SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of March, 2010
Commission
File Number 001-14552
Top
Image Systems Ltd.
(Translation
of registrant’s name into English)
2
Ben Gurion St, Ramat Gan, Israel 52573
(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 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
This Form
6-K including all attachments is being incorporated by reference into the
Registration Statement on Form S-8 (file no. 333-125064) and the Registration
Statement on Form F-3 (file no. 333-119885).
CONTENTS
Attached hereto is a copy of the
Registrant’s press release dated March 3, 2010, reporting the results for the
three months ended December 31, 2009.
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.
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Top
Image Systems Ltd.
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Date:
March 3, 2010
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| By: |
/s/ Ido Schechter
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Ido
Schechter
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Chief
Executive Officer
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Top
Image Systems Reports Fourth Quarter and Year Ended
December
31, 2009 Financial Results
Tel Aviv, Israel – March 3, 2010 –
Top Image Systems, Ltd. (TIS) (NASDAQ: TISA, TASE: TISA), the leading
innovator of data capture solutions, today announced its financial results for
the fourth quarter and year ended December 31, 2009.
Fourth
Quarter Highlights
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-
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Revenues
of $5.9 million
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-
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Non-GAAP
operating income of $0.2 million
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-
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Positive
cash flow from operations of $0.4
million
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-
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Strong
performance in Europe and APAC
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-
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Increased
focus on selling solutions with a higher software
component
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-
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Continued
strong and globally diversified sales
pipeline
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Fourth
Quarter 2009 Results
Revenues
for the fourth quarter of 2009 reached $5.9 million compared to $6.5 million in
the fourth quarter of 2008. Revenues in the fourth quarter of 2008 included $1.1
million of hardware and third party sales, which were discontinued in 2009 in
line with the Company’s strategy to increase profitability and margins.
Excluding the hardware and third party sales, revenues in the fourth quarter of
2009 would have increased by $0.5 million compared to the fourth quarter of
2008.
Non-GAAP
operating income for the fourth quarter of 2009 reached $0.2 million compared to
a non-GAAP operating loss of $1.0 million for the fourth quarter of
2008.
Non-GAAP
net loss for the fourth quarter of 2009 totaled $0.2 million or $(0.03) per
diluted share, compared to a non-GAAP net loss of $0.6 million in the fourth
quarter of 2008, or $(0.06) per diluted share.
Net loss
on a GAAP basis for the fourth quarter of 2009 totaled $1.5 million, or $(0.16)
per diluted share compared to net income of $1.6 million in the fourth quarter
of 2008, or $0.13 per diluted share.
Year
Ended December 31, 2009 Results
Revenues
for 2009 reached $23.5 million compared to $32.2 million in
2008. Excluding hardware and third party sales which totaled $7.5
million in 2008, sales in 2009 would have decreased by $1.2
million.
Non-GAAP
operating income for 2009 reached $1.4 million compared to non-GAAP operating
income of $0.8 million for 2008.
Non-GAAP
net income for 2009 totaled $0.9 million or $0.08 per diluted share, compared to
non-GAAP net income of $0.1 million in 2008, or $0.01 per diluted
share.
Net loss
on a GAAP basis for 2009 totaled $4.8 million, or $(0.51) per diluted share
compared to net income of $0.6 million in 2008, or $0.07 per diluted
share.
Management’s
comment
"This has
been a turnaround year for TIS in terms of non-GAAP profitability and cash flow
from operations. During the fourth quarter we maintained the non-GAAP
operating profitability and cash flow from operations that we have demonstrated
in the past year." commented Dr. Ido Schechter, CEO of TIS. "We have
successfully navigated the current environment in order to maintain and build on
our market leadership, utilizing our strategic accounts and growing pipeline.
All this, while enhancing our long-term competitive positioning and priming our
business for increased profitability in 2010,” concluded Dr.
Schechter.
Non-GAAP
financial measures
The
release includes non-GAAP diluted earnings per share and other non-GAAP
financial measures, non-GAAP operating income, non-GAAP net income and non-GAAP
earnings (loss) per share. These non-GAAP measures exclude the following
items:
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-
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Amortization
of intangible assets;
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-
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Equity-based
compensation expense
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-
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Non-cash
income/(expenses) relating to change in fair value of convertible
debentures
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-
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Write
off of investment in affiliates
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The
presentation of these non-GAAP financial measures should be considered in
addition to TIS' GAAP results provided in the attached financial statements for
the fourth quarter and full year ending December 31, 2009 which include a
reconciliation of each non-GAAP financial measure to its most directly
comparable GAAP financial measure, and is not intended to be considered in
isolation or as a substitute for the financial information prepared and
presented in accordance with GAAP. TIS’ management believes that these non-GAAP
financial measures provide meaningful supplemental information regarding its
performance by excluding certain charges, gains that may not be indicative of
TIS' core business operating results. TIS believes that both management and
investors benefit from referring to these non-GAAP financial measures in
assessing TIS' performance. These non-GAAP financial measures also facilitate
comparisons to TIS’ historical performance and its competitors' operating
results. TIS’ includes these non-GAAP financial measures because management
believes they are useful to investors in allowing for greater transparency with
respect to supplemental information used by management in its financial and
operational decision-making. Non-GAAP measures are reconciled to comparable GAAP
measures in the table entitled "Reconciliation of GAAP to Non-GAAP
results".
