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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):
November 9, 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)

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Item 2.02                      Results of Operations and Financial Condition.
 
On November 9, 2015, Arotech Corporation (the “Registrant”) publicly disseminated an earnings release (the “Release”) announcing its financial results for the quarter and nine months ended September 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 nine months ended September 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:           November 9, 2015

 
 
 
 
 

 


Exhibit 99.1
 
 
graphic
Corporate News
 
 
FOR RELEASE AT 4:05PM ET NOVEMBER 9, 2015
 
Arotech Reports Third Quarter and Year-To-Date 2015 Results

Ann Arbor, Michigan – November 9, 2015 Arotech Corporation (NasdaqGM: ARTX) today announced financial results for its quarter and nine months ended September 30, 2015.

Third Quarter 2015 Financial and Business Highlights:
·
Total revenues of $23.3 million versus $24.8 million for the same time last year and $21.6 million from the prior quarter
·
Adjusted EPS of $0.03 versus $0.07 for the same time last year and $(0.04) from the prior quarter
·
Adjusted EBITDA of $1.5 million compared to $2.6 million for the same time last year and $(200,000) from the prior quarter
·
Backlog of orders as of September 30, 2015 totaled approximately $61.1 million versus $74.1 million for the same time last year and $58.7 million from the prior quarter
·
Implemented cost reduction initiatives to increase operational efficiencies in the company’s Power Systems Division
·
Simulation Division awarded five new contracts for the company’s MILO Theater Product
 
“We took specific and targeted actions during the third quarter to implement important changes that should produce significant improvement and improved profitability and that are aligned with our strategy and support our long-term outlook for the business,” commented Steven Esses, Arotech’s President and CEO. “We added to our backlog, reduced our staffing-related expenses, instituted performance metrics and controls and continued our investment in feature-rich product enhancements to support our pursuit of opportunities outside of our core customer base.”

“Our simulation and training business again generated strong margins as we deliver on a number of new customer deployments and follow-on orders,” Esses added. “The MILO Range Theater system, which provides a fully immersive training environment, continues to gain traction in the market. At the same time, we expect our focus on improving efficiencies, growing the revenue base, and right-sizing overheads to improve the performance of our Power Systems division and enhance operational efficiency, will lead to improved financial results going into 2016.”

“Demand for our advanced simulation and training solutions and more effective power systems remains strong,” Esses continued. “We are creating new products, expanding our pipeline of new opportunities and better aligning our cost structure, which we believe will position us to meet market demands, grow our business and bring improved profitability. We believe we have the right team in place, and an offering which is resonating in the market to drive improved financial results.”
 
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Third Quarter Financial Summary

Revenues for the third quarter were $23.3 million, compared to $24.8 million for the comparable period in 2014. The year-over-year decrease was driven by unexpected program delays on existing orders in the Power Systems division and delays of new orders that have shifted to future quarters.

Gross profit for the quarter was $7.0 million, or 30.2% of revenues, compared to $8.0 million, or 32.3% of revenues, for the prior year period.

Operating income for the third quarter of 2015 was $94,000, compared to $1.2 million for the corresponding period in 2014. Operating expenses in the quarter were $6.8 million in the third quarter of 2014 compared to $6.9 million this year. The Power Systems division incurred $60,000 in costs related to the consolidation of its operations in its South Carolina facility during the third quarter of 2015.

Total other income for the third quarter of 2015 was a loss of $(106,000) compared to a gain of $59,000 for the corresponding period in 2014.

The Company’s net loss for the third quarter was $(618,000), or $(0.03) per basic and diluted share, compared to net income of $379,000, or $0.02 per basic and diluted share, for the corresponding period last year.

Adjusted Earnings per Share (Adjusted EPS) for the quarter was $0.03 compared to $0.07 for the corresponding period in 2014.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) for the quarter was approximately $1.5 million compared to $2.6 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.

Year-To-Date Financial Summary

Revenues for the first nine months were $69.2 million, compared to $75.0 million for the comparable period in 2014. The year-over-year decrease was driven, in large part, by unexpected program delays on existing orders in the Power Systems division and delays of new orders that have shifted to future quarters.

Gross profit for the first nine months was $20.2 million, or 29.1% of revenues, compared to $25.3 million, or 33.8% of revenues, for the prior year period.

The operating loss for the first nine months of 2015 was $(2.4) million, compared to operating income of $4.8 million for the corresponding period in 2014. Operating expenses in the first nine months of 2015 increased by $2.1 million compared to the corresponding period last year, primarily due to approximately $1 million of costs incurred related to the consolidation of the Power Systems division facility in South Carolina and the year over year inclusion of UEC costs.
 
