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 August, 2015
Commission File Number 001-14552
Top Image Systems Ltd.
(Translation of registrant’s name into English)
2 Ben Gurion Street, 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 Statements on Form F-3 (file no. 333-119885 ,333-175546 and 333-193350).
CONTENTS
Attached hereto is a copy of the Registrant’s press release issued on August 12, 2015, reporting the results for the three months ended June 30, 2015.
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: August 12, 2015
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By:
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/s/ Izhak Nakar | |
| Izhak Nakar | |||
| Active Executive Chairman | |||
Top Image Systems Reports Second Quarter Revenue
Growth of 21%; Adjusted EBITDA* of $1.2 Million
Constant currency growth of 35% over prior year; recurring revenues up 86%
year-over-year, representing 52% of total revenues
TEL AVIV, Israel and PLANO, Texas, August 11, 2015 (GLOBE NEWSWIRE) -- Top Image Systems, Ltd. (NASDAQ: TISA), a global innovator of intelligent content processing solutions, today announced its financial results for the second quarter ended June 30, 2015.
Second Quarter 2015 Highlights:
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Revenues of $9.9 million, a 21% increase over Q2 2014 and 20% sequential growth over Q1 2015;
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Q2 constant currency revenues of $11.1 million, an increase of 35% year over year;
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Recurring revenues of $5.2 million, representing 52% of total revenues, an increase of 86% over the prior year;
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Adjusted EBITDA of $1.2 million, a 225% increase over Q2 2014;
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Adjusted EBITDA margin of 12.4%;
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Accelerating growth of mobile imaging business - first half revenues exceed 90% of full-year 2014 revenues;
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Following the end of Q2, signed a large multi-year multi-million dollar agreement with a top 5 U.S. bank;
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Named seasoned industry executives Bob Fresneda as TIS Americas President and Andrew Pery as CMO;
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Yossi Dagan, most recently VP Finance at a large SaaS vendor, appointed TIS’ CFO.
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Michael Schrader, Chief Executive Officer of Top Image Systems, commented, "Our strong performance in the second quarter reinforces our confidence in our strategy and solidly positions us to continue to execute on our financial and operational program in the second half of the year. We are back on track as a rapidly growing, profitable company and expect to maintain this performance in the coming quarters. Growth in our mobile business is accelerating, as during the first half of 2015 we have already surpassed 90% of our annual mobile revenues for 2014, fortifying our strong belief that this business will increasingly drive growth. In addition, our cloud and SaaS-based offerings are gaining traction to further expand our base of recurring revenues, which represents more than 52% of our total revenues. As proof of this progress and in alignment with the goal we set for 2015, following the quarter’s end we have signed a large multi-year multi-million dollar contract with a top 5 U.S. bank; this contract will have a strong impact on the company’s recurring revenue run rate.”
Mr. Schrader continued, “Consolidation in our industry is changing the competitive landscape, especially relating to hardware companies looking for software partners to replace prior relationships that may no longer be viable due to consolidations. This climate has created significant business partnership opportunities. We are actively pursuing these opportunities and we are confident that this industry evolution will help us increase our market share. The recent executive appointments of Bob Fresneda to the role of President of TIS Americas, Carsten Nelk to Chief Technology Officer, and now Andrew Pery to the role of CMO enhance our competitive position and reputation as an innovative technology solutions provider. As one of the only independent global software companies in our space, we are unrestricted in pursuing business relationships and well-positioned to capture a significant share of the opportunities that lie ahead.”
Mr. Schrader added, “Effective August 15, 2015, Mr. Yossi Dagan will assume the position of TIS’ Chief Financial Officer, replacing Mr. Lyron Bentovim. In 2014 the company asked Mr. Bentovim, formerly a member of the Board of Directors, to assume the position of Chief Operating Officer and Chief Financial Officer to take responsibility for the post-merger integration of eGistics; following the successful integration of eGistics, Mr. Bentovim is stepping down from his executive role but will continue to advise the company’s chairman on M&A matters. Mr. Dagan most recently held the position of VP of Finance at Kenshoo, a global SaaS company with 600 employees. At Kenshoo, he was responsible for all aspects of finance, including leading the financial planning and analysis. Prior to Kenshoo, Mr. Dagan served as Corporate Controller and acting VP Finance at Imperva Inc., a NYSE-listed company.”
