-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KQJPdO8Wip89oGYR8K8rXrSCaG2kkT1ixxLzgaj3lemx6vvJ2tGfmBtCk2RuFRXP RhZu9SthCG3Z+DaI8Ri4Wg== 0001144204-03-002279.txt : 20030512 0001144204-03-002279.hdr.sgml : 20030512 20030512162051 ACCESSION NUMBER: 0001144204-03-002279 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030512 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRIC FUEL CORP CENTRAL INDEX KEY: 0000916529 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 954302784 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23336 FILM NUMBER: 03693008 BUSINESS ADDRESS: STREET 1: 632 BROADWAY STREET 2: STE 1200 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 6466542107 MAIL ADDRESS: STREET 1: 632 BROADWAY STREET 2: SUITE 1200 CITY: NEW YORK STATE: NY ZIP: 10012 8-K 1 doc1.txt ================================================================================ 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): May 12, 2003 ELECTRIC FUEL 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.) 632 Broadway, Suite 1200, New York, New York 10012 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (646) 654-2107 632 Broadway, Suite 301, New York, New York 10012 (Former name or former address, if changed since last report) ================================================================================ Page 1 of 6 Pages Exhibit Index appears on Page 4 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. A list of exhibits required is given in the Exhibit Index that precedes the exhibits filed with this report. Item 9. Regulation FD Disclosure. In accordance with SEC Release No. 33-8216, the following information, which is intended to be furnished pursuant to "Item 12. Results of Operations and Financial Condition" is instead being furnished under "Item 9. Regulation FD Disclosure." The information included in the attached Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing. On May 12, 2003, we publicly disseminated an earnings release (the "Release") announcing our financial results for the quarter ended March 31, 2003. A copy of the Release is attached as Exhibit 99.1 hereto. To supplement the consolidated financial results as determined in accordance with generally accepted accounting principles ("GAAP"), the Release presents a non-GAAP financial measure, "LBITDA" (Loss Before Interest, Taxes, Depreciation and Amortization). We believe that the use of LBITDA enhances overall understanding of our current financial performance and our progress towards cash-flow break even and toward GAAP profitability. As required by the Securities and Exchange Commission, LBITDA is reconciled to Net Loss in the Release. 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. ELECTRIC FUEL CORPORATION (Registrant) By: /s/ Robert S. Ehrlich ------------------------------------ Name: Robert S. Ehrlich Title: President, Chairman of the Board and Chief Executive Officer Dated: May 12, 2003 Page 2 EXHIBIT INDEX The following exhibits are filed with the Current Report on Form 8-K. Exhibit Number Description --------- ------------- 99.1.......Earnings press release dated May 12, 2003 Page 3 EX-99.1 3 doc2.txt AROTECH Earnings News 632 Broadway, Suite 1200 New York, New York 10012 Tel: (646) 654-2107 - Fax (646) 654-2187 www.arotech.com FOR IMMEDIATE RELEASE - ----------------------- AROTECH CORPORATION REPORTS RECORD FIRST QUARTER REVENUES AND GROSS PROFIT ----------------------------------- Loss dramatically reduced - Strategic shift to defense and homeland security "beginning to pay off" New York, New York, May 12, 2003 - Arotech Corporation (NasdaqNM: ARTX), a provider of quality advanced zinc-air batteries, multimedia interactive simulators/trainers and lightweight armoring for the military, law enforcement and homeland security markets, today reported first quarter 2003 results. Revenues for the quarter ended March 31, 2003 increased to $4.0 million as compared with $571,000, excluding discontinued operations, for the corresponding period of 2002. Gross profit for the quarter ended March 31, 2003 increased to $1.4 million as compared with $187,000 for the corresponding period of 2002. The respective increases are largely attributed to strong sales in the Defense and Security Products Division (IES and MDT) and initial sales of military batteries in the Battery Division. Loss Before Interest, Taxes, Depreciation and Amortization (LBITDA), excluding discontinued operations, for the quarter ended March 31, 2003 decreased to $538,000 as compared with $1.1 million for the corresponding period of 2002. Arotech believes that information concerning LBITDA enhances overall understanding of its current financial performance and its progress towards cash-flow break even and toward GAAP profitability. Arotech computes LBIDTA, which is a non-GAAP financial measure, as reflected in the table below. Net loss for the quarter ended March 31, 2003 decreased to $1.4 million as compared with $3.3 million for the corresponding quarter of 2002. Combined basic and diluted net loss per share for the quarter ended March 31, 2003 narrowed to $0.04 as compared with $0.11 for the corresponding period of 2002. Cash-on-hand and cash equivalents and certificate of deposit due within one year stood at the end of the quarter at approximately $2.5 million with backlog of orders in excess of $6.5 million. Arotech Chairman and CEO Robert S. Ehrlich commented, "We have begun to see positive results from our turnaround program. Our IES and MDT subsidiaries (more) are performing well, and our military battery business is starting to come on stream. We are pleased that our strategy to shift to defense and homeland security is beginning to pay off," concluded Ehrlich. Conference Call - --------------- Arotech Corporation will hold it first quarter 2003 conference call on Tuesday, May 13, 2003 at 10:00 AM EDT. To take part in the conference call, please