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
August 2022

RADA ELECTRONIC INDUSTRIES LIMITED
(Name of Registrant)

7 Giborei Israel Street, Netanya 4250407, Israel
(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 ☒ 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 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 ☐ No ☒

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


RADA ELECTRONIC INDUSTRIES LTD.
EXPLANATORY NOTE
The following exhibit is attached:

99.1
6-K Press Release:  RADA Electronic Industries Announces Q2 2022 Results
  

SIGNATURE

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.

 
RADA Electronic Industries Ltd.

(Registrant)
     
 
By:
/s/ Dov Sella
   
Dov Sella
   
Chief Executive Officer
Date: August 17, 2022

EXHIBIT INDEX

EXHIBIT
NO.
  
DESCRIPTION
     






Exhibit 99.1


FOR IMMEDIATE RELEASE

RADA Reports Q2/2022 Results

Netanya, Israel, August 17, 2022 – RADA Electronic Industries Ltd. (NASDAQ: RADA, TASE: RADA) announced today its financial results for the three and six month periods ended June 30, 2022.

Highlights of the second quarter of 2022

 •
Quarterly revenues of $23.0 million;

•
Gross margin of 35%;

•
Previously announced merger with DRS proceeding as expected - merger expenses of $2.6 million incurred in the second quarter;

•
Operating loss of $3.0 million;

•
Net loss of $4.4 million;

•
Adjusted EBITDA of $1.8 million representing margin of 7.7%;

•
Quarter-end net cash position of $55.7 million.

Management Comments
 
Dov Sella, RADA's Chief Executive Officer commented, “As we announced a few weeks ago, similar to what is being experienced by many U.S. defense companies, it is taking longer than we originally expected to recover from the pause in revenue in the U.S. as the resumption of normal spending takes time. Nevertheless, I am pleased that we have not lost any opportunities, it is just a timing issue, and we expect that the second half of the year will be better than the first half”.
 
Continued Mr. Sella, “I am happy to report that the pending merger with U.S.-based DRS is proceeding as planned and we are actively working to identify top-line synergies within our businesses to actualize post-merger close. The merger creates a leading technology defense company in which RADA will continue to play an important role, with capabilities serving a broad range of high growth U.S. and global budget priorities. We see the merger fulfilling the long-term growth goals of RADA as part of a large and growing U.S. defense group.”
 
2022 Second Quarter Summary

Revenues totaled $23.0 million in the quarter compared with revenues of $28.3 million in the second quarter of 2021, a decrease of 18%.

Gross profit totaled $8.0 million in the quarter (35% of revenues), a decrease of 29% compared to gross profit of $11.3 million in the second quarter of 2021 (40% of revenues).

Other expenses – $2.6 million of other expenses related to the RADA-DRS merger were recorded in the second quarter of 2022.

Operating loss was $3.0 million in the quarter compared to operating income of $4.5 million in the second quarter of 2021, principally attributable to the expenses related to the RADA-DRS merger.

Net loss was $4.4 million, or $0.09 per share, compared to net income of $10.4 million, or $0.21 per share, in the second quarter of 2021.

Adjusted EBITDA was $1.8 million in the quarter compared to adjusted EBITDA of $6.3 million in the second quarter of 2021.

2022 First Half Summary

Revenues totaled $45.6 million in the first half of 2022 compared with revenues of $53.5 million in the first half of 2021, a decrease of 15%.

Gross profit totaled $15.3 million in the first half of 2022 (34% of revenues), a decrease of 28% compared to gross profit of $21.2 million in the first half of 2021 (40% of revenues).

Other expenses – $2.6 million of expenses related to the RADA-DRS merger were recorded in the second quarter.

Operating loss was $3.9 million in the first half of 2022 compared to operating income of $8.1 million in the first half of 2021. The operating loss was principally attributable to the merger expenses.

Net loss in the first half of 2022 was $5.1 million, or $0.10 per share, compared to net income of $14.2 million, or $0.30 per share, in the first half of 2021.

Adjusted EBITDA was $3.0 million in the first half of 2022 compared to adjusted EBITDA of $11.1 million in the first half of 2021.
 
As of June 30, 2022, RADA had net cash and cash equivalents of $55.7 million compared to $78.8 million as of year-end 2021. The decrease is mainly attributable to the Company’s inventories increase.
 

