SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



FORM 6-K


Report of Foreign Issuer


Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934



For the month of February 2006


Commission File Number 000-20181


Sapiens International Corporation N.V.
(translation of registrant’s name into English)


c/o Landhuis Joonchi

Kaya Richard J. Beaujon z/n
P.O. Box 837

Willemstad
Curaçao, Netherlands Antilles
(599) (9) 7366277
(address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-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 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


If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.


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SAPIENS ANNOUNCES Q4 2005 AND YEAR-END RESULTS

Research Triangle Park, N.C. - February 23, 2006 - Sapiens International Corporation N.V. (NASDAQ and TASE: SPNS) today announced its un-audited results of operations for the year ended December 31, 2005 and its un-audited results of operations for the fourth quarter of 2005.

For the fourth quarter, the Company recorded revenues of $9.8 million compared with $9.9 million in the previous quarter. Revenues for the year totaled $39.4 million compared with $47.8 million in 2004.


Operating loss for the quarter is $0.96 million, compared with $0.94 million in the previous quarter. Operating loss for the year is $5.5 million, compared with $1.7 million for 2004.


Reporting fourth quarter and year-end results, the Company recorded a write off of $250,000 of an institutional receivables management determined it to be uncollectible.


Without the $250,000 write off, operating loss for the quarter would have been $0.71 million, a reduction from the operating loss of $0.94 million reported in the previous quarter.


Net loss for the fourth quarter was $3.1 million, compared with a net loss of $1.6 million in the third quarter of 2005. Net loss for the year was $9.1 million, compared with a net loss of $5.1 million in 2004.


As part of its ongoing evaluation of the recoverability and utilization of its deferred tax assets, in Q4 and for the year, the Company recorded a write off of $1.6 million from its deferred tax assets.


Without the $1.6 million deferred tax assets write off and the $250,000 write off, net loss for the quarter would have been $1.3 million, a reduction from the net loss of $1.6 million in the previous quarter.


Roni Al-Dor, President and CEO, commented "The past three months, my first at Sapiens, have been very exciting for me. We have set out to sharpen focus on the insurance industry while maintaining and supporting our loyal eMerge™ customers. In 2006, we have made some changes to the Company's organizational structure, which include: across the board downsizing, improving our sales force and focusing our marketing efforts in geographical areas of high potential for our solutions.


"As I noted when I joined the Company three months ago, Sapiens has good people, good technology and good software. After these three intensive months, I believe even more that we can turn ourselves around and ride on the road to success."


Mr. Al-Dor, continued: "2006 is a year full of challenges and opportunities for us, such as the first payment of the principal amount of the debentures issued by the Company and promising new opportunities with new insurance customers in old and new markets based on our enhanced and improved suite of products. We believe in our capability to add new customers and penetrate these new markets."


[Tables Follow]


FOR ADDITIONAL INFORMATION:

Elior Brin

Chief Financial Officer

Sapiens International

Tel: +972-8-938-2934

E-mail: IR.Sapiens@sapiens.com

Roni Al-Dor

Chief Executive Officer

Sapiens International

Tel: +972-8-938-2934

E-mail: IR.Sapiens@sapiens.com


About Sapiens International

Sapiens International Corporation N.V. (Nasdaq and TASE: SPNS), a member of Formula Group (Nasdaq: FORTY) and (TASE: FORT), is a leading global provider of proven IT solutions that modernize business processes and enable insurance organizations to adapt quickly to change. Sapiens' innovative solutions are widely recognized for their ability to cost-effectively align IT with the business demands for speed, flexibility and efficiency. Sapiens operates through its subsidiaries in North America, the United Kingdom, EMEA and Asia Pacific, and has partnerships with market leaders such as IBM and EDS. Sapiens' clients include AXA, Liverpool Victoria, Norwich Union, OneBeacon, Principal Financial Group, Prudential, Abbey National, ING, and Occidental Fire & Casualty among others. For more information, please visit http://www.sapiens.com.

Except for historical information contained herein, the matters set forth in this release are forward-looking statements that are dependent on certain risks and uncertainties, including such factors, among others, as market acceptance, market demand, pricing, changing regulatory environment, changing economic conditions, risks in new product and service development, the effect of the Company's accounting policies, specific system configurations and software needs of individual customers and other risk factors detailed in the Company's SEC filings.


