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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 10, 2015

AROTECH CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
  
0-23336
  
95-4302784
(State or other jurisdiction
  
(Commission
  
(IRS Employer
of incorporation)
  
File Number)
  
Identification No.)

1229 Oak Valley Drive, Ann Arbor, Michigan
  
48108
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code:
  
(800) 281-0356

                                                                                                                  
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):
 
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))
 
SEC 873 (11/14)

Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
 
 
 
 
 
 
Item 2.02                      Results of Operations and Financial Condition.
 
On August 10, 2015, Arotech Corporation (the “Registrant”) publicly disseminated an earnings release (the “Release”) announcing its financial results for the quarter and six months ended June 30, 2015. A copy of the Release is attached as Exhibit 99.1 hereto.
 
The information included in the attached Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical information regarding the Registrant’s results of operations and financial condition as of and for the quarter and six months ended June 30, 2015. In accordance with General Instructions B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01                      Financial Statements and Exhibits.
 
As described above, the following Exhibits are furnished as part of this Current Report on Form 8-K:
 
Exhibit
Number
Description
99.1
 
 
 
 
 
 
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.
 
 
AROTECH CORPORATION
  
 
(Registrant)
  
   
 
/s/ Steven Esses
   
Name:
Steven Esses
   
Title:
President and CEO
Dated:           August 10, 2015



Exhibit 99.1
 
 
graphic
Corporate News
 
 
FOR RELEASE AT 4PM ET AUGUST 10, 2015
 
Arotech Reports Second Quarter and Year-To-Date 2015 Results

Training and Simulation Division achieves important milestones for pivotal programs
·
Ann Arbor, Michigan – August 10, 2015 – Arotech Corporation (NasdaqGM: ARTX) today announced financial results for its quarter and six months ended June 30, 2015.

Second Quarter 2015 Financial and Business Highlights:
·  
Total revenues of $21.6 million
·  
Adjusted EPS of $(0.04)
·  
Completed relocation of facilities from Alabama to South Carolina expected to lower overhead costs in excess of $1.25 million on an annualized basis beginning in 2016; higher expenses related to the relocation contributed to lower Power Systems Division margins in Q2
·  
Unexpected order delays and failure of prime to get contract renewal cause revision of 2015 guidance
·  
Backlog of orders as of June 30, 2015 totaled approximately $58.7 million versus $74.1 million for the same time last year
·  
Simulation Division delivers final installation of Virtual Clearance Training Suite (VCTS) simulators as well as the first installation reflecting major upgrade package
·  
Simulation Division’s Boom Operator Simulator Systems (BOSS) receives important U.S. Air Force simulation certification

“This was a challenging quarter, indicative of the project-driven nature of our business, but we believe the strong demand we see for our systems over time will continue to reinforce our long-term outlook,” commented Steven Esses, Arotech’s President and CEO. “Demand for our advanced simulation and training solutions and more energy-efficient power systems remains strong, and we are in advanced discussions with a growing list of potential customers on projects that would represent a significant step-up in revenue and industry attention. Timing for revenue remains difficult to project, but we are encouraged by the growth and maturation of our pipeline.”

“We continue to generate strong margins in our simulation and training business and believe we are well positioned to win a number of new domestic and international contracts in the near-to-mid-term,” Esses added. “We are also continuing to invest in innovation and new products that will allow us to pursue opportunities outside of our core customer base in 2016 and beyond.”
 
 
 
 

“Performance in our Power Systems division remains unsatisfactory, but the steps we took in late 2014 and early 2015 to solidify our leadership team and advance our technical expertise are driving operational improvements, which we believe will lead to improved financial results going into next year,” Esses added. “These operational improvements are in place, and the benefits are beginning to impact our organization. We have the right team in place, and an offering which is resonating in the market, and we expect this to yield better results in 2016.”
 
