- Report of Foreign Issuer (6-K)

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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 November, 2009

 

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):

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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 on 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, its Registration Statement on Form S-8 (Registration No. 333-149575), filed with the Commission on March 6, 2008 and its Registration Statement on Form F-3 (Registration No. 333-153667), filed with the Commission on September 25, 2008.

 

 

 

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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, thereunto duly authorized.

 

ON TRACK INNOVATIONS LTD. (Registrant)     By /s/ Oded Bashan Oded Bashan Chief Executive Officer and Chairman

 

Date: November 30, 2009

 

 

 

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Press Release

 

OTI Reports Nine Months 2009 Financial Results

·            Revenues of $26.3 million

·            Gross margin increased to 44%

 

Iselin, NJ – November 30, 2009 – 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 nine months ended September 30, 2009. Following are various financial measures that compare the first nine months of 2009 to the first nine months of 2008.

·

Total revenues were $26.3 million, a 16% decrease from last year.

·

Gross margin increased to 44% vs. 39% last year.

·

Non-GAAP operating expenses were $21.1 million, a 6% decrease compared to $22.5 million last year. GAAP operating expenses were $24.7 million, a 13% decrease compared to $28.6 million last year.

·

Non-GAAP operating loss was $9.6 million, a 7% decrease compared to $10.4 million last year. GAAP operating loss was $13.3 million, a 20% decrease compared to $16.5 million last year.

·

Non-GAAP net loss was $10.4 million, a 7% decrease compared to $11.2 million last year. GAAP net loss was $14.1 million, a 19% decrease compared to $17.4 million last year.

·

Cash and cash equivalents were $18.4 million.

Oded Bashan, Chairman and Chief Executive Officer of OTI, said: “the first nine months results demonstrate OTI’s strategy which focuses on improving margins, reduction in operating expenses, specifically in R&D and G&A, and continuous focus on marketing efforts -- all resulting in further decrease of the operating and net loss.”

Mr. Bashan continued: “The recent sale of the assets of MCT is in line with our focus to offer end-to-end solutions which ultimately yield high margin product sale and recurring revenues. The sale will reduce OTI’s operating expenses and improve our cash flow position.”

“In the last weeks some of the achievements and the efforts that the company is putting in order to bring OTI to an operating breakeven have become evident” said Mr. Bashan. “We expect Q4 2009 to be cash flow positive. We are building a strong and solid pipeline of projects. We are introducing new products in existing markets that will contribute to OTI’s growth and profitability and we took measures that we expect will reduce significantly our operating expenses level. All with a view of bringing OTI to profitability in 2010.”

 

 

 

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Conference call and Webcast Information

The Company has scheduled a conference call and simultaneous Web cast for November 30, 2009, at 9:30 AM ET to discuss operating results and future outlook. To participate, call:

 

1-866-860-9642 (U.S. toll free), 1-800-270-345 (Israel 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 December 7 th , by calling U.S.: 1-888-326-9310 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 EITF 96-18, 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. Reconciliations between GAAP measures and non-GAAP are provided later in this press release.

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 and loyalty programs. 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
Vice President of Corporate Relations	MS-IR LLC
201 944 5200 ext. 111	917-607-8654
[e-mail]	[e-mail]

 

# # #

(TABLES TO FOLLOW)

 

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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.  Forward-looking statements include statements regarding our goals, beliefs, future growth strategies, objectives, plans or current expectations. For example, when we say that the first nine months results demonstrate OTI’s strategy which focuses on improving margins, reduction in operating expenses, specifically in R&D and G&A, and continuous focus on marketing efforts - all resulting in further decrease of the operating and net loss, or when we say that the recent sale of the assets of MCT is in line with our focus to offer end-to-end solutions which ultimately yield high margin product sale and recurring revenues, or when we say that the sale will reduce OTI’s operating expenses and improve our cash flow position, or when we say that in the last weeks some of the achievements and the efforts that the company is putting in order to bring OTI to an operating breakeven has become evident, or when we say that we believe that we are on the right track to bring OTI to profitability next year and that  we expect Q4 2009 to be cash flow positive, or when we say that we are building a strong and solid pipeline of projects and that we are introducing new products in existing markets that will contribute to OTI’s growth and profitability and that we continue to monitor and control our operating expenses level, all with a view of bringing OTI to profitability in 2010, we are using forward looking statements. Forward-looking statements could be impacted by the effects of the protracted evaluation and validation periods in the U.S. and other markets for contactless payment cards ,market acceptance of new and existing products and our ability to execute production on orders, as well as the other risks and uncertainties, including those discussed in the “Risk Factors” section and elsewhere in our Annual Report on Form 20-F for the year ended December 31, 2008 and in subsequent filings with the Securities and Exchange Commission.   Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved.  Except as otherwise required by law, 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.

