SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- F O R M 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 AUGUST 2005 ELTEK LTD. (Name of Registrant) Sgoola Industrial Zone, Petach Tikva, Israel (Address of Principal Executive Office) 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 [_] 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 [_] NO [X] IF "YES" IS MARKED, INDICATE BELOW THE FILE NUMBER ASSIGNED TO THE REGISTRANT IN CONNECTION WITH RULE 12G3-2(B): 82- THIS FORM 6-K IS BEING INCORPORATED BY REFERENCE INTO THE REGISTRANT'S FORM S-8 REGISTRATION STATEMENTS FILE NOS. 333-12012 AND 333-123559. ELTEK LTD. 6-K ITEMS 1. Press release Eltek Reports 2Q05 Financial Results dated August 11, 2005. 2. Corrected press release Eltek Reports 2Q05 Financial Results dated August 11, 2005. ITEM 1 PRESS RELEASE Source: ELTEK Ltd. Contact: ELTEK Ltd. Amnon Shemer, CFO, +972-3-9395023 amnons@eltek.co.il ELTEK REPORTS 2Q05 FINANCIAL RESULTS Thursday August 11, 4:05 pm ET REVENUES RISE 25% YEAR-OVER-YEAR TO $7.4 MILLION 4TH CONSECUTIVE QUARTER OF YEAR-OVER-YEAR REVENUE GROWTH EXPECT TO MAINTAIN MOMENTUM DURING REMAINDER OF 2005 PETACH-TIKVA, Israel, August 11, 2005 - Eltek Ltd. (NASDAQ: ELTK), the leading Israeli manufacturer of advanced circuitry solutions, today announced financial results for the second quarter and six months ended June 30, 2005. SECOND QUARTER 2005 KEY FINANCIAL HIGHLIGHTS: o Fourth consecutive quarter of year - over - year revenue growth o Revenue increased by 25 % year - over - year o Third consecutive quarter of profitability o Quarterly net income of $101,000 or $0.02 per share o Further reduction in bank debt Eltek reported revenues for the three months ended June 30, 2005 of NIS 33.8 million ($7.4 million) compared with NIS 27.1 million ($5.9 million) during the second quarter of 2004, 25% increase. Net income for the second quarter totaled NIS 461,000 ($101,000), or NIS 0.11 per NIS 1 par value of shares (NIS 0.07 or $0.01 per share) compared with a net loss of NIS 4.3 million ($935,000), or NIS 1.03 per NIS 1 par value of shares (NIS 0.62 or $0.14 per share) for the same quarter in 2004. Revenues for the six-month period ended June 30, 2005, were NIS 68.2 million ($14.9 million) compared with revenues of NIS 57.4 million ($12.6 million) for the comparable period in 2004. Net income for the six-month period ended June 30, 2005 was NIS 1.3 million ($284,000), or NIS 0.16 per NIS 1 par value of shares (NIS 0.10 or $0.02 per share), compared with a net loss of NIS 6.8 million ($1.5 million) or NIS 1.64 per NIS 1 par value of shares (NIS 0.99 or $0.22 per share) for the same period in 2004. "With quarterly revenues up 25% percent, the second quarter of 2005 was our fourth consecutive quarter of year-over-year revenues growth. The continuing growth validates our business strategy of shifting the Company's product mix towards higher margin flex-rigid boards, while increasing our international operations and expanding our global customer base," said Arieh Reichart, President and Chief Executive Officer of Eltek. "Growing the Company on a consistent long - term basis, in conjunction with bringing it to a significant level of profitability, continues to be a top priority for Eltek's management," added Reichart. "I am very encouraged with our success in signing multi - quarter deals with both existing and new customers, enabling us to experience an increase in the contribution of new and follow - on orders pursuant to long - term projects. These transactions are positively impacting our