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 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2018

 

 

 

SUPERCOM LTD.

(Translation of Registrant’s name into English)

 

 

 

11 Hamenufim Street,

Hertzliya Pituach,

Israel

 

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  x    Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

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  x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-             

 

 

 

This Form 6-K is being incorporated by reference into the Registrant’s Registration Statements on S-8, File Nos. 333-121231 and 333-175785. 

 

 

 

 

 

 

SUPERCOM LTD.

 

6-K Items

 

1. Condensed Interim Consolidated Financial Statements of Supercom Ltd. and its subsidiaries as of June 30, 2018.
   
2. Management's Discussion and Analysis of Results Operations.
   
101.1NS XBRL Instance Document
   
101.SCH   XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definitions Linkbase Document

 

 

 

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.

 

  SuperCom Ltd.
  By: /s/ Arie Trabelsi
  Name: Arie Trabelsi
  Title: Chief Executive Officer

Date: September 28, 2018

 

 

 

Exhibit 1

 

 

 

 

 

 

SUPERCOM LTD

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
as of June 30, 2018

(Unaudited)

 

 

 

 

 

 

 1 

 

 

SUPERCOM LTD

 

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
as of June 30, 2018

 

(Unaudited)

 

 

 

IN U.S. DOLLARS

 

 

INDEX

 

 

 

  Page
   
   
Interim Consolidated Balance Sheets 3
   
Interim Consolidated Statements of Operations 4
   
Interim Statements of Changes in Shareholders' equity 5
   
Interim Consolidated Statements of Cash Flows 6 – 7
   
Notes to Interim Consolidated Financial Statements 8 – 11

 

 

- - - - - - - - - - - - - - - - - - - - -

 2 

 

 

SUPERCOM LTD

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

 

   June 30,   December 31, 
   2018   2017 
   Unaudited   Audited 
CURRENT ASSETS          
Cash and cash equivalents   1,920    1,037 
Restricted bank deposits   1,314    1,063 
Trade receivable, net   15,633    12,456 
Other accounts receivable and prepaid expenses   531    2,698 
Inventories, net (Note 3)   4,889    4,876 
Patents   5,283    5,283 
Total current assets   29,570    27,413 
           
LONG-TERM ASSETS          
Severance pay funds   303    319 
Deferred tax long term   4,591    4,505 
Property and equipment, net   816    1,218 
Other Intangible assets, net (Note 4)   11,191    11,910 
Goodwill   7,026    7,026 
Other non-current assets   1,835    1,807 
Total current assets   25,762    26,785 
           
Total assets   55,332    54,198 
         
CURRENT LIABILITIES        
Short-term bank loans   1,113    738 
Trade payables   4,295    5,838 
Employees and payroll accruals   5,171    4,910 
Related parties   997    61 
Accrued expenses and other liabilities   4,614    3,739 
Deferred revenue   1,074    1,511 
Short-term liability for future earn-out   1,038    1,163 
Total current liabilities   18,302    17,960 
           
LONG-TERM LIABILITIES          
Related parties   2,980    2,082 
Deferred tax liability   39    49 
Deferred revenue   802    668 
Long-term liability for future earn-out   114    147 
Accrued severance pay   558    585 
Total long-term liabilities   4,493    3,531 
           
SHAREHOLDERS' EQUITY:          
Ordinary shares   1,026    1,026 
Additional paid-in capital   82,274    82,157 
Accumulated deficit   (50,763)   (50,476)
Total shareholders' equity   32,537    32,707 
           
Total Liabilities and Shareholders' Equity   55,332    54,198 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

 3 

 

 

SUPERCOM LTD

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except per share data)

  

   Six months ended June 30 
   2018   2017 
REVENUES   13,775    15,829 
           
COST OF REVENUES   6,054    9,356 
           
GROSS PROFIT   7,721    6,473 
           
OPERATING EXPENSES          
Research and development, net   2,544    3,641 
Sales and marketing   3,182    4,271 
General and administration   2,602    3,191 
Other expenses (income)   183    (2,317)
Total operating expenses   8,511    8,786 
           
OPERATING LOSS   (790)   (2,313)
           
FINANCIAL EXPENSES  (INCOME), NET   (278)   402 
           
LOSS BEFORE INCOME TAX   (512)   (2,715)
           
INCOME TAX BENEFIT   225    58 
           
NET LOSS FOR THE PERIOD   (287)   (2,657)
           
           

NET LOSS PER SHARE

          
           
Basic   (0.02)   (0.18)
           
Diluted   (0.02)   (0.18)
           
Weighted average number of ordinary shares
used in computing basic net loss per share
   14,958,339    14,938,339 
           
Weighted average number of ordinary shares
used in computing diluted net loss per share
   14,958,339    14,938,339 

  

The accompanying notes are an integral part of these interim consolidated financial statements.

