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 March, 2008

ON TRACK INNOVATIONS LTD.
(Name of Registrant)

Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel, 12000
(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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes o No x

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):

Yes o No x

Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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

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


ON TRACK INNOVATIONS LTD.

6-K ITEM
This report on Form 6-K is incorporated by reference into On Track Innovations Ltd.‘s Registration Statement on Form F-3 (Registration No. 333-111770), initially filed with the Securities and Exchange Commission (the “Commission”) on January 8, 2004, its Registration Statement on Form F-3 (Registration No. 333-115953), filed with the Commission on May 27, 2004, its Registration Statement on Form F-3 (Registration No. 333-121316), filed with the Commission on December 16, 2004, its Registration Statement on Form F-3 (Registration No. 333-127615), initially filed with the Commission on August 17, 2005, its Registration Statement on Form S-8 (Registration No. 333-128106), filed with the Commission on September 6, 2005, its Registration Statement on Form F-3 (Registration No. 333-130324), filed with the Commission on December 14, 2005, its Registration Statement on Form F-3 (Registration No. 333-135742), filed with the Commission on July 13, 2006, its Registration Statement on Form S-8 (Registration No. 333-140786), filed with the Commission on February 20, 2007, its Registration Statement of Form F-3 (Registration No. 333-142320), filed with the Commission on April 24, 2007, its Registration Statement on Form S-8 (Registration No. 333-149034), filed with the Commission on February 4, 2008 and its Registration Statement on Form S-8 (Registration No. 333-149575), filed with the Commission on March 6, 2008.



CONTENTS

This report on Form 6-K of the registrant consists of the following documents, which are hereby attached hereto and incorporated by reference herein:

99.1.     Press Release: On Track Innovations Reports Fiscal Year 2007 Fourth Quarter and Full Year Financial Results, Dated: March 6, 2008.

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.

ON TRACK INNOVATIONS LTD.
(Registrant)

By: /s/ Oded Bashan
——————————————
Oded Bashan
President, Chief Executive Officer
and Chairman

Date: March 6 th , 2008.

2



EXHIBIT INDEX

Exhibit Number Description of Exhibit

99.1. Press Release: On Track Innovations Reports Fiscal Year 2007 Fourth Quarter and Full Year Financial Results, Dated: March 6, 2008.

3



Press Release

OTI Reports FY 2007 Fourth Quarter and Full Year Financial Results
Annual revenues of $43.5 million; Fourth quarter revenues climb to $13 million

Fort Lee, NJ – March 6, 2008 – On Track Innovations Ltd. (OTI) (NASDAQ: OTIV), a global leader in contactless microprocessor-based smart card solutions for homeland security, payments, petroleum payments and other applications, today announced its consolidated financial results for the fourth quarter and fiscal year ended December 31, 2007. Revenues for the year ended December 31, 2007 were $43.5 million, an increase of 7% compared to $40.6 million in the same period last year. Revenues for the fourth quarter reached $13.0 million, a decrease of 1% compared to $13.2 million in the same period last year. Gross margin for the year ended December 31, 2007 was 40% compared to 46% in the same period last year. Gross margin for the fourth quarter was 43% compared to 48% in the fourth quarter of 2006.

“2007 was a challenging year for OTI. It was characterized by OTI expanding and strengthening our infrastructure to support the company’s future growth,” said Oded Bashan, Chairman and CEO, OTI. “During the year we experienced delays in multiple projects, but despite the delays we were able to grow revenues by 7% for the year and limit our cash burn to $6.4 million dollars. Our gross margin was 40% for the year and we continue to have a strong and healthy balance sheet with $42 Million in cash, cash equivalents and short term investment, and $118 Million in total assets.”

“Our results reflect the fact that OTI is involved in large scale projects that are characterized by long implementation cycles that may create delays, particularly, when governments or banks are involved,” said Mr. Bashan. “I am pleased to state that in our belief, most of the significant delays are behind us and we are optimistic about the advancement of the company. We estimate that 2008 will be a turning point year in terms of the overall performance, showing a clear path to profitability, improved gross margins, reduction in cash based expenses, expansion of the projects pipeline, more projects that are generating high margin recurring revenues and overall will reflect a revenue growth of about 10% compared to 2007 with most of the growth expected in the second half of the year.”

