OMB APPROVAL
OMB Number:                      3235-0070
Expires:                  September 30, 2018
Estimated average burden
hours per response                       187.43
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 

 
FORM 10-Q
 

 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2018.

Commission file number: 0-23336

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

Delaware
 
95-4302784
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

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

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

______________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer: £
Accelerated filer: T
Non-accelerated filer: £
(Do not check if a smaller reporting company)
Smaller reporting company: £
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. £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £   No T

The number of shares outstanding of the issuer’s common stock as of August 6, 2018 was 26,486,152.

SEC 1296 (01-12)
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.


 

TABLE OF CONTENTS

Item
 
Page
PART I - FINANCIAL INFORMATION
 
 
Item 1 – Financial Statements (Unaudited):
 
3
Condensed Consolidated Balance Sheets at June 30, 2018 and December 31, 2017
 
3
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2018 and 2017
 
4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017
 
5
Notes to the Interim Condensed Consolidated Financial Statements
 
6
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
16
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
 
21
Item 4 – Controls and Procedures
 
21
 
 
 
PART II - OTHER INFORMATION
 
 
Item 6 – Exhibits
 
22
 
 
 
SIGNATURES
 
23
 



Table of Contents

 
 
PART I
ITEM 1.       FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars)
 
 
 
June 30,
2018
   
December 31,
2017
 
 
 
(Unaudited)
       
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
7,477,354
   
$
5,205,246
 
Restricted collateral deposits
   
191,101
     
283,508
 
Trade receivables
   
14,331,028
     
19,258,960
 
Unbilled receivables
   
16,478,741
     
16,094,515
 
Other accounts receivable and prepaid expenses
   
2,272,989
     
2,342,220
 
Inventories
   
9,787,946
     
8,654,878
 
Total current assets
   
50,539,159
     
51,839,327
 
LONG TERM ASSETS:
               
Contractual and Israeli statutory severance pay fund
   
3,688,152
     
3,754,789
 
Other long term receivables
   
499,161
     
184,331
 
Property and equipment, net
   
8,965,582
     
9,276,088
 
Other intangible assets, net
   
4,543,187
     
5,205,605
 
Goodwill
   
46,138,036
     
46,138,036
 
Total long term assets
   
63,834,118
     
64,558,849
 
Total assets
 
$
114,373,277
   
$
116,398,176
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES:
               
Trade payables
 
$
4,850,996
   
$
5,560,196
 
Other accounts payable and accrued expenses
   
4,645,437
     
6,640,154
 
Current portion of long term debt
   
2,232,803
     
2,248,043
 
Short term bank credit
   
5,571,024
     
5,092,088
 
Deferred revenues
   
7,048,675
     
6,778,313
 
Total current liabilities
   
24,348,935
     
26,318,794
 
LONG TERM LIABILITIES:
               
Contractual and accrued Israeli statutory severance pay
   
4,663,751
     
4,709,807
 
Long term portion of debt
   
7,456,259
     
8,570,524
 
Deferred income tax liability
   
5,962,555
     
5,600,721
 
Other long term liabilities
   
112,636
     
105,112
 
Total long-term liabilities
   
18,195,201
     
18,986,164
 
Total liabilities
   
42,544,136
     
45,304,958
 
STOCKHOLDERS’ EQUITY:
               
Share capital –
               
Common stock – $0.01 par value each;
Authorized: 50,000,000 shares as of June 30, 2018 and December 31, 2017;
Issued and outstanding: 26,486,152 shares and 26,395,048 shares as of
June 30, 2018 and December 31, 2017, respectively
   
264,862
     
263,951
 
Preferred shares – $0.01 par value each;
Authorized: 1,000,000 shares as of June 30, 2018 and December 31, 2017;
No shares issued or outstanding as of June 30, 2018 and December 31, 2017
   
     
 
Additional paid-in capital
   
250,962,076
     
250,826,873
 
Accumulated deficit
   
(180,889,686
)
   
(181,568,757
)
Notes receivable from stockholders
   
(908,054
)
   
(908,054
)
Accumulated other comprehensive income
   
2,399,943
     
2,479,205
 
Total stockholders’ equity
   
71,829,141
     
71,093,218
 
Total liabilities and stockholders’ equity
 
$
114,373,277
   
$
116,398,176
 


The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

3

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
(U.S. Dollars, except share data)
 
 
 
Six months ended June 30,
   
Three months ended June 30,
 
 
 
2018
   
2017
   
2018
   
2017
 
Revenues
 
$
49,123,118
   
$
43,796,138
   
$
21,874,609
   
$
21,448,693
 
 
                               
Cost of revenues
   
34,812,163
     
31,333,994
     
15,275,082
     
15,466,496
 
Research and development expenses
   
1,764,995
     
1,759,850
     
728,293
     
764,416
 
Selling and marketing expenses
   
3,809,461
     
3,967,444
     
1,931,388
     
1,971,477
 
General and administrative expenses
   
6,211,813
     
5,856,588
     
2,985,879
     
2,839,370
 
Amortization of intangible assets
   
906,742
     
1,219,653
     
391,831
     
521,660
 
Total operating costs and expenses
   
47,505,174
     
44,137,529
     
21,312,473
     
21,563,419
 
 
                               
Operating income (loss)
   
1,617,944
     
(341,391
)
   
562,136
     
(114,726
)
 
                               
Other income (expense), net
   
7,399
     
10,260
     
7,396
     
(1,894
)
Financial expense, net
   
(522,887
)
   
(549,044
)
   
(309,779
)
   
(215,187
)
Total other expense
   
(515,488
)
   
(538,784
)
   
(302,383
)
   
(217,081
)
Income (loss) before income tax expense
   
1,102,456
     
(880,175
)
   
259,753
     
(331,807
)
 
                               
Income tax expense
   
423,385
     
482,760
     
176,271
     
262,820
 
Net income (loss)
   
679,071
     
(1,362,935
)
   
83,482
     
(594,627
)
 
                               
Other comprehensive income, net of income tax:
                               
Foreign currency translation adjustment
   
(79,262
)
   
1,586,174
     
(55,002
)
   
671,142
 
Comprehensive income
 
$
599,809
   
$
223,239
   
$
28,480
   
$
76,515
 
 
                               
Loss per share of common stock:
                               
Basic net income (loss) per share
 
$
0.03
   
$
(0.05
)
 
$
0.00
   
$
(0.02
)
Diluted net income (loss) per share
 
$
0.03
   
$
(0.05
)
 
$
0.00
   
$
(0.02
)
Weighted average number of shares used in computing basic net loss per share
   
26,457,133
     
26,193,509
     
26,432,094
     
26,216,775
 
Weighted average number of shares used in computing diluted net loss per share
   
26,457,133
     
26,193,509
     
26,432,094
     
26,216,775
 


The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.
4

Table of Contents

 
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(U.S. Dollars)

 
 
Six months ended June 30,
 
 
 
2018
   
2017
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income (loss)
 
$
679,071
   
$
(1,362,935
)
Adjustments required to reconcile net income (loss) to net cash provided by operating activities:
               
Depreciation
   
960,557
     
862,555
 
Amortization of intangible assets
   
906,742
     
1,219,653
 
Stock based compensation
   
190,269
     
192,926
 
Deferred tax provision
   
361,834
     
457,272
 
Changes in operating assets and liabilities:
               