 

 4 

 

 

SUPERCOM LTD

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(U.S. dollars in thousands, except share data)

 

 

   Ordinary shares             
   Number of
Shares
   Share
capital
   Additional
paid-in
capital
   Accumulated
deficit
   Total
shareholders'
equity
 
                     
Balance as of December 31, 2016   14,938,339    1,024    81,515    (43,815)   38,724 
Changes during the six months ended June 30, 2017 (unaudited):                         
                          
Stock- based compensation   -    -    331    -    331 
                          
                          
Net loss   -    -    -    (2,657)   (2,657)
Balance as of June 30, 2017   14,938,339    1,024    81,846    (46,472)   36,398 
                          
                          
Balance as of December 31, 2017   14,958,339    1,026    82,157    (50,476)   32,707 
Changes during the six months ended June 30, 2018 (unaudited):                         
                          
Stock- based compensation   -    -    117    -    117 
 Net loss   -    -    -    (287)   (287)
Balance as of June 30, 2018   14,958,339    1,026    82,274    (50,763)   32,537 

  

The accompanying notes are an integral part of these interim consolidated financial statements.

 

 5 

 

 

SUPERCOM LTD

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

(U.S. dollars in thousands)

 

   Six months ended June 30 
   2018   2017 
Cash flows from operating activities:          
           
Net loss   (287)   (2,657)
           
Adjustments to reconcile net income to net cash used in operating activities:          
Depreciation and amortization   1,961    1,847 
Stock-based compensation   117    331 
Increase in deferred tax   (96)   (114)
Increase in trade receivables, net   (3,177)   (427)
Decrease (Increase) in other accounts receivable and prepaid expenses   2,167    (2,616)
Increase in inventories, net   (13)   (225)
Increase in other non-current assets   (28)   - 
Increase (decrease) in trade payables   (1,543)   1,902 
Increase in employees and payroll accruals   261    654 
Increase (decrease) in accrued severance pay   (27)   101 
Increase in accrued expenses and other liabilities, related parties and liability for earn-out   566    407 
           
Net cash used in operating activities   (99)   (797)
           
Cash flows from investing activities:          
Purchase of property and equipment   (95)   (39)
Purchase of Intangible assets   (21)   - 
Decrease (Increase) in severance pay fund   16    (64)
Restricted bank deposits, net   (251)   806 
Capitalization of software development costs   (724)   (665)
Net cash  provided by (used in) investing activities   (1,075)   38 
           
Cash flows from financing activities:          
Short-term bank loan, net   375    - 
Related parties   1,778    - 
Liability for future earn-out   (96)   (24)
           
Net cash provided by (used in) financing activities   2,057    (24)
           
Increase (decrease) in cash and cash equivalents   883    (783)
Cash and cash equivalents at the beginning of the year   1,037    1,708 
           
Cash and cash equivalents at the end of the period   1,920    925 

  

The accompanying notes are an integral part of these interim consolidated financial statements.

 

 6 

 

 

SUPERCOM LTD

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

(U.S. dollars in thousands)

 

   Six months ended June 30, 
   2018   2017 
Supplemental disclosure of cash flows information:          
           
Cash paid during the period for:          
Interest   7    4 

  

The accompanying notes are an integral part of the consolidated financial statements.

 

 7 

 

 

SUPERCOM LTD

 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1:GENERAL

 

a.SuperCom Ltd. (the “Company") is an Israeli resident company organized in 1988 in Israel. On January 24, 2013 the Company changed its name back to SuperCom Ltd, its original name, from Vuance Ltd. On September 12, 2013, the Company’s ordinary shares were approved for listing on the NASDAQ Capital Market and began trading under the ticker symbol “SPCB” on September 17, 2013. Previously, the Company’s ordinary shares traded on the OTCQB® electronic quotation service.

 

Founded in 1988, we are a global provider of traditional and digital identity solutions, advanced IoT and connectivity solutions, and cyber security products and solutions, to governments and private and public organizations throughout the world. The Company sells its products through marketing offices in the U.S, and Israel.

 

b.On December 26, 2013 the Company acquired the SmartID Division of On Track Innovations Ltd. (NASDAQ: OTIV) (“OTI”), consisting of customer contracts, software, other related technologies and IP assets. The SmartID Division has a strong international presence, with a broad range of competitive and well-known e-ID solutions and technology.

 

c.On November 17, 2015, the Company acquired Prevision Ltd., an Israeli based company. Prevision has a strong presence in the market and offers a broad range of competitive and well-known Cyber Security services.

 

d.On January 1, 2016, the Company acquired Leaders in Community Alternatives, Inc., or LCA, a U.S. based company, including all contracts, software, other related technologies and IP assets. LCA is a California based, private criminal justice organization, providing community-based services and electronic monitoring programs to government agencies in the U.S. for more than 25 years. LCA offers a broad range of competitive solutions for governmental institutions across the U.S. in addressing realignment strategies and plans.

