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OTI Reports FY 2009 Financial Results
GlobeNewswire
2010-03-01


ISELIN, N.J., March 1, 2010 (GLOBE NEWSWIRE) -- 


  --  Revenues of $31.4 Million ($38.2 Million Including Discontinued
      Operations)
  --  Gross Margin Increased to 47%
  --  Net Cash Provided by Operating Activities of $5.1 Million
  --  $32 Million in cash, cash equivalents and short terms investments at
      year end




On Track Innovations Ltd. (OTI) (Nasdaq:OTIV), a global leader in
contactless microprocessor-based smart card solutions for homeland
security, payments, petroleum payments and other applications, today
announced its consolidated financial results for the year ended
December 31, 2009. Following are various financial figures that compare
fiscal year 2009 to 2008.


  --  Net cash provided by continuing operating activities of $5.1 million.
  --  Strong balance sheet with cash, cash equivalents and short-term
      investments of $32 million at year end.
  --  Total revenues of $31.4 million ($38.2 million including revenues from
      discontinued operations), a 10% decrease from last year.
  --  Gross margin increased to 47% vs. 43% last year.
  --  Non-GAAP operating expenses of $24.1 million, a 6% decrease compared to
      $25.7 million last year. GAAP operating expenses of $28.7 million
      compared to $58.9 million last year (2008 GAAP operating expenses
      included a $24.2 million one-time charge related to impairment of
      goodwill).
  --  Non-GAAP operating loss of $9.4 million, a 9% decrease compared to $10.4
      million last year. GAAP operating loss of $14.1 million, compared to
      $43.7 million last year (2008 GAAP operating loss included a $24.2
      million one-time charge related to impairment of goodwill).
  --  Non-GAAP net loss of $10.7 million, an 11% decrease compared to $11.9
      million last year. GAAP net loss of $23.4 million, compared to $49.9
      million last year (2008 GAAP net loss included a $24.2 million one-time
      charge related to impairment of goodwill).




Oded Bashan, Chairman and CEO of OTI, said: "We are opening 2010 in a
strong position, with solid and established pipeline of large projects
and a stronger balance sheet, after finishing 2009 with positive cash
flow from operations. We are on target to reach operating breakeven on
a non-GAAP basis for the year, with expected sales of $48 million,
which represents a 50% increase over 2009 sales."

Mr. Bashan continued: "2009 results demonstrate the success of OTI's
strategy to focus on improving margins and reducing operating expenses,
specifically in R&D and G&A."

Mr. Bashan concluded: "The sale of the assets of MCT including the
machinery and inlay production IP of OTI in the fourth quarter of 2009
for EUR 8.5 million, is a result of our continued efforts to adapt
organization structure to corporate strategy, reduce our operating
expenses and offer end-to-end solutions which ultimately yield high
margin product sales and recurring revenues. The sale reduces OTI's
operating expenses and improves our cash flow position."

Discontinued Operations

During the fourth quarter of 2009, the Company signed an agreement for
the sale of the assets of OTI's subsidiary Millennium Card's Technology
Ltd ("MCT") including the machinery and inlay production IP of OTI to
SMARTRAC NV (as announced in November 2009). Results for the
discontinued operations have been separated and are presented
separately for both 2008 and 2009 statements.

Use of Non-GAAP Financial Information

In addition to reporting financial results in accordance with generally
accepted accounting principles, or GAAP, OTI uses non-GAAP measures of
gross profit, net income and earnings per share, which are adjustments
from results based on GAAP to exclude non-cash equity-based
compensation charges in accordance with the requirements of Accounting
Standards Codification ("ASC") Topic 718 (originally issued as SFAS No.
123(R)) and ASC Subtopic 505-50 - Equity-Based Payments to
Non-Employees (formerly EITF 96-18), amortization and impairment of
intangible assets and goodwill and results from discontinued
operations. OTI management believes the non-GAAP financial information
provided in this release provides meaningful supplemental information
regarding our performance and enhances the understanding of the
Company's on-going economic performance. The presentation of this
non-GAAP financial information is not intended to be considered in
isolation or as a substitute for results prepared in accordance with
GAAP. Management uses both GAAP and non-GAAP information in evaluating
and operating the business and as such deemed it important to provide
all this information to investors. Reconciliations between GAAP
measures and non-GAAP are provided later in this press release.

