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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 period February 1 to February 29, 2000
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JACADA LTD.
- --------------------------------------------------------------------------------
(Translation of registrant's name into English)
11 GALGALEI HAPLADA STREET,
HERZLIYA, 46722 ISRAEL
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(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 |X| Form 40-F |_|
[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.] Yes |_| No |X|
NY2:\843761\04
<PAGE>
EXPLANATORY NOTE
Attached is:
1. Press Release, released publicly on February 16, 2000, including unaudited
interim consolidated financial statements for the three months and year ended
December 31, 1999.
2
<PAGE>
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.
Date: March 2, 2000
JACADA LTD.
By: /s/ Ran Oz
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Name: Ran Oz
Title: Chief Financial Officer & General Manager
3
<PAGE>
February 16, 2000
PRESS RELEASE
JACADA REPORTS RECORD REVENUE FOR THE FOURTH
QUARTER AND YEAR-END RESULTS
ATLANTA, GA - Jacada Ltd. (NASDAQ: JCDA), today reported record
fourth quarter and year-end results for the period ended December 31, 1999.
Jacada provides a complete software infrastructure to rapidly transform legacy
systems into e-business solutions and to empower enterprise developers to build
Internet applications.
Revenue for the fourth quarter was up 53 percent at $4.4 million, as
compared to $2.9 million in the same period last year. Gross profit for the
quarter was up 62 percent to $3.4 million, as compared to $2.1 million in 1998.
Net income for the quarter was $382,000 or $0.02 per share, compared to a net
loss of $220,000, or a loss of 0.02 per share (proforma), in the fourth quarter
of 1998.
For the year ended December 31, 1999, revenue was $14.6 million, up
54 percent from $9.5 million in 1998. Gross profit for the year increased 70
percent to $11.2 million compared to $6.6 million in 1998. The net loss for 1999
was $6,000 or $0.00 per share as compared to a loss of $2.9 million, or $0.25
per share (proforma) in 1998. Jacada indicated that the e-business portion of
its revenues for the year was up 93 percent compared with the prior year and
represented 80 percent of revenues for the year.
"We are extremely pleased with our strong revenue results. This
quarter marks the eighth consecutive quarter of revenue growth for the Company,"
said Mike Potts, president of Jacada. "During the fourth quarter, we were able
to continue our revenue growth while improving bottom line results. Gross
margins for the quarter reached a record high of 78 percent. Our revenue growth
is a reflection of our increased brand recognition, the continued success of our
software and services in the marketplace, the leverage we enjoy in our
partnerships with leading systems integrators and independent software vendors,
as well as our penetration into new vertical markets."
<PAGE>
During the year, the Company successfully penetrated the automotive
and insurance industries as well as the federal government. Jacada signed new
contracts with Porsche and BMW and extended the North American software license
agreement with Saab to include their international dealer network. In the fourth
quarter, the Company signed new agreements in Europe with Daimler-Chrysler and
Volvo.
In the insurance industry, the Company signed a number of new
contracts in 1999 including AIG, Ascensus, and State Auto Insurance. In the
fourth quarter, Jacada won a significant contract with Zurich Insurance, and
ALICO (a division of AIG) expanded its license agreement with the Company for
distribution to users worldwide. At Zurich, Jacada for Java will be used to
deliver an e-business application that will improve employee productivity and
increase the accuracy of policy information.
In the federal government market the Company signed a significant
deal in the fourth quarter to deliver an intranet application for 25,000 users
for the Department of the Interior (DOI). The DOI became the fourth federal
agency to license software from Jacada.
"Moving forward, we plan to continue growing the Company quickly
while controlling costs," stated Gideon Hollander, founder and CEO of Jacada.
"We will continue to seek out and leverage strategic partnerships to grow our
customer base as well as increase our own direct sales force. With the end of
Y2K budget constraints, companies are now focusing on delivering e-business
solutions that leverage their critical legacy applications. Our adaptive
software and multiple sales channels ensure that Jacada is well positioned to
capitalize on this huge market opportunity."
<PAGE>
Founded in 1990, Jacada Ltd. provides a complete software
infrastructure to rapidly transform legacy systems into e-business solutions and
to empower enterprise developers to build Internet applications. The Company
operates globally with headquarter offices in Atlanta, Georgia; Herzliya,
Israel; and London, UK. Jacada can be reached at WWW.JACADA.COM or at
1-800-773-9574. The Company's ordinary shares are traded on Nasdaq under the
symbol JCDA.
Jacada, Ltd. will host a conference call and Web cast on Wednesday, February 16,
2000, beginning at 10:00 a.m. (EST) to discuss fourth quarter 1999 and full year
1999 earnings. The Web cast can be accessed at
http://www.streetevents.com/data/j/jcda/ OR http://www.jacada.com/.
Statements in this press release or otherwise attributable to the
Company regarding the Company's business which are not historical fact,
including those regarding growth in its business, are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," and similar expressions are intended to
identify such forward-looking statements. These forward-looking statements
involve risks and uncertainties, including risks detailed in the Company's
Offering Prospectus of October 14, 1999 and filings with the SEC, that could
cause the Company's actual results to differ materially from those expressed or
implied by these forward-looking statements.
