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 of
the Securities Exchange Act of 1934
 
For the month of August, 2016
 
Commission File Number 001-14552
 
Top Image Systems Ltd.
(Translation of registrant’s name into English)
 
2 Ben Gurion Street, Ramat Gan, Israel 5257334
(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
 
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
 
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 4, 2016, reporting the results for the three months and six months ended June 30, 2016.
 
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.
 
 
Top Image Systems Ltd.
 
Date: August 4, 2016
     
 
By:
/s/ Izhak Nakar  
    Izhak Nakar  
    Active Executive Chairman  
       
 

 
Top Image Systems Announces Second Quarter 2016
Earnings Results
 
TEL AVIV, Israel and PLANO, Texas, August 4th, 2016 (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, 2016.
 
Second Quarter 2016 Highlights
 
· Revenues were $8.5 million, consistent with revenues of $8.5 million in Q1 2016;
 
· Recurring revenues were $4.9 million representing 57% of total revenue in the current quarter;
 
· Q2 2016 expenses were $8.6 million, a decrease of $0.6 million compared to Q1 2016 expenses of $9.2 million (excluding restructuring costs);
 
· Net loss was $(0.2) million, compared to $(2.1) million in the first quarter of 2016;
 
· Adjusted EBITDA* was $667,000 compared to break even in the first quarter of 2016;
 
· Our eFLOW® AP for SAP solution achieved certified integration with SAP NetWeaver® running on SAP HANA®;
 
· We saw increased traction for our eFLOW AP for SAP solution.  Early adopters included a Swiss construction company; a $125,000 deployment by a mid-sized European medical device company, a $100,000 agreement with an aerospace component manufacturer and a $115,000 agreement with a U.S.-based technology provider. The new eFLOW AP solution was showcased to the European SAP community at the “Financials2016” conference in Vienna;
 
· We announced more than $700,000 in revenues from two Banking Process Automation wins at leading banks in Italy;
 
· In the mobile capture arena, we announced a partnership with US financial services provider iStream and a mobile check deposit win at one of the top 5 leading banking groups in Israel;
 
· We executed upsell of eFLOW contracts worth $350,000 in total contract value with long-standing customers that lead the global logistics market, and in the same market delivered an eFLOW project valued at some $100,000 to an Asian-Pacific BPO subsidiary of a national Postal Service;
 
· We appointed Kristian Niklasson as Chief Service Officer (CSO) to ensure successful project deliveries and to lead the cloud delivery of our existing and new products.
 

 
Michael Schrader, CEO of Top Image Systems, commented, “Q2 was another solid quarter, highlighted by a continuation of consistent and predictable revenue performance bolstered by a high percentage of recurring revenue. In terms of expense management, the cost controls that we have implemented have resulted in improvements in our key profit metrics. We expended some cash in the quarter due primarily to restructuring payments, including severance, and in part due to timing of collections. We are encouraged by the positive performance from our identified key growth drivers, and in particular by our Financial Process Automation (FPA) solution - eFLOW AP for SAP - which was released on schedule and has been generating positive feedback, leads and an encouraging sales pipeline. We are further expanding our market coverage for our core capture, mobile and multi-channel content process automation business through our partner ecosystem.”
 
Mr. Schrader continued, “Looking ahead, the consolidation of our strategic product portfolio driving multichannel enterprise capture and process automation with fully integrated cloud and mobile technologies should strengthen our position in the market. Overall, the quarter’s results demonstrate that we are succeeding in managing operations, selling our core and growth solutions, securing and developing partnerships, and continuously innovating our products to address new markets. These measures, led by our augmented management team, should enable us to better capitalize on our leading technology and maximize shareholder value.”
 
Second Quarter Financial Results
 
Total revenues for the second quarter of 2016 were $8.5 million compared to $8.5 million in the first quarter of 2016 and $9.9 million in the second quarter of 2015. Recurring (SaaS and maintenance) revenues for the second quarter of 2016 were $4.9 million compared to $5 million in the first quarter of 2016 and $5.2 million in the same period of last year.
 
Gross profit for the second quarter of 2016 was $4.3 million compared to $4.2 million in the first quarter of 2016 and to $6.1 million in the second quarter of last year. Gross margin for the second quarter of 2016 was 50% unchanged from the prior quarter and compared to 62% in the second quarter of last year.
 
In March 2016 the Company announced a restructuring initiative to reduce costs and return the Company to financial health and profitability.  Consequentially, Q2 2016 quarterly operational costs were decreased by $0.6 million compared to Q1 2016.
 