 

e.On March 13, 2016, the Company acquired Safend Ltd, an Israeli based company. Safend is an international provider of cutting edge endpoint data protection guarding against corporate data loss and theft through content discovery and inspection, encryption methodologies, and comprehensive device and port control. Safend maps sensitive information and controls data flow through email, web, external devices and additional channels.

 

f.On April 18, 2016, the Company acquired the assets of PowaPOS, a division of POWA Technologies Ltd., the developer of a fully-integrated mobile and tablet-based system integrating industry-leading retail and secure payment solutions into one simplified, attractive and innovative POS platform.

 

 8 

 

 

g.On May 18, 2016, the Company acquired Alvarion Technologies Ltd. (“Alvarion”). Alvarion designs solutions for Carrier Wi-Fi, Enterprise Connectivity, Smart City, Smart Hospitality, Connected Campuses. Carriers, Local Governments and Hospitality sectors worldwide deploy Alvarion’s intelligent Wi-Fi networks to enhance productivity and performance. In the past few years, Alvarion went through a transition from being a market leader of Wi- Max and backhaul services to being one of the most influential players in the Wi-Fi based solution.

 

h. Concentration of risk that may have a significant impact on the Company:

 

In the first half of year 2018, the Company derived 23% of its revenue from 3 major customers.

 

In the first half of year 2017, the Company derived 36% of its revenue from 3 major customers.

 

In the first half of year 2016, the Company derived 39% of its revenue from 3 major customers.

 

In the first half of year 2015, the Company derived most of its revenues from 3 major customers.

 

The Company purchases certain services and products used by it to generate revenues in its projects and sales from several sole suppliers. Although there are only a limited number of manufacturers of those particular services and products, management believe that other suppliers could provide similar services and products on comparable terms without affecting operating results.

 

 

NOTE 2:UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Financial Statement preparation

 

These unaudited interim consolidated financial statements of the Company and its subsidiaries (collectively referred to in its report as "Company"), as of June 30, 2018 and for the six months then ended have been prepared, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). They do not include all information and notes required by U.S. GAAP in the preparation of annual consolidated financial statements.

 

The accounting policies used in the preparation of the unaudited interim consolidated financial statements is the same as those described in the Company's audited consolidated financial statements prepared in accordance with U.S. GAAP for the year ended December 31, 2017.

 

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated interim Financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

The Company believes all adjustments necessary for a fair statement of the results for the period presented have been made and all such adjustments were of a normal recurring nature unless otherwise disclosed. The financial results for the period are not necessarily indicative of financial results for the full year.

 

These financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2017 and the accompanying notes. There have been no changes in the significant accounting policies from those that were disclosed in the audited consolidated financial statements for the fiscal year ended December 31, 2017 included in the 2017 Form 20-F.

 

 9 

 

 

NOTE 3:INVENTORIES, NET

 

   June 30,   December 31, 
   2018   2017 
   $   $ 
         
Raw materials, parts and supplies   1,804    1,707 
Finished products   3,085    3,169 
           
    4,889    4,876 

 

As of June 30, 2018 and December 31, 2017, inventory is presented net of write offs for slow inventory in the amount of approximately $232 and $232, respectively.

 

 

NOTE 4:OTHER INTANGIBLE ASSETS, NET

 

   June 30,   December 31, 
   2018   2017 
   $   $ 
         
Customer relationship & Other   3,246    3,747 
IP & Technology   4,571    4,940 
Capitalized software development costs   3,374    3,223 
           
    11,191    11,910 

 

 

 10 

 

 

NOTE 5:COMMITMENTS AND CONTINGENT LIABILITIES – LITIGIATION

 

As part of the acquisition of the SmartID division of OTI, the Company assumed a dispute with Merwell Inc. (“Merwell”). Merwell has alleged that it has not received the full payment it is entitled to for its services in respect of a drivers’ license project. OTI alleged that Merwell breached its commitments under the service agreement and also acted in concert with third parties to damage OTI’s business activities. This matter is now subject to an arbitration proceeding. An appropriate provision is included in the financial statements.

 

In August 2016, three claims previously filed against the Company and a number of defendants affiliated with the Company were consolidated into a class action lawsuit. The claims assert causes of action based on alleged false and misleading projections made by the Company in 2015. The complaint seeks unspecified compensatory damages. The Company believes that the claim has no merits and that the probability of the legal proceeding resulting in an unfavorable outcome to the Company is remote.

 

 11 

Exhibit 2

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OPERATIONS

 

The following discussion and analysis should be read together with our unaudited consolidated financial statements and the related notes as June 30, 2018, which appear elsewhere in this report.