Conference call and Webcast Information
The Company has scheduled a conference call and simultaneous Web cast for Thursday, March 6, 2008, which will be hosted by Oded Bashan, Chairman and CEO, Ohad Bashan, President, and Guy Shafran, CFO, for 9:00 AM EST to discuss operating results and future outlook. To participate, call: 1-888-407-2553 (U.S. toll free), 1-800-227-297 (Israel toll free), 0-800-182-6846 (Germany toll free).

To listen to the Web cast, use the following link: http://www.otiglobal.com/content.aspx?id=226 For those unable to participate, the teleconference will be available for replay until midnight March 13 th , by calling U.S.: 1-888-295-2634 on the web at: http://www.otiglobal.com/content.aspx?id=226

Use of Non-GAAP Financial Information
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, OTI uses non-GAAP measures of gross profit, net income and earnings per share, which are adjustments from results based on GAAP to exclude non-cash equity-based compensation charges in accordance with SFAS 123(R) and amortization of intangible assets. OTI management believes the non-GAAP financial information provided in this release provides meaningful supplemental information regarding our performance and enhances the understanding of the Company’s on-going economic performance. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Management uses both GAAP and non-GAAP information in evaluating and operating the business and as such deemed it important to provide all this information to investors.

4



About OTI
Established in 1990, OTI (NASDAQ GM: OTIV) designs, develops and markets secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Applications developed by OTI include product solutions for petroleum payment systems, homeland security solutions, electronic passports and IDs, payments, mass transit ticketing, parking, loyalty programs and secure campuses. OTI has a global network of regional offices to market and support its products. The company was awarded the Frost & Sullivan 2005 and 2006 Company of the Year Award in the field of smart cards.

For more information on OTI, visit www.otiglobal.com, the content of which is not part of this press release.

OTI Contact: Investor Relations
Galit Mendelson Miri Segal
Director of Corporate Communications Strategic Growth International
201 944 5200 ext. 111 212 838 1444
galit@otiglobal.com msegal@sgi-ir.com


(TABLES TO FOLLOW)

Safe Harbor for Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Whenever we use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions, we are making forward-looking statements. Because such statements deal with future events and are based on OTI’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of OTI could differ materially from those described in or implied by the statements in this press release. For example, forward-looking statements include statements regarding our goals, beliefs, future growth strategies, objectives, plans or current expectations. Forward-looking statements could be impacted by the effects of the protracted evaluation and validation period in the U.S. contactless payment cards market , our inability to successfully integrate the purchase of assets of SuperCom or to otherwise achieve the expected benefits of the acquisition, to close to due a failure to satisfy closing conditions, market acceptance of new and existing products and our ability to execute production on orders, as well as the other risk factors discussed in OTI’s Annual Report on Form 20-F for the year ended December 31, 2006, which is on file with the Securities and Exchange Commission. Although OTI believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. OTI disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise.

5



ON TRACK INNOVATIONS LTD
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except share and per share data)

Year ended December 31
Three months ended December 31
2006
2007
2006
2007
 
Revenues                    
Sales     $ 35,171   $ 40,854   $ 10,417   $ 12,237  
Licensing and transaction fees       5,382     2,631     2,775     779  




Total revenues       40,553     43,485     13,192     13,016  




     
Cost of Revenues    
Cost of sales       21,871     25,918     6,911     7,451  




Total cost of revenues       21,871     25,918     6,911     7,451  




     
Gross profit       18,682     17,567     6,281     5,565  




     
Operating Expenses    
Research and development, net       7,065     12,265     1,811     4,062  
Selling and marketing       7,072     9,670     1,952     2,812  
General and administrative       11,948     17,593     2,771     4,149  
Amortization of intangible assets       821     1,314     264     328  
Gain from sale of subsidiaries       (122 )   -     -     -  




Total operating expenses       26,784     40,842     6,798     11,351  




     
Operating loss       (8,102 )   (23,275 )   (517 )   (5,786 )
Financial income, net       1,712     1,862     434     390  
Other expenses, net       (75 )   (136 )   (95 )   (25 )




Loss before taxes on income and    
 minority interests       (6,465 )   (21,549 )   (178 )   (5,421 )
Income tax benefit       323     226     9     29  
Minority shares in loss of subsidiary       625     1,038     32     -  
Equity in loss of affiliate       (1,087 )   (358 )   (118 )   (86 )