Trade receivables
   
4,840,684
     
1,922,996
 
Unbilled receivables
   
(384,226
)
   
954,274
 
Other accounts receivable and prepaid expenses
   
(250,515
)
   
(506,040
)
Inventories
   
(1,157,602
)
   
20,873
 
Severance pay, net
   
(26,425
)
   
(1,954,264
)
Trade payables
   
(719,743
)
   
194,400
 
Other accounts payable and accrued expenses
   
(2,022,522
)
   
(676,302
)
Deferred revenues
   
270,362
     
(1,475,989
)
Net cash provided by (used in) operating activities
 
$
3,648,486
   
$
(150,581
)
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchases of property and equipment
 
$
(652,156
)
 
$
(3,155,303
)
Additions to capitalized software
   
(244,324
)
   
(128,367
)
Net cash used in investing activities
 
$
(896,480
)
 
$
(3,283,670
)
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from long term debt
 
$
   
$
2,150,000
 
Repayment of long term debt
   
(1,129,505
)
   
(701,211
)
Other financing activities
   
(54,155
)
   
 
Change in short term bank credit
   
478,936
     
857,843
 
Net cash (used in) provided by financing activities
 
$
(704,724
)
 
$
2,306,632
 
INCREASE (DECREASE) IN CASH, RESTRICTED CASH, AND CASH EQUIVALENTS
 
$
2,047,282
   
$
(1,127,619
)
CASH DIFFERENCES DUE TO EXCHANGE RATE DIFFERENCES
   
132,419
     
(903,962
)
CASH, RESTRICTED CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD
 
$
5,488,754
   
$
7,130,983
 
CASH, RESTRICTED CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
 
$
7,668,455
   
$
5,099,402
 
SUPPLEMENTARY CASH FLOW INFORMATION:
               
Interest paid during the period
 
$
455,797
   
$
339,058
 
Taxes paid on income during the period
 
$
51,410
   
$
112,822
 
 

The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.


5

Table of Contents

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1:          BASIS OF PRESENTATION

a.         Company:

Arotech Corporation (“Arotech”) and its wholly-owned subsidiaries (the “Company”) provide defense and security products for the military, law enforcement, emergency services and homeland security markets, including multimedia interactive simulators/trainers, and lithium batteries and chargers. The Company operates primarily through its wholly-owned subsidiaries FAAC Incorporated, a Michigan corporation located in Ann Arbor, Michigan (Training and Simulation Division) with a location in Orlando, Florida; Epsilor-Electric Fuel Ltd. (“Epsilor-EFL”), an Israeli corporation located in Beit Shemesh, Israel (between Jerusalem and Tel-Aviv) in Dimona, Israel (in Israel’s Negev desert area) and Sderot, Israel (near the Gaza Strip) (Power Systems Division); UEC Electronics, LLC (“UEC”), a South Carolina limited liability company located in Hanahan, South Carolina (Power Systems Division).

b.          Basis of Presentation:
 
The Company prepared the accompanying unaudited condensed consolidated financial statements of Arotech Corporation and all wholly-owned, majority owned or otherwise controlled subsidiaries on the same basis as its annual audited financial statements. The Company condensed or omitted certain information and footnote disclosures normally included in its annual audited financial statements, which it prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP), with the instructions to Form 10-Q and with Article 10 of Regulation S-X, and include the accounts of Arotech Corporation and its subsidiaries. The Company’s quarterly financial statements should be read in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2017. In the opinion of the Company, the unaudited financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its financial position at June 30, 2018, its operating results for the six and three-month periods ended June 30, 2018 and 2017, and its cash flows for the six-month periods ended June 30, 2018 and 2017.
 
The results of operations for the six and three months ended June 30, 2018 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year ending December 31, 2018.

The condensed consolidated balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
 
c.         Reclassification:

From time to time the Company may reclassify amounts from prior periods to conform to current year’s presentation.

d.         Commitments and contingencies:

The Company is involved in litigation from time to time in the regular course of its business. There are no material legal proceedings pending or known by the Company to be contemplated to which the Company is a party or to which any of its property is subject.  In addition, the Company believes that adequate provisions for resolution of all contingencies have been made for probable losses that are reasonably estimable. These contingencies are subject to uncertainties, and, as a result, the Company is unable to estimate the amount or range of loss, if any, in excess of amounts accrued. The Company does not believe that the these contingencies will have a material adverse effect on the Company’s balance sheets, statements of operations and comprehensive income or statements of cash flows for the period and six months ended June 30, 2018. 

e.         Goodwill and other long-lived assets:

Goodwill and indefinite-lived intangible assets are tested for impairment at least annually and between annual tests in certain circumstances, and written down when impaired. Goodwill is tested for impairment by comparing the fair value of the Company’s reporting units with the carrying value. The Training and Simulation and the Power Systems reporting units have goodwill.

As of its last annual impairment test at December 31, 2017, the Company determined that the goodwill for both reporting units was not impaired.

6

Table of Contents

Consistent with previous interim reporting periods, the Company monitors qualitative and quantitative factors, including internal projections, periodic forecasts, and actual results of the reporting unit. Based upon this interim review, the Company does not believe that goodwill or its indefinite-lived intangible assets related to either reporting unit is impaired.
 
f.           New accounting pronouncements:
 
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In addition, in July 2018, the FASB issued ASU No. 2018-10, Codification Improvement to Topic 842.  The new standard and codification improvements are effective for fiscal years beginning after December 15, 2018, with early adoption permitted.

In July 2018, the FASB issued ASU No. 2018-11, Targeted Improvements to Topic 842. This amendment provides the Company with an additional and optional transition method to adopt the new leases standard. Under this new transition method, the Company can apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption and present the accounting on a prospective or go-forward basis instead of applying to the earliest comparative period presented in the financial statements. The Company expects to adopt using the optional transition method effective January 1, 2019. The Company is currently evaluating the potential changes from this ASU on its financial reporting, disclosures and impact to its processes and controls. The Company expects that the ROU asset and lease liability amounts recognized in the balance sheets will be material but does not expect it to have a material impact on its results of operations or liquidity.
 
NOTE 2:          SIGNIFICANT ACCOUNTING POLICIES UPDATE

The Company’s significant accounting policies are detailed in “Note 2:  Significant Accounting Policies” of its Form 10-K for the year ended December 31, 2017.  Significant changes to the Company’s accounting policies as a result of changes in functional currency, the impact of changes to tax legislation, and adopting Accounting Standards Codification (“ASC”) 606 are discussed below:

Functional Currency:

The United States dollar (“U.S. dollar”) is the currency of the primary economic environment in which the Company’s U.S. subsidiaries operate and the Company has adopted and are using the U.S. dollar as its functional currency. Transactions and balances originally denominated in U.S. dollars are presented at the original amounts. Accordingly, monetary accounts maintained in currencies other than dollars are re-measured into dollars, with resulting gains and losses reflected in the consolidated statements of operations and comprehensive income as financial income or expenses, as appropriate. 