overall corporate productivity and visibility." "Based on our improved revenue visibility in Europe and in the U.S., Eltek now expects to continue to achieve year - over - year revenue growth, and to reach the Company's highest quarterly levels since the first quarter of 2001, along with increased profitability in the third quarter of 2005" continued Reichart. " We also expect to maintain a positive momentum in the fourth quarter as well," he added. "We feel that the years of hard work and focus on the high-end PCB markets are clearly starting to fundamentally pay off." Amnon Shemer, CFO of Eltek commented: "In the second quarter of 2005 our gross margin improved to 18%, from 4% in 2004 and our operating income increased to $ 241,000 from an operating loss of $814,000 in the second quarter of 2004. In addition, during the quarter, the company received $463,000 from the exercise of stock options granted under our 2000 Stock Incentive Plan, thus further strengthening our cash position, and enabling us to continue to reduce our bank debt. As of June 30, 2005, long term bank debt declined by $1.6 million compared to June 30, 2004 and declined by $ 720,000 compared to December 31, 2004. In addition, our working capital deficiency improved by $ 1.1 million compared to December 31, 2004." About the Company Eltek is Israel's leading manufacturers of printed circuit boards, the core circuitry of most electronic devices. It specializes in the complex high-end of PCB manufacturing, i.e., HDI, multi-layered and flex-rigid boards. Eltek's technologically advanced circuitry solutions are used in today's increasingly sophisticated and compact electronic products. The Company has invested heavily in upgrading its production facilities over the past five years. For more information, visit Eltek's World Wide Web site at www.eltekglobal.com. CERTAIN MATTERS DISCUSSED IN THIS NEWS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO STATEMENTS REGARDING EXPECTED RESULTS IN FUTURE QUARTERS, RISKS IN PRODUCT AND TECHNOLOGY DEVELOPMENT AND RAPID TECHNOLOGICAL CHANGE, PRODUCT DEMAND, THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, MARKET ACCEPTANCE, THE SALES CYCLE, CHANGING ECONOMIC CONDITIONS AND OTHER RISK FACTORS DETAILED IN THE COMPANY'S FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. ELTEK LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) CONVENIENCE CONVENIENCE TRANSLATION TRANSLATION ------- ------- SIX MONTHS ENDED THREE MONTHS ENDED REPORTED AMOUNTS JUNE 30, JUNE 30, ---------------------------------- ---------------------------------- 2004 2005 2005 2004 2005 2005 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) NIS NIS U.S. $ NIS NIS U.S. $ ------- ------- ------- ------- ------- ------- Revenues 57,416 68,237 14,918 27,102 33,842 7,399 Costs of revenues (52,980)* (55,829) (12,206) (26,135)* (27,746) (6,066) ------- ------- ------- ------- ------- ------- GROSS PROFIT 4,436 12,408 2,712 967 6,096 1,333 Research and development, net - (351) (77) - (160) (35) Selling, general and administrative expenses (9,176) (9,205) (2,012) (4,547) (4,686) (1,025) Amortization of goodwill (294) (300) (66) (147) (148) (32) ------- ------- ------- ------- ------- ------- OPERATING INCOME (LOSS) (5,034) 2,552 557 (3,727) 1,102 241 Financial expenses, net (1,816) (1,380) (301) (664) (766) (167) ------- ------- ------- ------- ------- ------- INCOME (LOSS) BEFORE OTHER EXPENSES, NET (6,850) 1,172 256 (4,391) 336 74 Other expenses, net (29)* (24) (5) (12)* (13) (3) ------- ------- ------- ------- ------- ------- INCOME (LOSS) BEFORE TAXES ON INCOME (6,879) 1,148 251 (4,403) 323 71 Taxes on income - - - 55 - - ------- ------- ------- ------- ------- ------- INCOME (LOSS) AFTER TAXES ON INCOME (6,879) 1,148 251 (4,348) 323 71 Minority share in subsidiary's net results 38 152 33 69 138 30 ------- ------- ------- ------- ------- ------- NET INCOME (LOSS) FOR THE PERIOD (6,841) 1,300 284 (4,279) 461 101 ======= ======= ======= ======= ======= ======= BASIC AND DILUTED EARNINGS (LOSS) PER NIS 1 PAR VALUE OF THE SHARE CAPITAL** (1.64) 0.16 0.03 (1.03) 0.11 0.02 ======= ======= ======= ======= ======= ======= TOTAL PAR VALUE OF SHARES USED TO COMPUTE BASIC AND DILUTED EARNINGS (LOSS) PER NIS 1 PAR VALUE OF SHARE 4,131 4,197 4,197 4,131 4,197 4,197 ======= ======= ======= ======= ======= ======= * Reclassified ** Ordinary shares of a par value of NIS 0.6 each. ELTEK LTD. CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS) CONVENIENCE TRANSLATION ------- DECEMBER 31, JUNE 30, JUNE 30, ------- ------------------------- ------- 2004 2004 2005 2005 REPORTED AMOUNTS (AUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) NIS NIS NIS U.S. $ ------- ------- ------- ------- ASSETS CURRENT ASSETS Cash and cash equivalents 4,274 4,710 2,309 505 Receivables: Trade 23,835 18,786 25,249 5,520 Other 1,158 953 1,174 257 Inventories 13,633 13,004 13,788 3,014 Prepaid expenses 563 843 1,200 262 ------- ------- ------- ------- TOTAL CURRENT ASSETS 43,463 38,296 43,720 9,558 ------- ------- ------- ------- DEFERRED TAXES 753 - 708 155 ------- ------- ------- ------- PROPERTY AND EQUIPMENT, NET 31,569 37,201 27,155 5,937 ------- ------- ------- ------- GOODWILL 4,656 4,621 4,084 893 ------- ------- ------- ------- TOTAL ASSETS 80,441 80,118 75,667 16,543 ======= ======= ======= ======= LIABILITIES AND SHAREHOLDER'S EQUITY CURRENT LIABILITIES Short-term credit and current maturities of long-term debts 19,589 21,235 18,830 4,117 Trade payables 23,577 21,214 19,338 4,228 Other liabilities and accrued expenses 11,083 9,808 11,317 2,474 ------- ------- ------- ------- TOTAL CURRENT LIABILITIES 54,249 52,257 49,485 10,819 ------- ------- ------- ------- LONG- TERM LIABILITIES Long term debt, excluding current maturities 6,687 10,123 3,815 834 Employee severance benefits 1,048 988 1,131 247 ------- ------- ------- ------- TOTAL LIABILITIES 61,984 63,368 54,431 11,900 ------- ------- ------- ------- MINORITY INTERESTS 1,900 1,909 1,636 358 ------- ------- ------- ------- CONVERTIBLE NOTE 1,566 1,532 1,720 376 ------- ------- ------- ------- SHAREHOLDER'S EQUITY Ordinary shares, NIS 0.6 par value Authorized 50,000,000 shares, issued and outstanding 5,602,511 shares at June 30, 2005 and 5,491,711 shares at June 30, 2004 and at December 31, 2004 29,698 29,698 29,765 6,507 Additional paid in capital 52,500 52,500 54,553 11,927 Capital reserves related to loans from controlling shareholders 10,010 10,010 10,010 2,188 Cumulative foreign currency translation adjustments 2,574 1,878 2,043 447 Capital reserve 6,685 6,685 6,685 1,462 Accumulated deficit (86,476) (87,462) (85,176) (18,622) ------- ------- ------- ------- TOTAL SHAREHOLDER'S EQUITY 14,991 13,309 17,880 3,909 ------- ------- ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 80,441 80,118 75,667 16,543 ======= ======= ======= ======= ELTEK LTD. CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) THREE MONTHS ENDED CONVENIENCE ---------------------- TRANSLATION JUNE 30 JUNE 30 JUNE 30 REPORTED AMOUNTS 2004 2005 2005 ------ ------ ------ (UNAUDITED) (UNAUDITED) (UNAUDITED) NIS NIS U.S. $ ------ ------ ------ CASH FLOWS FROM OPERATING ACTVITIES Net income (loss) for the period (4,279) 461 101 ADJUSTMENT TO RECONCILE NET INCOME (LOSS) TO NET CASHFLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES: Depreciation 3,453 2,699 590 Loss from disposal of fixed - 13 3 assets Inflationary impact on long-term debts 8 375 82 Minority share in subsidiary's net results (69) (138) (30) Amortization of goodwill 147 148 32 Increase (decrease) in employee severance benefits, net (118) 52 11 Decrease (increase) in trade receivables 1,633 (649) (142) Decrease (increase) in other receivables and prepaid expenses 203 (347) (76) Decrease in trade payables (111) (2,024) (442) Increase (decrease) in other liabilities and accrued expenses 679 (769) (168) Accrued interest on convertible note 40 43 9 Decrease in inventories 137 85 19 ------ ------ ------ NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES 1,723 (51) (11) ------ ------ ------ CASH FLOWS FOR INVESTING ACTIVITIES: Purchase of fixed assets (391) (567) (124) ------ ------ ------ NET CASH USED FOR INVESTING ACTIVITIES (391) (567) (124) ------ ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in short-term credit 238 (181) (40) Repayment of long-term loans (1,236) (1,849) (404) Proceeds from exercise of stock options - 2,120 463 ------ ------ ------ NET CASH GENERATED BY (USED FOR) FINANCING ACTIVITIES (998) 90 19 ------ ------ ------ ADJUSTMENTS FROM TRANSLATION OF FINANCIAL STATEMENTS OF AUTONOMOUS UNITS (34) (36) (8) ------ ------ ------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 300 (564) (124) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,410 2,873 629 ------ ------ ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,710 2,309 505 ====== ====== ====== ELTEK LTD. CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) SIX MONTHS ENDED CONVENIENCE ----------------------- TRANSLATION JUNE 30 JUNE 30 JUNE 30 REPORTED AMOUNTS 2004 2005 2005 ------ ------ ------ (UNAUDITED) (UNAUDITED) (UNAUDITED) NIS NIS U.S. $ ------ ------ ------ CASH FLOWS FROM OPERATING ACTVITIES Net income (loss) for the period (6,841) 1,300 284 ADJUSTMENT TO RECONCILE NET INCOME (LOSS) TO NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: Depreciation 6,947 5,587 1,221 Loss from disposal of fixed assets - 24 5 Inflationary impact on long-term debts 384 446 98 Minority share in subsidiary's net results (38) (152) (33) Amortization of goodwill 294 300 66 Increase in employee severance benefit, net 49 88 19 Decrease (increase) in trade receivables 989 (1,519) (332) Decrease (increase) in other receivables and prepaid expenses 1,152 (670) (146) Decrease in trade payables (1,093) (4,179) (914) Increase in other liabilities and accrued expenses 1,268 384 84 Accrued interest on convertible note 75 82 18 Decrease (increase) in inventories 135 (257) (56) ------ ------ ------ NET CASH PROVIDED BY OPERATING ACTIVITIES 3,321 1,434 314 ------ ------ ------ CASH FLOWS FOR INVESTING ACTIVITIES: Purchase of fixed assets (821) (1,427) (312) ------ ------ ------ NET CASH USED FOR INVESTING ACTIVITIES (821) (1,427) (312) ------ ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in short-term credit 41 (211) (46) Repayment of long-term loans (2,171) (3,777) (826) Proceeds from exercise of stock options - 2,120 463 ------ ------ ------ NET CASH USED FOR FINANCING ACTIVITIES (2,130) (1,868) (409) ------ ------ ------ ADJUSTMENTS FROM TRANSLATION OF FINANCIAL STATEMENTS OF AUTONOMOUS UNITS (31) (104) (23) ------ ------ ------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 