UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule
13a-16 or 15d-16
under the Securities
Exchange Act of 1934
For the month of April
2006
Commission File Number: 000-51694
|
IncrediMail Ltd. (Translation of registrant’s name into English) |
|
2 Kaufman Street, Tel-Aviv, Israel 68012 (Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
Incredimail Ltd.
On April 3, 2006, IncrediMail Ltd.
issued a press release announcing financial results for the year ended December 31, 2005.
A copy of this press release is annexed hereto as Exhibit 1 and is incorporated herein by
reference.
Exhibits
| Exhibit 1 | Press Release, dated April 3, 2006, announcing financial results of IncrediMail Ltd. for the year ended December 31, 2005. |
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.
| IncrediMail Ltd. BY: /s/ Yaron Adler —————————————— Yaron Adler Chief Executive Officer |
Date: April 4, 2006
Exhibit Index
| Exhibit 1 | Press Release, dated April 3, 2006, announcing financial results of IncrediMail Ltd. for the year ended December 31, 2005. |
Exhibit 1
INCREDIMAIL LTD.
ANNOUNCES 2005 RESULTS
REVENUES INCREASE 19%
Tel-Aviv, Israel - April 3, 2006 - IncrediMail Ltd. (NASDAQ: MAIL) today reported financial results for the year ended December 31, 2005.
The results for 2005 reflect the continued growth in recognized and deferred revenues. Recognized revenues increased by 19%, from $6.2 million in 2004 to $7.4 million in 2005. Recognized revenues, do not include most of the revenues from the JunkFilter Plus service introduced in July 2005, as these are deferred to and recognized in future periods. Deferred revenues more than doubled in 2005, reaching $3.3 million by year-end. The Company continues to focus its marketing efforts on the more lucrative subscription based revenues.
The Company had net income of $1.1 million, or $0.15 per share, for 2005. Net income is net of a one-time tax expense of $0.9 million, or $0.12 per share, diluted.
“The last quarter of 2005 met our expectations, with cash revenues for the quarter reaching $3.0 million, bringing our cash revenues for 2005 to $9.3 million. We believe that the recently introduced JunkFilter Plus and future products we plan on introducing shortly will continue to provide new and increasing revenues going forward,” said Yaron Adler, Chief Executive Officer of IncrediMail:
Additional Financial Highlights for 2005:
| - | Gross profit increased 19%, to $6.8 million, compared to $5.7 million in 2004, maintaining a 92% gross profit margin. |
| - | Our JunkFilter Plus service was introduced in July 2005 and we expect to release our IncrediDesktop product shortly. As a result, R&D expenses increased to $2 million in 2005, compared to $1.3 million in 2004. |
| - | Operating income in 2005 was 40% of revenues, increasing to $2.9 million, compared to $2.6 million in 2004. |
| - | Taxes on income in 2005 were $1.8 million, including a one-time tax of $0.9 million. The effective tax rate on continuing operations was 28.8%. |
| - | Cash flow from operations was $4.3 million in 2005, compared to $2.9 million in 2004. |
Yacov Kaufman, Chief Financial Officer, added, “2005 provided continued growth and solid results. While R&D and sales and marketing expense increased as a percentage of sales, and are expected to continue to grow in 2006, both as a percentage of sales and in absolute dollars, IncrediMail intends to manage these scalable costs, so that it remains profitable while investing in its future revenue growth. Our cash provided by operations, together with the $16 million in net proceeds from our recent IPO, provide sufficient liquidity and a solid basis for this growth.”
Mr. Adler concluded, “Our recent successful IPO will enable us to invest in growing our revenues far beyond the viral growth we experienced over the past few years. Although these investments are expected to have a negative effect on profit margins in 2006, we believe our investment in growing our revenues and the high margins inherent in our products and market, should cause margins to increase again in following periods.”
The Company will host a conference call to discuss the results for 2005, at 2:00 PM EDT on Tuesday April 4, 2006. To participate, call (800) 240-6709 (U.S. toll-free number), or (303) 262-2050 (international callers).
About IncrediMail Ltd.
IncrediMail designs and markets an integrated suite of customized and entertaining email software products for the consumer market, offering users the ability to design highly personalized email presentations, with our large collection of multimedia content for email communication. Our products include: IncrediMail Xe, which allows users to personalize email messages with creative features and is offered free of charge; IncrediMail Premium, an enhanced version of IncrediMail Xe; IncrediMail Letter Creator, which enables further personalization of backgrounds; The Gold Gallery, a content database of additional backgrounds, animations and notifiers, and JunkFilter Plus an anti-spam service. IncrediMail generates revenue by the sale of these products and services; licensing and co-branding the Incredi brand to operators of third party websites; and selling paid advertising and sponsored links on its website and email client. For more information about IncrediMail, visit www.incredimail-corp.com.
Forward Looking Statements
Statements made in this press release that are not historical facts, including IncrediMail’s ability to increase revenues, control expenses, maintain levels of profitability, establish and increase creativity and uniqueness and continually enhance its existing products and to develop and release new products, are forward-looking statements. These forward looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions about IncrediMail and the matters covered in this release. You should not place undue reliance on these statements. Actual events or results may differ materially. The forward-looking statements are made as of this date and IncrediMail does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may otherwise be required by applicable law. There is no assurance the Company will increase or even maintain its current level of revenues and profitability. The Company expects to file its Annual report on Form 20-F for the year ended December 31, 2005, which will include a discussion of the “Risk Factors” of the Company’s business and operations, with the Securities and Exchange Commission in the next several days.
