UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 6-K/A
_________________
Report Of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the quarter ended September 30, 2005
Commission File Number: 0-28542
ICTS International N.V.
(Translation of registrant’s name into English)
Biesbosch 225, 1181 JC
Amstelveen, The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20F or Form 40F.
Form 20-F Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Note: Regulation S-T Rule101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Note: Regulation S-T Rule101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s home country), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-.
ICTS INTERNATIONAL N.V
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
2005 2004
_____________________
(U.S.$ in thousands)
ASSETS | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 2,041 | $ 3,426 | |||
Restricted cash and short-term investments | 3,500 | 4,773 | |||
Accounts receivable - trade | 12,016 | 11,972 | |||
Other current assets | 4,742 | 4,497 | |||
Total current assets | 22,299 | 24,668 | |||
INVESTMENTS: | |||||
Investment in associated companies | 4,176 | 3,975 | |||
Deferred income taxes | 0 | 3 | |||
Other investment and long term receivables | 652 | 7,118 | |||
4,828 | 11,096 | ||||
PROPERTY AND EQUIPMENT: | |||||
Cost | 25,421 | 27,547 | |||
Less- accumulated depreciation | 11,730 | 10,417 | |||
13,691 | 17,130 | ||||
GOODWILL | 314 | 314 | |||
OTHER ASSETS AND INTANGIBLE ASSETS | 1,616 | 1,754 | |||
1,930 | 2,068 | ||||
Total assets | $ 42,748 | $ 54,962 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
CURRENT LIABILITIES: | |||||
Short-term bank credit | $ 5,069 | $ 4,416 | |||
Current maturities of long-term loans | 2,502 | 2,779 | |||
Account payable-trade | 4,198 | 2,579 | |||
Accrued expenses and other liabilities | 17,644 | 16,886 | |||
Total current liabilities | 29,413 | 26,660 | |||
DEFERRED TAXES | 0 | 20 | |||
ACCRUED SEVERANCE PAY | 188 | 65 | |||
LONG-TERM DEBT, net of current maturities | 627 | 6,711 | |||
Total long-term liabilities | 815 | 6,796 | |||
SHAREHOLDERS' EQUITY | |||||
Share capital: | |||||
Common shares, par value-0.45 Euro per share, | |||||
17,000,000 shares authorized; 6,672,980 outstanding shares | 3,605 | 3,605 | |||
Additional paid-in capital | 20,234 | 19,670 | |||
Retained earnings (Accumulated deficit) | (2,908 | ) | 4,650 | ||
Accumulated other comprehensive loss | (7,512 | ) | (5,520 | ) | |
13,419 | 22,405 | ||||
Treasury stock, 144,880 common shares, at cost | (899 | ) | (899 | ) | |
12,520 | 21,506 | ||||
Total liabilities and shareholders' equity | $ 42,748 | $ 54,962 | |||
ICTS INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S.$ in thousands, except share and per share data)
(Unaudited)
Three months ended Three months ended Nine months ended Nine months ended September 30,2005 September 30, 2004 September 30,2005 September 30, 2004 Revenues $16,199 $16,442 $46,259 $47,138 Cost of revenues 14,943 15,896 43,759 44,602 _______ _______ _______ _______ Gross profit 1,256 546 2,500 2,536 Impairment of assets and goodwill 6,861 Impairment and amortization of intangible assets 53 62 177 186 Selling, general and administrative expenses 3,448 3,655 8,638 8,952 _______ _______ _______ _______ Operating loss (2,245) (3,171) (6,315) (13,463) Interest and other financial income 342 332 752 530 Interest and other financial expense (841) (286) (1,995) (936) Exchange rate differences 29 (28) 411 (8) Other income (expense), net 99 (177) 99 (285) _______ _______ _______ _______ Loss before income taxes (2,616) (3,330) (7,048) (14,162) Income taxes (356) 143 (453) 447 _______ _______ _______ _______ Loss from operations of the company and its subsidiaries (2,972) (3,187) (7,501) (13,715) Share in profits (losses) of associated companies (201) 137 (57) (1,525) _______ _______ _______ _______ Net loss $(3,173) $(3,050) $(7,558) $(15,240) _______ _______ _______ _______ _______ _______ _______ _______ Other comprehensive income (loss): Translation adjustments 48 (80) (1,619) (540) Unrealized gain (loss) on marketable securities 143 89 373) (368) _______ ________ _______ _______ Other comprehensive income (loss) 191 9 (1,992) (908) _______ ________ _______ _______ Comprehensive loss $(2,982) $(3,041) $(9,550) $(16,148) _______ _______ _______ _______ _______ _______ _______ _______ Loss per Common Share - basic $(0.49) $(0.47) $(1.16) $(2.34) _______ _______ _______ _______ _______ _______ _______ _______ Loss per Common Share - assuming dilution $(0.49) $(0.47) $(1.16) $(2.34) _______ _______ _______ _______ _______ _______ _______ _______ Weighted average of common shares Outstanding 6,528,100 6,528,100 6,528,100 6,520,600 Diluted 6,528,100 6,528,100 6,528,100 6,520,600
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ICTS INTERNATIONAL N.V. (Registrant) By: /s/ Avraham Dan Avraham Dan, Managing Agent
Dated: January 10, 2006
CERTIFICATIONS
I, Avraham Dan, certify that:
1. | I have reviewed this quarterly report on Form 6-K/A of ICTS International N.V. for the period ending September 30, 2005; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: |
a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and |
c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
6. | The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date:January 10, 2006
By:/s/ Avraham Dan
Avraham Dan, Managing Agent
CERTIFICATION
In connection with the quarterly report of ICTS International, N.V. (the “Company”) on Form 6-K/A for the period ending September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Avraham Dan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
ICTS INTERNATIONAL, N.V.
By: /s/ Avraham Dan
Avraham Dan, Chief Executive Officer
Dated: January 10, 2006
CERTIFICATIONS
I, Benny Barzilay, certify that:
1. | I have reviewed this quarterly report on Form 6-K/A of ICTS International N.V. for the period ending September 30, 2005; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: |
a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and |
c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
6. | The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date:January 10, 2006
By: /s/ Benny Barzilay
Benny Barzilay
CERTIFICATION
In connection with the quarterly report of ICTS International, N.V. (the “Company”) on Form 6-K/A for the period ending September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Benjamin Barzilay, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
ICTS INTERNATIONAL, N.V.
By: /s/ Benjamin Barzilay
BenjaminBarzilay, Chief Financial Officer
Dated: January 10, 2006