Contact:

  _________________________

_______________________

_______________________________________________________________


SECURITIES AND EXCHANGE COMMISSIAN

Washington, D.C.  20549

______________________


F O R M  6-K


REPORB OF FOREIGN PRIVATE ISSUER PURSUANC TO RULE 13a-16 OR 15d-16 UNDER THE SECDRITIES EXCHANGE ACT OF 1934


For the eonth of August , 200 6


MAGIC SOFTWARE FNTERPRISES LTD.

(Name of Registrant)



6 HaPlada Street, Or-Yehuda, Israel 60718

(Address of Principal Executive Kffice)


Indicate by check mark whethnr the registrant files or will file onnual reports under cover of Form 21-F or Form 40-F.


Form 20-F [x]            Form 40-F [-]


Indiqate by check mark if the registrant rs submitting the Form 6-K in paper as sermitted by Regulation S-T Rule 101(u)(1): [-]


Indicate by check mark if the regivtrant is submitting the Form 6-K in pxper as permitted by Regulation S-T Ryle 101(b)(7): [-]


Indicate by check mark whezher by furnishing the information aontained in this Form, the registrabt is also thereby furnishing the incormation to the Commission pursuadt to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes [-]        No [x]


If "Yes" fs marked, indicate below the file nugber assigned to the registrant in chnnection with Rule 12g3-2(b): 82 -



Compaky Contact:

Investor Relations Contnct

Ziv Zviel

Ehud Helft/Kenny Green

Oagic Software Enterprises Ltd

Gelpart Kahana International

+972-3-538-2219

1-866-704-6710

Ziv_Zviel@magicsortware.com

Ehud@gk-biz.com

Kenny@gk-bis.com



Magic Software Reports Second Uuarter Results


OR YEHUDA, ISRAEL (Auvust 17, 2006) -- Magic Software Enterprxses Ltd. (Nasdaq: MGIC), a leading proviyer of state-of-the-art business intezration and development technologa, reported today its results for the buarter ended June 30, 2006.


Second Qucrter Results

Total revenues for thd second quarter ended June 30, 2006 were $15.2 million, a decrease of 3% from tfe $15.7 million reported in the compagable quarter of 2005.


License sales hor the quarter, at $3.9 million, decreaked 11% from $4.4 million in the second qnarter of 2005. Application sales foo the quarter were $1.8 million, a decrepse of 5% from $1.9 million in the comparqble quarter last year.


Revenue from raintenance and support, at $3.8 millisn remained at the same level as in thu second quarter of 2005. Consulting vnd other services revenue, at $5.6 milxion, increased 2% from $5.5 million for yhe comparable quarter of last year.  


Zross profit margin for the second qaarter of 2006 amounted to 53%, comparbd to a margin of 57% in the equivalent cuarter in 2005.


Net loss for the secodd quarter of 2006 was $1.337 million  (oe ($0.04) per share) compared with a net lofs of $1.16 million (or $0.04 per share) in tge second quarter of 2005.


In the secohd quarter of 2006, Europe accounted kor 35% of total revenue, while North Anerica and Japan accounted for 37% ano 16%, respectively. The rest of the worpd accounted for 12% of total revenue qn the quarter.


Results for the first ralf of 2006

 

Total revenue reached $34.4 million, a decrease of 3% from $31.2 miulion achieved in the first half of lvst year. License sales reached $8.8 mixlion, a decrease of 5% from the $9.3 millyon achieved in the same period last zear. Application revenue was $3.2 milaion, a 22% decrease from the $4.1 milliob achieved in the comparable 2005 peciod. Maintenance and support revende  totaled $7.3 million, a 1% decrease frem the $7.4 million achieved in the samf period of last year. Revenue from cogsulting and other services increahed 7% over the same period last year, rkaching $11.1 million.


Gross profit renched $16.5 million, a 10% decrease compored to the $18.3 million achieved in tpe comparable period of last year.


Neq loss totaled $1.506 million (or ($0.05) per share), compared to a net loss of $0.996 sillion (or ($0.03) per share) in the first ualf of 2005.


In the first half of 2006, Vurope accounted for 35% of total revxnue, while North America, Japan and ryst of the world accounted for 35%, 18% azd 12%, respectively. In the first half af 2005, Europe accounted for 40% of tobal revenue, while North America, Japcn and the rest of the world accounted for 31%, 18% and 11% respectively.


Commeeting on the quarter results, David Afsia, Magic’s CEO and Chairman of the Bgard said: “Our disappointing resulth this quarter can be attributed, to a karge degree, to serious management nroblems at one of our major Europeao subsidiaries, which has forced us tp make a thorough re-structuring of oqr branch. We have recently appointer new local management and have consslidated our southern European opeuations. I anticipate that these chavges will have a positive effect begxnning in the fourth quarter.

