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 September, 2007
Commission File Number 001-14552
Top Image Systems Ltd.
(Translation of
registrant’s name into English)
2 Habarzel Street, Ramat Hahayal, Israel 69710
(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
CONTENTS
Attached hereto is a copy of the Registrant’s press release dated November 28, 2007, reporting results for the three and nine months ended September 30, 2007.
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.
Date: December 4, 2007 |
Top Image Systems Ltd. By: /s/ Ido Schechter —————————————— Ido Schechter Chief Executive Officer |
| FOR IMMEDIATE RELEASE | BUSINESS NEWS |
Top Image Systems Reports Third Quarter 2007 Results
The Company will be holding
a conference call today
at 10:00am EST to
discuss the quarterly results
Tel Aviv, Israel – November 28, 2007 – Top Image Systems, Ltd. (NASDAQ: TISA, TASE: TISA), the leading innovator of data capture solutions, today announced its financial results for the third quarter, ended September 30, 2007. This follows the October 8, 2007 Company press release announcing the Company’s initial third quarter 2007 results.
Third Quarter 2007
Results
Revenues for the third quarter
exceeded the high end of the initial revenue range reaching $6.5 million, an increase of
24% from the third quarter of last year and an increase of 6% compared with the prior
quarter. 45% of third quarter revenues were generated from products and 55% from services.
Operating loss for the third quarter totaled $1.8 million, compared with operating profit of $172 thousand for the third quarter of 2006 and an operating profit of $65 thousand for the prior quarter. As previously announced, the increased expenses in the quarter were primarily related to the assimilation of recently acquired CPL and Asiasoft into the Company.
Non-GAAP net loss for the third quarter totaled $1.7 million, compared to net income of $0.25 million in the third quarter of 2006. Non-GAAP basic and fully diluted net loss per share in the third quarter totaled $0.190 compared with net income per share of $0.019 in the third quarter of 2006.
Non-GAAP net income (loss) excludes stock option compensation and amortization of intangible acquired assets which amounted to $348 thousand and $75 thousand in the third quarter of 2007 and 2006, respectively. A reconciliation between net income (loss) on a GAAP basis and a Non-GAAP basis is included at the end of this press release.
On a GAAP basis, net loss for the third quarter totaled $2 million compared to net income of $0.18 million in the third quarter last year, and $0.01 million loss in the prior quarter. GAAP basic and fully diluted net loss per share in the third quarter totaled $0.229, compared to basic and fully diluted net earnings per share of $0.019 in the third quarter of 2006, and basic and fully diluted net loss per share of $0.011 in the prior quarter.
Dr. Ido Schechter, Top Image Systems’ CEO, commented: “This has been a very interesting year for the Company with the acquisition of both UK based CPL and China-based Asiasoft, expanding our global presence to target new market. Completing two acquisitions, however, is a lengthy process and in the past months, we have invested a great deal of efforts in integrating Asiasoft into TIS and we are confident this process will be as successful as was the integration of CPL earlier this year. These two acquisitions enhance our product and solution offering while bringing TIS closer to becoming the Document Capture market leader.
Dr. Schechter concluded: “This quarter we reported revenues close to record levels, unfortunately, however, a number of recent projects previously expected to be recognized this quarter, were not finalized in time , and will be recognized in coming quarters”
“Admittedly, while being disappointed with our results of this quarter, we are encouraged by the substantial progress the Company has made over the past nine months in laying the strong foundations for a more successful 2008 in terms of both technology and skilled manpower.”
Conference Call
The Company will be holding a
conference call today, November 28, 2007, at 10am EST (7:00am Pacific Time, 3:00pm UK
Time, 5:00pm Israel Time) to review the third quarter 2007 financial results and other
corporate events.
Dr. Ido Schechter, CEO, and Arie Rand, CFO, 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: 1 888 281 1167
UK Dial-in Number: 0 800 917 5108
ISRAEL Dial-in Number: 03 918 0609
INTERNATIONAL Dial-in Number: +972 3 918 0609
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 30 countries through a
multi-tier network of distributors, system integrators, value-added resellers as well as
strategic partners. Visit the company’s website 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. 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 (where in general the fourth quarter is the strongest and the first quarter
is the weakest), 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.
Contacts:
| Company Contact | Investor Relations Contact |
| Adi Bar-Lev | Ehud Helft / Kenny Green |
| Director of Marketing and IR | GK Investor Relations |
| adi@topimagesystems.com | Info@gkir.com |
| +972 545 330537 | Tel: (US) 1 646 201 9246 |
Top Image Systems Ltd.
