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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of
February 2024
Commission File Number 000-20181
SAPIENS INTERNATIONAL CORPORATION N.V.
(Translation of Registrants name into English)
Azrieli Center
26 Harokmim St.
Holon, 5885800 Israel
(Address of Principal Executive Office)
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 ☒ Form 40-F ☐
CONTENTS
SIGNATURE
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. |
|
|
Date: February 20,
2024 |
By: |
/s/ Roni Giladi |
|
|
Name: |
Roni Giladi |
|
|
Title: |
Chief Financial Officer |
Exhibit Index
The following exhibit is
furnished as part of this Form 6-K:
3
Exhibit
99.1
Sapiens
Reports Fourth Quarter 2023 Financial Results
February
20, 2024 – Sapiens International Corporation, (NASDAQ and TASE: SPNS), a leading global provider of software solutions for
the insurance industry, today announced its financial results for the fourth quarter ended December 31, 2023.
Summary
Results for Fourth Quarter 2023 (USD in millions, except per share data)
| |
GAAP | | |
| |
| |
Non-GAAP | | |
| |
| |
Q4 2023 | | |
Q4 2022 | | |
% Change | |
| |
Q4 2023 | | |
Q4 2022 | | |
% Change | |
Revenue | |
$ | 130.9 | | |
$ | 119.5 | | |
| 9.5 | % |
| |
$ | 130.9 | | |
$ | 119.5 | | |
| 9.6 | % |
Gross Profit | |
$ | 55.9 | | |
$ | 50.3 | | |
| 11.2 | % |
| |
$ | 59.4 | | |
$ | 53.8 | | |
| 10.4 | % |
Gross Margin | |
| 42.8 | % | |
| 42.1 | % | |
| 70 bps | |
| |
| 45.4 | % | |
| 45.0 | % | |
| 40 bps | |
Operating Income | |
$ | 20.1 | | |
$ | 16.5 | | |
| 21.9 | % |
| |
$ | 24.2 | | |
$ | 21.1 | | |
| 14.7 | % |
Operating Margin | |
| 15.4 | % | |
| 13.8 | % | |
| 160 bps | |
| |
| 18.4 | % | |
| 17.6 | % | |
| 80 bps | |
Net Income (*) | |
$ | 17.0 | | |
$ | 13.4 | | |
| 27.0 | % |
| |
$ | 20.1 | | |
$ | 18.0 | | |
| 11.4 | % |
Diluted EPS | |
$ | 0.30 | | |
$ | 0.24 | | |
| 25.0 | % |
| |
$ | 0.36 | | |
$ | 0.32 | | |
| 12.5 | % |
Summary
Results for Full Year end 2023 (USD in millions, except per share data)
| |
GAAP | | |
| |
| |
Non-GAAP | | |
| |
| |
2023 | | |
2022 | | |
% Change | |
| |
2023 | | |
2022 | | |
% Change | |
Revenue | |
$ | 514.6 | | |
$ | 474.7 | | |
| 8.4 | % |
| |
$ | 514.8 | | |
$ | 474.8 | | |
| 8.4 | % |
Gross Profit | |
$ | 219.6 | | |
$ | 200.2 | | |
| 9.7 | % |
| |
$ | 233.0 | | |
$ | 213.5 | | |
| 9.1 | % |
Gross Margin | |
| 42.7 | % | |
| 42.2 | % | |
| 50 bps | |
| |
| 45.3 | % | |
| 45.0 | % | |
| 30 bps | |
Operating Income | |
$ | 78.9 | | |
$ | 66.5 | | |
| 18.6 | % |
| |
$ | 94.1 | | |
$ | 83.5 | | |
| 12.8 | % |
Operating Margin | |
| 15.3 | % | |
| 14.0 | % | |
| 130 bps | |
| |
| 18.3 | % | |
| 17.6 | % | |
| 70 bps | |
Net income (*) | |
$ | 62.4 | | |
$ | 52.6 | | |
| 18.7 | % |
| |
$ | 75.0 | | |
$ | 67.2 | | |
| 11.7 | % |
Diluted EPS | |
$ | 1.12 | | |
$ | 0.95 | | |
| 17.9 | % |
| |
$ | 1.35 | | |
$ | 1.21 | | |
| 11.6 | % |
(*) | Attributable
to Sapiens’ shareholders |
Roni Al-Dor, President and CEO of Sapiens, stated,
“In 2023, Sapiens executed its growth strategy across our regions and product lines, achieving an 8.4% growth in non-GAAP revenue
and bolstering non-GAAP operating profit by an impressive 12.8%. Our ARR in the fourth quarter was $164.8 million, a growth of 13.5%
compared to the fourth quarter of 2022.
