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 May, 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 ☒   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 ☐ 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 May 18, 2017, reporting the results for the three months and the year ended March 31, 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:    May 18, 2017      
By:
/s/ Don Dixon  
    Don Dixon  
    Executive Chairman  
       
 

Top Image Systems Reports First Quarter 2017 Results
 
TEL AVIV, Israel and PLANO, Texas, May 18, 2017 (GLOBE NEWSWIRE) --   Top Image Systems, Ltd.  (NASDAQ: TISA ), a global innovator of intelligent content processing solutions, today announced its financial results for the first quarter ended March 31, 2017.
 
First Quarter Highlights
 
·
Quarterly revenues were $7.3 million compared to $7.0 million in the fourth quarter of 2016 and $8.5 million in the same period last year;
 
·
Quarterly net loss was ($1.8) million, compared to a loss of ($3.8) million in the fourth quarter of 2016, and ($2.1) million in the same period last year;
 
·
Adjusted EBITDA* was a loss of ($0.9) million compared to a loss of ($1.1) million in the fourth quarter of 2016, and breakeven in the same period last year;
 
·
Quarterly recurring revenues were $4.5 million, representing 61% of total revenue, compared to $4.6 million, representing 65% of total revenues, in the fourth quarter of 2016 and compared to 60% of revenues in the same period last year;
 
·
Quarterly GAAP total expenses were $9.0 million, compared to $10.2 million in the fourth quarter of 2016 and $10.4 million in the same period last year;
 
·
Previously announced project with top global bank managing more than $1 trillion in assets successfully entered production;
 
·
Previously announced large government forms processing project in South America entered production;
 
·
Selected as one of the Top Twenty Most Promising SAP Application Providers for 2017 by CIOReview .
 
Brendan Reidy, CEO of Top Image Systems, commented, “The transformation of our company continues and, though the process will take time, we are achieving early results which creates the foundation for a return to profitability and growth. We made progress against our three key priorities: protecting our core remittance and forms processing business; introducing continuous efficiency improvements into our operations; and making prudent investments in high-velocity cloud applications.  We continue to carry out successful forms processing and receivables automation projects, to consolidate our operations and increase operating efficiency and to invest in the development of our eFLOW AP on-site and cloud-based solutions. I am confident that the end result will be the transformation of our company into a nimble, high-growth, cloud applications and services business to maximize shareholder value.”
 

 
First Quarter Financial Results
 
Total revenues for the first quarter of 2017 were $7.3 million compared to $7.0 million in the fourth quarter of 2016 and $8.5 million in the same period last year. Recurring (SaaS and maintenance) revenues for the first quarter of 2017 were $4.5 million, compared to $4.6 million in the fourth quarter of 2016, and compared to $5.0 million in the same period last year.
 
Gross profit for the first quarter of 2017 was $3.2 million compared $2.7 million in the fourth quarter of 2016, and compared to $4.2 million in the same period last year. Gross margin for the first quarter of 2017 was 44%, compared to 39% in the fourth quarter of 2016 and 50% for the same period last year.
 
GAAP net loss for the first quarter of 2017 was ($1.8) million compared to ($3.8) million in the fourth quarter of 2016 and ($2.1) million in the same period last year. First quarter 2017 GAAP loss per share was ($0.10) compared to ($0.21) in the fourth quarter of 2016 and ($0.12) in the same period last year.
 
First quarter 2017 Non-GAAP* loss per share was ($0.07), compared to ($0.10) in the fourth quarter of 2016 and compared to ($0.02) in the same period last year.
 
Adjusted EBITDA* loss was ($0.9) million compared to ($1.1) million in the fourth quarter of last year, and breakeven in the same period last year.
 
Conference Call
 
The Company will host a conference call and webcast later today, Thursday, May 18, 2017 at 10:00 am 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 pho ne 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:
10:00 am Eastern Time
7:00 am Pacific Time
5:00 pm Israel Time
 
To join the live webcast, please click on the following link:     http://public.viavid.com/index.php?id=124470 .    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=124470
 
* 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 first quarter ended March 31, 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.
 

 
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  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
(214) 256-4600
 
Investors:
 
James Carbonara
Regional Vice President, Hayden IR
james@haydenir.com
(646) 755-7412
 
 

 
 
 
 
FINANCIAL REPORTS
FOR THE QUARTER  ENDED
March 31, 2017
 

 
 
Top Image Systems Ltd.
Consolidated Balance Sheet as of

   
March 31,
   
December 31,
 
   
2017
   
2016
 
   
In thousands
 
             
Assets
           
             
Current Assets:
           
Cash and Cash Equivalents
 
$
7,798
   
$
7,636
 
Restricted Cash
   
158
     
119
 
Trade Receivables, net
   
5,176
     
6,717
 
Other Accounts Receivable and Prepaid Expenses
   
1,061
     
829
 
                 
Total Current Assets
   
14,193
     
15,301
 
                 
Long-Term Assets:
               
