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, 2011
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 2, 2011, reporting the results for the three months and the full year ended December 31, 2010.
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 2, 2011
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By:
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/s/ Ido Schechter | |
| Ido Schechter | |||
| Chief Executive Officer | |||
Top Image Systems Reports Financial Results for the Fourth Quarter and Year End 2010
Adjusted EBITDA increased 69% year-over-year;
Record year in terms of profitability and cash flow;
TEL AVIV, Israel, March 2, 2011 - Top Image Systems™, Ltd. (TIS™) (Nasdaq: TISA; TASE: TISA) the leading ECM (Enterprise Content Management) solutions provider, today announced its financial results for the fourth quarter and full year ended December 31, 2010.
Fourth Quarter Year-over-Year Highlights include:
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Adjusted EBITDA of $0.4 million or $0.04 per diluted share, compared to loss of $0.1 million or loss of $0.01 per diluted share;
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Adjusted EBITDA Margin of 8% compared to loss of 2%;
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Operating income of $0.3 million, compared to $0.2 million;
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Positive cash flow from operations of $0.6 million, compared to $0.4 million;
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Full Year 2010 Highlights include:
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Adjusted EBITDA of $2.2 million or $0.20 per diluted share, compared to $1.3 million or $0.11 per diluted share;
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Adjusted EBITDA Margin of 10% compared to 6%;
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Operating income of $1.8 million, compared to $1.1 million;
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Positive cash flow from operations of $2.5 million, compared to $0.9 million;
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During 2010 TIS closed 55 new deals;
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“2010 was a record year in terms of operating profit and cash flow. Our operating income was $1.8 million compared to $1.1 million for 2009, a 64% increase year-over-year. The positive cash flow from operations was $2.5 million, compared to $0.9 million in 2009, a 178% increase year-over-year. These results are following management’s strategic decision in 2009 to focus on core business opportunities to increase profitability,” commented Dr. Ido Schechter, CEO of TIS. “Looking ahead to 2011, we will continue to execute our growth strategy through our Digital Mailroom and Banking Platform solutions as well as our strong global partnerships. For 2011, TIS expects organic revenues and profitability to increase between 17% and 23%.”
Fourth Quarter 2010 Results
Revenues for the fourth quarter of 2010 were $5.8 million compared to $5.9 million for the fourth quarter of 2009. Adjusted EBITDA for the fourth quarter of 2010 reached $0.4 million, compared to loss of $0.1 million in the fourth quarter of 2009. As a percentage of revenues, Adjusted EBITDA increased to 8% from a loss of 2% for the same period in 2009.
TIS had a net loss on a GAAP basis of $0.9 million, or a loss of $0.09 per diluted share, for the fourth quarter of 2010 compared to a GAAP net loss of $1.9 million, or a loss of $0.20 per diluted share, for the fourth quarter of 2009. GAAP operating income was $0.3 million for the fourth quarter of 2010, compared to $0.2 million for the same period in 2009.
Year-End 2010 Results
Revenues for 2010 were $21.8 million compared to $23.5 million in 2009. Total revenues in 2010 declined compared to 2009 due to the Company’s strategy to increase profitability by discontinuing non-core activities in 2010. Adjusted EBITDA for 2010 reached $2.2 million, compared to Adjusted EBITDA of $1.3 million in 2009. As a percentage of revenues, Adjusted EBITDA increased to 10% from 6% for the same period in 2009.
TIS had a net loss of $0.5 million on a GAAP basis for 2010, or a loss of $0.05 per share, compared to a net loss on a GAAP basis of $5.1 million, or loss of $0.55 per share for 2009. GAAP operating income was $1.8 million for 2010 compared to $1.1 million for the same period in 2009.
Non-GAAP financial measures
Non-GAAP measures are reconciled to comparable GAAP measures in the table entitled "Reconciliation of Net Income to Adjusted EBITDA”.
The release includes non-GAAP financial measures, including, Adjusted EBITDA (which excludes interest expenses, taxes on income, depreciation and amortization expenses, non cash stock-based compensation expenses, write offs of investment in affiliates and changes in fair value of convertible debentures), Adjusted EBITDA Margin (determined by dividing Adjusted EBITDA by revenues) and Adjusted EBITDA diluted earnings per share (which excludes interest expenses, taxes on income, depreciation and amortization expenses, non cash stock-based compensation expenses, write offs of investment in affiliates and changes in fair value of convertible debentures and includes number of shares issuable upon conversion of convertible debentures).