Conference call and Webcast Information

The Company has scheduled a conference call and simultaneous Web cast
for March 1, 2010, at 9:00 AM ET to discuss operating results and
future outlook. To participate, call: 1-888-668-9141 (U.S. toll free),
1-800-227-297 (Israel toll free). To listen to the Web cast, use the
following link: http://www.otiglobal.com/Investors_Introduction

For those unable to participate, the teleconference will be available
for replay until midnight March 7th, by calling U.S.: 1-888-295-2634 on
the web at: http://www.otiglobal.com/Investors_Introduction

About OTI

Established in 1990, OTI (Nasdaq:OTIV) designs, develops and markets
secure contactless microprocessor-based smart card technology to
address the needs of a wide variety of markets. Applications developed
by OTI include product solutions for petroleum payment systems,
homeland security solutions, electronic passports and IDs, payments,
mass transit ticketing, parking and loyalty programs. OTI has a global
network of regional offices to market and support its products. The
company was awarded the Frost & Sullivan 2005 and 2006 Company of the
Year Award in the field of smart cards.

The On Track Innovations Ltd. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5736

Safe Harbor for Forward-Looking Statements:

This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other Federal securities laws. Whenever we use words such as "believe,"
"expect," "anticipate," "intend," "plan," "estimate" or similar
expressions, we are making forward-looking statements. Because such
statements deal with future events and are based on OTI's current
expectations, they are subject to various risks and uncertainties and
actual results, performance or achievements of OTI could differ
materially from those described in or implied by the statements in this
press release. Forward-looking statements include statements regarding
our goals, beliefs, future growth strategies, objectives, plans or
current expectations. For example, when we say that we are opening 2010
in a strong position, with solid and established pipeline of large
projects and a stronger balance sheet, after finishing 2009 with
positive cash flow from operations, or when we say that we are on
target to reach operating breakeven on a non-GAAP basis for the year,
with expected sales of $48 million, which represents a 50% increase
over 2009 sales, or when we say that 2009 results demonstrate the
success of our strategy to focus on improving margins and reducing
operating expenses, specifically in R&D and G&A, or when we say that
the sale of the assets of MCT including the machinery and inlay
production IP of OTI in the fourth quarter of 2009 for EUR 8.5 million
is a result of our continued efforts to adapt organization structure to
corporate strategy, reduce our operating expenses and offer end-to-end
solutions which ultimately yield high margin product sales and
recurring revenues, or when we say that the sale reduces our operating
expenses and improves our cash flow position, we are using
forward-looking statements. Forward-looking statements could be
impacted by the effects of the protracted evaluation and validation
periods in the U.S. and other markets for contactless payment cards,
market acceptance of new and existing products and our ability to
execute production on orders, as well as the other risks and
uncertainties, including those discussed in the "Risk Factors" section
and elsewhere in our Annual Report on Form 20-F for the year ended
December 31, 2008 and in subsequent filings with the Securities and
Exchange Commission. Although we believe that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, we can give no assurance that our expectations will be
achieved. Except as otherwise required by law, OTI disclaims any
intention or obligation to update or revise any forward-looking
statements, which speak only as of the date hereof, whether as a result
of new information, future events or circumstances or otherwise.


                   ON TRACK INNOVATIONS LTD.                   
              CONDENSED CONSOLIDATED BALANCE SHEET             
         (In thousands, except share and per share data)       
                                                               
                                      December                 
                                          31       December 31 
                                                               
                                        2008          2009     
                                     -----------  ------------ 
                                                               
                                            (Unaudited)        
                                     ------------------------- 
  Assets                                                       
                                                               
  Current assets                                               
  Cash and cash equivalents             $ 27,196      $ 26,884 
  Short-term investments                     904         5,086 
  Trade receivables (net of                                    
   allowance for doubtful accounts                             
   of $3,315 and $2,777                                        
  as of December 31, 2008 and                                  
   December 31, 2009, respectively)        4,567         6,595 
  Other receivables and prepaid                                
   expenses                                2,994         2,478 
                                                               
  Inventories                             12,343         6,265 
                                     -----------  ------------ 
                                                               
                                                               
  Total current assets                    48,004        47,308 
                                     -----------  ------------ 
                                                               