Mr. Schrader concluded, "I would like to take this opportunity to thank Lyron for his contribution as COO/CFO and invaluable assistance in overseeing the acquisition of eGistics and the successful post-merger integration of TIS and eGistics. I would also like to warmly welcome the new members of our executive management team: Carsten Nelk as CTO; Bob Fresneda as President, TIS Americas; Andrew Pery as CMO; and Yossi Dagan, who will become CFO as of August 15, 2015. I am excited and enthusiastic about the energy, creativity and leadership that this group of talented, experienced and effective managers will undoubtedly contribute to TIS in the long term, while taking full responsibility in the short term to enable TIS to realize our goals for growth and profitability.”
Second Quarter 2015 Year-over-Year Results
Total revenues for the second quarter were $9.9 million, an increase of 21% over the $8.2 million reported in the second quarter of 2014. License and SaaS revenues for the second quarter were $5.3 million, compared to $3.8 million for the second quarter last year. Recurring revenues for the second quarter were $5.2 million, an increase of 86% year-over-year.
Gross profit for the second quarter was $6.1 million, compared to $5.5 million for the second quarter of 2014, an increase of 12%. Gross margin for the quarter was 62%, compared to a gross margin of 67% in Q2 2014. Cash gross margin excluding depreciation, options and amortization related to the eGistics acquisition was 64%.
Adjusted EBITDA was $1.2 million, compared to adjusted EBITDA of $0.4 million for the second quarter of 2014. Non-GAAP diluted earnings per share were $0.05 compared to per share earnings of $0.02 for the second quarter of 2014. GAAP net income was $0.4 million compared to $0.1 million for the second quarter of 2014. GAAP diluted earnings per share were $0.02 compared to $0.01 for the second quarter of 2014. 2015 results include the contributions from the eGistics acquisition, which was completed in Q3 2014.
H2 2015 Expectations
Although Q3 is usually a seasonally weaker quarter, management expects H2 2015 revenues to continue to grow sequentially over H1 2015. The Company expects full-year 2015 revenues to grow between 10% and 15% compared to 2014 revenues.
Conference Call
The Company will host a conference call and webcast today at 10 a.m. ET, during which TIS management will present and discuss the financial results and be available to answer questions from investors.
To join the conference call, please dial in to one of the following teleconference phone lines using the numbers listed below. Please begin placing your calls at least 5 minutes before the conference call commences. If you are unable to connect using the toll-free number, please try the U.S. Toll/International dial-in number.
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US Toll-Free Dial-in Number:
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1-877-407-0784
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US Toll/INTERNATIONAL Dial-in Number:
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1-201-689-8560
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Israel Toll-Free Dial-in Number:
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1-809-406-247
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The conference call is scheduled to begin at:
10 a.m. Eastern Time
7 a.m. Pacific Time
5 p.m. Israel Time
To join the live webcast, please click on the following link: http://public.viavid.com/index.php?id=115481. For those unable to attend the live call or webcast, from the following day a recording of the call will be made available for download from the Investors section of the Top Image Systems' website www.topimagesystems.com; during the next three months the recorded webcast can be viewed by clicking on the same link as for the live webcast:http://public.viavid.com/index.php?id=115481.
* Non-GAAP Financial Measures
This release includes non-GAAP financial measures, including, without limitation, adjusted EBITDA (which eliminates the impact of interest, taxes, amortization and depreciation expenses, as well as non-cash stock-based compensation expenses and other non-recurring items not part of regular business), Adjusted EBITDA margin, Non-GAAP Net Income (Loss) (which eliminates the impact of amortization expenses as well as non-cash stock-based compensation expenses and other non-recurring items not part of regular business) and Non-GAAP Income (Loss) per share. Non-GAAP measures are reconciled to comparable GAAP measures in the tables entitled "GAAP and Non-GAAP Statements of Operations".