 

 

 

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ON TRACK INNOVATIONS LTD.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except share and per share data)

 

		Nine months ended September 30								Three months ended September 30
		2009				2008				2009				2008
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenues
Sales		$	24,421			$	29,265			$	8,734			$	10,317
Licensing and transaction fees			1,874				1,884				674				546
Total revenues			26,295				31,149				9,408				10,863
Cost of revenues
Cost of sales			14,846				19,093				5,649				6,052
Total cost of revenues			14,846				19,093				5,649				6,052
Gross profit			11,449				12,056				3,759				4,811
Operating expenses
Research and development			6,699				8,909				2,146				3,008
Selling and marketing			8,930				8,086				2,748				2,911
General and administrative			8,351				10,559				3,349				3,210
Amortization of intangible assets			766				1,025				251				367
Total operating expenses			24,746				28,579				8,494				9,496
Operating loss			(13,297	)			(16,523	)			(4,735	)			(4,685	)
Financial expense, net			(763	)			(667	)			(385	)			(101	)
Loss before taxes on income			(14,060	)			(17,190	)			(5,120	)			(4,786	)
Taxes on income			(35	)			177				(77	)			55
Equity in loss of affiliate			-				(342	)			-				(92	)
Net loss			(14,095	)			(17,355	)			(5,197	)			(4,823	)
Net loss (income) attributable to noncontrolling interest			133				-				(8	)			-
Net loss attributable to shareholders			(13,962	)			(17,355	)			(5,205	)			(4,823	)
Basic and diluted net loss attributable to shareholders per ordinary share		$	(0.63	)		$	(0.86	)		$	(0.23	)		$	(0.23	)
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share			22,331,068				20,091,808				22,939,063				20,857,776

 

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ON TRACK INNOVATIONS LTD.

RECONCILIATION BETWEEN GAAP TO NON-GAAP

UNADITED STATEMENT OF OPERATIONS

(In thousands, except share and per share data)

		GAAP				Nine months ended September 30, 2009 Adjustments				Non-GAAP
Revenues
Sales		$	24,421				-			$	24,421
Licensing and transaction fees			1,874				-				1,874
Total revenues			26,295								26,295
Cost of Revenues
Cost of sales			14,846				(39	) (a)			14,807
Total cost of revenues			14,846				(39	)			14,807
Gross profit			11,449				39				11,488
Operating Expenses
Research and development			6,699				(1,570	) (a)			5,129
Selling and marketing			8,930				(546	) (a)			8,384
General and administrative			8,351				(731	) (a)			7,620
Amortization of intangible assets			766				(766	) (b)			-
Total operating expenses			24,746				(3,613	)			21,133
Operating loss			(13,297	)			3,652				(9,645	)
Financial expenses, net			(763	)			-				(763	)
Loss before taxes on income			(14,060	)			3,652				(10,408	)
Taxes on income			(35	)			-				(35	)
Net loss		$	(14,095	)		$	3,652			$	(10,443	)
Net loss attributable to noncontrolling interest			133				-				133
Net loss attributable to shareholders		$	(13,962	)		$	3,652			$	(10,310	)
Basic and diluted net loss attributable to shareholders per ordinary share		$	(0.63	)		$	0.17			$	(0.46	)
Weighted average number of ordinary shares used in computing basic and diluted net loss  per ordinary share			22,331,068								22,331,068

(a)

The effect of stock-based compensation in accordance with SFAS 123(R) and EITF 96-18.

(b)

The effect of amortization of intangible assets .

 

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ON TRACK INNOVATIONS LTD.