Our North American and European businesses
have shown robust growth, and we are well-positioned to sustain growth in these markets in 2024. We completed multiple successful go-lives
globally and demonstrated noteworthy expansion of our market share by signing about 30 new deals with both new and existing customers
across core, Data, digital, and cloud in P&C, Workers’ Comp, Life, and Reinsurance. Furthermore, we anticipate continued momentum
and growth with new logos and cross-selling opportunities within our existing accounts across all regions throughout 2024.”
“Key
initiatives that will guide our strategic direction in 2024 include our continued transition to SaaS with all our products, with our
evolved Sapiens Insurance Platform, an end-to-end integrated business-led SaaS platform with advanced technology and data capabilities,”
continued Mr. Al-Dor. “In North America, EMEA, and APAC, we are increasing our headcount across sales, marketing, and product marketing
to drive success. We remain focused on further expansion in North America, leveraging our investments in the region, and increasing our
market share in Europe where we have a strong footprint.”
“We
are introducing 2024 guidance for non-GAAP revenue in a range of $550 million to $555 million, and non-GAAP operating margin in a range
of 18.1% to 18.5%,” concluded Mr. Al-Dor.
Quarterly
Results Conference Call
Management
will host a conference call and webcast on February 20, 2024, at 9:30 a.m. Eastern Time (4:30 p.m. in Israel) to review and discuss Sapiens’
results. Please call the following numbers (at least 10 minutes before the scheduled time) to participate:
North
America (toll-free): 1-888-642-5032
International:
972-3-9180609
UK:
0-800-917-5108
The
live webcast of the call can be viewed on Sapiens’ website at:
https://www.sapiens.com/investor-relations/ir-events-presentations. A replay of the call will be available one business day
following the completion of the event, at the same link for 90 days.
Non-GAAP
Financial Measures
This
press release contains the following non-GAAP financial measures: non-GAAP revenue, ARR, non-GAAP gross profit, non-GAAP gross
margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income attributed to Sapiens shareholders, non-GAAP basic
and diluted earnings per share, Adjusted EBITDA and Adjusted Free Cash-Flow.
Sapiens
believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial
and business trends relating to Sapiens’ financial condition and results of operations. The Company’s management uses these non-GAAP
measures to compare the Company’s performance to that of prior periods for trend analyses, for purposes of determining executive and
senior management incentive compensation and for budgeting and planning purposes. These measures are used in financial reports prepared
for management and in quarterly financial reports presented to the Company’s board of directors. The Company believes that the use of
these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends,
and in comparing the Company’s financial measures with other software companies, many of which present similar non-GAAP financial measures
to investors.
Non-GAAP
financial measures consist of GAAP financial measures adjusted to exclude: Valuation adjustment on acquired deferred revenue, amortization
of capitalized software development and other intangible assets, capitalization of software development, stock-based compensation, compensation
related to acquisition and acquisition-related costs, restructuring and cost reduction costs, and tax adjustments related to non-GAAP
adjustments.
Management
of the Company does not consider these non-GAAP measures in isolation, or as an alternative to financial measures determined in accordance
with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are
required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations, as they
reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP
financial measures.
To
compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. Sapiens urges investors
to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press
releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate
the Company’s business.
Reconciliation
tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with
the financial tables of this release.
The Company defines Annual Recurring Revenue (“ARR”) as the annualized value of our revenue from customer subscriptions, term
licenses, maintenance, application maintenance, and cloud solutions. The ARR run rate is equal to the product of (i) the sum of these
revenues in our most recently completed fiscal quarter, multiplied by (ii) four.
