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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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F O R M 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 2003
ATTUNITY LTD
(Name of Registrant)
Einstein Building, Tirat Carmel, Haifa, Israel 39101
(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 if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): __
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
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 X
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_________________
This Form 6-K is being incorporated by reference into the Company's Form
F-3 Registration Statements File Nos. 333-11972, 333-12450 and 333-14140.
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ATTUNITY LTD
6-K Items
1. Attunity Ltd Press Release re Attunity to Report Fourth Quarter and 2002
Fiscal Year End Results dated February 20, 2003
2. Attunity Ltd Press Release re Attunity Announces Fourth Quarter and 2002
Year End Results dated March 4, 2003.
Item 1
Press Release Source: Attunity
Attunity to Report Fourth Quarter and 2002 Fiscal Year End Results
Thursday February 20, 6:50 pm ET
WAKEFIELD, Mass.--(BUSINESS WIRE)--Feb. 20, 2003--Attunity Ltd. (NASDAQ: ATTU -
News), a leader in business process, application and data integration solutions
for the extended enterprise, today announced thatit will report fourth quarter
and 2002 fiscal year end earnings on Tuesday, March 4, 2003 at 11:00 a.m.
Eastern Standard Time. The results will be discussed on a conference call to be
conducted by Arie Gonen, chairman.
To take part in the conference call, please dial (800) 299-9086 in the United
States or (617) 786-2903 internationally and provide the passcode number
34358317. This call will also be broadcast live on www.attunity.com and an
online replay will be available approximately one hour after the call.
Attunity also announced that it has been advised by NASDAQ that it has fallen
below NASDAQ's continued listing standard relating to minimum share price since
the closing bid price for company's shares has closed below the minimum of $1.00
for 30 consecutive trading days.
Under NASDAQ rules, the company has until May 14, 2003 to meet the NASDAQ
continued listing standard of a minimum bid price of $1.00 for 10 consecutive
days. At such time, if it is unable to comply with such standard, the company
may transfer its securities to the NASDAQ SmallCap Market. The company is
currently evaluating its alternatives with regard to complying with this
standard.
"We are confident that with our upcoming announcement of 2002 fiscal year end
earnings the investment community will have a greater appreciation of the value
of Attunity. We have been successfully executing a strategy that has delivered
consistent growth and profitability during 2002. In the very near future, we
expect our market valuation will more accurately reflect the turnaround and
promising future for Attunity."
About Attunity Ltd.
Attunity(TM) is a leading provider of eBusiness solutions that deliver dynamic
business process, application and data integration within and across
enterprises. Attunity gives organizations the power to leverage their IT
investments by automating and managing business processes within the enterprise
and with partners, suppliers and customers over the Internet.
The company's portfolio of software and services work in concert. Its eBusiness
Integration Suite utilizes the standards-based technologies of Attunity
Connect(TM) and Attunity BPI(TM) to insure rapid ROI while maintaining business
agility for the future.
Attunity delivers production-proven software and services to more than 1,000
companies worldwide and has strategic alliances with Oracle, HP, and other
world-class partners. Attunity products are available through direct sales and
support offices in the United States, Israel, the United Kingdom, France, the
People's Republic of China, and Australia, as well as distributors in Japan,
S.E. Asia, Europe and Latin America. For more information, visit
www.attunity.com or send email to info@attunity.com.
Copyright (C) 2003 Attunity Ltd. All rights reserved.
Attunity, the Attunity logo, Application Adapter Framework, Attunity AAF,
Attunity Connect and Web Services Process Integration are trademarks of Attunity
Ltd. All other marks are the property of their respective owners.
o (Except for the historical information contained herein, the matters discussed
in this news release include forward-looking statements that may involve a
number of risks and uncertainties. Actual results may vary significantly based
upon a number of factors, including but not limited to risks and product
technology development, market acceptance of the products and continuing product
demand, the impact of competitive products and pricing, changing economic
conditions, both here and abroad, release and sales of new products by strategic
resellers and customers, and other risk factors detailed in the company's most
recent annual report and other filings with the Securities and Exchange
Commission.)
_______________
Contact:
Attunity
Dan Potter, 781/213-5204
dpotter@attunity.com
Item 2
Press Release Source: Attunity Ltd.
Attunity Announces Fourth Quarter and 2002 Year End Results
Tuesday March 4, 8:13 am ET
Fourth Quarter '02 Grows 115% Over Fourth Quarter '01; 2002 Pro Forma Net Income
of $2.2M vs. 2001 Pro Forma Net Loss of ($14.3M)
WAKEFIELD, Mass.--(BUSINESS WIRE)--March 3, 2003-- Attunity Ltd.(NASDAQ: ATTU -
News), a leader in application and data integration solutions for the extended
enterprise, today announced financial results for the fourth quarter and fiscal
year ended December 31, 2002.