RECONCILIATION BETWEEN GAAP TO NON-GAAP

UNAUDITED STATEMENT OF OPERATIONS

(In thousands, except share and per share data)

 

		GAAP				Three months ended September 30, 2009 Adjustments				Non-GAAP
Revenues
Sales		$	8,734				-			$	8,734
Licensing and transaction fees			674				-				674
Total revenues			9,408								9,408
Cost of Revenues
Cost of sales			5,649				(11	) (a)			5,638
Total cost of revenues			5,649				(11	)			5,638
Gross profit			3,759				11				3,770
Operating Expenses
Research and development			2,146				(429	) (a)			1,717
Selling and marketing			2,748				(195	) (a)			2,553
General and administrative			3,349				(263	) (a)			3,086
Amortization of intangible assets			251				(251	) (b)			-
Total operating expenses			8,494				(1,138	)			7,356
Operating loss			(4,735	)			1,149				(3,586	)
Financial expenses, net			(385	)			-				(385	)
Loss before taxes on income			(5,120	)			1,149				(3,971	)
Taxes on income			(77	)			-				(77	)
Net loss		$	(5,197	)		$	1,149			$	(4,048	)
Net Income attributable to noncontrolling interest			(8	)			-				(8	)
Net loss attributable to shareholders		$	(5,205	)		$	1,149			$	(4,056	)
Basic and diluted net loss attributable to shareholders per ordinary share		$	(0.23	)		$	0.05			$	(0.18	)
Weighted average number of ordinary shares used in computing basic and diluted net loss  per ordinary share			22,939,063								22,939,063

(a)

The effect of stock-based compensation in accordance with SFAS 123(R) and EITF 96-18.

(b)

The effect of amortization of intangible assets .

 

 

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ON TRACK INNOVATIONS LTD

RECONCILIATION BETWEEN GAAP TO NON-GAAP

UNAUDITED STATEMENT OF OPERATIONS

(In thousands, except share and per share data)

 

		GAAP				Nine months ended September 30, 2008 Adjustments				Non-GAAP
Revenues
Sales		$	29,265				-			$	29,265
Licensing and transaction fees			1,884				-				1,884
Total revenues			31,149								31,149
Cost of Revenues
Cost of sales			19,093				(45	) (a)			19,048
Total cost of revenues			19,093				(45	)			19,048
Gross profit			12,056				45				12,101
Operating Expenses
Research and development			8,909				(2,368	) (a)			6,541
Selling and marketing			8,086				(1,064	) (a)			7,022
General and administrative			10,559				(1,657	) (a)			8,902
Amortization of intangible assets			1,025				(1,025	) (b)			-
Total operating expenses			28,579				(6,114	)			22,465
Operating loss			(16,523	)			6,159				(10,364	)
Financial expenses, net			(667	)			-				(667	)
Loss before taxes on income			(17,190	)			6,159				(11,031	)
Taxes on income			177				-				177
Equity in loss of affiliate			(342	)			-				(342	)
Net loss		$	(17,355	)		$	6,159			$	(11,196	)
Net loss attributable to noncontrolling interest			-				-				-
Net loss attributable to shareholders		$	(17,355	)		$	6,159			$	(11,196	)
Basic and diluted net loss attributable to shareholders per ordinary share		$	(0.86	)		$	0.30			$	(0.56	)
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share			20,091,808								20,091,808

 

(a)

The effect of stock-based compensation in accordance with SFAS 123(R) and EITF 96-18.

(b)

The effect of amortization of intangible assets .

 

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ON TRACK INNOVATIONS LTD

RECONCILIATION BETWEEN GAAP TO NON-GAAP

 UNAUDITED STATEMENT OF OPERATIONS

(In thousands, except share and per share data)

 

		GAAP				Three months ended September 30, 2008 Adjustments				Non-GAAP
Revenues
Sales		$	10,317				-			$	10,317
Licensing and transaction fees			546				-				546
Total revenues			10,863								10,863
Cost of Revenues
Cost of sales			6,052				(15	) (a)			6,037
Total cost of revenues			6,052				(15	)			6,037
Gross profit			4,811				15				4,826
Operating Expenses
Research and development			3,008				(633	) (a)			2,375
Selling and marketing			2,911				(139	) (a)			2,772
General and administrative			3,210				(432	) (a)			2,778
Amortization of intangible assets			367				(367	) (b)			-
Total operating expenses			9,496				(1,571	)			7,925
Operating loss			(4,685	)			1,586				(3,099	)
Financial expenses, net			(101	)			-				(101	)
Loss before taxes on income			(4,786	)			1,586				(3,200	)
Taxes on income			55				-				55
Equity in loss of an affiliate			(92	)			-				(92	)
Net loss		$	(4,823	)		$	1,586			$	(3,237	)
Net loss attributable to noncontrolling interest			-				-				-
Net loss attributable to shareholders		$	(4,823	)		$	1,586			$	(3,237	)
Basic and diluted net loss per ordinary share		$	(0.23	)		$	0.07			$	(0.16	)
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share			20,857,776								20,857,776

(a)

The effect of stock-based compensation in accordance with SFAS 123(R) and EITF 96-18.