  Severance pay deposits fund              1,189         1,112 
                                                               
  Investment in an affiliated                                  
   company                                    --            -- 
                                                               
  Property, plant and equipment,                               
   net                                    18,613        14,366 
                                                               
  Intangible assets, net                   2,503         1,532 
                                                               
  Assets from discontinued                                     
   operations -- held for sale                --        12,358 
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                     -----------  ------------ 
                                                               
  Total Assets                          $ 70,309       $76,676 
                                     ===========  ============ 




                                                          
                                                          
                 ON TRACK INNOVATIONS LTD.                
           CONDENSED CONSOLIDATED BALANCE SHEET           
      (In thousands, except share and per share data)     
                                                          
                                                 December 
                                   December 31     31     
                                                          
                                      2008         2009   
                                   -----------  --------- 
                                                          
                                        (Unaudited)       
                                   ---------------------- 
                                                          
  Liabilities and Shareholders'                           
   Equity                                                 
                                                          
  Current Liabilities                                     
  Short-term bank credit and                              
   current maturities                                     
  of long-term bank loans              $ 4,984    $ 6,255 
  Trade payables                         8,071      9,649 
                                                          
  Other current liabilities              3,517     16,174 
                                   -----------  --------- 
                                                          
  Total current liabilities             16,572     32,078 
                                   -----------  --------- 
                                                          
  Long-Term Liabilities                                   
  Long-term loans, net of current                         
   maturities                            1,762      2,642 
  Accrued severance pay                  3,672      3,373 
                                                          
  Deferred tax liability                   202        120 
                                   -----------  --------- 
                                                          
  Total long-term liabilities            5,636      6,135 
                                   -----------  --------- 
                                                          
                                                          
  Total Liabilities                     22,208     38,213 
                                   -----------  --------- 
                                                          
  Liabilities related to                                  
   discontinued operations                  --      8,495 
                                                          
  Commitments and Contingencies                           
                                                          
  Equity                                                  
  Shareholders' Equity                                    
  Ordinary shares of NIS 0.1 par                          
   value: Authorized --                                   
   50,000,000 shares as of                                
  December 31, 2008 and December                          
   31, 2009; issued 21,534,788                            
   and 23,946,316                                         
  shares as of December 31, 2008                          
   and December 31, 2009,                                 
   respectively; outstanding                              
  21,495,409 and 23,946,316                               
   shares as of December 31, 2008                         
   and December 31, 2009,                                 
  respectively                             508        571 
  Additional paid-in capital           182,944    187,473 
   Accumulated other                                      
    comprehensive income (loss)          (325)        570 
                                                          
  Accumulated deficit                (135,441)  (158,623) 
                                   -----------  --------- 
                                                          
  Shareholder's equity                  47,686     29,991 
                                   -----------  --------- 
                                                          
  Noncontrolling interest                  415       (23) 
                                   -----------  --------- 
                                                          
                                                          
  Total Equity                          48,101     29,968 
                                   -----------  --------- 
                                                          
  Total Liabilities and                                   
   Shareholders' Equity               $ 70,309    $76,676 
                                   ===========  ========= 




                                                                                     
                                                                                     
                                                                                     
                               ON TRACK INNOVATIONS LTD.                             
               NON GAAP CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS               
                   (In thousands, except share and per share data)                   
                                                                                     
                                                                                     
                                                                Three months ended   
                                     Year ended December 31        December 31       
                                    -----------------------  ----------------------- 
                                                                                     
                                       2008         2009        2008         2009    
                                    -----------  ----------  -----------  ---------- 
                                                                                     
                                                       (Unaudited)                   
                                    ------------------------------------------------ 
                                                                                     
  Revenues                                                                           
  Sales                                $ 32,387    $ 28,488      $ 7,084     $ 7,527 
                                                                                     
  Licensing and transaction fees          2,635       2,949          751       1,075 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
                                                                                     
  Total revenues                         35,022      31,437        7,835       8,602 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Cost of revenues                                                                   
                                                                                     
  Cost of sales                          19,729      16,738        4,403       5,270 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
                                                                                     
  Total cost of revenues                 19,729      16,738        4,403       5,270 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
                                                                                     
  Gross profit                           15,293      14,699        3,432       3,332 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Operating expenses                                                                 
  Research and development                7,399       6,034        1,587       1,669 
  Selling and marketing                   9,112       9,684        3,030       2,210 
                                                                                     