Net loss     $ (6,604 ) $ (20,643 ) $ (255 ) $ (5,478 )




     
Basic and diluted net loss per    
 ordinary share from:    
Net loss     $ (0.47 ) $ (1.09 ) $ (0.02 ) $ (0.29 )




     
Weighted average number of ordinary shares    
used in computing basic and diluted net loss    
per ordinary share       13,919,958     18,896,214     15,309,225     19,220,122  





6



ON TRACK INNOVATIONS LTD
RECONCILIATION BETWEEN GAAP TO NON-GAAP
STATEMENT OF OPERATIONS
(In thousands, except share and per share data)

GAAP
Year ended
December 31,2007
Adjustments

Non-GAAP
 
Revenues                
Sales     $ 40,854     -   $ 40,854  
Licensing and transaction fees       2,631     -     2,631  


Total revenues       43,485           43,485


     
Cost of Revenues    
Cost of sales       25,918     (46 )(a)   25,872  


Total cost of revenues       25,918     (46 )   25,872  


     
Gross profit       17,567     46     17,613  


     
Operating Expenses    
Research and development       12,265     (2,320 )(a)   9,945  
Selling and marketing       9,670     (449 )(a)   9,221  
General and administrative       17,593     (2,378 )(a)   15,215  
Amortization of intangible assets       1,314     (1,314 )(b)   -  


Total operating expenses       40,842     (6,461 )   34,381  


     
Operating loss       (23,275 )   6,507     (16,768 )
Financial income, net       1,862     -     1,862  
Other expenses, net       (136 )   -     (136 )



Loss before taxes on income and minority    
interests       (21,549 )   6,507     (15,042 )
Taxes on income       226     -     226  
Minority interests       1,038     -     1,038  
Equity in loss of affiliate       (358 )   -     (358 )



Net loss     $ (20,643 ) $ 6,507   $ (14,136 )



     
Basic and diluted net loss    
per ordinary share     $ (1.09 ) $ 0.34   $ (0.75 )



Weighted average number of ordinary shares used    
in computing basic and diluted net loss per    
ordinary share       18,896,214           18,896,214  



(a) The effect of stock-based compensation. The Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" on January 1, 2006 using the modified-prospective transition method.

(b) The effect of amortization of intangible assets.

7



ON TRACK INNOVATIONS LTD
RECONCILIATION BETWEEN GAAP TO NON-GAAP
STATEMENT OF OPERATIONS
(In thousands, except share and per share data)

GAAP
Three Months
Ended
December 31, 2007
Adjustments

Non-GAAP
 
Revenues                
Sales     $ 12,237     -   $ 12,237  
Licensing and transaction fees       779     -     779  


Total revenues       13,016           13,016  


     
Cost of Revenues    
Cost of sales       7,451     (7 )(a)   7,444  


Total cost of revenues       7,451     (7 )   7,444  


     
Gross profit       5,565     7     5,572  


     
Operating Expenses    
Research and development       4,062     (687 )(a)   4,062  
Selling and marketing       2,812     (209 )(a)   2,812  
General and administrative       4,149     (482 )(a)   4,149  
Amortization of intangible assets       328     (328 )(b)   -  


Total operating expenses       11,351     (1,706 )   11,023  


     
Operating gain (loss)       (5,786 )   1,713     (5,786 )
Financial income, net       390     -     390  
Other expenses, net       (25 )   -     (25 )



Gain (Loss) before taxes on income and minority    
interests       (5,421 )   1,713     (3,708 )
Tax on income       29     -     29  
Minority interests       -     -     -  
Equity in loss of affiliate       (86 )   -     (86 )



Net Income(loss)     $ (5,478 ) $ 1,713   $ (3,765 )



     
Basic and diluted net loss    
per ordinary share     $ (0.29 ) $ 0.09   $ (0.20 )



Weighted average number of ordinary shares used    
in computing basic and diluted net loss per    
ordinary share       19,220,122           19,220,122  



(a) The effect of stock-based compensation. The Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" on January 1, 2006 using the modified-prospective transition method.

(b) The effect of amortization of intangible assets.

