Magic Software Enterprises Ltd.

Earnings Release • Mar 4, 2019

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: March 2019

Commission file number: 0-19415

MAGIC SOFTWARE ENTERPRISES LTD.

(Translation of registrant's name into English)

5 HaPlada Street, Or-Yehuda, Israel 6021805

(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 ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1): N/A

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7): N/A

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 ☐ No ☐

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

CONTENTS

This report on Form 6-K of MAGIC SOFTWARE ENTERPRISES Ltd. consists of the following documents, which are attached hereto and incorporated by reference herein

99.1 Magic Reports Fourth Quarter and Full Year 2018 Financial Results with Record-Breaking Annual Revenue of \$284 Million and Announces a \$0.15 Per Share Cash Dividend for the Second Half of 2018

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 4, 2019

By: /s/ Amit Birk

Name: Amit Birk Title: VP M&A and General Counsel

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Magic Reports Fourth Quarter and Full Year 2018 Financial Results with Record-Breaking Annual Revenue of \$284 Million and
	Announces a \$0.15 Per Share Cash Dividend for the Second Half of 2018

PRESS RELEASE

Magic Reports Fourth Quarter and Full Year 2018 Financial Results with Record-Breaking Annual Revenue of \$284 Million and Announces a \$0.15 Per Share Cash Dividend for the Second Half of 2018

Operating income for the year increased 22% year over year to \$31.7 million; Non-GAAP operating income for the year increased 12% year over year to a record-breaking \$39.5 million

Or Yehuda, Israel, March 4, 2019 – Magic Software Enterprises Ltd. (NASDAQ and TASE: MGIC), a global provider of end-to-end integration and application development platforms solutions and IT consulting services, announced today its financial results for the fourth quarter and full year ended December 31, 2018.

Financial Highlights for the Fourth Quarter Ended December 31, 2018

• Revenues for the fourth quarter increased 9% to \$72.3 million compared to \$66.2 million in the same period last year.
• Operating income for the fourth quarter increased 37% to \$8.4 million compared to \$6.2 million in the same period last year.
• Non-GAAP operating income for the fourth quarter increased 15% to \$10.0 million compared to \$8.7 million in the same period last year.
• Net income attributable to Magic's shareholders for the fourth quarter increased 20% to \$4.5 million, or \$0.06 per fully diluted share, compared to \$3.8 million, or \$0.09 per fully diluted share in the same period last year.
• Non-GAAP net income attributable to Magic's shareholders for the fourth quarter increased 21% to \$5.8 million, or \$0.12 per fully diluted share, compared to \$4.8 million, or \$0.11 per fully diluted share, in the same period last year.

Financial Highlights for the Full Year Ended December 31, 2018

• Revenues for the year increased 10% to \$284.4 million compared to \$258.1 million in the same period last year.
• Operating income for the year increased 22% to \$31.7 million compared to \$26.0 million in the same period last year.
• Non-GAAP operating income for the year increased 12% to \$39.5 million compared to \$35.1 million in the same period last year.
• Net income attributable to Magic's shareholders for the year increased 29% to \$19.9 million, or \$0.39 per fully diluted share, compared to \$15.4 million, or \$0.35 per fully diluted share in the same period last year.
• Non-GAAP net income attributable to Magic's shareholders for the year increased 20% to \$25.7 million, or \$0.55 per fully diluted share, compared to \$21.5 million, or \$0.48 per fully diluted share, in the same period last year.
• Cash flow from operating activities for the year ended December 31, 2018 amounted to \$24.1 million compared to \$25.5 million in the same period last year.
• As of December 31, 2018, Magic's net cash, cash equivalents, short and long-term bank deposits and marketable securities, offset by financial liabilities, amounted to \$87.5 million.
• Magic is providing revenue guidance for 2019 of between \$313 million to \$319 million, reflecting annual growth of 10% to 12%.

