UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2018~~2019

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from

__________ to __________

Commission file number 000-49877

ON TRACK INNOVATIONS LTD.

(Exact name of registrant as specified in its charter)

Israel		N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Z.H.R. Industrial Zone, P.O. Box 32, Rosh Pina, Israel 1200001

(Address of principal executive offices)

+ 972-4-6868000
(Registrant’s telephone number)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

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 every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
~~Emerging growth 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 ☒

~~State~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~41,294,377~~41,324,377 Ordinary Shares outstanding as of ~~October 30, 2018.~~November 5, 2019.

ON TRACK INNOVATIONS LTD.

TABLE OF CONTENTS

Part I - Financial Information
~~Part I - Financial Information~~	1

Item 1.		Financial Statements		1

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		2

Item 4.		Controls and Procedures	13	14

Part II - Other Information			14

Item 1.		Legal Proceedings	14	15

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		16

Item 5.		Other Information		16

Item 6.	~~Exhibits~~	15Exhibits		16

	~~Signatures~~	16Signatures		17

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ON TRACK INNOVATIONS LTD. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, ~~2018~~2019

(Unaudited)

On Track Innovations Ltd.

and its Subsidiaries

Interim Unaudited Condensed Consolidated Financial Statements as of September 30, ~~2018~~2019

Contents

	Page

Interim Unaudited Condensed Consolidated Balance Sheets	F-2 - F-3

Interim Unaudited Condensed Consolidated Statements of Operations	F-4

Interim Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~	F-5

Interim Unaudited Condensed Consolidated Statements of Changes in Equity	F-6 - F-7

Interim Unaudited Condensed Consolidated Statements of Cash Flows	~~F-7~~F-8 - ~~F-8~~F-9

Notes to the Interim Unaudited Condensed Consolidated Financial Statements	~~F-9~~F-10 - ~~F-24~~F-27

F-1

On Track Innovations Ltd.

and its Subsidiaries

Interim Unaudited Condensed Consolidated Balance Sheets

US dollars in thousands except share and per share data

September 30, December 31,
2018 2017
Assets

Current assets
Cash and cash equivalents $ 4,514 $ 6,742
Short-term investments 1,391 3,331
Trade receivables (net of allowance for doubtful accounts of $619 and $568 as of September 30, 2018 and December 31, 2017, respectively) 4,026 5,827
Other receivables and prepaid expenses 2,676 1,563
Inventories 3,356 3,009
Total current assets 15,963 20,472

Long-term restricted deposit for employees benefit 468 498

Severance pay deposits 358 405

Property, plant and equipment, net 5,246 5,859

Intangible assets, net 264 336

Total Assets $ 22,299 $ 27,570

~~The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.~~

~~On Track Innovations Ltd.~~

~~and its Subsidiaries~~

~~Interim Unaudited Condensed Consolidated Balance Sheets~~

~~US dollars in thousands except share and per share data~~

September 30, December 31,
2018 2017
Liabilities and Equity

Current Liabilities
Short-term bank credit and current maturities of long-term bank loans $ 504 $ 4,181
Trade payables 6,670 6,264
Other current liabilities 2,133 2,421
Total current liabilities 9,307 12,866

Long-Term Liabilities
Long-term loans, net of current maturities 8 814
Accrued severance pay 874 939
Deferred tax liability 452 500
Total long-term liabilities 1,334 2,253

Total Liabilities 10,641 15,119

Commitments and Contingencies

Equity
Shareholders’ Equity
Ordinary shares of NIS 0.1 par value: Authorized: 50,000,000 shares as of September 30, 2018 and December 31, 2017; issued: 42,473,076 and 42,353,077 shares as of September 30, 2018 and December 31, 2017, respectively; outstanding: 41,294,377 and 41,174,378 shares as of September 30, 2018 and December 31, 2017, respectively 1,068 1,064
Additional paid-in capital 224,968 224,758
Treasury shares at cost - 1,178,699 shares as of September 30, 2018 and December 31, 2017 (2,000 ) (2,000 )
Accumulated other comprehensive loss (901 ) (691 )
Accumulated deficit (211,477 ) (210,680 )
Total Equity 11,658 12,451

Total Liabilities and Equity $ 22,299 $ 27,570

~~The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.~~

~~On Track Innovations Ltd.~~

~~and its Subsidiaries~~

~~Interim Unaudited Condensed Consolidated Statements of Operations~~

~~US dollars in thousands except share and per share data~~

Three months ended
September 30, Nine months ended
September 30,
2018 2017 2018 2017

Revenues
Sales $ 5,020 $ 3,445 $ 14,157 $ 11,871
Licensing and transaction fees 1,453 1,225 4,332 3,765

Total revenues 6,473 4,670 18,489 15,636

Cost of revenues
Cost of sales 3,051 2,192 8,778 7,468
Total cost of revenues 3,051 2,192 8,778 7,468

Gross profit 3,422 2,478 9,711 8,168
Operating expenses
Research and development 777 823 2,422 2,414
Selling and marketing 1,592 1,332 4,700 4,166
General and administrative 1,098 758 3,070 2,553

Total operating expenses 3,467 2,913 10,192 9,133

Operating loss from continuing operations (45 ) (435 ) (481 ) (965 )
Financial expenses, net (2 ) (126 ) (129 ) (236 )

Loss from continuing operations before taxes on income (47 ) (561 ) (610 ) (1,201 )
Income tax (111 ) (12 ) (73 ) (68 )

Net loss from continuing operations (158 ) (573 ) (683 ) (1,269 )
Net (loss) income from discontinued operations (26 ) 1,441 (114 ) 1,365

Net (loss) income (184 ) 868 (797 ) 96

Basic and diluted net gain (loss) attributable to shareholders per ordinary share
From continuing operations (* ) (0.01 ) (0.02 ) (0.03 )
From discontinued operations (* ) 0.03 (*) 0.03

$ (* ) $ 0.02 $ (0.02 ) $ (* )

Weighted average number of ordinary shares used in computing basic and diluted net (loss) income per ordinary share 41,294,377 41,122,965 41,260,426 41,099,603

~~(*) Less than $0.01 per ordinary share.~~

	September 30,		December 31,
	2019		2018

Assets

Current assets
Cash and cash equivalents	$	3,396	$	4,827
Short-term investments		1,905		1,078
Trade receivables (net of allowance for doubtful accounts of $558 and $555 as of September 30, 2019 and December 31, 2018, respectively)		2,469		4,530
Other receivables and prepaid expenses		1,602		2,060
Inventories		4,366		3,527

Total current assets		13,738		16,022

Long-term restricted deposit for employees benefit		473		451

Severance pay deposits		404		375

Property, plant and equipment, net		3,693		5,033

Intangible assets, net		246		241

Right-of-use assets		1,930		-

Total Assets	$	20,484	$	22,122

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-2

On Track Innovations Ltd.

and its Subsidiaries

Interim Unaudited Condensed Consolidated ~~Statements of Comprehensive Income (Loss)~~Balance Sheets

US dollars in thousands except share and per share data

Three months ended
September 30, Nine months ended
September 30,
2018 2017 2018 2017

Total comprehensive (loss) income:
Net (loss) income $ (184 ) $ 868 $ (797 ) $ 96
Foreign currency translation adjustments 44 28 (210 ) 360

Total comprehensive (loss) income $ (140 ) $ 896 $ (1,007 ) $ 456

	September 30,			December 31,
	2019			2018

Liabilities and Equity

Current Liabilities
Short-term bank credit and current maturities of long-term bank loans	$	2,553		$	260
Trade payables		4,857			4,712
Other current liabilities		2,286			3,622

Total current liabilities		9,696			8,594

Long-Term Liabilities
Long-term loans, net of current maturities		26			39
Long-term liabilities due to operating leases, net of current maturities		1,204			-
Accrued severance pay		948			853
Deferred tax liability		393			445
Total long-term liabilities		2,571			1,337

Total Liabilities		12,267			9,931

Commitments and Contingencies

Equity
Shareholders’ Equity
Ordinary shares of NIS 0.1 par value:
Authorized: 50,000,000 shares as of September 30, 2019 and December 31, 2018; issued: 42,503,076 and 42,473,076 shares as of September 30, 2019 and December 31, 2018, respectively; outstanding: 41,324,377 and 41,294,377 shares as of September 30, 2019, and December 31, 2018, respectively		1,069			1,068
Additional paid-in capital		225,117			225,022
Treasury shares at cost - 1,178,699 shares as of September 30, 2019 and December 31, 2018		(2,000	)		(2,000	)
Accumulated other comprehensive loss		(1,172	)		(956	)
Accumulated deficit		(214,797	)		(210,943	)
Total Equity		8,217			12,191

Total Liabilities and Equity	$	20,484		$	22,122

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-3

On Track Innovations Ltd.

and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Operations

US dollars in thousands except share and per share data

	Three months ended September 30,						Nine months ended September 30,
	2019			*2018			2019			*2018

Revenues
Sales	$	2,631		$	4,760		$	7,286		$	13,353
Licensing and transaction fees		1,234			1,339			3,708			3,997

Total revenues		3,865			6,099			10,994			17,350

Cost of revenues
Cost of sales		2,161			2,870			5,273			8,351
Total cost of revenues		2,161			2,870			5,273			8,351

Gross profit		1,704			3,229			5,721			8,999
Operating expenses
Research and development		840			765			2,528			2,391
Selling and marketing		1,193			1,591			3,798			4,700
General and administrative		1,070			1,099			3,081			3,001
Other (gain) expenses, net		(335	)		-			(335	)		70

Total operating expenses		2,768			3,455			9,072			10,162

Operating loss from continuing operations		(1,064	)		(226	)		(3,351	)		(1,163	)
Financial expenses, net		(93	)		(2	)		(199	)		(129	)

Loss from continuing operations before taxes on income		(1,157	)		(228	)		(3,550	)		(1,292	)
Income tax (expenses) benefit, net		(17	)		2			(25	)		267

Net loss from continuing operations		(1,174	)		(226	)		(3,575	)		(1,025	)
Net (loss) income from discontinued operations		(36	)		42			(279	)		228

Net loss		(1,210	)		(184	)		(3,854	)		(797	)

Basic and diluted net (loss) income attributable to shareholders per ordinary share
From continuing operations		(0.03	)		(**	)		(0.09	)		(0.02	)
From discontinued operations		(**	)		(**	)		(**	)		(**	)

	$	(0.03	)	$	(**	)	$	(0.09	)	$	(0.02	)

Weighted average number of ordinary shares used in computing basic and diluted net (loss) income per ordinary share		41,324,377			41,294,377			41,306,575			41,260,426

Reclassified to conform with the current period presentation, see Note 1C(2).

Less than $0.01 per ordinary share.

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements

F-4

On Track Innovations Ltd.

and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

US dollars in thousands

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018

Total comprehensive (loss) income:
Net (loss) income	$	(1,210	)	$	(184	)	$	(3,854	)	$	(797	)
Foreign currency translation adjustments		(254	)		44			(216	)		(210	)

Total comprehensive (loss) income	$	(1,464	)	$	(140	)	$	(4,070	)	$	(1,007	)

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-5

On Track Innovations Ltd.

and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Changes in Equity

US dollars in thousands except number of shares

										Accumulated
					Additional		Treasury			other
	Number of		Share		paid-in		Shares			comprehensive			Accumulated			Total
	Shares issued		capital		capital		(at cost)			Income (loss)			deficit			equity

Balance as of June 30, 2018		42,473,076	$	1,068	$	224,903	$	(2,000	)	$	(945	)	$	(211,293	)	$	11,733

Changes during the three months period ended September 30, 2018:

Stock-based compensation		-		-		65		-			-			-			65
Exercise of options		-		-		-		-			-			-			-
Foreign currency translation adjustments		-		-		-		-			44			-			44
Net loss		-		-		-		-			-			(184	)		(184	)
Balance as of September 30, 2018		42,473,076	$	1,068	$	224,968	$	(2,000	)	$	(901	)	$	(211,477	)	$	11,658
Balance as of June 30, 2019		42,503,076	$	1,069	$	225,111	$	(2,000	)	$	(918	)	$	(213,587	)	$	9,675

Changes during the three months period ended September 30, 2019:

Stock-based compensation		-		-		6		-			-			-			6
Foreign currency translation adjustments		-		-		-		-			(254	)		-			(254	)
Net loss		-		-		-		-			-			(1,210	)		(1,210	)
Balance as of September 30, 2019		42,503,076	$	1,069	$	225,117	$	(2,000	)	$	(1,172	)	$	(214,797	)	$	8,217

(*)

See Note 10D.