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Total other income for the first nine months of 2015 was $840,000 compared to $288,000 for the corresponding period in 2014. The improvement was due to the 2015 sale of the Company’s former facility in Alabama.

The Company’s net loss for the first nine months was $(3.3) million, or ($0.14) per basic and diluted share, compared to net income of $3.2 million, or $0.15 per basic and diluted share, for the corresponding period last year.

Adjusted Earnings per Share (Adjusted EPS) for the first nine months was $0.01 compared to $0.31 for the corresponding period in 2014.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) for the first nine months was $2.9 million compared to $8.9 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.

Balance Sheet Metrics

As of September 30, 2015, the Company had $11.3 million in cash and cash equivalents, as compared to December 31, 2014, when the Company had $11.5 million in cash and cash equivalents.

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 $387,000 in non-cash tax expenses in the third quarter of 2015, reflecting the uncertainty of the deductibility of intangible expenses for federal income tax purposes.

As of September 30, 2015, the Company had total debt of $23.6 million, consisting of $5.8 million in short-term bank debt under its credit facility and $17.8 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 negligible short-term debt and $21.3 million in long-term loans.

The Company also had $6.6 million in available, unused bank lines of credit with its primary bank as of September 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.
 
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Conference Call

The Company will host a conference call today, Monday, November 9, 2015 at 4:30 pm Eastern Time, to review the company’s financial results and business outlook.

To participate, please call one of the following telephone numbers. Please dial in at least 10 minutes before the start of the call:

US:  1-888-455-2260

International: + 1-719-325-2144

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 the 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 7:30 pm Eastern time on Monday, November 9, 2015, and continue through 11:59 pm Eastern time on Monday, November 16, 2015. The replay passcode is 6901429.

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
 
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CONDENSED CONSOLIDATED BALANCE SHEET SUMMARY (UNAUDITED)
(U.S. Dollars)
 
   
September 30, 2015
   
December 31, 2014
 
ASSETS
 
 
   
 
 
CURRENT ASSETS:
 
 
   
 
 
Cash and cash equivalents
  $ 11,260,996     $ 11,528,212  
Trade receivables
    16,173,719       17,595,811  
Unbilled receivables
    10,701,463       15,937,060  
Other accounts receivable and prepaid
    1,524,401       1,155,548  
Inventories
    9,974,354       9,811,783  
TOTAL CURRENT ASSETS
    49,634,933       56,028,414  
LONG TERM ASSETS:
               
Property and equipment, net
    6,327,377       6,462,949  
Other long term assets
    5,256,257       4,985,400  
Intangible assets, net
    9,904,923       11,840,365  
Goodwill
    45,371,250       45,422,219  
TOTAL LONG TERM ASSETS
    66,859,807       68,710,933  
TOTAL ASSETS
  $ 116,494,740     $ 124,739,347  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES:
               
Trade payables
  $ 4,833,501     $ 6,772,082  
Other accounts payable and accrued expenses
    5,093,817       9,105,214  
Current portion of long term debt
    4,355,436       4,380,730  
Short term bank credit
    5,760,000       33,238  
Deferred revenues
    5,204,867       7,826,178  
TOTAL CURRENT LIABILITIES
    25,247,621       28,117,442  
LONG TERM LIABILITIES:
               
Accrued Israeli statutory/contractual severance pay
    7,406,330       7,051,630  
Long term portion of debt
    13,417,500       16,934,360  
Other long-term liabilities
    7,042,147       6,280,467  
TOTAL LONG-TERM LIABILITIES
    27,865,977       30,266,457  
TOTAL LIABILITIES
    53,113,598       58,383,899  
STOCKHOLDERS’ EQUITY:
               
TOTAL STOCKHOLDERS’ EQUITY (NET)
    63,381,142       66,355,448  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 116,494,740     $ 124,739,347  
 
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(U.S. Dollars, except share data)
 
   
Nine months ended September 30,
   
Three months ended September 30,
 
   
2015
   
2014
   
2015
   
2014
 
Revenues
  $ 69,160,381     $ 74,995,339     $ 23,289,448     $ 24,783,353  
                                 
Cost of revenues
    49,005,379       49,682,017       16,254,419       16,775,556  
Research and development expenses
    3,288,003       2,857,144       943,189       925,186  
Selling and marketing expenses 
    3,810,662       4,180,519       1,187,872       1,202,966  
General and administrative expenses
    13,165,943       11,606,038       4,089,442       3,799,772  
Amortization of intangible assets
    2,286,384       1,828,635       720,117       867,452  
Total operating costs and expenses
    71,556,371       70,154,353       23,195,039       23,570,932  
                                 