 

Cautionary Note Regarding Forward-Looking Statements

 

The discussion and analysis in this section contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, with respect to our business, financial condition and results of operations. Such forward-looking statements reflect our current views with respect to future events and financial results. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. These include statements regarding our earnings, projected growth and forecasts, and similar matters which are not historical facts. We remind readers that forward-looking statements are merely predictions and therefore are inherently subject to uncertainties and other factors which could cause the actual future events or results to differ materially from those described in the forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) inability to realize benefits from acquisitions, (ii) our inability to manage our growth profitably, (iii) intense competition in our industry, (iv) acquisition of businesses disrupting our business and harming our financial condition and operations, (v) the need to obtain additional financing, (vi) our ability to respond promptly and effectively to market changes, (vii) our ability to obtain and maintain contracts with governments, (viii) our dependence on third-party representatives to generate revenues and supply components, (ix) unfavorable global economic conditions, (x) developments affecting international operations and foreign markets, (xi) breaches of network or information technology security, (xii) intellectual property litigation, and (xiii) such other factors discussed throughout Item 3. D. Risk Factors of our Annual Report on Form 20-F for the year ended December 31, 2017. . Any forward-looking statement made by us in this section is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

 1 

 

 

Overview

 

We are comprised of three main Strategic Business Units(SBU) : e-Gov, IoT and Connectivity, and Cyber Security:

 

e-Gov

 

Through our proprietary e-Government platforms and innovative solutions for traditional and biometrics enrollment, personalization, issuance and border control services, we have helped governments and national agencies design and issue secured multi-identification, or Multi-ID, documents and robust digital identity solutions to their citizens , visitors and Lands.

 

We have focused on expanding our activities in the traditional identification, or ID, and electronic identification, or e-Gov, market, including the design, development and marketing of identification technologies and solutions to governments in Europe, Asia, America and Africa using our e-Government platforms. Our activities include: (i) utilizing paper secured by different levels of security patterns (UV, holograms, etc.); and (ii) electronic identification secured by biometric data, principally in connection with the issuance of national Multi-ID documents (IDs, passports, driver’s licenses, vehicle permits, and visas, Secure Land Certificated) border control applications and Land Information System(LIS) .

 

On December 26, 2013 we acquired the SmartID division of On Track Innovations Ltd., or OTI, including all contracts, software, other related technologies and intellectual property, or IP, assets. The SmartID division has a strong international presence, with a broad range of competitive and well-known e-Gov solutions and technology. The acquisition significantly expanded the breadth of our e-Gov capabilities globally, while providing us with outstanding market and technological experts, together with leading ID software platforms and technologies.

 

IoT and Connectivity

 

Our IoT products and solutions reliably identify, track and monitor people or objects in real time, enabling our customers to detect unauthorized movement of people, vehicles and other monitored objects. We provide all-in-one field-proven IoT suite, accompanied with services specifically tailored to meet the requirements of an IoT solutions.  Our proprietary IoT suite of hybrid hardware, connectivity and software components are the foundation of these solutions and services. Our IoT division has primarily focused on growing the following markets: (i) public safety; (ii) healthcare and homecare; (iii) Smart Cities (iv) Smart Campus and (iv) transportation.

 

During 2006, we identified the growing electronic tracking and monitoring vertical markets for public safety, real time healthcare and homecare, and transportation management. We have developed the PureRF Hybrid suit of wrist devices, connectivity, and controlling software, from 2012 we have developed the next generation IoT suite of devices, connectivity and Monitoring software; the PureSecurity Hybrid Suite of wrist band, tags, beacons, PureCom, Pure Monitors, PureTrack and other components.

 

On January 1, 2016 we acquired Leaders in Community Alternatives, Inc., or LCA. LCA is a California based, private criminal justice organization, providing community-based services and electronic monitoring programs to government agencies in the U.S. for more than 25 years. LCA offers a broad range of competitive solutions for governmental institutions across the U.S. in addressing realignment strategies and plans.

 

 2 

 

 

Connectivity, In 2016, as part of our strategy to enhance and broaden our IoT connectivity products and solutions offerings for public safety, enterprises, hospitality and smart cities markets, on May 18, 2016, we acquired Alvarion Technologies Ltd., or Alvarion. Alvarion designs solutions for carrier wi-fi, enterprise connectivity, smart city, smart hospitality, connected campuses and connected events that are both complete and heterogeneous to ensure ease-of-use and optimize operational efficiency. Carriers, local governments and hospitality sectors worldwide deploy Alvarion’s intelligent wi-fi networks to enhance productivity and performance, as well as its legacy backhaul services and products.

 

Secure Financial Solutions (SFS), During 2014, we identified the secure financial services market as a very fast growing market where we believe that SuperCom has major advantages due to synergic technologies and shared customer base to our other divisions. Since 2014, we have developed and introduced secure financial services suite of products, the SuperPayTM. We offer advanced secure mobile payments ranging from mobile wallet to mobile point of sale (POS) using a set of components and platforms to enable secure mobile payments and financial services.

 

On April 18, 2016, we acquired the PowaPOS business, a division of POWA Technologies Ltd., the developer of a fully-integrated mobile and tablet-based system integrating industry-leading retail and secure payment solutions into one simplified, attractive and innovative POS platform. PowaPOS has been deployed in countries all over the world, and has been integrated by cloud-based POS software providers, we believes this technology will be a highly value-added solution to our secure payment customers around the world.

