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): August 5, 2020 (August 5, 2020)

 

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.)

 

Hatnufa 5, Yokneam Industrial Zone

Box 372, Yokneam, Israel

  2069200
(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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 August 5, 2020, On Track Innovations Ltd. issued a press release announcing its financial results for the second quarter ended June 30, 2020 and other financial information. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated August 5, 2020

 

1

  

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: August 5, 2020 By: /s/ Assaf Cohen
  Name:  Assaf Cohen
  Title:  Chief Financial Officer

 

 

2

 

 

 

Exhibit 99.1

 

 

On Track Innovations Ltd. Reports

Second Quarter 2020 Financial Results

 

Yokneam, Israel – August 5, 2020 – 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 second quarter ended June 30, 2020.

 

Management Commentary

 

Mr. Yehuda Holtzman, OTI’s CEO, commented, “We reported second quarter revenues of $4.9 million, representing growth of 18% compared to the second quarter of 2019. The total revenues in the first half of 2020 were just over $9.3 million, a growth of 31% compared to the same period a year ago. This growth was despite the rising impact of the COVID-19 pandemic on the business environment, which mainly affected our Mass Transit Ticketing sales in the Polish Market and has lengthened the sales cycle for our payment business. However, while the current environment represents challenges for everyone, at the same time we see opportunities and increased interest due to the cashless and non-physical nature of our products. We are also executing a new sales strategy which places increased emphasis on strengthening our presence in key regions. In particular, we saw a good improvement in sales in Asia-Pacific this quarter. Overall, we continue to carefully navigate OTI through the current environment, while at the same time, looking to unlock OTI’s inherent potential as headwinds from COVID-19 clear up.”

 

Mr. Holtzman added, “I would like to welcome Mrs. Sandra Hardardottir, as our new Chairman of the Board. I wish her much luck in this role and look forward to working closely with her to achieve success at OTI.”

 

Second Quarter 2020 Financial Results Summary

 

Revenue in the quarter increased by 18% to $4.9 million, compared to $4.1 million in the second quarter of 2019. Recurring revenues were $0.9 million, compared to $1.2 million in the second quarter of last year.

 

Gross profit for the quarter was $1.9 million (39% of revenue), compared to $2.4 million (58% of revenue) in the same year ago quarter. The decrease is mainly attributed to a change in our revenue mix and to the decrease in Mass Transit Ticketing sales in the Polish market as a result of the impact of the COVID-19 pandemic.

 

Operating expenses totaled $2.9 million in the quarter, a 10% reduction compared to operating expenses of $3.2 million in the same year-ago quarter.

 

Net loss was $1.1 million, compared to a net loss of $0.9 million in the same year-ago quarter.

 

Adjusted EBITDA loss from continuing operations was $0.7 million in the quarter, compared to an adjusted EBITDA loss from continuing operations of $0.4 million in the same year-ago quarter.

 

As of June 30, 2020, the company had cash and cash equivalents and short-term investments of $5.2 million.

 

 

 

 

Conference Call

 

Management will host a live investor conference call at 11:00 a.m. ET on August 5, 2020, to discuss OTI’s second quarter 2020 financial results, provide a corporate update, and conclude with a Q&A session taking live questions from participants as well as answering many of the previously submitted questions by investors.

 

To participate, please use the following information:

 

U.S. Dial-in: 1-888-281-1167

International Dial-in: +972 3 918 0644

Webcast: http://veidan-stream.com/otiq2-2020.html

 

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 also be available for replay by clicking on the above webcast link or via a link on the investor relations section of the Company’s website.

 

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. For more information, visit www.otiglobal.com.

 

Investor Relations Contact:

Ehud Helft

GK Investor & Public Relations

+1 646 201 9246

oti@gkir.com

 

 

 

2

 

 

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 strategy and the realization of the Company’s potential. 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, including those as a result of the current COVID-19 pandemic. Performance or achievements of OTI could differ materially from those described in or implied by the statements in this press release. 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 on Form 10-K and Quarterly Report on Form 10-Q 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 stock-based compensation expense. 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 table below.