F-6

On Track Innovations Ltd.

and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Changes in Equity

US dollars in thousands except number of shares

											Accumulated																			Accumulated
						Additional		Treasury			other														Additional		Treasury			other
	Number of			Share		paid-in		Shares			comprehensive			Accumulated			Total			Number of			Share		paid-in		Shares			comprehensive			Accumulated			Total
	Shares issued			capital		capital		(at cost)			Income (loss)			deficit			equity			Shares issued			capital		capital		(at cost)			Income (loss)			deficit			equity

Balance as of December 31, 2016		42,243,075		$	1,061	$	224,415	$	(2,000	)	$	(1,236	)	$	(210,082	)	$	12,158

Changes during the nine month period ended September 30, 2017:

Stock-based compensation		45,000	(**)		2		236		-			-			-			238
Exercise of options		25,002			(*)		25		-			-			-			25
Foreign currency translation adjustments		-			-		-		-			360			-			360
Net income		-			-		-		-			-			96			96
Balance as of September 30, 2017		42,313,077		$	1,063	$	224,676	$	(2,000	)	$	(876	)	$	(209,986	)	$	12,877


Balance as of December 31, 2017		42,353,077		$	1,064	$	224,758	$	(2,000	)	$	(691	)	$	(210,680	)	$	12,451			42,353,077		$	1,064	$	224,758	$	(2,000	)	$	(691	)	$	(210,680	)	$	12,451

Changes during the nine month period ended September 30, 2018:

Stock-based compensation		80,000	(**)		3		177		-			-			-			180			80,000	(*)		3		177		-			-			-			180
Exercise of options		39,999			1		33		-			-			-			34			39,999			1		33		-			-			-			34
Foreign currency translation adjustments		-			-		-		-			(210	)		-			(210	)		-			-		-		-			(210	)		-			(210	)
Net loss		-			-		-		-			-			(797	)		(797	)		-			-		-		-			-			(797	)		(797	)
Balance as of September 30, 2018		42,473,076		$	1,068	$	224,968	$	(2,000	)	$	(901	)	$	(211,477	)	$	11,658			42,473,076		$	1,068	$	224,968	$	(2,000	)	$	(901	)	$	(211,477	)	$	11,658

Balance as of December 31, 2018																					42,473,076		$	1,068	$	225,022	$	(2,000	)	$	(956	)	$	(210,943	)	$	12,191

Changes during the nine month period ended September 30, 2019:
Stock-based compensation																					30,000	(*)		1		95		-			-			-			96
Foreign currency translation adjustments																					-			-		-		-			(216	)		-			(216	)
Net loss																					-			-		-		-			-			(3,854	)		(3,854	)
Balance as of September 30, 2019																					42,503,076		$	1,069	$	225,117	$	(2,000	)	$	(1,172	)	$	(214,797	)	$	8,217

(*)

~~Less than $1.~~

~~(**)~~

See Note ~~9D.~~10D.

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-7

On Track Innovations Ltd.

and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Cash Flows

US dollars in thousands

	Nine months ended September 30,						Nine months ended September 30,
	2018			2017			2019			*2018
Cash flows from continuing operating activities
Net loss from continuing operations	$	(683	)	$	(1,269	)	$	(3,575	)	$	(1,025	)
Adjustments required to reconcile net loss to
net cash used in continuing operating activities:
Adjustments required to reconcile net loss to net cash used in continuing operating activities:
Stock-based compensation related to options and shares issued to employees and others		180			238			96			180
Depreciation and amortization		978			878			951			978
Deferred tax, net		(20	)		37			(25	)		(360	)
Gain on sale of property and equipment		(25	)		(9	)		(328	)		(25	)
Accrued interest and linkage differences, net		-			(41	)		(48	)		-

Changes in operating assets and liabilities:
Accrued severance pay, net		(19	)		72			66			(19	)
Decrease in trade receivables, net		1,744			187			1,576			1,377
Increase in other receivables and prepaid expenses		(1,162	)		(435	)
Decrease (increase) in other receivables and prepaid expenses								395			(255	)
Increase in inventories		(381	)		(710	)		(879	)		(381	)
Increase (decrease) in trade payables		668			(611	)		506			(263	)
Decrease in other current liabilities		(273	)		(777	)		(585	)		(151	)
Net cash provided by (used in) continuing operating activities		1,007			(2,440	)
Net cash (used in) provided by continuing operating activities								(1,850	)		56

Cash flows from continuing investing activities

Purchase of property and equipment		(467	)		(160	)		(433	)		(467	)
Proceeds from sale of property and equipment		52			14			1,102			52
Change in short-term investments, net		1,195			2,917			(978	)		1,195
Investment in capitalized certification costs		(92	)		(185	)		(156	)		(92	)
Proceeds from restricted deposit for employees benefit		8			44			10			8
Net cash provided by continuing investing activities		696			2,630
Net cash (used in) provided by continuing investing activities								(455	)		696

Cash flows from continuing financing activities
Decrease in short-term bank credit, net		(3,449	)		(72	)
Increase (decrease) in short-term bank credit, net								2,636			(3,449	)
Repayment of long-term bank loans		(979	)		(469	)		(261	)		(979	)
Proceeds from exercise of options and warrants		34			25			-			34
Net cash used in continuing financing activities		(4,394	)		(516	)
Net cash provided by (used in) continuing financing activities								2,375			(4,394	)

Cash flows from discontinued operations
Net cash used in discontinued operating activities		(115	)		(86	)
Total net cash used in discontinued operations		(115	)		(86	)
Net cash (used in) provided by discontinued operating activities								(1,397	)		836

Total net cash (used in) provided by discontinued operations								(1,397	)		836

Effect of exchange rate changes on cash and cash equivalents		(187	)		460			(277	)		(187	)

(Decrease) increase in cash, cash equivalents and restricted cash		(2,993	)		48
Decrease in cash, cash equivalents and restricted cash								(1,604	)		(2,993	)

Cash, cash equivalents and restricted cash - beginning of the period		7,799			(*)7,500			5,105			7,799

Cash, cash equivalents and restricted cash - end of the period	$	4,806		$	(*)7,548		$	3,501		$	4,806

(*)

Reclassified to conform with the current period presentation, see Note ~~2A(1)~~1C(2).

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-8

On Track Innovations Ltd.

and its Subsidiaries

Interim Unaudited Condensed Consolidated Statements of Cash Flows (cont’d)

US dollars in thousands

	Nine months ended September 30,				Nine months ended September 30,
	2018		2017		2019		2018
Supplementary cash flows activities:

Cash paid during the period for:
Interest paid	$	112	$	140	$	44	$	112
Income taxes paid	$	43	$	31	$	187	$	43

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

F-9

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 1 -– Organization and Basis of Presentation

Description of business

On Track Innovations Ltd. (the “Company”) was founded in 1990, in Israel. The Company and its subsidiaries (together, the “Group”) are principally engaged in the field of design and development of cashless payment solutions.

The Company’s ordinary shares are listed for trading on the OTCQX market (formerly listed on the Nasdaq Capital ~~Market.~~Market until October 30, 2019).

~~The~~At September 30, 2019, the Company operates in two operating segments: (a) Retail and Mass Transit Ticketing, and (b) Petroleum. ~~In addition to~~See Note 11. During 2018, the ~~two operating segments, certain products for the~~Company sold its medical ~~industry and other secure~~ smart ~~card solutions are classified under “Other” in segment analysis appearing in~~cards operation – see Note ~~10.~~1C(2).

Interim Unaudited Financial Information

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and therefore should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

In the opinion of management, all adjustments considered necessary for a fair ~~presentation,~~statement, consisting of normal recurring adjustments, have been included. Operating results for the ~~nine-month~~nine month period ended September 30, ~~2018~~2019 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2018.~~2019.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the assets, liabilities, revenue, costs, expenses and accumulated other comprehensive income/(loss) that are reported in the Interim Consolidated Financial Statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.

Divestiture of operations

In December 2013, the Company completed the sale of certain assets, subsidiaries and intellectual property (“IP”) relating to its Smart ID division, for a total purchase price of $10,000 in cash and an additional $12,500 subject to performance-based milestones. Accordingly, the results and the cash flows of this operation for all reporting periods are presented in the statements of operations and in the statements of cash flows, respectively, as discontinued operations separately from continuing operations.

F-10

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 1 -– Organization and Basis of Presentation (cont’d)

Divestiture of operations (cont’d)

On April 20, 2016, the purchaser of the Smart ID division, SuperCom Ltd. (“SuperCom”), and the Company entered into a settlement agreement resolving certain litigation between SuperCom and the Company pursuant to which SuperCom paid the Company $2,050 and agreed to pay the Company up to $1,500 in accordance with and subject to a certain earn-out mechanism. In November 2017, the Company commenced an arbitration procedure with SuperCom, in which the Company claims that additional earn-out payments have not been paid to the Company. SuperCom raised issues against the Company during the arbitration ~~for material damages. The evidence~~procedure. An arbitration decision was issued on December 24, 2018 in the ~~arbitration were heard on March 6, 2018,~~Company’s favor and indenied SuperCom’s claims. The Arbitrator ordered SuperCom to disclose the ~~coming weeks~~financial information regarding the parties are expected to complete the submission of their written summaries, after which a decision will be given by the arbitrator. According to legal advice, the Company has good claims with respect to the issues that are included in the arbitration and the chancesearn-out payments that the Company ~~will be required~~is entitled to ~~compensate~~receive, and to pay the Company accordingly, or otherwise pay the Company the maximum earn-out amount, which equals $1,500 minus the earn-out amounts that were already paid by SuperCom ~~are low.~~ to the Company. As of the date hereof, the said arbitration verdict has been validated as a court verdict, and the Company is currently taking actions to enforce it.

The Company records the earn-out payments only when the consideration is determined to be realizable. The Company did not record or receive any contingent consideration during the nine months ended September 30, ~~2018~~2019 and ~~2017.~~2018.

~~On September 14, 2016,~~In December 2018, the Company completed the sale of ~~certain assets and IP related~~its medical smart cards operation (“Medismart”) (formerly part of the Company’s “Other segment”) to ~~its former parking segment to Atrinet Ltd. and its affiliated entities~~Smart Applications International Limited (“Smart”) for a ~~non-material amount.~~total price of $2,750. The Company has determined that the sale of the ~~parking~~Medismart business qualifies as a discontinued operation. Accordingly, the results and the cash flows of ~~these operations~~this operation for all reporting periods are presented in the statements of operations and in the statements of cash flows, respectively, as discontinued operations separately from continuing ~~operations.~~operations (see also Note 8). All prior periods’ information has been reclassified to conform with the current period’s presentation.

~~Event~~Events in the reporting period

On May 24, 2019, ASEC S.A. (Spolka Akcyjna), the Polish subsidiary of the Company (hereinafter – “ASEC”), entered into a loan agreement with PKO Bank Polski, a Polish bank (hereinafter – “the Lender”). The agreement provides that the Lender will grant an overdraft facility to ASEC in the amount of $2,000. On May 24, 2019 the Lender loaned to ASEC the full amount of the loan, secured by certain assets of ASEC (hereinafter – “the Secured Loan”). The Secured Loan matures on May 23, 2020. The loan will be payable in full on maturity (with option of early repayment by ASEC) and the interest will be paid on a monthly basis. The Secured Loan bears interest at an annual interest rate based on 1-month LIBOR plus a margin of 1.8%, or currently approximately 3.8% in total. The agreement includes customary events of default, including, among others, failures to repay any amounts due to the Lender, breaches or defaults under the terms of the agreement, etc. If an event of default occurs, the Lender may reduce the amount of the Secured Loan, demand an additional security or terminate the agreement.

~~In accordance with management’s intention~~

F-11

On Track Innovations Ltd.

and Subsidiaries

Notes to ~~reduce~~ the ~~size~~Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 1 – Organization and Basis of Presentation (cont’d)

Events in the reporting period(cont’d)

In January 2019, the Company signed agreements pursuant to which the Company will lease offices in Yokne’am and in Rosh Pina, Israel (in lieu of the current leased headquarters building in Rosh Pina). The operating lease periods of those buildings in Yokne’am and in Rosh Pina are five years and four years, respectively (excluding the extension-periods, as mentioned in the agreements), and will commence in the fourth quarter of 2019 and commenced in the third quarter of 2019, respectively. The total annual rent expenses of both offices, including management fees and excluding construction costs-reimbursement, are expected to be approximately NIS 650 ($187). The construction costs-reimbursement are expected to be approximately NIS 3,450 ($990) that will be paid during the lease period.

In March 2019, OTI Petrosmart (Pty), Ltd., the South African subsidiary (hereinafter – “Petrosmart”), entered into an agreement pursuant to which Petrosmart agreed to sell its head office in Cape Town, South Africa, to a third party for consideration of Rand 15,500 (approximately $1,100), and Petrosmart agreed to lease back this building for its current operations. The sale has been completed and the operating lease commenced during the third quarter of 2019. The leaseback period is three years. The annual rent for the first year is approximately Rand 1,800 (approximately $119) and will be increased by 8.5% each year. Petrosmart has the right to extend the lease by two years. The Company recognized a profit in the amount of approximately $328 during the third quarter in 2019 due to the sale of the building. This profit is presented within ‘other (gain) expenses, net’ in the statements of operations.

The Company does not record right-of-use asset and operating lease liability regarding the building in Yokne’am (Israel), as mentioned above, in its consolidated financial statements as of September 30, 2019, due to the fact that the commencement date of the ~~Company’s external loans~~lease period is subsequent to the balance sheet date – see also Note 2A. The Company expects an increase of approximately $1,600 in the right-of-use assets and ~~accompanying credit costs, during~~in the ~~third quarter of 2018,~~lease liabilities on the ~~Company significantly reduced the volume of the Company’s loans from banks.~~first-time-recognition in this lease.

