Sapiens Reports Fourth Quarter and Full Year 2019 Financial Results

HOLON, Israel, Feb. 24, 2020 /PRNewswire/ -- Sapiens International Corporation, (NASDAQ: SPNS) (TASE: SPNS), a leading global provider of software solutions for the insurance industry, and a member of the Formula Group (NASDAQ: FORTY and TASE: FORT), today announced its financial results for the fourth quarter and full year ended December 31, 2019.

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Summary Results for Fourth Quarter 2019 (USD in millions, except per share data)


                       GAAP    % Change                Non-GAAP   % Change



                     Q4-2019 Q                                    Q4-2019    Q
                               4                                               4
                                      -2018                                       -2018



        Revenue        $86.7           $73.3                18.3%      $86.7        $73.4          18.1%



        Gross Profit   $34.9           $27.9                25.3%      $38.4        $31.3          22.6%

    ---

        Gross Margin   40.3%          38.0%  
     230 bps               44.3%       42.7%   
     160 bps


        Operating
         Income        $10.2            $6.6                55.3%      $14.3        $10.8          32.2%

    ---

        Operating
         Margin        11.8%           9.0%  
     280 bps               16.5%       14.8%   
     170 bps



        Net income
         (*)            $6.8            $3.8                82.1%      $10.6         $7.8          34.8%

    ---

        Diluted EPS    $0.13           $0.07                85.7%      $0.21        $0.16          31.3%

    ---

Summary Results for Full Year 2019 (USD in millions, except per share data)


                                                       GAAP           % Change                  Non-GAAP              % Change

                                                                                                          ---

                                     2019         2018                           2019     2018



                Revenue            $325.7       $289.7              12.4%      $325.7   $290.3                  12.2%



                Gross Profit       $129.5       $109.6              18.2%      $143.0   $122.9                  16.3%

    ---                                                                                                       ---

                Gross Margin        39.8%       37.8%  
        200 bps           43.9%   42.4%   
         150 bps


                Operating
                 Income             $37.9        $23.0              64.5%       $52.2    $39.6                  32.0%

    ---                                                                                                       ---

                Operating
                 Margin             11.6%        7.9%  
        370 bps           16.0%   13.6%   
         240 bps



                Net income
                 (*)                $26.2        $13.8              90.4%       $38.9    $28.1                  38.6%

    ---                                                                                                       ---

                Diluted EPS         $0.52        $0.28              85.7%       $0.77    $0.56                  37.5%

    ---                                                                                                       ---




       (*) Attributable to Sapiens' shareholders

"Sapiens finished 2019 on a very strong note with fourth quarter non-GAAP revenue reaching a record high of $86.7 million and non-GAAP operating margin improving by 170 basis points to 16.5%. For the full year, we advanced our business globally, growing revenue by 12.2% to $325.7 million, the high end of the annual guidance range, fueled by prior acquisitions that delivered increased market penetration with new products, particularly on the digital front. We grew our core business in both P&C, with double digit growth, and saw expansion in our L&A business towards the end of the year. Increased revenue, combined with significant operating leverage from our offshore operations, improved Sapiens 2019 non-GAAP operating margins by 240 basis points to 16.0%. This was a strong year of execution on many fronts, and I want to congratulate the Sapiens global team for their outstanding work in 2019," stated Roni Al-Dor. president and CEO, Sapiens.

"The Sapiens global team delivered one of our most successful years to date with 34 new logos for 2019." continued Mr. Al-Dor. Mr. Al-Dor concluded: "We are building a unified global platform of innovative digital insurance solutions and advancing our competitive position as a one-stop-shop for insurance software with enhanced products and services. The pipeline for 2020 is very robust and we see further opportunities to increase operating efficiencies and improve margins. We are introducing 2020 guidance for revenue in a range of $377 million to $383 million, and operating margin in a range of 16.0% to 16.5%."

Quarterly Results Conference Call

Management will host a conference call and webcast today, February 24, 2020 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): + 1-888-668-9141; 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/

If you are unable to join live, a replay of the call will be accessible until March 4, 2020, as follows:

North America: 1-888-295-2634; International: +972-3-925-5901

A recorded version of the webcast will also be available via the Sapiens website, for three months at the same location.