 

3

 

 

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
June 30,
    Six months ended
June 30,
 
    2020     2019     2020     2019  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
                         
Net loss   $ (1,123 )   $ (899 )   $ (1,792 )   $ (2,644 )
                                 
Net loss from discontinued operations     32       50       43       243  
Financial expenses (income), net     123       37       (45 )     106  
Depreciation and amortization     297       323       604       643  
Income tax (benefits) expenses, net     (16 )     3       (29 )     8  
Total EBITDA FROM CONTINUING OPERATIONS   $ (687 )   $ (486 )   $ (1,219 )   $ (1,644 )
                                 
Stock-based compensation     16       44       28       90  
Total adjusted EBITDA FROM CONTINUING OPERATIONS   $ (671 )   $ (442 )   $ (1,191 )   $ (1,554 )

 

 

4

 

 

ON TRACK INNOVATION LTD.

INTERIM UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(US dollars in thousands)

  

    June 30,     December 31,  
    2020     2019  
Assets            
             
Current assets            
Cash and cash equivalents   $ 3,368     $ 2,543  
Short-term investments     1,805       2,305  
Trade receivables (net of allowance for doubtful accounts of $810 and $612 as of June 30, 2020 and December 31, 2019, respectively)     2,291       2,430  
Other receivables and prepaid expenses     1,394       1,822  
Inventories     3,147       3,332  
                 
Total current assets     12,005       12,432  
                 
Long term restricted deposit for employee benefits     474       477  
                 
Severance pay deposits     382       383  
                 
Property, plant and equipment, net     3,434       3,694  
                 
Intangible assets, net     746       733  
                 
Right-of-use assets due to operating leases     3,837       2,134  
                 
Total Assets   $ 20,878     $ 19,853  

 

5

 

 

ON TRACK INNOVATION LTD.

INTERIM UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(US dollars in thousands)

 

    June 30,     December 31,  
    2020     2019  
Liabilities and Equity            
             
Current Liabilities            
Short-term bank credit and loans and current maturities of long-term bank loans   $ 2,478     $ 2,478  
Trade payables     4,086       4,126  
Other current liabilities     2,474       3,054  
                 
Total current liabilities   $ 9,038     $ 9,658  
                 
Long-Term Liabilities                
Long-term loans, net of current maturities     825       22  
Long-term liabilities due to operating leases, net of current maturities     2,938       1,483  
Accrued severance pay     894       884  
Deferred tax liability     341       416  
Total long-term liabilities     4,998       2,805  
                 
Total Liabilities     14,036       12,463  
                 
Commitments and Contingencies, see Note 7                
                 
Equity                
                 
Ordinary shares of NIS 0.1 par value: Authorized – 100,000,000 and 50,000,000 shares as of June 30, 2020 and December 31, 2019, respectively; issued: 55,003,076 and 47,963,076 shares as of June 30, 2020 and December 31, 2019, respectively; outstanding: 53,824,377 and 46,784,377 shares as of June 30, 2020 and December 31, 2019, respectively     1,423       1,226  
Additional paid-in capital     227,170       225,970  
Treasury shares at cost - 1,178,699 shares as of June 30, 2020 and December 31, 2019     (2,000 )     (2,000 )
Accumulated other comprehensive loss     (1,127 )     (974 )
Accumulated deficit     (218,624 )     (216,832 )
Total Equity     6,842       7,390  
                 
Total Liabilities and Equity   $ 20,878     $ 19,853  

 

6

 

 

ON TRACK INNOVATION LTD.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

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

 

    Three Three months ended
June 30,
    Six months ended
June 30,
 
    2020     2019     2020     2019  
                         
Revenues                        
Sales   $ 3,998     $ 2,933     $ 7,394     $ 4,655  
Licensing and transaction fees     855       1,183       1,910       2,474  
                                 
