UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): November 6, 2019 (November 6, 2019)

 

On Track Innovations Ltd.

(Exact Name of Registrant as Specified in Its Charter)

 

Israel

(State or Other Jurisdiction of Incorporation)

 

000-49877   N/A
(Commission File Number)   (IRS Employer Identification No.)

 

Z.H.R. Industrial Zone, P.O. Box 32, Rosh-Pina, Israel   12000
(Address of Principal Executive Offices)   (Zip Code)

 

011 972 4 6868000

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
None    

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 2.02 Results of Operations and Financial Conditions.

 

On November 6, 2019, On Track Innovations Ltd. issued a press release announcing its financial results for the third quarter ended September 30, 2019 and other financial information. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated November 6, 2019

 

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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 hereunto duly authorized.

 

  On Track Innovations Ltd.
   
Date: November 6, 2019 By:  /s/ Assaf Cohen
 

Name:

Title:

Assaf Cohen
Interim Chief Executive Officer and Chief Financial Officer

 

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Exhibit 99.1

 

 

On Track Innovations Ltd. Reports

Third Quarter 2019 Financial Results

 

Rosh Pina, Israel – November 6, 2019 – On Track Innovations Ltd. (“OTI”) (OTCQX: OTIVF) (the “Company” or “OTI”), a global provider of near field communication (NFC) and cashless payment solutions, today provided a business update and announced financial results for the nine months and third quarter periods ended September 30, 2019.

 

Highlights

 

Revenues of $3.9 million in the third quarter, of which 32% were from a recurring revenue source.

 

Continued tight control over operating expenses, which decreased by 20% compared to the third quarter of last year.

 

During the first nine months of 2019, delivered globally more than 20,000 advanced contactless readers to the smart ATMs market, more than 8,000 advanced payment readers to the Russian market, and more than 1,000 advanced payment systems to the Japanese unattended retail market.

 

Management Commentary

 

Mr. Assaf Cohen, OTI's Interim CEO, commented, “I am pleased to announce that we have hired a new CEO, Yehuda Holtzman who brings to OTI a strong sales background and whose initial goals will be to grow OTI’s revenue and margins.”

 

Following OTI’s sale of its MediSmart division in the fourth quarter of 2018, the financial results of MediSmart are included as discontinued operations and all the prior periods’ information has been reclassified to conform with the current period’s presentation.

 

Third quarter 2019 financial results summary

 

Total revenue in the quarter was $3.9 million. This is compared to $6.1 million in the same year-ago quarter and $4.1 million in the prior quarter.

 

Recurring revenues were $1.2 million (32% of total revenues), compared to $1.3 million (22% of total revenues) in the third quarter of 2018.

 

Gross profit in the quarter was $1.7 million, or 44% of revenues, compared to $3.2 million, or 53% of revenues, in the third quarter of 2018.

 

Operating expenses totaled $2.8 million in the quarter, significantly reduced when compared to operating expenses of $3.5 million in the same year-ago quarter. Operating expenses for the quarter ended September 30, 2019 included a gain of $0.3 million related to the sale of a building by OTI’s South African subsidiary.

 

 

 

 

Loss from continuing operations was $1.2 million, compared to loss of $0.2 million in the same year-ago quarter.

 

Net loss was $1.2 million, or loss of $0.03 per share, compared to a net loss of $0.2 million, or loss of $0.00 per share, in the same year-ago quarter. Net loss in the prior quarter amounted to $0.9 million, or loss of $0.02 per share.

 

Adjusted EBITDA loss from continuing operations was $1.1 million in the quarter, compared to adjusted EBITDA of $0.0 million in the same year-ago quarter. Adjusted EBITDA loss in the prior quarter was $0.4 million.

 

As of the end of the quarter, the company had cash and cash equivalents and short-term investments of $5.3 million.

 

Conference Call

Management will host a conference call for investors at 9:00 a.m. Eastern Time on Monday, November 11, 2019, to discuss the financial results, provide a corporate update, and conclude with a recorded Q&A session.

 

Investors and analysts are encouraged to submit questions they would like the Interim CEO to address on the call. Please submit any questions to oti_questions@gkir.com by Thursday, November 7, 2019 at 5:00 p.m. Eastern time. OTI intends to hold conference calls in this format during the CEO transition phase.

 

To listen, please use the following dial-in information:

 

U.S. Dial-in: 1-888-317-6002

International Dial-in: +1-412-317-5245

Webcast: https://www.webcaster4.com/Webcast/Page/1720/30987

 

Please dial in a few minutes before the start of the call and request to join the “On Track Innovations Earnings Conference Call” to ensure timely participation.

 

The conference call will be available for replay by clicking here and via the investor relations section of the company’s website.

 

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About On Track Innovations Ltd

 

On Track Innovations (OTI) is a global leader in the design, manufacture, and sale of secure cashless payment solutions using contactless NFC technology. OTI’s field-proven innovations have been deployed around the world to address cashless payment, automated retail and petroleum markets. OTI distributes and supports its solutions through a global network of regional offices and alliances. OTI is the proud recipient of the 2017 AI Award for Best Cashless Payment Solutions Provider – Israel. For more information, visit www.otiglobal.com.

