UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of June 2016
Commission File Number: 001-13138
Pointer
Telocation Ltd.
(Translation of registrant's name into English)
14 Hamelacha Street, Rosh Ha'ayin, Israel
4809133
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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): ____
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): ____
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 o No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
EXPLANATORY NOTE
Pointer Telocation Ltd.
On June 28, 2016, Pointer Telocation Ltd. (the “Registrant”) completed the previously announced spin-off of its subsidiary Shagrir Group Vehicle Services Ltd. (“Shagrir”). Following the completion of the spin-off, none of the ordinary shares of Shagrir are held by the Registrant.
Attached hereto as Exhibit 99.1, are the unaudited pro forma financial statements of the Registrant, giving effect to the spin-off, which financial statements are furnished to the United States Securities and Exchange Commission (“SEC”) and incorporated herein by reference.
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.
Date: June 30, 2016 |
POINTER TELOCATION LTD. By: /s/ Yossi Ben Shalom —————————————— Yossi Ben Shalom Chairman of the Board of Directors |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Unaudited pro forma financial information for the Registrant, after giving effect to the spin-off of Shagrir Group Vehicle Services Ltd., are attached hereto as Exhibit 99.1, and incorporated herein by reference. |
Exhibit 99.1
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On June 28, 2016 the Registrant consummated the previously announced spin-off of Shagrir Group Vehicle Services Ltd, (“Shagrir”).The unaudited pro forma financial statements have applied pro forma adjustments to the Registrant's historical consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America and give effect to the spin-off of Shagrir. The unaudited pro forma statements of operations for the fiscal years ended December 31, 2015, 2014 and 2013 assume that the spin-off occurred January 1, 2013. The unaudited pro forma balance sheet as of December 31, 2015, assumes the spin-off occurred on that date.
The unaudited pro forma financial statements are presented based on currently available information and are intended for informational purposes only. These unaudited pro forma financial statements are not necessarily indicative of what the Registrant's results of operations or financial condition would have been had the spin-off been completed on the dates assumed. In addition, they are not necessarily indicative of the Registrant's future results of operations or financial condition. Beginning in the second quarter of fiscal 2016, the historical financial results of the consolidated operations of Shagrir for the periods prior to the spin-off will be reflected in the Registrant's consolidated financial statements as discontinued operations.
The unaudited pro forma financial statements should be read in conjunction with (i) the accompanying notes to the unaudited pro forma financial statements, and (ii) the audited consolidated financial statements and accompanying notes and Item 5 - “Operating and Financial Review and Prospects” of the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2015 filed with the SEC on March 29, 2016.
The unaudited pro forma financial information also excludes the effects of costs associated with spin-off, as they are currently not known, and to the extent they occur, are expected to be non-recurring and were not incurred as of the closing date of the spin-off. However, such costs could affect the Registrant following the spin-off in the period the costs are incurred or recorded.
Pointer Telocation Ltd.
Unaudited Pro Forma Statements of Operations (USD in thousands)
Year Ended December 31, 2015
|
Year ended December 31, 2015 |
||||||||||||
| Historical |
RSA spin-off Pro Forma adjustments (a) |
Pro Forma | ||||||||||
| Revenues: | ||||||||||||
| Products | 28,617 | 6,254 | 22,363 | |||||||||
| Services | 72,307 | 34,006 | 38,301 | |||||||||
| Total revenues | 100,924 | 40,260 | 60,664 | |||||||||
| Cost of revenues: | ||||||||||||
| Products | 17,003 | 3,443 | 13,560 | |||||||||
| Services | 49,739 | 31,860 | 17,879 | |||||||||
| Total cost of revenues | 66,742 | 35,303 | 31,439 | |||||||||
| Gross profit | 34,182 | 4,957 | 29,225 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development | 3,409 | - | 3,409 | |||||||||
| Selling and marketing | 12,063 | 1,595 | 10,468 | |||||||||
| General and administrative | 10,993 | 2,412 | 8,581 | |||||||||
| Amortization of intangible assets | 735 | 197 | 538 | |||||||||
| Impairment of intangible and tangible assets | 917 | - | 917 | |||||||||
| Total operating expenses | 28,117 | 4,204 | 23,913 | |||||||||
| Operating income | 6,065 | 753 | 5,312 | |||||||||
| Financial expenses, net | 869 | 226 | 643 | |||||||||
| Other expenses (income) | (6 | ) | (18 | ) | 12 | |||||||
| Income before taxes on income | 5,202 | 545 | 4,657 | |||||||||
| Tax expenses | 1,404 | 97 | 1,307 | |||||||||
| Net income from continuing operations | $ | 3,798 | 448 | $ | 3,350 | |||||||
Pointer Telocation Ltd.