The
Company defines Adjusted EBITDA as net profit, adjusted to eliminate valuation adjustment on acquired deferred revenue, stock-based compensation
expense, depreciation and amortization, capitalization of software development costs, compensation expenses related to acquisition and
acquisition-related costs, restructuring and cost reduction costs, financial expense (income), provision for income taxes and other income
(expenses). These amounts are often excluded by other companies as well, in order to help investors understand the operational performance
of their business.
The
Company uses Adjusted EBITDA as a measurement of its operating performance, because it assists in comparing the operating performance
on a consistent basis by removing the impact of certain non-cash and non-operating items. Adjusted EBITDA reflects an additional way
of viewing aspects of the operations that the Company believes, when viewed with the GAAP results and the accompanying reconciliations
to corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting its business. The Company
uses Adjusted Free Cash-Flow as a measurement of its operating performance, and reconciles cash-flow from operating activities to Adjusted
Free Cash-Flow, while reducing the amounts for capitalization of software development costs and capital expenditures. The Company adds
back cash payments made for former acquisitions in respect of future performance targets and retention criteria as determined upon acquisition
date of the respective acquired company, which were included in the cash-flow from operating activities. We believe that Adjusted Free
Cash-Flow is useful in evaluating our business, because Adjusted Free Cash-Flow reflects the cash surplus available to fund the expansion
of our business.
About
Sapiens
Sapiens
International Corporation (NASDAQ and TASE: SPNS) empowers the financial sector, with a focus on insurance, to transform and become
digital, innovative and agile. Backed by more than 40 years of industry expertise, Sapiens offers a complete insurance platform,
with pre-integrated, low-code solutions and a cloud-first approach that accelerates customers’ digital transformation. Serving
over 600 customers in 30 countries, Sapiens offers insurers across property and casualty, workers compensation and life markets the
most comprehensive set of solutions, from core to complementary, including Reinsurance, Financial & Compliance, Data &
Analytics, Digital, and Decision Management. For more information visit www.sapiens.com or follow us on LinkedIn.
Investor and Media Contact
Yaffa Cohen-Ifrah Chief Marketing Officer and Head of
Investor Relations, Sapiens Yaffa.cohen-ifrah@sapiens.com +1 917-533-4782 |
Investors Contact Kimberly Rogers
Managing Director, Hayden IR +1 541-904-5075 kim@HaydenIR.com |
Forward
Looking Statements
Certain
matters discussed in this press release that are incorporated herein by reference are forward-looking statements within the meaning of
Section 27A of the Securities Act, Section 21E of the Exchange Act and the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995, that are based on our beliefs, assumptions and expectations, as well as information currently available to us. Such
forward-looking statements may be identified by the use of the words “anticipate,” “believe,” “estimate,”
“expect,” “may,” “will,” “plan” and similar expressions. Such statements reflect our
current views with respect to future events and are subject to certain risks and uncertainties. There are important factors that could
cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity,
performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: the degree of our
success in our plans to leverage our global footprint to grow our sales; the degree of our success in integrating the companies
that we have acquired through the implementation of our M&A growth strategy; the lengthy development cycles for our solutions,
which may frustrate our ability to realize revenues and/or profits from our potential new solutions; our lengthy and complex sales
cycles, which do not always result in the realization of revenues; the degree of our success in retaining our existing customers
or competing effectively for greater market share; difficulties in successfully planning and managing changes in the size of our
operations; the frequency of the long-term, large, complex projects that we perform that involve complex estimates of project costs
and profit margins, which sometimes change mid-stream; the challenges and potential liability that heightened privacy laws and regulations
pose to our business; occasional disputes with clients, which may adversely impact our results of operations and our reputation;
various intellectual property issues related to our business; potential unanticipated product vulnerabilities or cybersecurity breaches
of our or our customers’ systems; risks related to the insurance industry in which our clients operate; risks associated
with our global sales and operations, such as changes in regulatory requirements, wide-spread viruses and epidemics like the recent novel
coronavirus pandemic, which adversely affected our results of operations, or fluctuations in currency exchange rates; and risks
related to our principal location in Israel and our status as a Cayman Islands company. While we believe such forward-looking statements
are based on reasonable assumptions, should one or more of the underlying assumptions prove incorrect, or these risks or uncertainties
materialize, our actual results may differ materially from those expressed or implied by the forward-looking statements. Please read
the risks discussed under the heading “Risk Factors” in our most recent Annual Report on Form 20-F, in order to review conditions
that we believe could cause actual results to differ materially from those contemplated by the forward-looking statements. You should
not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances
reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to
update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.