 

 

Cyber Security

 

During 2015, we identified the cyber security market as a very fast growing market where we believe that SuperCom has major advantages due to synergic technologies and shared customer base to our e-Gov, IoT and connectivity SBUs. In 2015, we acquired Prevision Ltd., or Prevision, a company with a strong presence in the market and a broad range of competitive and well-known cyber security services. During the first quarter of 2016, we acquired Safend Ltd, or Safend, an international provider of cutting edge endpoint data protection guarding against corporate data loss and theft through content discovery and inspection, encryption methodologies, and comprehensive device and port control. Safend maps sensitive information and controls data flow through email, web, external devices and additional channels.

 

Both acquisitions significantly expanded the breadth of our cyber security capabilities globally, while providing us with outstanding market and technological experts and over 3,000 customers in the United States, Europe, and Asia, and more than three million software license seats deployed by multinational enterprises, government agencies and small to mid-size companies around the globe, together with leading data and cyber security platforms and technologies.

 

 3 

 

 

General

 

Our consolidated financial statements appearing in this report are prepared in U.S. dollars and in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Transactions and balances originally denominated in dollars are presented at their original amounts. Transactions and balances in other currencies are re-measured into dollars in accordance with the principles set forth in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 830, “Foreign Currency Translation.” The majority of our sales are made outside Israel in U.S. dollars. In addition, substantial portions of our costs are incurred in U.S. dollars. Since the U.S. dollar is the primary currency of the economic environment in which we and certain of our subsidiaries operate, the U.S. dollar is our functional and reporting currency and, accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured using the foreign exchange rate at the balance sheet date. Operational accounts and non-monetary balance sheet accounts are measured and recorded at the exchange rate in effect at the date of the transaction. The financial statements of certain subsidiaries, whose functional currency is not the U.S. dollar, have been translated into U.S. dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate for the period. The resulting translation adjustments are reported as a component of shareholders’ equity in accumulated other comprehensive income (loss).

 

 4 

 

 

Results of Operations

 

Revenues

 

Our revenues for the six months ended June 30, 2018, decreased by $2.0 million or 12.7%, to $13.8 million compared to $15.8 million for the six months period ended June 30, 2017. The decrease in our revenues in the first half of 2018 was attributable mainly to a decrease in revenue from our e-Gov, offset partially by increase in revenue from our IoT/Connectivity Units.

 

Cost of Sales

 

Our cost of sales decreased in the first six months of 2018 to $6.1 million from $9.4 million in the first six months of 2017, a decrease of 35.1%. This decrease was primarily due to (i) a decrease in cost of sales related to $2.0 million decrease in our revenues (ii) an offset by a mix of revenue characterized with higher gross margin.

 

Gross Profit

 

Our gross profit margin increased from 40.9% in the first half of 2017 to 56.1% in the first half of 2018. This increase in the first half of year 2018 in gross profit margins is due to the greater proportion of recurring revenue characterized with higher margins, coupled with lower revenue from completed contract characterized with lower margins.

 

Expenses

 

Our operating expenses decreased in the first six months of 2018 to $8.5 million, or by 3.4%, from $8.8 million in the first six months of 2017. This decrease in operating expenses in the first half of 2018 was primarily due to (i) a decrease of $1.1 million in research and development expenses (ii) a decrease of $1.1 million in sales and marketing expenses (iii) a decrease of $0.6 million in general and administration expenses, offset by a decrease in other income of $2.5 million derived mainly from one time income in the first six months of 2017.

 

Financial Expenses, net

 

We had financial income of $0.3 million in the first half of 2018 compared to financial expenses of $0.4 million in the first half of 2017. This decrease in our financial expenses in the first half of 2018 was primarily due to exchange rate income.

 

Income Tax Benefit

 

We recorded an income tax benefit in the amount of $0.2 million during the first half of year 2018, compared to an income tax benefit in the amount of $0.1 million during the first half of year 2017.

 

Net Loss

 

As a result of the changes in our gross margin, operational expenses and the income tax benefit that we recorded in the first half of 2018, as described above, our net loss in first half of 2018 was $0.3 million compared to a net loss of $2.7 million in the first half of 2017.

 

 5 

 

 

Liquidity and Capital Resources

 

As of June 30, 2018, we had approximately $1.9 million in cash and cash equivalents, and our working capital was approximately $ 11.3 million compared to approximately $1.0 million in cash and cash equivalents and working capital of $9.4 million as of December 31, 2017.

 

The increase of $0.9 million in our cash and cash equivalents for the six months ended June 30, 2018 is primarily attributed to an increase of $ 1.1 million net cash used in investing activities partially offset by an increase of $ 2.1 million net cash provided by financing activities

 

Net cash used in investing activities during the first six months of 2018 was approximately $1.1 million mainly due to $0.7 million used for capitalization of software development costs and an increase of $0.3 million in our restricted bank deposits.

