EX-99 2 exhibit_10-1.htm 6-K

Exhibit 10.1

PRESS RELEASE

Momentum Building for Magic Software: Record Revenues of
$16 Million and Net Income of $1.7 Million for Q2 2008

– Recent Changes Lead To Record Results; Company Positioned with New
Technologies to Regain Dominance –

Or Yehuda, Israel, August 7, 2008 – Magic Software Enterprises Ltd. (NASDAQ: MGIC), a leading provider of application platform and business and process integration solutions, today announced record financial results and significant strategic progress for the quarter ended June 30, 2008.

Financial Results for the Second Quarter
Revenues for the second quarter of 2008 reached a record of $16.0 million compared to $14.3 million in the same period of 2007, an increase of 12%. Gross margin for the second quarter rose to 58% from 52% in the same period of 2007, reflecting the increase in higher-margin license sales.

Operating income for the second quarter of 2008 was $1.6 million compared to $0.4 million in the same period of 2007 on a U.S. GAAP (Generally Accepted Accounting Principles) basis. Net income for the second quarter of 2008 totaled $1.7 million, or $0.05 per share. This compared to net income of $0.8 million, or $0.03 per share, for the same period of 2007, which included a contribution of $0.5 million, or $0.02 per share, from discontinued operations.

GAAP results include amortization expenses as well as non-cash charges taken in respect of the capitalization of intangible assets and stock-based compensation. Excluding these expenses, non-GAAP net income for the second quarter was $1.5 million, or $0.05 per share, compared to $0.7 million, or $0.02 per share, in the comparable period of 2007, which included a contribution of $0.5 million, or $0.02 per share, from discontinued operations.

In accordance with U.S. GAAP, the results of the Company’s divested subsidiary, Advanced Answers On Demand (AAOD), which was sold in the fourth quarter of 2007, were recorded as discontinued operations in the comparison quarter of 2007. As such, the period’s operating results exclude AAOD’s contribution.

Results for the Six-Month Period
Revenues for the six month period ended June 30, 2008 were $31.1 million, up from $28.1 million in the comparable period of 2007, an increase of 11%.

Operating income for the six-month period ended June 30, 2008 was $1.5 million compared to operating income of $0.9 million in the same period of 2007 on a U.S. GAAP basis. Net income for the six month period ended June 30, 2008 on a GAAP basis was $1.7 million, or $0.05 per share, compared to net income of $1.8 million, or $0.06 per share, in the same period of 2007, which included a $1.1 million contribution, or $0.03 per share from discontinued operations.

On a non-GAAP basis, operating income for the six months period ended June 30, 2008 was $1.5 million, compared to a non-GAAP operating income of $0.8 million in the same period of 2007. Net income on a non-GAAP basis for the six-month period ended June 30, 2008 was $1.7 million, or $0.05 per share, compared to non-GAAP net income of $1.7 million, or $0.06 per share, in the comparable period of 2007, which included a contribution of $1.1 million, or $0.03 per share, from discontinued operations.



At the end of the quarter, the Company’s cash and cash equivalents (including cash, short term bank deposits and marketable securities) totaled $34.0 million compared to $32.2 million at the end of the first quarter of 2008.

Comments of Management
Commenting on the results, Guy Bernstein, Active Chairman of Magic Software Enterprises, said, “The second quarter had record financial results and significant strategic momentum for our Company. Our performance is the outcome of the changes that we have put into place during the past several months. Furthermore, for the first time in many years, we are launching a technology that has a significant competitive edge. I believe that we have the potential to regain our status as a dominant player in the application platform and integration markets.”

uniPaaS Launch and Analyst Recognition
In May, the Company introduced uniPaaS, the next generation of its eDeveloper solution. uniPaaS features the industry’s broadest choice of deployment modes – on-premises/on-demand; software/SaaS; full client/web; global/local or any other form. It also offers full compatibility with eDeveloper V10.

After the introduction, two leading independent IT industry analyst firms invited the Company for a briefing on uniPaaS and its potential to enable a paradigm shift in the development and deployment process of web-based applications. In addition, Gartner Inc. listed Magic Software as one of two SEAP-only (SaaS-Enabled Application Platform) vendors in their recent report on “The Impact of SaaS on Application Servers and Platforms” (Gartner Inc., Yefim V. Natis, Kelly Rush; July 2, 2008).