Non-GAAP Financial Measures

This press release contains the following non-GAAP financial measures: non-GAAP revenue, non-GAAP gross profit, non-GAAP operating income, 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, restructuring and cost reduction costs, tax adjustments related to non-GAAP adjustments, and acquisition-related costs, which pertain to charges on behalf of M&A agreements related to future performance targets and retention criteria as determined upon acquisition date of the respective acquired company, as well as third-party services, such as, tax, accounting and legal rendered until the acquisition date.

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 Adjusted EBITDA as net profit, adjusted for valuation adjustment on acquired deferred revenue, stock-based compensation expense, depreciation and amortization, capitalized 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 to help investors understand the operational performance of their business.

The Company uses Adjusted EBITDA as a measurement of its operating performance, and reconciles Non-GAAP Operating Income to Adjusted EBITDA, adjusted for amortization and capitalization of capitalized software and amortization other intangible assets, stock-based compensation and acquisition-related costs, and valuation adjustment on acquired deferred revenues. The Company uses Adjusted EBITDA, 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, and adds back payments related to investment in new campus in India, 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, and 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 empowers insurers to succeed in an evolving industry. The company offers digital software platforms, solutions and services for the property and casualty, life, pension and annuity, reinsurance, financial and compliance, workers' compensation and financial markets. With more than 35 years of experience delivering to over 450 organizations globally, Sapiens has a proven ability to satisfy customers' core, data and digital requirements. For more information: www.sapiens.com

Forward Looking Statement

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," "expects," "believes" 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, please refer to the Risk Factors detailed in Item 3 of Part III of our Annual Report on Form 20-F for the year ended December 31, 2018, and subsequent reports and registration statements filed from time to time with the Securities and Exchange Commission.

Investors and Media Contact
Yaffa Cohen-Ifrah
Chief Marketing Officer and Head of Corporate Communications
Sapiens International
U.S. Mobile: +1 201-250-9414
Mobile: +972 54-9099039
Email: yaffa.cohen-ifrah@sapiens.com


                                       
              
                SAPIENS INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES




                                       
              
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME


                                       
              U.S. dollars in thousands (except per share amounts)




                                                                                                                                                Three months ended                                Year ended


                                                                                                                                                  December 31,                                  December 31,



                                                                                                                                         2019                               2018                  2019                      2018


                                                                                                                           (unaudited)                        (unaudited)          (unaudited)               (unaudited)






               Revenue                                                                                                                86,715                             73,311               325,674                   289,707



               Cost of revenue                                                                                                        51,782                             45,428               196,153                   180,138






               Gross profit                                                                                                           34,933                             27,883               129,521                   109,569





               Operating expenses:


                                       
               Research and development, net                                                         10,233                              8,284                37,378                    34,414


                                       
               Selling, marketing, general and administrative                                        14,477                             13,016                54,274                    52,133




               Total operating expenses                                                                                               24,710                             21,300                91,652                    86,547






               Operating income                                                                                                       10,223                              6,583                37,869                    23,022





               Financial and other expenses, net                                                                                       1,019                                829                 2,768                     3,957



               Taxes on income                                                                                                         2,260                              1,922                 8,610                     5,065








               Net income                                                                                                              6,944                              3,832                26,491                    14,000






               Attributable to non-controlling interest                                                                                  110                                 80                   244                       215






               Net income attributable to Sapiens' shareholders                                                                        6,834                              3,752                26,247                    13,785








               Basic earnings per share                                                                                                 0.14                               0.08                  0.53                      0.28






               Diluted earnings per share                                                                                               0.13                               0.07                  0.52                      0.28








              Weighted average number of shares outstanding used to                                                                   50,109                             49,920                50,031                    49,827
    compute basic earnings per share (in thousands)





              Weighted average number of shares outstanding used to                                                                   51,009                             50,210                50,653                    50,106
    compute diluted earnings per share (in thousands)


                                       
              
                SAPIENS INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES




                                       
              
                CONDENSED CONSOLIDATED NON-GAAP STATEMENTS OF INCOME


                                       
              U.S. dollars in thousands (except per share amounts)