 

Net cash provided by financing activities during the first six months of 2018 was approximately $2.1 million mainly due to $1.8 million line of credit received from related parties and $0.4 million short-term bank credit received from bank.

 

We currently do not have significant capital spending or purchase commitments other than with respect to the contingent and earn-out payments. We anticipate that our cash on hand and cash flow from operations will be sufficient to meet our capital expenditure requirements for at least 12 months.

 

 6 

 

v3.10.0.1
Document And Entity Information
6 Months Ended
Jun. 30, 2018
Document Information [Line Items]  
Document Type 6-K
Amendment Flag false
Document Period End Date Jun. 30, 2018
Document Fiscal Year Focus 2018
Document Fiscal Period Focus Q2
Entity Registrant Name SuperCom Ltd
Entity Central Index Key 0001291855
Current Fiscal Year End Date --12-31
Trading Symbol SPCB
v3.10.0.1
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
CURRENT ASSETS    
Cash and cash equivalents $ 1,920 $ 1,037
Restricted bank deposits 1,314 1,063
Trade receivable, net 15,633 12,456
Other accounts receivable and prepaid expenses 531 2,698
Inventories, net (Note 3) 4,889 4,876
Patents 5,283 5,283
Total current assets 29,570 27,413
LONG-TERM ASSETS    
Severance pay funds 303 319
Deferred tax long term 4,591 4,505
Property and equipment, net 816 1,218
Other Intangible assets, net (Note 4) 11,191 11,910
Goodwill 7,026 7,026
Other non-current assets 1,835 1,807
Total current assets 25,762 26,785
TOTAL ASSETS 55,332 54,198
CURRENT LIABILITIES    
Short-term bank loans 1,113 738
Trade payables 4,295 5,838
Employees and payroll accruals 5,171 4,910
Related parties 997 61
Accrued expenses and other liabilities 4,614 3,739
Deferred revenue 1,074 1,511
Short-term liability for future earn-out 1,038 1,163
Total current liabilities 18,302 17,960
LONG-TERM LIABILITIES    
Related parties 2,980 2,082
Deferred tax liability 39 49
Deferred revenue 802 668
Long-term liability for future earn-out 114 147
Accrued severance pay 558 585
Total long-term liabilities 4,493 3,531
SHAREHOLDERS' EQUITY:    
Ordinary shares 1,026 1,026
Additional paid-in capital 82,274 82,157
Accumulated deficit (50,763) (50,476)
Total shareholders' equity 32,537 32,707
Total Liabilities and Shareholders' Equity $ 55,332 $ 54,198
v3.10.0.1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
REVENUES $ 13,775 $ 15,829
COST OF REVENUES 6,054 9,356
GROSS PROFIT 7,721 6,473
OPERATING EXPENSES    
Research and development, net 2,544 3,641
Sales and marketing 3,182 4,271
General and administration 2,602 3,191
Other expenses (income) 183 (2,317)
Total operating expenses 8,511 8,786
OPERATING LOSS (790) (2,313)
FINANCIAL EXPENSES (INCOME), NET (278) 402
LOSS BEFORE INCOME TAX (512) (2,715)
INCOME TAX BENEFIT 225 58
NET LOSS FOR THE PERIOD $ (287) $ (2,657)
NET LOSS PER SHARE    
Basic $ (0.02) $ (0.18)
Diluted $ (0.02) $ (0.18)
Weighted average number of ordinary shares used in computing basic net loss per share 14,958,339 14,938,339
Weighted average number of ordinary shares used in computing diluted net loss per share 14,958,339 14,938,339
v3.10.0.1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Ordinary Shares [Member]
Additional paid-in capital [Member]
Accumulated deficit [Member]
Balance at Dec. 31, 2016 $ 38,724 $ 1,024 $ 81,515 $ (43,815)
Balance (in shares) at Dec. 31, 2016   14,938,339    
Stock- based compensation 331 $ 0 331 0
Net loss (2,657) 0 0 (2,657)
Balance at Jun. 30, 2017 36,398 $ 1,024 81,846 (46,472)
Balance (in shares) at Jun. 30, 2017   14,938,339    
Balance at Dec. 31, 2017 32,707 $ 1,026 82,157 (50,476)
Balance (in shares) at Dec. 31, 2017   14,958,339    
Stock- based compensation 117 $ 0 117 0
Net loss (287) 0 0 (287)
Balance at Jun. 30, 2018 $ 32,537 $ 1,026 $ 82,274 $ (50,763)
Balance (in shares) at Jun. 30, 2018   14,958,339    
v3.10.0.1
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Cash flows from operating activities:    
Net loss $ (287) $ (2,657)
Adjustments to reconcile net income to net cash used in operating activities:    
Depreciation and amortization 1,961 1,847
Stock-based compensation 117 331
Increase in deferred tax (96) (114)
Increase in trade receivables, net (3,177) (427)
Decrease (Increase) in other accounts receivable and prepaid expenses 2,167 (2,616)
Increase in inventories, net (13) (225)
Increase in other non-current assets (28) 0
Increase (decrease) in trade payables (1,543) 1,902
Increase in employees and payroll accruals 261 654
Increase (decrease) in accrued severance pay (27) 101
Increase in accrued expenses and other liabilities, related parties and liability for earn-out 566 407
Net cash used in operating activities (99) (797)
Cash flows from investing activities:    
Purchase of property and equipment (95) (39)
Purchase of Intangible assets (21) 0
Decrease (Increase) in severance pay fund 16 (64)
Restricted bank deposits, net (251) 806
Capitalization of software development costs (724) (665)
Net cash provided by (used in) investing activities (1,075) 38
Cash flows from financing activities:    
Short-term bank loan, net 375 0
Related parties 1,778 0
Liability for future earn-out (96) (24)
Net cash provided by (used in) financing activities 2,057 (24)
Increase (decrease) in cash and cash equivalents 883 (783)
Cash and cash equivalents at the beginning of the year 1,037 1,708
Cash and cash equivalents at the end of the period 1,920 925
Cash paid during the period for:    
Interest $ 7 $ 4
v3.10.0.1
GENERAL
6 Months Ended
Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GENERAL
NOTE 1:
GENERAL
 