In the first quarter of 2018, the Company concluded that the functional currency for its Israeli subsidiary, Epsilor-EFL, changed from the New Israeli Shekel (“NIS”) to the U.S. dollar. The primary reason for the change in functional currencies is due to a change in Epsilor-EFL operations whereby the majority of its contracts and material costs are anticipated to be sourced in U.S. dollars. The Company believes that the change in functional currency for this business was necessary as it reflects the primary economic environment in which Epsilor-EFL now operates.  
 
The change in functional currency for Epsilor-EFL is accounted for prospectively from January 1, 2018, and prior year financial statements have not been restated for the change in functional currency. The financial statements of Epsilor-EFL are now reported in U.S. dollars. All balance sheet accounts were translated using the exchange rates in effect at the time of the change in functional currency.  The statements of comprehensive income and cash flows are also reported in U.S. dollars. 

Income Taxes:

The U.S. Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017. The Tax Act makes broad complex changes to the U.S. tax code including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%, requiring companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creating new taxes on certain foreign sourced earnings and additional limitations on the deductibility of interest.

The SEC issued Staff Accounting Bulletin No. 118 (SAB 118) in December, 2017, to provide guidance on accounting for the effects of the Tax Act.  SAB 118 provides for a measurement period of up to one year from the Tax Act enactment date for companies to complete their assessment of and accounting for those effects of the Tax Act.  Under SAB 118, a company must first reflect the income tax effects of the Tax Act for which the accounting is complete in the period of the date of enactment. To the extent the accounting for other income tax effects is incomplete, but a reasonable estimate can be determined, companies must record a provisional estimate to be included in their financial statements.  For any income tax effect for which a reasonable estimate cannot be determined, an entity must continue to apply ASC 740 based on the provisions of the tax laws in effect immediately prior to the Tax Act being enacted until such time as a reasonable estimate can be determined.  The Company requires additional time to complete its analysis of the impacts of the Tax Act and therefore its accounting for the Tax Act is provisional but is a reasonable estimate based on available information.  The Company will complete its analysis and finalize its accounting for this provisional estimate during the one year measurement period as prescribed by SAB 118.


7

Table of Contents

Revenue recognition:
 
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard relates to revenue from contracts with customers, which, along with amendments issued in 2016 and 2015, supersedes nearly all current U.S. GAAP guidance on this topic and eliminates industry-specific guidance.

The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers, which the Company adopted on January 1, 2018, using the modified retrospective method.  The Company evaluated the distinct performance obligations and the pattern of revenue recognition of its significant contracts upon adoption of the standard.  Consequently, after its review of contracts in each revenue stream, the Company concluded that the impact of adopting the standard did not have an impact to its consolidated balance sheets, statements of operations, changes in stockholders’ equity, or cash flows.

During 2018 and 2017, the Company recognized revenues from (i) the sale and customization of interactive training systems (Training and Simulation Division); (ii) maintenance services in connection with such systems (Training and Simulation Division); (iii) the sale of batteries, chargers and adapters, and custom power solutions (Power Systems Division); and (iv) the sale of lifejacket lights (Power Systems Division).

The Company determines its revenue recognition through the following steps:

·
Identification of the contract, or contracts, with a customer
·
Identification of the performance obligations within the contract
·
Determination of the transaction price
·
Allocation of the transaction price to the performance obligations within the contract
·
Recognition of revenue when, or as the performance obligation has been satisfied

Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. In assessing the recognition of revenue, the Company evaluates whether two or more contracts should be combined and accounted for as one contract and if the combined or single contract should be accounted for as multiple performance obligations which could change the amount of revenue and profit (loss) recorded in a period. The majority of the Company’s contracts with customers are accounted for as one performance obligation, as the majority of tasks and services is part of a single project or capability. As these contracts are typically a customized customer-specific solution, the Company uses the expected cost plus margin approach to estimate the standalone selling price of each performance obligation.  For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract.

The Company also offers maintenance and support agreements (“warranties”) for many of its products.  The specific terms and conditions of those warranties vary depending upon the product sold and country in which the product was sold.  The warranty revenue is recognized on a straight-line basis over the term of the maintenance and support services.   The standalone selling price is determined based on the price charged when sold separately or upon renewal.

The Company’s performance obligations are satisfied over time as work progresses or at a point in time. Revenue from products and services transferred to customers over time accounted for 93% percent and 92% percent of its revenue for the six-month periods ended June 30, 2018, and June 30, 2017, respectively. Substantially all of the Company’s revenue in the Training and Simulation Division and the U.S. Power Systems Division is recognized over time. Typically, revenue is recognized over time using an input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress. Contract costs include labor, material, and overhead.

On June 30, 2018, the Company had $65.9 million of expected future revenue relating to performance obligations currently in progress, which it also refers to as total backlog. The Company expects to recognize approximately 51% percent of its backlog as revenue in 2018, and the remaining 49% percent by the end of 2019 and thereafter.

Contract Estimates. Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract.
 
Contract estimates are based on various assumptions to project the outcome of future events that can exceed a year. These assumptions include labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; the performance of subcontractors; and the availability and timing of funding from the customer.
 
8

Table of Contents

As a significant change in one or more of these estimates could affect the profitability of its contracts, the Company reviews and updates its contract-related estimates quarterly. The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes the total loss in the quarter it is identified.
 
The aggregate impact of adjustments in contract estimates to net income (loss) are presented below:

 
 
Six months ended June 30, 2018
   
Six months ended June 30, 2017
 
 
 
Training and Simulation Division
   
Power Systems Division
   
Training and Simulation Division
   
Power Systems Division
 
Net income (loss)
 
$
588,596
   
$
(242,866
)
 
$
456,188
   
$
300,911
 


 
 
Three months ended June 30, 2018
   
Three months ended June 30, 2017
 
 
 
Training and Simulation Division
   
Power Systems Division
   
Training and Simulation Division
   
Power Systems Division
 
Net income (loss)
 
$
517,156
   
$
(123,088
)
 
$
175,558
   
$
(361,190
)
 
Revenue by Category. As of June 30, 2018 and 2017 the Company’s portfolio of products and services consisted of over 490 and 430 active contracts, respectively.

Revenue by major product line was as follows:
 
 
 
Six months ended June 30,
   
Three months ended June 30,
 
 
 
2018
   
2017
   
2018
   
2017
 
Product Revenue
                       
Air Warfare Simulation
 
$
9,657,370
   
$
9,401,852
   
$
4,624,711
   
$
5,078,038
 
Vehicle Simulation
   
10,999,632
     
4,343,349
     
5,535,633
     
1,482,707
 
Use-of-Force
   
6,545,553
     
5,146,413
     
3,285,505
     
2,808,298
 
Service Revenue
                               
Warranty
   
1,707,695
     
1,651,389
     
906,537
     
822,771
 
Total Training and Simulation Division
 
$
28,910,250
   
$
20,543,003
   
$
14,352,386
   
$
10,191,814
 
                                 
                                 
Contract Manufacturing
 
$
7,030,011
   
$
6,450,886
   
$
2,865,685
   
$
3,838,314
 
Power Distribution and Generation
   
4,281,921
     
2,330,552
     
1,006,541
     
1,301,600
 
Batteries
   
6,649,514
     
11,189,348
     
2,503,403
     
5,301,162
 
Engineering Services and Other
   
2,251,422
     
3,282,349
     
1,146,594
     
815,803
 
Total Power Division
 
$
20,212,868
   
$
23,253,135
   
$
7,522,223
   
$
11,256,879
 

The table below details the percentage of total recognized revenue by type of arrangement for the six and three months ended June 30, 2018 and 2017:

