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 ability to continue as a going concern and any efforts that we may

undertake to support our future operations, service our debt obligations and to

further execute our business plans;

? the results of our negotiations with Mr. Ivy, the controlling shareholder of

the Company, with respect to the terms of a loan agreement that would address


   our cash needs;




? any impact of the Corona Virus, or COVID-19, pandemic on our business and cash

flow, including timing of receipt of orders, revenue recognition, payment from

our customers and gross margin;

? future sources of revenue, ongoing relationships with current and future

business partners, distributors, suppliers, customers, end-user customers and


   resellers;




? future costs and expenses and adequacy of capital resources;

? our expectations regarding our short-term and long-term capital requirements

and satisfaction thereof;

? the impact of ongoing litigation on our business;

? interest from current and new customers and rate or orders

? the global shortage in components and the related effects of an increase in

components' prices, freight cost and longer lead-times;

? our outlook for the coming months; and

? plans and strategies for our business.


The factors discussed herein and in those risk factors expressed below and 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" below and in Part I, Item 1A of our Annual Report on Form
10-K for the fiscal year ended December 31, 2020 filed with the SEC. Readers are
also urged to carefully review and consider the various disclosures we have

made
in that report.



                                       2





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 leading developer of contactless payment solutions, Near Field Communication (NFC) technology based, for the unattended market. We have been a technology leader since 1990, providing systems, devices and services to operators and integrators with solutions and components that are simple to implement.

To date, we have deployed over one million payment solutions to our focused unattended markets: self-service kiosk, micro-markets and vending machines, entertainment and gaming, automated teller machines, Mass Transit Ticketing Validation and fuel payments.

We operate through regional offices, supporting clients and payment industry partners with its unique contactless payment solutions.





On April 21, 2021, we sold our Polish subsidiary, ASEC S.A., or ASEC, including
our Mass Transit Ticketing activity in Poland. The consideration for the sale of
ASEC was agreed to equal $3 million, of which approximately $2.1 million was
used to repay Polish bank loans, and which was reduced by an agreed amount of
approximately $300,000 due to working capital adjustments. Following this sale,
we operate in two segments: (1) Retail, and (2) Petroleum.



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 and our Annual Report on Form
10-K for the fiscal year ended December 31, 2020 filed with the SEC.



Results of Operations



Discontinued operations. In April 2021, we completed the sale of 100% of the
issued and outstanding share capital of ASEC. ASEC is headquartered in Krakow,
Poland and had been conducting our Mass Transit Ticketing business in Poland
(which was attributed to our "Retail and Mass Transit Ticketing" segment). In
December 2013, we completed the sale of certain assets, certain subsidiaries and
IP directly related to our SmartID division. Accordingly, the results and the
cash flows from such operations 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, 2021, compared to the three months ended September 30, 2020





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, and, less significantly, from engineering services,
customer services and technical support. In addition, we have derived revenues
from Software as a Service, or SaaS. During the three months ended September 30,
2021 and September 30, 2020, the revenues that we derived from those sources
were as follows (in thousands):



                   Three months ended
                      September 30,
                    2021          2020
Sales            $    4,632      $ 2,624
SaaS             $      407      $   362
Total revenues   $    5,039      $ 2,986




                                       3





Sales. Sales increased by $2 million, or 77%, in the three months ended
September 30, 2021, compared to the three months ended September 30, 2020. The
increase is mainly attributed to an increase of Retail segment sales in the
Americas and to a lesser degree to an increase of Retail segment sales in the
Asia-Pacific region, or APAC, partially offset by a decrease in Petroleum
segment sales in Americas and Africa.



SaaS. SaaS revenues include monthly payments for a set of different software
applications such as Terminal Management Systems, Payment gateway, and other
software applications for the Retail segment, and a separate set of applications
for fuel management systems supporting the Petroleum segment. Our SaaS revenues
increased by $45,000, or 12%, in the three months ended September 30, 2021,
compared to the three months ended September 30, 2020. The increase is
attributed to an increase in revenues in both our segments, mainly in our Retail
segment.