Operating income
    (2,395,990 )     4,840,986       94,409       1,212,421  
                                 
Other income
    839,772       288,252       (105,709 )     58,831  
Financial expenses, net
    (887,771 )     (1,098,755 )     (316,766 )     (416,107 )
Total other (income) expense
    (47,999 )     (810,503 )     (422,475 )     (357,276 )
Income from continuing operations before income tax expense
    (2,443,989 )     4,030,483       (328,066 )     855,145  
                                 
Income tax expense
    899,629       855,178       289,905       476,617  
Income from continuing operations
    (3,343,618 )     3,175,305       (617,971 )     378,528  
Loss from discontinued operations, net of income tax
                       
Net income
    (3,343,618 )     3,175,305       (617,971 )     378,528  
                                 
Other comprehensive income, net of income tax
                               
Foreign currency translation adjustment
    (106,019 )     (648,740 )     (489,365 )     (749,849 )
Comprehensive income
  $ (3,449,637 )   $ 2,526,565     $ (1,107,336 )   $ (371,321 )
                                 
Basic net income per share – continuing operations
  $ (0.14 )   $ 0.15     $ (0.03 )   $ 0.02  
Basic net income/loss per share – discontinued operations
  $     $     $     $  
Basic net income per share
  $ (0.14 )   $ 0.15     $ (0.03 )   $ 0.02  
                                 
Diluted net income per share – continuing operations
  $ (0.14 )   $ 0.15     $ (0.03 )   $ 0.02  
Diluted net income/loss per share – discontinued operations
  $     $     $     $  
Diluted net income per share
  $ (0.14 )   $ 0.15     $ (0.03 )   $ 0.02  
Weighted average number of shares used in computing basic net income/loss per share
    23,452,773       20,998,023       23,684,904       23,137,808  
Weighted average number of shares used in computing diluted net income/loss per share
    23,452,773       21,600,763       23,684,904       23,740,548  
 
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Reconciliation of Non-GAAP Financial Measure – Continuing Operations
 
To supplement Arotech’s consolidated financial statements presented in accordance with U.S. GAAP, Arotech uses a non-GAAP measure, Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA). This non-GAAP measure is provided to enhance overall understanding of Arotech’s current financial performance and its progress towards GAAP profitability. Reconciliation of EBITDA to the nearest GAAP measure follows:
 
   
Nine months ended
September 30,
   
Three months ended September 30,
 
   
2015
   
2014
   
2015
   
2014
 
Net income (GAAP measure)
 
$
(3,343,618
)
 
$
3,175,302
   
$
(617,971
)
 
$
378,528
 
Add back:
                               
Financial expense – including interest
   
942,999
     
810,503
     
422,475
     
357,276
 
Income tax expenses 
   
899,629
     
855,178
     
289,905
     
476,617
 
Depreciation and amortization expense 
   
3,662,420
     
2,945,234
     
1,179,936
     
1,289,709
 
Other adjustments*
   
1,601,640
     
1,160,644
     
258,760
     
143,930
 
Armor building sale
   
(895,000
)
   
     
     
 
Total adjusted EBITDA
 
$
2,868,070
   
$
8,946,861
   
$
1,533,105
   
$
2,646,060
 
 

*     Includes stock compensation expense, one-time transaction expenses and other non-cash expenses.

 
CALCULATION OF ADJUSTED EARNINGS PER SHARE
(U.S. $ in thousands, except per share data)
 
   
Nine months ended September 30,
   
Three months ended September 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
Revenue (GAAP measure)
  $ 69,160     $ 74,995     $ 23,289     $ 24,783  
Net (Loss)/ Income (GAAP measure)
  $ (3,344 )   $ 3,175     $ (618 )   $ 379  
Adjustments:
                               
Amortization
    2,286       1,829       720       867  
Stock compensation 
    476       393       141       136  
Non-cash taxes 
    687       548       387       248  
Transition and Acquisition costs
    1,126       767       118       8  
Armor building sale 
    (895 )                  
Net adjustments
  $ 3,680     $ 3,537     $ 1,366     $ 1,259  
Adjusted Net Income 
  $ 336     $ 6,712     $ 748     $ 1,638  
Number of shares 
    23,453       21,601       23,685       23,741  
Adjusted EPS
  $ 0.01     $ 0.31     $ 0.03     $ 0.07  

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