Declaration of Cash Dividend for the Second Half of 2018

In accordance with its dividend distribution policy, the Company's board of directors declared a semi-annual cash dividend in the amount of \$0.15 per share and in the aggregate amount of approximately \$7.3 million, which together with the dividend distributed for the first half of 2018, reflects 75% of the company's distributable profits for the year.

The dividend is payable on March 27, 2019 to all of the Company's shareholders of record at the close of the NASDAQ Global Select Market on March 14, 2019.

In accordance with Israeli tax law, the dividend is subject to withholding tax at source at the rate of 30% (if the recipient of the dividend is at the time of distribution or was at any time during the preceding twelve-month period the holder of 10% or more of the Company's share capital) or 25% (for all other dividend recipients) of the dividend amount payable to each shareholder of record, subject to applicable exemptions.

The dividend will be paid in US dollars on the ordinary shares of Magic Software Enterprises that are traded both on the Tel Aviv Stock Exchange and the NASDAQ Global Select Market.

Guy Bernstein, Chief Executive Officer of Magic Software Enterprises, said:

"We are pleased to report a strong finish to 2018 with double-digit growth for the full year of 2018, powered by strong demand across our entire portfolio and throughout all of our regions. We enjoyed nine year consecutive all-time high annual revenues of \$284 million and non-GAAP operating income of \$39.5 million for the year, up 10% and 12% respectively year over year, driven primarily by organic growth. We expect our strong financial position, coupled with our actions in 2018 to promote and grow our markets, to continue our momentum into 2019", added Bernstein

Conference Call Details

Magic's management will host a conference call on Monday, March 4, at 10:00 am Eastern Daylight Time (7:00 am Pacific Daylight Time, 17:00 Israel Daylight Time) to review and discuss Magic's results.

To participate, please call one of the following teleconferencing numbers. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, call the international dial-in number.

NORTH AMERICA: +1-888-668-9141 UK: 0-800-917-5108 ISRAEL: 03-918-0609 ALL OTHERS: +972-3-918-0609

For those unable to join the live call, a replay of the call will be available under the Investor Relations section of Magic's website, www.magicsoftware.com.

Non-GAAP Financial Measures

This press release contains the following non-GAAP financial measures: Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income attributable to Magic's shareholders and Non-GAAP basic and diluted earnings per share.

Magic believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Magic's financial condition and results of operations. Magic'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.

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. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. Magic 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.

Non-GAAP measures used in this press release are included in the financial tables of this release. These non-GAAP measures exclude the following items:

• Amortization of purchased intangible assets and other related costs;
• In-process research and development capitalization and amortization;
• Equity-based compensation expenses;
• The related tax, non-controlling interests and redeemable non-controlling interests effects of the above items;
• Change in valuation of contingent consideration related to acquisitions;
• Change in value of put options of redeemable non-controlling interests;
• Change in deferred tax assets on carry forward tax losses;

Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included in the financial tables of this release.

About Magic Software Enterprises

Magic Software Enterprises Ltd. (NASDAQ and TASE: MGIC) is a global provider of mobile and cloud-enabled application and business integration platforms.

For more information, visit www.magicsoftware.com.

Forward Looking Statements

Some of the statements in this press release may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities and Exchange Act of 1934 and the United States Private Securities Litigation Reform Act of 1995. Words such as "will," "look forward", "expect," "believe" and similar expressions are used to identify these forward-looking statements (although not all forward-looking statements include such words). These forward-looking statements, which may include, without limitation, projections regarding our future performance and financial condition, are made on the basis of management's current views and assumptions with respect to future events. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking statement. These statements speak only as of the date they were made, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We operate in a changing environment. New risks emerge from time to time and it is not possible for us to predict all risks that may affect us. For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to the Risk Factors detailed in our Annual Report on Form 20-F for the year ended December 31, 2017 and subsequent reports and filings made from time to time with the Securities and Exchange Commission.

Magic® is a registered trademark of Magic Software Enterprises Ltd. All other product and company names mentioned herein are for identification purposes only and are the property of, and might be trademarks of, their respective owners.