RADA and DRS Merger
 
On June 21, 2022 RADA and DRS announced an all-stock merger to create a publicly-traded leader in advanced sensing and force protection. Upon completion of the transaction, the combined company expects to be listed on the Nasdaq and on the TASE under the ticker symbol “DRS”.
 
Investor Conference Call

The Company will host a conference call today, starting at 09:00 am ET. Dov Sella, Chief Executive Officer and Avi Israel, Chief Financial Officer, will host the call and will be available to answer questions after presenting the results. To participate, please call one of the following telephone numbers a few minutes before the start of the call:
 
US:
Israel: 
International: 
1-888-723-3164
03-918-0610
+972-3-918-0610
at 9:00 am Eastern Time
at 4:00 pm Israel Time
 
A live webcast of the conference call can be accessed on the RADA website at www.rada.com/investors
 
For those unable to participate, the teleconference will be available for replay on RADA’s website at www.rada.com beginning 48 hours after the call.

About RADA Electronic Industries Ltd.

RADA is a global defense technology company focused on proprietary radar solutions and legacy avionics systems. The Company is a leader in mini-tactical radars, serving attractive, high-growth markets, including critical infrastructure protection, border surveillance, active military protection and counter-drones applications.

Contact Information

Company Contact:

Avi Israel (CFO)
Tel: +972-76-538-6200
mrkt@rada.com
www.rada.com
Investor Relations Contact:

Ehud Helft
GK Investor & Public Relations
Tel: +1 646 688 3559
rada@gkir.com

Forward Looking Statements  
 
Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such risk uncertainties and other factors include, but are not limited to, changes in general economic conditions, risks related to the pending merger with DRS, in product and technology developments, market acceptance of new products and continuing product demand, level of competition and other factors described in the Company's Annual Report on Form 20-F and other filings with the Securities and Exchange Commission.
 
 
Information with Regard to non-GAAP Financial Measures
 
The Company presents its financial statements in accordance with U.S. GAAP. RADA’s management uses supplemental non-GAAP financial measures internally to understand, manage and evaluate its business and make operating decisions. Adjusted EBITDA is provided in this press release and the accompanying supplemental information because management believes this non-GAAP measure is useful for investors and financial institutions as it facilitates operating performance comparisons from period to period. As presented in this release, the term Adjusted EBITDA consists of net profit (loss) according to U.S. GAAP, excluding net financing expenses, taxes, depreciation and amortization and non-cash stock-based compensation expenses. Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income and our other GAAP results. Reconciliation between the Company's results on a GAAP and non-GAAP basis is provided in the table below.
 
RECONCILIATION FROM OPERATING INCOME TO ADJUSTED EBITDA
 
U.S. dollars in thousands
 
   
Six months ended
June 30,
    
Three months ended
June 30,
    
Year ended
December 31,
  
   
2022
    
2021
    
2022
    
2021
    
2021
  
   
(Unaudited)
     Audited  
                               
Net income (loss)
  
$
(5,080
)
  
$
14,215
    
$
(4,395
)
  
$
10,443
    
$
25,074
  
Tax expenses (income), net
    
719
      
(6,038
)
    
882
      
(6,038
)
    
(4,875
)
Financial (income) expenses, net
    
482
      
(122
)
    
494
      
97
      
159
  
Depreciation
    
2,448
      
1,599
      
1,257
      
843
      
3,660
  
Employees non-cash option compensation
    
1,775
      
1,327
      
908
      
855
      
3,022
  
Other expenses
    
2,628
      
-
      
2,628
      
-
      
-
  
Other non-cash amortization
    
81
      
135
      
-
      
127
      
247
  
                                         
Adjusted EBITDA
  
$
3,053
    
$
11,116
    
$
1,774
    
$
6,327
    
$
27,287
  


CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data


 
June 30,
2022
    
December 31,
2021
  
   
Unaudited
    
Audited
  
ASSETS
            
             
CURRENT ASSETS:
            
Cash and cash equivalents
  
$
55,656
    
$
78,746
  
Restricted deposits
    
748
      
492
  
    Trade receivables
    
28,026
      
32,747
  
Contract assets
    
864
      
930
  
Other accounts receivables and prepaid expenses
    
2,967
      
1,946
  
Inventories, net
    
64,860
      
48,882
  
                 
Total current assets
    
153,121
      
163,743
  
                 
LONG-TERM ASSETS:
                