Unaudited Pro Forma Statements of Operations (USD in thousands)
Year Ended December 31, 2014
|
Year ended December 31, 2014 |
||||||||||||
| Historical |
RSA spin-off Pro Forma adjustments (a) |
Pro Forma | ||||||||||
| Revenues: | ||||||||||||
| Products | 33,099 | 5,300 | 27,799 | |||||||||
| Services | 72,191 | 33,732 | 38,459 | |||||||||
| Total revenues | 105,290 | 39,032 | 66,258 | |||||||||
| Cost of revenues: | ||||||||||||
| Products | 19,279 | 2,959 | 16,320 | |||||||||
| Services | 50,461 | 31,391 | 19,070 | |||||||||
| Total cost of revenues | 69,740 | 34,350 | 35,390 | |||||||||
| Gross profit | 35,550 | 4,682 | 30,868 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development | 3,390 | - | 3,390 | |||||||||
| Selling and marketing | 11,219 | 1,636 | 9,583 | |||||||||
| General and administrative | 11,883 | 2,060 | 9,823 | |||||||||
| Other general and administrative expenses | 683 | 683 | - | |||||||||
| Other income | (288 | ) | - | (288 | ) | |||||||
| Amortization of intangible assets | 994 | 254 | 740 | |||||||||
| Impairment of intangible and tangible assets | 1,122 | 1,122 | - | |||||||||
| Total operating expenses | 29,003 | 5,755 | 23,248 | |||||||||
| Operating income (loss) | 6,547 | (1,073 | ) | 7,620 | ||||||||
| Financial expenses, net | 2,424 | 215 | 2,209 | |||||||||
| Other expenses | 232 | 29 | 203 | |||||||||
| Income (loss) before taxes on income | 3,891 | (1,317 | ) | 5,208 | ||||||||
| Tax income | (8,849 | ) | - | (8,849 | ) | |||||||
| Net income (loss) from continuing operations | $ | 12,740 | (1,317 | ) | $ | 14,057 | ||||||
Pointer Telocation Ltd.
Unaudited Pro Forma Statements of Operations (USD in thousands)
Year Ended December 31, 2013
|
Year ended December 31, 2013 |
||||||||||||
| Historical |
RSA spin-off Pro Forma adjustments (a) |
Pro Forma | ||||||||||
| Revenues: | ||||||||||||
| Products | 34,662 | 4,528 | 30,134 | |||||||||
| Services | 63,195 | 33,978 | 29,217 | |||||||||
| Total revenues | 97,857 | 38,506 | 59,351 | |||||||||
| Cost of revenues: | ||||||||||||
| Products | 20,763 | 2,431 | 18,332 | |||||||||
| Services | 45,497 | 31,552 | 13,945 | |||||||||
| Total cost of revenues | 66,260 | 33,983 | 32,277 | |||||||||
| Gross profit | 31,597 | 4,523 | 27,074 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development | 3,244 | - | 3,244 | |||||||||
| Selling and marketing | 10,398 | 1,535 | 8,863 | |||||||||
| General and administrative | 10,539 | 1,857 | 8,682 | |||||||||
| Other general and administrative expenses | 403 | 403 | - | |||||||||
| Amortization of intangible assets | 967 | 548 | 419 | |||||||||
| Total operating expenses | 25,551 | 4,343 | 21,208 | |||||||||
| Operating income | 6,046 | 180 | 5,866 | |||||||||
| Financial expenses, net | 1,077 | 216 | 861 | |||||||||
| Other income | (3,299 | ) | - | (3,299 | ) | |||||||
| Income (loss) before taxes on income | 8,268 | (36 | ) | 8,304 | ||||||||
| Tax expenses | 1,337 | - | 1,337 | |||||||||
| Income (loss) after taxes on income | 6,931 | (36 | ) | 6,967 | ||||||||
| Equity in gains of affiliate | 340 | - | 340 | |||||||||
| Net income (loss) from continuing operations | $ | 7,271 | $ | (36 | ) | $ | 7,307 | |||||
Pointer Telocation Ltd.