Total revenues in the fourth quarter of 2002 were $4,524,000, an increase of
115% from $2,102,000 for the same period in the prior year and an increase of
2.7% from $4,402,000 in the third quarter of 2002. Gross profit in the fourth
quarter of 2002 was $2,760,000 compared with a gross loss of ($128,000) for the
same period in the prior year. Pro forma net income for the fourth quarter of
2002 (excluding $608,000 non-recurring expenses) was $751,000 or $0.05 per share
compared with a pro forma net loss (excluding $1,326,000 non-recurring expenses)
of ($6,850,000) or ($0.52) per share in the fourth quarter of 2001 and compared
with a net profit of $619,000 or $0.04 per share in the third quarter of 2002.
Net profit was $143,000 or $0.01 per share compared with a net loss of
($8,176,000) or ($0.61) in the fourth quarter of 2001 and compared with a net
profit of $619,000 or $0.04 per share in the third quarter of 2002.
Non-recurring expenses were $608,000 in the fourth quarter of 2002.
Total revenues in 2002 were $17,455,000, an increase of 3.5% from $16,869,000 in
2001. Gross profit in 2002 was $11,452,000 compared with a gross profit of
$8,418,000 in 2001. Pro forma net income (excluding $608,000 non-recurring
expenses) for 2002 was $2,212,000 or $0.15 per share compared with a pro forma
net loss (excluding $1,326,000 non-recurring expenses) of ($14,305,000) or
($1.23) per share in 2001. Net profit in 2002 was $1,604,000 or $0.11 per share
compared with a net loss of ($15,631,000) or ($1.34) in 2001.
2001 Q1/2002 Q2/2002
Revenues $16,869,000 $4,208,000 $4,321,000
Pro Forma Net
Profit/Loss ($14,305,000) $405,000 $437,000
Net Profit ($15,631,000) $405,000 $437,000
Q3/2002 Q4/2002 2002
Revenues $4,402,000 $4,524,000 $17,455,000
Pro Forma Net
Profit/Loss $619,000 $751,000 $2,212,000
Net Profit $619,000 $143,000 $1,604,000
"We are very pleased to deliver sequential growth throughout this year both in
revenue and pro forma net income as forecasted," said Arie Gonen, chairman of
Attunity. "We have increased our revenues while decreasing our operating
expenses by 59%. These are very impressive results and I would like to thank
Attunity employees for their remarkable work throughout the year. I would also
like to thank our shareholders for their continued confidence in the company.
Our financial results speak for themselves."
"Our results in 2002 reflect our strategy to focus on sales execution, stabilize
our expense run rate, and effectively cultivate partner relationships. We are
very encouraged by our continued success in the high-end IBM mainframe and HP
NonStop environments. New reseller partners such as SeeBeyond will help further
expand our market share in this important segment."
"Our license revenues in 2002 were $6,931,000, an increase of 9.0% from
$6,355,000 in 2001. Our sales and marketing expenses in 2002 were $5,585,000 a
decrease of 54% from $12,120,000 in 2001. Today we are in a stronger competitive
position as a result of our efforts in 2002 and will invest more in sales and
marketing to capture greater market share and revenue in 2003," said Arie Gonen.
Highlights of Attunity's Fourth Fiscal Quarter 2002
Customer Wins
New customers in Q4 2002 included The May Department Stores Company, Booz Allen
Hamilton, FMC Technologies, Movado Group, Hamilton Company, Statistics Canada,
Colwell Patterson, Montefiore Medical Center, PAR Technology, Lazard Asset
Management, XAware, and Xchanging Ins-Sure Services, the processing bureau of
Lloyds of London.
New Product Offerings
Attunity Database Adapter for Microsoft BizTalk Server was introduced to provide
powerful XML based integration technology and unlock enterprise and legacy data.
The Database Adapter utilizes existing metadata from the various data sources to
automatically generate XML documents that can be dynamically configured and
deployed with Microsoft BizTalk Server
Channel Partnerships
SeeBeyond (NASDAQ:SBYN - News) entered into a relationship with Attunity to
resell Attunity Connect adapters for IBM z/OS mainframe and HP NonStop
platforms. Attunity has also been appointed a Gold Member in the SeeBeyond
Partner Program.
Microsoft Corp. (NASDAQ: MSFT - News) has appointed Attunity as one of only five
"Validated Adapter Partners" for the Microsoft BizTalk server product. Through
this expanded relationship, Microsoft now offers first line support to Attunity
Connect customers on BizTalk Server. Attunity and Microsoft also announced a
nationwide seminar series to promote the joint offering on the IBM iSeries
platform.
Attunity will conduct a teleconference tomorrow at 11:00am U.S. Eastern Standard
Time. To take part in the conference call, please dial (800) 299-9086 in the
United States or (617) 786-2903 internationally and provide the password code
number 34358317. This call will also be broadcast live on www.attunity.com and
an online replay will be available approximately one hour after the call.
