SuperCom Ltd — Regulatory Filings 2012

Dec 26, 2012

6-K 1 zk1212422.htm 6-K zk1212422.htm Licensed to: Z_K GLOBAL Document Created using EDGARizer 2020 5.4.3.1 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

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 December, 2012

VUANCE LTD.

(Translation of Registrant’s name into English)

Nolton House

14, Shenkar 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-

On December 26, 2012, Vuance Ltd. (the " Registrant ") issued the press release which is filed as Exhibit 1 to this Report on Form 6-K. This report on Form 6-K is incorporated by reference into all effective registration statements filed by the Registrant under the Securities Act of 1933.

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.

Vuance Ltd. (formerly, SuperCom Ltd.)
By: /s/ Arie Trabelsi
Name: Arie Trabelsi
Title: Chief Executive Officer

Date: December 26, 2012

FOR IMMEDIATE RELEASE

VUANCE Reports Record profit for 3Q and First Nine Months 2012

Herzliya, Israel – December 26, 2012 – VUANCE Ltd. ( VUNCF ), a leading provider of Wireless Identification, e-ID and Security Solutions, completed its unaudited condensed financial statements for the three and nine month periods ended September 30, 2012

F i n a n c ial Hig h li g h t s f or t h e Th ree M o n t h s P er io d s End e d S ept e m b er 30, 201 2

· Gross profit increased to $1.3 million, compared to $1.2 million for the same period in 2011.

· Gross profit margin was 73% compared to 62% in the same period in2011.

· Operating expenses decreased to $769,000, compared to $1,169,000 for the same period in 2011.

· Operating income increased to $528,000, compared to $38,000 for the same period in 2011.

· Operating Margin increased to 30%, compared to 2% for the same period in 2011.

· Net income increased to $510,000, compared to a net loss of $230,000 in the same period in 2011.

“This was a quarter of progress for Vuance, as we refocused the enterprise on our core competencies while continue to increase profitability,” commented Arie Trabelsi, CEO of Vuance. “We are fortunate to have built a team of experts in National e-ID and RFID and information systems. This talented team is driving Vuance forward with leading edge solutions on every front"

F i n a n c ial Hig h li g h t s f or t h e Ni n e M o n t h s P er io d End e d S ept e m b er 30, 201 2

· Revenues decreased 4% to $5.73 million compared to $5.98 million in the same period in 2011.

· Gross profit increased to $4.1 million, compared to $3.5 million for the same period in 2011,

· Gross profit margin increased to 72%, compared to 58% in the same period in 2011.

· Operating expenses decreased to $2.68 million, compared to $3.47 million for the same period in 2011.

· Operating income increased to $1,426,000, compared to $4,000 for the same period in 2011.

· Net income increased to $3,268,000, compared to a net income of $16,000 in the same period in 2011.

· Net Income increased to $0.15 per basic share, compared to $0.00 per basic share in the same period in 2011.

“The strong and steady profitability, approaching 25% Operating Margin, was a key milestone for Vuance,” Mr. Trabelsi added. “In comparison to last year, during the third quarter, we successfully expanded our gross profit margin and significantly reduced our operating expenses by implementing our restructuring plan. This effort positions us well to complete our financial strengthen process, putting us on the right path to achieve our business goals to become a global key player in the rapidly growing RFID and e-ID arena. We are optimistic of our ability to build on this progress within two of the most dynamic industries in the world, as we focus on delivering value for our customers, employees and shareholders.”

Safe Harbor

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded or followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Forward-looking statements in this release also include statements about business and economic trends. Investors should also consider the areas of risk described under the heading "Forward Looking Statements" and those factors captioned as "Risk Factors" in the Company’s periodic reports under the Securities Exchange Act of 1934, as amended, or in connection with any forward-looking statements that may be made by the Company. These statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements arising from the annual audit by management and the Company’s independent auditors. The Company undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release.

The reported unaudited condensed financial statements are in accordance with generally accepted accounting principles, or GAAP.

Statement Regarding Unaudited Financial Information

The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is completed on our year-end financial statements, which could result in significant differences from this unaudited financial information. The Company expects to publish its full 2012 audited financial results, together with the filing of its annual report on Form 20-F with the Securities and Exchange Commission, in April 2013.

(TABLES TO FOLLOW)

VUANCE LTD .
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

2012	2011	2011
Unaudited		Audited
U.S. dollars in thousands (except per share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	67	161	215
Trade receivables, net	738	891	1,542
Other accounts receivable and prepaid expenses	70	236	105
Inventories, net	310	301	269
Total current assets	1,185	1,589	2,131
SEVERANCE PAY FUND	219	208	228
PROPERTY AND EQUIPMENT, NET	84	94	96
Total assets	1,488	1,891	2,455

VUANCE LTD .
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

2012		2011		2011
Unaudited				Audited
U.S. dollars in thousands (except per share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank credit	101		101		112
Trade payables	1,015		1,918		2,439
Employees and payroll accruals	86		106		139
advances from customers	-		628		-
Accrued expenses and other liabilities	1,030		1,417		2,164
Convertible bonds	-		2,967		2,519
Short-term loan and others	-		1,960		456
Total current liabilities	2,232		9,097		7,829
LONG-TERM LIABILITIES:
Accrued severance pay	221		227		227
Total long-term liabilities	221		227		227
SHAREHOLDERS' EQUITY(DEFICIT):
Ordinary shares	558		192		192
Additional paid-in capital	43,535		41,703		41,713
Amount of liability extinguished on account of shares	-		-		819
Accumulated deficit	(45,058	)	(49,328	)	(48,325	)
Total shareholders' deficit	(965	)	(7,433	)	(5,601	)
Total Liabilities and Shareholders' Equity	1,488		1,891		2,455

VUANCE LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

Sep-30				Sep-30				Dec-31
2012		2011		2012		2011		2011
Unaudited				Unaudited				Audited
U.S. dollars in thousands, except share data
REVENUES	5,726		5,980		1,786		1,942		7,922
COST OF REVENUES	1,621		2,506		489		735		3,306
GROSS PROFIT	4,105		3,474		1,297		1,207		4,616
OPERATING EXPENSES:
Research and development	215		372		73		92		462
Selling and marketing	1,987		2,621		523		907		3,505
General and administrative	664		621		173		170		732
Other (income) expense	(187	)	(144	)	-		-		(137	)
Total operating expenses	2,679		3,470		769		1,169		4,562
OPERATING INCOME	1,426		4		528		38		54
FINANCIAL (EXPENSES) INCOME , NET	1,860		35		(13	)	(259	)	990
INCOME (LOSS) BEFORE INCOME TAX	3,286		39		515		(221	)	1,044
INCOME TAX	(18	)	(23	)	(5	)	(9	)	(25	)
NET INCOME (LOSS)	3,268		16		510		(230	)	1,019
INCOME (LOSS) PER SHARE :
Basic	0.15		0.00		0.01		(0.02	)	0.11
Diluted	0.12		0.00		0.01		(0.02	)	0.09
Weighted average number of ordinary shares used in computing basic income (loss) per share	22,265,685		9,280,432		35,714,828		9,807,753		9,126,327
Weighted average number of ordinary shares used in computing diluted income (loss) per share	26,299,289		10,311,720		40,491,568		9,807,753		11,710,254

P.O.BOX 12190, 14 SHENKAR ST. HERZLIYA 46725 ISRAEL Tel: +972-9-8890800, Fax: +972-9-889-0820