(b)

The effect of amortization of intangible assets.

 

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 ON TRACK INNOVATIONS LTD.

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except share and per share data)

 

 

		September 30				December 31
		2009				2008
		(Unaudited)				(Audited)
Assets
Current assets
Cash and cash equivalents		$	18,381			$	27,196
Short-term investments			-				904
Trade receivables (net of allowance for doubtful  accounts of $3,183 and $3,315 as of September 30, 2009  and December 31, 2008, respectively)			5,892				4,567
Other receivables and prepaid expenses			3,392				2,994
Inventories			13,041				12,343
Total current assets			40,706				48,004
Severance pay deposits fund			1,228				1,189
Investment in an affiliated company			-				-
Property, plant and equipment, net			20,082				18,613
Intangible assets, net			1,747				2,503
Total Assets		$	63,763			$	70,309

 

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ON TRACK INNOVATIONS LTD.

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except share and per share data)

 

		September 30				December 31
		2009				2008
		(Unaudited)				(Audited)
Liabilities and Shareholders' Equity
Current Liabilities
Short-term bank credit and current maturities
of long-term bank loans		$	6,247			$	4,984
Trade payables			8,551				8,071
Other current liabilities			4,113				3,517
Total current liabilities			18,911				16,572
Long-Term Liabilities
Long-term loans, net of current maturities			2,865				1,762
Accrued severance pay			3,615				3,672
Deferred tax liability			140				202
Total long-term liabilities			6,620				5,636
Total Liabilities			25,531				22,208
Commitments and Contingencies
Equity
Shareholders' Equity
Ordinary shares of NIS 0.1 par value: Authorized –  50,000,000 shares as of September 30, 2009 and  December 31, 2008; issued 23,066,829 and 21,534,788  shares as of September 30, 2009 and December 31, 2008,  respectively; outstanding 23,066,829 and 21,495,409 shares  as of September 30, 2009 and December 31, 2008, respectively			547				508
Additional paid-in capital			186,555				182,944
Accumulated other comprehensive income (loss)			500				(325	)
Accumulated deficit			(149,403	)			(135,441	)
Shareholder’s equity			38,199				47,686
Noncontrolling interest			33				415
Total Equity			38,232				48,101
Total Liabilities and Shareholders’ Equity		$	63,763			$	70,309

 

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ON TRACK INNOVATIONS LTD.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands, except share and per share data)

 

		Nine months ended September 30
		2009				2008
		(Unaudited)				(Unaudited)
Cash flows from operating activities
Net loss		$	(14,095	)		$	(17,355	)
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			2,886				5,134
Equity in loss of affiliate			-				342
Amortization of intangible assets			766				1,025
Depreciation			1,955				2,578
Accrued severance pay, net			(96	)			366
Decrease in deferred tax liabilities			(62	)			(183	)
Decrease (increase) in trade receivables			(1,222	)			878
Decrease (increase) in other receivables and prepaid expenses			(288	)			240
Decrease (increase) in inventories			(367	)			1,127
Increase (decrease) in trade payables			232				(2,420	)
Increase (decrease) in other current liabilities			438				(631	)
Other, net			(4	)			17
Net cash used in operating activities			(9,857	)			(8,882	)
Cash flows from investing activities
Acquisition of a consolidated subsidiary, net of cash acquired			-				(565	)
Proceeds from maturity of available -for sale securities and deposits			1,418				24,621
Purchase of available-for sale securities			(514	)			(28,574	)
Purchase of property and equipment			(2,693	)			(1,176	)
Other, net			19				21
Net cash used in investing activities			(1,770	)			(5,673	)
Cash flows from financing activities
Increase in short-term bank credit, net			1,148				333
Proceeds from long-term bank loans			1,437				-
Repayment of long-term bank loans			(388	)			(389	)
Proceeds from receipt on account of shares and exercise of options			510				768
Net cash provided by financing activities			2,707				712
Effect of exchange rate changes on cash			105				6
Decrease in cash and cash equivalents			(8,815	)			(13,837	)
Cash and cash equivalents at the beginning of the period			27,196				35,470
Cash and cash equivalents at the end of the period		$	18,381			$	21,633

 

 

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