The presentation of these non-GAAP financial measures should be considered as an addition to TIS' GAAP results provided in the attached financial statements for the second quarter and six months ended June 31, 2015, and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. The attached tables reconcile each non-GAAP financial measure to its most directly comparable GAAP financial measure. TIS' management believes that these non-GAAP financial measures provide meaningful supplemental information regarding TIS' performance by excluding the impact of certain charges and gains that may not be indicative of TIS' core business operating results. TIS' management 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.
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Contacts:
TIS Company Contact:
Shelli Zargary
Director of Corporate Marketing and Investor Relations
shelli.zargary@topimagesystems.com
+972 3 767 9114
TIS Investors:
James Carbonara
Regional Vice President, Hayden IR
james@haydenir.com
+ 1 646 755 7412
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Top Image Systems Ltd.
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Consolidated Balance Sheet as of
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June 30,
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December 31,
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2015
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2014
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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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$ | 3,503 | $ | 4,386 | ||||
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Restricted cash
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72 | 132 | ||||||
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Trade receivables, net
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12,316 | 12,034 | ||||||
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Other accounts receivable and prepaid expenses
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1,342 | 787 | ||||||
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Deferred tax asset
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749 | 749 | ||||||
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Total current assets
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17,982 | 18,088 | ||||||
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Long-Term Assets:
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Severance pay funds
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1,380 | 1,235 | ||||||
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Restricted cash
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321 | 366 | ||||||
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Non-current deferred tax assets
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522 | 522 | ||||||
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Long-term deposits and long-term assets
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207 | 245 | ||||||
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Property and equipment, net
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1,537 | 1,180 | ||||||
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Intangibles assets, net
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5,676 | 6,293 | ||||||
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Goodwill
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19,384 | 19,377 | ||||||
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Total long-term assets
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29,027 | 29,218 | ||||||
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Total Assets
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$ | 47,009 | $ | 47,306 | ||||
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Liabilities and Shareholders' Equity
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Current Liabilities:
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Trade payables
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$ | 1,677 | $ | 1,593 | ||||
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Deferred revenues
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4,467 | 3,573 | ||||||
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Deferred tax liability
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171 | 133 | ||||||
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Accrued expenses and other accounts payable
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2,868 | 3,815 | ||||||
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Total current liabilities
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9,183 | 9,114 | ||||||
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Long-Term Liabilities:
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Accrued severance pay
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$ | 1,576 | $ | 1,378 | ||||
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Non-current deferred revenues
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2,113 | 2,212 | ||||||
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Deferred tax liability
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213 | 318 | ||||||
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Other long-term liabilities
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604 | 447 | ||||||
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Total long-term liabilities
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4,506 | 4,355 | ||||||
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Total Liabilities
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$ | 13,689 | $ | 13,469 | ||||
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Total parent shareholders' equity
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$ | 33,303 | $ | 33,831 | ||||
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Non-controlling interest
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17 | 6 | ||||||
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Shareholders' Equity
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33,320 | 33,837 | ||||||
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Total Liabilities and Shareholders' Equity
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$ | 47,009 | $ | 47,306 | ||||
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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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Six months
ended
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Six months
ended
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June 30,
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June 30,
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June 30,
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June 30,
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2015
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2014
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2015
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2014
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In thousands, except per share data
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Unaudited
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Revenues
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$ | 9,914 | $ | 8,193 | $ | 18,175 | $ | 16,247 | ||||||||
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Cost of revenues
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3,787 | 2,706 | 7,564 | 5,591 | ||||||||||||