SAPIENS
INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENT OF INCOME
U.S.
dollars in thousands (except per share amounts)
| |
Three
months ended | | |
Year
ended | |
| |
December
31, | | |
December
31, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| |
| | |
| | |
| | |
| |
Revenue | |
| 130,859 | | |
| 119,463 | | |
| 514,584 | | |
| 474,736 | |
Cost of revenue | |
| 74,910 | | |
| 69,158 | | |
| 294,990 | | |
| 274,573 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 55,949 | | |
| 50,305 | | |
| 219,594 | | |
| 200,163 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Research and development,
net | |
| 16,084 | | |
| 15,251 | | |
| 63,475 | | |
| 58,656 | |
Selling,
marketing, general and administrative | |
| 19,776 | | |
| 18,573 | | |
| 77,251 | | |
| 75,016 | |
Total
operating expenses | |
| 35,860 | | |
| 33,824 | | |
| 140,726 | | |
| 133,672 | |
| |
| | | |
| | | |
| | | |
| | |
Operating income | |
| 20,089 | | |
| 16,481 | | |
| 78,868 | | |
| 66,491 | |
| |
| | | |
| | | |
| | | |
| | |
Financial and other expenses
(income), net | |
| (560 | ) | |
| (1,097 | ) | |
| 1,750 | | |
| 941 | |
Taxes
on income | |
| 3,624 | | |
| 4,276 | | |
| 14,251 | | |
| 12,619 | |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
| 17,025 | | |
| 13,302 | | |
| 62,867 | | |
| 52,931 | |
| |
| | | |
| | | |
| | | |
| | |
Attributable
to non-controlling interest | |
| 52 | | |
| (65 | ) | |
| 423 | | |
| 336 | |
| |
| | | |
| | | |
| | | |
| | |
Net income
attributable to Sapiens’ shareholders | |
| 16,973 | | |
| 13,367 | | |
| 62,444 | | |
| 52,595 | |
| |
| | | |
| | | |
| | | |
| | |
Basic earnings per share | |
| 0.30 | | |
| 0.24 | | |
| 1.13 | | |
| 0.95 | |
| |
| | | |
| | | |
| | | |
| | |
Diluted earnings per share | |
| 0.30 | | |
| 0.24 | | |
| 1.12 | | |
| 0.95 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of
shares outstanding used to compute basic earnings per share (in thousands) | |
| 55,733 | | |
| 55,140 | | |
| 55,372 | | |
| 55,117 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of
shares outstanding used to compute diluted earnings per share (in thousands) | |
| 55,910 | | |
| 55,521 | | |
| 55,721 | | |
| 55,570 | |
SAPIENS
INTERNATIONAL CORPORATION N.V. AND SUBSIDIARIES
RECONCILIATION
OF GAAP TO NON-GAAP RESULTS
U.S.