  General and administrative              9,176       8,392        2,657       2,867 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
                                                                                     
  Total operating expenses               25,687      24,110        7,274       6,746 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Operating loss                       (10,394)     (9,411)      (3,842)     (3,414) 
                                                                                     
  Financial income (expense), net         (474)     (1,153)          114       (413) 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Loss before taxes on income          (10,868)    (10,564)      (3,728)     (3,827) 
                                                                                     
  Taxes on income                           205        (89)           28        (54) 
                                                                                     
  Equity in loss of affiliate           (1,270)          --        (928)          -- 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Net loss                             (11,933)    (10,653)      (4,628)     (3,881) 
                                                                                     
  Net loss (income) attributable                                                     
   to noncontrolling interest              (57)         189         (57)          56 
                                    -----------  ----------  -----------  ---------- 
  Net loss attributable to                                                           
   shareholders                        (11,990)    (10,464)      (4,685)     (3,825) 
                                    ===========  ==========  ===========  ========== 
                                                                                     
  Basic and diluted net loss                                                         
   attributable to shareholders                                                      
   per ordinary share                  $ (0.59)    $ (0.46)     $ (0.22)    $ (0.16) 
                                    ===========  ==========  ===========  ========== 
  Weighted average number of                                                         
   ordinary shares used in                                                           
   computing                                                                         
  basic and diluted net loss per                                                     
   ordinary share                    20,413,578  22,635,479   21,378,887  23,548,712 
                                    ===========  ==========  ===========  ========== 
                                                                                     
  Adjustments from results based on GAAP to exclude:                                 
    (a)  The effect of stock-based compensation in accordance with SFAS 123(R) and   
     EITF 96-18.                                                                     
    (b)  The effect of amortization and impairment of intangible assets and goodwill 
     for 2008 and amortization of intangible assets for 2009.                        
    (c)  The effect of discontinued operation.                                       




                                                                                     
                                                                                     
                               ON TRACK INNOVATIONS LTD.                             
                 GAAP CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS                 
                   (In thousands, except share and per share data)                   
                                                                                     
                                                                                     
                                                                Three months ended   
                                     Year ended December 31        December 31       
                                    -----------------------  ----------------------- 
                                                                                     
                                       2008         2009        2008         2009    
                                    -----------  ----------  -----------  ---------- 
                                                                                     
                                                       (Unaudited)                   
                                    ------------------------------------------------ 
                                                                                     
  Revenues                                                                           
  Sales                                $ 32,387    $ 28,488      $ 7,084     $ 7,527 
                                                                                     
  Licensing and transaction fees          2,635       2,949          751       1,075 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
                                                                                     
  Total revenues                         35,022      31,437        7,835       8,602 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Cost of revenues                                                                   
                                                                                     
  Cost of sales                          19,789      16,782        4,418       5,275 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
                                                                                     
  Total cost of revenues                 19,789      16,782        4,418       5,275 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
                                                                                     
  Gross profit                           15,233      14,655        3,417       3,327 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Operating expenses                                                                 
  Research and development               10,300       8,127        2,120       2,192 
  Selling and marketing                  10,370      10,371        3,224       2,351 
  General and administrative             11,210       9,230        3,034       2,974 
  Amortization and impairment of                                                     
   intangible assets                      2,794         978        1,769         212 
                                                                                     
  Impairment of goodwill                 24,217          --       24,217          -- 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
                                                                                     
  Total operating expenses               58,891      28,706       34,364       7,729 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Operating loss                       (43,658)    (14,051)     (30,947)     (4,402) 
                                                                                     
  Financial income (expense), net         (474)     (1,153)          114       (413) 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Loss before taxes on income          (44,132)    (15,204)     (30,833)     (4,815) 
                                                                                     
  Taxes on income                           675        (89)          498        (54) 
                                                                                     
  Equity in loss of affiliate           (1,270)          --        (928)          -- 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Net loss from continuing                                                           
   operation                           (44,727)    (15,293)     (31,263)     (4,869) 
  Net loss from discontinued                                                         
   operation                            (5,211)     (8,078)      (1,320)     (4,407) 
                                    -----------  ----------  -----------  ---------- 
                                                                                     
  Net loss                             (49,938)    (23,371)     (32,583)     (9,276) 
                                                                                     