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Gross profit
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6,127 | 5,487 | 10,611 | 10,656 | ||||||||||||
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Expenses
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Research and development
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1,145 | 1,023 | 2,257 | 2,035 | ||||||||||||
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Selling and marketing
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2,870 | 2,860 | 5,542 | 5,671 | ||||||||||||
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General and administrative
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1,411 | 1,162 | 2,598 | 2,272 | ||||||||||||
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Amortization costs
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74 | - | 148 | - | ||||||||||||
| 5,500 | 5,045 | 10,545 | 9,978 | |||||||||||||
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Operating income
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627 | 442 | 66 | 678 | ||||||||||||
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Financing income (expenses), net
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(164 | ) | 22 | (520 | ) | 30 | ||||||||||
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Other income (loss), net
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(8 | ) | 1 | (5 | ) | 9 | ||||||||||
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Income (loss) before taxes on income
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455 | 465 | (459 | ) | 717 | |||||||||||
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Tax expenses
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80 | 95 | 157 | 217 | ||||||||||||
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Net income (loss)
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375 | 370 | (616 | ) | 500 | |||||||||||
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Net income attributable to noncontrolling interest
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(7 | ) | (274 | ) | (11 | ) | (274 | ) | ||||||||
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Net income (loss)
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368 | 96 | (627 | ) | 226 | |||||||||||
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Earnings per Share
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Basic earning (loss) per share
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$ | 0.02 | $ | 0.01 | $ | (0.04 | ) | $ | 0.02 | |||||||
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Weighted average number of shares used in computation of basic net income (loss) per share
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17,836 | 15,408 | 17,832 | 14,763 | ||||||||||||
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Diluted earning (loss) per share
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$ | 0.02 | $ | 0.01 | $ | (0.04 | ) | $ | 0.01 | |||||||
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Weighted average number of shares used in computation of diluted net (loss) earnings per share
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18,170 | 15,682 | 17,832 | 15,183 | ||||||||||||
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Adjusted EBITDA results:
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Three months
ended
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Three months
ended
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Six months
ended
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Six months
ended
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June 30,
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June 30,
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June 30,
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June 30,
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2015
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2014
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2015
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2014
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In thousands, except per share data
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Adjusted EBITDA:
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Net income (loss)
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368 | 96 | (627 | ) | 226 | |||||||||||
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Interest
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51 | - | 82 | - | ||||||||||||
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Exchange rate differences
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102 | (9 | ) | 386 | (36 | ) | ||||||||||
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Taxes
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80 | 95 | 157 | 217 | ||||||||||||
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Depreciation
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160 | 46 | 306 | 89 | ||||||||||||
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Amortization
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336 | - | 672 | - | ||||||||||||
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Stock-based compensation expenses
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128 | 150 | 257 | 299 | ||||||||||||
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Total Adjusted EBITDA
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1,225 | 378 | 1,233 | 795 | ||||||||||||
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Reconciliation of GAAP to Non-GAAP results:
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Net income (loss)
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368 | 96 | (627 | ) | 226 | |||||||||||
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Amortization
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336 | - | 672 | - | ||||||||||||
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Stock-based compensation expenses
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128 | 150 | 257 | 299 | ||||||||||||
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Non-GAAP Net income (loss)
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832 | 246 | 302 | 525 | ||||||||||||
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Non-GAAP Net income (loss) used for basic earnings per share
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832 | 246 | 302 | 525 | ||||||||||||
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Shares used in basic earnings per share calculation
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17,836 | 15,408 | 17,832 | 14,763 | ||||||||||||
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Non-GAAP basic earnings (loss) per share
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$ | 0.05 | $ | 0.02 | $ | 0.02 | $ | 0.04 | ||||||||
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Non-GAAP Net income (loss) used for diluted earnings per share
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832 | 184 | 302 | 463 | ||||||||||||
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Shares used in diluted earnings per share calculation
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18,170 | 15,682 | 17,832 | 15,183 | ||||||||||||
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Non-GAAP diluted earnings (loss) per share
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$ | 0.05 | $ | 0.02 | $ | 0.02 | $ | 0.03 | ||||||||