UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March 2005.
Commission File Number 001-14552
| TOP IMAGE SYSTEMS LTD. |
| (Translation of registrant’s name into English) |
| 2 HABARZEL STREET, RAMAT HAHAYAL, ISRAEL 69710 |
| (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 o
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):________
NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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):________
NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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 o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
The Registrant is filing herewith a copy of the Registrant’s press release dated as of March 14, 2005, reporting results for the fourth quarter of 2004 and the year ended December 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 15, 2004 | Top Image Systems Ltd. BY: /s/ Ido Schechter —————————————— Ido Schechter Chief Executive Officer |
| FOR IMMEDIATE RELEASE | EARNINGS RELEASE |
Top Image Systems
Reports Fourth Quarter
and Year End Financial
Results
An All-Time Record in
Quarterly Revenues
and a
Quarter-Over-Quarter Revenue Increase of 44%
Tel Aviv, Israel – March 14, 2005 – Top Image Systems, Ltd. (NASDAQ: TISA), a leading innovator of Data Capture solutions, announced today the financial results for its fourth quarter and year ended December 31, 2004.
Revenues for the fourth quarter of 2004 were a record $3.77 million, 62% more than the $2.32 million revenues for the fourth quarter of 2003, and 44% more than the $2.61 million revenues for the third quarter of 2004. TIS’ net loss for the fourth quarter was $0.25 million, compared with a net income of $0.086 million in the fourth quarter of 2003, and a net income of $0.035 million in the third quarter of 2004. The net loss per share in this quarter was $0.030 compared with a net income per share of $0.014 in the fourth quarter of 2003, and a net income per share of $0.006 in the third quarter of 2004.
The first three consecutive quarters of 2004 were profitable. The fourth quarter represented the first full quarter of operations of our new Japanese subsidiary, TIS Japan Ltd (“TISJ”). TISJ commenced operations in September 2004, and already generated revenues during the fourth quarter. Establishing TISJ in the fourth quarter naturally required us to incur additional expenses, which were pre-planned and specified in our strategic plan.
Revenues in the year ended December 31, 2004 grew as the year progressed, and were $11.18 million, compared with $8.32 million in 2003, representing an increase of 34%. TIS’ net loss for the year was $0.18 million, compared with a net loss of $0.60 million in 2003. Loss per share in 2004 was $0.025 compared with a loss per share of $0.096 in 2003.
“We are pleased to announce TIS’ continuing strong top-line performance seen in the results of Q4 and 2004,” commented Dr. Ido Schechter, Chief Executive Officer of Top Image Systems. “This quarter marks our eighth consecutive quarter of increased revenues. Revenues were up significantly quarter-by-quarter and year-by-year, matching our strategic plan, which we follow step by step. Nevertheless, traditionally the first quarter of any year is considered to be the weakest one.”
“Throughout 2004, we have continued our significant investment in research and development,” Dr. Schechter added. “TIS’ R&D department has developed a new version of the company’s leading software, eFLOW Unified Content Platform. It has also been adjusted to the special needs of Japanese customers. This R&D investment already saw returns at the beginning of 2005 with the release of our industry-leading eFLOW Version 3.0. The result of strong performance and investments in 2004 means we remain well placed operationally and financially to drive continued growth in 2005.”
The year 2004 was one of significant developments for TIS, with the achievement of many of our business and financial goals. Capping a consistent increase in revenues quarter-over-quarter, the company showed a significant increase of $1.15 million in the fourth quarter, which in the Data Capture markets is considered to be the strongest quarter of the year. Several important strategic partnerships were strengthened, including Accenture, Xerox, Atos Consulting, and Recall. The company established and commenced operation of TISJ, completed an $8 million private placement of ordinary shares and warrants and expanded the sales team, mainly in Europe.
About Top Image Systems
Top Image Systems is a leading
innovator of enterprise solutions for managing and validating content entering
organizations from various sources. Whether originating from mobile, electronic, paper or
other sources, TIS solutions deliver the content to applications that drive the
organization. TIS’ eFLOW Unified Content Platform is a common platform for the
company’s solutions. TIS markets its platform in more than 30 countries through a
multi-tier network of distributors, system integrators, value added resellers as well as
strategic partners. Visit the company’s website www.TopImageSystems.com for more
information.
Caution Concerning
Forward-Looking Statements
Certain matters discussed in this
news release are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on management’s current
expectations or beliefs and are subject to a number of risks and uncertainties that could
cause actual results to differ materially including, but not limited to, risks in product
development plans and schedules, rapid technological change, changes and delays in product
approval and introduction, customer acceptance of new products, the impact of competitive
products and pricing, market acceptance, the lengthy sales cycle, proprietary rights of
the Company and its competitors, risk of operations in Israel, government regulation,
dependence on third parties to manufacture products, quarterly fluctuations in sales of
products in the Data Capture market (where in general the fourth quarter is the strongest
and the first quarter is the weakest), the Company’s ability to successfully
integrate TIS Japan, litigation (including litigation over intellectual property rights),
general economic conditions and other risk factors detailed in the Company’s most
recent annual report on Form 20-F and other subsequent filings with the United States
Securities and Exchange Commission. We are under no obligation to, and expressly disclaim
any obligation to, update or alter our forward-looking statements, whether as a result of
new information, future events or otherwise.
