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 November, 2017
 
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
 
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 November 15, 2017, reporting the results for the three months and the year ended September 30, 2017.
 
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: November 15, 2017
By:
/s/ Don Dixon  
    Don Dixon  
    Executive Chairman  
       
 

 
 
 
Top Image Systems Reports Third Quarter 2017 Results

Tel Aviv and Plano, TexasTop Image Systems, Ltd. (NASDAQ: TISA), a global innovator of intelligent content processing solutions, today announced its financial results for the third quarter of 2017, ended on September 30, 2017.

Third Quarter Highlights:

·
Quarterly revenues were $7.1 million, compared to $7.4 million in the second quarter of 2017 and $7.7 million in the same period in 2016;
 
·
Quarterly operating loss was ($1.5) million, compared to ($1.3) million in the second quarter of 2017 and ($0.6) million in the same period in 2016;
 
·
Adjusted EBITDA was a loss of ($0.71) million, compared to a loss of ($0.47) million in the second quarter of 2017 and positive Adjusted EBITDA of $0.23 million during the same period in 2016;
 
·
Quarterly recurring revenues were $4.9 million, representing 70% of total revenue, compared to $4.8 million, representing 64% of total revenues, in the second quarter of 2017 and $4.9 million, representing 64% of total revenues in the same quarter of 2016;
 
·
Quarterly GAAP total expenses were $ 8.5 million, compared to $ 8.8 million in the second quarter of 2017 and $8.2 million in the same period last year.
 
·
In partnership with the SAP Business One organization and as showcased at the SAP Biz.ONE Conference we announced the launch of our cloud-based eFLOW AP solution, integrated with SAP Business One coupled with an aggressive marketing initiative to build the pipeline and accelerate sales of our solution in fiscal 2018.
 
·
One of the largest financial services group in Southeast Asia, with over 500 branches, has selected Top Image Systems to implement an automated Trade Finance document processing solution.
 
·
Concluded a multi-year seven figure contract renewal of our receivables automation solution with a large financial services provider which represents high margin recurring cloud-basedservices revenue stream.
 
·
Announced an Extended Support Program with 80% of our existing customers having upgraded to the most current version of eFLOW.  This translates to continued high margin maintenance renewal revenue streams, lower support costs and increased opportunities for additional deployment revenues within our installed base of customers.
 
·
Negotiated a revolving credit line with a US-based Bank on substantially better terms than our previous facility.  This will give us access to additional financial resources to manage working capital and to fund our growth.


 
Brendan Reidy, CEO of Top Image Systems, commented, “We continue to make progress on our path  to achieve a balance between sustained profitability from our core capture business while we transition to the higher velocity cloud applications software market.  While we are encouraged by the continued strengthening of our pipeline our third quarter top line revenue was lower than anticipated due to deferral of two significant transactions which we anticipate will be reflected in our fourth quarter revenues.  We are particularly encouraged by the traction we are seeing within the banking sector.  We completed a multi-year seven figure contract renewal for receivables automation solution which is deployed in a highly secure private cloud environment, generating high margin and predictable recurring revenue streams.  We also secured the implementation of a Trade Finance solution by one of the largest financial services group in Southeast Asia that re-enforces our proposition for automating labor intensive business processes.”
 
Mr. Reidy added, “We are particularly pleased with the launch of our cloud-based accounts payable solution which will leverage the SAP Business One ERP ecosystem for mid-size companies.  Our teams are working proactively with the SAP Business One organization to develop co-marketing programs with the SAP Business One channel organization to create the foundation for accelerated traction for our cloud-based solution in fiscal 2018. Our tight integration with SAP Business One as well as with SAP ECC on premise provides us with a unique value proposition to target SAP customers with flexible deployment options on premise and in the cloud.”
 

 
Third Quarter Financial Results
 
·
Quarterly revenues were $7.1 million, compared to $7.4 million in the second quarter of 2017 and $7.7 million in the same period in 2016;
 
·
Quarterly operating net loss was ($1.5) million, compared to ($1.3) million in the second quarter of 2017 and ($0.6) million in the same period in 2016;
 
·
Adjusted EBITDA was a loss of ($0.71) million, compared to a loss of ($0.47) million in the second quarter of 2017 and positive EBITDA of $0.23 million during the same period in 2016;
 
·
Quarterly recurring revenues were $4.9 million, representing 70% of total revenue, compared to $4.8 million, representing 64% of total revenues, in the second quarter of 2017 and $4.9 million, representing 64% of total revenues in the same quarter of 2016;
 
·
Quarterly GAAP total expenses were $ 8.5 million, compared to $ 8.8 million in the second quarter of 2017 and $8.2 million in the same period last year.
 