 
 
Six months ended June 30,
   
Three months ended June 30,
 
Type of Revenue
 
2018
   
2017
   
2018
   
2017
 
Sale of products
   
95.3
%
   
96.2
%
   
92.2
%
   
96.2
%
Maintenance and support agreements
   
3.4
%
   
3.8
%
   
4.1
%
   
3.8
%
Long term research and development contracts
   
1.3
%
   
     
3.7
%
   
 
Total
   
100
%
   
100
%
   
100
%
   
100
%

 

9

Table of Contents
 
Revenue by contract type was as follows:

 
 
Training and
Simulation
Division
   
Power Systems
Division
 
Six months ended June 30, 2018
           
Fixed Price
 
$
24,026,993
   
$
18,434,482
 
Cost Reimbursement (Cost Plus)
   
2,609,275
     
1,254,891
 
Time and Materials
   
2,273,982
     
523,495
 
Total
 
$
28,910,250
   
$
20,212,868
 
Six months ended June 30, 2017
               
Fixed Price
 
$
16,192,107
   
$
19,579,303
 
Cost Reimbursement (Cost Plus)
   
3,085,524
     
2,488,635
 
Time and Materials
   
1,265,372
     
1,185,197
 
Total
 
$
20,543,003
   
$
23,253,135
 
Three months ended June 30, 2018
               
Fixed Price
 
$
11,817,023
   
$
6,362,314
 
Cost Reimbursement (Cost Plus)
   
1,270,325
     
866,142
 
Time and Materials
   
1,265,038
     
293,767
 
Total
 
$
14,352,386
   
$
7,522,223
 
Three months ended June 30, 2017
               
Fixed Price
 
$
8,100,238
   
$
9,320,184
 
Cost Reimbursement (Cost Plus)
   
1,688,258
     
1,657,623
 
Time and Materials
   
403,318
     
279,072
 
Total
 
$
10,191,814
   
$
11,256,879
 
 
Each of these contract types presents advantages and disadvantages. Typically, the Company assumes more risk with fixed-price contracts. However, these types of contracts offer additional profits when the Company completes the work for less than originally estimated. Cost-reimbursement contracts generally subject the Company to lower risk. Accordingly, the associated base fees are usually lower than fees earned on fixed-price contracts. Under time and materials contracts, the Company’s profit may fluctuate if actual labor-hour costs vary significantly from the negotiated rates.


10

Table of Contents
 
Revenue by customer was as follows:

 
 
Training and
Simulation
Division
   
Power Systems
Division
 
Six months ended June 30, 2018
           
U.S. Government
           
Department of Defense (DoD)
 
$
7,646,854
   
$
1,342,356
 
Non-DoD
   
4,382,879
     
 
Foreign Military Sales (FMS)
   
1,713,399
     
 
Total U.S. Government
   
13,743,132
     
1,342,356
 
 
               
U.S. Commercial
 
$
11,802,062
   
$
11,489,572
 
Non-U.S. Government
   
1,392,449
     
1,823,167
 
Non-U.S. Commercial
   
1,972,607
     
5,557,773
 
Total Revenue
 
$
28,910,250
   
$
20,212,868
 
Six months ended June 30, 2017
               
U.S. Government
               
Department of Defense (DoD)
 
$
4,471,505
   
$
4,451,134
 
Non-DoD
   
5,441,742
     
 
Foreign Military Sales (FMS)
   
407,544
     
 
Total U.S. Government
   
10,320,791
     
4,451,134
 
 
               
U.S. Commercial
 
$
7,931,884
   
$
7,398,600
 
Non-U.S. Government
   
1,318,417
     
5,622,098
 
Non-U.S. Commercial
   
971,911
     
5,781,303
 
Total Revenue
 
$
20,543,003
   
$
23,253,135
 
Three months ended June 30, 2018
               
U.S. Government
               
Department of Defense (DoD)
 
$
4,214,661
   
$
830,144
 
Non-DoD
   
1,644,072
     
 
Foreign Military Sales (FMS)
   
1,128,618
     
 
Total U.S. Government
   
6,987,351
     
830,144
 
 
               
U.S. Commercial
 
$
5,773,064
   
$
3,771,608
 
Non-U.S. Government
   
466,285
     
305,348
 
Non-U.S. Commercial
   
1,125,686
     
2,615,123
 
Total Revenue
 
$
14,352,386
   
$
7,522,223
 
Three months ended June 30, 2017
               
U.S. Government
               
Department of Defense (DoD)
 
$
2,184,600
   
$
2,614,546
 
Non-DoD
   
2,678,874
     
 
Foreign Military Sales (FMS)
   
119,173
     
 
Total U.S. Government
   
4,982,647
     
2,614,546
 
 
               
U.S. Commercial
 
$
4,207,190
   
$
3,185,338
 
Non-U.S. Government
   
714,649
     
2,447,937
 
Non-U.S. Commercial
   
287,328
     
3,009,058
 
Total Revenue
 
$
10,191,814
   
$
11,256,879
 



11

Table of Contents


Contract Balances. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheet. The majority of the Company’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Billing sometimes occurs subsequent to revenue recognition, resulting in contract assets. However, the Company sometimes receives advances or deposits from its customers, particularly on its international contracts, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the Consolidated Balance Sheet on a contract-by-contract basis at the end of each reporting period.

 
 
June 30, 2018
   
December 31, 2017
 
 
 
Training and Simulation Division
   
Power Systems
Division
   
Training and Simulation Division
   
Power Systems
Division
 
Unbilled Receivables – Current
 
$
8,271,826
   
$
8,206,915
   
$
7,263,461
   
$
8,831,055
 
Deferred Revenues – Current
   
(5,723,423
)
   
(1,325,252
)
   
(5,860,345
)
   
(917,968
)
Net Contract Assets and Liabilities:
 
$
2,548,403
   
$
6,881,663
   
$
1,403,116
   
$
7,913,087
 

The $114,000 increase in the Company’s net contract assets (liabilities) from December 31, 2017 to June 30, 2018 was due to the timing of milestone payments on certain US Government and commercial contracts.

During the six months ended June 30, 2018 and June 30, 2017, the Company recognized $3.8 million and $3.7 million in revenue related to the Company’s contract liabilities at December 31, 2017 and December 31, 2016, respectively.

The Company did not record any provisions for impairment of its unbilled receivables during the six months ended June 30, 2018 or June 30, 2017, respectively.

Trade Receivables

Trade receivables include amounts billed and currently due from customers. The amounts are recorded at net estimated realizable value.  The value of the Company’s trade receivables when appropriate includes an allowance for estimated uncollectible amounts.  The Company calculates an allowance based on its history of write-offs, the assessment of customer creditworthiness, and the age of the outstanding receivables.

As of June 30, 2018 and December 31, 2017, the Company’s trade receivables recorded in the consolidated balance sheets were $14.3 million and $19.3 million, respectively.  The Company has not recorded any provisions for doubtful accounts and no reserves have been established at  June 30, 2018 or December 31, 2017, respectively.  The Company believes its exposure to concentrations of credit risk is limited due to the nature of its operations, where a significant number of its contracts are typically a customized customer specific solution.