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SAPIENS INTERNATIONAL CORPORATION N.V.

Condensed Consolidated Balance Sheets

(U.S. Dollars in thousands)

       
       
       
   

12/31/2005

 

12/31/2004

 
       

Assets

     
       
 

Cash and cash equivalents

 $       6,699

 

 $    10,942

 
 

Short-term investments

          5,337

 

       11,157

 
 

Trade receivables, net

          8,339

 

       10,028

 
 

Other current assets

          1,621

 

         4,013

 
 

Total current assets

        21,996

 

       36,140

 
       
       
 

Property and equipment, net

          1,716

 

         2,382

 
 

Other assets, net

 

        28,154

 

       30,212

 
       

Total assets

 

 $     51,866

 

 $    68,734

 
       
       

Liabilities and shareholders' equity

    
       
 

Short-term bank credit and current maturities

    
 

   of long-term debt and convertible debentures

 $     17,112

 

 $    18,873

 
 

Trade payables

 

          1,910

 

         2,718

 
 

Other liabilities and accrued expenses

          8,742

 

         8,558

 
 

Deferred revenue

 

          4,867

 

         3,224

 
 

Total current liabilities

        32,631

 

       33,373

 
       
       
 

Long-term debt and other long-term liabilities

          1,584

 

         5,035

 
 

Convertible debentures and warrants

        14,019

 

       18,246

 
 

Shareholders' equity

          3,632

 

       12,080

 
       

Total liabilities and shareholders' equity

 $     51,866

 

 $    68,734

 
       

Note:

Certain prior year's amounts have been reclassified to conform with current year presentation



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SAPIENS INTERNATIONAL CORPORATION N.V.

 Condensed Consolidated Statements of Income

(U.S. Dollars in thousands, except per share amounts)

         
  

For the three months ended

 

For the year ended

  

12/31/2005

 

12/31/2004

 

12/31/2005

 

12/31/2004

Revenues

       

Products

 $     4,833

 

 $    6,716

 

 $   19,802

 

 $  26,781

Consulting and other services

        4,938

 

       5,313

 

      19,602

 

     21,023

Total revenues

        9,771

 

     12,029

 

      39,404

 

     47,804

         

Cost of revenues

       

Products

        3,696

 

       3,845

 

      14,619

 

     16,578

Consulting and other services

        2,571

 

       2,903

 

      10,227

 

     10,186

Impairment of capitalized software development costs

             -   

 

          901

 

             -   

 

          901

Total cost of revenues

        6,267

 

       7,649

 

      24,846

 

     27,665

         

Gross Profit

        3,504

 

       4,380

 

      14,558

 

     20,139

         

Operating expenses

       

Research and development, net

           480

 

          582

 

        2,723

 

       2,531

Selling, marketing, general and administrative

        3,987

 

       4,626

 

      16,245

 

     19,260

Restructuring expenses

             -   

 

             -   

 

        1,113

 

             -   

         

Operating Loss

           963

 

          828

 

        5,523

 

       1,652

         

Financial expenses, net

           407

 

          725

 

        1,788

 

       2,410

Other expenses, net *

        1,747

 

          147

 

        1,788

 

          780

         

Net Loss

        3,117

 

       1,700

 

        9,099

 

       4,842

         

Settlement of redeemable shares in a subsidiary

             -   

 

             -   

 

             -   

 

          299

         

Net Loss to shareholders of common shares

 $     3,117

 

 $    1,700

 

 $     9,099

 

 $    5,141

         

Basic and diluted loss per share

 $       0.25

 

 $      0.15

 

 $       0.76

 

 $      0.46

         

Weighted average shares used to compute - basic and diluted loss per share

12,492

 

11,449

 

11,982

 

11,273

         

Note

 * Includes taxes and minority interest

       






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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.






Sapiens International Corporation N.V.

(Registrant)




Date:  February 23, 2006

By:

/s/  Andrew Treitel


Andrew Treitel

General Counsel and Corporate Secretary