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 November 2009
Commission File Number: 000-51694
IncrediMail Ltd.
(Translation of registrant’s name into English)
4 HaNechoshet St., Tel-Aviv, Israel 69710
(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 November 12, 2009, the registrant issued a press release announcing its financial results for the quarter ended September 30, 2009. A copy of the press release is annexed hereto as Exhibit 1 and is incorporated herein by reference.
This Form 6-K is hereby incorporated by reference into IncrediMail Ltd.‘s Registration Statements on Form S-8 (Registration Nos. 333-152010 and 333-133968).
Exhibits
| Exhibit 1 | Press release dated November 12, 2009, announcing the financial results of the registrant, for the quarter ended September 30, 2009. |
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/ Yacov Kaufman —————————————— Yacov Kaufman Chief Financial Officer |
Date: November 12, 2009
Exhibit 1
INCREDIMAIL REPORTS $6.6 MILLION REVENUES, $3.3 MILLION EBITDA AND $2.1
MILLION NET INCOME IN THIRD QUARTER OF 2009
Net Income first nine months of 2009 $5.9 Million
TEL AVIV, ISRAEL – November 12, 2009 – IncrediMail Ltd. (NASDAQ: MAIL, www.incredimail-corp.com), an Internet company, today reported financial results for the third quarter ended September 30, 2009.
Total revenue for the third quarter of 2009 rose $0.7 million, or 13%, to $6.6 million, from $5.9 million in the same quarter in 2008. Net income for the third quarter of 2009 was $2.1 million, compared to $0.1 million same third quarter last year, with earnings per diluted share of $0.21 compared to $0.01 in the third quarter last year.
In the first nine months of 2009, revenues were $19.7 million, increasing 25%, from $15.8 million in the same period last year. Net income in the first nine months of 2009 was $5.9 million, or $0.63 per diluted share, compared to net income of $48 thousand in the first nine months of 2008.
Commenting on the results, Mr. Ofer Adler, IncrediMail’s CEO, said, “Traditionally consumers spend less time in front of their computers in the summer months, despite this we yet again succeeded in achieving revenues higher than the prior winter months. This is primarily attributable to our continued success in growing search generated revenues, with our users currently driving searches through 4 different product offerings; IncrediMail, HiYo, Magentic and IncrediGames.”
Gross profit increased 16% to $6.2 million in the third quarter of 2009, from $5.4 million in the third quarter last year, as a result of the higher revenues and an increase in gross profit margin to 94%, from 92% in the third quarter of 2008. The increased profitability was due to the growing portion of search related revenues, which have no associated direct costs, and accounted for over 75% of revenues this quarter.
Total operating expenses for the third quarter of 2009 were $3.3 million, down $1.5 million, or 31%, from the third quarter of 2008.
R&D expenses decreased 17%, to $1.6 million in the third quarter of 2009 from $1.9 million in the same quarter last year. Sales and Marketing expenses were $1.2 million in the third quarter of 2009, decreasing by $0.9 million, or 42%. These decreases were primarily a result of a decrease in customer acquisition expenses that had increased in 2008 to achieve HiYo market penetration, as well as the successful reorganization and shifting focus towards search related revenues.
In the third quarter of 2009, EBITDA was $3.3 million, a robust 50% of revenues, and in the first nine months of 2009 it was $9.6 million, or 49% of revenues. Operating income in the first nine months of 2009 was $8.5 million, compared to $0.3 million in the first nine months of 2008.
Taxes on income in the third quarter of 2009 were $0.9 million, representing an effective tax rate of approximately 31% for the quarter of 2009. This reflects the Company’s decision to institute a dividend policy beginning 2009 and as a result forgo some of its Israeli tax benefits.
“As we continue to grow our revenues, we have been consistently successful in controlling costs, enabling us to generate EBITDA of $9.6 million in the first nine months of 2009, at a rate of 49% of revenues. During this quarter we have seen the successful launch of our IncrediMail 2 product, and we expect this and other products and initiatives, which we plan to introduce in the fourth quarter, will assist us in achieving the goals we’ve set out for 2009,” concluded Mr. Ofer Adler.
Conference Call
IncrediMail will host a conference
call to discuss the results today, November 12th at 9:30 AM EDT (16:30 PM
Israel Time). We invite all those interested in participating in the call to dial
1-(888)-668-9141. Callers from Israel may access the call by dialing (03) 918-0650.