The presentation of these non-GAAP financial measures should be considered in addition to TIS's GAAP results provided in the attached financial statements for the fourth quarter ended December 31, 2010 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's 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's core business operating results. TIS believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing TIS's performance. These non-GAAP financial measures also facilitate comparisons to TIS's historical performance and its competitors' operating results. TIS's 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.
Conference Call
The Company will be holding a conference call today, March 2, 2011, at 10:00am ET (7:00am Pacific Time, 5:00pm Israel Time) to review the fourth quarter and year end 2010 results.
Dr. Ido Schechter, CEO of TIS, 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 5 minutes before the conference call commences.
US Dial-in Number: 1-888-668-9141
ISRAEL Dial-in Number: 03 9180609
INTERNATIONAL Dial-in Number: +972 3 9180609
At:
10:00am Eastern Time
7:00am Pacific Time
5:00pm Israel Time
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™ (TIS™) 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. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results expressed or implied in those forward looking statements. Words such as "will," "expects," "anticipates," "estimates," 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, approval and introduction plans and schedules, rapid technological change, customer acceptance of new products, the impact of competitive products and pricing, the lengthy sales cycle, proprietary rights of TIS and its competitors, risk of operations in Israel, government regulation, litigation, 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 Investor Relations
dana.rubin@topimagesystems.com
+972 37679114
KCSA
Marybeth Csaby / Phil Carlson
212-896-1276 / 1233
mcsaby@kcsa.com / pcarlson@kcsa.com
Top Image Systems Ltd.
Consolidated Balance Sheet as of
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December 31,
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December 31,
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2010
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2009
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In thousands
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Unaudited
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Audited
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Assets
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Current assets:
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Cash and cash equivalents
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$ | 1,763 | $ | 2,866 | ||||
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Restricted cash
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241 | 613 | ||||||
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Trade receivables and Unbilled receivables, net
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4,701 | 6,081 | ||||||
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Other receivable and prepaid expenses
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493 | 707 | ||||||
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Total current assets
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7,198 | 10,267 | ||||||
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Long term assets:
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Severance pay funds
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1,228 | 1,104 | ||||||
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Long-term deposits and long-term assets
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179 | 246 | ||||||
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Property and equipment, net
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448 | 509 | ||||||
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Intangible assets, net
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55 | 104 | ||||||
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Goodwill
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5,870 | 5,937 | ||||||
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Total long-term assets
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7,780 | 7,900 | ||||||
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Total assets
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$ | 14,978 | $ | 18,167 | ||||
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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 | ||||
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Current maturity of convertible debentures
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1,521 | 1,936 | ||||||
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Trade payables
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310 | 684 | ||||||
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Deferred revenues
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1,659 | 1,321 | ||||||
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Accrued expenses and other accounts payable
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1,945 | 2,358 | ||||||
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Total current liabilities
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5,435 | 6,408 | ||||||
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Long-term liabilities:
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Convertible debentures
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3,804 | 5,362 | ||||||
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Accrued severance pay
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1,446 | 1,367 | ||||||
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Total long-term liabilities
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5,250 | 6,729 | ||||||
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Total liabilities
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10,685 | 13,137 | ||||||
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Shareholders' equity
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4,293 | 5,030 | ||||||
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Total liabilities and shareholders' equity
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$ | 14,978 | $ | 18,167 | ||||
Top Image Systems Ltd.