 
GAAP net loss for the second quarter of 2016 was $(0.2) million compared to $(2.1) million in the first quarter of 2016, and a net profit of $0.4 million in Q2 of last year.   Second quarter 2016 GAAP loss per share was $(0.01), compared to $(0.12) for the first quarter of 2016 and a profit per share of $0.02 for the second quarter of 2015.
 
Second quarter 2016 Non-GAAP* profit per share was $0.02, compared to non-GAAP net loss per share of $(0.02) for the first quarter of 2016, and non-GAAP net profit per share of $0.05 for the second quarter of 2015.
 
Adjusted EBITDA* was $0.7 million, compared to $0 in the first quarter of 2016 and $1.2 million for the second quarter of 2015.
 
The current period cash balance includes the impact of $575,000 in employees’ restructuring payments. We expect to complete our restructuring payments by the end of 2016.
 
Conference Call
 
The Company will host a conference call and webcast today, Thursday, August 4th at 10 a.m. EDT, 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.
 
US Toll-Free Dial-in Number:                                    1-877-407-0784
 
US Toll/INTERNATIONAL Dial-in Number:          1-201-689-8560
 
Israel Toll-Free Dial-in Number:                               1-809-406-247
   
     
To join the live webcast, please click on the following link:  
http://public.viavid.com/index.php?id=120534   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=120534.
 

 
* 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 below.
 
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 second quarter ended June 30, 2016, 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.
 
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 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: 
Shelli Zargary
Director of Corporate Marketing
shelli.zargary@topimagesystems.com
+972 3 767 9114
Investors:
James Carbonara
Regional Vice President, Hayden IR
james@haydenir.com
+ 1 646 755 7412
                     

 
 
Top Image Systems Ltd.
     
Consolidated Balance Sheet as of
   
 
   
June 30,
   
December 31,
 
   
2016
   
2015
 
   
In thousands
 
   
Unaudited
   
Audited
 
             
Assets
           
             
Current Assets:
           
Cash and Cash Equivalents
 
$
1,773
   
$
2,404
 
Restricted Cash
   
175
     
262
 
Trade Receivables, net
   
10,248
     
9,348
 
Other Accounts Receivable and Prepaid Expenses
   
1,130
     
932
 
                 
Total Current Assets
   
13,326
     
12,946
 
                 
Long-Term Assets:
               
Severance Pay Funds
   
1,234
     
1,327
 
Restricted Cash
   
151
     
147
 
Long-term Deposits and Long-term Assets
   
170
     
204
 
Property and Equipment, net
   
1,265
     
1,444
 
Intangible Assets, net
   
4,341
     
5,058
 
Goodwill
   
18,794
     
19,091
 
                 
Total Long-term Assets
   
25,955
     
27,271
 
                 
Total Assets
 
$
39,281
   
$
40,217
 
                 
Liabilities and Shareholders' Equity
 
                 
Current Liabilities:
               
                 
Short-term Bank Loans
 
$
857
   
$
77
 
Trade Payables
   
1,468
     
1,541
 
Deferred Revenues
   
2,842
     
2,966
 
Accrued Expenses and Other Accounts Payable
   
5,589
     
4,421
 
                 
Total Current Liabilities
   
10,756
     
9,005
 
                 
Long-Term Liabilities:
               
                 
Accrued Severance Pay
 
$
1,437
   
$
1,533
 
Non-current Deferred Revenues
   
2,972
     
3,280
 
Other Long-term Liabilities
   
252
     
407
 
                 
Total Long-term Liabilities
   
4,661
     
5,220
 
                 
Total Liabilities
 
$
15,417
   
$
14,225
 
                 
Total Parent Shareholders' Equity
 
$
23,831
   
$
25,967
 
Non-controlling Interest
   
33
     
25
 
                 
Shareholders' Equity
   
23,864
     
25,992
 
                 
Total Liabilities and Shareholders' Equity
 
$
39,281
   
$
40,217
 
 


 
Top Image Systems Ltd.
           