a.
SuperCom Ltd. (the “Company") is an Israeli resident company organized in 1988 in Israel. On January 24, 2013 the Company changed its name back to SuperCom Ltd, its original name, from Vuance Ltd. On September 12, 2013, the Company’s ordinary shares were approved for listing on the NASDAQ Capital Market and began trading under the ticker symbol “SPCB” on September 17, 2013. Previously, the Company’s ordinary shares traded on the OTCQB® electronic quotation service.
 
Founded in 1988, we are a global provider of traditional and digital identity solutions, advanced IoT and connectivity solutions, and cyber security products and solutions, to governments and private and public organizations throughout the world. The Company sells its products through marketing offices in the U.S, and Israel.
 
b.
On December 26, 2013 the Company acquired the SmartID Division of On Track Innovations Ltd. (NASDAQ: OTIV) (“OTI”), consisting of customer contracts, software, other related technologies and IP assets. The SmartID Division has a strong international presence, with a broad range of competitive and well-known e-ID solutions and technology.
 
c.
On November 17, 2015, the Company acquired Prevision Ltd., an Israeli based company. Prevision has a strong presence in the market and offers a broad range of competitive and well-known Cyber Security services.
 
d.
On January 1, 2016, the Company acquired Leaders in Community Alternatives, Inc., or LCA, a U.S. based company, including all contracts, software, other related technologies and IP assets. LCA is a California based, private criminal justice organization, providing community-based services and electronic monitoring programs to government agencies in the U.S. for more than 25 years. LCA offers a broad range of competitive solutions for governmental institutions across the U.S. in addressing realignment strategies and plans.
 
e.
On March 13, 2016, the Company acquired Safend Ltd, an Israeli based company. Safend is an international provider of cutting edge endpoint data protection guarding against corporate data loss and theft through content discovery and inspection, encryption methodologies, and comprehensive device and port control. Safend maps sensitive information and controls data flow through email, web, external devices and additional channels.
 
f.
On April 18, 2016, the Company acquired the assets of PowaPOS, a division of POWA Technologies Ltd., the developer of a fully-integrated mobile and tablet-based system integrating industry-leading retail and secure payment solutions into one simplified, attractive and innovative POS platform.
 
g.
On May 18, 2016, the Company acquired Alvarion Technologies Ltd. (“Alvarion”). Alvarion designs solutions for Carrier Wi-Fi, Enterprise Connectivity, Smart City, Smart Hospitality, Connected Campuses. Carriers, Local Governments and Hospitality sectors worldwide deploy Alvarion’s intelligent Wi-Fi networks to enhance productivity and performance. In the past few years, Alvarion went through a transition from being a market leader of Wi- Max and backhaul services to being one of the most influential players in the Wi-Fi based solution.
 
h.
Concentration of risk that may have a significant impact on the Company:
 
In the first half of year 2018, the Company derived 23% of its revenue from 3 major customers.
 
In the first half of year 2017, the Company derived 36% of its revenue from 3 major customers.
 
In the first half of year 2016, the Company derived 39% of its revenue from 3 major customers.
 
In the first half of year 2015, the Company derived most of its revenues from 3 major customers.
 
The Company purchases certain services and products used by it to generate revenues in its projects and sales from several sole suppliers. Although there are only a limited number of manufacturers of those particular services and products, management believe that other suppliers could provide similar services and products on comparable terms without affecting operating results.
v3.10.0.1
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6 Months Ended
Jun. 30, 2018
Condensed Financial Statements [Abstract]  
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2:
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Financial Statement preparation
 
These unaudited interim consolidated financial statements of the Company and its subsidiaries (collectively referred to in its report as "Company"), as of June 30, 2018 and for the six months then ended have been prepared, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). They do not include all information and notes required by U.S. GAAP in the preparation of annual consolidated financial statements.
 