  Net loss (income) attributable                                                     
   to noncontrolling interest              (57)         189         (57)          56 
                                    -----------  ----------  -----------  ---------- 
  Net loss attributable to                                                           
   shareholders                        (49,995)    (23,182)     (32,640)     (9,220) 
                                    ===========  ==========  ===========  ========== 
                                                                                     
  Basic and diluted net loss                                                         
   attributable to shareholders                                                      
   per ordinary share                                                                
                                                                                     
  From continuing operation            $ (2.19)    $ (0.67)     $ (1.47)    $ (0.20) 
                                    ===========  ==========  ===========  ========== 
                                                                                     
  From discontinued operation          $ (0.26)    $ (0.35)     $ (0.06)    $ (0.19) 
                                    ===========  ==========  ===========  ========== 
  Weighted average number of                                                         
   ordinary shares used in                                                           
   computing                                                                         
  basic and diluted net loss per                                                     
   ordinary share                    20,413,578  22,635,479   21,378,887  23,548,712 
                                    ===========  ==========  ===========  ========== 




                                                                              
                                                                              
                           ON TRACK INNOVATIONS LTD.                          
                    RECONCILIATION BETWEEN GAAP TO NON-GAAP                   
                       UNAUDITED STATEMENT OF OPERATIONS                      
                (In thousands, except share and per share data)               
                                                                              
                                                      Year ended              
                                                      December                
                                                      31, 2009                
                                         GAAP        Adjustments   Non-GAAP   
                                                                              
  Revenues                                                                    
  Sales                                    $ 28,488           --     $ 28,488 
                                                                              
  Licensing and transaction fees              2,949                     2,949 
                                    ---------------           --  ----------- 
                                                                              
  Total revenues                             31,437                    31,437 
                                    ---------------               ----------- 
                                                                              
  Cost of Revenues                                                            
                                                                              
  Cost of sales                              16,782                    16,738 
                                    ---------------     (44) (a)  ----------- 
                                                                              
  Total cost of revenues                     16,782                    16,738 
                                    ---------------         (44)  ----------- 
                                                                              
                                                                              
  Gross profit                               14,655                    14,699 
                                    ---------------           44  ----------- 
                                                                              
  Operating Expenses                                                          
  Research and development                    8,127  (2,093) (a)        6,034 
  Selling and marketing                      10,371    (687) (a)        9,684 
  General and administrative                  9,230    (838) (a)        8,392 
  Amortization of intangible                                                  
   assets                                       978                        -- 
                                    ---------------    (978) (b)  ----------- 
                                                                              
  Total operating expenses                   28,706                    24,110 
                                    ---------------      (4,596)  ----------- 
                                                                              
  Operating loss                           (14,051)        4,640      (9,411) 
                                                                              
  Financial expenses, net                   (1,153)           --      (1,153) 
                                    ---------------  -----------  ----------- 
  Loss before taxes on income              (15,204)        4,640     (10,564) 
                                                                              
  Taxes on income                              (89)           --         (89) 
                                    ---------------  -----------  ----------- 
                                                                              
  Net loss from continuing                                                    
   operation                               (15,293)        4,640     (10,653) 
  Net loss from discontinued                                                  
   operation                                (8,078)    8,078 (c)           -- 
                                                                              
  Net loss                               $ (23,371)      $12,718   $ (10,653) 
                                                                              
  Net loss attributable to                                                    
   noncontrolling interest                      189           --          189 
                                    ---------------  -----------  ----------- 
  Net loss attributable to                                                    
   shareholders                          $ (23,182)      $12,718   $ (10,464) 
                                    ===============  ===========  =========== 
                                                                              
  Basic and diluted net loss                                                  
   attributable to shareholders                                               
   per ordinary share                                                         
                                                                              
  From continuing operation         $        (0.67)    $    0.21   $   (0.46) 
                                    ---------------  -----------  ----------- 
                                                                              
  From discontinued operation       $        (0.35)    $    0.35           -- 
                                    ---------------  -----------  ----------- 
  Weighted average number of                                                  
   ordinary shares used in                                                    
   computing basic and                                                        
  diluted net loss per ordinary                                               
   share                                 22,635,479                22,635,479 
                                    ===============               =========== 
                                   
    (a) The effect of stock-based  
     compensation in accordance    
     with                          
    SFAS 123(R) and EITF 96-18.    
    (b) The effect of amortization 
     of intangible assets.         
    (c) The effect of discontinued 
     operation.                    