Note 2 – Significant Accounting Policies

Except as described below, these interim unaudited condensed consolidated financial statements have been prepared according to the same accounting policies as those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Recently Adopted Accounting Pronouncements

~~Restricted Cash and Cash Equivalents in Statement of Cash Flows~~

In ~~December~~February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2016-18, Statement~~2016-02, Leases (Topic 842), which supersedes Accounting Standards Codification (“ASC”) 840, Leases. This ASU requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for most leases, whereas until December 31, 2018, only financing-type lease liabilities (capital leases) were recognized on the balance sheet. Right-of-use assets represent company’s right to use an underlying asset for the lease term and lease liabilities represent company’s obligation to make lease payments arising from the lease. Operating and finance lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of ~~Cash Flows (Topic 230): Restricted Cash, which requires amounts generally described as restricted cash and restricted cash equivalents to be included within cash and cash equivalents when reconciling~~lease payments over the ~~beginning-of-period and end-of-period total amounts shown in the statement of cash flows.~~lease term. The Company ~~has adopted ASU 2016-18 commencing from January 1, 2018. The Company has applied~~uses its incremental borrowing rate based on the ~~guidance retrospectively~~information available at the commencement date to ~~all periods presented.~~determine the present value of the lease payments.

F-12

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 2 – Significant Accounting Policies (cont’d)

Recently Adopted Accounting Pronouncements (cont’d)

~~Restricted Cash and Cash Equivalents in Statement of Cash Flows (cont’d)~~

In addition, the definition of a lease in the ASU has been revised with respect to when an arrangement conveys the right to control the use of the identified asset under the arrangement, which may result in changes to the classification of an arrangement as a lease. The ~~following table provides a reconciliation~~ASU does not significantly change the lessees’ recognition, measurement and presentation of ~~cash, cash equivalents, and restricted cash~~expenses and cash ~~equivalents reported within~~flows from the ~~accompanying consolidated balance sheets that sum to~~previous accounting standard. Lessors’ accounting under the ~~total~~ASU is largely unchanged from the previous accounting standard. The ASU expands the disclosure requirements of ~~the same such amounts presented in the accompanying consolidated statements of cash flows:~~

September 30, December 31,
2018 2017 2017 2016

Cash and cash equivalents $ 4,514 $ 6,000 $ 6,742 $ 5,952
Restricted cash and cash equivalents (*) 292 1,548 1,057 1,548

Total cash, cash equivalents, and restricted cash and cash equivalents presented in the statements of cash flows $ 4,806 $ 7,548 $ 7,799 $ 7,500

~~(*)~~

~~The restricted cash and cash equivalents are included in short-term investments in the accompanying consolidated balance sheets.~~

~~Revenue Recognition~~

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes previous revenue recognition guidance, including industry-specific revenue guidance. The standard requires entities to follow a five step process: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Revenues are recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.lease arrangements.

The Company has adopted ASU ~~2014-09~~2016-02 commencing from January 1, ~~2018~~2019, under the effective date method.In accordance with the effective date method, comparative periods are not restated, and the Company needs to record a cumulative-effect adjustment within its accumulated deficit in the equity on January 1, 2019, without reclassification of previous financial statements. The new standard provides a ~~modified retrospective basis.~~number of optional practical expedients in transition. The Company elect the ‘package of practical expedients’, which permits the Company not to reassess its prior conclusions regarding lease identification, lease classification and initial direct costs under the new standard and also elect the practical expedient pertaining to the use-of hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases, other than leases of real estate. Additionally, following the adoption of the new standard and in subsequent measurements, the Company applies the portfolio approach to account for the operating lease right-of-use assets and liabilities for certain leases and incremental borrowing rates.

The Company did not have a ~~cumulative~~cumulative-effect adjustment to retained earnings ~~or an impact on its revenue recognition policies or on its consolidated financial statements~~ as a result of the adoption of the new standard. The adoption of this standard does not have a material impact on the results of operations and cash flows. See Note 5 for the impact on the balance sheet as of September 30, 2019, and additional disclosures, as required by the new ~~standard requires~~standard.

Recent accounting pronouncements

In June 2016, the ~~Company~~FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The main objective of this ASU is to provide financial statement users with more ~~robust disclosures than required~~decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by ~~previous guidance – see also Note 6. In addition, when~~a reporting entity at each reporting date. To achieve this objective, the ~~Company has an unconditional~~amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive ~~proceeds before~~cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The Company currently does not expect the ~~performance obligation was fulfilled, it is now required~~adoption of this accounting standard to ~~record receivables against contract liabilities.~~have a material impact on its consolidated financial statements.

F-13

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

~~Note 2 – Significant Accounting Policies (cont’d)~~

~~Recent Accounting Pronouncements~~

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is intended to align the accounting for such payments to nonemployees with the existing requirements for share-based payments granted to employees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018 and is to be adopted through a cumulative-effect adjustment to retained earnings as of January 1, 2019 for then outstanding share-based payments to nonemployees. The Company does not expect that the adoption of ASU 2018-07 will have a material impact on the Company’s results of operations and financial condition.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. This ASU requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for most leases, whereas currently only financing-type lease liabilities (capital leases) are recognized on the balance sheet. In addition, the definition of a lease has been revised with respect to when an arrangement conveys the right to control the use of the identified asset under the arrangement, which may result in changes to the classification of an arrangement as a lease. The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASU is largely unchanged from the previous accounting standard. The ASU expands the disclosure requirements of lease arrangements. Under current guidance, lessees and lessors will use a modified retrospective transition approach, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. The guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company currently expects to adopt this standard on January 1, 2019 and continues to evaluate the impact of this new standard on its financial position, results of operations and cash flows. The Company continues the process of identifying and categorizing its lease contracts and evaluating its current business processes and systems.

In connection with other recent accounting pronouncements that the Company has not yet implemented and the Company’s assessment of the impacts they will have on the ongoing financial reporting, see Note 2W(4) in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

~~On Track Innovations Ltd.~~

~~and Subsidiaries~~

~~Notes to the Interim Unaudited Condensed Consolidated Financial Statements~~

~~US dollars in thousands~~

Note 3 -– Other Receivables and Prepaid Expenses

	September 30,		December 31,		September 30,		December 31,
	2018		2017		2019		2018
Government institutions	$	399	$	263	$	234	$	387
Prepaid expenses		181		381		165		226
Supplier advances		1,519		122		502		932
Receivables under contractual obligations to be transferred to others (*)		361		446		427		349
Other receivables		216		351		274		166
	$	2,676	$	1,563	$	1,602	$	2,060

(*)

The Company’s subsidiary in Poland is required to collect certain fees that are to be transferred to local authorities.

Note 4 -– Other Current Liabilities

	September 30,		December 31,		September 30,		December 31,
	2018		2017		2019		2018
Employees and related expenses	$	1,119	$	1,073	$	637	$	1,042
Accrued expenses		804		1,054		682		921
Customer advances		58		178		110		141
Short-term liabilities due to operating leases and current maturities **						732		-
Other current liabilities		152		116		125		*1,518
	$	2,133	$	2,421	$	2,286	$	3,622

See Note 6A(1).

See Note 2A.

Note 5 – Leases

The Company leases a limited number of assets, mainly offices and cars for use in its operations. The Company adopted the new accounting standard ASC 842, “Leases”, and all the related amendments on January 1, 2019 and used the effective date as Company’s date of initial application.

As of September 30, 2019, right-of-use assets due to operating leases are $1,930)as of January 1, 2019 - $1,572) and the liabilities due to operating leases are $1,936 (as of January 1, 2019 - $1,572), out of which $1,204 are classified as long-term liabilities and $732 are classified as current liabilities (see Note 4).

The Company includes renewal options that it is reasonably certain to exercise in the measurement of the lease liabilities. The remaining operating lease periods of the leases range from less than one year to six years as of September 30, 2019. The weighted average remaining lease term is 2.3 years as of September 30, 2019.

~~F-13~~F-14

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 5 – Leases (cont’d)

The following is a schedule of the maturities of operating lease liabilities for the next five years as of September 30, 2019, and thereafter, as were taken into account in the calculation of the operating lease liabilities as of September 30, 2019:

Remainder of 2019	$	233
2020		661
2021		511
2022		362
2023		184
Thereafter		140
Total leases payments		2,091
Less - discount		155
Operating lease liabilities	$	1,936

As of September 30, 2019, the weighted average discount rate of the operating leases is approximately 5.3%.

Operating lease costs and cash paid for amounts included in the measurement of the lease liabilities were approximately $236 and $602 during the three months and the nine months ended September 30, 2019, respectively. Operating lease costs include fixed payments and variable payments that depend on an index or rate. There are no other significant variable lease payments.

The Company does not have any material leases, individually or in the aggregate, classified as a finance leasing arrangement.

The following is a schedule of the maturities of operating lease liabilities for the next five years as of December 31, 2018, and thereafter, based on agreements that were signed as of December 31, 2018:

2019	$	523
2020		350
2021		277
2022		163
2023		140
Thereafter		156
Total leases payments	$	1,609

F-15

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note ~~5 -~~6 – Commitments and Contingencies

Legal claims

In June 2013, prior to the Company’s divestiture of its SmartID division, Merwell Inc. (“Merwell”) filed a claim against the Company before an agreed-upon arbitrator alleging breach of contract in connection with certain commissions claimed to be owed to Merwell with respect to the division’s activities in Tanzania. These activities, along with all other activities of the SmartID division, were later assigned to and assumed by SuperCom in its purchase of the division. SuperCom undertook to indemnify the Company and hold it harmless against any liabilities the Company may incur in connection with Merwell’s consulting agreement and the arbitration. An arbitration decision was issued on February 21, 2016, awarding Merwell approximately $855 for outstanding ~~commissions.~~commissions, plus expenses and legal fees and ordering the Company to provide further financial details that might result in additional payments to Merwell. The arbitration decision ~~was~~had been appealed and the appeal was denied on June 17, 2018. In order to collect the award, Merwell filed a motion against the Company and ~~currently~~ the ~~awarded~~Nazareth District Court issued a judgment requiring the Company to pay Merwell an amount isof approximately ~~$1,050. To date SuperCom has failed to make~~NIS 5,080 (approximately $1,370) that was paid by the ~~payment. However, as~~Company on January 8, 2019. As mentioned above, based on the agreement with SuperCom from April 2016 (which was granted an effect of a court ~~judgement)~~judgment), SuperCom is liable for all the costs and liabilities arising out of this claim. ~~Therefore,~~On February 17, 2019, the ~~financial statements do~~Company initiated an arbitration process (the “Arbitration”) to collect from SuperCom the amount paid to Merwell which SuperCom failed to pay, and to assure that SuperCom will pay any additional amounts, if required in the future. On March 26, 2019, SuperCom filed a petition to the Tel-Aviv District Court, asking to order that the dispute will be conducted in Court and not ~~include any provision for this claim.~~in arbitration. On October 29, 2019, a hearing was conducted in court regarding SuperCom’s petition, and at the end of the hearing, following the court’s recommendation, SuperCom agreed to withdraw its petition. As a result, the court gave a verdict ordering that the Arbitration will continue. On the same day, the Company approached the arbitrator, asking to renew the Arbitration, and on October 30, 2019 the arbitrator scheduled a preliminary hearing.

The consolidated financial statements as of December 31, 2018, include a provision for the full amount paid. Despite the fact that, based on the assessment of the Company’s external legal counsel, the likelihood to succeed in the arbitration process (or other legal procedure in that matter) is high, the Company did not record an indemnification asset as of September 30, 2019 and December 31, 2018, in accordance with accounting standard ASC 450.

On June 12, 2019, Merwell submitted a complementary claim against the Company in arbitration, with respect to the additional financial details that Merwell claims that the Company was ordered to provide according to the arbitration verdict from February 21, 2016, and additional payments that Merwell claims that the Company is obligated to pay Merwell. The said financial details refer to the quantity of smart driving licenses that Merwell claims were issued in the later period of a project in Tanzania in which Merwell claims to have provided services to the Company. Merwell claims that despite the Company’s failure to provide the details, Merwell obtained the details independently from other sources, and they indicate that the Company is obligated to pay Merwell an additional amount of $1,619. The Company rejects the details that were presented by Merwell and their validity, and also raised preliminary claims that this matter cannot be determined in arbitration, but only in court, since the relevant data is held by SuperCom, who is not a party to the arbitration agreement with Merwell, but issued the licenses in the relevant period and therefore is a necessary party to the dispute. The Company filed an application to the arbitrator, and on August 8, 2019, the arbitrator determined that the Company’s procedural claims should be heard and determined in court. Following that decision, on September 8, 2019, the Company filed a petition to the Tel-Aviv District Court, asking it to order that Merwell’s claims in the complementary procedure will be heard in court and not in arbitration. On October 3,22, 2019, Merwell submitted its response to the court. As of the date of this report, a hearing in the petition has not yet scheduled. Based on the assessment of the Company’s external legal counsel, given the preliminary stage of the procedure, it is difficult, at this point, to estimate the chances of Merwell’s claims for a complementary arbitration verdict.