Statement of Operations for the
       
 
   
Three months
ended
   
Three months
ended
   
Six months
ended
   
Six months
ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2016
   
2015
   
2016
   
2015
 
   
In thousands, except per share data
Audited
 
                         
License Revenues
   
1,719
     
2,475
     
3,475
     
4,755
 
Services Revenues
   
6,767
     
7,439
     
13,468
     
13,420
 
Revenues
 
$
8,486
   
$
9,914
   
$
16,943
   
$
18,175
 
                                 
Cost of License Revenues
   
532
     
306
     
893
     
675
 
Cost of Services Revenues
   
3,680
     
3,481
     
7,569
     
6,889
 
Cost of Revenues
   
4,212
     
3,787
     
8,462
     
7,564
 
                                 
Gross Profit
   
4,274
     
6,127
     
8,481
     
10,611
 
                                 
Expenses
                               
                                 
Research & Development
   
1,024
     
1,145
     
2,315
     
2,257
 
Sales & Marketing
   
1,933
     
2,870
     
4,096
     
5,542
 
General & Administrative
   
1,283
     
1,411
     
2,645
     
2,598
 
Amortization Costs
   
127
     
74
     
254
     
148
 
Restructuring Charge
   
3
     
-
     
1,186
     
-
 
                                 
     
4,370
     
5,500
     
10,496
     
10,545
 
                                 
Operating Profit (Loss)
   
(96
)
   
627
     
(2,015
)
   
66
 
                                 
Financial Expenses, net
   
(196
)
   
(164
)
   
(274
)
   
(520
)
                                 
Other Income (loss), net
   
1
     
(8
)
   
6
     
(5
)
                                 
Profit (loss) Before Taxes on Income
   
(291
)
   
455
     
(2,283
)
   
(459
)
                                 
Tax Expenses (income)
   
(117
)
   
80
     
6
     
157
 
                                 
Net Profit (loss)
   
(174
)
   
375
     
(2,289
)
   
(616
)
                                 
Net Income Attributable to Noncontrolling Interest
   
(6
)
   
(7
)
   
(8
)
   
(11
)
                                 
Net Profit (loss)
 
(180
)
 
$
368
   
(2,297
)
 
(627
)
                                 
Earnings per Share
                               
                                 
Basic Earnings (Loss) per Share
 
(0.01
)
 
$
0.02
   
(0.13
)
 
(0.04
)
                                 
Weighted Average Number of Shares Used in Computation of Basic Net Income (Loss) per Share
   
17,919
     
17,836
     
17,919
     
17,832
 
                                 
Diluted Earnings (Loss) per Share
 
(0.01
)
 
$
0.02
   
(0.13
)
 
(0.04
)
                                 
Weighted Average Number of Shares Used in Calculation of Diluted Net (Loss) Earnings per Share
   
17,919
     
18,170
     
17,919
     
17,832
 
 
 

 
Adjusted EBITDA Results:
           
 
   
Three months
ended
   
Three months
ended
   
Six months
ended
   
Six months
ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2016
   
2015
   
2016
   
2015
 
   
In thousands, except per share data
 
                         
Adjusted EBITDA:
                       
Net Profit (Loss)
 
(180
)
 
$
368
   
(2,297
)
 
(627
)
Interest
   
21
     
51
     
36
     
82
 
Other Financial Expenses
   
175
     
102
     
238
     
386
 
Taxes
   
(117
)
   
80
     
6
     
157
 
Depreciation
   
174
     
160
     
343
     
306
 
Amortization
   
361
     
336
     
723
     
672
 
Stock-based Compensation Expenses
   
230
     
128
     
455
     
257
 
Restructuring Charge
   
3
     
-
     
1,186
     
-
 
Total Adjusted EBITDA
 
$
667
   
$
1,225
   
$
690
   
$
1,233
 
                                 
Reconciliation of GAAP to Non-GAAP Results:
 
                                 
Net Profit (Loss)
 
(180
)
 
$
368
   
(2,297
)
 
(627
)
Amortization
   
361
     
336
     
723
     
672
 
Stock-based Compensation Expenses
   
230
     
128
     
455
     
257
 
Restructuring Charge
   
3
     
-
     
1,186
         
                                 
Non-GAAP Net Profit
 
$
414
   
$
832
   
$
67
   
$
302
 
                                 
Non-GAAP Net income used for basic earnings per share
 
$
414
   
$
832
   
$
67
   
$
302
 
Shares Used in Basic Earnings per Share Calculation
   
17,919
     
17,836
     
17,919
     
17,832
 
Non-GAAP Basic Earnings per Share
 
$
0.02
   
$
0.05
   
$
0.00
   
$
0.02
 
Non-GAAP Net Income Used for Diluted Earnings per Share
 
$
414
   
$
832
   
$
67
   
$
302
 
Shares Used in Diluted Earnings per Share Calculation
   
17,936
     
18,170
     
17,946
     
17,832
 
                                 
Non-GAAP Diluted Earnings per Share
 
$
0.02
   
$
0.05
   
$
0.00
   
$
0.02