Contract Costs

Certain eligible costs, typically incurred during the initial phases of the Company’s service contracts, are capitalized when the costs related directly to the contract, are expected to be recovered, and generate or enhance resources to be used in satisfying the performance obligation.  These costs primarily consist of production design.  If the carrying amount is not recoverable, an impairment loss is recognized.

Practical Expedients and Exemptions

The Company has elected the following practical expedients and exemptions as allowed under the new revenue guidance:

Sales Commissions
The Company has elected to expense its sales commissions when incurred because the amortization period is less than one year. These costs are recorded within selling and marketing expenses.

Financing
The Company has elected to not adjust the consideration for the effects of a significant financing component as the term of the majority of contracts is twelve months or less.

12

Table of Contents
Sales Tax
The Company acts as an agent in the collection and remittance of sales taxes.  Historically, the Company has excluded these amounts from the calculation of revenue.  These taxes will continue to be excluded from the transaction price.

Shipping and Handling Costs
The Company has elected to account for shipping and handling activities that are incurred after the customer obtained control of the product as fulfillment costs rather than a separate service provided to the customer for which consideration would need to be allocated.

The Company will continue to account for shipping and handling as fulfillment costs when these costs are incurred prior to the customer obtaining control.

NOTE 3:          INVENTORIES

Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first in, first out (“FIFO”) method. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume and based on these evaluations, provisions are made in each period to write down inventory to its net realizable value.  For the six months ended June 30, 2018 and 2017, the Company wrote off approximately $218,000 and $31,000, respectively, of obsolete inventory, which has been included in the cost of revenues.

Inventories by component are as follows:
 
 
 
June 30, 2018
   
December 31, 2017
 
Raw and packaging materials
 
$
6,879,620
   
$
6,843,479
 
Work in progress
   
2,368,636
     
718,085
 
Finished products
   
539,690
     
1,093,314
 
Total:
 
$
9,787,946
   
$
8,654,878
 

NOTE 4:          SEGMENT INFORMATION

a.         The Company and its subsidiaries operate in two business segments. The two segments are also treated by the Company as reporting units for goodwill impairment evaluation purposes. The goodwill amounts associated with the Training and Simulation Division and the Power Systems Division were determined and valued when the specific businesses were purchased. The Company and its subsidiaries operate in two continuing business segments and follow the requirements of FASB ASC 280-10.

The Company’s reportable segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities. The accounting policies of the reportable segments are the same as those used by the Company in the preparation of its annual financial statements. The Company evaluates performance based on two primary factors, one is the segment’s operating income and the other is the segment’s contribution to the Company’s future strategic growth.

13

Table of Contents
b.         The following is information about reported segment revenues, income (losses) from operations, and total assets as of June 30, 2018 and 2017:
 
 
 
Training and
Simulation
Division
   
Power Systems
Division
   
Corporate
Expenses
   
Total
Company
 
Six months ended June 30, 2018
                       
Revenues from outside customers
 
$
28,910,250
   
$
20,212,868
   
$
   
$
49,123,118
 
Depreciation, amortization and impairment expenses(1)
   
(397,140
)
   
(1,470,159
)
   
     
(1,867,299
)
Direct expenses(2)
   
(22,837,678
)
   
(20,928,285
)
 
$
(1,864,513
)
   
(45,630,476
)
Segment operating income (loss)
 
$
5,675,432
   
$
(2,185,576
)
 
$
(1,864,513
)
 
$
1,625,343
 
Financial expense
   
(138,978
)
   
(3,392
)
   
(380,517
)
   
(522,887
)
Income tax expense
   
(61,551
)
   
     
(361,834
)
   
(423,385
)
Net income (loss)
 
$
5,474,903
   
$
(2,188,968
)
 
$
(2,606,864
)
 
$
679,071
 
Segment assets(3)
 
$
52,169,769
   
$
58,798,604
   
$
3,404,904
   
$
114,373,277
 
Additions to long-lived assets
 
$
469,436
   
$
427,044
   
$
   
$
896,480
 
Six months ended June 30, 2017
                               
Revenues from outside customers
 
$
20,543,003
   
$
23,253,135
   
$
   
$
43,796,138
 
Depreciation, amortization and impairment expenses(1)
   
(548,125
)
   
(1,531,811
)
   
(2,272
)
   
(2,082,208
)
Direct expenses(2)
   
(18,050,604
)
   
(22,155,430
)
 
$
(1,839,027
)
   
(42,045,061
)
Segment operating income (loss)
 
$
1,944,274
   
$
(434,106
)
 
$
(1,841,299
)
 
$
(331,131
)
Financial expense
   
(37,270
)
   
(177,748
)
   
(334,026
)
   
(549,044
)
Income tax benefit (expense)
   
(70,000
)
   
44,512
     
(457,272
)
   
(482,760
)
Net income (loss)
 
$
1,837,004
   
$
(567,342
)
 
$
(2,632,597
)
 
$
(1,362,935
 
Segment assets(3)
 
$
45,133,954
   
$
59,898,807
   
$
3,288,523
   
$
108,321,284
 
Additions to long-lived assets
 
$
2,356,724
   
$
926,946
   
$
   
$
3,283,670
 
Three months ended June 30, 2018
                               
Revenues from outside customers
 
$
14,352,386
   
$
7,522,223
   
$
   
$
21,874,609
 
Depreciation, amortization and impairment expenses(1)
   
(196,780
)
   
(674,117
)
   
     
(870,897
)
Direct expenses(2)
   
(10,965,447
)
   
(8,654,573
)
   
(814,160
)
   
(20,434,180
)
Segment operating income (loss)
 
$
3,190,159
   
$
(1,806,467
)
 
$
(814,160
)
 
$
569,532
 
Financial expense
   
(94,359
)
   
(18,857
)
   
(196,563
)
   
(309,779
)
Income tax expense
   
(41,750
)
   
     
(134,521
)
   
(176,271
)
Net income (loss)
 
$
3,054,050
   
$
(1,825,324
)
 
$
(1,145,244
)
 
$
83,482
 
Three months ended June 30, 2017
                               
Revenues from outside customers
 
$
10,191,814
   
$
11,256,879
   
$
   
$
21,448,693
 
Depreciation, amortization and impairment expenses(1)
   
(277,461
)
   
(686,100
)
   
(1,184
)
   
(964,745
)
Direct expenses(2)
   
(8,672,907
)
   
(11,064,098
)
   
(863,563
)
   
(20,600,568
)
Segment operating income (loss)
 
$
1,241,446
   
$
(493,319
)
 
$
(864,747
)
 
$
(116,620
)
Financial expense
   
(24,602
)
   
(27,601
)
   
(162,984
)
   
(215,187
)
Income tax expense
   
(35,000
)
   
816
     
(228,636
)
   
(262,820
)
Net income (loss)
 
$
1,181,844
   
$
(520,104
)
 
$
(1,256,367
)
 
$
(594,627
)
 
(1)
Includes depreciation of property and equipment and amortization expenses of intangible assets.
(2)
Including, inter alia, sales and marketing, general and administrative.
(3)
Out of those amounts, goodwill in the Company’s Training and Simulation Division and Power Systems Division totaled $24,435,641 and $21,702,395, respectively, as of June 30, 2018 and $24,435,641 and $21,647,674, respectively, as of June 30, 2017.
 