F-16

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 6 – Commitments and Contingencies (cont’d)

Legal claims (cont’d)

In October 2013, a financial claim was filed against the Company and its then French subsidiary, Parx France (in this paragraph, together, the “Defendants”), in the Commercial Court of Paris, France (in this paragraph, the “Court”). The sum of the claim is €1,500 ~~($1,743)~~(approximately $1,708) and is based on the allegation that the plaintiff sustained certain losses in connection with Defendants not granting the plaintiff exclusive marketing rights to distribute and operate the Defendants’ PIAF Parking System in Paris and the Ile of France. On October 25, 2017, the Court issued its ruling in this matter dismissing all claims against the Company but ordering Parx France to pay the plaintiff €50 ($~~58)~~57) plus interest in damages plus another approximately €5 ($6) in other fees and penalties. The Company offered to pay the amounts mentioned above to the plaintiff in consideration for not filing future appeals. The ~~plaintiff~~Plaintiff rejected this offer and filed an appeal against Parx France and the Company claiming the sum of €503 ($~~584)~~573) plus interest and expenses. The Company will submit its answer to the appeal by November 7, 2019, and the appeal hearing is scheduled for December 5, 2019. Based on the assessment of the Company’s external legal counsel, the Company’s management is of the opinion that the chances of the appeal being approved against the Company are low.

In July, 2019, the Company received a request(the “Request”), to allow a petitioner to submit a class action, which concerns the petitioner’s claims that, inter alia, through the EasyPark card, drivers are permitted to exceed the quota of permitted hours in accordance with the instructions of various local authorities in Israel. The Request was submitted against a company (the “Buyer’s Company”) incorporated by the buyer of the assets (including the parking activity) of the Israeli subsidiaries of the Company (the “Company’s Subsidiaries”) and against two other companies that operate technological means for payment for public parking spaces scattered throughout the cities. Since the majority of potential claims against the Company’s Subsidiaries relate to the period following the sale of the Company’s Subsidiaries’ assets, including the parking activity, it appears that the Company’s exposure through this channel is limited. Furthermore, even if payment will be required, the buyer would be liable for the majority of such payment. Therefore the Company will not participate in such procedure at this stage. Based on the assessment of the Company’s external legal counsel, the exposure of the Company cannot be assessed at this point.

Guarantees

As of September 30, ~~2018,~~2019, the Company has granted performance guarantees and guarantees to secure customer advances in the sum of ~~$365.~~$387. The expiration dates of the guarantees range from ~~October 2018~~April 2020 to ~~June 2019.~~September 2021.

F-17

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 67 – Revenues

Disaggregation of revenue

The following tables disaggregates the Company’s revenue by major source based on categories that depict its nature and timing as reviewed by management for the nine months and the three months ended September 30, ~~2018~~2019:

									Nine months ended September 30,2019
	Nine months ended September 30,2018								Retail and Mass Transit Ticketing		Petroleum		Total
	Retail and Mass Transit Ticketing		Petroleum		Other		Total
Cashless payment products (A)	$	6,668	$	-	$	-	$	6,668	$	4,437	$	-	$	4,437

Complete cashless payment solutions (B):
Sales of products (B1)		2,820		2,881		-		5,701		646		1,439		2,085
Licensing fees, transaction fees and services (B2)		3,818		1,061		-		4,879		3,522		950		4,472
		6,638		3,942		-		10,580		4,168		2,389		6,557

Medical and access control smart cards (C):
Sales of products (C1)		-		-		906		906
Licensing fees, transaction fees and services (C2)		-		-		335		335
		-		-		1,241		1,241

Total revenues	$	13,306	$	3,942	$	1,241	$	18,489	$	8,605	$	2,389	$	10,994


	Nine months ended September 30,2018*
	Retail and Mass Transit Ticketing		Petroleum		Total

Cashless payment products (A)	$	6,710	$	-	$	6,710

Complete cashless payment solutions (B):
Sales of products (B1)		2,880		2,882		5,762
Licensing fees, transaction fees and services (B2)		3,817		1,061		4,878
		6,697		3,943		10,640
Total revenues	$	13,407	$	3,943	$	17,350

Reclassified to conform with the current period presentation, see Note 1C(2).

~~F-15~~F-18

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 67 – Revenues (cont’d)

Disaggregation of revenue(cont’d)

									Three months ended September 30,2019
	Three months ended September 30, 2018								Retail and Mass Transit Ticketing		Petroleum		Total
	Retail and Mass Transit Ticketing		Petroleum		Other		Total
Cashless payment products (A)	$	2,031	$	-	$	-	$	2,031	$	1,697	$	-	$	1,697
										��
Complete cashless payment solutions (B):
Sales of products (B1)		1,460		934		-		2,394		49		603		652
Licensing fees, transaction fees and services (B2)		1,249		383		-		1,632		1,189		327		1,516
		2,709		1,317		-		4,026		1,238		930		2,168

Medical and access control smart cards (C):
Sales of products (C1)		-		-		302		302
Licensing fees, transaction fees and services (C2)		-		-		114		114
		-		-		416		416

Total revenues	$	4,740	$	1,317	$	416	$	6,473	$	2,935	$	930	$	3,865

	Three months ended September 30,2018*
	Retail and Mass Transit Ticketing		Petroleum		Total

Cashless payment products (A)	$	2,013	$	-	$	2,013

Complete cashless payment solutions (B):
Sales of products (B1)		1,520		935		2,455
Licensing fees, transaction fees and services (B2)		1,248		383		1,631
		2,768		1,318		4,086
Total revenues	$	4,781	$	1,318	$	6,099

Reclassified to conform with the current period presentation, see Note 1C(2).

F-19

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 7 – Revenues (cont’d)

Performance obligations

Below is a listing of performance obligations for ~~our~~the Company’s main revenue streams:

Cashless payment products –

The performance obligation is the selling of contactless payment products. Most of those products are Near Field Communication (NFC) readers. For such sales the performance obligation, transfer of control and revenue recognition ~~occurs~~occur when the products are delivered.

~~On Track Innovations Ltd.~~

~~and Subsidiaries~~

~~Notes to the Interim Unaudited Condensed Consolidated Financial Statements~~

~~US dollars in thousands~~

~~Note 6 – Revenues (cont’d)~~

~~Performance obligations(cont’d)~~

Below is a listing of performance obligations for ~~our~~the Company’s main revenue streams (cont’d):

Complete cashless payment solutions –

The complete solution includes selling of products and complementary services, as follows:

Sales of products–

●

Selling of contactless payment products (see A above) together with payment gateways and machine-to-machine controllers.

●

Selling of petroleum payment solutions including site and vehicle equipment.

For such sales, the performance obligation, transfer of control and revenue recognition ~~occurs~~occur when the products are delivered.

Licensing fees, transaction fees and services -

The types of arrangements and their main performance obligations are as follows:

●

To provide terminal management system licensing for software that is responsible for remote terminal management and cloud-based software licensing which provide data insights. For such services, the revenue recognition occurs as the services are rendered since the performance obligation is satisfied over time.

●

To enable loading and sale of electronic contactless and paper cards. For such transaction fees, the revenue recognition occurs on the transaction date.

●

To provide technical and customer services for products. For such services, the performance obligation is satisfied over time and therefore revenue recognition occurs as the services are rendered.

~~On Track Innovations Ltd.~~

~~and Subsidiaries~~

~~Notes to the Interim Unaudited Condensed Consolidated Financial Statements~~

~~US dollars in thousands~~

~~Note 6 – Revenues (cont’d)~~

~~Performance obligations(cont’d)~~

~~Below is a listing of performance obligations for our main revenue streams (cont’d):~~

~~Medical and access control smart cards –~~

~~Sales of products~~–

The performance obligation is the selling of readers and smart electronic cards for the purposes of human identifying. For such sales the performance obligation, transfer of control and revenue recognition occurs when the products are delivered.

~~Licensing fees, transaction fees and services –~~

~~The main performance obligation is to provide technical support. For such transaction fees that are based on actual usage, revenue recognition occurs only when usage occurs.~~

The Company includes a warranty in connection with certain contracts with customers, which are not considered to be separate performance obligations. The cost to the Company of this warranty is insignificant.

~~Contract balances~~

F-20

On Track Innovations Ltd.

and Subsidiaries

September 30, December 31,
2018 2017
Trade receivables, net of allowance for doubtful accounts $ 4,026 $ 5,827
Customer advances $ 58 $ 178

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 7 – Revenues (cont’d)

Performance obligations(cont’d)

Contract balances

	September 30,		December 31,
	2019		2018
Trade receivables, net of allowance for doubtful accounts	$	2,469	$	4,530
Customer advances	$	110	$	141

Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules.

Transaction price and variable consideration

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. In certain arrangements with variable consideration, revenue is recognized over time as it mainly is attributed to ongoing services provided. An immaterial amount which is related to the product is not recognized upon delivery since it is not probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

F-21

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 78 – Discontinued operations

As described in Note 1C, the Company divested its interest in the SmartID division and its ~~parking segment,~~Medismart activity, and presented these activities as discontinued operations.

Set forth below are the results of the discontinued operations:

	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017			2019			*2018			2019			*2018
Revenues													$	-		$	374		$	-		$	1,139
Expenses		(26	)		(11	)		(127	)		(94	)		(36	)		(332	)		(279	)		(924	)
Other income, net		-			(*) 1,452			13			(*) 1,459			-			-			-			13
Net profit (loss) from discontinued operations		(26	)		1,441			(114	)		1,365
Net (loss) profit from discontinued operations														(36	)		42			(279	)		228

(*) On August 23, 2017, a judgment was issued by the Israeli Central District Court regarding the Company’s lawsuit against Harel Insurance Company Ltd. (“Harel”) for damages incurred by the Company due to flooding in a subcontractor’s manufacturing site. The judgment determined that an amount of $1,600, net be awarded to cover the Company’s damages. On October 10, 2017, Harel submitted its appeal of the judgment to the Israeli Supreme Court as well as a request for stay of judgment. On October 30, 2017, the Court denied the requested stay. Based on the advice of counsel, the Company currently believes that there are sufficient grounds on which to uphold the District Court’s ruling and, as such, Harel’s appeal will be denied. The appeal hearing is scheduled for May 29, 2019.

Reclassified to conform with the current period presentation, see Note 1C(2).

Note ~~8 -~~9 – Fair Value of Financial Instruments

The Company’s financial instruments consist mainly of cash and cash equivalents, short-term ~~interest~~investments bearing ~~investments,~~interest, accounts receivable, restricted deposits for employee benefits, accounts payable and short-term and long-term loans.

Fair value for the measurement of financial assets and liabilities is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows:

●

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

●

Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

●

Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

F-22

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note ~~8 -~~9 – Fair Value of Financial Instruments (cont’d)

By distinguishing between inputs that are observable in the market place, and therefore more objective, and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The Company, in estimating fair value for financial instruments, determined that the carrying amounts of cash and cash equivalents, trade receivables, short-term bank credit and trade payables are equivalent to, or approximate their fair value due to the short-term maturity of these instruments.

The carrying amounts of variable interest rate long-term loans are equivalent or approximate to their fair value as they bear interest at approximate market rates.

As of September 30, ~~2018,~~2019, the Company held approximately ~~$1,391~~$1,905 of short-term bank deposits (as of December 31, ~~2017, $3,331)~~2018, $1,078). As of September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, short-term deposits in the amount of ~~$292~~$105 and ~~$1,057,~~$278, respectively, have been pledged as security in respect of guarantees granted in respect of performance guarantees, loans and credit lines received from a bank and cannot be pledged to others or withdrawn without the consent of the bank.

Note 910 – Equity

Stock option plans

During ~~each of~~ the nine-month periods ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, 230,000 and 100,000 options were ~~granted.~~granted, respectively. The vesting period for the options is three years. The exercise prices for the options that were granted during the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, are ~~$1.33~~$0.55 and ~~$1.58,~~$1.33, respectively. Those options expire up to five years after the date of grant. Any options which are forfeited or cancelled before expiration become available for future grants under the Company’s option plan. The fair value of each option granted to employees during the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017~~2018 was estimated on the date of grant, using the Black-Scholes model and the following assumptions:

Nine months ended
September 30,

2018 2017
Expected dividend yield 0 % 0 %
Expected volatility 80 % 74 %
Risk-free interest rate 1.92 % 1.35 %
Expected life - in years 2.33 3.5

	Nine months ended September 30,
	2019			2018
Expected dividend yield		0	%		0	%
Expected volatility		79	%		80	%
Risk-free interest rate		2.07	%		1.92	%
Expected life - in years		2.44			2.33

F-23

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 910 – Equity (cont’d)

Stock option plans (cont’d)

Dividend yield of zero percent for all periods.

Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on Nasdaq.

Risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.

~~For options granted during the nine months ended September 30, 2018 - estimated~~Estimated expected lives are based on historical grants data. ~~For the nine months ended September 30, 2017 estimated expected lives are according to the simplified method.~~

The Company’s options activity (including options to non-employees) during the nine months ended September 30, ~~2018~~2019 and options outstanding and options exercisable as of December 31, ~~2017~~2018 and September 30, ~~2018,~~2019, are summarized in the following table:

Number of Weighted
options average exercise
outstanding price per share
Outstanding – December 31, 2017 1,495,000 $ 1.27

Options granted 100,000 1.33
Options expired or forfeited (196,335 ) 1.25
Options exercised (39,999 ) 0.86
Outstanding – September 30, 2018 1,358,666 1.29

Exercisable as of:
December 31, 2017 681,321 $ 1.45
September 30, 2018 696,655 $ 1.39

	Number of options outstanding			Weighted average exercise price per share
Outstanding – December 31, 2018		1,461,000		$	1.24

Options granted		230,000			0.55
Options expired or forfeited		(468,669	)		1.68
Outstanding – September 30, 2019		1,222,331			0.94

Exercisable as of:
December 31, 2018		855,642		$	1.32
September 30, 2019		760,978		$	0.96

The weighted average fair value of options granted during the nine months ended September 30, ~~2018~~2019 and during the nine months ended September 30, ~~2017~~2018 is ~~$0.65~~$0.2 and ~~$0.93,~~$0.65, respectively, per option. The aggregate intrinsic value of outstanding options as of September 30, ~~2018~~2019 and December 31, ~~2017~~2018 is approximately ~~$105~~zero and ~~$448,~~$6, respectively. The aggregate intrinsic value of exercisable options as of September 30, ~~2018~~2019 and December 31, ~~2017~~2018 is approximately ~~$85~~zero and ~~$206,~~$4, respectively.