dollars in thousands (except per share amounts)
| |
Three
months ended | | |
Year
ended | |
| |
December
31, | | |
December
31, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| |
| | |
| | |
| | |
| |
GAAP revenue | |
| 130,859 | | |
| 119,463 | | |
| 514,584 | | |
| 474,736 | |
Valuation
adjustment on acquired deferred revenue | |
| 55 | | |
| 23 | | |
| 220 | | |
| 92 | |
Non-GAAP
revenue | |
| 130,914 | | |
| 119,486 | | |
| 514,804 | | |
| 474,828 | |
| |
| | | |
| | | |
| | | |
| | |
GAAP gross profit | |
| 55,949 | | |
| 50,305 | | |
| 219,594 | | |
| 200,163 | |
Revenue adjustment | |
| 55 | | |
| 23 | | |
| 220 | | |
| 92 | |
Amortization of capitalized
software | |
| 1,501 | | |
| 1,517 | | |
| 5,775 | | |
| 5,840 | |
Amortization
of other intangible assets | |
| 1,865 | | |
| 1,929 | | |
| 7,396 | | |
| 7,375 | |
Non-GAAP
gross profit | |
| 59,370 | | |
| 53,774 | | |
| 232,985 | | |
| 213,470 | |
| |
| | | |
| | | |
| | | |
| | |
GAAP operating income | |
| 20,089 | | |
| 16,481 | | |
| 78,868 | | |
| 66,491 | |
Gross profit adjustments | |
| 3,421 | | |
| 3,469 | | |
| 13,391 | | |
| 13,307 | |
Capitalization of software
development | |
| (1,543 | ) | |
| (1,238 | ) | |
| (6,518 | ) | |
| (6,097 | ) |
Amortization of other intangible
assets | |
| 1,169 | | |
| 1,115 | | |
| 4,403 | | |
| 4,783 | |
Stock-based compensation | |
| 698 | | |
| 759 | | |
| 3,658 | | |
| 3,960 | |
Acquisition-related
costs (*) | |
| 318 | | |
| 472 | | |
| 339 | | |
| 1,033 | |
Non-GAAP
operating income | |
| 24,152 | | |
| 21,058 | | |
| 94,141 | | |
| 83,477 | |
| |
| | | |
| | | |
| | | |
| | |
GAAP net income attributable
to Sapiens’ shareholders | |
| 16,973 | | |
| 13,367 | | |
| 62,444 | | |
| 52,595 | |
Operating income adjustments | |
| 4,063 | | |
| 4,577 | | |
| 15,273 | | |
| 16,986 | |
Taxes
on income | |
| (955 | ) | |
| 78 | | |
| (2,693 | ) | |
| (2,411 | ) |
Non-GAAP
net income attributable to Sapiens’ shareholders | |
| 20,081 | | |
| 18,022 | | |
| 75,024 | | |
| 67,170 | |
(*) | Acquisition-related
costs pertain to charges on behalf of M&A agreements related to future performance targets
and retention criteria, as well as third-party services, such as tax, accounting and legal
rendered until the acquisition date. |
Adjusted
EBITDA Calculation
U.S. dollars in thousands
| |
Three
months ended | | |
Year
ended | |
| |
December
31, | | |
December
31, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
GAAP
operating profit | |
| 20,089 | | |
| 16,481 | | |
| 78,868 | | |
| 66,491 | |
| |
| | | |
| | | |
| | | |
| | |
Non-GAAP
adjustments: | |
| | | |
| | | |
| | | |
| | |
Valuation adjustment on
acquired deferred revenue | |
| 55 | | |
| 23 | | |
| 220 | | |
| 92 | |
Amortization of capitalized
software | |
| 1,501 | | |
| 1,517 | | |
| 5,775 | | |
| 5,840 | |
Amortization of other intangible
assets | |
| 3,034 | | |
| 3,044 | | |
| 11,799 | | |
| 12,158 | |
Capitalization of software
development | |
| (1,543 | ) | |
| (1,238 | ) | |
| (6,518 | ) | |
| (6,097 | ) |
Stock-based compensation | |
| 698 | | |
| 759 | | |
| 3,658 | | |
| 3,960 | |
Compensation related to
acquisition and acquisition-related costs | |
| 318 | | |
| 472 | | |
| 339 | | |
| 1,033 | |
| |
| | | |
| | | |
| | | |
| | |
Non-GAAP
operating profit | |
| 24,152 | | |
| 21,058 | | |
| 94,141 | | |
| 83,477 | |
| |
| | | |
| | | |
| | | |
| | |
Depreciation | |
| 1,115 | | |
| 1,034 | | |
| 3,865 | | |
| 4,242 | |
| |
| | | |
| | | |
| | | |
| | |
Adjusted
EBITDA | |
| 25,267 | | |
| 22,092 | | |
| 98,006 | | |
| 87,719 | |
Summary