 

Investor Relations Contact:

Gavriel Frohwein

GK Investor & Public Relations

+1 646 688 3559

oti@gkir.com

 

 

Safe Harbor / Forward-Looking Statements

 

This press release contains express or implied 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 "will," "look forward," "expect," "anticipate," "intend," "plan," "estimate," "believe," "should," "can" or similar expressions, we are making forward-looking statements. For example, we are using forward-looking statements when we discuss, among others: the Company's recurring revenue and long-term strategy. 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. Additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements are stated under the captions “Risk Factors” in our most recent Annual Report (Form 10-K) and other known and unknown uncertainties and risk factors including those detailed from time to time in the Company's filings with the Securities and Exchange Commission.  Forward-looking statements are made as of the date of this release, and we expressly disclaim any obligation or undertaking to update forward-looking statements. The reader is cautioned not to place undue reliance on forward-looking statements.

 

Use of Non-GAAP Financial Information

 

This press release contains certain non-GAAP measures, namely, adjusted EBITDA from continuing operations, or adjusted earnings from continuing operations before interest, income tax, depreciation and amortization. Adjusted EBITDA from continuing operations represents earnings before interest or financing expenses, income tax, depreciation and amortization, and further eliminates the effect of patent litigation expenses, stock-based compensation expense and other (gain) expenses, net. Patent litigation expenses are presented only at the end of each year, as we do not consider their impact on quarterly results to be material. OTI believes that adjusted EBITDA from continuing operations should be considered in evaluating the Company’s operations since it provides a clear indication of the Company’s operating results. This measure should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for the U.S. GAAP results. The non-GAAP measures included in this press release have been reconciled to the U.S. GAAP results in the tables below.

 

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ON TRACK INNOVATIONS LTD.

RECONCILIATION OF NON-GAAP ADJUSTMENT

The following table reflects selected On Track Innovations Ltd. non-GAAP results reconciled to GAAP results:

(US dollars in thousands)

 

    Three months ended
Sept. 30,
    Nine months ended
Sept. 30,
 
    2019     2018     2019     2018  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
                         
Net (loss) income   $ (1,210 )   $ (184 )   $ (3,854 )   $ (797 )
                                 
Net loss (income) from discontinued operations     36       (42 )     279       (228 )
Financial expenses, net     93       2       199       129  
Depreciation and amortization     308       342       951       1,022  
Taxes on income     17       (2 )     25       (267 )
Total EBITDA FROM CONTINUING OPERATIONS   $ (756 )   $ 116     $ (2,400 )   $ (141 )
                                 
Other (gain) expenses, net     (335 )     -       (335 )     70  
Stock-based compensation     6       65       96       180  
Total adjusted EBITDA FROM CONTINUING OPERATIONS   $ (1,085 )   $ 181     $ (2,639 )   $ 109  

 

 

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ON TRACK INNOVATION LTD.

INTERIM UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(US dollars in thousands)

 

    September 30,     December 31,  
    2019     2018  
Assets            
             
Current assets            
Cash and cash equivalents   $ 3,396     $ 4,827  
Short-term investments     1,905       1,078  
Trade receivables (net of allowance for doubtful accounts of $558 and $555 as of September 30, 2019 and December 31, 2018, respectively)     2,469       4,530  
Other receivables and prepaid expenses     1,602       2,060  
Inventories     4,366       3,527  
                 
Total current assets     13,738       16,022  
                 
Long-term restricted deposit for employees benefit     473       451  
                 
Severance pay deposits     404       375  
                 
Property, plant and equipment, net     3,693       5,033  
                 
Intangible assets, net     246       241  
                 
Right-of-use assets     1,930       -  
                 
Total Assets   $ 20,484     $ 22,122  

 

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ON TRACK INNOVATION LTD.

INTERIM UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(US dollars in thousands)

 

    September 30,     December 31,  
    2019     2018  
             
Liabilities and Equity            
             
Current Liabilities            
Short-term bank credit and current maturities of long-term bank loans   $ 2,553     $ 260  
Trade payables     4,857       4,712  
Other current liabilities     2,286       3,622  
                 
Total current liabilities     9,696       8,594  
                 
Long-Term Liabilities                
Long-term loans, net of current maturities     26       39  
Long-term liabilities due to operating leases, net of current maturities     1,204       -  
Accrued severance pay     948       853  
Deferred tax liability     393       445  
Total long-term liabilities     2,571       1,337  
                 
Total Liabilities     12,267       9,931  
                 
Commitments and Contingencies                
                 
Equity                
Shareholders' Equity                
Ordinary shares of NIS 0.1 par value:                
Authorized: 50,000,000 shares as of September 30, 2019 and December 31, 2018; issued: 42,503,076 and 42,473,076 shares as of September 30, 2019 and December 31, 2018, respectively; outstanding: 41,324,377 and 41,294,377 shares as of September 30, 2019, and December 31, 2018, respectively     1,069       1,068  
Additional paid-in capital     225,117       225,022  
Treasury shares at cost - 1,178,699 shares as of September 30, 2019 and December 31, 2018     (2,000 )     (2,000 )
Accumulated other comprehensive loss     (1,172 )     (956 )
Accumulated deficit     (214,797 )     (210,943 )
Total Equity     8,217       12,191  
                 
