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 May, 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-
Vuance Ltd. Announces Fourth Quarter 2011 Results
Hertzliya Israel – May 23, 2012.Vuance Ltd. (VUNCF:PK), a leading provider of Wireless Identification Solutions, completed its unaudited condensed financial statements for the quarter ending December 31, 2011. The Company has focused its R&D,sales and marketing efforts on its core competencies, which include Active RFID technology, PureRFid Suite and Wireless Identification solutions, while continuing to perform its multi-year contracts, including for the provision of national biometric ID and other multi-ID issuing and control systems.
Fourth Quarter 2011 Selected Unaudited Financial Results
Revenues for the fourth quarter ended December 31, 2011 increased 3% to $1.94 million compared to $1.89 million in the fourth quarter of 2010.
Gross profit decreased 10% to $1.1 million for the fourth quarter of 2011 compared to $1.3 million for the fourth quarter of 2010. Gross profit margin for the fourth quarter of 2011 was 59% compared to 67% in the fourth quarter of 2010. The decreasein gross profit margin was attributed to changes in the Company’s mix of revenues, in the multi-ID division.
Total operating expenses for the fourth quarter of 2011 were $1.1 million, compared to $1.0 million for the fourth quarter of 2010. The increase compared to the fourth quarter of 2010 was mainly due to a decrease in other income resulted from capital gain on extinguishment of liabilities which recorded in the fourth quarter of 2010, which was maintained by a decrease in general and administrative expenses due to a change in management's estimation with respect to the collectability of certain debt which was considered doubtful in the fourth quarter of 2010 and as of December 31, 2011, on the basis of communications held with the customer, is not considered as doubtful of collection.
The Company reported an operating income for the fourth quarter of 2011 of $50,000 compared to an operating income of $288,000 in the fourth quarter of 2010. The decrease in operating income was driven by the decrease in gross profit and the increase in operating expenses, as described above.
Financial income, net, for the fourth quarter of 2011 was $955,000 compared to financial expenses in the fourth quarter of 2010 of $199,000. The transfer from financial expenses to financial income is mainly due to a capital gain on extinguishment of debt related to convertible bonds, recognized in the fourth quarter of 2011.
Net income for the fourth quarter of 2011 was $1,003,000, or $0.08 basic earnings per share (based on a weighted average of 12.0 million shares) compared to a net income of $62,000, or $0.01 basic earnings per share (based on a weighted average of 7.3 million shares) in the fourth quarter of 2010.
The Company's unaudited condensed financial statements have been prepared on a going concern basis, which presumes the realization of assets and the settlement of liabilities in the normal course of operations. The application of the going concern basis is dependent upon the Company having sufficient available cash resources and achieving profitable operations to generate sufficient cash flows to fund continued operations. Should the Company fail to generate sufficient cash flows from operations, it will require additional financing to remain a going concern. The reported unaudited condensed financial statements are in accordance with United States generally accepted accounting principles, or US GAAP.