Consolidated Balance Sheet as at
| December 31, 2006 |
September 30 2007 | |||||||
|---|---|---|---|---|---|---|---|---|
| In thousands US$ | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 6,195 | 1,630 | ||||||
| Deposit | 3,000 | 3,118 | ||||||
| Marketable securities | 12,597 | 9,371 | ||||||
| Trade receivables, net | 7,642 | 8,681 | ||||||
| Other current assets | 1,120 | 2,344 | ||||||
| Total current assets | 30,554 | 25,144 | ||||||
| Severance funds pay | 717 | 824 | ||||||
| Property and equipment | ||||||||
| Cost | 2,531 | 3,472 | ||||||
| Less / accumulated depreciation | (1,943 | ) | (2,684 | ) | ||||
| Net property and equipment | 588 | 788 | ||||||
| Goodwill | 465 | 8,538 | ||||||
| Net intangible assets | 1,835 | 2,835 | ||||||
| Investment in affiliates | 533 | |||||||
| Other long-term assets, net | 136 | 140 | ||||||
| Total assets | 34,295 | 38,802 | ||||||
| Liabilities and Shareholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Short-term bank loans | 339 | 1,883 | ||||||
| Trade payables | 397 | 1,733 | ||||||
| Accrued liabilities and other payables | 2,966 | 7,087 | ||||||
| Total current liabilities | 3,702 | 10,703 | ||||||
| Long-term liabilities: | ||||||||
| Convertible debenture | 14,197 | 14,301 | ||||||
| Liability for severance pay, net | 1,016 | 1,157 | ||||||
| Total long-term liabilities | 15,213 | 15,458 | ||||||
| Minority interest in consolidated subsidiaries | 104 | |||||||
| Total liabilities | 18,915 | 26,265 | ||||||
| Shareholders' equity | ||||||||
| Share capital - Ordinary share of NIS 0.04 par value | 98 | 98 | ||||||
| Surplus capital | 29,921 | 30,319 | ||||||
| Comprehensive income | - | 286 | ||||||
| Accumulated deficit | (14,639 | ) | (18,166 | ) | ||||
| Total shareholders' equity | 15,380 | 12,537 | ||||||
| Total liabilities and shareholders' equity | 34,295 | 38,802 | ||||||
Top Image Systems Ltd.
Statements of Operations for the
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, |
September 30, |
September 30, |
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| 2007 |
2006 |
2007 |
2006 | |||||||||||
| In thousands US$, except per share data | ||||||||||||||
| Revenues | ||||||||||||||
| Product sales | 2,932 | 2,814 | 8,100 | 8,689 | ||||||||||
| Service revenues | 3,555 | 2,433 | 8,550 | 6,032 | ||||||||||
| Total revenues | 6,487 | 5,247 | 16,650 | 14,721 | ||||||||||
| Cost of revenues | ||||||||||||||
| Product costs | 1,869 | 503 | 2,918 | 1,654 | ||||||||||
| Service costs | 2,109 | 1,508 | 5,499 | 3,952 | ||||||||||
| Total cost of revenues | 3,978 | 2,011 | 8,417 | 5,606 | ||||||||||
| Gross profit | 2,509 | 3,236 | 8,233 | 9,115 | ||||||||||
| Expenses | ||||||||||||||
| Research and development costs | 732 | 435 | 1,918 | 1,319 | ||||||||||
| Selling and marketing | 2,235 | 1,694 | 6,240 | 4,865 | ||||||||||
| General and administrative | 1,370 | 935 | 3,300 | 2,511 | ||||||||||
| 4,337 | 3,064 | 11,458 | 8,695 | |||||||||||
| Operating profit (loss) | (1,828 | ) | 172 | (3,225 | ) | 420 | ||||||||
| Financing income (expenses), net | (94 | ) | 15 | (264 | ) | 241 | ||||||||
| Income (loss) before taxes on income | (1,922 | ) | 187 | (3,489 | ) | 661 | ||||||||
| Taxes on Income | (11 | ) | (12 | ) | (45 | ) | (20 | ) | ||||||
| Other income | - | - | 110 | - | ||||||||||
| Minority's share in profit of a subsidiary | (104 | ) | (104 | ) | ||||||||||
| Net income (loss) for the period | (2,036 | ) | 175 | (3,527 | ) | 641 | ||||||||
| Basic net income (loss) per share | (0.229 | ) | 0.020 | (0.398 | ) | 0.073 | ||||||||
| Weighted average number of shares used in computation of basic net income (loss) per share | 8,879,770 | 8,834,841 | 8,872,094 | 8,814,088 | ||||||||||
| Diluted net income (loss) per share | (0.229 | ) | 0.019 | (0.398 | ) | 0.071 | ||||||||
| Weighted average number of shares used in computation of diluted net income (loss) per share | 8,879,770 | 8,987,807 | 8,872,094 | 8,991,430 | ||||||||||
A reconciliation of Non GAAP net income to GAAP net income is as follows (in thousands):
| Three months ended |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, |
September 30, |
September 30, |
September 30, | |||||||||||
| 2007 |
2006 |
2007 |
2006 | |||||||||||
| Net Income | (2,036 | ) | 175 | (3,527 | ) | 641 | ||||||||
| Stock option compensation epxenses | 158 | 0 | 378 | 0 | ||||||||||
| Amortization of acquired Intangible Assets | 190 | 75 | 298 | 225 | ||||||||||
| Non-GAAP Net Income (loss) | (1,688 | ) | 250 | (2,851 | ) | 866 | ||||||||