                                                                          
                                                                          
                         ON TRACK INNOVATIONS LTD.                        
                  RECONCILIATION BETWEEN GAAP TO NON-GAAP                 
                     UNAUDITED STATEMENT OF OPERATIONS                    
              (In thousands, except share and per share data)             
                                                                          
                                                    Three                 
                                                    months                
                                                    ended                 
                                                  December                
                                                  31, 2009                
                                       GAAP      Adjustments   Non-GAAP   
  Revenues                                                                
  Sales                                 $ 7,527           --      $ 7,527 
                                                                          
  Licensing and transaction fees          1,075                     1,075 
                                    -----------           --  ----------- 
                                                                          
  Total revenues                          8,602                     8,602 
                                    -----------               ----------- 
                                                                          
  Cost of Revenues                                                        
                                                                          
  Cost of sales                           5,275                     5,270 
                                    -----------      (5) (a)  ----------- 
                                                                          
  Total cost of revenues                  5,275                     5,270 
                                    -----------          (5)  ----------- 
                                                                          
                                                                          
  Gross profit                            3,327                     3,332 
                                    -----------            5  ----------- 
                                                                          
  Operating Expenses                                                      
  Research and development                2,192    (523) (a)        1,669 
  Selling and marketing                   2,351    (141) (a)        2,210 
  General and administrative              2,974    (107) (a)        2,867 
  Amortization of intangible                                              
   assets                                   212                        -- 
                                    -----------    (212) (b)  ----------- 
                                                                          
  Total operating expenses                7,729                     6,746 
                                    -----------        (983)  ----------- 
                                                                          
  Operating loss                        (4,402)          988      (3,414) 
                                                                          
  Financial expenses, net                 (413)           --        (413) 
                                    -----------  -----------  ----------- 
  Loss before taxes on income           (4,815)          988      (3,827) 
                                                                          
  Taxes on income                          (54)           --         (54) 
                                    -----------  -----------  ----------- 
                                                                          
  Net loss from continuing                                                
   operation                            (4,869)          988      (3,881) 
  Net loss from discontinued                                              
   operation                            (4,407)    4,407 (c)           -- 
                                                                          
  Net loss                            $ (9,276)      $ 5,395    $ (3,881) 
                                                                          
  Net loss attributable to                                                
   noncontrolling interest                   56           --           56 
                                    -----------  -----------  ----------- 
  Net loss attributable to                                                
   shareholders                       $ (9,220)      $ 5,395    $ (3,825) 
                                    -----------  -----------  ----------- 
                                                                          
  Basic and diluted net loss                                              
   attributable to shareholders                                           
   per ordinary share                                                     
                                                                          
  From continuing operation            $ (0.20)       $ 0.04     $ (0.16) 
                                    -----------  -----------  ----------- 
                                                                          
  From discontinued operation          $ (0.19)       $ 0.19           -- 
                                    -----------  -----------  ----------- 
  Weighted average number of                                              
   ordinary shares used in                                                
   computing basic and diluted net                                        
   loss per ordinary share           23,548,712                23,548,712 
                                    ===========               =========== 
                                                                          
    (a) The effect of stock-based compensation in accordance with SFAS    
     123(R) and EITF 96-18.                                               
    (b) The effect of amortization of intangible assets.                  
    (c) The effect of discontinued operation.                             




                                                                           
                                                                           
                          ON TRACK INNOVATIONS LTD                         
                   RECONCILIATION BETWEEN GAAP TO NON-GAAP                 
                     UNAUDITED STATEMENT OF OPERATIONS                     
               (In thousands, except share and per share data)             
                                                                           
                                                  Year ended               
                                                 December 31,              
                                                     2008                  
                                       GAAP       Adjustments   Non-GAAP   
                                                                           
  Revenues                                                                 
  Sales                                $ 32,387            --     $ 32,387 
                                                                           
  Licensing and transaction fees          2,635                      2,635 
                                    -----------            --  ----------- 
                                                                           
  Total revenues                         35,022                     35,022 
                                    -----------                ----------- 
                                                                           
  Cost of Revenues                                                         
                                                                           
  Cost of sales                          19,789                     19,729 
                                    -----------      (60) (a)  ----------- 
                                                                           