Severance Pay Funds
   
1,044
     
1,029
 
Restricted Cash
   
148
     
145
 
Long-term Deposits and Long-term Assets
   
123
     
136
 
Property and Equipment, net
   
1,213
     
1,000
 
Intangible Assets, net
   
3,235
     
3,623
 
Goodwill
   
18,493
     
18,405
 
                 
Total Long-term Assets
   
24,256
     
24,338
 
                 
Total Assets
 
$
38,449
   
$
39,639
 
                 
Liabilities and Shareholders' Equity
               
                 
Current Liabilities:
               
                 
Short-term Bank Loans
 
$
3,059
   
$
3,017
 
Trade Payables
   
1,141
     
1,237
 
Deferred Revenues
   
3,672
     
3,594
 
Accrued Expenses and Other Accounts Payable
   
3,765
     
3,195
 
                 
Total Current Liabilities
   
11,637
     
11,043
 
                 
Long-Term Liabilities:
               
                 
Accrued Severance Pay
 
$
1,179
   
$
1,214
 
Non-current Deferred Revenues
   
2,527
     
2,626
 
Other Long-term Liabilities
   
4,855
     
4,528
 
                 
Total Long-term Liabilities
   
8,561
     
8,368
 
                 
Total Liabilities
 
$
20,198
   
$
19,411
 
                 
Total Parent Shareholders' Equity
 
$
18,211
   
$
20,190
 
Non-controlling Interest
   
40
     
38
 
Shareholders' Equity
   
18,251
     
20,228
 
                 
Total Liabilities and Shareholders' Equity
 
$
38,449
   
$
39,639
 
 
 

 
 
Top Image Systems Ltd.
Statement of Operations for the
 
   
Three months ended
   
Three months ended
 
   
March 31,
   
March 31,
 
   
2017
   
2016
 
   
In thousands, except per share data
 
             
License Revenues
   
1,686
     
1,756
 
Services Revenues
   
5,639
     
6,701
 
Revenues
 
$
7,325
   
$
8,457
 
                 
Cost of License Revenues
   
160
     
361
 
Cost of Services Revenues
   
3,963
     
3,889
 
Cost of Revenues
   
4,123
     
4,250
 
                 
Gross Profit
   
3,202
     
4,207
 
Expenses
               
Research & Development
   
1,217
     
1,291
 
Sales & Marketing
   
1,774
     
2,163
 
General & Administrative
   
1,777
     
1,362
 
Amortization Costs
   
153
     
127
 
Restructuring Charges
   
-
     
1,183
 
                 
     
4,921
     
6,126
 
                 
Operating (Loss) Profit
   
(1,719
)
   
(1,919
)
                 
Financial Expenses, net
   
46
     
(78
)
                 
Other Income (loss), net
   
2
     
5
 
                 
(Loss) profit  Before Taxes on Income
   
(1,671
)
   
(1,992
)
                 
Tax Expenses (income)
   
96
     
123
 
Net (Loss) Profit
   
(1,767
)
   
(2,115
)
Net Income Attributable to Noncontrolling Interest
   
(2
)
   
(2
)
                 
Net (Loss) Profit
 
(1,769
)
 
(2,117
)
Earnings per Share
               
Basic (Loss) Earnings per Share
 
(0.10
)
 
(0.12
)
Weighted Average Number of Shares Used in Computation of Basic Net (Loss) Income  per Share
   
17,932
     
17,919
 
Diluted (Loss) Earnings  per Share
 
(0.10
)
 
(0.12
)
Weighted Average Number of Shares Used in Calculation of Diluted Net (Loss) Earnings per Share
   
17,932
     
17,919
 
 
 

 
 
             
   
Three months ended
   
Three months ended
 
   
March 31,
   
March 31,
 
   
2017
   
2016
 
   
In thousands, except per share data
 
             
Adjusted EBITDA:
           
Net (Loss) Profit
 
$
(1,769
)
 
$
(2,117
)
Interest
   
144
     
15
 
Other Financial Expenses
   
(190
)
   
63
 
Taxes
   
96
     
123
 
Depreciation
   
172
     
169
 
Amortization
   
394
     
362
 
Stock-based Compensation Expenses
   
204
     
225
 
Restructuring Charge
   
-
     
1,183
 
Debt Reserve Adjustment
   
3
     
-
 
Total Adjusted EBITDA
 
$
(946
)
 
$
23
 
                 
Reconciliation of GAAP to Non-GAAP Results:
               
                 
Net (Loss) Profit
 
$
(1,769
)
 
$
(2,117
)
Amortization
   
394
     
362
 
Stock-based Compensation Expenses
   
204
     
225
 
Debt Reserve Adjustment
   
3
     
-
 
Restructuring Charge
   
-
     
1,183
 
                 
Non-GAAP Net Profit
 
$
(1,168
)
 
$
(347
)
                 
Non-GAAP Net income used for basic earnings per share
 
$
(1,168
)
 
$
(347
)
Shares Used in Basic Earnings per Share Calculation
   
17,932
     
17,919
 
                 
Non-GAAP Basic Earnings per Share
 
$
(0.07
)
 
$
(0.02
)
                 
Non-GAAP Net Income Used for Diluted Earnings per Share
 
$
(1,168
)
 
$
(347
)
Shares Used in Diluted Earnings per Share Calculation
   
17,932
     
17,919
 
                 
Non-GAAP Diluted Earnings per Share
 
$
(0.07
)
 
$
(0.02
)
 
 

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