of NON-GAAP Financial Information
U.S. dollars in thousands (except per share amounts)
| |
Q4
2023 | | |
Q3
2023 | | |
Q2
2023 | | |
Q1
2023 | | |
Q4
2022 | |
| |
| | |
| | |
| | |
| | |
| |
Revenues | |
| 130,914 | | |
| 130,760 | | |
| 128,354 | | |
| 124,776 | | |
| 119,486 | |
Gross profit | |
| 59,370 | | |
| 59,260 | | |
| 57,992 | | |
| 56,363 | | |
| 53,774 | |
Operating income | |
| 24,152 | | |
| 24,058 | | |
| 23,417 | | |
| 22,514 | | |
| 21,058 | |
Adjusted EBITDA | |
| 25,267 | | |
| 24,777 | | |
| 24,393 | | |
| 23,569 | | |
| 22,092 | |
Net income to Sapiens’ shareholders | |
| 20,081 | | |
| 19,080 | | |
| 18,610 | | |
| 17,253 | | |
| 18,022 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Diluted earnings per share | |
| 0.36 | | |
| 0.34 | | |
| 0.33 | | |
| 0.31 | | |
| 0.32 | |
Non-GAAP
Revenues by Geographic Breakdown
U.S. dollars in thousands
| |
Q4
2023 | | |
Q3
2023 | | |
Q2
2023 | | |
Q1
2023 | | |
Q4
2022 | |
| |
| | |
| | |
| | |
| | |
| |
North America | |
| 54,882 | | |
| 54,848 | | |
| 52,116 | | |
| 50,371 | | |
| 50,801 | |
Europe | |
| 65,239 | | |
| 64,662 | | |
| 62,960 | | |
| 64,572 | | |
| 56,910 | |
Rest
of the World | |
| 10,793 | | |
| 11,250 | | |
| 13,278 | | |
| 9,833 | | |
| 11,775 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total | |
| 130,914 | | |
| 130,760 | | |
| 128,354 | | |
| 124,776 | | |
| 119,486 | |
Non-GAAP
Revenue breakdown
U.S.
dollars in thousands
| |
Three
months ended | | |
Year
ended | |
| |
December
31, | | |
December
31, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
Software products
and re-occurring post-production services (*) | |
| 90,399 | | |
| 77,702 | | |
| 342,156 | | |
| 300,241 | |
Pre-production
implementation services (**) | |
| 40,515 | | |
| 41,784 | | |
| 172,648 | | |
| 174,587 | |
| |
| | | |
| | | |
| | | |
| | |
Total Revenues | |
| 130,914 | | |
| 119,486 | | |
| 514,804 | | |
| 474,828 | |
| |
Three
months ended | | |
Year
ended | |
| |
December
31, | | |
December
31, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
Software products
and re-occurring post-production services (*) | |
| 48,815 | | |
| 42,120 | | |
| 182,154 | | |
| 161,534 | |
Pre-production implementation
services (**) | |
| 10,555 | | |
| 11,654 | | |
| 50,831 | | |
| 51,936 | |
| |
| | | |
| | | |
| | | |
| | |
Total Gross
profit | |
| 59,370 | | |
| 53,774 | | |
| 232,985 | | |
| 213,470 | |
| |
Three
months ended | | |
Year
ended | |
| |
December
31, | | |
December
31, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
Software products
and re-occurring post-production services (*) | |
| 54.0 | % | |
| 54.2 | % | |
| 53.2 | % | |
| 53.8 | % |
Pre-production
implementation services (**) | |
| 26.1 | % | |
| 27.9 | % | |
| 29.4 | % | |
| 29.7 | % |
| |
| | | |
| | | |
| | | |
| | |
Gross Margin | |
| 45.4 | % | |
| 45.0 | % | |
| 45.3 | % | |
| 45.0 | % |
(*) |
Software products and re-occurring post-production services include mainly subscription, term license, maintenance, application maintenance, cloud solutions and post-production services. This revenue stream is a mix of recurring and re-occurring in nature. |
(**) | Pre-production
implementation services include mainly implementation services before go-live, which
are one-time in nature. |
Annual Recurring Revenue (“ARR”)
U.S. dollars in thousands
|
Three months ended | |
|
December 31, | |
|
2023 | | |
2022 | |
|
| 164,840 | | |
| 145,188 | |
Adjusted
Free Cash-Flow
U.S. dollars in thousands
| |
Q4
2023 | | |
Q3
2023 | | |
Q2
2023 | | |
Q1
2023 | | |
Q4
2022 | |
| |
| | |