  Total cost of revenues                 19,789                     19,729 
                                    -----------          (60)  ----------- 
                                                                           
                                                                           
  Gross profit                           15,233                     15,293 
                                    -----------            60  ----------- 
                                                                           
  Operating Expenses                                                       
  Research and development               10,300   (2,901) (a)        7,399 
  Selling and marketing                  10,370   (1,258) (a)        9,112 
  General and administrative             11,210   (2,034) (a)        9,176 
  Amortization and impairment of                                           
   intangible assets                      2,794   (2,794) (b)           -- 
                                                                           
  Impairment of goodwill                 24,217                         -- 
                                    -----------  (24,217) (b)  ----------- 
                                                                           
  Total operating expenses               58,891                     25,687 
                                    -----------      (33,204)  ----------- 
                                                                           
  Operating loss                       (43,658)        33,264     (10,394) 
                                                                           
  Financial expenses, net                 (474)            --        (474) 
                                    -----------  ------------  ----------- 
  Loss before taxes on income          (44,132)        33,264     (10,868) 
  Taxes on income                           675     (470) (b)          205 
                                                                           
  Equity in loss of affiliate           (1,270)            --      (1,270) 
                                    -----------  ------------  ----------- 
                                                                           
  Net loss from continuing                                                 
   operation                           (44,727)        32,794     (11,933) 
  Net loss from discontinued                                               
   operation                            (5,211)     5,211 (c)           -- 
                                                                           
  Net loss                           $ (49,938)       $38,005  $ (11,933)  
                                                                           
  Net income attributable to                                               
   noncontrolling interest                 (57)            --         (57) 
                                    -----------  ------------  ----------- 
  Net loss attributable to                                                 
   shareholders                                                            
                                                                           
                                     $ (49,995)      $ 38,005   $ (11,990) 
                                    ===========  ============  =========== 
  Basic and diluted net loss                                               
   attributable to shareholders                                            
   per ordinary share                                                      
                                                                           
  From continuing operation            $ (2.19)        $ 1.60     $ (0.59) 
                                    -----------  ------------  ----------- 
                                                                           
  From discontinued operation          $ (0.26)        $ 0.26           -- 
                                    -----------  ------------  ----------- 
  Weighted average number of                                               
   ordinary shares used in                                                 
   computing basic and diluted net                                         
   loss per ordinary share           20,413,578                 20,413,578 
                                    ===========                =========== 
                                                                           
    (a) The effect of stock-based compensation in accordance with SFAS     
     123(R) and EITF 96-18.                                                
    (b) The effect of amortization and impairment of intangible assets and 
     goodwill.                                                             
    (c) The effect of discontinued operation.                              




                                                                            
                                                                            
                           ON TRACK INNOVATIONS LTD                         
                   RECONCILIATION BETWEEN GAAP TO NON-GAAP                  
                      UNAUDITED STATEMENT OF OPERATIONS                     
               (In thousands, except share and per share data)              
                                                                            
                                                 Three months               
                                                    ended                   
                                                 December 31,               
                                                     2008                   
                                       GAAP       Adjustments    Non-GAAP   
                                                                            
  Revenues                                                                  
  Sales                                 $ 7,084            --       $ 7,084 
                                                                            
  Licensing and transaction fees            751                         751 
                                   ------------            --  ------------ 
                                                                            
  Total revenues                          7,835                       7,835 
                                   ------------                ------------ 
                                                                            
  Cost of Revenues                                                          
                                                                            
  Cost of sales                           4,418                       4,403 
                                   ------------      (15) (a)  ------------ 
                                                                            
  Total cost of revenues                  4,418                       4,403 
                                   ------------          (15)  ------------ 
                                                                            
                                                                            
  Gross profit                            3,417                       3,432 
                                   ------------            15  ------------ 
                                                                            
  Operating Expenses                                                        
  Research and development                2,120     (533) (a)         1,587 
  Selling and marketing                   3,224     (194) (a)         3,030 
  General and administrative              3,034     (377) (a)         2,657 
  Amortization and impairment of                                            
   intangible assets                      1,769   (1,769) (b)            -- 
                                                                            
  Impairment of goodwill                 24,217                          -- 
                                   ------------  (24,217) (b)  ------------ 
                                                                            