Total revenues     4,853       4,116       9,304       7,129  
                                 
Cost of revenues                                
Cost of sales     2,965       1,742       5,238       3,112  
Total cost of revenues     2,965       1,742       5,238       3,112  
                                 
Gross profit     1,888       2,374       4,066       4,017  
Operating expenses                                
Research and development     904       817       1,802       1,688  
Selling and marketing     1,193       1,320       2,335       2,605  
General and administrative     775       1,046       1,732       2,011  
Total operating expenses     2,872       3,183       5,889       6,304  
                                 
Operating loss from continuing operations     (984 )     (809 )     (1,823 )     (2,287 )
Financial (expenses) income, net     (123 )     (37 )     45       (106 )
Loss from continuing operations before taxes on income     (1,107 )     (846 )     (1,778 )     (2,393 )
Income tax benefits (expenses)     16       (3 )     29       (8 )
Loss from continuing operations     (1,091 )     (849 )     (1,749 )     (2,401 )
Loss from discontinued operations     (32 )     (50 )     (43 )     (243 )
Net loss   $ (1,123 )   $ (899 )   $ (1,792 )   $ (2,644 )
Basic and diluted net loss attributable to shareholders per ordinary share                                
From continuing operations     (0.02 )     (0.02 )     (0.04 )     (0.06 )
From discontinued operations    

*

     

*

     

*

     

*

 
                                 
    $ (0.02 )   $ (0.02 )   $ (0.04 )   $ (0.06 )
                                 
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share     52,706,135       41,300,641       50,248,113       41,297,526  

 

 

* Less than $0.01 per ordinary share.

 

7

 

 

ON TRACK INNOVATION LTD.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

(US dollars in thousands)

 

    Six months ended
June 30,
 
    2020     2019  
Cash flows from continuing operating activities            
Net loss from continuing operations   $ (1,749 )   $ (2,401 )
Adjustments required to reconcile net loss to net cash used in provided by continuing operating activities:                
Stock-based compensation related to options issued to employees and others     28       90  
Accrued interest and linkage differences, net     (162 )     (18 )
Depreciation and amortization     604       643  
Deferred tax benefits, net     (58 )     (24 )
Gain on sale of fixed assets     -       (2 )
                 
Changes in operating assets and liabilities:                
Change in accrued severance pay, net     11       44  
Decrease in trade receivables, net     101       1,254  
Decrease in other receivables and prepaid expenses     379       597  
Decrease (increase) in inventories     174       (1,405 )
Increase in trade payables     110       585  
Decrease in other current liabilities     (245 )     (540 )
Net cash used in continuing operating activities     (807 )     (1,177 )
                 
Cash flows from continuing investing activities                
Purchase of property and equipment and intangible assets     (490 )     (341 )
Change in short-term investments, net     511       (1,190 )
Proceeds from restricted deposit for employee benefits     -       10  
Proceeds from sale of property and equipment     -       10  
Net cash provided by (used in) continuing investing activities     21       (1,511 )
                 
Cash flows from continuing financing activities                
Increase in short-term bank credit and loans, net     62       2,747  
Proceeds from long-term bank loans     799       -  
Repayment of long-term bank loans     (7 )     (233 )
Proceeds from issuance of shares, net of issuance costs     1,369       -  
Net cash provided by continuing financing activities     2,223       2,514  
                 
Cash flows from discontinued operations                
Net cash used in discontinued operating activities     (526 )     (1,304 )
                 
Total net cash used in  discontinued operations     (526 )     (1,304 )
                 
Effect of exchange rate changes on cash and cash equivalents     (86 )     53  
                 
Increase (decrease) in cash, cash equivalents and restricted cash     825       (1,425 )
Cash, cash equivalents and restricted cash-beginning of the period     2,648       5,105  
                 
Cash, cash equivalents and restricted cash-end of the period   $ 3,473     $ 3,680  

 

 

8