About Attunity Ltd.
Attunity(TM) is a leading provider of eBusiness Integration solutions that
deliver dynamic business process, application and data integration within and
across enterprises. Attunity gives organizations the power to leverage their IT
investments by automating and managing business processes within the enterprise
and with partners, suppliers and customers over the Internet.
Copyright (C) 2003 Attunity Ltd. All rights reserved.
Attunity, the Attunity logo, Application Adapter Framework, Attunity AAF,
Attunity Connect and Web Services Process Integration are trademarks of Attunity
Ltd. All other marks are the property of their respective owners.
This press release contains forward-looking statements that are subject to risks
and uncertainties. Factors that could cause actual results to differ materially
from these forward-looking statements include, but are not limited to, general
business conditions in the industry, product technology developments, market
acceptance of our products and continuing product demand, the impact of
competitive products and pricing, changing economic conditions, release and
sales of new products by strategic resellers and customers, changes in demand
for products, the timing and amount or cancellation of orders and other risks
detailed from time to time in our filings with the Securities Exchange
Commission, including our Form 20-FAnnual Report. These documents contain and
identify other important factors that could cause actual results to differ
materially from those contained in our projections or forward-looking
statements. Stockholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on
which they are made. We undertake no obligation to update publicly or revise any
forward-looking statement.
Attunity Ltd.
CONSOLIDATED BALANCE SHEETS
(in thousands of US Dollars )
December 31, December 31,
2002 2001(a)
ASSETS
Current Assets
Cash and cash equivalents $2,693 $3,045
Short-term deposits 88 -
Marketable securities - 21
Accounts receivable - net 3,377 2,800
Other receivables and prepaid
expenses 1,233 1,082
Total current assets 7,391 6,948
Severance Pay Fund 1,189 1,207
Fixed Assets
Cost 7,446 7,330
Less: accumulated depreciation (6,301) (5,660)
1,145 1,670
Other assets
Computer software costs, net 6,075 6,070
Intangible assets, net 5,684 5,399
11,759 11,469
$21,484 $21,294
(a) Reclassified
Attunity Ltd.
CONSOLIDATED BALANCE SHEETS
(in thousands of US Dollars )
December 31, December 31,
2002 2001(a)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term bank debt $175 $174
Current maturities of long-term debt 205 231
Trade payables 645 1,320
Deferred revenues 1,986 2,221
Employees and payroll accruals 1,055 1,466
Accrued expenses and other
liabilities 1,558 1,678
Total current liabilities 5,624 7,090
Long term liabilities
Long term debt 55 211
Accrued severance pay 1,625 1,668
Total long term liabilities 1,680 1,879
Sharholders' equity
Share capital: Authorized
30,000,000 ordinary shares
of NIS 0.1 par value Issued
and Outstanding:
14,767,432 shares at December 31, 2002
14,580,160 shares at December 31, 2001 437 432
Capital surplus 86,592 86,614
Accumulated deficit (72,241) (73,845)
Foreign currency translation adjustment (608) (876)
Total Shareholders' equity 14,180 12,325
$21,484 $21,294
(a) Reclassified
Attunity Ltd.
CONSOLIDATED STATEMENTS OF OPERATION
(in thousands of US Dollars )
Three Months Ended Twelve Months Ended
December 31, December 31,
2002(a) 2001(a) 2002 2001(a)
Revenues
Licenses $1,676 $109 $6,931 $6,355
Maintenance 1,540 1,102 6,057 4,978
Services 1,308 891 4,467 5,536
4,524 2,102 17,455 16,869
Cost of revenues
Licenses 624 890 1,863 2,547
Maintenance 186 261 764 1,042
Services 954 1,079 3,376 4,862
1,764 2,230 6,003 8,451
Gross profit (loss) 2,760 (128) 11,452 8,418
Operating expenses
Selling and marketing 1,160 2,768 5,585 12,120
General and
administrative 330 1,079 1,509 3,829
Research and
development, net 455 649 2,023 3,982
Non-recurring expenses 608 1,326 608 1,326
Impairment of investment - 2,658 - 2,658
2,553 8,480 9,725 23,915
Operating profit (loss) $207 ($8,608) $1,727 ($15,497)
Financial income
(expenses) - net 136 97 141 48
Profit (loss) before
taxes 343 (8,511) 1,868 ($15,449)
Taxes on income (tax