14

Table of Contents
 
NOTE 5:          FAIR VALUE MEASUREMENT

The carrying value of short term assets and liabilities in the accompanying condensed consolidated balance sheets for cash and cash equivalents, restricted collateral deposits, trade receivables, unbilled receivables, inventories, prepaid and other assets, trade payables, accrued expenses, deferred revenues and other liabilities as of June 30, 2018 and December 31, 2017, approximate fair value because of the short maturity of these instruments. The carrying amounts of long term debt approximates the estimated fair values at June 30, 2018, based upon the Company’s ability to acquire similar debt at similar maturities.

NOTE 6:         BANK FINANCING

The Company maintains credit facilities with JPMorgan Chase Bank, N.A. (“Chase”), whereby Chase provides (i) a $15,000,000 revolving credit facility (“Revolver”), (ii) a $10,000,000 Term Loan (“Term Loan A”), (iii) a $1,730,895 Mortgage Loan (“Term Loan B”) and (iv) a $1,358,000 Mortgage Loan (“Term Loan C”); collectively referred to as the “Credit Facilities.”

The maturity of the Revolver is March 11, 2021. The Revolver maintains an interest rate on a scale ranging from LIBOR plus 1.75% up to LIBOR plus 3.00%. The effective interest rate for the revolver at June 30, 2018 was 5.25%. The balance at June 30, 2018 and December 31, 2017 was $5.6 million and $5.1 million, respectively.

The maturity of the Term Loan A is March 11, 2021.  Term Loan A maintains an interest rate on a scale ranging from LIBOR plus 2.0% up to LIBOR plus 3.25%. The repayment of Term Loan A consists of 60 consecutive monthly payments of principal plus accrued interest based on annual principal reductions of 10% during the first year, 20% during the second through fourth years, and 30% during the fifth year. The effective interest rate for the Term Loan at June 30, 2018 was 5.50%. The balance at June 30, 2018 and December 31, 2017 was $6.7 million and $7.7 million, respectively.

During the quarter ended June 30, 2017, the Company purchased land and a building, previously leased by its Training and Simulation Division, in Ann Arbor, Michigan. As a result, the Company now maintains two Mortgage Loans (“Term Loans B and C”). The maturities of Term Loans B and C are June 1, 2024 and maintain an interest rate on a scale identical to Term Loan A. The monthly payments on Term Loan B and Term Loan C are $7,212 and $5,660, respectively, in principal plus accrued interest, with balloon payments due on the maturity date. The effective interest rate for the Mortgage Loans at June 30, 2018 was 5.50%. The balance of both loans at June 30, 2018 and December 31, 2017 was $2.9 million and $3.1 million, respectively.

The Credit Facilities maintain certain reporting requirements, conditions precedent, affirmative covenants and financial covenants. The Company is required to maintain certain financial covenants that include a Maximum Debt to EBITDA ratio of 3.00 to 1.00 and a Minimum Fixed Charge Coverage Ratio of 1.20 to 1.00. The Company was in compliance with its covenants at June 30, 2018.

The Credit Facilities are secured by the Company’s assets and the assets of the Company’s domestic subsidiaries.


15

Table of Contents
 
ITEM 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve inherent risks and uncertainties. When used in this discussion, the words “believes,” “anticipated,” “expects,” “estimates” and similar expressions are intended to identify such forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors including, but not limited to, those set forth elsewhere in this report. Please see “Risk Factors” in our Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission.

The following discussion and analysis should be read in conjunction with the interim financial statements and notes thereto appearing elsewhere in this Quarterly Report. We have rounded amounts reported here to the nearest thousand, unless such amounts are more than $1.0 million, in which event we have rounded such amounts to the nearest hundred thousand.

Executive Summary

We are a defense and security company engaged in two business areas: interactive simulation, and batteries and charging systems.

Ø          We develop, manufacture and market advanced high-tech multimedia and interactive digital solutions for engineering, use-of-force training and operator training of military, law enforcement, security, emergency services and other personnel through our Training and Simulation Division.

Ø          We provide advanced battery solutions, innovative energy management and power distribution technologies and world-class product design and manufacturing services for the aerospace, defense, law enforcement and homeland security markets, and we manufacture and sell primary rechargeable batteries, for defense and security products and medical and industrial applications through our Power Systems Division.

Overview of Pre-Tax Results of Operations

Through the first six months of 2018 as compared to 2017, our revenues increased by $5.3 million to $49.1 million. This was principally as a result of higher revenues in our Training and Simulation Division of $8.4 million offset by lower revenues in our Power Systems Division of $3.1 million. For the first six months of 2018, we reported income before income taxes of $1.1 million as compared to a loss from operations of $880,000 for the first six months of 2017.

Overview of Operating Performance and Backlog
 
Overall, our pre-tax profit for the six months ended June 30, 2018 was $1.1 million on revenues of $49.1 million, compared to pre-tax loss from operations of $880,000 on revenues of $43.8 million during the first six months ended June 30, 2017. Our overall backlog at the end of the second quarter of 2018 totaled $65.9 million, compared to $61.1 million at the end of 2017.

In our Training and Simulation Division, revenues for the six months ended June 30, 2018 were $28.9 million, compared to $20.5 million during the six months ended June 30, 2017. As of June 30, 2018, our backlog for our Training and Simulation Division totaled $44.6 million, compared to $38.8 million at the end of 2017.

In our Power Systems Division, revenues for the six months ended June 30, 2018 were $20.2 million, compared to $23.3 million during the six months ended June 30, 2017. As of June 30, 2018, our backlog for our Power Systems Division totaled $21.3 million, compared to $22.3 million at the end of 2017.

16

Table of Contents
The table below details the percentage of total recognized revenue by type of arrangement for the six and three months ended June 30, 2018 and 2017:

 
 
Six months ended June 30,
   
Three months ended June 30,
 
Type of Revenue
 
2018
   
2017
   
2018
   
2017
 
Sale of products
   
95.3
%
   
96.2
%
   
92.2
%
   
96.2
%
Maintenance and support agreements
   
3.4
%
   
3.8
%
   
4.1
%
   
3.8
%
Long term research and development contracts
   
1.3
%
   
     
3.7
%
   
 
Total
   
100.0
%
   
100.0
%
   
100.0
%
   
100.0
%

Functional Currency

The United States dollar (“U.S. dollar”) is the currency of the primary economic environment in which our U.S. subsidiaries operate and we have adopted and are using the U.S. dollar as our functional currency. Transactions and balances originally denominated in U.S. dollars are presented at the original amounts. Accordingly, monetary accounts maintained in currencies other than dollars are re-measured into dollars, with resulting gains and losses reflected in our consolidated statements of operations and comprehensive income as financial income or expenses, as appropriate. 

In the first quarter of 2018, we concluded that the functional currency for our Israeli subsidiary, Epsilor-EFL, had changed from the New Israeli Shekel (“NIS”) to the U.S. dollar.  The primary reason for the change in functional currencies is due to a change in our operations whereby the majority of our contracts and our material costs is now anticipated to be sourced in U.S. dollars. We believe that the change in functional currency for this business was necessary as it reflects the primary economic environment in which Epsilor-EFL operates.