Press Contact:

Amit Birk | VP M&A and General Counsel Magic Software Enterprises ir@magicsoftware.com

MAGIC SOFTWARE ENTERPRISES LTD. CONDENSED CONSOLIDATED STATEMENTS OF INCOME U.S. Dollars in thousands (except per share data)

	Three months ended December 31,			Year ended December 31,
		2018		2017	2018		2017
		Unaudited				Unaudited
Revenues	\$	72,293	\$	66,239	\$	284,375	\$	258,140
Cost of Revenues		50,203		45,055		195,557		175,161
Gross profit		22,090		21,184		88,818		82,979
Research and development, net		1,297		1,750		5,696		6,942
Selling, marketing and general and administrative expenses		12,353		13,253		51,424		50,081
Total operating costs and expenses		13,650		15,003		57,120		57,023
Operating income		8,440		6,181		31,698		25,956
Financial income (expenses), net		(12)		(546)		149		(1,711)
Income before taxes on income		8,428		5,635		31,847		24,245
Taxes on income		2,186		1,364		7,071		6,331
Net income	\$	6,242	\$	4,271	\$	24,776	\$	17,914
Net income attributable to redeemable non-controlling interests		(1,378)		108		(3,383)		(1,536)
Net income attributable to non-controlling interests		(324)		(583)		(1,510)		(936)
Net income attributable to Magic's shareholders	\$	4,540	\$	3,796	\$	19,883	\$	15,442
Net earnings per share attributable to Magic's shareholders :
Basic	\$	0.06	\$	0.09	\$	0.39	\$	0.35
Diluted	\$	0.06	\$	0.09	\$	0.39	\$	0.35
Weighted average number of shares used in computing net earnings per share
Basic		48,841		44,473		46,665		44,436
Diluted		48,961		44,637		46,797		44,597

MAGIC SOFTWARE ENTERPRISES LTD. RECONCILIATION OF GAAP AND NON-GAAP RESULTS U.S. Dollars in thousands (except per share data)

	Three months ended December 31,			Year ended December 31,
	2018 2017		2018			2017
		Unaudited		Unaudited
GAAP gross profit	\$	22,090	\$	21,184	\$	88,818	\$	82,979
Amortization of capitalized software and acquired technology		1,212		1,255		5,046		5,397
Amortization of other intangible assets		135		142		525		628
Stock-based compensation		-		1		2		7
Non-GAAP gross profit	\$	23,437	\$	22,582	\$	94,391	\$	89,011
GAAP operating income	\$	8,440	\$	6,181	\$	31,698	\$	25,956
Gross profit adjustments		1,347		1,398		5,573		6,032
Amortization of other intangible assets Increase in valuation of contingent consideration related to acquisitions		1,380 (177)		1,622 280		5,754 (37)		6,497 344
Capitalization of software development		(964)		(819)		(3,666)		(3,771)
Stock-based compensation		(6)		37		192		69
Non-GAAP operating income	\$	10,020	\$	8,699	\$	39,514	\$	35,127
GAAP net income attributable to Magic's shareholders	\$	4,540	\$	3,796	\$	19,883	\$	15,442
Operating income adjustments		1,580		2,518		7,816		9,171
Amortization expenses attributed to non-controlling interests and redeemable non controlling interests		(440)		(975)		(1,513)		(2,367)
Deferred taxes on the above items		93		(580)		(472)		(782)
Non-GAAP net income attributable to Magic's shareholders	\$	5,773	\$	4,759	\$	25,714	\$	21,464
Non-GAAP basic net earnings per share	\$	0.12	\$	0.11	\$	0.55	\$	0.48
Weighted average number of shares used in computing basic net earnings per share		48,841		44,473		46,665		44,436
Non-GAAP diluted net earnings per share	\$	0.12	\$	0.11	\$	0.55	\$	0.48
Weighted average number of shares used in computing diluted net earnings per share		48,961		44,638		46,800		44,602