Conference
Call
The
Company will be holding a conference call today, March 3, 2010, at 9:00am EST
(6:00am Pacific Time, 4:00pm Israel Time) to review the fourth quarter and 2009
results.
Dr. Ido
Schechter, CEO, will be on-line to discuss these results and take part in a
question and answer session.
To
participate, please call one of the following teleconferencing numbers at least
10 minutes before the conference call commences. If you are unable to connect
using the toll-free numbers, please try the international dial-in
number.
US
Dial-in Number: 1-888-668-9141
ISRAEL
Dial-in Number: 03 9180664
INTERNATIONAL
Dial-in Number: +972 3 9180664
The call
will also be broadcast live, and can be accessed through a link on Top Image
Systems’ website at: www.topimagesystems.com.
For those
unable to listen to the live call, a replay of the call will be available from
the day after the call in the investor relations section of Top Image Systems’
website at: www.topimagesystems.com
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's eFLOW Unified Content
Platform is a common platform for the company's solutions. TIS markets its
platform in more than 40 countries through a multi-tier network of distributors,
system integrators, value-added resellers as well as strategic partners. Visit
the company's website http://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, particularly statements regarding
future operating or financial performance such as statements regarding trends,
demand for our products, expected deliveries, transaction, expected revenues,
operating results, earnings and profitability. Forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied in those forward looking
statements. Words such as “will,”
“expects,” “anticipates,” “estimates,” “intends,” “believes,” “plans” and words
and terms of similar substance in connection with any discussion of future
operating or financial performance identify forward-looking
statements. 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 TIS 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, TIS’s ability to successfully
integrate businesses it acquires, 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.
* *
*
Company
Contact
Dana
Rubin
Director
of Corporate Marketing and IR
dana.rubin@topimagesystems.com
+972
37679114
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Top
Image Systems Ltd.
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Consolidated
Balance Sheet as of
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December
31,
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December
31,
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2009
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2008
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In
thousands
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Assets
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Current
assets:
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Cash
and cash equivalents
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$ | 2,866 | $ | 5,777 | ||||
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Restricted
cash
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613 | 1,231 | ||||||
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Short
term deposits
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- | 722 | ||||||
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Marketable
securities
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- | 630 | ||||||
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Trade
receivables, net
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6,081 | 6,469 | ||||||
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Other receivable
and prepaid expenses
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707 | 1,081 | ||||||
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Total
current assets
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10,267 | 15,910 | ||||||
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Long
term assets:
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Severance
pay funds
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1,104 | 856 | ||||||
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Long-term
deposits and long-term asset
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246 | 194 | ||||||
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Property
and equipment, net
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509 | 672 | ||||||
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Investment
in affiliates
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331 | 861 | ||||||
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Intangible
assets, net
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104 | 336 | ||||||
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Goodwill
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5,937 | 5,813 | ||||||
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Total
long-term assets
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8,231 | 8,732 | ||||||
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Total
assets
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$ | 18,498 | $ | 24,642 | ||||
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Liabilities
and Shareholders' Equity
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Current
liabilities:
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Short-term
bank loans
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$ | 109 | $ | 3,342 | ||||
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Current
maturity of convertible debentures
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1,936 | 1,155 | ||||||
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Trade
payables
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684 | 1,124 | ||||||
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Deferred
revenues
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1,321 | 975 | ||||||
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Accrued
expenses and other accounts payable
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2,358 | 3,284 | ||||||
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Total
current liabilities
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6,408 | 9,880 | ||||||
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Long-term
liabilities:
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Convertible
debentures
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5,362 | 3,464 | ||||||
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Accrued
severance pay
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1,367 | 1,196 | ||||||
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Total
long-term liabilities
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6,729 | 4,660 | ||||||
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Total
liabilities
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13,137 | 14,540 | ||||||
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Shareholders'
equity
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5,361 | 10,102 | ||||||
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Total
liabilities and shareholders' equity
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$ | 18,498 | $ | 24,642 | ||||
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Top
Image Systems Ltd.