F-24

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note 910 – Equity (cont’d)

Stock option plans (cont’d)

The following table summarizes information about options outstanding and exercisable (including options to non-employees) as of September 30, ~~2018:~~2019:

Options outstanding Options exercisable
Number Weighted Number Weighted
Outstanding average Weighted Outstanding average Weighted
as of remaining Average As of remaining Average
Range of September 30, contractual Exercise September 30, contractual Exercise
exercise price ($) 2018 life (years) Price 2018 life (years) Price
0.44- 0.90 420,000 2.23 $ 0.74 343,333 2.21 $ 0.74
1.07-1.68 713,666 3.65 1.23 128,322 2.99 1.23
2.32-2.36 185,000 0.59 2.35 185,000 0.59 2.35
3.03 40,000 0.98 $ 3.03 40,000 0.98 $ 3.03
1,358,666 2.72 696,655 1.85

	Options outstanding						Options exercisable
	Number		Weighted				Number		Weighted
	Outstanding		average		Weighted		Outstanding		average		Weighted
	as of		remaining		Average		As of		remaining		Average
Range of	September 30,		contractual		Exercise		September 30,		contractual		Exercise
exercise price ($)	2019		life (years)		Price		2019		life (years)		Price
0.44- 0.90		643,000		1.78	$	0.69		420,000		0.31	$	0.74
1.07-1.68		579,331		2.2	$	1.21		340,978		1.75	$	1.24
		1,222,331		1.98				760,978		0.96

As of September 30, ~~2018,~~2019, there was approximately ~~$247~~$114 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of approximately ~~1.2~~1.05 years.

During the ~~nine~~three months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, the Company recorded stock-based compensation expenses in the amount of ~~$180~~$6 and ~~$238,~~$65, respectively, in accordance with ASC 718, “Compensation-Stock Compensation.”

During the nine months ended September 30, 2019 and September 30, 2018, the Company recorded stock-based compensation expenses in the amount of $96 and $180, respectively, in accordance with ASC 718, “Compensation-Stock Compensation.”

Warrants

During the nine months ended September 30, ~~2018,~~2019, no warrants expired or were exercised into ordinary shares.

As of September 30, ~~2018,~~2019, there are remaining 40,000 outstanding warrants issued to one of the Company’s consultants during 2016 with a per share exercise price of $0.95. The warrants expire during November 2019.

Stock options and warrants in the amounts of ~~1,398,666~~1,262,331 and ~~1,433,500~~1,398,666 outstanding as of the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively, have been excluded from the calculation of the diluted net loss ~~from continuing operations~~ per ordinary share because all such securities have an anti-dilutive effect for all periods presented.

Shares to non-employees

During the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, the Company issued ~~80,000~~30,000 and ~~45,000~~80,000 ordinary shares, respectively, to its consultants. The expenses that are recognized due to those grants are immaterial and are presented within ~~’stock-based~~‘stock-based compensation’ in the statement of changes in equity for the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017.~~2018.

F-25

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note ~~10 -~~11 – Operating segments

For the purposes of allocating resources and assessing performance in order to improve profitability, the Company’s chief operating decision maker (“CODM”) examines two segments which are the Company’s strategic business units: (1) Retail and Mass Transit Ticketing; and (2) Petroleum. ~~In addition to its two reportable segments, certain products for the medical industry and other secure smart card solutions are classified under the Company’s “Other” segment.~~

Information regarding the results of each reportable segment is included below based on the internal management reports that are reviewed by the CODM.

	Three months ended September 30,2018									Three months ended September 30,2019
	Petroleum		Retail and Mass Transit Ticketing		Other		Consolidated			Petroleum		Retail and Mass Transit Ticketing		Consolidated

Revenues	$	1,317	$	4,740	$	416	$	6,473		$	929	$	2,936	$	3,865

Reportable segment gross profit (*)		682		2,706		237		3,625

Reportable segment gross profit *											310		1,585		1,895
Reconciliation of reportable segment gross profit to gross profit for the period

Depreciation								(202	)						(190	)
Stock-based compensation								(1	)						(1	)

Gross profit for the period							$	3,422
Gross profit for the period in the consolidated financial statement														$	1,704

	Three months ended September 30,2017									Three months ended September 30,2018 **
	Petroleum		Retail and Mass Transit Ticketing		Other		Consolidated			Petroleum		Retail and Mass Transit Ticketing		Consolidated

Revenues	$	917	$	3,231	$	522	$	4,670		$	1,317	$	4,782	$	6,099

Reportable segment gross profit (*)		493		1,859		325		2,677

Reportable segment gross profit *											682		2,750		3,432
Reconciliation of reportable segment gross profit to gross profit for the period

Depreciation								(199	)						(202	)
Stock-based compensation								-							(1	)

Gross profit for the period							$	2,478
Gross profit for the period in the consolidated financial statement														$	3,229

~~F-23~~F-26

On Track Innovations Ltd.

and Subsidiaries

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

US dollars in thousands (except per share amounts)

Note ~~10 -~~11 – Operating segments (cont’d)

	Nine months ended September 30,2018									Nine months ended September 30,2019
	Petroleum		Retail and Mass Transit Ticketing		Other		Consolidated			Petroleum		Retail and Mass Transit Ticketing		Consolidated

Revenues	$	3,942	$	13,306	$	1,241	$	18,489		$	2,388	$	8,606	$	10,994

Reportable segment gross profit (*)		2,000		7,455		885		10,340

Reportable segment gross profit *											1,106		5,206		6,312
Reconciliation of reportable segment gross profit to profit for the period

Depreciation								(626	)						(588	)
Stock-based compensation								(3	)						(3	)

Gross profit for the period							$	9,711
Gross profit for the period in the consolidated financial statement														$	5,721

	Nine months ended September 30,2017									Nine months ended September 30,2018 **
	Petroleum		Retail and Mass Transit Ticketing		Other		Consolidated			Petroleum		Retail and Mass Transit Ticketing		Consolidated

Revenues	$	3,645	$	10,654	$	1,337	$	15,636		$	3,942	$	13,408	$	17,350

Reportable segment gross profit (*)		1,889		6,068		794		8,751

Reportable segment gross profit *											2,000		7,628		9,628
Reconciliation of reportable segment gross profit to profit for the period

Depreciation								(582	)						(626	)
Stock-based compensation								(1	)						(3	)

Gross profit for the period							$	8,168
Gross profit for the period in the consolidated financial statement														$	8,999

Gross profit as reviewed by the CODM, represents gross profit, adjusted to exclude depreciation and stock-based compensation.

~~(*) Gross profit as reviewed by the CODM, represents gross profit, adjusted to exclude depreciation and stock-based compensation.~~

Reclassified to conform with the current period presentation, see Note 1C(2).

~~F-24~~F-27

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward - Looking Statements

The statements contained in this Quarterly Report on Form 10-Q, or Quarterly Report, that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes,” “intends,” “plans”, “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore are inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any actual future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements may appear in this Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as elsewhere in this Quarterly Report and include, among other statements, statements regarding the following:

●	~~our expectations regarding the growth of the near-field communication, or NFC, market;~~

●	the expected development and potential benefits from our existing or future products or our intellectual property, or IP;

●

~~increased~~changes in generation of revenues from licensing, transaction fees and/or other arrangements;

●

future sources of revenue, ongoing relationships with current and future business partners, distributors, suppliers, customers, end-user customers and resellers;

●

our intention to generate additional recurring revenues, licensing and transaction fees;

●

future costs and expenses and adequacy of capital resources;

●	~~our intention to continue to expand our market presence via strategic partnerships around the globe;~~

●	~~our expectations that revenues from our business will grow in the next years, and the expected reasons for that growth;~~

●	our expectations regarding our short-term and long-term capital requirements;

●

our intention to continue to invest in research and development;

●

changes to our leadership team;

●

our outlook for the coming months; and

●

information with respect to any other plans and strategies for our ~~business; and~~

●	our development of capabilities to implement Bitcoin acceptance and other cryptocurrency and our intention to become Bitcoin and other cryptocurrency acceptable in transactions via NFC, Bluetooth or QR code.business.

The factors discussed herein, including those risk factors expressed from time to time in our press releases or filings with the Securities and Exchange Commission, or the SEC, could cause actual results and developments to be materially different from those expressed in or implied by such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak and are made only as of the date of this filing.

Our business and operations are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this Quarterly Report. Except as required by law, we undertake no obligation to release publicly the result of any revision 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. Further information on potential factors that could affect our business is described among others under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017~~2018 filed with the SEC. Readers are also urged to carefully review and consider the various disclosures we have made in that report.

As used in this Quarterly Report, the terms “we”, “us”, “our”, “the Company”, and “OTI” mean On Track Innovations Ltd. and our subsidiaries, unless otherwise indicated or as otherwise required by the context.

All figures in this Quarterly Report are stated in United States dollars, unless otherwise specified herein.

Overview

We are a fintech pioneer and a leading developer of cutting-edge secure cashless payment solutions providing global enterprises with innovative technology for ~~over two~~almost three decades. We operate in two main segments: (1) Retail and Mass Transit Ticketing; and (2) Petroleum. ~~In addition to~~As a result of the closing of the MediSmart Transaction in December 2018, we no longer report our ~~two reportable segments, certain products for the medical industry and other secure smart card solutions are classified under~~ “Other” ~~in segment analysis appearing in this Quarterly Report.~~segment.

Our ~~vision~~field-proven suite of cashless payment solutions is ~~to strengthen our global presence with innovative solutions and provide our customers with the best possible support in superior service and reliable advanced products.~~

OTI continually strives to discover the technology of the future and keep abreast of new developments in the fintech marketplace. At this time, we are trying to develop Bitcoin capability in the crypto-currency marketplace and we intend to become Bitcoin acceptable in transactions via NFC, Bluetooth or QR code.

~~Our~~based on an extensive IP portfolio ~~includes~~including registered patents and patent applications worldwide. Since our incorporation in 1990, we have built ~~an international~~ reputation internationally for reliability and innovation, deploying ~~many~~a large number of solutions for the unattended retail, mass transit, banking, medical ~~smart card, Internet of Payment Things, or IoPT,~~ and ~~the~~ petroleum ~~management~~ industries.

We operate a global network of regional offices ~~distributors~~ and ~~partners~~distributors to support various solutions deployed across the globe. We focus on our core business of providing innovative cashless payment solutions based, among other things, on our contactless NFC technology. We continue to focus our efforts to further develop new and unique product solutions, including by the introduction of our new products and solutions for the unattended payment market and IoPT technology.

This discussion and analysis should be read in conjunction with our interim condensed consolidated financial statements and notes thereto contained in “Item 1. Financial Statements” of this Quarterly ~~Report.~~Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC.

Results of Operations

Discontinued operations. ~~In September 2016, we completed the sale of certain assets and IP related to our parking business.~~ In December 2013, we completed the sale of certain assets, certain subsidiaries and IP directly related to our SmartID division. The results from such operations and the cash flows for the reporting periods are presented in the statements of operations and in the statements of cash flows, respectively, as discontinued operations separately from continuing operations.

In December 2018, we completed the sale of our medical smart card’s operation, or Medismart, (formerly part of the Company’s “Other segment”) to Smart Applications International Limited, or Smart, for a total price of $2.75 million. We have determined that the sale of the Medismart business qualifies as a discontinued operation. Accordingly, the results and the cash flows of this operation for all reporting periods are presented in the statements of operations and in the statements of cash flows, respectively, as discontinued operations separately from continuing operations.

All the data in this Quarterly Report that are derived from our financial statements, unless otherwise specified, exclude the results of those discontinued operations.

Three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017~~ 2018

Sources of Revenue

We have historically derived a substantial majority of our revenues from the sale of our products, including both complete systems and original equipment manufacturer ~~components. In addition, we generate revenues from licensing and transaction fees,~~components and also less significantly, from engineering services, customer services and technical support. In addition, we generate revenues from licensing and transaction fees. During the three months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, the revenues that we derived from sales and licensing and transaction fees were as follows (in thousands):

	Three months ended September 30,				Three months ended September 30,
	2018		2017		2019		2018
Sales	$	5,020	$	3,445	$	2,631	$	4,760
Licensing and transaction fees	$	1,453	$	1,225	$	1,234	$	1,339
Total revenues	$	6,473	$	4,670	$	3,865	$	6,099

Sales.Sales ~~increased~~decreased by ~~$1.6~~$2.1 million, or ~~46%~~45%, in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017.~~2018. The ~~increase~~decrease is mainly attributed to ~~an increase~~a decrease in Retail and Mass Transit Ticketing segment sales of our products in Japan and sales of readers in Europe and to ~~an increase~~a decrease in Petroleum products in the United States, partially offset by ~~a decrease~~an increase in sales of readers in the United States.