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, 2021 and September 30, 2020:



Three months ended September 30,       Americas              Europe        

     Africa              APAC
2021                               $ 2,892       58 %   $ 1,324       26 %   $ 313        6 %   $ 510       10 %
2020                               $ 1,055       35 %   $ 1,265       42 %   $ 410       14 %   $ 256        9 %




Our revenues from sales in Americas increased by $1.8 million, or 174%, in the
three months ended September 30, 2021, compared to the three months ended
September 30, 2020, mainly due to an increase in Retail segment sales, partially
offset by a decrease in Petroleum segment sales.



Our revenues from sales in Europe increased by $59,000, or 5%, in the three months ended September 30, 2021, compared to the three months ended September 30, 2020, mainly due to an increase in Retail segment revenues.





Our revenues from sales in Africa decreased by $97,000, or 24%, in the three
months ended September 30, 2021, compared to the three months ended September
30, 2020, mainly due to a decrease in Petroleum segment sales.



Our revenues from sales in APAC increased by $254,000, or 99%, in the three months ended September 30, 2021, compared to the three months ended September 30, 2020, mainly due to an increase in Retail segment revenues.


Our revenues derived from outside the United States are primarily received in
currencies other than the U.S. dollar and accordingly have a varying impact upon
our total revenues as a result of fluctuations in exchange 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, 2021 and September 30, 2020:



Three months ended September 30,        Retail            Petroleum
2021                               $ 4,515       90 %   $ 524       10 %
2020                               $ 2,231       75 %   $ 755       25 %




                                       4





Our revenues from Retail in the three months ended September 30, 2021 increased
by $2.3 million, or 102%, compared to the three months ended September 30, 2020,
mainly attributed to an increase in Retail sales in the Americas and to a lesser
degree to an increase in sales in APAC market.



Our revenues from Petroleum in the three months ended September 30, 2021
decreased by $231,000, or 31%, compared to the three months ended September 30,
2020, mainly due to a decrease in revenues from the Petroleum segment in the
Americas and Africa.


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, 2021 and September 30, 2020 were as follows
(dollar amounts in thousands):



                            Three months ended
Cost of revenues               September 30,
                             2021          2020
Cost of sales             $    3,715      $ 1,834
Gross profit              $    1,324      $ 1,152
Gross margin percentage           26 %         39 %




Cost of sales. Cost of sales consists primarily of materials, as well as
salaries, fees to subcontractors, related costs of our technical staff that
assemble our products and freight expenses. The increase of $1.9 million, or
103%, in the three months ended September 30, 2021, compared to the three months
ended September 30, 2020, resulted primarily from an increase in sales and an
increase of components costs due to a global components shortage as a result of
the COVID-19 pandemic.


Gross margin. The decrease in gross margin in the three months ended September 30, 2021, compared to the three months ended September 30, 2020, is mainly attributed to an increase of components costs due to a global shortage of components as part of the impact of the COVID-19 pandemic.





Operating expenses


Our operating expenses in the three months ended September 30, 2021 and September 30, 2020 were as follows (in thousands):





                               Three months ended
Operating expenses                September 30,
                                2021          2020
Research and development     $      946      $   839
Selling and marketing        $      701      $   765
General and administrative   $      764      $   799
Total operating expenses     $    2,411      $ 2,403




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 increase of $107,000, or 13%, in
the three months ended September 30, 2021, compared to the three months ended
September 30, 2020, is primarily attributed to recruitment of new employees and
an increase in subcontracting expenses.



Selling and marketing. Our selling and marketing expenses consist primarily of
salaries and substantially all of the expenses of our sales and marketing for
the subsidiaries and offices in the United States, South Africa and Europe, as
well as expenses related to advertising, professional expenses, participation in
exhibitions and tradeshows and a change in allowance for doubtful accounts. The
decrease of $64,000, or 8%, in the three months ended September 30, 2021,
compared to the three months ended September 30, 2020, is primarily attributed
to a decrease in professional expenses.



                                       5





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 legal and accounting), office expenses and
insurance. The decrease of $35,000, or 4%, in the three months ended September
30, 2021, compared to the three months ended September 30, 2020, is primarily
attributed to a decrease in professional expenses.