The accounting policies used in the preparation of the unaudited interim consolidated financial statements is the same as those described in the Company's audited consolidated financial statements prepared in accordance with U.S. GAAP for the year ended December 31, 2017.
 
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated interim Financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
 
The Company believes all adjustments necessary for a fair statement of the results for the period presented have been made and all such adjustments were of a normal recurring nature unless otherwise disclosed. The financial results for the period are not necessarily indicative of financial results for the full year.
 
These financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2017 and the accompanying notes. There have been no changes in the significant accounting policies from those that were disclosed in the audited consolidated financial statements for the fiscal year ended December 31, 2017 included in the 2017 Form 20-F.
v3.10.0.1
INVENTORIES, NET
6 Months Ended
Jun. 30, 2018
Inventory Disclosure [Abstract]  
INVENTORIES, NET
NOTE 3:
INVENTORIES, NET
 
  June 30,  December 31, 
  2018  2017 
  $  $ 
       
Raw materials, parts and supplies  1,804   1,707 
Finished products  3,085   3,169 
         
   4,889   4,876 
 
As of June 30, 2018 and December 31, 2017, inventory is presented net of write offs for slow inventory in the amount of approximately $232 and $232, respectively.
v3.10.0.1
OTHER INTANGIBLE ASSETS, NET
6 Months Ended
Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
OTHER INTANGIBLE ASSETS, NET
NOTE 4:
OTHER INTANGIBLE ASSETS, NET
 
 
 
June 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
$
 
 
$
 
 
 
 
 
 
 
 
Customer relationship & Other
 
 
3,246
 
 
 
3,747
 
IP & Technology
 
 
4,571
 
 
 
4,940
 
Capitalized software development costs
 
 
3,374
 
 
 
3,223
 
 
 
 
 
 
 
 
 
 
 
 
 
11,191
 
 
 
11,910
 
v3.10.0.1
COMMITMENTS AND CONTINGENT LIABILITIES - LITIGIATION
6 Months Ended
Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENT LIABILITIES
NOTE 5:
COMMITMENTS AND CONTINGENT LIABILITIES – LITIGIATION
 
As part of the acquisition of the SmartID division of OTI, the Company assumed a dispute with Merwell Inc. (“Merwell”). Merwell has alleged that it has not received the full payment it is entitled to for its services in respect of a drivers’ license project. OTI alleged that Merwell breached its commitments under the service agreement and also acted in concert with third parties to damage OTI’s business activities. This matter is now subject to an arbitration proceeding. An appropriate provision is included in the financial statements.
 
In August 2016, three claims previously filed against the Company and a number of defendants affiliated with the Company were consolidated into a class action lawsuit. The claims assert causes of action based on alleged false and misleading projections made by the Company in 2015. The complaint seeks unspecified compensatory damages. The Company believes that the claim has no merits and that the probability of the legal proceeding resulting in an unfavorable outcome to the Company is remote.
v3.10.0.1
INVENTORIES, NET (Tables)
6 Months Ended
Jun. 30, 2018
Inventory Disclosure [Abstract]  
Schedule of Inventory, Net
  June 30,  December 31, 
  2018  2017 
  $  $ 
       
Raw materials, parts and supplies  1,804   1,707 
Finished products  3,085   3,169 
         
   4,889   4,876 
v3.10.0.1
OTHER INTANGIBLE ASSETS, NET (Tables)
6 Months Ended
Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets
 
 
June 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
$
 
 
$
 
 
 
 
 
 
 
 
Customer relationship & Other
 
 
3,246
 
 
 
3,747
 
IP & Technology
 
 
4,571
 
 
 
4,940
 
Capitalized software development costs
 
 
3,374
 
 
 
3,223
 
 
 
 
 
 
 
 
 
 
 
 
 
11,191
 
 
 
11,910
 
v3.10.0.1
GENERAL (Details)
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2016
Three Customers [Member] | Sales Revenue, Net [Member]      
Business Acquisition, Contingent Consideration [Line Items]      
Concentration Risk, Percentage 23.00% 36.00% 39.00%
v3.10.0.1
INVENTORIES, NET (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Raw materials, parts and supplies $ 1,804 $ 1,707
Finished products 3,085 3,169
Inventories, net 4,889 4,876
Valuation adjustment for slow inventory $ 232 $ 232
v3.10.0.1
OTHER INTANGIBLE ASSETS, NET (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Carrying Amount $ 11,191 $ 11,910
Customer Relationships [Member]    
Carrying Amount 3,246 3,747
Intellectual Property [Member]    
Carrying Amount 4,571 4,940
Capitalized Software Development Costs [Member]    
Carrying Amount $ 3,374 $ 3,223