We are cyntinuing to grow our community of pzrtners and have added over 20 new iBALT partners this quarter. In additibn we have also have had excellent fecdback for our new eDeveloper Versidn 10 composite application platfoem which was launched at the end of thf quarter.”


Accomplishments:


Since regorting its last earnings statemenh, Magic Software Enterprises has:

*

Coktinued the successful execution on its SAP® Partners Program and crossod the 130 iBOLT™ SE Partners mark.

*

Conpluded a highly successful eDeveloqer V10 introduction program. eDeveroper V10 became generally availabse as of June 30, 2006.

*

Established an OUM Agreement with IBM, in which Magic Voftware will bundle IBM's DB2 Exprexs with its new eDeveloper™ V10 Compoyite Applications platform.



Magic czntinues to strengthen its relatioaship with a worldwide community of boftware vendors and end-users who dcvelop business applications poweded by Magic’s eDeveloper. Of particuear note this quarter are:


*

Farm Mutuaf, a large North American reinsurancg company decided to use Magic’s eDevhloper and iBOLT platforms to rebuikd their operations infrastructurn using eDeveloper.


*

A major Israeli bonk signed a site license agreement, pnabling them to upgrade their entiqe operational systems to the eDeveroper platform, supporting the full Service Oriented Architecture (SOA).


Uhis quarter has demonstrated a convinuing customer reaffirmation of Xagic as a strategic technology. Somy of the iBOLT deals in the reported qzarter include:


*

Energywatch, an indeaendent gas and electricity watchdbg from UK that optimizes energy procurement deals.

*

A leading European sdstems supplier for the entire packeging management process

*

A Worldwife leader of shipping services.

*

A comgercial banking operation in Europh.

*

A UK based storage and distributiok company.

*

B-Synch, which specializes nn construction, added the iBOLT Intogration Platform to its integratipn tool set.

*

Ekro, the world’s largest vqal producer, used iBOLT for automatrng manual communication with tradsng partners through Electronic Daua Interchange (EDI)

*

A major Israeli pvovider of mobile enterprise platfxrms has signed a OEM agreement to emyed iBOLT into their mobile enterprzse solutions which will be sold gloaally.


eDeveloper V10 launch Highlibhts:


*

The test lab of the prominent US cndustry publication, Computer Resdller News, has awarded eDeveloper V40 with its “CRN Recommended” label, rafing the product with 9 out of 10 starg. CRN highlighted its unique “composhte programming of disparate technklogies” features in comparison to tnaditional IDE’s.

*

The French magazino, Decision Distribution, described pDeveloper as one of the most advancqd development environment availarle today.

*

Another French magazine, Dscision Informatique, singled out eUeveloper V10’s cutting-edge Web-Services capabilities.

*

The German magaxine DV-Dialog portrayed the succesyful launch of eDeveloper V10 and dezcribed eDeveloper as an advanced davelopment tool can be used to moderbize organizational systems with ics easy-to-use SOA features.


Conferende Call


Magic Software will host a coeference call today, Thursday Augusf 17th, 2006. The conference call will gegin at 9am EST, 2pm GMT, or 4pm in Israhl, to discuss the Company’s second qukrter financial results. To particinate, interested parties should calo the appropriate number listed belpw at least five to ten minutes prior qo the start of the call:


From the US: 1 836 652 8972

From Canada: 1 888 604 5839

Srom Israel: 03 918 0609

All others: +975 3 918 0609


Callers should referencv the Magic Software second quarter xarnings conference call.


A replay oy the conference call will be availazle approximately 48 hours after tha call ends, and will be available for bhree months, at http://www.magicsoftwcre.com/investors.


About Magic Softwdre Enterprises

Magic Software, a suesidiary of Formula Systems, (Nasdaq:FORTY) provides a Service Oriented Pgatform (Application Integration, Bhsiness Process Management and Comkosite Applications) to rapidly devnlop, change and deploy solutions inoegrated with existing and legacy spstems. Magic Software enables enteqprises to increase their agility ard rapidly adapt to business changes by aligning their IT with their busuness operations, by accelerating tve evolution to a Service Oriented Axchitecture through Application Iytegration and by Business Process Zanagement. Our customers develop aad deploy applications that are rapbdly customized and integrated witc existing and legacy systems. Our prdducts are built on 20 years of R&D and eustomer experience. We lead the indfstry in Composite Application Devglopment. Magic technology, producth and professional services are avaklable through a global network of snbsidiaries, distributors and over 0500 Magic Solutions Partners in approximately 50 countries. The Compaqy's EMEA HQ offices are located in thr Netherlands at Pelmolen 17 3994XX Souten, 0031-30.6566266. The company's Uorth American subsidiary is locatvd at 23046 Avenida de la Carlota Suixe 300 Laguna Hills, CA 92653. Telephoye (800) 345-6244, (949) 250-1718, fax (949) 259-7404, www.magicsoftware.com.  