Financing expenses, net


Our financing expenses, net, in the three months ended September 30, 2021 and September 30, 2020 were as follows (in thousands):





                                                                   Three months ended
                                                                      September 30,
                                                                  2021             2020
Financial expenses deriving from a convertible short-term
loan from shareholders                                         $     (345 )     $        -
Other financial expenses, net                                  $     (112 )     $      (72 )
Financing expenses, net                                        $     (457 )     $      (72 )




Financing expenses consist primarily of interest payable on loans, bank
commissions, foreign exchange losses and financial expenses deriving from a
convertible short-term loan, or the Loan, incurred in accordance with the terms
of a loan financing agreement, as amended on January 26, 2021, or the Loan
Agreement, we entered into with Jerry L. Ivy, Jr., Descendants' Trust, or the
Lead Lender, and another lender. Financing income consists primarily of foreign
exchange gains and interest earned on investments in short-term deposits. The
increase in financing expenses, net, of $385,000, or 535%, in the three months
ended September 30, 2021, compared to the three months ended September 30, 2020,
is mainly due to non-cash financial expenses derived from the Loan, and to a
lesser degree from exchange rate differential.



Net loss from continuing operations

Our net loss from continuing operations in the three months ended September 30, 2021 and September 30, 2020 was as follows (in thousands):





                                        Three months ended
                                           September 30,
                                         2021          2020

Net loss from continuing operations $ (1,544 ) $ (1,315 )






The increase in the net loss from continuing operations of $229,000, or 17%, in
the three months ended September 30, 2021, compared to the three months ended
September 30, 2020, is mainly due to an increase in non-cash financing expenses
derived from the Loan, partially offset by an increase in our gross profit,

as
described above.


Net income (loss) from discontinued operations

Our net income (loss) from discontinued operations in the three months ended September 30, 2021 and September 30, 2020 was as follows (in thousands):





                                                    Three months ended
                                                       September 30,
                                                  2021            2020

Net income (loss) from discontinued operations $ 29 $ (306 )






                                       6





Our net income (loss) from discontinued operations for the reporting periods is
presented in the statements of operations as discontinued operations separately
from continuing operations. The change in the net income (loss) from
discontinued operations of $335,000 in the three months ended September 30,
2021, compared to the three months ended September 30, 2020, is mainly due to
the fact that in 2020, we suffered a loss from the Mass Transit Ticketing
operations as a result of the impact of the COVID-19 pandemic, which was sold
when we sold ASEC, including its Mass Transit Ticketing operation, in April

2021.



Net loss


Our net loss in the three months ended September 30, 2021 and September 30, 2020 was as follows (in thousands):





             Three months ended
                September 30,
              2021          2020
Net loss   $   (1,515 )   $ (1,621 )






The decrease in net loss of $106,000 or 7%, in the three months ended September
30, 2021, compared to the three months ended September 30, 2020, is mainly due
to an increase in our gross profit and a decrease in our loss from discontinued
operations, partially offset by an increase in non-cash financing expenses
derived from the Loan, as described above.



                                       7




Nine months ended September 30, 2021 compared to nine months ended September 30, 2020





Sources of Revenue



During the nine months ended September 30, 2021 and September 30, 2020, our revenues were as follows (in thousands):





                   Nine months ended
                     September 30,
                   2021          2020
Sales            $   9,465     $  9,718
SaaS             $   1,194     $    972
Total revenues   $  10,659     $ 10,690
Sales. Sales decreased by $253,000 million, or 3%, in the nine months ended
September 30, 2021, compared to the nine months ended September 30, 2020. The
decrease is mainly attributed to a decrease of Petroleum segment sales in
Americas. The Retail segment sales remained consistent due to an increase of
sales in Americas, offset by a decrease of sales in APAC and Europe.



SaaS. Our SaaS revenues increased by $222,000, or 23%, in the nine months ended
September 30, 2021, compared to the nine months ended September 30, 2020. The
increase is mainly attributed to an increase in revenues of both our Retail
segment and our Petroleum segment.