Recent Partner and Customer Highlights

Salesforce.com: the Company announced its partnership with Salesforce.com at its May Dreamforce EMEA event in London. At the event, the Company initiated discussions with key partners in the Salesforce.com ecosystem, including Blat-Lapidot, which has since implemented iBOLT business and process integration solution in three of its projects.
SAP: awarded Magic Software its 2008 SAP Business One Global Solution Partner Award for Leadership in Innovation.
New Era Solutions: upgraded its license with the Company and became also a value-added reseller.
The Magic User Community: in three recent conventions (in Japan, the US, and the UK), the Magic User Community gave enthusiastic receptions to the new uniPaaS product. Attendance at Magic Software Japan’s annual customer event broke all previous records, reaching over 650 participants.
STS Group, a leading ISV in the GRC and Archiving market, delivers an iBOLT enhanced legal records retention solution to the Banque Populaire group.
VKF Renzel Group, a German retailer, used Magic Software to create a custom-built ERP system.

Non-GAAP Financial Measures
This release includes non-GAAP basic and diluted earnings per share and other non-GAAP financial measures, including cost of service, research and development, selling, general and administrative, operating income, income taxes and net income. These non-GAAP measures exclude the following items:

Amortization of purchased intangible assets;

In-process research and development capitalization and;

Equity-based compensation expense.

Magic’s management believes that the presentation of non-GAAP measures provide useful information to investors and management regarding financial and business trends relating to the company’s financial condition and results of operations as well as the net amount of cash generated by its business operations after taking into account capital spending required to maintain or expand the business.



These non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. Magic believes that non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with Magic’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Magic’s results of operations in conjunction with the corresponding GAAP measures.

Please refer to the Reconciliation of Selected Financial Metrics from GAAP to Non-GAAP tables below.

Conference Call
Magic Software’s management will also host a conference call today at 10:00 am EDT / 5:00 pm in Israel.

To participate in the conference call, please call the appropriate number listed below at least five to ten minutes prior to the start of the call:

From the US: 1-888-407-2553
From Canada: 1-866-9586-867
From UK: 0-800-917-5108
From Israel: 1-800-227-297
All others: +972-3-9180685

Callers should reference the Magic Software Earnings Conference Call.

An archive of the online broadcast will be available on the investor relations part of Magic Software’s web-site, from the following day, at: http://www.magicsoftware.com/40-en/Magic.aspx

A replay of the call will be available from 1:00 p.m. EDT on August 7, 2008 through 12:00 p.m. EDT on August 14, 2008. To access the replay, please call:

From the US: 1-888-295-2634
From Canada: 1-866-500-4964
From UK: 0-800-917-1246
From Israel: 1-800-286-285
All others: +972-3-9255929

About Magic Software
Magic Software Enterprises Ltd. (NASDAQ: MGIC) is a leading provider of multiple-mode application platform solutions – including Full Client, Rich Internet Applications (RIA) or Software-as-a-Service (SaaS) modes – and business and process integration solutions. Magic Software has offices in 10 countries and a presence in over 50, as well as a global network of ISV’s, system integrators, value-added distributors and resellers, and consulting and OEM partners. The company’s award-winning code-free solutions give partners and customers the power to leverage existing IT resources, enhance business agility and focus on core business priorities. Magic Software’s technological approach, product roadmap and corporate strategy are recognized by leading industry analysts. Magic Software has partnerships with global IT leaders including SAP AG, salesforce.com, IBM and Oracle. For more information about Magic Software Enterprises and its products and services, visit www.magicsoftware.com.

Magic Software is a subsidiary of Formula Systems in the Emblaze Group of companies.

Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements that may involve a number of risks and uncertainties. Actual results may vary significantly based upon a number of factors including, but not limited to, risks in product and technology development, market acceptance of new products and continuing product conditions, both here and abroad, release and sales of new products by strategic resellers and customers, and other risk factors detailed in the Company’s most recent annual report and other filings with the Securities and Exchange Commission.