  Equity investment in privately-held company
    
3,000
      
3,000
  
  Long-term receivables and other deposits
    
136
      
244
  
  Property, plant and equipment, net
    
20,664
      
19,888
  
  Deferred tax assets
    
5,291
      
5,681
  
  Operating lease right-of-use assets
    
14,396
      
11,287
  
Total long-term assets
    
43,487
      
40,100
  
                 
Total assets
  
$
196,608
    
$
203,843
  
CURRENT LIABILITIES:
                
Trade payables
    
12,627
      
19,890
  
Other accounts payable and accrued expenses
    
13,359
      
13,445
  
Advances from customers
    
1,582
      
1,763
  
Contract liabilities
    
259
      
474
  
Operating lease short-term liabilities
    
2,793
      
2,262
  
                 
Total current liabilities
    
30,620
      
37,834
  
                 
LONG-TERM LIABILITIES:
                
Accrued severance pay and other long-term liabilities
    
724
      
783
  
Deferred tax liabilities
    
908
      
-
  
Operating lease long-term liabilities
    
11,595
      
9,160
  
 Total long-term liabilities
    
13,227
      
9,943
  
                 
RADA SHAREHOLDERS' EQUITY
                
Share capital -
                
Ordinary shares of NIS 0.03 par value - Authorized: 100,000,000 shares at June 30, 2022 and December 31, 2021;
Issued and outstanding: 49,718,045 at June 30, 2022 and 49,402,847 at December 31, 2021 respectively
    
497
      
489
  
Additional paid-in capital
    
205,621
      
203,854
  
Accumulated deficit
    
(53,357
)
    
(48,277
)
Total equity
    
152,761
      
156,066
  
                 
Total liabilities and equity
  
$
196,608
    
$
203,843
  



CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except share and per share data

   
Six months ended
June 30,
    
Three months ended
June 30,
    
Year ended
December 31,
  
   
2022
    
2021
    
2022
    
2021
    
2021
  
   
(Unaudited)
    
Audited
  
                               
Revenues
  
$
45,568
    
$
53,472
    
$
23,061
    
$
28,255
    
$
117,236
  
                                         
Cost of revenues
    
30,245
      
32,243
      
15,081
      
16,990
      
69,691
  
                                         
Gross profit
    
15,323
      
21,229
      
7,980
      
11,265
      
47,545
  
                                         
Operating expenses:
                                        
    Research and development
    
5,795
      
4,993
      
2,941
      
2,555
      
10,014
  
    Marketing and selling
    
3,813
      
2,956
      
1,930
      
1,530
      
6,235
  
    General and administrative
    
6,966
      
5,225
      
3,500
      
2,678
      
10,933
  
    Other expenses
    
2,628
      
-
      
2,628
      
-
      
-
  
    Net loss from sale of fixed asset
    
-
      
-
      
-
      
-
      
5
  
Total operating expenses
    
19,202
      
13,174
      
10,999
      
6,763
      
27,187
  
Operating income (loss)
    
(3,879
)
    
8,055
      
(3,019
)
    
4,502
      
20,358
  
                                         
Other financial income (expenses), net
    
(482
)
    
122
      
(494
)
    
(97
)
    
(159
)
                                         
Income (loss) before taxes
    
(4,361
)
    
8,177
      
(3,513
)
    
4,405
      
20,199
  
                                         
Tax Income (expenses), net
    
(719
)
    
6,038
      
(882
)
    
6,038
      
4,875
  
                                         
Net income) loss)
  
$
(5,080
)
  
$
14,215
    
$
(4,395
)
  
$
10,443
    
$
25,074
  
                                         
Basic net income (loss) per ordinary share
  
$
(0.10
)
  
$
0.30
    
$
(0.09
)
  
$
0.21
    
$
0.52
  
                                         
Diluted net income (loss) per Ordinary share
  
$
(0.10
)
  
$
0.29
    
$
(0.09
)
  
$
0.20
    
$
0.50
  
                                         
Weighted average number of Ordinary shares used for computing basic net income (loss) per share
    
49,592,329
      
47,145,784
      
49,710,730
      
49,129,699
      
48,255,097
  
                                         
Weighted average number of Ordinary shares used for computing diluted net income (loss) per share
    
51,120,644
      
49,123,135
      
51,173,263
      
51,065,274
      
50,077,416