8



ON TRACK INNOVATIONS LTD
RECONCILIATION BETWEEN GAAP TO NON-GAAP
STATEMENT OF OPERATIONS
(In thousands, except share and per share data)

GAAP
Year ended December 31,
2006
Adjustments

Non-GAAP
 
Revenues                
Sales     $ 35,171     -   $ 35,171  
Licensing and transaction fees       5,382     -     5,382  


Total revenues       40,553           40,553  


     
Cost of Revenues    
Cost of sales       21,871     (15 )(a)   21,856  


Total cost of revenues       21,871     (15 )   21,856  


     
Gross profit       18,682     15     18,697  


     
Operating Expenses    
Research and development       7,065     (1,046 )(a)   6,019  
Selling and marketing       7,072     (115 )(a)   6,957  
General and administrative       11,948     (1,179 )(a)   10,769  
Amortization of intangible assets       821     (821 )(b)   -  
Gain from sale of subsidiaries       (122 )   -     (122 )
Total operating expenses       26,784     (3,161 )   23,623  


     
Operating loss       (8,102 )   3,176     (4,926 )
Financial income, net       1,712     -     1,712  
Other expenses, net       (75 )   -     (75 )



Loss before taxes on income and minority interests       (6,465 )   3,176     (3,289 )
Taxes on income       323     -     323  
Minority interests       625     -     625  
Equity in loss of affiliate       (1,087 )   -     (1,087 )



Net loss     $ (6,604 ) $ 3,176   $ (3,428 )



     
Basic and diluted net loss    
per ordinary share     $ (0.47 ) $ 0.22   $ (0.25 )



Weighted average number of ordinary shares used    
in computing basic and diluted net loss per    
ordinary share       13,919,958           13,919,958  



(a) The effect of stock-based compensation. The Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" on January 1, 2006 using the modified-prospective transition method.

(b) The effect of amortization of intangible assets.

9



ON TRACK INNOVATIONS LTD
RECONCILIATION BETWEEN GAAP TO NON-GAAP
STATEMENT OF OPERATIONS
(In thousands, except share and per share data)

GAAP
Three Months
Ended
December 31, 2006
Adjustments

Non-GAAP
 
Revenues                
Sales     $ 10,417     -   $ 10,417  
Licensing and transaction fees       2,775     -     2,775  


Total revenues       13,192           13,192  


     
Cost of Revenues    
Cost of sales       6,911     (4 )(a)   6,907  


Total cost of revenues       6,911     (4 )   6,907  


     
Gross profit       6,281     4     6,285  


     
Operating Expenses    
Research and development       1,811     (248 )(a)   1,563  
Selling and marketing       1,952     (17 )(a)   1,935  
General and administrative       2,771     (262 )(a)   2,509  
Amortization of intangible assets       264     (264 )(b)   -  
Total operating expenses       6,798     791     6,007  


     
Operating gain (loss)       (517 )   795     278  
Financial income, net       434     -     434  
Other expenses, net       (95 )   -     (95 )



Gain (Loss) before taxes on income and minority interests       (178 )   795     617  
Tax on income       9     -     9  
Minority interests       32     -     32  
Equity in loss of affiliate       (118 )   -     (118 )



Net Income(loss)     $ (255 ) $ 795   $ 540  



     
Basic and diluted net income (loss)    
per ordinary share     $ (0.02 ) $ 0.05   $ 0.03  



Weighted average number of ordinary shares used    
in computing basic net loss per ordinary share       15,309,225           15,309,225  


Weighted average number of ordinary shares used    
in computing diluted net loss per ordinary share       15,309,225           15,978,747  



(a) The effect of stock-based compensation. The Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" on January 1, 2006 using the modified-prospective transition method.

(b) The effect of amortization of intangible assets.