Total Liabilities and Equity   $ 20,484     $ 22,122  

 

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ON TRACK INNOVATION LTD.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(US dollars in thousands, except share and per share data)

 

    Three months ended
September 30,
    Nine months ended
September 30,
 
    2019     *2018     2019     *2018  
                         
Revenues                        
Sales   $ 2,631     $ 4,760     $ 7,286     $ 13,353  
Licensing and transaction fees     1,234       1,339       3,708       3,997  
                                 
Total revenues     3,865       6,099       10,994       17,350  
                                 
Cost of revenues                                
Cost of sales     2,161       2,870       5,273       8,351  
Total cost of revenues     2,161       2,870       5,273       8,351  
                                 
Gross profit     1,704       3,229       5,721       8,999  
Operating expenses                                
Research and development     840       765       2,528       2,391  
Selling and marketing     1,193       1,591       3,798       4,700  
General and administrative     1,070       1,099       3,081       3,001  
Other (gain) expenses, net     (335 )     -       (335 )     70  
                                 
Total operating expenses     2,768       3,455       9,072       10,162  
                                 
Operating loss from continuing operations     (1,064 )     (226 )     (3,351 )     (1,163 )
Financial expenses, net     (93 )     (2 )     (199 )     (129 )
                                 
Loss from continuing operations before taxes on income     (1,157 )     (228 )     (3,550 )     (1,292 )
Income tax (expenses) benefit, net     (17 )     2       (25 )     267  
                                 
Net loss from continuing operations     (1,174 )     (226 )     (3,575 )     (1,025 )
Net (loss) income from discontinued operations     (36 )     42       (279 )     228  
                                 
Net loss     (1,210 )     (184 )     (3,854 )     (797 )
                                 
Basic and diluted net (loss) income attributable to shareholders per ordinary share                                
From continuing operations     (0.03 )     (** )     (0.09 )     (0.02 )
From discontinued operations    

(**

)    

(**

)     (** )     (** )
                                 
    $ (0.03 )   $ (** )   $ (0.09 )   $ (0.02 )
                                 
Weighted average number of ordinary shares used in computing basic and diluted net (loss) income per ordinary share     41,324,377       41,294,377       41,306,575       41,260,426  

 

* Reclassified to conform with the current period presentation.

 

** Less than $0.01 per ordinary share.

 

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ON TRACK INNOVATION LTD.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

(US dollars in thousands)

 

    Nine months ended
September 30,
 
    2019     *2018  
Cash flows from continuing operating activities            
Net loss from continuing operations   $ (3,575 )   $ (1,025 )
Adjustments required to reconcile net loss to net cash used in continuing operating activities:                
Stock-based compensation related to options and shares issued to employees and others     96       180  
Depreciation and amortization     951       978  
Deferred tax, net     (25 )     (360 )
Gain on sale of property and equipment     (328 )     (25 )
Accrued interest and linkage differences, net     (48 )     -  
                 
Changes in operating assets and liabilities:                
Accrued severance pay, net     66       (19 )
Decrease in trade receivables, net     1,576       1,377  
Decrease (increase) in other receivables and prepaid expenses     395       (255 )
Increase in inventories     (879 )     (381 )
Increase (decrease) in trade payables     506       (263 )
Decrease in other current liabilities     (585 )     (151 )
Net cash (used in) provided by continuing operating activities     (1,850 )     56  
                 
Cash flows from continuing investing activities                
                 
Purchase of property and equipment     (433 )     (467 )
Proceeds from sale of property and equipment     1,102       52  
Change in short-term investments, net     (978 )     1,195  
Investment in capitalized certification costs     (156 )     (92 )
Proceeds from restricted deposit for employees benefit     10       8  
Net cash (used in) provided by continuing investing activities     (455 )     696  
                 
Cash flows from continuing financing activities                
Increase (decrease) in short-term bank credit, net     2,636       (3,449 )
Repayment of long-term bank loans     (261 )     (979 )
Proceeds from exercise of options and warrants     -       34  
Net cash provided by (used in) continuing financing activities     2,375       (4,394 )
                 
Cash flows from discontinued operations                
Net cash (used in) provided by discontinued operating activities     (1,397 )     836  
                 
Total net cash (used in) provided by discontinued operations     (1,397 )     836  
                 
Effect of exchange rate changes on cash and cash equivalents     (277 )     (187 )
                 
Decrease in cash, cash equivalents and restricted cash     (1,604 )     (2,993 )
                 
Cash, cash equivalents and restricted cash - beginning of the period     5,105       7,799  
                 
Cash, cash equivalents and restricted cash - end of the period   $ 3,501     $ 4,806  

 

* Reclassified to conform with the current period presentation.

 

 

 

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