Licensing and transaction ~~fees~~fees.. Licensing and transaction fees include single and periodic payments for distribution rights for our ~~products.~~products as well as licensing our IP rights to third parties. Transaction fees are paid by customers based on the volume of transactions processed by systems that contain our products. Our licensing and transaction fees in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017, increased~~2018, decreased by ~~$228,000,~~$105,000, or ~~19%~~8%. ~~This increase~~The decrease is mainly attributed to ~~an increase~~a decrease in our licensing and transaction fees ~~related to our otiMetry solution in Europe and Japan and to our Mass Transit Ticketing operation~~ in Europe.

We have historically derived revenues from different geographical areas. The following table sets forth our revenues, by dollar amount (in thousands) and as a percentage of quarterly revenues in different geographical areas, in the three months ended September 30, ~~2018~~2019 and September 30, ~~2017:~~2018:

Three months ended September 30,	Africa				Europe				APAC				Americas				Africa				Europe				APAC				Americas
2019																	$	492	13	%	$	1,714	44	%	$	214	6	%	$	1,445	37	%
2018	$	992	15	%	$	2,517	39	%	$	1,548	24	%	$	1,416	22	%	$	618	10	%	$	2,517	41	%	$	1,548	26	%	$	1,416	23	%
2017	$	999	21	%	$	1,421	30	%	$	73	2	%	$	2,177	47	%

Our revenues from sales in Africa decreased by $126,000, or 20%, in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017, remained consistent.~~2018, mainly due to a decrease in sales of Petroleum products.

Our revenues from sales in Europe ~~increased~~decreased by ~~$1.1 million,~~$803,000, or ~~77%~~32%, in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017,~~2018, mainly due to ~~an increase~~a decrease of sales of readers and to a lesser extent to a decrease of licensing and transaction fees.

Our revenues from sales in Asia-Pacific region, or APAC, ~~increased~~decreased by ~~$1.5~~$1.3 million, or ~~2,020%~~86%, in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017,~~2018, mainly due to ~~an increase~~a decrease in sales of our Uno Plus and GoBox products in Japan.

Our revenues from sales in Americas ~~decreased by $761,000, or 35%,~~ in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017,~~2018, remained consistent mainly due to ~~a decrease~~an increase in sales of readers ~~partially~~in our Retail and Mass Transit Ticketing segment offset by ~~an increase~~a decrease in Petroleum products.

Our revenues derived from outside the United States ~~which~~ are primarily received in currencies other than the U.S. dollar ~~will~~and accordingly have a varying impact upon our total revenues as a result of fluctuations in ~~such currencies’~~ exchange ~~rates versus the U.S. dollar.~~rates.

The following table sets forth our revenues by dollar amount (in thousands) and as a percentage of revenues by segments, during the three months ended September 30, ~~2018~~2019 and September 30, ~~2017:~~2018:

Three months ended
September 30, Petroleum Retail and Mass Transit Ticketing Other
2018 $ 1,317 20 % $ 4,740 73 % $ 416 7 %
2017 $ 917 20 % $ 3,231 69 % $ 522 11 %

Our revenues in the three months ended September 30, 2018, from Petroleum increased by $400,000, or 44%, compared to the three months ended September 30, 2017, mainly due to an increase in sales of products to the U.S. market.

Three months ended September 30,	Retail and Mass Transit Ticketing				Petroleum
2019	$	2,935	76	%	$	930	24	%
2018	$	4,781	78	%	$	1,318	22	%

Our revenues from Retail and Mass Transit Ticketing in the three months ended September 30, ~~2018, increased~~2019, decreased by ~~$1.5~~$1.8 million, or ~~47%~~39%, compared to the three months ended September 30, ~~2017,~~2018, mainly ~~due~~attributed to ~~an increase~~a decrease in sales in Japan and ~~an increase~~a decrease in sales of readers in Europe, partially offset by ~~a decrease~~an increase in sales of readers in the United States.

Our revenues in the three months ended September 30, ~~2018,~~2019, from ~~our Other segment~~Petroleum decreased by ~~$106,000,~~$389,000, or ~~20%~~30%, compared to the three months ended September 30, ~~2017,~~2018, mainly due to a decrease in sales of ~~our MediSmart~~Petroleum products in ~~East Africa.~~the United States.

Cost of Revenues and Gross Margin

Our cost of revenues, presented by gross profit and gross margin percentage, in the three months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, were as follows ~~(in~~(dollar amounts in thousands):

Cost of revenues	Three months ended September 30,						Three months ended September 30,
	2018			2017			2019			2018

Cost of sales	$	3,051		$	2,192		$	2,161		$	2,870
Gross profit	$	3,422		$	2,478		$	1,704		$	3,229
Gross margin percentage		53	%		53	%		44	%		53	%

Cost of sales. Cost of sales consists primarily of materials, as well as salaries, fees to subcontractors and related costs of our technical staff that assemble our products. The ~~increase~~decrease of ~~$859,000,~~$709,000, or ~~39%~~25%, in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017,~~2018, resulted primarily from ~~an increase~~a decrease in ~~revenues.~~sales and as a result of inventory adjustments.

Gross margin. ~~Gross~~The decrease in gross margin in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017, remained consistent.~~2018, is mainly attributed to inventory adjustments and to a change in our revenue mix.

Operating expenses

Our operating expenses in the three months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, were as follows (in thousands):

Operating expenses	Three months ended September 30,				Three months ended September 30,
	2018		2017		2019			2018
Research and development	$	777	$	823	$	840		$	765
Selling and marketing	$	1,592	$	1,332	$	1,193		$	1,591
General and administrative	$	1,098	$	758	$	1,070		$	1,099
Other (gain) expenses, net					$	(335	)	$	-
Total operating expenses	$	3,467	$	2,913	$	2,768		$	3,455

Research and development. Our research and development expenses consist primarily of the salaries and related expenses of our research and development staff, as well as subcontracting expenses. The ~~decrease~~increase of ~~$46,000,~~$75,000, or 6%10%, in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017,~~2018, is primarily attributed to ~~a decrease~~an increase in ~~research and development employment~~subcontractor expenses.

Selling and marketing. Our selling and marketing expenses consist primarily of salaries and substantially all of the expenses of our sales and marketing subsidiaries and offices in the United States, South Africa and Europe, as well as expenses related to advertising, professional expenses and participation in exhibitions and tradeshows. The ~~increase~~decrease of ~~$260,000,~~$399,000, or ~~20%~~25%, in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017,~~2018, is primarily attributed to ~~an increase~~a decrease in ~~the number of selling~~marketing and ~~marketing employees~~advertising expenses and to a lesser extent to ~~an increase~~a decrease in ~~marketing and advertising~~employment expenses.

General and administrative. Our general and administrative expenses consist primarily of salaries and related expenses of our executive management and financial and administrative staff. These expenses also include costs of our professional advisors (such as ~~lawyers~~legal and ~~accountants)~~accounting), office expenses ~~insurance,~~and insurance. Our general and administrative ~~expenses. The increase of $340,000, or 45%,~~expenses in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017,~~2018, is primarily attributed to ~~income that we derived in 2017~~a capital gain from the sale of a building by our ~~lawsuit against Harel Insurance Company Ltd., or Harel for damages incurred~~South African subsidiary.

Other (gain) expenses, net. Our other (gain) expenses, net, are primarily attributed to a capital gain from the sale of a building by ~~us due to flooding in a subcontractor’s manufacturing site, and to an increase in general and administrative employment expenses, partially offset by a decrease in professional expenses.~~our South African subsidiary.

Financing expenses, net

Our financing expenses, net, in the three months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, were as follows (in thousands):

Three months ended September 30,
2018 2017
Financing expenses, net $ (2 ) $ (126 )

	Three months ended September 30,
	2019			2018
Financing expenses, net	$	(93	)	$	(2	)

Financing expenses consist primarily of interest payable on bank loans, bank commissions and foreign exchange losses. Financing income consists primarily of foreign exchange gains and interest earned on investments in short-term deposits. The decrease in financing expenses, net in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017,~~2018, of ~~$124,000, or 98%,~~$91,000, is mainly attributed to exchange rate ~~differentials and to a decrease in interest expenses due to reduction of our short-term and long-term bank loans.~~differentials.

Net loss from continuing operations

Our net loss from continuing operations in the three months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, was as follows (in thousands):

Three months ended
September 30,

2018 2017
Net loss from continuing operations $ (158 ) $ (573 )

Three months ended

September 30,

2019

2018

Net loss from continuing operations

(1,174

)

(226

)

The decrease in the net loss from continuing operations of ~~$415,000,~~$948,000, in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017~~2018, is mainly due to ~~an increase~~a decrease in our sales, ~~and an increase in our gross profit and decrease in financial expenses, net,~~ partially offset by ~~an increase~~a decrease in our operating ~~expenses.~~expenses, as described above.

Net (loss) income from discontinued operations

Our net (loss) income from discontinued operations in the three months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, was as follows (in thousands):

Three months ended
September 30,

2018 2017
Net (loss) income from discontinued operations $ (26 ) $ 1,441

Three months ended

September 30,

2019

2018

Net (loss) income from discontinued operations

(36

)

The results from these operations for the reporting periods are presented in the statements of operations as discontinued operations separately from continuing operations.

The change of ~~$1.5 million in net (loss) income from discontinued operations~~$78,000 in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017,~~2018, is mainly ~~attributed~~due to ~~$1.6 million net, recovered by us in 2017 pursuant~~income related to the ~~August 23, 2017 judgment of the Israeli Central District Court~~MediSmart activity in ~~a lawsuit against Harel for damages incurred by us due to flooding in a subcontractor’s manufacturing site.~~2018.

Net ~~(loss) income~~loss

Our net ~~(loss) income~~loss in the three months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, was as follows (in thousands):

Three months ended
September 30,

2018 2017
Net (loss) income $ (184 ) $ 868

Three months ended

September 30,

2019

2018

Net (loss) income

(1,210

)

(184

)

The ~~change~~increase in net ~~(loss) income~~loss of ~~$1.1~~$1.0 million in the three months ended September 30, ~~2018,~~2019, compared to the three months ended September 30, ~~2017,~~2018, is primarily due to a decrease in our ~~loss from continuing operations,~~sales, partially offset by ~~net income from discontinued operations~~a decrease in ~~2017,~~our operating expenses, as described above.

Nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017~~2018

Sources of Revenue

During the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, the revenues that we derived from sales and licensing and transaction fees were as follows (in thousands):

	Nine months ended September 30,				Nine months ended September 30,
	2018		2017		2019		2018
Sales	$	14,157	$	11,871	$	7,286	$	13,353
Licensing and transaction fees	$	4,332	$	3,765	$	3,708	$	3,997
Total revenues	$	18,489	$	15,636	$	10,994	$	17,350

Sales. Sales ~~increased~~decreased by ~~$2.3~~$6.0 million, or ~~19%~~45%, in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017.~~2018. The ~~increase~~decrease is mainly attributed to ~~an increase~~a decrease in ~~Retail~~sales of readers and ~~Mass Transit Ticketing segment sales in Japan, Europe and~~Petroleum products in the United States and to ~~an increase in Petroleum products in the United States, partially offset by a decrease in Petroleum product~~ sales in ~~Africa.~~Japan.

Licensing and transaction fees. Our licensing and transaction fees in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017, increased~~2018, decreased by ~~$567,000,~~$289,000, or ~~15%~~7%. ~~This increase~~The decrease is mainly attributed to ~~an increase~~a decrease in our licensing and transaction fees ~~related to our otiMetry solution in Europe and Japan and to our Mass Transit Ticketing operation~~ in Europe.

We have historically derived revenues from different geographical areas. The following table sets forth our revenues (in thousands) and as a percentage of revenues in different geographical areas, in the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017:~~2018:

Nine months ended September 30,	Africa				Europe				APAC				Americas				Africa				Europe				APAC				Americas
2019																	$	1,527	14	%	$	5,633	51	%	$	880	8	%	$	2,954	27	%
2018	$	2,998	16	%	$	6,313	34	%	$	2,794	15	%	$	6,384	35	%	$	1,859	11	%	$	6,313	36	%	$	2,794	16	%	$	6,384	37	%
2017	$	3,352	21	%	$	5,355	34	%	$	1,807	12	%	$	5,122	33	%

Our revenues from sales in Africa decreased by ~~$354,000,~~$332,000, or ~~11%~~18%, in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017,~~2018, mainly due to a decrease in sales of Petroleum products.

Our revenues from sales in Europe ~~increased~~decreased by ~~$958,000,~~$680,000, or ~~18%~~11%, in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017,~~2018, mainly due to ~~an increase of sales of readers and~~a decrease in our licensing and transaction ~~fees.~~fees and to a lesser extent to a decrease in sales of readers.

Our revenues from sales in APAC ~~increased~~decreased by ~~$987,000,~~$1.9 million, or ~~55%~~69%, in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017,~~2018, mainly due to ~~an increase~~a decrease in sales in the Japanese market.