                                                                                                                                                Three months ended                                Year ended


                                                                                                                                                  December 31,                                  December 31,



                                                                                                                                         2019                               2018                  2019                      2018


                                                                                                                           (unaudited)                        (unaudited)          (unaudited)               (unaudited)






               Revenue                                                                                                                86,715                             73,433               325,674                   290,297



               Cost of revenue                                                                                                        48,313                             42,113               182,662                   167,353






               Gross profit                                                                                                           38,402                             31,320               143,012                   122,944





               Operating expenses:


                                       
               Research and development, net                                                         11,395                              9,666                43,043                    39,574


                                       
               Selling, marketing, general and administrative                                        12,662                             10,805                47,763                    43,810




               Total operating expenses                                                                                               24,057                             20,471                90,806                    83,384






               Operating income                                                                                                       14,345                             10,849                52,206                    39,560





               Financial and other expenses, net                                                                                       1,019                                829                 2,768                     3,957



               Taxes on income                                                                                                         2,663                              2,114                10,298                     7,325








               Net income                                                                                                             10,663                              7,906                39,140                    28,278






               Attributable to non-controlling interest                                                                                  110                                 80                   244                       215






               Net income attributable to Sapiens' shareholders                                                                       10,553                              7,826                38,896                    28,063








               Basic earnings per share                                                                                                 0.21                               0.16                  0.78                      0.56






               Diluted earnings per share                                                                                               0.21                               0.16                  0.77                      0.56








              Weighted average number of shares outstanding used to                                                                   50,109                             49,920                50,031                    49,827
    compute basic earnings per share (in thousands)





              Weighted average number of shares outstanding used to                                                                   51,009                             50,210                50,653                    50,106
    compute diluted earnings per share (in thousands)



              
                     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,



                                                                                                                                                              2019          2018          2019           2018


                                                                                                                                                    (unaudited)    (unaudited)   (unaudited)   (unaudited)






              GAAP revenue                                                                                                                                 86,715        73,311       325,674        289,707



              Valuation adjustment on acquired deferred revenue                                                                                                            122                         590




              Non-GAAP revenue                                                                                                                             86,715        73,433       325,674        290,297








              GAAP gross profit                                                                                                                            34,933        27,883       129,521        109,569



              Valuation adjustment on acquired deferred revenue                                                                                                            122                         590



              Amortization of capitalized software                                                                                                          1,499         1,247         5,668          4,859



              Amortization of other intangible assets                                                                                                       1,970         2,068         7,823          7,926




              Non-GAAP gross profit                                                                                                                        38,402        31,320       143,012        122,944






              GAAP operating income                                                                                                                        10,223         6,583        37,869         23,022



              Gross profit adjustments                                                                                                                      3,469         3,437        13,491         13,375



              Capitalization of software development                                                                                                      (1,162)      (1,382)      (5,665)       (5,160)



              Amortization of other intangible assets                                                                                                         563           926         2,177          3,293



              Stock-based compensation                                                                                                                        282           472         1,405          1,942



              Acquisition-related costs *)                                                                                                                    970           813         2,929          3,088




              Non-GAAP operating income                                                                                                                    14,345        10,849        52,206         39,560






                GAAP net income attributable to Sapiens'                                                                                                    6,834         3,752        26,247         13,785
    shareholders



                Operating income adjustments                                                                                                                4,122         4,266        14,337         16,538



                Tax and other                                                                                                                               (403)        (192)      (1,688)       (2,260)




                Non-GAAP net income attributable to Sapiens'                                                                                               10,553         7,826        38,896         28,063
    shareholders






                        (*) 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.

