FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For May 9, 2005
BLUEPHOENIX SOLUTIONS LTD.
(Translation of Registrant’s Name into English)
8 Maskit Street, Herzlia 46120, Israel
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-Fx Form 40-Fo
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yeso Nox
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-...............
This report on Form 6-K is hereby incorporated by reference in the Registration Statement on Form F-3 (Registration No. 333-116044) as amended, filed by BluePhoenix Solutions Ltd. under the Securities Act of 1933, to the extent not superseded by documents or reports subsequently filed by BluePhoenix Solutions Ltd. under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Attached to the Registrant’s Form 6-K for May 9, 2005 and incorporated by reference herein is the Registrant’s immediate report dated May 9, 2005.
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.
BLUEPHOENIX SOLUTIONS LTD. (Registrant) BY: /S/ Iris Yahal —————————————— Iris Yahal Chief Financial Officer |
Dated: May 9, 2005
BLUEPHOENIX SOLUTIONS REPORTS FIRST QUARTER RESULTS
Herzlia, Israel – May 9, 2005 – BluePhoenix Solutions Ltd. (NASDAQ:BPHX), the leader in Enterprise IT Modernization, today announced financial results for first quarter of 2005.
Our operating results for the first quarter of 2005 were in line with the corresponding first quarter in 2004. Revenues were $14.1 million. Operating income was $815 thousand representing 6% operating margin, as compared to $987 thousand in the first quarter of 2004, representing an operating margin of 7%. Net income for the quarter was $309 thousand or $0.02 per fully diluted share, as compared to net profit of $1.1 or $0.08 per share in the first quarter of 2004. The decline in net profit is mainly attributable to non-cash financial expenses related to the $5 million convertible debentures and underlying warrants that were issued in 2004, and to valuation changes caused by the devaluation of the euro currency as compared to the US dollar.
“In this first quarter we received 9 new modernization deals, as compared to 11 during the last two quarters of 2004 the second half of 2004, thereby almost doubling the number of new deals won. These new projects are going to be delivered over the next four quarters. It is our main objective to further increase the deal flow, and benefit from the growth which is expected in the legacy modernization market. We believe that the demand for highly automated modernization solutions is going to grow. As repeatedly verified through our customers, they need a reliable process which reduces the risk of the change in the system, while increasing its productivity. Our automated tools are the right solution,” said Arik Kilman, Chief Executive Officer.
“We have implemented a growth plan, which assumes an increased deal flow of small low margin orders, which is then going to be followed by larger full scale projects with higher margins. Our plan consists of a combination of rapid development efforts and increased marketing activities to improve the awareness of our unique wide range of solutions. These combined efforts, are expected to materialize into visible and measurable results in the near future” concluded Mr. Kilman
Arik Kilman, BluePhoenix Chief Executive Officer, and Iris Yahal, Chief Financial Officer, will discuss the first quarter results, and will be available to answer questions in a conference call.
Conference Call Details:
The conference call will be held on
Monday, May 9th , 2005 at 9:00 A.M. (EST)
Interested parties are welcome to call the telephone numbers listed below, 5–10 minutes prior to the start of the conference call.
In the US call: | 877-209-0397 | |
Outside the US call: | (1) 612-332-1025 |
Callers should reference “BluePhoenix Solutions First Quarter Results 2005” to the AT&T conference call operator.
An automated replay of the conference call will be available from May 9th at 01:30 P.M. until May 11th at 11:59 P.M. (EST).
To access the replay call (USA) (800) 475-6701, (International) 1-(320) 365-3844, and enter the BluePhoenix Solutions access code of 781023.
About BluePhoenix Solutions
BluePhoenix Solutions leads the IT Modernization market by developing unique solutions that enable companies to automate the process of modernizing and upgrading their mainframe and distributed IT infrastructure, thus quickly and cost-effectively extending the ROI of their existing IT systems. The Company’s comprehensive suite of tools and services (including technology for Understanding, Presentment, Migration, Remediation, and Redevelopment) reduces the cost of renovation and speeds up the renewal process. BluePhoenix has 12 offices throughout the world, including locations in the US, UK, Denmark, Germany, Italy, The Netherlands, Israel, and Australia.
The Company’s major shareholder is the Formula Group (NADSAQ:FORTY), an international Information Technology company principally engaged in providing software products, solutions, and services in various vertical markets.