10



ON TRACK INNOVATIONS LTD
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share and per share data)

December 31,
2006
2007
 
Assets            
     
Current assets    
Cash and cash equivalents     $ 30,049   $ 35,470  
Short-term investments       18,232     6,379  
Trade receivables (net of allowance for doubtful    
 accounts of $234 and $2,767 as of December 31, 2006    
 and 2007, respectively)       10,155     8,028  
Other receivables and prepaid expenses       2,109     3,636  
Inventories       10,344     13,242  


     
Total current assets       70,889     66,755  


     
Severance pay deposits fund       1,087     1,576  
     
Long-term receivables       1,043     -  
     
Investment in an affiliated company       1,627     1,382  
     
Property, plant and equipment, net       13,318     20,851  
     
Intangible assets, net       5,823     4,509  
     
Goodwill       23,387     23,387  


     
Total assets     $ 117,174   $ 118,460  



11



ON TRACK INNOVATIONS LTD
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share and per share data)

December 31,
2006
2007
 
Liabilities and Shareholders' Equity            
     
Current Liabilities    
Short-term bank credit and current maturities    
 of long-term bank loans     $ 498   $ 5,336  
Trade payables       6,869     10,291  
Other current liabilities       3,331     5,344  


Total current liabilities       10,698     20,971  


     
Long-Term Liabilities    
Long-term loans, net of current maturities       2,117     2,432  
Accrued severance pay       3,209     3,981  
Deferred tax liabilities       992     728  


Total long-term liabilities       6,318     7,141  


     
Total liabilities       17,016     28,112  


     
Commitments and Contingencies    
     
Minority interests       1,004     -  
     
Shareholders' Equity    
Ordinary shares of NIS 0.1 par value: Authorized -    
 50,000,000 shares as of December 31, 2006 and    
 December 31, 2007; issued 18,592,880 and19,627,068    
 shares as of December 31, 2006 and December 31, 2007,    
  respectively; outstanding 18,243,539 and 19,434,011 shares    
as of December 31, 2006 and December 31, 2007, respectively       431     454  
Additional paid-in capital       163,102     174,494  
Accumulated other comprehensive income       424     846  
Accumulated deficit       (64,803 )   (85,446 )


     
Total shareholder's equity       99,154     90,348  


     
Total liabilities and shareholders' equity     $ 117,174   $ 118,460  



12



ON TRACK INNOVATIONS LTD
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands, except share and per share data)

Year ended December 31,
2006
2007
 
Cash flows from operating activities            
Net loss     $ (6,604 ) $ (20,643 )
Adjustments required to reconcile net loss to    
 net cash used in operating activities:    
Stock-based compensation related to options and shares issued    
 to employees and others       3,783     6,947  
Gain from sale of subsidiaries       (122 )   -  
Loss on sale of property and equipment       44     13  
Amortization of intangible assets       821     1,314  
Depreciation       1,862     2,580  
Equity in net losses of an affiliated company       1,087     358  
     
Accrued severance pay, net       796     283  
Minority share in loss of subsidiaries       (625 )   (1,038 )
Accrued interest and linkage differences on long-term loans       (254 )   (294 )
Increase (decrease) in deferred tax liabilities       (216 )   (262 )
Decrease (increase) in trade receivables       (1,873 )   104  
Increase (decrease) in allowance for doubtful account       (551 )   2,533  
Decrease (increase) in other receivables and prepaid expenses       1,142     (686 )
Increase in inventories       (3,204 )   (2,776 )
Increase in trade payables       2,558     3,314  
Increase (decrease) in other current liabilities       (2,147 )   1,966  


Net cash used in operating activities       (3,503 )   (6,287 )


     
Cash flows from investing activities    
     
Receipts on account of loans and receivables       350     837  
Acquisition of business operations, net of cash acquired       (23 )   -  
Sale of a consolidated subsidiary, net of cash disposed of       (105 )   -  
Purchase of property and equipment       (3,107 )   (6,190 )
Purchase of available-for-sale securities       (23,643 )   (136,094 )
Proceeds from maturity of available-for-sale securities       25,446     148,049  
Other, net       (9 )   -  


Net cash provide by (used in) investing activities       (1,091 )   6,602  


     
Cash flows from financing activities    
Increase (decrease) in short-term bank credit, net       (231 )   4,804  
Proceeds from long-term bank loans       978     739  
Repayment of long-term bank loans       (570 )   (495 )
Proceeds from minority in subsidiary       1,548     -  
Proceeds from exercise of options and warrants, net       3,196     11  


Net cash provided by financing activities       4,921     5,059  


     
Effect of exchange rate changes on cash       65     47  


     
Increase in cash and cash equivalents       392     5,421  
Cash and cash equivalents at the beginning of the year       29,657     30,049  


     
Cash and cash equivalents at the end of the year     $ 30,049   $ 35,470  



13



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