  Total operating expenses               34,364                       7,274 
                                   ------------      (27,090)  ------------ 
                                                                            
  Operating loss                       (30,947)        27,105       (3,842) 
                                                                            
  Financial income, net                     114            --           114 
                                   ------------  ------------  ------------ 
  Loss before taxes on income          (30,833)        27,105      (3, 728) 
  Taxes on income                           498     (470) (b)            28 
                                                                            
  Equity in loss of affiliate             (928)            --         (928) 
                                   ------------  ------------  ------------ 
                                                                            
  Net loss from continuing                                                  
   operation                           (31,263)        26,635       (4,628) 
  Net loss from discontinued                                                
   operation                            (1,320)     1,320 (c)            -- 
                                                                            
  Net loss                           $ (32,583)      $ 27,955     $ (4,628) 
                                                                            
  Net income attributable to                                                
   noncontrolling interest                 (57)            --          (57) 
                                   ------------  ------------  ------------ 
  Net loss attributable to                                                  
   shareholders                      $ (32,640)       $27,955     $ (4,685) 
                                   ============  ============  ============ 
                                                                            
  Basic and diluted net loss                                                
   attributable to shareholders                                             
   per ordinary share                                                       
                                                                            
  From continuing operation            $ (1.47)        $ 1.25      $ (0.22) 
                                   ------------  ------------  ------------ 
                                                                            
  From discontinued operation          $ (0.06)        $ 0.06            -- 
                                   ------------  ------------  ------------ 
  Weighted average number of                                                
   ordinary shares used in                                                  
   computing basic and diluted                                              
   net loss per ordinary share       21,378,887                  21,378,887 
                                   ============                ============ 
                                                                            
    (a) The effect of stock-based compensation in accordance with SFAS      
     123(R) and EITF 96-18.                                                 
    (b) The effect of amortization and impairment of intangible assets and  
     goodwill.                                                              
    (c) The effect of discontinued operation.                               




                                                                                 
                                                                                 
                             ON TRACK INNOVATIONS LTD.                           
                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                 
                 (In thousands, except share and per share data)                 
                                                                                 
                                                                                 
                                                          Year ended December 31 
                                                         ----------------------- 
                                                                                 
                                                            2008         2009    
                                                         -----------  ---------- 
                                                                                 
                                                               (Unaudited)       
                                                         ----------------------- 
                                                                                 
  Cash flows from operating activities                                           
  Net loss                                                $ (44,727)  $ (15,293) 
  Adjustments required to reconcile net loss to net                              
   cash used in operating activities:                                            
  Stock-based compensation related to options and                                
   shares issued to employees and others                       6,253       3,662 
  Loss (gain) on sale of property and equipment                   25         (3) 
  Amortization and impairment of intangible assets and                           
   goodwill                                                   27,011         978 
  Depreciation                                                 3,044       2,632 
  Equity in net losses of an affiliated company                1,270          -- 
                                                                                 
  Accrued severance pay, net                                      78       (222) 
  Accrued interest and linkage differences on long-term                          
   loans                                                        (27)          36 
  Decrease in deferred tax liability                           (711)        (82) 
  Decrease (increase) in trade receivables                     2,702     (1,326) 
  Increase (decrease) in allowance for doubtful account          548       (538) 
  Decrease in other receivables and prepaid expenses             567         663 
  Decrease in inventories                                        869         429 
  Increase (decrease) in trade payables                      (1,859)       1,334 
                                                                                 
  Increase (decrease) in other current liabilities           (2,008)      12,788 
                                                         -----------  ---------- 
  Net cash provided by (used in) continuing operating                            
   activities                                                (6,965)       5,058 
                                                         -----------  ---------- 
                                                                                 
  Cash flows from investing activities                                           
                                                                                 
  Acquisition of consolidated subsidiary, net of cash                            
   acquired                                                    (565)          -- 
  Purchase of property and equipment                         (1,518)     (4,124) 
  Purchase of available-for-sale securities                 (29,068)     (5,623) 
  Proceeds from maturity of available-for-sale                                   
   securities                                                 34,551       1,418 
                                                                                 
  Other, net                                                      30          22 
                                                         -----------  ---------- 
  Net cash provided by (used in) continuing investing                            
   activities                                                  3,430     (8,307) 
                                                         -----------  ----------