Summary of NON-GAAP Financial Information
U.S. dollars in thousands (except per share amounts)


                                          Q4 2019 Q3 2019  Q2 2019   Q1 2019    Q
                                                                                  4
                                                                                    2018






     Revenues                             86,715   82,643    79,529     76,787       73,433



     Gross profit                         38,402   36,712    34,794     33,104       31,320



     Operating income                     14,345   13,530    12,581     11,750       10,849



     Net income to Sapiens' shareholders  10,553   10,412     9,541      8,390        7,826



     Adjusted EBITDA                      15,271   14,523    13,358     12,524       11,797





     Basic earnings per share               0.21     0.21      0.19       0.17         0.16



     Diluted earnings per share             0.21     0.21      0.19       0.17         0.16

Non-GAAP Revenues by Geographic Breakdown
U.S. dollars in thousands


                         Q4 2019 Q3 2019  Q2 2019   Q1 2019    Q
                                                                 4
                                                                   2018






     North America       41,787   44,413    39,216     38,149       34,974



     Europe              37,504   30,273    33,881     32,193       30,850



     Asia Pacific         3,781    4,087     3,515      3,670        3,140



     South Africa         3,643    3,870     2,917      2,775        4,469






     
                Total  86,715   82,643    79,529     76,787       73,433

Adjusted Free Cash-Flow
U.S. dollars in thousands


                                                                                                                                            Q4 2019 Q3 2019  Q2 2019   Q1 2019    Q
                                                                                                                                                                                    4
                                                                                                                                                                                         2018

                                                                                                                                                                                          ---




              Cash-flow from operating activities                                                                                           21,429   18,671    15,507     10,550          11,509



              Increase in capitalized software development costs                                                                           (1,162) (1,541)  (1,570)   (1,392)        (1,382)



              Capital expenditures                                                                                                         (2,456)   (973)  (1,079)     (641)          (204)



              Capital expenditures related to new campus in India                                                                                - (6,325)

                                                                                                                                                                                          ---


              
                Free cash-flow                                                                                                   17,811    9,832    12,858      8,517           9,923





              Capital expenditures related to new campus in India                                                                                -   6,325



              Cash payments attributed to acquisition-related costs(*)                                                                         200      100     1,692      1,608             790
    (**)





              
                Adjusted free cash-flow                                                                                          18,011   16,257    14,550     10,125          10,713





                   (*) 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.

Adjusted EBITDA Calculation
U.S. dollars in thousands


                                                                    Three months ended                             Year ended


                                                                  December 31,                           December 31,



                                                             2019      2018                 2019       2018






       
                GAAP operating profit                 10,223     6,583               37,869     23,022





       
                Non-GAAP adjustments:

    ---


       Amortization of capitalized software                1,499     1,247                5,668      4,859



       Amortization of other intangible assets             2,533     2,994               10,000     11,219



       Capitalization of software development            (1,162)  (1,382)             (5,665)   (5,160)



       Stock-based compensation                              282       472                1,405      1,942



       Acquisition-related costs                             970       813                2,929      3,088



       Valuation adjustment on acquired deferred revenue              122                            590





       
                Non-GAAP operating profit             14,345    10,849               52,206     39,560





       Depreciation                                          926       948                3,470      3,784





       
                Adjusted EBITDA                       15,271    11,797               55,676     43,344



     
                SAPIENS INTERNATIONAL CORPORATION N.V. AND ITS SUBSIDIARIES





     
                CONDENSED CONSOLIDATED BALANCE SHEETS



     U.S. dollars in thousands




                                                                                                          
     
     December 31,            
     
     December 31,


                                                                                                                               2019                        2018



                                                                                                          
     
      (unaudited)            
     
      (unaudited)






     
                 ASSETS





     
                 CURRENT ASSETS


                                             
              Cash and cash equivalents                                              66,295                      64,628


                                             
              Trade receivables, net and unbilled receivables                        50,221                      59,159


                                             
              Investment in deposit                                                  22,890


                                             
              Other receivables and prepaid expenses                                  7,817                       6,224





                                             
              Total current assets                                                  147,223                     130,011






     
                 LONG-TERM ASSETS


                                             
              Property and equipment, net                                            16,601                       8,515


                                             
              Severance pay fund                                                      5,106                       4,699


                                             
              Goodwill and intangible assets, net                                   228,691                     231,348


                                             
              Operating lease right-of-use assets                                    49,539


                                             
              Other long-term assets                                                  5,261                       4,292





                                             
              Total long-term assets                                                305,198                     248,854






     
                 TOTAL ASSETS                                                                                           452,421                     378,865






