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
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Press Release
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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 companys 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 Companys 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.
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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 OTIs 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 OTIs 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
On Track Innovations (NASDAQ:OTIV)
Historical Stock Chart
From Jun 2024 to Jul 2024
On Track Innovations (NASDAQ:OTIV)
Historical Stock Chart
From Jul 2023 to Jul 2024