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Statements
of Operations for the
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Three
months ended
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Three
months ended
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Year
ended
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Year
ended
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December
31,
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December
31,
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December
31,
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December
31,
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2009
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2008
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2009
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2008
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In
thousands, except per share data
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Revenues
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5,898 | 6,542 | 23,534 | 32,222 | ||||||||||||
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Cost
of revenues
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2,007 | 3,227 | 9,258 | 15,075 | ||||||||||||
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Gross
profit
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3,891 | 3,315 | 14,276 | 17,147 | ||||||||||||
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Expenses
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Research
and development costs, net
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441 | 502 | 1,558 | 1,762 | ||||||||||||
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Selling
and marketing
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2,189 | 2,530 | 7,202 | 9,292 | ||||||||||||
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General
and administrative
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1,056 | 1,486 | 4,381 | 5,956 | ||||||||||||
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Impairment
of goodwill and other intangible assets
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- | 1,839 | - | 1,839 | ||||||||||||
| 3,686 | 6,357 | 13,141 | 18,849 | |||||||||||||
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Operating
income (loss)
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205 | (3,042 | ) | 1,135 | (1,702 | ) | ||||||||||
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Financing
income (expenses), net
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(1,327 | ) | 5,063 | (5,452 | ) | 3,136 | ||||||||||
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Income
(loss) before taxes on income
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(1,122 | ) | 2,021 | (4,317 | ) | 1,434 | ||||||||||
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Taxes
on Income
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(89 | ) | (36 | ) | (91 | ) | (74 | ) | ||||||||
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Other
expenses, net
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(325 | ) | - | (332 | ) | - | ||||||||||
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Income
(loss) from discontinued operation
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- | (418 | ) | 13 | (840 | ) | ||||||||||
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Equity
in income (loss) of affiliates companies
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(1 | ) | (17 | ) | (40 | ) | 84 | |||||||||
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Net
income (loss) for the period
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(1,537 | ) | 1,550 | (4,767 | ) | 604 | ||||||||||
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Earnings per Share
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Basic
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Earnings
(loss) from continuing operations
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(0.16 | ) | 0.22 | (0.51 | ) | 0.16 | ||||||||||
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Loss
from discontinued operation
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- | (0.05 | ) | - | (0.09 | ) | ||||||||||
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Earnings
(loss) per share - basic
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(0.16 | ) | 0.17 | (0.51 | ) | 0.07 | ||||||||||
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Weighted
average number of shares used in computation of basic net income (loss)
per share
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9,326 | 8,926 | 9,322 | 8,922 | ||||||||||||
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Diluted
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Income
(loss) from continuing operations
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(0.16 | ) | 0.17 | (0.51 | ) | 0.16 | ||||||||||
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Loss
from discontinued operation
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- | (0.04 | ) | - | (0.09 | ) | ||||||||||
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Earnings
(loss) per share - Diluted
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(0.16 | ) | 0.13 | (0.51 | ) | 0.07 | ||||||||||
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Weighted
average number of shares used in computation of diluted net earnings
(loss) per share
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9,326 | 11,568 | 9,322 | 8,936 | ||||||||||||
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Reconciliation
of GAAP to Non-GAAP results:
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Three
months ended
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Three
months ended
|
Year
ended
|
Year
ended
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|
December
31,
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December
31,
|
December
31,
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December
31,
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|||||||||||||
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2009
|
2008
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2009
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2008
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In
thousands, except per share data
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||||||||||||||||
|
GAAP
operating income (loss)
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205 | (3,042 | ) | 1,135 | (1,702 | ) | ||||||||||
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Employees
ESOP related costs
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3 | 22 | 11 | 90 | ||||||||||||
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Amortization
of intangible assets related to acquisition
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12 | 166 | 244 | 560 | ||||||||||||
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Impairment
of goodwill and other intangible assets
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- | 1,839 | - | 1,839 | ||||||||||||
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Non-
GAAP operating income (loss)
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220 | (1,015 | ) | 1,390 | 787 | |||||||||||
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Net
income (loss) for the period
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(1,537 | ) | 1,550 | (4,767 | ) | 604 | ||||||||||
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Employees
ESOP related costs
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3 | 22 | 11 | 90 | ||||||||||||
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Amortization
of intangible assets related to acquisition
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12 | 166 | 244 | 560 | ||||||||||||
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Impairment
of goodwill and other intangible assets
|
- | 1,839 | - | 1,839 | ||||||||||||
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Write
off of investment in affiliates
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306 | - | 306 | - | ||||||||||||
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Change
In Fair Value of Convertible Debentures
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975 | (4,604 | ) | 5,070 | (3,471 | ) | ||||||||||
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Change
In Fair Value of Long Term Assets
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- | 457 | - | 457 | ||||||||||||
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Non-GAAP
Net income (loss)
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(241 | ) | (570 | ) | 864 | 79 | ||||||||||
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Shares
used in diluted earnings per share calculation
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9,326 | 8,926 | 11,550 | 8,936 | ||||||||||||
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Non-GAAP
diluted earnings per share
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(0.03 | ) | (0.06 | ) | 0.08 | 0.01 | ||||||||||