Our revenues from sales in Americas ~~increased~~decreased by ~~$1.3~~$3.4 million, or ~~25%~~54%, in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017,~~2018, mainly due to ~~an increase in sales of Petroleum products and an increase~~a decrease in sales of readers to the U.S. ~~market.~~market that we believe was derived from new tariffs that were presented by the U.S. administration on goods imported from China to the U.S. market and to a decrease in sales of Petroleum products in Americas. As a result of the above mentioned tariffs, we have relocated our production from China to the Philippines.

The following table sets forth our revenues (in thousands) and as a percentage of revenues by segments, during the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017:~~2018:

Nine months ended
September 30, Petroleum Retail and Mass Transit Ticketing Other
2018 $ 3,942 21 % $ 13,306 72 % $ 1,241 7 %
2017 $ 3,645 23 % $ 10,654 68 % $ 1,337 9 %

Our revenues in the nine months ended September 30, 2018, from Petroleum increased by $297,000, or 8%, compared to the nine months ended September 30, 2017, mainly due to an increase in sales of Petroleum products in the United States, partially offset by a decrease in sales of Petroleum products in Africa.

Nine months ended September 30,	Retail and Mass Transit Ticketing				Petroleum
2019	$	8,605	78	%	$	2,389	22	%
2018	$	13,407	77	%	$	3,943	23	%

Our revenues from Retail and Mass Transit Ticketing in the nine months ended September 30, ~~2018, increased~~2019, decreased by ~~$2.7~~$4.8 million, or ~~25%~~36%, compared to the nine months ended September 30, ~~2017,~~2018, mainly ~~due~~attributed to ~~an increase in sales in Japan and an increase~~a decrease in sales of readers in the United States and ~~Europe.~~a decrease in sales in Japan.

Our revenues in the nine months ended September 30, ~~2018,~~2019, from ~~our Other segment~~Petroleum decreased by ~~$96,000,~~$1.6 million, or 7%39%, compared to the nine months ended September 30, ~~2017,~~2018, mainly due to a decrease in ~~sales of access control products sales in Asia, partially offset by an increase in sales of MediSmart~~Petroleum products in ~~Africa.~~the United States.

Cost of Revenues and Gross Margin

Our cost of revenues, presented by gross profit and gross margin percentage, in the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, were as follows (in thousands):

Cost of revenues	Nine months ended September 30,						Nine months ended September 30,
	2018			2017			2019			2018

Cost of sales	$	8,778		$	7,468		$	5,273		$	8,351
Gross profit	$	9,711		$	8,168		$	5,721		$	8,999
Gross margin percentage		53	%		52	%		52	%		52	%

Cost of sales. The ~~increase~~decrease of ~~$1,310,000,~~$3.1 million, or ~~18%~~37%, in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017,~~2018, resulted primarily from ~~an increase~~a decrease in ~~our revenues.~~sales.

Gross margin.Our ~~increase in~~ gross margin in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017, is mainly attributed to a change in our revenue mix and an increase in sales.~~2018, remained consistent.

Operating expenses

Our operating expenses in the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, were as follows (in thousands):

Operating expenses	Nine months ended September 30,				Nine months ended September 30,
	2018		2017		2019			2018
Research and development	$	2,422	$	2,414	$	2,528		$	2,391
Selling and marketing	$	4,700	$	4,166	$	3,798		$	4,700
General and administrative	$	3,070	$	2,553	$	3,081		$	3,001
Other (gain) expenses, net					$	(335	)	$	70
Total operating expenses	$	10,192	$	9,133	$	9,072		$	10,162

Research and development. ~~Our research and development expenses~~The increase of $137,000, or 6%, in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017, remained consistent.~~2018, is primarily attributed to an increase in subcontractor expenses, partially offset by a decrease in employment expenses.

Selling and marketing. The ~~increase~~decrease of ~~$534,000,~~$902,000, or ~~13%~~19%, in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017,~~2018, is primarily attributed to ~~an increase~~a decrease in ~~the number of selling and marketing employees~~employment expenses and to a lesser extent to ~~an increase~~a decrease in marketing and advertising expenses.

General and administrative. ~~The increase of $517,000, or 20%,~~Our general and administrative expenses in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017,~~2018, remained consistent.

Other (gain) expenses, net. The change of $405,000 in the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, is ~~primarily attributed to income that we derived in 2017 from our lawsuit against Harel for damages incurred by us~~mainly due to ~~flooding in~~ a ~~subcontractor’s manufacturing site, and to an increase in general and administrative employment expenses, partially offset~~capital gain from the sale of a building by ~~a decrease in professional expenses.~~our South African subsidiary.

Financing expenses, net

Our financing expenses, net, in the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, were as follows (in thousands):

Nine months ended
September 30,
2018 2017
Financing expenses, net $ (129 ) $ (236 )

	Nine months ended September 30,
	2019			2018
Financing expenses, net	$	(199	)	$	(129	)

The ~~decrease~~increase of financing expenses, net in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017,~~2018, of ~~$107,000,~~$70,000, or ~~45%~~54%, is mainly attributed to exchange rate differentials, ~~and to~~partially offset by a decrease in interest expenses ~~due to reduction~~ of our short-term and long-term bank loans.

Net loss from continuing operations

Our net loss from continuing operations in the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, was as follows (in thousands):

Nine months ended
September 30,

2018 2017
Net loss from continuing operations $ (683 ) $ (1,269 )

Nine months ended

September 30,

2019

2018

Net loss from continuing operations

(3,575

)

(1,025

)

The ~~decrease~~increase in net loss from continuing operations of ~~$586,000,~~$2.6 million, or ~~46%~~249%, in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017,~~2018, is ~~primarily~~mainly due to ~~an increase~~a decrease in our sales, ~~and an increase in our gross profit and~~partially offset by a decrease in ~~financial expenses, net, partially offset by an increase in~~ our operating ~~expenses.~~expenses, as described above.

Net (loss) income from discontinued operations

Our net (loss) income from discontinued operations in the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, was as follows (in thousands):

Nine months ended
September 30,

2018 2017
Net income from discontinued operations $ (114 ) $ 1,365

Nine months ended

September 30,

2019

2018

Net (loss) income from discontinued operations

(279

)

228

The ~~change~~results from these operations for the reporting periods are presented in the statements of ~~$1.5 million in net (loss) income from~~operations as discontinued operations separately from continuing operations. The change in the discontinued operations results of $507,000 in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017~~2018 is mainly attributed to ~~$1.6 million net, recovered by us~~the MediSmart activity in ~~2017 pursuant to the judgment of the Israeli Central District Court~~2018 and in a ~~lawsuit against Harel.~~lesser amount expenses related to SmartID divestiture in 2019.

Net ~~(loss)~~ income

Our net ~~(loss)~~ income in the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017,~~2018, was as follows (in thousands):

Nine months ended
September 30,

2018 2017
Net (loss) income $ (797 ) $ 96

	Nine months ended September 30,
	2019		2018
Net (loss) income	$	(3,854)	$	(797)

The ~~change~~increase in net ~~(loss) income~~loss of ~~$893,000~~$3.1 million, in the nine months ended September 30, ~~2018,~~2019, compared to the nine months ended September 30, ~~2017,~~2018, is primarily due to a decrease in our ~~loss from continuing operations, offset by~~sales and an increase in net ~~income~~loss from discontinued operations, partially offset by a decrease in ~~2017,~~our operating expenses, as described above.

Liquidity and Capital Resources

Our principal sources of liquidity since our inception have been sales of our products and services, sales of equity securities, borrowings from banks, cash from the exercise of options and warrants and proceeds from ~~divestitures~~divestiture of parts of our businesses. We had cash, cash equivalents and short-term investments representing bank deposits of ~~$5.9~~$5.3 million as of September 30, ~~2018~~2019 (of which an amount of ~~$0.3 million~~$105,000 has been pledged ~~to secure~~as security in respect of performance guarantees granted to third parties, ~~and guarantees to secure customer advances,~~ loans and credit lines received from a bank), and ~~$10.1~~$5.9 million as of December 31, ~~2017~~2018 (of which an amount of ~~$1.0 million~~$278,000 had then been pledged ~~to secure~~as security in respect of performance guarantees granted to third parties, ~~and guarantees to secure customer advances,~~ loans and credit lines received from a bank). We believe that we have sufficient capital resources to fund our operations in the next 12 months. We adhere to an investment policy which is intended to enable the Company to avoid being classified as a “passive foreign investment company,” or PFIC, under U.S. law. That said, we cannot provide complete assurance that PFIC status will be avoided in the future. In addition, our investment policy requiresare looking for additional resources of capital, including investment in ~~high-quality investment-grade securities.~~our equity securities and loans, to finance our operations. As of September 30, ~~2018,~~2019, our long-term bank loans are denominated in ~~the following currencies: Polish Zloty~~South African Rand ($~~377,000,~~26,000, with maturity dates ranging from ~~2018~~2019 through ~~2019) and~~2023).

In March 2019, OTI Petrosmart (Pty), Ltd., our South African subsidiary, or Petrosmart, entered into an agreement pursuant to which Petrosmart agreed to sell its head office in Cape Town, South Africa, to a third party for a consideration of Rand ~~($14,000, with maturity dates ranging from 2018 through 2019). As~~15,500,000 (approximately $1.1 million), and Petrosmart agreed to lease back this building for its current operations. The sale was completed, and the operating lease commenced during the third quarter of ~~September 30, 2018, these loans bear interest at average rate of 3.62% per annum.~~2019.

Our composition of long-term loans as of September 30, ~~2018,~~2019, was as follows (in thousands):

September 30,
2018
Long-term loans $ 391
Less - current maturities 383
$ 8

~~Our composition of short-term loans, bank credit and current maturities of long-term loans as of September 30, 2018, were as follows (in thousands):~~

September 30, 2018
Interest rate
In U.S. dollars 4.73 % $ 101
In NIS 4.7 % 20
121
Current maturities of long-term loans 383
$ 504

	September 30, 2019
Long-term loans	$	34
Less - current maturities		8
	$	26

Our and certain of our subsidiaries’ manufacturing facilities and certain equipment have been pledged as security in respect of a loan received from a bank. As of September 30, ~~2018,~~2019, our short-term deposits in the amount of ~~$292,000~~$105,000 have been pledged as security in respect of guarantees granted to third parties, loans and credit lines received from a bank. Such deposits cannot be pledged to others or withdrawn without the consent of the bank.

As of September 30, ~~2018,~~2019, we granted guarantees to third parties including performance guarantees and guarantees to secure customer advances in the sum of ~~$365,000.~~$387,000. The expiration dates of the guarantees range from ~~October 2018~~April 2020 to ~~June 2019.~~September 2021.

Operating activities related to continuing operations

For the nine months ended September 30, 2019, net cash used in continuing operating activities was $1.9 million, primarily due to a $879,000 increase in inventory, a $585,000 decrease in other current liabilities, a $328,000 gain on sale of property and equipment, a $48,000 decrease in accrued interest and a $25,000 decrease in deferred tax liability, partially offset by a $1.6 million decrease in trade receivables, a $951,000 of depreciation expenses, a $506,000 increase in trade payables, a $395,000 decrease in other receivables and prepaid expenses, a $96,000 expense due to stock-based compensation issued to employees and a $66,000 change in accrued severance pay, net.

For the nine months ended September 30, 2018, net cash provided by continuing operating activities was ~~$1.0 million,~~$56,000, primarily due to a ~~$1.7~~$1.4 million decrease in trade receivables, $978,000 of depreciation expenses ~~a $668,000 increase in trade payables~~ and a $180,000 expense due to stock-based compensation issued to employees, partially offset by a ~~$1.2 million~~$381,000 increase in inventory, a $360,000 decrease in deferred tax liability, a $263,000 decrease in trade payables, a $255,000 increase in other receivables and prepaid expenses, a ~~$683,000 net loss from continuing operations, a $381,000 increase in inventory, a $273,000~~$151,000 decrease in other current liabilities, a $25,000 gain on sale of property and equipment ~~a $20,000 decrease in deferred tax liability~~ and a $19,000 change in accrued severance pay, net.

For the nine months ended September 30, 2017, net cash used in continuing operating activities was $2.4 million, primarily due to a $1.3 million net loss from continuing operations, a $777,000 decrease in other current liabilities, a $710,000 increase in inventory, a $611,000 decrease in trade payables, a $435,000 increase in other receivables and prepaid expenses, a $41,000 decrease in accrued interest and a $9,000 gain on sale of property and equipment, partially offset by depreciation expenses of $878,000, a $238,000 expense due to stock-based compensation issued to employees, a $187,000 decrease in trade receivables, a $72,000 increase in accrued severance pay and a $37,000 deferred tax expense.

Operating activities related to discontinued operations

For the nine months ended September 30, ~~2018,~~2019, net cash used in discontinued operating activities was ~~$115,000,~~$1.4 million, mainly related to the dispute regarding Merwell Inc. related to the SmartID ~~division and previous parking business.~~division.

For the nine months ended September 30, ~~2017,~~2018, net cash ~~used in~~provided by discontinued operating activities was ~~$86,000,~~$836,000, related to the SmartID division and previous parking business.

Investing and financing activities related to continuing operations

For the nine months ended September 30, 2019, net cash used in continuing investing activities was $455,000, mainly due to $978,000 in proceeds of short-term investments, $433,000 of purchases of property and equipment and $156,000 investment in capitalized product costs, partially offset by $1.1 million in proceeds from the sale of property and equipment and $10,000 in proceeds from restricted deposits for employee benefits.