Participants may also access a live webcast of the conference call through the Investor
Relations section of IncrediMail’s website at www.incredimail-corp.com. The webcast
will be archived on the company’s website for seven days.
About IncrediMail Ltd.
IncrediMail Ltd. (NASDAQ: MAIL) is an
internet company that develops customized, downloadable graphic consumer applications used
to generate search related revenues and designs, markets and delivers high end personal
desktop software. The company’s award winning e-mail client product, IncrediMail
Premium, is sold in over 100 countries in 10 different languages. Other products
include, HiYo a graphic add-on to instant messaging software, Magentic, a
wallpaper and screensaver software, and PhotoJoy, software for presenting digital
personal photos.
Non-GAAP measures
Use of Non-GAAP Financial
Information – In addition to reporting financial results in accordance with generally
accepted accounting principles, or GAAP, IncrediMail uses non-GAAP measures of net income
and earnings per share, which are adjustments from results based on GAAP to exclude
reorganization expenses and non-cash stock-based compensation expenses. IncrediMail also
uses EBITDA as a non-GAAP financial performance measurement. EBITDA is calculated by
adding back to net income; interest, taxes, stock-based compensation and depreciation and
amortization. IncrediMail’s management believes the non-GAAP financial information
provided in this release is useful to investors’ understanding and assessment of
IncrediMail’s on-going core operations and prospects for the future. The presentation
of this non-GAAP financial information is not intended to be considered in isolation or as
a substitute for results prepared in accordance with GAAP. Management uses both GAAP and
non-GAAP information as presented in this press release in evaluating and operating
business internally and as such deemed it important to provide all this information to
investors. These non-GAAP financial measures may differ materially from the non-GAAP
financial measures used by other companies. Reconciliation between results on a GAAP and
non-GAAP basis is provided in tables immediately following IncrediMail’s Statement of
Operations in this press release.
Forward Looking
Statements
This press release contains
historical information and forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995 with respect to the business, financial condition
and results of operations of the Company. The words “believe,”
“expect,” “intend,” “plan,” “should” and similar
expressions are intended to identify forward-looking statements. Such statements reflect
the current views, assumptions and expectations of the Company with respect to future
events and are subject to risks and uncertainties. Many factors could cause the actual
results, performance or achievements of the Company to be materially different from any
future results, performance or achievements that may be expressed or implied by such
forward-looking statements, including, among others, changes in the markets in which the
Company operates and in general economic and business conditions, loss of key customers
and unpredictable sales cycles, competitive pressures, market acceptance of new products,
inability to meet efficiency and cost reduction objectives, changes in business strategy
and various other factors, both referenced and not referenced in this press release.
Various risks and uncertainties may affect the Company and its results of operations, as
described in reports filed by the Company with the Securities and Exchange Commission from
time to time. The Company does not assume any obligation to update these forward-looking
statements.
Contact Information
For further information please contact:
Jeff Holzmann
IncrediMail NY, President
Jeff@IncrediMail.com
Todd Fromer / Marybeth Csaby
KCSA Strategic Communications
(212) 896-1215 / 212-896-1236
tfromer@kcsa.com/ mcsaby@kcsa.com