339 (1,965) (430) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,371 4,274 935 ------ ------ ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,710 2,309 505 ====== ====== ====== NON-CASH ACTIVITIES: Conversion of convertible note into additional paid in capital 879 - - ====== ====== ====== ITEM 2 CORRECTED PRESS RELEASE Source: ELTEK Ltd. Contact: ELTEK Ltd. Amnon Shemer, CFO, +972-3-9395023 amnons@eltek.co.il ELTEK REPORTS 2Q05 FINANCIAL RESULTS Thursday August 11 REVENUES RISE 25% YEAR-OVER-YEAR TO $7.4 MILLION 4TH CONSECUTIVE QUARTER OF YEAR-OVER-YEAR REVENUE GROWTH EXPECT TO MAINTAIN MOMENTUM DURING REMAINDER OF 2005 PETACH-TIKVA, Israel, August 11, 2005 - Eltek Ltd. (NASDAQ: ELTK), the leading Israeli manufacturer of advanced circuitry solutions, today announced financial results for the second quarter and six months ended June 30, 2005. SECOND QUARTER 2005 KEY FINANCIAL HIGHLIGHTS: o Fourth consecutive quarter of year - over - year revenue growth o Revenue increased by 25 % year - over - year o Third consecutive quarter of profitability o Quarterly net income of $101,000 or $0.01 per share o Further reduction in bank debt Eltek reported revenues for the three months ended June 30, 2005 of NIS 33.8 million ($7.4 million) compared with NIS 27.1 million ($5.9 million) during the second quarter of 2004, 25% increase. Net income for the second quarter totaled NIS 461,000 ($101,000), or NIS 0.11 per NIS 1 par value of shares (NIS 0.07 or $0.01 per share) compared with a net loss of NIS 4.3 million ($935,000), or NIS 1.03 per NIS 1 par value of shares (NIS 0.62 or $0.14 per share) for the same quarter in 2004. Revenues for the six-month period ended June 30, 2005, were NIS 68.2 million ($14.9 million) compared with revenues of NIS 57.4 million ($12.6 million) for the comparable period in 2004. Net income for the six-month period ended June 30, 2005 was NIS 1.3 million ($284,000), or NIS 0.16 per NIS 1 par value of shares (NIS 0.10 or $0.02 per share), compared with a net loss of NIS 6.8 million ($1.5 million) or NIS 1.64 per NIS 1 par value of shares (NIS 0.99 or $0.22 per share) for the same period in 2004. "With quarterly revenues up 25% percent, the second quarter of 2005 was our fourth consecutive quarter of year-over-year revenues growth. The continuing growth validates our business strategy of shifting the Company's product mix towards higher margin flex-rigid boards, while increasing our international operations and expanding our global customer base," said Arieh Reichart, President and Chief Executive Officer of Eltek. "Growing the Company on a consistent long - term basis, in conjunction with bringing it to a significant level of profitability, continues to be a top priority for Eltek's management," added Reichart. "I am very encouraged with our success in signing multi - quarter deals with both existing and new customers, enabling us to experience an increase in the contribution of new and follow - on orders pursuant to long - term projects. These transactions are positively impacting our overall corporate productivity and visibility." "Based on our improved revenue visibility in Europe and in the U.S., Eltek now expects to continue to achieve year - over - year revenue growth, and to reach the Company's highest quarterly levels since the first quarter of 2001, along with increased profitability in the third quarter of 2005" continued Reichart. " We also expect to maintain a positive momentum in the fourth quarter as well," he added. "We feel that the years of hard work and focus on