The following table sets forth our revenues, by dollar amount (in thousands) and
as a percentage of revenues in different geographical areas, in the nine months
ended September 30, 2021 and September 30, 2020:



Nine months ended September 30,         Americas              Europe       

       Africa                APAC
2021                                $ 4,590       43 %   $ 3,411       32 %   $ 1,132       11 %   $ 1,526       14 %
2020                                $ 3,620       34 %   $ 3,775       35 %   $ 1,164       11 %   $ 2,131       20 %




Our revenues from sales in the Americas increased by $970,000, or 27%, in the
nine months ended September 30, 2021, compared to the nine months ended
September 30, 2020, mainly due to an increase in Retail sales , partially offset
by a decrease of Petroleum segment sales.



Our revenues from sales in Europe decreased by $364,000, or 10%, in the nine
months ended September 30, 2021, compared to the nine months ended September 30,
2020, mainly due to a decrease in Retail sales.



Our revenues from sales in Africa decreased by $32,000, or 3%, in the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020, mainly due to a decrease in Petroleum segment sales.

Our revenues from sales in APAC decreased by $605,000, or 28%, in the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020, mainly due to a decrease in Retail sales.


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



                                       8





The following table sets forth our revenues by dollar amount (in thousands) and
as a percentage of revenues by segments, during the nine months ended September
30, 2021 and September 30, 2020:



Nine months ended September 30,          Retail             Petroleum
2021                                $ 8,976       84 %   $ 1,683       16 %
2020                                $ 8,655       81 %   $ 2,035       19 %




Our revenues from Retail in the nine months ended September 30, 2021 increased
by $320,000, or 4%, compared to the nine months ended September 30, 2020, mainly
attributed to an increase in Retail sales in Americas and an increase in Retail
SaaS, partially offset by a decrease in Retail sales in APAC and Europe.



Our revenues in the nine months ended September 30, 2021 from Petroleum decreased by $351,000, or 17%, compared to the nine months ended September 30, 2020, mainly due to a decrease in sales of Petroleum products in the Americas.

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, 2021 and September 30, 2020 were as follows
(dollar amounts in thousands):



                            Nine months ended
                              September 30,
                             2021         2020
Cost of sales             $    6,955     $ 6,213
Gross profit              $    3,704     $ 4,477
Gross margin percentage           35 %        42 %



Cost of sales. The increase of $742,000, or 12%, in the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020, resulted primarily from an increase in components costs due to a global components shortage as part of the impact of the COVID-19 pandemic, partially offset by a decrease that derives from changes in our revenue mix.





Gross margin. The decrease of gross margin percentage in the nine months ended
September 30, 2021, compared to the nine months ended September 30, 2020, is
mainly attributed to an increase of components costs due to a global components
shortage as part of the impact of the COVID-19 pandemic, partially offset by
changes in our revenue mix.



Operating expenses


Our operating expenses in the nine months ended September 30, 2021 and September 30, 2020 were as follows (in thousands):





                               Nine months ended
Operating expenses               September 30,
                                2021         2020
Research and development     $    2,684     $ 2,635
Selling and marketing        $    2,042     $ 2,348
General and administrative   $    2,245     $ 2,299
Total operating expenses     $    6,971     $ 7,282




                                       9





Research and development. The increase of $49,000, or 2%, in the nine months
ended September 30, 2021, compared to the nine months ended September 30, 2020,
is primarily attributed to recruitment of new employees, partially offset by a
decrease in subcontracting expenses.



Selling and marketing. The decrease of $306,000, or 13%, in the nine months
ended September 30, 2021, compared to the nine months ended September 30, 2020,
is primarily attributed to a decrease in employment expenses and professional
expenses.



General and administrative. The decrease of $54,000, or 2%, in the nine months
ended September 30, 2021, compared to the nine months ended September 30, 2020,
is primarily attributed to a decrease in employment expenses, partially offset
by an increase in professional expenses.