Esses continued, “The integration and consolidation of our Power Systems division into our South Carolina manufacturing facilities is expected to enable us to lower overhead costs in excess of $1.25 million on an annualized basis beginning in 2016. During the quarter, however, we encountered a steeper than anticipated learning curve to train new employees, which impacted expenses. Subsequent to the end of the quarter we began to realize the benefit from our optimization, and we expect to realize continued improvements as a result of this co-location going forward.”
 
 
Second Quarter Financial Summary

Revenues for the second quarter were $21.6 million, compared to $27.8 million for the comparable period in 2014. The year-over-year decrease was driven, in large part, by unexpected program delays in the Power Systems division and orders that slipped into the second half of 2015 and beyond.

Gross profit for the quarter was $6.2 million, or 28.7% of revenues, compared to $10.0 million, or 35.8% of revenues, for the prior year period.

The operating loss for the second quarter of 2015 was $(1.7) million, compared to operating income of $2.3 million for the corresponding period in 2014. Operating costs and expenses in the quarter decreased by $2.2 million compared to the corresponding quarter in 2014, primarily due to lower revenues for the second quarter of 2015.  The Power Systems division incurred $153,000 in costs as part of consolidating operations in South Carolina in the second quarter of 2015.

Total other income for the second quarter of 2015 was $34,000 compared to $197,000 for the corresponding period in 2014.

The Company’s net loss for the second quarter was $(2.2) million, or $(0.10) per basic and diluted share, compared to net income of $1.8 million, or $0.09 per basic and diluted share, for the corresponding period last year.

Adjusted Earnings per Share (Adjusted EPS) for the quarter was $(0.04) compared to $0.15 for the corresponding period in 2014.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) for the quarter was a loss of approximately $200,000 compared to $4.0 million for the corresponding period of 2014.
 
 
2
 

Arotech believes that information concerning Adjusted EBITDA and Adjusted EPS enhances overall understanding of its current financial performance. Arotech computes Adjusted EBITDA and Adjusted EPS, which are non-GAAP financial measures, as reflected in the table below.


Year-To-Date Financial Summary

Revenues for the first six months were $45.9 million, compared to $50.2 million for the comparable period in 2014. The year-over-year decrease was driven, in large part, by unexpected program delays in the Power Systems division and orders that slipped into the second half of 2015 and beyond.

Gross profit for the first six months was $13.1 million, or 28.6% of revenues, compared to $17.3 million, or 34.5% of revenues, for the prior year period.

The operating loss for the first six months of 2015 was $(2.5) million, compared to operating income of $3.6 million for the corresponding period in 2014. Operating costs and expenses in the first six months increased by $1.7 million compared to the corresponding first six months in 2014, primarily due to $937,000 of costs incurred related to the consolidation of the Power Systems division in South Carolina and the year over year inclusion of UEC costs. It should be noted that UEC was purchased at the beginning of the second quarter of 2014, and thus there were two quarters of operating costs in 2015 versus one quarter of operating costs in 2014.

Total other income for the first six months of 2015 was $945,000 compared to $229,000 for the corresponding period in 2014. The improvement was due to the sale of the Company’s former facility in Alabama.

The Company’s net loss for the first six months was $(2.7) million, or ($0.12) per basic and diluted share, compared to net income of $2.8 million, or $0.14 per basic and diluted share, for the corresponding period last year.

Adjusted Earnings per Share (Adjusted EPS) for the first six months was $(0.02) compared to $0.25 for the corresponding period in 2014.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) for the first six month was $1.3 million compared to $6.3 million for the corresponding period of 2014.

Arotech believes that information concerning Adjusted EBITDA and Adjusted EPS enhances overall understanding of its current financial performance. Arotech computes Adjusted EBITDA and Adjusted EPS, which are non-GAAP financial measures, as reflected in the tables below.

 
3
 

Balance Sheet Metrics

As of June 30, 2015, the Company had $12.1 million in cash and cash equivalents and $239,000 in restricted collateral deposits, as compared to December 31, 2014, when the Company had $11.3 million in cash and $236,000 in restricted collateral deposits.