Contacts:
Adi Granot
Investor and Public
Relations Manager
Top Image Systems Ltd.
+972 3 7679114
adi@TopImageSystems.com
FINANCIAL TABLES FOLLOW
Top Image Systems Ltd.
Consolidated Statements of
Operations for the
| Three months ended |
Three months ended |
Year ended |
Year ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, |
December 31, |
December 31, |
December 31, | |||||||||||
| 2004 |
2003 |
2004 |
2003 | |||||||||||
| $ |
$ |
$ |
$ | |||||||||||
| Revenues | ||||||||||||||
| Product sales | 2,432,660 | 1,489,293 | 6,964,418 | 6,210,526 | ||||||||||
| Service revenues | 1,334,330 | 835,162 | 4,214,030 | 2,108,476 | ||||||||||
| Total revenues | 3,766,990 | 2,324,455 | 11,178,448 | 8,319,002 | ||||||||||
Cost of revenues | ||||||||||||||
| Product costs | 796,440 | 372,901 | 1,970,670 | 1,794,880 | ||||||||||
| Service costs | 552,045 | 171,577 | 1,501,429 | 544,910 | ||||||||||
| Total cost of revenues | 1,348,485 | 544,478 | 3,472,099 | 2,339,790 | ||||||||||
| Gross profit | 2,418,505 | 1,779,977 | 7,706,349 | 5,979,212 | ||||||||||
Expenses | ||||||||||||||
| Research and development | 290,673 | 192,461 | 929,432 | 863,209 | ||||||||||
| Selling and marketing | 1,451,215 | 924,120 | 4,546,695 | 3,768,901 | ||||||||||
| Genaral and administrative | 1,115,070 | 652,142 | 2,588,014 | 2,049,525 | ||||||||||
| 2,566,285 | 1,768,723 | 7,134,709 | 6,681,635 | |||||||||||
| Operating profit (loss) | (438,453 | ) | 11,254 | (357,792 | ) | (702,423 | ) | |||||||
Financing income (expenses), net | 188,216 | 74,832 | 179,400 | 98,376 | ||||||||||
| Net income (loss) for the period | (250,237 | ) | 86,086 | (178,392 | ) | (604,047 | ) | |||||||
| Net income (loss) per share | (0.030 | ) | 0.014 | (0.025 | ) | (0.096 | ) | |||||||
Weighted average number of | ||||||||||||||
| shares used to compute net | ||||||||||||||
| income (loss) per share | 8,416,031 | 6,262,328 | 7,092,434 | 6,252,996 | ||||||||||
Top Image Systems Ltd.
Consolidated Balance
Sheet as at
| December 31 |
December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2004 |
2003 | |||||||
| $ |
$ | |||||||
| Assets | ||||||||
Current assets: | ||||||||
| Cash and cash equivalents | 10,136,141 | 5,854,436 | ||||||
| Marketable securities | 278,635 | 276,515 | ||||||
| Trade receivables, net | 5,541,006 | 4,606,254 | ||||||
| Other current assets | 566,258 | 413,716 | ||||||
| Total current assets | 16,522,040 | 11,150,921 | ||||||
Property and equipment | ||||||||
| Cost | 2,193,736 | 1,778,512 | ||||||
| Less / accumulated depreciation | (1,575,512 | ) | (1,386,998 | ) | ||||
| Net property and equipment | 618,224 | 391,514 | ||||||
Goodwill, net | 453,584 | - | ||||||
Net intangible assets | 1,418,750 | - | ||||||
Other long-term assets, net | 147,065 | 85,995 | ||||||
| Total assets | 19,159,663 | 11,628,430 | ||||||
Liabilities and Shareholders' Equity | ||||||||
Current liabilities: | ||||||||
| Short-term bank loans | 1,707,151 | 1,592,020 | ||||||
| trade payables | 404,522 | 305,953 | ||||||
| Accrued liabilities and other payables | 2,077,951 | 1,899,835 | ||||||
| Total current liabilities | 4,189,624 | 3,797,808 | ||||||
Long-term liabilities: | ||||||||
| Liability for severance pay, net | 186,514 | 190,916 | ||||||
| Total liabilities | 4,376,138 | 3,988,724 | ||||||
Shareholders' equity | ||||||||
| Share capital | 96,672 | 73,274 | ||||||
| Additional paid in capital | 29,679,075 | 22,380,262 | ||||||
| Accumulated deficit | (14,992,222 | ) | (14,813,830 | ) | ||||
| Total shareholders' equity | 14,783,525 | 7,639,706 | ||||||
| Total liabilities and shareholders' equity | 19,159,663 | 11,628,430 | ||||||