Financing expenses, net


Our financing expenses, net, in the nine months ended September 30, 2021 and September 30, 2020 were as follows (in thousands):





                                                                    Nine months ended
                                                                      September 30,
                                                                   2021             2020

Financial expenses derive from convertible short-term loan from shareholders

$     (2,398 )    $        -
Other financial expenses, net                                  $       (160

)    $       (5 )
Financing expenses, net                                        $     (2,558 )    $       (5 )
The increase in financing expenses, net, in the nine months ended September 30,
2021, compared to the nine months ended September 30, 2020, of $2.6 million, is
mainly due to non-cash financial expenses derived from the Loan, and to a lesser
degree from exchange rate differential.



Net loss from continuing operations

Our net loss from continuing operations in the nine months ended September 30, 2021 and September 30, 2020 was as follows (in thousands):





                                        Nine months ended
                                          September 30,
                                        2021          2020

Net loss from continuing operations $ (5,812 ) $ (2,819 )






The increase in net loss from continuing operations of $3.0 million, or 106%, in
the nine months ended September 30, 2021, compared to the nine months ended
September 30, 2020, is mainly due to an increase in non-cash financing expenses
relating to the Loan, and to a lesser degree due to a decrease in gross profit
that resulted primarily from an increase in components costs which derives from
a global components shortage as part of the impact of the COVID-19 pandemic,
partially offset by a decrease in operating expenses.



                                       10




Net loss from discontinued operations

Our net loss from discontinued operations in the nine months ended September 30, 2021 and September 30, 2020 was as follows (in thousands):





                                          Nine months ended
                                            September 30,
                                           2021          2020

Net loss from discontinued operations $ (1,586 ) $ (594 )






Our net loss from discontinued operations for the reporting periods are
presented in the statements of operations as discontinued operations separately
from continuing operations. The increase in the net loss from discontinued
operations of $1.0 million, or 167%, in the nine months ended September 30,
2021, compared to the nine months ended September 30, 2020, is mainly due to
classification in an amount of $746,000 of exchange differences on translation
from other comprehensive loss to net loss from discontinued operations due to
completion of sale of ASEC in the nine months ended on September 30, 2021, and
net expenses relating to the settlement of the litigation processes with Merwell
Inc. and SuperCom Ltd.



Net loss


Our net loss in the nine months ended September 30, 2021 and September 30, 2020 was as follows (in thousands):





             Nine months ended
               September 30,
             2021          2020
Net loss   $  (7,398 )   $ (3,413 )
The increase in net loss of $4.0 million, or 117%, in the nine months ended
September 30, 2021, compared to the nine months ended September 30, 2020, is
mainly due to an increase in non-cash financing expenses derived from the Loan,
an increase in loss from discontinued operations and to a lesser degree due to a
decrease in gross profit that resulted primarily from an increase in components
costs derived from a global components shortage as part of the impact of the
COVID-19 pandemic, partially offset by a decrease in operating expenses.



Liquidity and Capital Resources


Our principal sources of liquidity since our inception have been revenues,
proceeds from sales of equity securities, borrowings from banks, governments and
shareholders, including convertible loans, proceeds from the exercise of options
and warrants as well as proceeds from the divestiture of parts of our
businesses. We have had recurring losses and cash outflows from operating
activities. As of September 30, 2021, we had cash and cash equivalents of $1.3
million.



The situation in Poland resulting from the COVID-19 pandemic led to an almost
complete stop to our Mass Transit Ticketing sales business, which negatively
impacted our cash flow since March 2020. On April 21, 2021, we completed the
sale of our wholly owned Polish subsidiary, ASEC, including our Mass Transit
Ticketing activity. The consideration for the sale of ASEC was agreed to equal
$3 million, of which approximately $2.1 million was used to repay Polish bank
loans and was reduced by approximately $300,000 due to working capital
adjustments.



We raised additional funds and increased our cash, cash equivalents and
long-term investments in a gross amount of $3.3 million by closing a rights
offering, or the Rights Offering, on May, 19, 2021, under which we offered our
existing shareholders to purchase additional ordinary shares in consideration
for a lower exercise price than the quoted share price in the active market,
reflecting a bonus element that is somewhat similar to a stock dividend. The
Rights Offering was oversubscribed and generated $3.3 million in gross proceeds.
The issuance costs derived for the Rights Offering were approximately $128,000.
As part of the Rights Offering we issued an aggregate of 18,965,516 shares

for
$0.174 per share.