| | |
| | |
| | |
| |
Cash-flow from
operating activities | |
| 38,646 | | |
| 3,988 | | |
| 14,603 | | |
| 22,188 | | |
| 14,430 | |
Increase in capitalized software
development costs | |
| (1,543 | ) | |
| (1,638 | ) | |
| (1,679 | ) | |
| (1,658 | ) | |
| (1,238 | ) |
Capital expenditures | |
| (421 | ) | |
| (696 | ) | |
| (775 | ) | |
| (634 | ) | |
| (400 | ) |
Free cash-flow | |
| 36,682 | | |
| 1,654 | | |
| 12,149 | | |
| 19,896 | | |
| 12,792 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Cash payments attributed to
acquisition-related costs(*) (**) | |
| 221 | | |
| - | | |
| - | | |
| 30 | | |
| 1,100 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted
free cash-flow | |
| 36,903 | | |
| 1,654 | | |
| 12,149 | | |
| 19,926 | | |
| 13,892 | |
(*) | Included
in cash-flow from operating activities |
(**) | Acquisition-related
payments pertain to payments on behalf of M&A
agreements related to future performance targets and retention criteria, as well as third-party
services, such as, tax, accounting and legal rendered until the acquisition date. |
SAPIENS
INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEET
U.S.
dollars in thousands
| |
December 31, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | | |
(unaudited) | |
| |
| | |
| |
ASSETS | |
| | |
| |
| |
| | |
| |
CURRENT ASSETS | |
| | |
| |
Cash and cash equivalents | |
| 126,716 | | |
| 160,285 | |
Short-term bank deposit | |
| 75,400 | | |
| 20,000 | |
Trade receivables, net and unbilled receivables | |
| 90,273 | | |
| 93,382 | |
Other receivables and prepaid expenses | |
| 22,514 | | |
| 11,640 | |
Total current assets | |
| 314,903 | | |
| 285,307 | |
| |
| | | |
| | |
LONG-TERM ASSETS | |
| | | |
| | |
Property and equipment, net | |
| 12,661 | | |
| 12,021 | |
Severance pay fund | |
| 3,605 | | |
| 3,996 | |
Goodwill and intangible assets, net | |
| 317,352 | | |
| 319,661 | |
Operating lease right-of-use assets | |
| 23,557 | | |
| 33,688 | |
Other long-term assets | |
| 17,546 | | |
| 13,671 | |
Total long-term assets | |
| 374,721 | | |
| 383,037 | |
| |
| | | |
| | |
TOTAL ASSETS | |
| 689,624 | | |
| 668,344 | |
| |
| | | |
| | |
LIABILITIES AND EQUITY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Trade payables | |
| 6,291 | | |
| 9,415 | |
Current maturities of Series B Debentures | |
| 19,796 | | |
| 19,796 | |
Accrued expenses and other liabilities | |
| 77,873 | | |
| 76,962 | |
Current maturities of operating lease liabilities | |
| 6,623 | | |
| 9,063 | |
Deferred revenue | |
| 38,541 | | |
| 30,720 | |
Total current liabilities | |
| 149,124 | | |
| 145,956 | |
| |
| | | |
| | |
LONG-TERM LIABILITIES | |
| | | |
| | |
Series B Debentures, net of current maturities | |
| 39,543 | | |
| 59,275 | |
Deferred tax liabilities | |
| 10,820 | | |
| 11,363 | |
Other long-term liabilities | |
| 11,538 | | |
| 13,312 | |
Long-term operating lease liabilities | |
| 21,084 | | |
| 28,432 | |
Redeemable non-controlling interest | |
| - | | |
| 89 | |
Accrued severance pay | |
| 7,568 | | |
| 7,063 | |
Total long-term liabilities | |
| 90,553 | | |
| 119,534 | |
| |
| | | |
| | |
EQUITY | |
| 449,947 | | |
| 402,854 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND EQUITY | |
| 689,624 | | |
| 668,344 | |
SAPIENS
INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES
CONSOLIDATED
STATEMENT OF CASH FLOW
U.S. dollars in thousands
| |
For the Twelve months ended
December 31, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | | |
(unaudited) | |
Cash flows from operating activities: | |
| | |
| |
Net income | |