The financial statements of Epsilor-EFL are reported in U.S. dollars. All balance sheet accounts were translated using the exchange rates in effect at the time of the change in functional currency.  Certain of Epsilor-EFL’s subsidiaries continue to operate under the NIS functional currency. Correspondingly, translation gains and losses are reported in our statement of operations and comprehensive income and cash flows. The statements of operations and comprehensive income and cash flows are also reported in U.S. dollars.

Results of Operations

Three months ended June 30, 2018 compared to the three months ended June 30, 2017

Revenues. Revenues for the three months ended June 30, 2018 totaled $21.9 million, compared to $21.4 million in the comparable period in 2017, an increase of $426,000, or 2.0%. In the second quarter of 2018, revenues were $14.4 million for the Training and Simulation Division as compared to $10.2 million in the second quarter of 2017, an increase of $4.2 million, or 40.8%, due primarily to improved performance across all major product categories; offset by a decrease in revenues in the Power Systems Division of $3.8 million, or 33.2%, from $11.3 million in the second quarter of 2017 to $7.5 million in the second quarter of 2018, due primarily to a reduction in manufacturing of certain batteries in our Israeli operations and decrease in revenues in our U.S. subsidiary related to delays on key customer programs.

Cost of revenues. Cost of revenues totaled $15.3 million during the second quarter of 2018 as compared to $15.5 million in the second quarter of 2017, a decrease of $191,000, or 1.2%, due primarily to lower sales in our Power Systems Division offset by higher sales in our Training and Simulation Division. Cost of revenues were $8.0 million for the Training and Simulation Division as compared to $5.5 million in the second quarter of 2017, an increase of $2.5 million, or 45.3%, due primarily to higher costs associated with higher sales; and $7.3 million for the Power Systems Division as compared to $9.9 million in the second quarter of 2017, a decrease of $2.7 million, or 27.1%, due primarily to lower sales and program overruns as well as delays in certain programs.

Research and development expenses. Research and development expenses totaled $728,000 during the second quarter of 2018 as compared to $764,000 for the second quarter of 2017, a decrease of $36,000, or 4.7%.

Selling and marketing expenses. Selling and marketing expenses for the second quarter of 2018 were $1.9 million, compared to $2.0 million in the second quarter of 2017, a decrease of $40,000, or 2.0%.

General and administrative expenses. General and administrative expenses for the second quarter of 2018 were $3.0 million, compared to $2.8 million in the second quarter of 2017, an increase of $147,000, or 5.2%, due primarily to increased investment in the Israeli operations, non-income based taxes, and a temporary increase in professional service fees.

17

Table of Contents
 
Amortization of intangible assets. Amortization of intangible assets totaled $392,000 in the second quarter of 2018, compared to $522,000 in the second quarter of 2017, a decrease of $130,000, or 24.9%, due primarily to higher amortization expense recognized in 2017 pertaining to shorter-lived intangible assets.

Other income (expense), net. Other income in the second quarter of 2018 was $7,000, compared to other expense of ($2,000) in the second quarter of 2017, an increase of $9,000.

Financial expense, net. Financial expense totaled $310,000 in the second quarter of 2018, compared to financial expense of $215,000 in the second quarter of 2017, an increase of $95,000, or 44.0%, due primarily to foreign currency transaction losses and additional interest expense related to the addition of a new mortgage late in the second quarter of 2017.

Income taxes. We recorded $176,000 in tax expense in the second quarter of 2018, compared to $263,000 in tax expense in the second quarter of 2017, a decrease of $87,000, or 32.9%, due primarily to the reduction of the federal corporate income tax rate associated with the U.S. Tax Cuts and Jobs Act. This expense includes “naked” credits (“naked” credits occur when deferred tax liabilities that are created by indefinite-lived assets such as goodwill cannot be used as a source of taxable income to support the realization of deferred tax assets). This amount includes the required adjustment of taxes due to the deduction of goodwill “naked” credits for U.S. federal taxes, which totaled $135,000 and $229,000 in non-cash expenses in the second quarter of 2018 and 2017, respectively.

Net income (loss). Due to the factors cited above, we went from a loss of $595,000 in the second quarter of 2017 to income of $83,000 in the second quarter of 2018, an increase of $678,000.

Six months ended June 30, 2018 compared to the six months ended June 30, 2017

Revenues. Revenues for the six months ended June 30, 2018 totaled $49.1 million, compared to $43.8 million in the comparable period in 2017, an increase of $5.3 million, or 12.2%. In the first six months of 2018, revenues were $28.9 million for the Training and Simulation Division, compared to $20.5 million in the first six months of 2017, an increase of $8.4 million, or 40.7% due primarily to improved performance in all major product categories; and $20.2 million for the Power Systems Division, compared to $23.3 million in the first six months of 2017, a decrease of $3.0 million, or 13.1% due primarily to a reduction in manufacturing of certain batteries in our Israeli operations.

Cost of revenues. Cost of revenues totaled $34.8 million during the first six months of 2018, compared to $31.3 million in the first six months of 2017, an increase of $3.5 million or 11.1%, due primarily to an increase in revenues.  Cost of revenues were $16.8 million for the Training and Simulation Division, compared to $11.4 million in the first six months of 2017, an increase of $5.4 million, or 47.8%, due primarily to due primarily to higher costs associated with higher sales in all of our major product lines; and $18.0 million for the Power Systems Division, compared to $19.9 million in the first six months of 2017, a decrease of $2.0 million, or 9.8%, due primarily to a reduction in manufacturing of certain batteries in our Israeli operations.

Research and development expenses. Research and development expenses totaled $1.8 million during the first six months of 2018, compared to $1.8 million for the first six months of 2017.

Selling and marketing expenses. Selling and marketing expenses for the first six months of 2018 were $3.8 million, compared to $4.0 million in the first six months of 2017, a decrease of $158,000, or 4.0%, due primarily to lower overall spending in our divisions.

General and administrative expenses. General and administrative expenses for the first six months of 2018 were $6.2 million, compared to $5.9 million in the first six months of 2017, an increase of $355,000, or 6.1%, due primarily to increased investment in the Israeli operations, non-income based taxes, and a temporary increase in professional service fees.

Amortization of intangible assets. Amortization of intangible assets totaled $907,000 in the first six months of 2018, compared to $1.2 million in the first six months of 2017, a decrease of $313,000, or 25.7%, due primarily to higher amortization expense recognized in 2017 pertaining to shorter lived intangible assets.

Other income, net. Other income in the first six months of 2018 was $7,000, compared to other income of $10,000 in the first six months of 2017, a decrease of $3,000.

18

Table of Contents

Financial expense, net. Financial expense totaled $523,000 in the first six months of 2018, compared to financial expense of $549,000 in the first six months of 2017, a decrease of $26,000, or 4.8%, primarily due to a net decrease in foreign exchange losses partially offset by an increase in interest expense related to higher interest rates and higher utilization on the line of credit.