call 1-800-500-0177 (US) or +1-719-457-2679 (International) a few minutes before the 10:00 AM EDT start time. For your convenience, an instant replay will be available Tuesday May 13, 2003 at 1:00 PM EDT until Thursday, May 15, 2003 at 8:00 PM EDT. The replay telephone number is 1-888-203-1112 (US); +1-719-457-0820 (International). The confirmation number is 364841. About Arotech Corporation - ------------------------- Arotech's corporate mission is to provide quality defense and security products for the military, law enforcement and homeland security markets, including advanced zinc-air batteries, multimedia interactive simulators/trainers and lightweight armoring. Arotech Corporation (www.arotech.com) operates two business divisions: Electric Fuel Batteries - developing and manufacturing zinc-air batteries for military and homeland security applications and developing electric vehicle batteries for zero emission public transportation; and Arotech Defense - consisting of IES Interactive, which provides advanced high-tech multimedia training systems for law enforcement and paramilitary organizations, and MDT Armor, which provides vehicle armoring for the military, industrial and private sectors. Arotech is incorporated in Delaware under the name "Electric Fuel Corporation" and has corporate and sales offices in New York and Denver with research, development and production subsidiaries in Alabama, Colorado and Israel. COMPANY CONTACTS: Conrad F. Mir Jonathan Whartman Director of Investor Relations Senior VP, Communications (646) 654-2109 1-800-281-0356 ext 622 mir@arotech.com whartman@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. 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 significantly. 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; significant future capital requirements; and other risk factors detailed in Arotech's most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and other filings (under the name Electric Fuel Corporation) 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. TABLES TO FOLLOW (more)
ELECTRIC FUEL CORPORATION (DOING BUSINESS AS AROTECH CORPORATION) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - -------------------------------------------------------------------------------------------------------------------------- Three months ended March 31, 2003 2002 -------------------- ------------------- Revenues..................................................................... $ 4,033,453 $ 570,545 Cost of revenues............................................................. 2,633,719 383,628 -------------------- ------------------- Gross profit................................................................. 1,399,734 186,917 Research and development..................................................... 358,039 100,500 Selling and marketing expenses............................................... 703,987 56,940 General and administrative expenses.......................................... 1,012,755 1,248,452 Amortization of intangible assets and in-process............................. 311,771 - -------------------- ------------------- 2,386,552 1,405,892 -------------------- ------------------- Operating loss............................................................... (986,818) (1,218,975) Financial (expenses) income, net............................................. (261,075) 64,164 -------------------- ------------------- Loss before minority interest in profit of a subsidiary...................... (1,247,893) (1,154,811) Minority interest in profit of a subsidiary.................................. (43,228) - -------------------- ------------------- Net loss from continuing operations.......................................... (1,291,121) (1,154,811) Net loss from discontinued operations ....................................... (95,962) (2,159,398) -------------------- ------------------- Net loss for the period...................................................... $ (1,387,083) $ (3,314,209) ==================== =================== Basic and diluted net loss per share from continuing operations.............. $ (0.04) $ (0.04) ==================== =================== Basic and diluted net loss per share from discontinued operations............ $ (0.00) $ (0.07) ==================== =================== Combined basic and diluted net loss per share ............................... $ (0.04) $ (0.11) ==================== =================== Weighted average number of shares outstanding................................ 34,758,960 30,149,210 ==================== =================== - -------------------------------------------------------------------------------------------------------------------------- Reconciliation of Non-GAAP Financial Measure To supplement Arotech's consolidated financial statements presented in accordance with GAAP, Arotech uses a non-GAAP measure, Loss Before Interest, Taxes, Depreciation and Amortization (LBITDA). This non-GAAP measure is provided to enhance overall understanding of Arotech's current financial performance and its progress towards cash-flow break even and toward GAAP profitability. Reconciliation of LBITDA to the nearest GAAP measure follows: LBITDA Three months ended March 31, 2003 2002 ----------------- ---------------- Net loss from continuing operations (GAAP measure).......... $ (1,291,122) $ (1,154,811) Add back: Interest expense (income), net.............................. 261,075 (64,164) Taxes....................................................... - - Depreciation of fixed assets................................ 180,591 139,500 Amortization of intangible assets........................... 311,771 - ----------------- ---------------- LBITDA (non-GAAP measure)................................... $ (537,685) $ (1,079,475) ================= ================ # # # # #
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