For more information,
please contact:
BPC Financial Marketing
John Baldissera
1-800-368-1217
|
INCREDIMAIL LTD. BALANCE SHEETS |
| U.S. dollars in thousands (except share and per share data) |
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2004 |
2005 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 4,342 | $ | 2,428 | ||||
| Short-term bank deposits | 663 | - | ||||||
| Restricted cash | 31 | 30 | ||||||
| Marketable securities | 605 | 2,458 | ||||||
| Trade receivables | 1,704 | 1,814 | ||||||
| Deferred taxes | 239 | 244 | ||||||
| Other receivables and prepaid expenses | 16 | 68 | ||||||
| Total current assets | 7,600 | 7,042 | ||||||
| LONG-TERM ASSETS: | ||||||||
| Severance pay fund | 300 | 349 | ||||||
| Deferred taxes | 127 | 149 | ||||||
| Long-term deposits | 142 | 154 | ||||||
| Deferred issuance costs | - | 478 | ||||||
| Property and equipment, net | 95 | 288 | ||||||
| Total long-term assets | 664 | 1,418 | ||||||
| Total assets | $ | 8,264 | $ | 8,460 | ||||
|
INCREDIMAIL LTD. BALANCE SHEETS |
| U.S. dollars in thousands (except share and per share data) |
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2004 |
2005 | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short-term bank credit and current maturities of capital lease obligations | $ | 6 | $ | 4 | ||||
| Trade payables | 102 | 114 | ||||||
| Deferred revenues | 813 | 2,333 | ||||||
| Accrued expenses and other liabilities | 441 | 1,625 | ||||||
| Total current liabilities | 1,362 | 4,076 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Deferred revenues | 612 | 961 | ||||||
| Accrued severance pay | 369 | 428 | ||||||
| Capital lease obligations | 6 | - | ||||||
| Total long-term liabilities | 987 | 1,389 | ||||||
| COMMITMENTS AND CONTINGENT LIABILITIES (Note 6) | ||||||||
| REDEEMABLE CONVERTIBLE PREFERRED SHARES: | ||||||||
| Authorized: 809,500 at December 31, 2004 and 808,990 at December 31, 2005; | ||||||||
| Issued and outstanding: 46,956 shares at December 31, 2004 and 46,446 at | ||||||||
| December 31, 2005; Aggregate liquidation preference of | ||||||||
| approximately $ 4,088 at December 31, 2005 | 3,063 | 3,030 | ||||||
| SHAREHOLDERS' EQUITY (DEFICIENCY): | ||||||||
| Share capital- | ||||||||
| Ordinary shares of NIS 0.01 par value: | ||||||||
| Authorized: 14,191,010 shares at December 31, 2004 and 2005; Issued | ||||||||
| and outstanding: 4,621,940 and 5,108,720 shares at December 31, 2004 | ||||||||
| and 2005, respectively | 11 | 12 | ||||||
| Additional paid-in capital | 1,118 | 1,154 | ||||||
| Deferred stock compensation | (427 | ) | (257 | ) | ||||
| Accumulated other comprehensive income | 26 | 78 | ||||||
| Retained earnings (accumulated deficit) | 2,124 | (1,022 | ) | |||||
| Total shareholders' equity (deficiency) | 2,852 | (35 | ) | |||||
| Total liabilities and shareholders' equity (deficiency) | $ | 8,264 | $ | 8,460 | ||||
|
INCREDIMAIL LTD. STATEMENTS OF INCOME |
| U.S. dollars in thousands (except per share data) |
| Year ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 |
2004 |
2005 | |||||||||
| Revenues | $ | 5,160 | $ | 6,208 | $ | 7,402 | |||||
| Cost of revenues | 362 | 473 | 570 | ||||||||
| Gross profit | 4,798 | 5,735 | 6,832 | ||||||||
| Operating expenses: | |||||||||||
| Research and development | 1,319 | 1,321 | 2,040 | ||||||||
| Selling and marketing, net | 688 | 576 | 925 | ||||||||
| General and administrative | 601 | 1,271 | 922 | ||||||||
| Total operating expenses | 2,608 | 3,168 | 3,887 | ||||||||
| Operating income | 2,190 | 2,567 | 2,945 | ||||||||
| Financial income (expenses), net | 49 | 75 | (14 | ) | |||||||
| Income before taxes on income | 2,239 | 2,642 | 2,931 | ||||||||
| Taxes on income (tax benefit) | (114 | ) | (154 | ) | 845 | ||||||
| Tax expense in respect of dividend paid out of tax exempt | |||||||||||
| income | - | - | 937 | ||||||||
| Net income | $ | 2,353 | $ | 2,796 | $ | 1,149 | |||||
| Net earnings per Ordinary share: | |||||||||||
| Basic | $ | 0.37 | $ | 0.44 | $ | 0.17 | |||||
| Diluted | $ | 0.33 | $ | 0.39 | $ | 0.16 | |||||
| Pro forma net earnings per Ordinary share: | |||||||||||
| Basic | $ | 0.16 | |||||||||
| Diluted | $ | 0.15 | |||||||||