For the nine months ended September 30, 2018, net cash provided by continuing investing activities was $696,000, mainly due to $1.2 million ~~in proceeds~~ of short-term investments, $52,000 in proceeds from the sale of property and equipment and $8,000 in proceeds from restricted deposits for employee benefits, partially offset by $467,000 of purchases of property and equipment and $92,000 investment in capitalized product costs.

For the nine months ended September 30, ~~2017,~~2019, net cash provided by continuing ~~investing~~financing activities was ~~$2.6~~$2.4 million, mainly due to ~~$2.9~~a $2.6 million increase in ~~proceeds of~~ short-term ~~investments, $44,000 in proceeds from restricted deposits for employee benefits and $14,000 in proceeds from the sale of property and equipment,~~bank credit, partially offset by ~~$185,000 investment in capitalized product costs and $160,000 purchases~~a repayment of ~~property and equipment.~~$261,000 of long-term bank loans.

For the nine months ended September 30, 2018, net cash used in continuing financing activities was $4.4 million, mainly due to a $3.4 million decrease in short-term bank credit and a repayment of $979,000 of long-term bank loans, partially offset by proceeds of $34,000 from the exercise of options.

~~For~~In addition, on May 24, 2019, ASEC S.A. (Spolka Akcyjna), or, the ~~nine months ended September 30, 2017, net cash used~~Subsidiary, a wholly-owned Polish subsidiary of the Company, entered into a loan agreement, or the Agreement, with PKO Bank Polski, a Polish bank, or the Lender. The Agreement provides that the Lender will grant an overdraft facility to the Subsidiary in ~~continuing financing activities was $516,000, mainly~~the amount of $2,000,000, or the Loan Commitment. On May 24, 2019, or, the Lender loaned to the Subsidiary the full amount of the Loan Commitment, secured by certain assets of the Subsidiary, or the Secured Loan. The Secured Loan matures on May 23, 2020. The Secured Loan will be payable in full on maturity (with option of early repayment from the Subsidiary side) and the interest will be paid on a monthly basis. The Secured Loan bears interest at an annual interest rate based on 1-month LIBOR plus a margin of 1.8%, or currently approximately 3.8% in total. The Agreement includes customary events of default, including, among others, failures to repay any amounts due to ~~a repayment~~the Lender, breaches or defaults under the terms of ~~$469,000~~the Agreement, etc. If an event of ~~long-term bank loans and a $72,000 decrease in short-term bank credit, partially offset by proceeds~~default occurs, the Lender may reduce the amount of ~~$25,000 from~~ the ~~exercise of options.~~Secured Loan, demand an additional security or terminate the Agreement.

Investing and financing activities related to discontinued operations

We had no cash flows provided by or used in discontinued investing or financing activities in the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017.~~2018.

Off Balance Sheet Arrangements

We have no ~~off balance~~off-balance sheet arrangements.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures -Our management, including our Interim Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, are responsible for establishing and maintaining our disclosure controls and procedures (within the meaning of Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or Exchange Act). These controls and procedures are designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information was made known to our management, including our CEO and CFO, by others within the Company, as appropriate to allow timely decisions regarding required disclosure. We evaluated these disclosure controls and procedures under the supervision of our CEO and CFO as of September 30, ~~2018.~~2019. Based upon that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures are effective as of such date.

Changes in Internal Control Over Financial Reporting - There has been no change in our internal control over financial reporting during the quarter ended September 30, ~~2018~~2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

In December 2013, we completed the sale of certain assets, subsidiaries and intellectual property, or IP, relating to our Smart ID division, for a total purchase price of $10,000,000 in cash and an additional $12,500,000 subject to performance-based milestones. On April 20, 2016, the purchaser of the Smart ID division, SuperCom Ltd., or ~~Supercom,~~SuperCom, and we entered into a settlement agreement resolving certain litigation between SuperCom and us pursuant to which SuperCom paid us $2,050,000 and will agree to pay us up to $1,500,000 ~~in accordance~~ with and subject to a certain earn-out mechanism. In November 2017, we commenced an arbitration procedure with SuperCom, in which we claim that additional earn-out payments have not been paid to us. SuperCom has also raised claims against us during the arbitration ~~procedure for material damages. According~~procedure. An arbitration decision was issued on December 24, 2018 in our favor and denied SuperCom’s claims. The Arbitrator ordered SuperCom to ~~legal advice,~~disclose the financial information regarding the earn-out payments that we are entitled to receive, and to pay us accordingly, or otherwise pay us the maximum earn-out amount, which equals $1,500,000, minus the earn-out amounts that were already paid by SuperCom to us. As of the date hereof, the said arbitration verdict has been validated as a court verdict, and the Company ~~has good claims in the arbitration and the chances that we will be required~~is currently taking actions to compensate SuperCom are low. The arbitration hearing took place on March 6, 2018, and in the coming weeks the parties are expected to complete the submission of their written summaries, after which a decision will be given by the arbitrator.enforce it.

In June 2013, prior to ~~the~~our divestiture of our SmartID division, Merwell Inc., or Merwell, filed a claim against us before an agreed-upon arbitrator alleging breach of contract in connection with certain commissions claimed to be owed to Merwell with respect to the division’s activities in Tanzania. These activities, along with all other activities of the SmartID division were later assigned to and assumed by SuperCom Ltd., or SuperCom, in its purchase of the division. SuperCom undertook to indemnify us and hold us harmless against any liabilities ~~that~~ we may incur in connection with Merwell’s consulting agreement and the arbitration. An arbitration decision was issued on February 21, 2016, awarding Merwell ~~approximately $855,000~~$854,912 for outstanding ~~commissions.~~commissions and ordering the Company to provide further financial details that might result in additional payments to Merwell. The arbitration decision ~~was~~had been appealed ~~and~~by SuperCom (on behalf of the Company) but the appeal was ~~denied,~~denied. In order to collect the award, Merwell filed a motion against the Company and ~~currently~~on January 7, 2019 the ~~awarded~~Nazareth District Court issued a judgment requiring the Company to pay Merwell an amount ~~is approximately $1,050,000. To date SuperCom has failed to make the payment. However, as~~of NIS 5,078,581 (approximately $1,370,000). On January 8, 2019, we paid Merwell such amount. As mentioned above, based on the agreement with SuperCom (which was granted an effect of a court ~~judgement)~~judgment), we deem SuperCom isto be liable for all the costs and liabilities arising out of this claim. On February 17, 2019, we initiated an arbitration process, or the Arbitration, to collect from SuperCom the amount paid to Merwell which SuperCom failed to pay, and to assure that SuperCom will pay any additional amounts, if required in the future. On March 26, 2019, SuperCom filed a petition to the Tel-Aviv District Court, asking to order that the dispute will be conducted in Court and not in arbitration. On October 29, 2019, a hearing was conducted in court regarding SuperCom’s petition, and at the end of the hearing, following the court’s recommendation, SuperCom agreed to withdraw its petition. As a result, the court gave a verdict ordering that the Arbitration will continue. On the same day, the Company approached the arbitrator, asking to renew the Arbitration, and on October 30, 2019 the arbitrator scheduled a preliminary hearing.

On ~~October 3, 2013,~~June 12, 2019, Merwell submitted a ~~financial~~complementary claim was filed against us and our then French subsidiary, Parx France (in this paragraph, together, the Defendants), in the Commercial Court of Paris, France (in this paragraph, the Court). The sum of the claim is €1,500,000 ($1,743,000) and is based on the allegation that the plaintiff sustained certain losses in connection with Defendants not granting the plaintiff exclusive marketing rights to distribute and operate the Defendants’ PIAF Parking System in Paris and the Ile of France. On October 25, 2017, the Court issued its ruling in this matter dismissing all claims against us but ordering Parx France to pay the plaintiff €50,000 ($58,000) plus interest in damages plus another approximately €5,000 ($6,000) in other fees and penalties. We offered to pay the amounts mentioned above to the plaintiff in consideration for not filing future appeals. The plaintiff rejected this offer and filed an appeal against Parx France and us claiming the sum of €503,000 ($584,000) plus interest and expenses. Based on the assessment of the Company’s external legal counsel, the Company’s management is of the opinion that the chances of the appeal being approved against the Company ~~are low.~~in arbitration, with respect to the additional financial details that Merwell claims that the Company was ordered to provide according to the arbitration verdict from February 21, 2016, and additional payments that Merwell claims that the Company is obligated to pay Merwell. The said financial details refer to the quantity of smart driving licenses that Merwell claims were issued in the later period of a project in Tanzania in which Merwell claims to have provided services to the Company. Merwell claims that despite the Company’s failure to provide the details, Merwell obtained the details independently from other sources, and they indicate that the Company is obligated to pay Merwell an additional amount of $1,618,792. The Company rejects the details that were presented by Merwell and their validity, and also raised preliminary claims that this matter cannot be determined in arbitration, but only in court, since the relevant data is held by SuperCom, who is not a party to the arbitration agreement with Merwell, but issued the licenses in the relevant period and therefore is a necessary party to the dispute. The Company filed an application to the arbitrator, and on August 8, 2019, the arbitrator determined that the Company’s procedural claims should be heard and determined in court. Following that decision, on September 8, 2019, the Company filed a petition to the Tel-Aviv District Court, asking it to order that Merwell’s claims in the complementary procedure will be heard in court and not in arbitration. On October 22, 2019, Merwell submitted its response to the court. As of the date of this report, a hearing in the petition has not yet scheduled.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In February 2019, the Company issued to MZHCI LLC 30,000 Ordinary Shares of the Company for fully performed services provided to the Company. We issued these shares pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5. Other Information.

As reported on the Company’s Current Report on Form 8-K filed on September 30, 2019, the proposal to amend the Amended and Restated Compensation Policy of the Company, or the Compensation Policy, was not approved by the general meeting of shareholders of the Company, or the General Meeting, as the proposal did not receive the requisite majority required under the Israeli Companies Law, or the Companies Law. Notwithstanding the above, under the Companies Law, the board of directors of a company has the right to overrule the resolution of the general meeting of the company’s shareholders to not approve proposed changes to the company’s compensation policy, if certain conditions are being met. Accordingly, and pursuant to the Companies Law, on November 5, 2019, the Company’s board of directors, or the Board, approved the same proposed amendments to the Compensation Policy, as were included in the Company’s Definitive Proxy Statement filed on August 23, 2019. Prior to such approval, the Compensation Committee of the Company and thereafter the Board, discussed the suggested amendments to the Compensation Policy, and determined that notwithstanding the outcome of the General Meeting, the approval of the amendments to the Compensation Policy is in the Company’s best interest.

Item 6. Exhibits.

3.1	Amended and Restated Articles of Incorporation (incorporated by reference to the Company’s Report on Form 6-K filed with the SEC on October 31, 2013).

3.2	Memorandum of Association, dated February 14, 1990 (incorporated by reference to the Company’s Registration Statement on Form F-1, filed with the SEC on June 14, 2002).
10.1*	Amendment to Personal Employment Contract, dated September 30, 2019, by and between the Company and Mr. Assaf Cohen.
10.2	Employment Agreement, dated November 5, 2019, by and between the Company and Mr. Yehuda Holtzman (incorporated by reference to the Company’s Report on Form 8-K filed with the SEC on November 6, 2019).
10.3	Amended and Restated Executive Compensation Policy (incorporated by reference to the Company’s proxy statement on Schedule 14A filed with the SEC on August 23, 2019).
31.1*	Rule 13a-14(a) Certification of Interim Chief Executive ~~Officer.~~

31.2*	~~Rule 13a-14(a) Certification of~~Officer and Chief Financial Officer.

32.1**	Certification of Interim Chief Executive Officer ~~pursuant to 18 U.S.C. Section 1350.~~

32.2**	~~Certification of~~and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

101 *	The following materials from our Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2018~~2019 formatted in XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements of Operations, (iii) the Interim Condensed Consolidated Statements of Comprehensive ~~Loss,~~(Loss) Income, (iv) the Interim Condensed Statements of Changes in Equity, (v) the Interim Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.

*Filed herewith.

** Furnished herewith.

Filed herewith.

Furnished herewith.

1516

SIGNATURES

In accordance with 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.

ON TRACK INNOVATIONS LTD.

~~By:~~	~~/s/ Shlomi Cohen~~
~~Shlomi Cohen, Chief Executive Officer~~
~~(Principal Executive Officer)~~
~~Dated: November 14, 2018~~

By:	/s/ Assaf Cohen
	Assaf Cohen, Interim Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial and Accounting Officer)

Dated: November ~~14, 2018~~		13, 2019

	Number of			Weighted
	options			average exercise
	outstanding			price per share
Outstanding – December 31, 2017		1,495,000		$	1.27

Options granted		100,000			1.33
Options expired or forfeited		(196,335	)		1.25
Options exercised		(39,999	)		0.86
Outstanding – September 30, 2018		1,358,666			1.29

Exercisable as of:
December 31, 2017		681,321		$	1.45
September 30, 2018		696,655		$	1.39

	September 30, 2018
Long-term loans	$	391
Less - current maturities		383
	$	8

	September 30, 2018
	Interest rate
In U.S. dollars		4.73	%	$	101
In NIS		4.7	%		20
					121
Current maturities of long-term loans					383
				$	504