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 May 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
May 15,
2006, IncrediMail Ltd. issued a press release announcing financial results
for
the first quarter ended March 31, 2006.
A
copy of
this press release is annexed hereto as Exhibit 1 and is incorporated herein
by
reference.
Exhibits
|
Exhibit
1
|
Press
Release, dated May 15, 2006, announcing financial results of IncrediMail
Ltd. for the first quarter ended March 31, 2006.
|
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.
|
||
| |
|
|
| Date: May 31, 2006 | By: /s/ Yaron Adler | |
|
Name: Yaron Adler |
||
|
Title:
Chief Executive Officer
|
||
Exhibit
Index
|
Exhibit
1
|
Press
Release, dated May 15, 2006, announcing financial results of IncrediMail
Ltd. for the first quarter March 31, 2006.
|
Exhibit
1
INCREDIMAIL
LTD. ANNOUNCES RECORD REVENUES AND
MAJOR
STRATEGIC PROGRESS FOR Q1 2006
-- US
Presence Initiated; Continuous Ramp-Up of Subscription Sales
--
Tel-Aviv,
Israel - May 15, 2006 -
IncrediMail Ltd. (NASDAQ: MAIL) today reported its financial results for the
first quarter ended March 31, 2006.
Financial
Results
Revenues
for the first quarter of 2006 reached a new record of $2.2 million, an increase
of 7% compared to $2.1 million recorded in the first quarter of 2005. Gross
margins for the quarter were 92%.
Net
income
on a GAAP (Generally Accepted Accounting Principles) basis for the first quarter
of 2006 was $0.6 million, or $0.06 per diluted share, compared with $1.0
million, or $0.13 per diluted share, for the first quarter of 2005.
Net
income
for the first quarter of 2006 included non-cash expenses of $0.3 million, $0.1
million in share-based employee compensation as required by the Company’s
implementation of accounting standard FAS 123(R), and $0.2 million toping off
severance and other salary based accruals. On a non-GAAP basis excluding these
non-cash expenses, net income for the first quarter of 2006 was $0.8 million,
or
$0.10 per diluted share.
Highlights
of the Quarter
| · |
Successful
IPO: in
January 2006, the Company carried out its IPO on the Nasdaq exchange,
raising $16.9 million, net. Expenses related to the offering totaled
$0.8
million, lower than expected.
|
| · |
Substantial
growth in user base: the
Company’s user base continued to grow at the rate of 1 million users per
month, reaching a total of over 65 million registered downloads and
over
10 million active users.
|
| · |
New
product launch: during
the quarter, the Company released the beta version of its Magentic
by IncrediMail desktop
enhancement product, significantly expanding the Company’s potential user
base.
|
| · |
U.S.
presence initiated: the
Company has engaged an accomplished Executive VP to spearhead the
ramp-up
of its sales, marketing and business development activities in the
U.S.
|
| · |
Ramp-up
of subscription revenues: during
the quarter, subscription revenues rose to 40% of sales compared
to 16% in
the first quarter of 2005, expanding the Company’s recurring revenue
base.
|
Comments
of Management
Commenting
on the news, Mr. Yaron Adler, IncrediMail’s CEO, said, “We are pleased to
kick-off 2006 with our highest revenues on record and strategic progress across
the board. As planned, the funds from our IPO are enabling us to expand our
investment in product development, sales, marketing and business development
-
all the areas that are critical for building the Company to the next level.
We
are excited to have begun establishing a strong U.S. presence, the first step
towards raising our profile and sales from this strategic region.
-1-
Exhibit
1
“During
the remainder of 2006, we plan to continue investing heavily in the full range
of company-building activities with a focus on expanding our subscription and
advertising revenues. With strong capital reserves, a motivated team, a growing
suite of superb products and over 65 million registered downloads, we are
working to realize the Company’s significant untapped revenue potential.”
The
Company will host a conference call to discuss the results for the first quarter
of 2006, at 4:30 PM EDST on Monday May 15, 2006. To participate, please call
(866) 249-6463 (U.S. toll-free number), or (303) 262-2193 (international
callers). A live web cast and 7-day archive of the call can be accessed at
www.actioncast.acttel.com
event ID
33840, or by calling toll-free from within the US (800) 405-2236, or from
outside the US by calling +1-303-590-3000, replay passcode 11060481.
This
press
release includes a financial measure defined as a non-GAAP financial measure
by
the Securities and Exchange Commission: adjusted net income. This measure may
be
different from non-GAAP financial measures used by other companies. The
presentation of this financial information is not intended to be considered
in
isolation or as a substitute for the financial information prepared and
presented in accordance with GAAP. Management believes that excluding the
non-cash stock based compensation adjusted net income provides meaningful
supplemental information that these numbers exclude.
About
IncrediMail Ltd.