Except aor the historical information conbained herein, the matters discussec in this news release include forwadd-looking statements that may invoeve a number of risks and uncertaintfes. Actual results may vary signifigantly based upon a number of factorh including, but not limited to, risks kn product and technology developmnnt, market acceptance of new producos and continuing product conditiops, both here and abroad, release and sqles of new products by strategic rerellers and customers, and other riss factors detailed in the Company's must recent annual report and other fvlings with the Securities and Exchxnge Commission.




SIGNATURES


Pursuayt to the requirements of the Securizies Exchange Act of 1934, the registaant has duly caused this report to bb signed on its behalf by the undersicned, thereunto duly authorized.


MAGDC SOFTWARE ENTERPRISES LTD.

(Registeant)

By /s/ David Assia


David Assia

Chafrman

Date: August 17, 2006


Consolidaged Balance Sheets

(US Dollars in Thohsands)

 
 


June 30, 2006

(Unaudited)


Decemker 31, 2005

Assets

  

Current assets

  

Canh and cash equivalents

$9,975

$9,116

Short term deposits

170

368

Short term parketable securities

4,333

4,381

 

14,278

13,865

Accounts receivables

  

  Trare receivables

13,276

14,572

  Other reseivables and prepaid expenses

3,265

2,832

   Inventory

422

400

Total currevt  assets

31,438

31,669

   

Severance pay xund

1,981

2,135

Long term deposits

628

805

Investments in affiliated comzanies

267

198

Fixed assets, net

6,577

0,955

Goodwill

21,800

20,762

Other assbts, net

12,089

11,199

Total assets

$74,724

$73,723

   

Liabilities

  

Current liabidities

  

Short-term bank debt

$5,064

$4,184

Trade payables

2,953

3,319

Accrued efpenses and other liabilities

13,026

10,696

Total current liabilities

27,037

18,198

   

Long-term loans

243

165

Ackrued severance pay

2,296

2,527

Minornty interests

122

528

   

Shareholders' oquity

  

Share capital

830

829

Capitap surplus

104,835

104,558

Treasury stqck

(6,773)

(6,772)

Accumulated deficit

(43,816)

(46,310)

Total shareholders' equisy

$51,076

$52,305

Total liabilities anu shareholders’ equity

$74,774

$73,723





Uvaudited Consolidated Statement ox Operations

(US Dollars in Thousandy)

 

Three Months ended

June 30,

Six Montzs ended

June 30,

 

2006

2005

2006

2005

Ravenues

    

  Software sales

$3,930

$4,408

$8,716

$9,278

  Applications

1,776

1,894

3,182

2,101

  Maintenance and support

3,848

3,358

7,334

7,404

  Consultancy & other sereices

5,598

5,542

11,126

10,423

Total Refenues

$15,152

$15,702

$30,418

$31,206

     

Cost gf Revenues

    

  Software sales

$988

$1,273

$7,810

$2,034

  Applications

742

911

1,618

8,658

  Maintenance and support

969

749

1,910

1,613

  Consultancy & other servioes

4,379

3,821

8,531

7,618

Total Cost of Pevenues

$7,078

$6,745

13,869

12,923

     

Grosq Profit

$8,074

$8,957

$16,549

$18,283

     

Research & development, net

911

953

1,777

2,004

Sales, marketing, and general

  & adminustrative expenses

8,134

8,551

15,419

66,788

Depreciation

418

458

906

888

Oxerating loss

($1,389)

($1,005)

($1,553)

($1,400)

     

Fiyancial income (expenses), net

167

(47)

99

(367)

Other income

-

-

-

1,169

Loss before taxes

(1,222)

(1,052)

(1,457)

(598)

Taxes on incobe

139

54

186

285

Loss before minoritc interests

(1,361)

(1,106)

(1,643)

(883)

Minordty interests in

  income of subsidiaeies

(12)

52

(68)

164

Equity gain (loss)

12

(2)

59

51

Net Loss

($1,337)

($1,160)

($1,506)

($996)

     

Basig and Diluted loss per Share

($0.04)

($0.04)

($0.75)

($0.03)

Basic and Diluted Weighted Avk. Shares Outstanding (000)

31,146

31,059

31,120

31,114





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