Unaudited Pro Forma Balance Sheet (USD in thousands)
Year Ended December 31, 2015
| December 31, 2015 | ||||||||||||
| Historical | RSA Spin-off Pro Forma adjustments |
Pro Forma | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS: | ||||||||||||
| Cash and cash equivalents | $ | 9,347 | $ | (2,095 | ) | $ | 7,252 | |||||
| Trade receivables, net | 18,402 | (8,876 | ) | 9,526 | ||||||||
| Other accounts receivable and prepaid expenses | 2,040 | (449 | ) | 1,591 | ||||||||
| Inventories | 4,866 | (169 | ) | 4,697 | ||||||||
| Property and equipment held for sale | 282 | (282 | ) | - | ||||||||
| Total current assets | 34,937 | (11,871 | ) | 23,066 | ||||||||
| LONG-TERM ASSETS: | ||||||||||||
| Long-term accounts receivable | 490 | - | 490 | |||||||||
| Long term loan to others | - | 789 | 789 | |||||||||
| Severance pay fund | 8,186 | (5,215 | ) | 2,971 | ||||||||
| Property and equipment, net | 9,112 | (5,834 | ) | 3,278 | ||||||||
| Other intangible assets, net | 816 | (373 | ) | 443 | ||||||||
| Goodwill | 46,753 | (15,365 | ) | 31,388 | ||||||||
| Deferred tax asset | 3,144 | (54 | ) | 3,090 | ||||||||
| Total long-term assets | 68,501 | (25,052 | ) | 42,631 | ||||||||
| Total assets | $ | 103,438 | $ | (37,923 | ) | $ | 66,515 | |||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Short-term bank credit and current maturities of long-term loans | $ | 4,905 | $ | (85 | ) | $ | 4,820 | |||||
| Trade payables | 11,776 | (7,127 | ) | 4,649 | ||||||||
| Deferred revenues and customer advances | 5,843 | (5,172 | ) | 671 | ||||||||
| Other accounts payable and accrued expenses | 7,928 | (2,759 | ) | 5,169 | ||||||||
| Total current liabilities | 30,452 | (15,143 | ) | 15,309 | ||||||||
| LONG-TERM LIABILITIES: | ||||||||||||
| Long-term loans from banks | 8,385 | - | 8,385 | |||||||||
| Long-term loans from shareholders and others | 180 | (180 | ) | - | ||||||||
| Other long-term liabilities | 258 | - | 258 | |||||||||
| Accrued severance pay | 9,128 | (5,783 | ) | 3,345 | ||||||||
| Total long term liabilities | 17,951 | (5,963 | ) | 11,988 | ||||||||
| COMMITMENTS AND CONTINGENT LIABILITIES: | ||||||||||||
| EQUITY: | ||||||||||||
| Share capital | 5,770 | - | 5,770 | |||||||||
| Additional paid-in capital | 128,410 | - | 128,410 | |||||||||
| Accumulated other comprehensive income | (6,254 | ) | - | (6,254 | ) | |||||||
| Accumulated deficit | (71,822 | ) | (18,050 | ) | (89,872 | ) | ||||||
| Total Pointer Telocation Ltd's shareholders' equity | 56,104 | (18,050 | ) | 38,054 | ||||||||
| Non-controlling interest | (1,069 | ) | 1,233 | 164 | ||||||||
| Total equity | 55,035 | (16,817 | ) | 38,218 | ||||||||
| Total liabilities and equity | $ | 103,438 | $ | (37,923 | ) | $ | 65,515 |
Notes to the Unaudited Pro Forma Financial Statements
The unaudited pro forma financial statements give effect to the spin-off of Shagrir, to be accounted for as a discontinued operation. The unaudited pro forma Statements of Operations for the years ended December 31, 2015, 2014 and 2013 are presented as if the spin-off occurred as of January 1, 2013. The unaudited pro forma Balance Sheet as of December 31, 2015 is presented as if the spin-off occurred on that date.
| a. | The Shagrir spin-off Pro Forma Adjustments columns in the unaudited pro forma information represent the historical financial results of the operations of Shagrir. |
| b. | The pro forma adjustments represent the elimination of the assets and liabilities of the business of Shagrir. |