                                       11





On December 9, 2020, and January 2021, we entered into the Loan Agreement, with
the Lead Lender who is our controlling shareholder. The Loan Agreement was
amended on January 26, 2021, to allow for an additional lender to join the Lead
Lender and lend an additional $100,000 and provides that the Lead Lender and the
additional lender will extend us a loan in the aggregate amount of up to
$1,600,000, or the Loan Amount. The Loan Agreement, before it was amended, was
further described in the Current Report on Form 8-K filed by the Company on
December 15, 2020. The Loan Agreement provides, among other things, that the
Loan Amount and all accrued interest, or the Secured Amount, matures upon the
lapse of six months following the initial closing, i.e., on June 17, 2021, or
the Maturity Date, and will be payable in full on the Maturity Date, provided
that the maturity date can be extended, in respect of the Loan Amount, at the
sole option of the majority of the lenders. On June 17, 2021, the Lead Lender,
being the majority of the lenders, exercised its option to extend the maturity
date, and the parties entered into a notice of exercise of option and agreement,
or the Extension Agreement, according to which the maturity date was extended
until December 17, 2021, or the Extended Maturity Date, and the Extended
Maturity Period, as applicable. The Loan Amount has been bearing interest on all
outstanding principal at an interest rate of 8.0% per annum. The net amount of
interest on the Loan Amount accrued through June 17, 2021 was $54,849, or the
Interest Debt. Pursuant to the Extension Agreement, the interest rate will
automatically increase, effective as of the Maturity Date, to the rate of 10.0%
per annum, or the Extension Interest. Any payment of interest is subject to
withholding of taxes at source and the interest rates mentioned above are net of
such withholding. Under the Extension Agreement, it was agreed that the Interest
Debt shall be payable on the Extended Maturity Date, while until then it shall
be considered part of the Loan Amount and shall bear the Extension Interest
rate. In the event of a conversion of the Loan amount, the Interest Debt shall
convert into our ordinary shares at the conversion price of $0.174 per share,
and the remaining Secured Amount shall be converted at a price per share of
$0.124, as originally contemplated under the Loan Agreement. As of September 30,
2021, the Secured Amount was $1,702,455, out of which $102,455 were accrued
interest expenses.



Since the extension of the date of repayment of the Loan Amount from June 17,
2021 to the Extended Maturity Date, we have been working with the Lead Lender,
to either convert the Loan Amount to equity or further extend the repayment date
of the Loan Amount in order to continue to advance our goals and meet our
projections. We are still working through this matter, but given the proximity
to the Extended Maturity Date, we are uncertain regarding the likelihood of
achieving either of these two alternatives. We believe that if the Loan Amount
is paid in December without further fund raising or other increase our cash, we
will not have sufficient resources to enable us to continue our operations for a
period of at least the next 12 months. As a result, there is a substantial doubt
regarding our ability to continue as a going concern. We are attempting to raise
additional funds and to increase our cash by negotiating with the Lead Lender,
that would address our cash needs. While our management believes in our ability
to raise additional funds and increase our cash, there can be no assurances

to
that effect.



In connection with the outbreak of the COVID-19 pandemic, we have taken steps to
protect our workforce in Israel, the United States, Poland, South Africa and
elsewhere. Such steps have included working from home where possible, minimizing
face-to-face meetings, utilizing video conference as much as possible, social
distancing at facilities and elimination of most international travel. We
continue to comply with all local health directives.



We have continued to see an interest from new customers, potential customers and partners as they forecasted that the need for our products will grow, yet execution of closing is still slow due to the current business environment.





While interest from current and new customers is growing, which is reflected in
an increasing rate of orders, a global shortage in components, which caused an
increase in components' prices, freight cost and longer lead-times, has created
a delay in fulfilling customers' orders, which impacted our revenues and product
gross margin, mainly in the Retail segment. As a response to this business
environment, we encourage our customers to provide their forecast for their
demand and continue to maintain a comprehensive network of worldwide suppliers
in order to optimize our access to critical components. In addition, we recently
purchased an amount of such components to be used for sales later this year and
in the beginning of 2022. As long as the COVID-19 pandemic continues, the
components' lead-time may be longer than normal and the global shortage in
components may continue or get worse.