Conference Call
 
The Company will host a conference call and webcast later today, at 10:00 a.m. ET, during which the Company’s 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

The conference call is scheduled to begin at:
7:00 a.m. Pacific Time / 10:00 a.m. Eastern Time / 5:00 p.m. Israel Time
 


To join the live webcast, please click on the following link:  http://public.viavid.com/index.php?id=125746.  

For those unable to attend the live call or webcast, from the following day an audio 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=125746
 
For those unable to attend the live call or webcast, from the following day an audio 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=125746
 
* GAAP and Non-GAAP Financial Measures
 
This release includes GAAP and 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), 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 TIS’ ongoing business operations) 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 September   30, 2017, and the other periods presented, 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 tables below 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 items 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 in addition to the GAAP results. 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.
 
TIS Investors Contact:
 
James Carbonara
Partner, Hayden IR
james@haydenir.com (646) 755-7412
 

 
About Top Image Systems
Top Image Systems™ (TIS™) Ltd. is a global innovator of on-premise and cloud-based applications that optimize content-driven business processes such as procure to pay operations, remittance processing, integrated receivables, customer response management and more. Whether originating from mobile, electronic, paper or other sources, TIS solutions automatically capture, process and deliver content across enterprise applications, transforming information entering an organization into useful and accessible electronic data, delivering it directly and efficiently to the relevant business system or person for action with as little manual handling as possible. TIS’ solutions are marketed in more than 40 countries through a multi-tier network of distributors, system integrators, value-added resellers and strategic partners. Visit the company's website at https://www.topimagesystems.com/ for more information.
 
Top Image Systems 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.
 

 
FINANCIAL REPORTS
FOR THE QUARTER  ENDED
September 30, 2017
 
 

 


Top Image Systems Ltd.
     
Consolidated Balance Sheet as of
     
 
   
September 30,
   
December 31,
 
   
2017
   
2016
 
   
In thousands
 
             
Assets
           
             
Current Assets:
           
Cash and Cash Equivalents
 
$
1,594
   
$
7,636
 
Restricted Cash
   
175
     
119
 
Trade Receivables, net
   
5,450
     
6,717
 
Other Accounts Receivable and Prepaid Expenses
   
1,170
     
829
 
                 
Total Current Assets
   
8,389
     
15,301
 
                 
Long-Term Assets:
               
Severance Pay Funds
   
1,112
     
1,029
 
Restricted Cash
   
160
     
145
 
Long-term Deposits and Long-term Assets
   
77
     
136
 
Property and Equipment, net
   
933
     
1,000
 
Intangible Assets, net
   
2,506
     
3,623
 
Goodwill
   
18,773
     
18,405
 
                 
Total Long-term Assets
   
23,561
     
24,338
 
                 
Total Assets
 
$
31,950
   
$
39,639
 
                 
Liabilities and Shareholders' Equity
               
                 
Current Liabilities:
               
                 
Short-term Bank Loans
 
$
-
   
$
3,017
 
Trade Payables
   
1,543
     
1,237
 
Deferred Revenues
   
2,939
     
3,594
 
Accrued Expenses and Other Accounts Payable
   
3,791
     
3,430
 
                 
Total Current Liabilities
   
8,273
     
11,278
 
                 
Long-Term Liabilities:
               
                 
Accrued Severance Pay
 
$
1,250
   
$
1,214
 
Non-current Deferred Revenues
   
2,059
     
2,626
 
Other Long-term Liabilities
   
4,756
     
4,528
 
                 
Total Long-term Liabilities
   
8,065
     
8,368
 
                 
Total Liabilities
 
$
16,338
   
$
19,646
 
                 
Total Parent Shareholders' Equity
 
$
15,565
   
$
19,955
 
Non-controlling Interest
   
47
     
38
 
Shareholders' Equity
   
15,612
     
19,993
 
                 
Total Liabilities and Shareholders' Equity
 
$
31,950
   
$
39,639
 
 
 
 

 
Top Image Systems Ltd.
             