Income taxes. We recorded $423,000 in tax expense in the first six months of 2018, compared to $483,000 in tax expense in the first six months of 2017, a decrease of $59,000, or 12.3%. This expense includes “naked” credits (“naked” credits occur when deferred tax liabilities that are created by indefinite-lived assets such as goodwill cannot be used as a source of taxable income to support the realization of deferred tax assets). This amount includes the required adjustment of taxes due to the deduction of goodwill “naked” credits for U.S. federal taxes, which totaled $362,000 and $457,000 in non-cash expenses in the first six months of 2018 and 2017, respectively.

Net income (loss). Due to the factors cited above, we went from a loss of $1.4 million in the first six months of 2017 to income of $679,000 in the first six months of 2018, an increase of $2.0 million.

Liquidity and Capital Resources

As of June 30, 2018, we had $7.5 million in cash and $191,000 in restricted collateral deposits, as compared to December 31, 2017, when we had $5.2 million in cash and $284,000 in restricted collateral deposits. We also had $7.8 million in available, unused bank lines of credit with our main bank as of June 30, 2018, under a $15.0 million credit facility.

We maintain credit facilities with JPMorgan Chase Bank, N.A. (“Chase”), whereby Chase provides (i) a $15,000,000 revolving credit facility (“Revolver”), (ii) a $10,000,000 Term Loan (“Term Loan A”), (iii) a $1,730,895 Mortgage Loan (“Term Loan B”) and (iv) a $1,358,000 Mortgage Loan (“Term Loan C”); collectively referred to as the “Credit Facilities.”

The maturity of the Revolver is March 11, 2021. The Revolver maintains an interest rate on a scale ranging from LIBOR plus 1.75% up to LIBOR plus 3.00%. The effective interest rate for the revolver at June 30, 2018 was 5.25%.

The maturity of Term Loan A is March 11, 2021. This Term Loan maintains an interest rate on a scale ranging from LIBOR plus 2.0% up to LIBOR plus 3.25%. The repayment of this Term Loan consists of 60 consecutive monthly payments of principal plus accrued interest based on annual principal reductions of 10% during the first year, 20% during the second through fourth years, and 30% during the fifth year. The effective interest rate for this Term Loan at June 30, 2018 was 5.50%.

We have two Mortgage Loans (Term Loans B and C). The maturities of the Mortgage Loans are June 1, 2024 and maintain an interest rate on a scale identical to the Term Loan. The monthly payments on the Mortgage Loans are $12,872 in principal plus accrued interest, with balloon payments due at the maturity date. The effective interest rate for the Mortgage Loans at June 30, 2018 was 5.50%.

The Credit Facilities maintain certain reporting requirements, conditions precedent, affirmative covenants and financial covenants. We are required to maintain certain financial covenants that include a Maximum Debt to EBITDA ratio of 3.00 to 1.00 and a Minimum Fixed Charge Coverage Ratio of 1.20 to 1.00. We were in compliance with our covenants at June 30, 2018.

The Credit Facilities are secured by our assets and the assets of our domestic subsidiaries.

We used available funds in the six months ended June 30, 2018 primarily for working capital needs and investment in fixed assets. Our net fixed assets amounted to $9.0 million at quarter end.

Net cash provided by operating activities for the six months ended June 30, 2018 was $3.6 million. Net cash provided by operating activities for the six months ended June 30, 2017 was $(150,000), representing a net change year over year of $3.8 million. The increase in cash provided by operations is primarily attributable to improved operating results of $1.7 million, a reduction in severance paid to a former executive of $1.9 million, offset by an increased investment in working capital of $150,000.

Net cash used in investing activities for the six months ended June 30, 2018 was $896,000. Net cash used in investing activities for the six months ended June 30, 2017 was $3.3 million, representing a year over year change of $2.4 million. This difference was due primarily to the purchase of land and building of $2.1 million in the second quarter of 2017.

19

Table of Contents
 
Net cash provided by financing activities for the six months ended June 30, 2018 and 2017 was $(705,000) and $2.3 million, respectively, representing a decrease of $3.0 million. In 2017, we obtained financing of $2.2 million related to the purchase of land and buildings, increased our short-term borrowing on our line of credit of $857,000; offset by payments on our term loans of $701,000.  In 2018, we made payments on our term loans of $1.1 million offset by an increase in our short-term borrowing on our line of credit of $479,000.

As of June 30, 2018, we had approximately $5.6 million in short-term bank debt under our credit facility and $9.7 million in long-term loans outstanding. This is in comparison to December 31, 2017, when we had $5.1 million in short-term bank debt under our credit facility and $10.8 million in long-term debt outstanding.

Subject to all of the reservations regarding “forward-looking statements” set forth above, we believe that our present cash position, anticipated cash flows from operations and availability under our lines of credit should be sufficient to satisfy our current estimated cash requirements through the next twelve months. In this connection, we note that from time to time our line of credit needs are partially dependent on our and/or our subsidiaries’ working capital needs.


20

Table of Contents
 
ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Interest Rate Risk

It is our policy not to enter into interest rate derivative financial instruments, except for hedging of foreign currency exposures discussed below. We do not currently have any significant interest rate exposure.

Foreign Currency Exchange Rate Risk

We consider the United States dollar (U.S. dollar) to be the currency of the primary economic environment in which our U.S. and Israeli subsidiaries operate and have adopted the U.S. dollar as the functional currency for these businesses.  The majority of financial transactions of our Israel-based subsidiary, Epsilor-EFL (“Epsilor”), are in U.S. dollars.  However, since a portion of our labor and overhead costs in our Israeli businesses are denominated in New Israeli Shekels (“NIS”), we have experienced foreign exchange gains and losses to date, and may continue to incur operating gains and losses affecting net income in 2018.  Depending upon the prevailing exchange rate, this translation can be significant.

In addition, while we conduct our business primarily in U.S. dollars, some of our agreements are denominated in foreign currencies, which could have an adverse effect on the revenues and costs that we incur in foreign currencies. We do not hold or issue derivative financial instruments for trading or speculative purposes.

ITEM 4.       CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, an evaluation was carried out by the Company’s management, with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


21

Table of Contents
PART II
ITEM 6.       EXHIBITS.

The following documents are filed as exhibits to or furnished with this report:
 
Exhibit Number
 
Description
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith
32.1
 
Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. Section 1350), executed by Dean M. Krutty, President and Chief Executive Officer of Arotech Corporation
Furnished with this Report
32.2
 
Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. Section 1350), executed by Kelli L. Kellar, Vice President – Finance and Chief Financial Officer of Arotech Corporation
Furnished with this Report
 
 
 
101.INS
 
XBRL Instance Document
Filed Herewith
101.SCH
 
XBRL Taxonomy Extension Schema Document
Filed Herewith
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
Filed Herewith
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
Filed Herewith
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
Filed Herewith
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
Filed Herewith
 
 
22

Table of Contents


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.

Dated: August 8, 2018

 
AROTECH CORPORATION
 
 
 
 
 
By:
/s/ Dean M. Krutty
 
 
 
Name:
Dean M. Krutty
 
 
 
Title:
President and Chief Executive Officer
 
 
 
 
(Principal Executive Officer)
 

 
By:
/s/ Kelli L. Kellar
 
 
 
Name:
Kelli L. Kellar
 
 
 
Title:
Vice President – Finance and CFO
 
 
 
 
(Principal Financial Officer)
 

23