As of December 31, 2014, Arotech has net operating loss carryforwards for U.S. federal income tax purposes of $35.0 million, which are available to offset future taxable income, if any, expiring in 2021 through 2032. Utilization of U.S. net operating losses is subject to annual limitations due to provisions of the Internal Revenue Code of 1986 and similar state provisions. The Company accrued $150,000 in non-cash tax expenses in the second quarter of 2015, reflecting the uncertainty of the deductibility of intangible expenses for federal income tax purposes.

As of June 30, 2015, the Company had total debt of $25.3 million, consisting of $6.5 million in short-term bank debt under its credit facility, $4.4 million in short-term debt and $14.5 million in long-term loans. This is in comparison to December 31, 2014, when the Company had total debt of $21.3 million, consisting of $4.4 million in short-term debt and $16.9 million in long-term loans.

The Company also had $6.0 million in available, unused bank lines of credit with its primary bank as of June 30, 2015, under a $15.0 million credit facility through its FAAC subsidiary, which was secured by the assets of the Company’s U.S. subsidiaries and guaranteed by Arotech.

The Company had a current ratio (current assets/current liabilities) of 2.0, compared with the December 31, 2014 current ratio of 2.0.

Business Outlook

The Company is adjusting its full-year 2015 guidance for total revenue of $100 to $105 million, with Adjusted Earnings per Share (Adjusted EPS) of $0.08 to $0.10 and Adjusted EBITDA of $5.0 million to $5.75 million. This outlook includes only organic contribution, and does not take any potential acquisition activity into account. Adjusted EPS is based on the weighted diluted shares outstanding as of June 30, 2015, which was approximately 24 million. The financial guidance provided is as of today and Arotech undertakes no obligation to update its estimates in the future.

Conference Call

The Company will host a conference call Tuesday, August 11, 2015 at 9:00 a.m. ET. To access the conference call interested investors should dial:

US:  1-888-438-5524
 
 
4
 

International: + 1-719-325-2455

The conference call will also be broadcasted live as a listen-only webcast on the investor relations section of Arotech's website at http://www.arotech.com/.

The online webcast will be archived on Arotech’s website for at least 90 days and a telephonic playback of the conference call will also be available by calling 1-877-870-5176 within the U.S. and 1-858-384-5517 internationally. The telephonic playback will be available beginning at 12:00pm Eastern time on Tuesday, August 11, 2015, and continue through 11:59 pm Eastern time on Tuesday, August 18, 2015. The replay passcode is 6296680.

About Arotech Corporation

Arotech Corporation is a leading provider of quality defense and security products for the military, law enforcement and homeland security markets, including multimedia interactive simulators/trainers and advanced battery solutions, innovative energy management and power distribution technologies, and zinc-air and lithium batteries and chargers. Arotech operates two major business divisions: Training and Simulation, and Power Systems.

Arotech is incorporated in Delaware, with corporate offices in Ann Arbor, Michigan, and research, development and production subsidiaries in Michigan, South Carolina, and Israel. For more information on Arotech, please visit Arotech’s website at www.arotech.com.

Except for the historical information herein, the matters discussed in this news release include forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management's current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, readers are cautioned not to place undue reliance on these forward-looking statements, as they are subject to various risks and uncertainties that may cause actual results to vary materially. These risks and uncertainties include, but are not limited to, risks relating to: product and technology development; the uncertainty of the market for Arotech's products; changing economic conditions; delay, cancellation or non-renewal, in whole or in part, of contracts or of purchase orders (including as a result of budgetary cuts resulting from automatic sequestration under the Budget Control Act of 2011); and other risk factors detailed in Arotech's most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and other filings with the Securities and Exchange Commission. Arotech assumes no obligation to update the information in this release. Reference to the Company’s website above does not constitute incorporation of any of the information thereon into this press release.