| VUANCE LTD. |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| AT DECEMBER 31, 2011 |
| Dec-31 | Dec-31 | |||||||
| 2011 | 2010 | |||||||
| Audited | Audited | |||||||
| U.S. dollars in thousands (except per share data) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | 215 | 197 | ||||||
| Restricted cash deposits | - | 130 | ||||||
| Trade receivables, net | 1,542 | 752 | ||||||
| Other accounts receivable and prepaid expenses | 105 | 388 | ||||||
| Inventories, net | 269 | 197 | ||||||
| Total current assets | 2,131 | 1,664 | ||||||
| SEVERANCE PAY FUND | 228 | 234 | ||||||
| PROPERTY AND EQUIPMENT, NET | 96 | 110 | ||||||
| Total assets | 2,455 | 2,008 | ||||||
| VUANCE LTD. |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| AT DECEMBER 31, 2011 |
| Dec-31 | Dec-31 | |||||||
| 2011 | 2010 | |||||||
| Audited | Audited | |||||||
| U.S. dollars in thousands (except per share data) | ||||||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short-term bank credit | 112 | - | ||||||
| Trade payables | 2,439 | 973 | ||||||
| Employees and payroll accruals | 139 | 151 | ||||||
| Advances from customer | - | 1,010 | ||||||
| Accrued expenses and other liabilities | 2,164 | 2,244 | ||||||
| Convertible bonds | 2,519 | 122 | ||||||
| Short-term loan and others | 456 | - | ||||||
| Total current liabilities | 7,829 | 4,500 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Convertible bonds | - | 2,866 | ||||||
| Long-term loan and others | - | 2,259 | ||||||
| Accrued severance pay | 227 | 254 | ||||||
| Total long-term liabilities | 227 | 5,379 | ||||||
| SHAREHOLDERS' DEFICIT: | ||||||||
| Ordinary shares | 192 | 113 | ||||||
| Additional paid-in capital | 41,713 | 41,360 | ||||||
| Amount of liability extinguished on account of shares | 819 | - | ||||||
| Accumulated deficit | (48,325 | ) | (49,344 | ) | ||||
| Total shareholders' deficit | (5,601 | ) | (7,871 | ) | ||||
| Total liabilities and shareholders' deficit | 2,455 | 2,008 | ||||||
| VUANCE LTD. |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2011 |
| 12 months ended | 3 months ended | |||||||||||||||
| Dec-31 | Dec-31 | |||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| Audited | Unaudited | |||||||||||||||
| U.S. dollars in thousands, except share data | ||||||||||||||||
| REVENUES | 7,922 | 7,389 | 1,942 | 1,883 | ||||||||||||
| COST OF REVENUES | 3,306 | 2,057 | 800 | 616 | ||||||||||||
| GROSS PROFIT | 4,616 | 5,332 | 1,142 | 1,267 | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Research and development | 462 | 386 | 90 | 78 | ||||||||||||
| Selling and marketing | 3,505 | 4,405 | 884 | 996 | ||||||||||||
| General and administrative | 732 | 1,985 | 111 | 301 | ||||||||||||
| Other (income) expenses | (137 | ) | (396 | ) | 7 | (396 | ) | |||||||||
| Total operating expenses | 4,562 | 6,380 | 1,092 | 979 | ||||||||||||
| OPERATING (LOSS) INCOME | 54 | (1,048 | ) | 50 | 288 | |||||||||||
| FINANCIAL (EXPENSES) INCOME , NET | 990 | (678 | ) | 955 | (199 | ) | ||||||||||
| INCOME (LOSS) BEFORE INCOME TAX | 1,044 | (1,726 | ) | 1,005 | 89 | |||||||||||
| INCOME TAX | (25 | ) | (50 | ) | (2 | ) | (13 | ) | ||||||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS | 1,019 | (1,776 | ) | 1,003 | 76 | |||||||||||
| LOSS FROM DISCONTINUED OPERATIONS | - | (189 | ) | - | (14 | ) | ||||||||||
| NET INCOME (LOSS) FOR THE PERIOD | 1,019 | (1,965 | ) | 1,003 | 62 | |||||||||||
| EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS: | ||||||||||||||||
| Basic | 0.11 | (0.29 | ) | 0.08 | 0.01 | |||||||||||
| Diluted | 0.09 | (0.29 | ) | 0.07 | 0.01 | |||||||||||
| LOSS PER SHARE FROM DISCONTINUED OPERATIONS BASIC AND DILUTED: | - | (0.03 | ) | - | (0.00 | ) | ||||||||||
| NET EARNINGS (LOSS) PER SHARE: | ||||||||||||||||
| Basic | 0.11 | (0.32 | ) | 0.08 | 0.01 | |||||||||||
| Diluted | 0.09 | (0.32 | ) | 0.07 | 0.01 | |||||||||||
| Weighted average number of ordinary shares used in computing basic earnings (loss) per share | 9,126,327 | 6,177,862 | 12,027,005 | 7,277,152 | ||||||||||||
| Weighted average number of ordinary shares used in computing diluted earnings (loss) per share | 11,710,254 | 6,177,862 | 15,300,482 | 7,955,857 | ||||||||||||
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: Chairman of the Board of Directors |
Date: May 23, 2012