Contacts
David Zigdon
Chief Financial Officer
Magic Software Enterprises Ltd.
Tel: +972 (0)3 538 9600
dzigdon@magicsoftware.com



Magic Software Enterprises Ltd
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except per share data)

Three months ended
June 30,

Six months ended
June 30,

2008
2007
2008
2007
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
 
Sales      16,030    14,252    31,100    28,083  
Cost of sales    6,784    6,884    13,568    13,650  




Gross profit    9,246    7,368    17,532    14,433  
Software development costs, net    460    572    1,021    1,198  
Selling, general and administrative  
expenses    7,188    6,375    15,049    12,346  
Total operating expenses    7,648    6,947    16,070    13,544  
Operating income    1,598    421    1,462    889  
Financial income (expenses), net    178    (31 )  359    76  
Other income (expenses), net    (61 )  25    (18 )  50  




Income before taxes    1,715    415    1,803    1,015  
Taxes on income    51    107    75    249  




     1,664    308    1,728    766  
Minority interest    2    2    (2 )  2  
Equity in loss of affiliates    -    (30 )  (8 )  (20 )




Net income before discontinued operation    1,666    280    1,718    748  




Net income from discontinued operation    -    536    -    1,073  




Net income after discontinued operation    1,666    816    1,718    1,821  




Basic net earnings per ordinary share    0.05    0.03    0.05    0.06  




Diluted net earnings per ordinary share    0.05    0.03    0.05    0.06  




   
Weighted average number of ordinary  
     shares used in computing basic net  
     earnings per ordinary share    31,732    31,420    31,677    31,363  




Weighted average number of ordinary  
     shares used in computing diluted net  
      earnings per ordinary share    32,047    31,955    31,978    31,973  







Magic Software Enterprises Ltd
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In thousands of U.S. dollars, except per share data)

Three months ended
June 30,

Six months ended
June 30,

2008
2007
2008
2007
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
 
GAAP operating income      1,598    421    1,462    889  
Amortization of intangibles    512    657    1,050    1,479  
Capitalization of software development    (754 )  (848 )  (1,610 )  (1,612 )
Stock-based compensation    89    27    580    61  




Total adjustments to GAAP    (153 )  (164 )  20    (72 )




Non-GAAP operating income    1,445    257    1,482    817  




GAAP net income before discontinued operation    1,666    280    1,718    748  
Total adjustments to GAAP as above    (153 )  (164 )  20    (72 )




Non-GAAP net income before discontinued operation    1,513    116    1,738    676  




GAAP net income    1,666    816    1,718    1,821  
Total adjustments to GAAP as above    (153 )  (164 )  20    (72 )




Non-GAAP net income    1,513    652    1,738    1,749  




Non-GAAP basic earnings per share    0.05    0.02    0.05    0.06  




Weighted average number of  
    ordinary shares used in  
    computing basic net earnings  
    per ordinary share    31,732    31,420    31,677    31,363  




Non-GAAP diluted earnings  
 per share    0.05    0.02    0.05    0.05  




Weighted average number of  
    ordinary shares used in  
    computing diluted net earnings  
    per ordinary share    32,047    31,955    31,978    31,973  







Magic Software Enterprises Ltd
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars)

June 30,
December 31,
2008
2007
(Unaudited)
 
ASSETS            
   
Current Assets   
     Cash and cash equivalents    30,363    12,178  
     Short term bank deposits    2    89  
     Marketable securities    3,673    4,090  
     Trade accounts receivable, net    12,379    12,941  
     Other accounts receivables and prepaid expenses    2,610    2,010  
     Receivables from a sale of subsidiary    -    16,000  
     Current assets from discontinued operations    35    41  


Total Current Assets    49,062    47,349  


   
Non-Current Assets   
    Severance pay fund    2,218    1,925  
    Long-term lease deposits    420    472  
    Investment in an affiliated company    -    127  
    Property and equipment, net    5,610    5,758  
    Goodwill    16,335    15,986  
    Other intangible assets, net    11,237    10,681  


Total Non-Current Assets    35,820    34,949  


   
Total Assets     84,882    82,298  


   
Current Liabilities   
     Short-term credit from banks    141    3,621  
     Trade payables    2,665    2,999  
      Deferred revenues    6,722    2,314  
     Accrued expenses and other accounts payable    8,349    9,169  
     Current liabilities from discontinued operations    438    503  


Total Current Liabilities    18,315    18,606  


   
Non-Current Liabilities   
     Long-term loans    112    132  
     Accrued severance pay    2,424    2,316  
     Minority interests    2    -  


Total Non-Current Liabilities    2,538    2,448  


   
Shareholders' Equity     64,029    61,244  


   
Total Liabilities and Shareholders' Equity     84,882    82,298