 
Investor Relations Contacts:

Brett Maas / Rob Fink
Hayden IR
(646) 536.7331 / (646) 415.8972
ARTX@haydenir.com
 
 
5
 
 
CONDENSED CONSOLIDATED BALANCE SHEET SUMMARY (UNAUDITED)
(U.S. Dollars)
 
   
June 30, 2015
    
December 31, 2014
  
ASSETS
 
    
 
  
CURRENT ASSETS:
 
    
 
  
Cash and cash equivalents
   $ 12,323,761     $ 11,528,212  
Trade receivables
     14,788,292       17,595,811  
Unbilled receivables
     12,632,064       15,937,060  
Other accounts receivable and prepaid
     1,985,366       1,155,548  
Inventories
     9,926,450       9,811,783  
TOTAL CURRENT ASSETS
     51,655,933       56,028,414  
LONG TERM ASSETS:
                
Property and equipment, net
     6,593,235       6,462,949  
Other long term assets
     5,306,856       4,985,400  
Intangible assets, net
     10,274,098       11,840,365  
Goodwill
     45,609,459       45,422,219  
TOTAL LONG TERM ASSETS
     67,783,648       68,710,933  
TOTAL ASSETS
   $ 119,439,581     $ 124,739,347  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                
CURRENT LIABILITIES:
                
Trade payables
   $ 4,523,321     $ 6,772,082  
Other accounts payable and accrued expenses
     5,327,268       9,105,214  
Current portion of long term debt
     4,358,554       4,380,730  
Short term bank credit
     6,460,000       33,238  
Deferred revenues
     5,811,802       7,826,178  
TOTAL CURRENT LIABILITIES
     26,480,945       28,117,442  
LONG TERM LIABILITIES:
                
Accrued Israeli statutory/contractual severance pay
     7,465,656       7,051,630  
Long term portion of debt
     14,514,885       16,934,360  
Other long-term liabilities
     6,630,352       6,280,467  
TOTAL LONG-TERM LIABILITIES
     28,610,893       30,266,457  
TOTAL LIABILITIES
     55,091,838       58,383,899  
STOCKHOLDERS’ EQUITY:
                
TOTAL STOCKHOLDERS’ EQUITY (NET)
     64,347,743       66,355,448  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
   $ 119,439,581     $ 124,739,347  
 
 
6
 
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(U.S. Dollars, except share data)
 
 
 
Six months ended June 30,
 
 
Three months ended June 30,
 
 
 
2015
 
 
2014
 
 
2015
 
 
2014
 
Revenues
 
$
45,870,933
 
 
$
50,211,986
 
 
$
21,644,225
 
 
$
27,829,186
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
Cost of revenues
 
 
32,750,960
 
 
 
32,906,461
 
 
 
15,426,613
 
 
 
17,863,150
 
Research and development expenses
 
 
2,344,814
 
 
 
1,931,958
 
 
 
1,250,550
 
 
 
936,445
 
Selling and marketing expenses
 
 
2,622,790
 
 
 
2,977,553
 
 
 
1,397,374
 
 
 
1,545,785
 
General and administrative expenses
 
 
9,076,501
 
 
 
7,806,266
 
 
 
4,527,476
 
 
 
4,267,593
 
Amortization of intangible assets
 
 
1,566,267
 
 
 
961,183
 
 
 
705,494
 
 
 
887,064
 
Total operating costs and expenses
 
 
48,361,332
 
 
 
46,583,421
 
 
 
23,307,507
 
 
 
25,500,037
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
Operating income (loss)
 
 
(2,490,399
)
 
 
3,628,565
 
 
 
(1,663,282
)
 
 
2,329,149
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
Other income
 
 
945,481
 
 
 
229,421
 
 
 
34,052
 
 
 
197,308
 
Financial expense, net
 
 
(571,005
)
 
 
(682,648
)
 
 
(243,397
)
 
 
(563,647
)
Total other income (expense)
 
 
374,476
  
 
 
(453,227
)
 
 
(209,345
)
 
 
(366,339
)
Income (loss) before income tax expense
 
 
(2,115,923
)
 
 
3,175,338
 
 
 
(1,872,627
)
 
 
1,962,810
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
Income tax expense
 
 
609,724
 
 
 
378,561
 
 
 
370,343
 
 
 
180,125
 
Net income (loss)
 
 
(2,725,647
)
 
 
2,796,777
 
 
 