the high-end PCB markets are clearly starting to fundamentally pay off." Amnon Shemer, CFO of Eltek commented: "In the second quarter of 2005 our gross margin improved to 18%, from 4% in 2004 and our operating income increased to $ 241,000 from an operating loss of $814,000 in the second quarter of 2004. In addition, during the quarter, the company received $463,000 from the exercise of stock options granted under our 2000 Stock Incentive Plan, thus further strengthening our cash position, and enabling us to continue to reduce our bank debt. As of June 30, 2005, long term bank debt declined by $1.6 million compared to June 30, 2004 and declined by $ 720,000 compared to December 31, 2004. In addition, our working capital deficiency improved by $ 1.1 million compared to December 31, 2004." About the Company Eltek is Israel's leading manufacturers of printed circuit boards, the core circuitry of most electronic devices. It specializes in the complex high-end of PCB manufacturing, i.e., HDI, multi-layered and flex-rigid boards. Eltek's technologically advanced circuitry solutions are used in today's increasingly sophisticated and compact electronic products. The Company has invested heavily in upgrading its production facilities over the past five years. For more information, visit Eltek's World Wide Web site at www.eltekglobal.com. CERTAIN MATTERS DISCUSSED IN THIS NEWS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO STATEMENTS REGARDING EXPECTED RESULTS IN FUTURE QUARTERS, RISKS IN PRODUCT AND TECHNOLOGY DEVELOPMENT AND RAPID TECHNOLOGICAL CHANGE, PRODUCT DEMAND, THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, MARKET ACCEPTANCE, THE SALES CYCLE, CHANGING ECONOMIC CONDITIONS AND OTHER RISK FACTORS DETAILED IN THE COMPANY'S FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. ELTEK LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) CONVENIENCE CONVENIENCE TRANSLATION TRANSLATION ------- ------- SIX MONTHS ENDED THREE MONTHS ENDED REPORTED AMOUNTS JUNE 30, JUNE 30, ---------------------------------- ---------------------------------- 2004 2005 2005 2004 2005 2005 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) NIS NIS U.S. $ NIS NIS U.S. $ ------- ------- ------- ------- ------- ------- Revenues 57,416 68,237 14,918 27,102 33,842 7,399 Costs of revenues (52,980)* (55,829) (12,206) (26,135)* (27,746) (6,066) ------- ------- ------- ------- ------- ------- GROSS PROFIT 4,436 12,408 2,712 967 6,096 1,333 Research and development, net - (351) (77) - (160) (35) Selling, general and administrative expenses (9,176) (9,205) (2,012) (4,547) (4,686) (1,025) Amortization of goodwill (294) (300) (66) (147) (148) (32) ------- ------- ------- ------- ------- ------- OPERATING INCOME (LOSS) (5,034) 2,552 557 (3,727) 1,102 241 Financial expenses, net (1,816) (1,380) (301) (664) (766) (167) ------- ------- ------- ------- ------- ------- INCOME (LOSS) BEFORE OTHER EXPENSES, NET (6,850) 1,172 256 (4,391) 336 74 Other expenses, net (29)* (24) (5) (12)* (13) (3) ------- ------- ------- ------- ------- ------- INCOME (LOSS) BEFORE TAXES ON INCOME (6,879) 1,148 251 (4,403) 323 71 Taxes on income - - - 55 - - ------- ------- ------- ------- ------- ------- INCOME (LOSS) AFTER TAXES ON INCOME (6,879) 1,148 251 (4,348) 323 71 Minority share in subsidiary's net results 38 152 33 69 138 30 ------- ------- ------- ------- ------- ------- NET INCOME (LOSS) FOR THE PERIOD (6,841) 1,300 284 (4,279) 461 101 ======= ======= ======= ======= ======= ======= BASIC AND DILUTED EARNINGS (LOSS) PER NIS 1 PAR VALUE OF THE