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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2010
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2009
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2010
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2009
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In thousands, except per share data
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Unaudited
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Revenues
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$ | 5,828 | $ | 5,898 | $ | 21,761 | $ | 23,534 | ||||||||
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Cost of revenues
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2,101 | 2,007 | 8,349 | 9,258 | ||||||||||||
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Gross profit
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3,727 | 3,891 | 13,412 | 14,276 | ||||||||||||
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Expenses
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Research and development costs
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421 | 441 | 1,646 | 1,558 | ||||||||||||
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Selling and marketing
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1,694 | 2,189 | 6,160 | 7,202 | ||||||||||||
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General and administrative
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1,274 | 1,056 | 3,845 | 4,381 | ||||||||||||
| 3,389 | 3,686 | 11,651 | 13,141 | |||||||||||||
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Operating income
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338 | 205 | 1,761 | 1,135 | ||||||||||||
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Financing expenses, net
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(1,184 | ) | (1,327 | ) | (2,190 | ) | (5,452 | ) | ||||||||
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Loss before taxes on income
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(846 | ) | (1,122 | ) | (429 | ) | (4,317 | ) | ||||||||
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Taxes on Income
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(19 | ) | (84 | ) | (24 | ) | (91 | ) | ||||||||
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Other expenses, net
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- | (19 | ) | (6 | ) | (26 | ) | |||||||||
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Income from discontinued operation
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- | - | - | 13 | ||||||||||||
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Equity and impairment losses of affiliates companies
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- | (638 | ) | - | (677 | ) | ||||||||||
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Net loss for the period
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$ | (865 | ) | $ | (1,863 | ) | $ | (459 | ) | $ | (5,098 | ) | ||||
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Earnings per Share
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Basic
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Loss from continuing operations
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(0.09 | ) | (0.20 | ) | (0.05 | ) | (0.55 | ) | ||||||||
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Income from discontinued operation
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- | - | - | - | ||||||||||||
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Loss per share - basic
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$ | (0.09 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.55 | ) | ||||
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Weighted average number of shares used in computation of basic net income (loss) per share
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9,401 | 9,326 | 9,390 | 9,322 | ||||||||||||
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Diluted
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Loss from continuing operations
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(0.09 | ) | (0.20 | ) | (0.05 | ) | (0.55 | ) | ||||||||
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Income from discontinued operation
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- | - | - | - | ||||||||||||
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Loss per share - Diluted
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$ | (0.09 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.55 | ) | ||||
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Weighted average number of shares used in computation of diluted net earnings (loss) per share
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9,401 | 9,326 | 9,390 | 9,322 | ||||||||||||
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Reconciliation of Net Income to Adjusted EBITDA:
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Net loss
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$ | (865 | ) | $ | (1,863 | ) | $ | (459 | ) | $ | (5,098 | ) | ||||
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Interest Expenses
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- | (12 | ) | 70 | 60 | |||||||||||
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Taxes on Income
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19 | 84 | 24 | 91 | ||||||||||||
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Depreciation and amortization expenses
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64 | 86 | 259 | 548 | ||||||||||||
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Non Cash Stock-based compensation expenses
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- | - | 79 | - | ||||||||||||
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Employees ESOP related costs
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141 | 3 | 141 | 11 | ||||||||||||
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Write off of investment in affiliates
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- | 638 | - | 638 | ||||||||||||
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Change In Fair Value of Convertible Debentures
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1,082 | 975 | 2,119 | 5,070 | ||||||||||||
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Adjusted EBITDA
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$ | 441 | $ | (89 | ) | $ | 2,233 | $ | 1,320 | |||||||
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Adjusted EBITDA Margin
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8 | % | (2 | )% | 10 | % | 6 | % | ||||||||
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Shares used in diluted earnings per share calculation
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11,040 | 9,326 | 11,111 | 11,550 | ||||||||||||
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Adjusted EBITDA diluted earnings per share
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$ | 0.04 | $ | (0.01 | ) | $ | 0.20 | $ | 0.11 | |||||||
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Reconciliation of operating Income to Adjusted EBITDA:
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Operating income
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$ | 338 | $ | 205 | $ | 1,761 | $ | 1,135 | ||||||||
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Non Cash Stock-based compensation expenses
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- | - | 79 | - | ||||||||||||
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Other Financing expenses
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(102 | ) | (383 | ) | (7 | ) | (374 | ) | ||||||||
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Depreciation and amortization expenses
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64 | 86 | 259 | 548 | ||||||||||||
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Employees ESOP related costs
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141 | 3 | 141 | 11 | ||||||||||||
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Adjusted EBITDA
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$ | 441 | $ | (89 | ) | $ | 2,233 | $ | 1,320 | |||||||