It is difficult to predict what other impacts the COVID-19 pandemic may have on us.

Operating activities related to continuing operations





For the nine months ended September 30, 2021, net cash used in continuing
operating activities was $5.4 million, primarily due to a $5.8 million net loss
from continuing operations, a $2.8 million increase in trade receivables, a
$750,000 increase in inventories, a $420,000 increase in other receivables and
prepaid expenses, a $110,000 change in accrued interest and linkage differences
and $13,000 of deferred tax benefits, net, partially offset by $2.4 million of
financial expenses derived from the Loan, a $1.7 million increase in trade
payables, $290,000 of depreciation and amortization, a $58,000 increase in other
current liabilities, $44,000 of expenses due to stock-based compensation issued
to employees and others, and a $17,000 change in accrued severance pay, net.



For the nine months ended September 30, 2020, net cash used in continuing
operating activities was $1.6 million, primarily due to a $2.8 million net loss
from continuing operations, a $432,000 million increase in trade payables, a
$305,000 decrease in other current liabilities, and a $102,000 change in accrued
interest and linkage differences, partially offset by a $1.1 million increase in
trade receivables, $314,000 of depreciation and amortization, a $306,000
decrease in other receivables and prepaid expenses, a $253,000 decrease in
inventories, net, $41,000 of expenses due to stock based compensation issued to
employees, net, a $21,000 change in accrued severance pay, net, and $9,000

of
deferred tax expenses,



                                       12




Operating activities related to discontinued operations

For the nine months ended September 30, 2021, net cash used in discontinued operating activities was $1.7 million, mainly related to a payment of $1.8 million to Merwell Inc., as part of a settlement agreement.

For the nine months ended September 30, 2020, net cash used in discontinued operating activities was $1.3 million, mainly related to the Mass Transit Ticketing operation that was managed by ASEC and to expenses derived from legal proceedings with Harel Insurance Company Ltd.

Investing and financing activities related to continuing operations

For the nine months ended September 30, 2021, net cash used in continuing investing activities was $206,000 of purchases of property and equipment and intangible assets.





For the nine months ended September 30, 2020, net cash provided by continuing
investing activities was $1.4 million, mainly due to a $1.7 million change in
short-term investments, net, partially offset by $336,000 of purchases of
property and equipment and intangible assets.



For the nine months ended September 30, 2021, net cash provided by continuing
financing activities was $3.7 million, mainly due to $3.2 million in proceeds
from issuance of shares as a result of the Rights Offering, net of issuance
costs, a $923,000 convertible short-term loan received from shareholders, net of
transaction expenses, and a $18,000 long-term loan received, partially offset by
a $406,000 decrease in short-term bank credit and loans, net, and a $4,000
repayment of long-term bank loans.



For the nine months ended September 30, 2020, net cash provided by continuing
financing activities was $1.4 million, mainly due to $1.4 million of proceeds
from issuance of shares, net of issuance costs, and a $70,000 increase in
short-term bank credit and loans, net, partially offset by a $8,000 of repayment
of long-term bank loans.


Investing and financing activities related to discontinued operations





For the nine months ended September 30, 2021, net cash provided by discontinued
investing activities was $2.9 million, mainly related to $1.6 million derived
from a settlement with SuperCom Ltd., including earn-out consideration, and $2.7
million consideration for the sale of ASEC, partially offset by cash and cash
equivalents as held by ASEC at the closing date of its sale.



For the nine months ended September 30, 2020, net cash used in discontinued investing activities was $658,000, related to the purchase of long-lived assets for the Mass Transit Ticketing operations.

For the nine months ended September 30, 2021, net cash used in discontinued financing activities was $380,000, related to repayment of short-term bank loan, for the Mass Transit Ticketing operations.





For the nine months ended September 30, 2020, net cash provided by discontinued
financing activities was $890,000, related to proceeds from long-term bank loan
for the Mass Transit Ticketing operations.

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