Statement of Operations for the
             
 
   
Three months
ended
   
Three months
ended
   
Nine months
ended
   
Nine months
ended
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2017
   
2016
   
2017
   
2016
 
   
In thousands, except per share data
 
                         
License Revenues
   
653
     
1,266
     
3,624
     
4,741
 
Services Revenues
   
6,407
     
6,415
     
18,169
     
19,883
 
Revenues
 
$
7,060
   
$
7,681
   
$
21,793
   
$
24,624
 
                                 
Cost of License Revenues
   
135
     
383
     
419
     
1,276
 
Cost of Services Revenues
   
4,039
     
3,676
     
12,109
     
11,245
 
Cost of Revenues
   
4,174
     
4,059
     
12,528
     
12,521
 
                                 
Gross Profit
   
2,886
     
3,622
     
9,265
     
12,103
 
Expenses
                               
Research & Development
   
1,292
     
1,241
     
3,737
     
3,556
 
Sales & Marketing
   
1,391
     
1,650
     
4,659
     
5,746
 
General & Administrative
   
1,514
     
1,161
     
4,936
     
3,806
 
Amortization Costs
   
154
     
124
     
460
     
378
 
Restructuring Charges
   
-
     
-
     
-
     
1,186
 
                                 
     
4,351
     
4,176
     
13,792
     
14,672
 
                                 
Operating (Loss) Profit
   
(1,465
)
   
(554
)
   
(4,527
)
   
(2,569
)
                                 
Financial Expenses, net
   
49
     
(169
)
   
(315
)
   
(443
)
                                 
Other Income (loss), net
   
1
     
-
     
7
     
6
 
                                 
(Loss) profit  Before Taxes on Income
   
(1,415
)
   
(723
)
   
(4,835
)
   
(3,006
)
                                 
Tax Expenses (income)
   
98
     
(427
)
   
244
     
(421
)
Net (Loss) Profit
   
(1,513
)
   
(296
)
   
(5,079
)
   
(2,585
)
Net Income Attributable to Noncontrolling Interest
   
(2
)
   
(3
)
   
(9
)
   
(11
)
                                 
Net (Loss) Profit
 
(1,515
)
 
(299
)
 
(5,088
)
 
(2,596
)
Earnings per Share
                               
Basic (Loss) Earnings per Share
 
(0.08
)
 
(0.02
)
 
(0.28
)
 
(0.14
)
                                 
Weighted Average Number of Shares Used in Computation of Basic Net (Loss) Income  per Share
   
18,010
     
17,932
     
17,958
     
17,923
 
                                 
Diluted (Loss) Earnings  per Share
 
(0.08
)
 
(0.02
)
 
(0.28
)
 
(0.14
)
                                 
Weighted Average Number of Shares Used in Calculation of Diluted Net (Loss) Earnings per Share
   
18,010
     
17,955
     
17,958
     
17,949
 


 
   
Three months
ended
   
Three months
ended
   
Nine months
ended
   
Nine months
ended
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2017
   
2016
   
2017
   
2016
 
   
In thousands, except per share data 
 
                         
Adjusted EBITDA:
                       
Net (Loss) Profit
 
(1,515
)
 
(299
)
 
(5,088
)
 
(2,596
)
Interest
   
165
     
38
     
520
     
74
 
Other Financial Expenses
   
(214
)
   
131
     
(205
)
   
369
 
Taxes
   
98
     
(427
)
   
244
     
(421
)
Depreciation
   
179
     
167
     
526
     
510
 
Amortization
   
348
     
359
     
1,135
     
1,082
 
Stock-based Compensation Expenses
   
239
     
265
     
675
     
719
 
Restructuring Charge
   
-
     
-
     
-
     
1,186
 
Debt Reserve Adjustment
   
(16
)
   
-
     
55
     
-
 
Total Adjusted EBITDA
 
(717
)
 
$
234
   
(2,139
)
 
$
923
 
                                 
Reconciliation of GAAP to Non-GAAP Results:
                               
                                 
Net (Loss) Profit
 
(1,515
)
 
(299
)
 
(5,088
)
 
(2,596
)
Amortization
   
348
     
359
     
1,135
     
1,082
 
Stock-based Compensation Expenses
   
239
     
265
     
675
     
719
 
Debt Reserve Adjustment
   
(16
)
   
-
     
55
     
-
 
Restructuring Charge
   
-
     
-
     
-
     
1,186
 
                                 
Non-GAAP Net Profit
 
(945
)
 
$
325
   
(3,224
)
 
$
391
 
                                 
Non-GAAP Net income used for basic earnings per share
 
(945
)
 
$
325
   
(3,224
)
 
$
391
 
Shares Used in Basic Earnings per Share Calculation
   
18,010
     
17,932
     
17,958
     
17,923
 
                                 
Non-GAAP Basic Earnings per Share
 
(0.05
)
 
$
0.02
   
(0.18
)
 
$
0.02
 
                                 
Non-GAAP Net Income Used for Diluted Earnings per Share
 
(945
)
 
$
325
   
(3,224
)
 
$
391
 
Shares Used in Diluted Earnings per Share Calculation
   
18,010
     
17,955
     
17,958
     
17,949
 
                                 
Non-GAAP Diluted Earnings per Share
 
(0.05
)
 
$
0.02
   
(0.18
)
 
$
0.02