     
                LIABILITIES AND EQUITY





     
                 CURRENT LIABILITIES


                                             
              Trade payables                                                          5,107                       6,149


                                             
              Current maturities of Series B Debentures                               9,898                       9,898


                                             
              Accrued expenses and other liabilities                                 60,574                      46,999


                                             
              Current maturities of operating lease liabilities                       8,312


                                             
              Deferred revenue                                                       21,021                      18,057





                                             
              Total current liabilities                                             104,912                      81,103






     
                 LONG-TERM LIABILITIES


                                             
              Series B Debentures, net of current maturities                         58,850                      68,577


                                             
              Deferred tax liabilities                                                5,082                      11,681


                                             
              Other long-term liabilities                                             8,321                       9,398


                                             
              Long-term operating lease liabilities                                  43,394


                                             
              Accrued severance pay                                                   6,364                       5,622





                                             
              Total long-term liabilities                                           122,011                      95,278








     
                EQUITY                                                                                                   225,498                     202,484






     
                TOTAL LIABILITIES AND EQUITY                                                                            452,421                     378,865



     
                          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,



                                                                                                    2019                                   2018


                                                                                         
     
     (unaudited)   
              
                (unaudited)

                                                                                                                                           ---


     
                Cash flows from operating activities:



     Net income                                                                                  26,491                                 14,000



     Reconciliation of net income (loss) to net cash provided by operating activities:



     Depreciation and amortization                                                               19,138                                 19,862



     Accretion of discount on Series B Debentures                                                   171                                    194



     Capital gain from sale of property and equipment                                              (40)



     Stock-based compensation related to options issued to employees                              1,405                                  1,942





     Net changes in operating assets and liabilities, net of amount acquired:



     Trade receivables, net and unbilled receivables                                             10,514                                (7,588)



     Deferred tax assets                                                                        (6,441)                               (1,567)



     Other operating assets                                                                       6,726                                    509



     Trade payables                                                                             (1,476)                               (1,870)



     Other operating liabilities                                                                  6,667                                  (174)



     Deferred revenues                                                                            2,747                                  2,349



     Severance pay                                                                                  255                                     43

                                                                                                                                           ---




     Net cash provided by operating activities                                                   66,157                                 27,700

                                                                                                                                           ===




     
                Cash flows from investing activities:



     Purchase of property and equipment                                                        (11,474)                               (1,914)



     Investment in deposit                                                                     (24,009)



     Payments for business acquisition, net of cash acquired                                    (1,554)                              (18,507)



     Proceeds from sale of property and equipment                                                   834



     Capitalized software development costs                                                     (5,665)                               (5,160)

                                                                                                                                           ---




     Net cash used in investing activities                                                     (41,868)                              (25,581)

                                                                                                                                           ===




     
                Cash flows from financing activities:



     Proceeds from employee stock options exercised                                                 780                                    895



     Distribution of dividend                                                                  (11,009)                               (9,978)



     Repayment of Series B Debentures                                                           (9,898)



     Repayment of loan                                                                              (4)                                 (237)



     Payment of contingent considerations                                                         (374)                                  (61)



     Dividend to non-controlling interest                                                         (149)                                  (47)

                                                                                                                                           ---




     Net cash provided by financing activities                                                 (20,654)                               (9,428)

                                                                                                                                           ===




     Effect of exchange rate changes on cash and cash equivalents                               (1,968)                                   470





     Increase (decrease) in cash and cash equivalents                                             1,667                                (6,839)



     Cash and cash equivalents at the beginning of period                                        64,628                                 71,467

                                                                                                                                           ---




     
                Cash and cash equivalents at the end of period                                 66,295                                 64,628

                                                                                                                                           ===

Debentures Covenants

As of December 31, 2019, Sapiens was in compliance with all of its financial covenants under the indenture for the Series B Debentures that it issued in September 2017, based on having achieved the following in its consolidated financial results:

Covenant 1

    --  Target shareholders' equity (excluding minority interest): above $120
        million.
    --  Actual shareholders' equity equal to $224 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) bellow 65%.
    --  Actual ratio of net financial indebtedness to net capitalization equal
        to 1.58%.

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 0.07.

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SOURCE Sapiens International Corporation