benefits) 200 (115) 264 402
$143 ($8,396) $1,604 ($15,851)
Gain from discontinued
operations, net - 220 - 220
Net profit (loss) $143 ($8,176) $1,604 ($15,631)
Basic net profit (loss)
per share $0.01 ($0.61) $0.11 ($1.34)
Weighted average number
of shares used to
compute basic net
profit (loss) per share 14,697 13,298 14,697 11,666
Diluted net profit
(loss) per share $0.01 ($0.61) $0.11 ($1.34)
Weighted average number of
used shares to compute
diluted net
profit (loss) per share 14,697 13,298 14,725 11,666
(a) Reclassified
Attunity Ltd.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATION (b)
(in thousands of US Dollars)
Three Months Ended Three Months Ended
December 31, December 31,
2002(a) 2002(a) 2001(a) 2001(a)
As Adjusted Pro As Adjusted Pro
reported (1) forma(b) reported (1) forma(b)
as as
adjusted adjusted
Revenues
Licenses $1,676 $1,676 $109 $109
Maintenance 1,540 1,540 1,102 1,102
Services 1,308 1,308 891 891
4,524 4,524 2,102 2,102
Cost of revenues
Licenses 624 624 890 890
Maintenance 186 186 261 261
Services 954 954 1,079 1,079
1,764 1,764 2,230 2,230
Gross profit 2,760 2,760 (128) (128)
Operating
expenses
Selling and
marketing 1,160 1,160 2,768 2,768
General and
administrative 330 330 1,079 1,079
Research and
development, net 455 455 649 649
Non-recurring
expenses 608 (608) - 1,326 (1,326) -
Impairment of
investment - - 2,658 2,658
2,553 1,945 8,480 7,154
Operating profit
(loss) $207 $815 ($8,608) ($7,282)
Financial
income(expenses)
- net 136 136 97 97
Profit (loss)
before taxes $343 $951 ($8,511) ($7,185)
Taxes on income
(tax benefit) 200 200 (115) (115)
Profit (loss)
before taxes $143 $751 ($8,396) ($7,070)
Gain from
discontinued
operations, net - - 220 220
Net profit (loss) $143 $751 ($8,176) ($6,850)
Basic net profit
(loss) per share $0.01 $0.05 ($0.61) ($0.52)
Weighted average
number of shares
used to compute
basic net profit
(loss) per share 14,697 14,767 13,298 13,298
Diluted net
profit (loss)
per share $0.01 $0.05 ($0.61) ($0.52)
Weighted average
number of shares
used to compute
diluted net
profit (loss)
per share 14,697 14,733 $13,298 13,298
(a) Reclassified
(b) Pro forma Consolidated Statements of Operations are not prepared under U.S.
GAAP
(1) Non-recurring expenses include severance and offices lease expenses
Twelve Months Ended Twelve Months Ended
December 31, December 31,
2002(a) 2002(a) 2001(a) 2001(a)
As Adjusted Pro As Adjusted Pro
reported (2) forma(b) reported (2) forma(b)
as as
adjusted adjusted
Revenues
Licenses $6,931 $6,931 $6,355 $6,355
Maintenance 6,057 6,057 4,978 4,978
Services 4,467 4,467 5,536 5,536
17,455 17,455 16,869 16,869
Cost of revenues
Licenses 1,863 1,863 2,547 2,547
Maintenance 764 764 1,042 1,042
Services 3,376 3,376 4,862 4,862
6,003 6,003 8,451 8,451
Gross profit 11,452 11,452 8,418 8,418
Operating
expenses
Selling and
marketing 5,585 5,585 12,120 12,120
General and
administrative 1,509 1,509 3,829 3,829
Research and
development,
net 2,023 2,023 3,982 3,982
Non-recurring
expenses 608 (608) - 1,326 (1,326) -
Impairment of
investment 2,658 2,658
9,725 9,117 23,915 22,589
Operating profit
(loss) $1,727 $2,335 ($15,497) ($14,171)
Financial income
(expenses) -
net 141 141 48 48
Profit (loss)
before taxes 1,868 2,476 ($15,449) ($14,123)
Taxes on income
(tax benefit) 264 264 402 402
1,604 2,212 ($15,851) ($14,525)
Gain from
discontinued
operations, net - - 220 220
Net profit
(loss) $1,604 $2,212 ($15,631) ($14,305)
Basic net profit
(loss) per
share $0.11 $0.15 ($1.34) ($1.23)
Weighted average
number of
shares used to
compute basic
net profit
(loss) per
share 14,697 14,695 11,666 11,666
Diluted net
profit (loss)
per share $0.11 $0.15 ($1.34) ($1.23)
Weighted average
number of
shares used to
compute diluted
net profit
(loss) per
share 14,725 14,723 11,666 11,666
(a) Reclassified
(b) Pro forma Consolidated Statements of Operations are not prepared under U.S.
GAAP
(1) Non-recurring expenses include severance and offices lease expenses
___________
Contact:
Attunity
Dan Potter, 781/213-5204
dan.potter@attunity.com
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.
ATTUNITY LTD
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(Registrant)
By: /s/Arie Gonen
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Chairman
Date: March 4, 2003