SHARE CAPITAL** (1.64) 0.16 0.03 (1.03) 0.11 0.02 ======= ======= ======= ======= ======= ======= TOTAL PAR VALUE OF SHARES USED TO COMPUTE BASIC AND DILUTED EARNINGS (LOSS) PER NIS 1 PAR VALUE OF SHARE 4,131 4,197 4,197 4,131 4,197 4,197 ======= ======= ======= ======= ======= ======= * Reclassified ** Ordinary shares of a par value of NIS 0.6 each. ELTEK LTD. CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS) CONVENIENCE TRANSLATION ------- DECEMBER 31, JUNE 30, JUNE 30, ------- ------------------------- ------- 2004 2004 2005 2005 REPORTED AMOUNTS (AUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) NIS NIS NIS U.S. $ ------- ------- ------- ------- ASSETS CURRENT ASSETS Cash and cash equivalents 4,274 4,710 2,309 505 Receivables: Trade 23,835 18,786 25,249 5,520 Other 1,158 953 1,174 257 Inventories 13,633 13,004 13,788 3,014 Prepaid expenses 563 843 1,200 262 ------- ------- ------- ------- TOTAL CURRENT ASSETS 43,463 38,296 43,720 9,558 ------- ------- ------- ------- DEFERRED TAXES 753 - 708 155 ------- ------- ------- ------- PROPERTY AND EQUIPMENT, NET 31,569 37,201 27,155 5,937 ------- ------- ------- ------- GOODWILL 4,656 4,621 4,084 893 ------- ------- ------- ------- TOTAL ASSETS 80,441 80,118 75,667 16,543 ======= ======= ======= ======= LIABILITIES AND SHAREHOLDER'S EQUITY CURRENT LIABILITIES Short-term credit and current maturities of long-term debts 19,589 21,235 18,830 4,117 Trade payables 23,577 21,214 19,338 4,228 Other liabilities and accrued expenses 11,083 9,808 11,317 2,474 ------- ------- ------- ------- TOTAL CURRENT LIABILITIES 54,249 52,257 49,485 10,819 ------- ------- ------- ------- LONG- TERM LIABILITIES Long term debt, excluding current maturities 6,687 10,123 3,815 834 Employee severance benefits 1,048 988 1,131 247 ------- ------- ------- ------- TOTAL LIABILITIES 61,984 63,368 54,431 11,900 ------- ------- ------- ------- MINORITY INTERESTS 1,900 1,909 1,636 358 ------- ------- ------- ------- CONVERTIBLE NOTE 1,566 1,532 1,720 376 ------- ------- ------- ------- SHAREHOLDER'S EQUITY Ordinary shares, NIS 0.6 par value Authorized 50,000,000 shares, issued and outstanding 5,602,511 shares at June 30, 2005 and 5,491,711 shares at June 30, 2004 and at December 31, 2004 29,698 29,698 29,765 6,507 Additional paid in capital 52,500 52,500 54,553 11,927 Capital reserves related to loans from controlling shareholders 10,010 10,010 10,010 2,188 Cumulative foreign currency translation adjustments 2,574 1,878 2,043 447 Capital reserve 6,685 6,685 6,685 1,462 Accumulated deficit (86,476) (87,462) (85,176) (18,622) ------- ------- ------- ------- TOTAL SHAREHOLDER'S EQUITY 14,991 13,309 17,880 3,909 ------- ------- ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 80,441 80,118 75,667 16,543 ======= ======= ======= ======= ELTEK LTD. CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) THREE MONTHS ENDED CONVENIENCE ---------------------- TRANSLATION JUNE 30 JUNE 30 JUNE 30 REPORTED AMOUNTS 2004 2005 2005 ------ ------ ------ (UNAUDITED) (UNAUDITED) (UNAUDITED) NIS NIS U.S. $ ------ ------ ------ CASH FLOWS FROM OPERATING ACTVITIES Net income (loss) for the period (4,279) 461 101 ADJUSTMENT TO RECONCILE NET INCOME (LOSS) TO NET CASHFLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES: Depreciation 3,453 2,699 590 Loss from disposal of fixed - 13 3 assets Inflationary impact on long-term debts 8 375 82 Minority share in subsidiary's net results (69) (138) (30) Amortization of goodwill 147 148 32 Increase (decrease) in employee severance benefits, net (118) 52 11 