### Tables Follow ###
| INCREDIMAIL LTD. |
| CONDENSED BALANCE SHEETS |
| U.S. dollars in thousands (except share data) |
| September 30, 2009 |
December 31, 2008 | |||||||
|---|---|---|---|---|---|---|---|---|
| Unaudited | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 21,540 | $ | 7,835 | ||||
| Marketable securities | 8,482 | 18,790 | ||||||
| Trade receivables | 2,387 | 2,194 | ||||||
| Deferred taxes | - | 362 | ||||||
| Other receivables and prepaid expenses | 4,969 | 4,941 | ||||||
| Total current assets | 37,378 | 34,122 | ||||||
| LONG-TERM ASSETS: | ||||||||
| Severance pay fund | 1,055 | 955 | ||||||
| Deferred taxes | 252 | 328 | ||||||
| Other long-term assets | 500 | 619 | ||||||
| Property and equipment, net | 1,446 | 1,478 | ||||||
| Other intangible assets, net | 130 | 149 | ||||||
| Total long-term assets | 3,383 | 3,529 | ||||||
| Total assets | $ | 40,761 | $ | 37,651 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | 1,094 | $ | 1,948 | ||||
| Dividend payable | 3,839 | - | ||||||
| Deferred revenues | 2,335 | 2,605 | ||||||
| Accrued expenses and other liabilities | 5,877 | 4,426 | ||||||
| Total current liabilities | 13,145 | 8,979 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Deferred revenues | 1,629 | 1,743 | ||||||
| Accrued severance pay | 1,422 | 1,385 | ||||||
| Total long-term liabilities | 3,051 | 3,128 | ||||||
| SHAREHOLDERS' EQUITY | ||||||||
| Shares issued and outstanding: 9,470,497 and 9,271,159 at September | ||||||||
| 30, 2009 and December 31, 2008, respectively | 24,565 | 25,544 | ||||||
| Total liabilities and shareholders' equity | $ | 40,761 | $ | 37,651 | ||||
| INCREDIMAIL LTD. |
| CONDENSED STATEMENTS OF OPERATIONS |
| U.S. dollars in thousands (except per share data), unaudited |
| Quarter ended September 30, |
Nine months ended September 30, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2009 |
2008 |
2009 |
2008 | |||||||||||
| Revenues | $ | 6,608 | $ | 5,859 | $ | 19,730 | $ | 15,839 | ||||||
| Cost of revenues | 386 | 483 | 1,139 | 1,371 | ||||||||||
| Gross profit | 6,222 | 5,376 | 18,591 | 14,468 | ||||||||||
| Operating expenses: | ||||||||||||||
| Research and development | 1,558 | 1,876 | 4,252 | 5,951 | ||||||||||
| Selling and marketing | 1,182 | 2,035 | 3,501 | 4,988 | ||||||||||
| General and administrative | 564 | 873 | 2,310 | 3,277 | ||||||||||
| Total operating expenses | 3,304 | 4,784 | 10,063 | 14,216 | ||||||||||
| Operating income | 2,918 | 592 | 8,528 | 252 | ||||||||||
| Financial income (expense), net | 105 | (350 | ) | (19 | ) | (15 | ) | |||||||
| Income before taxes on income | 3,023 | 242 | 8,509 | 237 | ||||||||||
| Taxes on income | 930 | 146 | 2,575 | 189 | ||||||||||
| Net income | $ | 2,093 | $ | 96 | $ | 5,934 | $ | 48 | ||||||
| Net earnings per Ordinary share: | ||||||||||||||
| Basic | $ | 0.22 | $ | 0.01 | $ | 0.63 | $ | 0.01 | ||||||
| Diluted | $ | 0.21 | $ | 0.01 | $ | 0.63 | $ | 0.01 | ||||||
| Diluted weighted number of shares (in thousands) | 9,807 | 9,543 | 9,489 | 9,567 | ||||||||||
| RECONCILIATION OF GAAP TO NON-GAAP RESULTS: | ||||||||||||||
| GAAP Net income | $ | 2,093 | $ | 96 | $ | 5,934 | $ | 48 | ||||||
| Reorganization expenses | - | - | - | 745 | ||||||||||
| Stock based compensation | 213 | $ | 260 | 532 | 782 | |||||||||
| Non-GAAP net income | $ | 2,306 | $ | 356 | $ | 6,466 | $ | 1,575 | ||||||
| Non-GAAP net earnings per share : | ||||||||||||||
| Basic | $ | 0.24 | $ | 0.04 | $ | 0.68 | $ | 0.17 | ||||||
| Diluted | $ | 0.23 | $ | 0.04 | $ | 0.68 | $ | 0.16 | ||||||
| GAAP net income | $ | 2,093 | $ | 96 | $ | 5,934 | $ | 48 | ||||||
| Income tax expense | 930 | 146 | 2,575 | 189 | ||||||||||
| Interest (income) expense, net | (105 | ) | 350 | 19 | 15 | |||||||||
| Depreciation, Amortization and | ||||||||||||||
| Stock-based Compensation | 385 | 470 | 1,056 | 1,344 | ||||||||||
| EBITDA | $ | 3,303 | $ | 1,062 | $ | 9,584 | $ | 1,596 | ||||||