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<TABLE>
<CAPTION>
JACADA LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
IN U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
AUDITED
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1998 1999
------------------------ -----------------------
<S> <C> <C>
Revenues:
Software license $ 6,469 $ 8,831
Service and maintenance 3,019 5,768
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Total revenues 9,488 14,599
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Cost of revenues:
Software license 342 639
Service and maintenance 2,558 2,740
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Total cost of revenues 2,900 3,379
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Gross profit 6,588 11,220
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Operating expenses:
Research and development, net 2,440 3,267
Selling and marketing, net 5,411 6,529
General and administrative 1,637 1,960
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Total operating expenses 9,488 11,756
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Operating loss (2,900) (536)
Interest income 197 770
Interest expenses (216) (206)
Other expenses, net (1) (34)
------------------------ -----------------------
Net loss (2,920) $ (6)
======================== =======================
Basic and diluted net loss per share $ (0.81) $ -
======================== =======================
Weighted average number of shares used in computing
basic and diluted net loss per share 3,615,143 6,572,476
======================== =======================
</TABLE>
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<TABLE>
<CAPTION>
JACADA LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
IN U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
UNAUDITED
THREE MONTHS ENDED
DECEMBER 31,
------------------------------------------------
1998 1999
---------------------- ---------------------
<S> <C> <C>
Revenues:
Software license $ 1,848 $ 2,987
Service and maintenance 1,039 1,419
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Total revenues 2,887 4,406
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Cost of revenues:
Software license 87 203
Service and maintenance 684 781
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Total cost of revenues 771 984
---------------------- ---------------------
Gross profit 2,116 3,422
---------------------- ---------------------
Operating expenses:
Research and development, net 569 852
Selling and marketing, net 1,379 2,201
General and administrative 353 547
---------------------- ---------------------
Total operating expenses 2,301 3,600
---------------------- ---------------------
Operating loss (185) (178)
Interest income 54 584
Interest expenses (88) (25)
Other income (expenses), net (1) 1
---------------------- ---------------------
Net income (loss) $ (220) $ 382
====================== =====================
Basic earnings (loss) per share $ (0.06) $ 0.02
====================== =====================
Weighted average number of shares used in computing
basic earning (loss) per share 3,621,893 15,437,634
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Diluted earnings (loss) per share $ (0.06) $ 0.02
====================== =====================
Weighted average number of shares used in computing
diluted earning (loss) per share 3,621,893 18,859,529
====================== =====================
Pro forma basic earnings (loss) per share $ (0.02) $ 0.02
====================== =====================
Pro forma weighted average number of shares used in
computing basic earning (loss) per share 12,029,528 16,712,830
====================== =====================
Pro forma diluted earnings (loss) per share $ (0.02) $ 0.02
====================== =====================
Pro forma weighted average number of shares used in
computing diluted earning (loss) per share 12,029,528 18,859,529
====================== =====================
</TABLE>
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<TABLE>
<CAPTION>
JACADA LTD.
CONSOLIDATED BALANCE SHEETS
IN U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA
AUDITED
DECEMBER 31,
----------------------------------------
1998 1999
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<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,613 $ 5,141
Short-term deposit - 56
Trade receivables (net of allowance for doubtful accounts of $ 30 and
$ 40 as of December 31, 1998 and 1999, respectively) 2,966 3,760
Other accounts receivable 171 261
Marketable securities - 50,519
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8,750 59,737
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LONG-TERM RECEIVABLES 152 128
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SEVERANCE PAY FUND 338 430
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PROPERTY AND EQUIPMENT, NET 1,891 2,140
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$ 11,131 $ 62,435
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt $ 2,022 $ -
Current portion of long-term debt 129 194
Trade payables 437 1,443
Deferred revenues 4,152 3,024
Accrued expenses and other liabilities 862 1,761
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7,602 6,422
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LONG TERM LIABILITIES:
Accrued severance pay 500 677
Long-term debt, net of current portion 90 186
Offering expenses payable - 296
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590 1,159
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COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY:
Preferred shares of NIS 0.01 par value:
Authorized: 9,750,000 as of December 31, 1998 and 0 as of
December 31, 1999; Issued and outstanding: 8,407,635 as of
December 31, 1998 and 0 as of December 31, 1999; 26 -
Ordinary shares of NIS 0.01 par value:
Authorized: 20,250,000 as of December 31, 1998 and 30,000,000
as of December 31, 1999; Issued and outstanding: 3,621,893 as
of December 31, 1998 and 17,610,893 as of December 31, 1999 12 52
Additional paid-in capital 14,887 66,941
Deferred compensation (125) (272)
Accumulated deficit (11,861) (11,867)
------------------ ------------------
Total shareholders' equity 2,939 54,854
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$ 11,131 $ 62,435
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</TABLE>