For more information, please visit our web site atwww.bphx.com
(Tables to Follow)
SAFE HARBOR: Certain statements contained in this release may be deemed forward-looking statements, with respect to plans, projections, or future performance of the Company, the occurrence of which involves certain risks and uncertainties that could cause actual plans to differ materially from these statements. These risks and uncertainties include but are not limited to: market demand for the Company’s tools, successful implementation of the Company’s tools, competitive factors, the ability to manage the Company’s growth, the ability to recruit and retrain additional software personnel, and the ability to develop new business lines.
Company Contact: Iris Yahal +972-9-9526110
BLUEPHOENIX SOLUTIONS LTD.
(AN ISRAELI CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands,except per share amounts)
Three months ended March 31, | Year ended December 31, | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2005 | 2004 | 2004 | |||||||||
Unaudited | |||||||||||
Revenues | $ | 14,101 | $ | 14,139 | $ | 57,186 | |||||
Cost of revenues | 6,072 | 6,064 | 24,253 | ||||||||
Gross profit | 8,029 | 8,075 | 32,933 | ||||||||
Software development costs, net | 1,931 | 2,039 | 8,055 | ||||||||
Selling, general and administrative expenses | 4,976 | 4,690 | 19,981 | ||||||||
1,122 | 1,346 | 4,897 | |||||||||
Depreciation | 307 | 359 | 1,407 | ||||||||
Operating income | 815 | 987 | 3,490 | ||||||||
Financial expenses, net | (658 | ) | (173 | ) | (882 | ) | |||||
Other income, net | 31 | 233 | 1,087 | ||||||||
Income before taxes | 188 | 1,047 | 3,695 | ||||||||
Taxes on income | - | 5 | 260 | ||||||||
188 | 1,042 | 3,435 | |||||||||
Minority interest | 121 | 159 | (73 | ) | |||||||
Equity in losses of affiliated companies | - | (141 | ) | (516 | ) | ||||||
Net income | 309 | 1,060 | 2,846 | ||||||||
Basic earnings per share | 0.02 | 0.08 | 0.21 | ||||||||
Diluted earnings per share | 0.02 | 0.08 | 0.21 | ||||||||
Common shares outstanding | 13,554 | 13,475 | 13,523 | ||||||||
Common shares assuming dilution | 14,966 | 14,121 | 14,679 | ||||||||
BLUEPHOENIX SOLUTIONS LTD.
(AN ISRAELI CORPORATION)
CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31 2005 | December 31 2004 | |||||||
---|---|---|---|---|---|---|---|---|
Unaudited | ||||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 8,761 | $ | 9,363 | ||||
Marketable securities | 166 | 177 | ||||||
Accounts receivable: | ||||||||
Trade | 16,305 | 15,814 | ||||||
Other | 2,361 | 2,567 | ||||||
Total current assets | 27,593 | 27,921 | ||||||
INVESTMENTS | 350 | - | ||||||
FIXED ASSETS | ||||||||
Cost | 10,767 | 10,614 | ||||||
Less - accumulated depreciation | 8,300 | 7,921 | ||||||
Total fixed assets | 2,467 | 2,693 | ||||||
OTHER ASSETS, NET | 61,493 | 60,268 | ||||||
Total assets | $ | 91,903 | $ | 90,882 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Short-term bank credit | $ | 7,739 | $ | 7,214 | ||||
Accounts payable and accruals: | ||||||||
Trade | 3,917 | 4,382 | ||||||
Deffered revenue | 4,107 | 2,583 | ||||||
Other | 6,469 | 7,385 | ||||||
Total current liabilities | 22,232 | 21,564 | ||||||
LONG-TERM LIABILITIES: | ||||||||
Convetible debentures | 4,127 | 5,149 | ||||||
Accrued severance pay, net | 1,160 | 1,160 | ||||||
Provision for losses in formerly-consolidated subsidiary | 1,971 | 1,971 | ||||||
Loans from banks and others | 7,417 | 7,537 | ||||||
Total long-term liabilities | 14,675 | 15,817 | ||||||
MINORITY INTEREST | 4,756 | 4,870 | ||||||
SHAREHOLDERS' EQUITY | 50,240 | 48,631 | ||||||
Total liabilities and shareholders' equity | $ | 91,903 | $ | 90,882 | ||||