Decrease (increase) in trade receivables 1,633 (649) (142) Decrease (increase) in other receivables and prepaid expenses 203 (347) (76) Decrease in trade payables (111) (2,024) (442) Increase (decrease) in other liabilities and accrued expenses 679 (769) (168) Accrued interest on convertible note 40 43 9 Decrease in inventories 137 85 19 ------ ------ ------ NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES 1,723 (51) (11) ------ ------ ------ CASH FLOWS FOR INVESTING ACTIVITIES: Purchase of fixed assets (391) (567) (124) ------ ------ ------ NET CASH USED FOR INVESTING ACTIVITIES (391) (567) (124) ------ ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in short-term credit 238 (181) (40) Repayment of long-term loans (1,236) (1,849) (404) Proceeds from exercise of stock options - 2,120 463 ------ ------ ------ NET CASH GENERATED BY (USED FOR) FINANCING ACTIVITIES (998) 90 19 ------ ------ ------ ADJUSTMENTS FROM TRANSLATION OF FINANCIAL STATEMENTS OF AUTONOMOUS UNITS (34) (36) (8) ------ ------ ------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 300 (564) (124) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,410 2,873 629 ------ ------ ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,710 2,309 505 ====== ====== ====== ELTEK LTD. CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) SIX MONTHS ENDED CONVENIENCE ----------------------- TRANSLATION JUNE 30 JUNE 30 JUNE 30 REPORTED AMOUNTS 2004 2005 2005 ------ ------ ------ (UNAUDITED) (UNAUDITED) (UNAUDITED) NIS NIS U.S. $ ------ ------ ------ CASH FLOWS FROM OPERATING ACTVITIES Net income (loss) for the period (6,841) 1,300 284 ADJUSTMENT TO RECONCILE NET INCOME (LOSS) TO NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: Depreciation 6,947 5,587 1,221 Loss from disposal of fixed assets - 24 5 Inflationary impact on long-term debts 384 446 98 Minority share in subsidiary's net results (38) (152) (33) Amortization of goodwill 294 300 66 Increase in employee severance benefit, net 49 88 19 Decrease (increase) in trade receivables 989 (1,519) (332) Decrease (increase) in other receivables and prepaid expenses 1,152 (670) (146) Decrease in trade payables (1,093) (4,179) (914) Increase in other liabilities and accrued expenses 1,268 384 84 Accrued interest on convertible note 75 82 18 Decrease (increase) in inventories 135 (257) (56) ------ ------ ------ NET CASH PROVIDED BY OPERATING ACTIVITIES 3,321 1,434 314 ------ ------ ------ CASH FLOWS FOR INVESTING ACTIVITIES: Purchase of fixed assets (821) (1,427) (312) ------ ------ ------ NET CASH USED FOR INVESTING ACTIVITIES (821) (1,427) (312) ------ ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in short-term credit 41 (211) (46) Repayment of long-term loans (2,171) (3,777) (826) Proceeds from exercise of stock options - 2,120 463 ------ ------ ------ NET CASH USED FOR FINANCING ACTIVITIES (2,130) (1,868) (409) ------ ------ ------ ADJUSTMENTS FROM TRANSLATION OF FINANCIAL STATEMENTS OF AUTONOMOUS UNITS (31) (104) (23) ------ ------ ------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 339 (1,965) (430) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,371 4,274 935 ------ ------ ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,710 2,309 505 ====== ====== ====== NON-CASH ACTIVITIES: Conversion of convertible note into additional paid in capital 879 - - ====== ====== ====== 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. ELTEK LTD. (Registrant) By: /s/ Arieh Reichart ------------------ Arieh Reichart President and Chief Executive Officer Date: August 11, 2005