MAGIC SOFTWARE ENTERPRISES LTD. CONDENSED CONSOLIDATED BALANCE SHEETS U.S. Dollars in thousands

ASSETS CURRENT ASSETS: Cash and cash equivalents \$ 87,126 \$ 76,076 Short-term bank deposits 16,881 732 Marketable securities 9,913 14,138 Trade receivables, net 90,315 82,051 Other accounts receivable and prepaid expenses 7,029 8,643 Total current assets 211,264 181,640 LONG-TERM RECEIVABLES: Severance pay fund 3,284 3,226 Deferred tax assets 1,858 2,990 Other long-term receivables 6,363 2,015 Total long-term receivables 11,505 8,231 PROPERTY AND EQUIPMENT, NET 3,072 3,468 IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL, NET 136,485 149,200 TOTAL ASSETS \$ 362,326 \$ 342,539 LIABILITIES AND EQUITY CURRENT LIABILITIES: Short-term debt \$ 8,661 \$ 9,771 Trade payables 14,036 12,185 Accrued expenses and other accounts payable 24,860 27,789 Liabilities due to acquisition activities 910 3,906 Deferred revenues and customer advances 4,496 5,586 Total current liabilities 52,963 59,237 NON-CURRENT LIABILITIES: Long-term debt 19,388 27,814 Deferred tax liability 10,343 11,331 Long-term liabilities due to acquisition activities 94 581 Accrued severance pay 3,934 4,174 Total non-current liabilities 33,759 43,900 REDEEMABLE NON-CONTROLLING INTERESTS 27,235 25,839 EQUITY: Magic Software Enterprises equity 243,956 210,281 Non-controlling interests 4,413 3,282 Total equity 248,369 213,563 TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY \$ 362,326 \$ 342,539		December 31, 2018 Unaudited		December 31, 2017

MAGIC SOFTWARE ENTERPRISES LTD. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS U.S. Dollars in thousands

	Year ended December 31,
	2018	2017
	Unaudited
Cash flows from operating activities:
Net income	\$ 24,776	\$ 17,914
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	12,564	13,611
Stock-based compensation	194	78
Amortization of marketable securities premium and accretion of discount	189	218
Loss reclassified into earnings from marketable securities	-	(94)
Increase in trade receivables, net	(11,408)	(15,752)
Increase in other long-term and short-term accounts receivable and prepaid expenses	(4,364)	(1,773)
Increase in trade payables	2,203	3,604
Change in value of loans	(2,099)	3,200
Increase in accrued expenses and other accounts payable	2,204	4,435
Increase (decrease) in deferred revenues	(735)	1,175
Change in deferred taxes, net	526	(1,108)
Net cash provided by operating activities	24,050	25,508
Cash flows from investing activities:
Capitalized software development costs	(3,666)	(3,771)
Purchase of property and equipment	(863)	(1,400)
Cash paid in conjunction with acquisitions, net of acquired cash	(4,344)	(6,890)
Proceeds from maturity and sale of marketable securities	4,000	4,225
Investment in marketable securities and short-term bank deposits	(16,875)	(5,766)
Investment in long-term bank deposits	(932)	-
Short-term loan to a related-party	-	1,183
Net cash used in investing activities	(22,680)	(12,419)
Cash flows from financing activities:
Proceeds from exercise of options by employees	311	585
Issuance of ordinary shares, net	34,569	-
Dividend paid	(13,543)	(9,359)
Dividend paid to non-controlling interests	(69)	(571)
Dividend paid to redeemable non-controlling interests	(2,671)	(5,312)
Short-term and long-term loans received	546	8,535
Repayment of short-term and long-term loans	(7,591)	(8,190)
Net cash provided by (used in) financing activities		(14,312)
	11,552
Effect of exchange rate changes on cash and cash equivalents	(1,872)	1,985
Increase in cash and cash equivalents	11,050	762
Cash and cash equivalents at the beginning of the year	76,076	75,314
Cash and cash equivalents at end of the year	\$ 87,126	\$ 76,076