| 62,867 | | |
| 52,931 | |
Reconciliation of net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 21,439 | | |
| 22,240 | |
Accretion of discount on Series B Debentures | |
| 64 | | |
| 85 | |
Capital loss from sale of property and equipment | |
| 195 | | |
| 26 | |
Stock-based compensation related to options issued to employees | |
| 3,658 | | |
| 3,960 | |
| |
| | | |
| | |
Net changes in operating assets and liabilities, net of amount acquired: | |
| | | |
| | |
Decrease (increase) in trade receivables, net and unbilled receivables | |
| 3,960 | | |
| (21,860 | ) |
Decrease in deferred tax liabilities, net | |
| (3,003 | ) | |
| (10,134 | ) |
Decrease (increase) in other operating assets | |
| (5,402 | ) | |
| 7,729 | |
Increase (decrease) in trade payables | |
| (3,580 | ) | |
| 4,634 | |
Decrease in other operating liabilities | |
| (8,948 | ) | |
| (8,171 | ) |
Increase (decrease) in deferred revenues | |
| 7,266 | | |
| (7,738 | ) |
Increase in accrued severance pay, net | |
| 909 | | |
| 78 | |
Net cash provided by operating activities | |
| 79,425 | | |
| 43,780 | |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
| |
| | | |
| | |
Purchase of property and equipment | |
| (2,574 | ) | |
| (2,757 | ) |
Proceeds from (investments in) deposits | |
| (55,499 | ) | |
| 26 | |
Proceeds from sale of property and equipment | |
| 48 | | |
| 54 | |
Payments for business acquisitions, net of cash acquired | |
| (8,060 | ) | |
| (3,466 | ) |
Capitalized software development costs | |
| (6,518 | ) | |
| (6,097 | ) |
Acquisition of intellectual property | |
| (177 | ) | |
| (200 | ) |
Net cash used in investing activities | |
| (72,780 | ) | |
| (12,440 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from employee stock options exercised | |
| 4,809 | | |
| - | |
Distribution of dividend | |
| (28,144 | ) | |
| (38,579 | ) |
Repayment of Series B Debenture | |
| (19,796 | ) | |
| (19,796 | ) |
Acquisition of non-controlling interests | |
| (161 | ) | |
| - | |
Dividend to non-controlling interest | |
| (47 | ) | |
| - | |
Net cash used in financing activities | |
| (43,339 | ) | |
| (58,375 | ) |
| |
| | | |
| | |
Effect of exchange rate changes on cash and cash equivalents | |
| 3,125 | | |
| (2,923 | ) |
| |
| | | |
| | |
Decrease in cash and cash equivalents | |
| (33,569 | ) | |
| (29,958 | ) |
Cash and cash equivalents at the beginning of period | |
| 160,285 | | |
| 190,243 | |
| |
| | | |
| | |
Cash and cash equivalents at the end of period | |
| 126,716 | | |
| 160,285 | |
Debentures
Covenants
As
of December 31, 2023, Sapiens was in compliance with all of its financial covenants under the indenture for the Series B Debentures,
based on having achieved the following in its consolidated financial results:
Covenant
1
| ■ | Target
shareholders’ equity (excluding non-controlling interest): above $120 million. |
| ■ | Actual
shareholders’ equity (excluding non-controlling interest) equal to $447.3 million. |
Covenant
2
| ■ | Target
ratio of net financial indebtedness to net capitalization (in each case, as defined under
the indenture for the Company’s Series B Debentures) below 65%. |
| ■ | Actual
ratio of net financial indebtedness to net capitalization equal to (46.48)%. |
Covenant
3
| ■ | Target
ratio of net financial indebtedness to EBITDA (accumulated calculation for the four last
quarters) is below 5.5. |
| ■ | Actual
ratio of net financial indebtedness to EBITDA (accumulated calculation for the four last
quarters) is equal to (1.46). |
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