(2,242,970
)
 
 
1,782,685
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
Other comprehensive income, net of income tax:
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
Foreign currency translation adjustment
 
 
383,346
 
 
 
101,109
 
 
 
628,860
 
 
 
147,192
 
Comprehensive income (loss)
 
$
(2,342,301
)
 
$
2,897,886
 
 
$
(1,614,110
)
 
$
1,929,877
 
 
 
 
  
 
 
 
 
 
 
 
  
 
 
 
 
 
Basic net income (loss) per share
 
$
(0.12
)
 
$
0.14
 
 
$
(0.10
)
 
$
0.09
 
                                 
Diluted net income (loss) per share
 
$
(0.12
)
 
$
0.14
  
 
$
(0.10
)
 
$
0.09
 
Weighted average number of shares used in computing basic net income (loss) per share
 
 
23,451,687
 
 
 
19,892,242
 
 
 
23,599,230
 
 
 
20,311,830
 
Weighted average number of shares used in computing diluted net income (loss) per share
 
 
23,451,687
 
 
 
20,494,982
 
 
 
23,599,230
 
 
 
20,914,570
 
 
 
7
 
 
Reconciliation of Non-GAAP Financial Measure – Adjusted EBITDA
 
To supplement Arotech’s consolidated financial statements presented in accordance with U.S. GAAP, Arotech uses a non-GAAP measure, Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA). This non-GAAP measure is provided to enhance overall understanding of Arotech’s current financial performance. Reconciliation of Adjusted EBITDA to the nearest GAAP measure follows:
 
   
Six months ended June 30,
    
Three months ended June 30,
  
   
2015
    
2014
    
2015
    
2014
  
Net income (loss) (GAAP measure)
   $ (2,725,647 )   $ 2,796,777     $ (2,242,970 )   $ 1,782,685  
Add back:
                                
Financial expense – including interest
     571,005       682,648       243,397       563,647  
Income tax expenses 
     609,724       378,561       370,344       180,125  
Depreciation and amortization expense 
     2,482,485       1,655,525       1,142,252       1,277,652  
Other adjustments* 
     1,292,400       787,294       321,781       155,371  
Armor building sale
     (895,000 )     –       –       –  
Adjusted EBITDA
   $ 1,334,967     $ 6,300,805     $ (165,197 )   $ 3,959,480  
*     Includes stock compensation expense, one-time transaction expenses and other non-cash expenses.
 


 
8
 
 
Reconciliation of Non-GAAP Financial Measure – Adjusted EPS
 
To supplement Arotech’s consolidated financial statements presented in accordance with U.S. GAAP, Arotech uses a non-GAAP measure, Adjusted Earnings Per Share (Adjusted EPS). This non-GAAP measure is provided to enhance overall understanding of Arotech’s current financial performance. Reconciliation of Adjusted EPS to the nearest GAAP measure follows:
 
CALCULATION OF ADJUSTED EARNINGS PER SHARE
(U.S. $ in thousands, except per share data)
 
   
Six Months ended June 30,
    
Three Months ended June 30,
  
   
2015
    
2014
    
2015
    
2014
  
                         
Revenue (GAAP measure)
   $ 45,871     $ 50,212     $ 21,644     $ 27,829  
Net (loss)/ income (GAAP measure)
   $ (2,726 )   $ 2,797     $ (2,243 )   $ 1,783  
Adjustments:
                                
Amortization
     1,566       961       705       887  
Stock compensation 
     335       258       176       128  
Non-cash taxes 
     299       299       150       150  
Transition and Acquisition costs
     1,008       759       180       224  
Armor building sale 
     (895 )     –       –       –  
Net adjustments
   $ 2,313     $ 2,277     $ 1,211     $ 1,389  
Adjusted net income (loss) 
   $ (413 )   $ 5,074     $ (1,032 )   $ 3,172  
Number of shares 
     23,452       20,495       23,599       20,915  
Adjusted EPS
   $ (0.02 )   $ 0.25     $ (0.04 )   $ 0.15  

 
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