareholders $ 176 $(27,697) $(17,970) $(38,193) ======== ======== ======== ======== Basic earnings/(loss) per share $ 0.00 $ (1.20) $ (0.78) $ (1.69) ======== ======== ======== ======== Diluted earnings/(loss) per share $ 0.00 $ (1.20) $ (0.78) $ (1.69) ======== ======== ======== ========
Note a: Certain prior year's amounts have been reclassified to conform with current year presentation. b: Includes other expenses, taxes and minority interest PAGE 5 SAPIENS INTERNATIONAL CORPORATION N.V. Condensed Consolidated Balance Sheets (U.S. Dollars in thousands) 12/31/2001 12/31/2000 ---------- ---------- (Audited) (Audited) ASSETS Cash $18,587 $17,038 Short-term investments 50 2,872 ------- ------- 18,637 19,910 Trade receivables 17,563 31,663 Other current assets 7,713 7,084 ------ ------- TOTAL CURRENT ASSETS 43,284 59,286 ------- ------- Property and equipment, net 4,097 6,707 Other assets 23,082 26,407 ------- ------- TOTAL ASSETS $70,463 $92,400 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Short-term loans and current maturities of long-term debt $16,454 $16,981 Trade payables 3,242 6,112 Other liabilities and accrued expenses 20,318 25,131 Deferred revenue 1,633 3,172 ------- ------- TOTAL CURRENT LIABILITIES 41,647 51,396 ------- ------- Long-term debt and other liabilities 7,433 7,365 Redeemable shares in a subsidiary 10,711 14,675 Shareholders' equity 10,740 18,896 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $70,463 $92,400 ======= ======= Note: Certain prior year's amounts have been reclassified to conform with current year presentation # # # 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: February 28, 2002 By: --------------------------- Steve Kronengold General Counsel -----END PRIVACY-ENHANCED MESSAGE-----