IncrediMail
designs and markets a broad range of fun, easy-to-use consumer email products,
including the IncrediMail
Xe
(free)
and IncrediMail
Premium
(premium)
email packages;
IncrediMail Letter Creator
and
The
Gold Gallery personalization
packages; the new Magentic
desktop
enhancing solution; and the JunkFilter
Plus
anti-spam
service. With over 65 million registered downloads and 10 million active users,
IncrediMail generates revenues through licensing and co-branding of the
Incredi
brand,
and
through advertising and sponsored links. For more information about IncrediMail,
please 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. A more complete discussion of risks and uncertainties which
may
affect the accuracy of these statements and the Company's business generally
is
included in the Company's most recent Annual Report on Form 20-F as filed by
the
Company with the Securities and Exchange Commission.
For
more information, please contact:
BPC
Financial Marketing
John
Baldissera
1-800-368-1217
###
Tables
Follow ###
-2-
Exhibit
1
INCREDIMAIL LTD.
BALANCE
SHEETS
U.S.
dollars in thousands (except share and per share data)
|
December
31,
|
March
31,
|
||||||
|
2005
|
2006
|
||||||
|
ASSETS
|
unaudited
|
||||||
|
CURRENT
ASSETS:
|
|||||||
|
Cash
and cash equivalents
|
$
|
2,428
|
$
|
20,371
|
|||
|
Restricted
cash
|
30
|
30
|
|||||
|
Marketable
securities
|
2,458
|
2,430
|
|||||
|
Trade
receivables
|
1,814
|
1,458
|
|||||
|
Deferred
taxes
|
244
|
264
|
|||||
|
Other
receivables and prepaid expenses
|
68
|
340
|
|||||
|
Total
current assets
|
7,042
|
24,893
|
|||||
|
LONG-TERM
ASSETS:
|
|||||||
|
Severance
pay fund
|
349
|
382
|
|||||
|
Deferred
taxes
|
149
|
206
|
|||||
|
Long-term
deposits
|
154
|
159
|
|||||
|
Deferred
issuance costs
|
478
|
-
|
|||||
|
Property
and equipment, net
|
288
|
565
|
|||||
|
Total
long-term assets
|
1,418
|
1,312
|
|||||
|
Total
assets
|
$
|
8,460
|
$
|
26,205
|
|||
|
LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIENCY)
|
|||||||
|
CURRENT
LIABILITIES:
|
|||||||
|
Short-term
bank credit and current maturities of capital lease
obligations
|
$
|
4
|
$
|
2
|
|||
|
Trade
payables
|
114
|
337
|
|||||
|
Deferred
revenues
|
2,333
|
2,675
|
|||||
|
Accrued
expenses and other liabilities
|
1,625
|
1,866
|
|||||
|
Total
current liabilities
|
4,076
|
4,880
|
|||||
|
LONG-TERM
LIABILITIES:
|
|||||||
|
Deferred
revenues
|
961
|
997
|
|||||
|
Accrued
severance pay
|
428
|
589
|
|||||
|
Total
long-term liabilities
|
1,389
|
1,586
|
|||||
|
REDEEMABLE
CONVERTIBLE PREFERRED SHARES
|
3,030
|
-
|
|||||
|
SHAREHOLDERS'
EQUITY (DEFICIENCY)
|
(35
|
)
|
19,739
|
||||
|
Total
liabilities and shareholders' equity (deficiency)
|
$
|
8,460
|
$
|
26,205
|
|||
-3-
Exhibit
1
INCREDIMAIL LTD.
STATEMENTS
OF INCOME
U.S.
dollars in thousands (except per share data)
|
Quarter
ended March 31,
|
|||||||
|
2005
|
2006
|
||||||
|
unaudited
|
unaudited
|
||||||
|
Revenues
|
$
|
2,055
|
$
|
2,201
|
|||
|
Cost
of revenues
|
139
|
170
|
|||||
|
Gross
profit
|
1,916
|
2,031
|
|||||
|
Operating
expenses:
|
|||||||
|
Research
and development
|
388
|
620
|
|||||
|
Selling
and marketing, net
|
212
|
270
|
|||||
|
General
and administrative
|
218
|
602
|
|||||
|
Total
operating expenses
|
818
|
1,492
|
|||||
|
Operating
income
|
1,098
|
539
|
|||||
|
Financial
income, net
|
51
|
135
|
|||||
|
Income
before taxes on income
|
1,149
|
674
|
|||||
|
Taxes
on income
|
168
|
120
|
|||||
|
Net
income
|
$
|
981
|
$
|
554
|
|||
|
Net
earnings per Ordinary share:
|
|||||||
|
Basic
|
$
|
0.15
|
$
|
0.07
|
|||
|
Diluted
|
$
|
0.13
|
$
|
0.06
|
|||
|
Non-GAAP
adjustment:
|
|||||||
|
Stock
based compensation, net
|
23
|
$
|
62
|
||||
|
Toping
off severance and other salary based accruals
|
-
|
209
|
|||||
|
Non-GAAP
net income
|
$
|
1,004
|
$
|
825
|
|||
|
Non-GAAP
net earnings per share :
|
|||||||
|
Basic
|
$
|
0.16
|
$
|
0.10
|
|||
|
Diluted
|
$
|
0.14
|
$
|
0.10
|
|||
-4-