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 November 2004 RADA ELECTRONIC INDUSTRIES LIMITED (Name of Registrant) 7 Giborei Israel Street, Netanya 42504, 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 Company's Form F-3 Registration Statements File Nos. 333- 12074, 333-115598 and 333-117954. RADA ELECTRONIC INDUSTRIES LTD. 6-K Items 1. Press Release re RADA Electronic Industries Ltd. Q3 Financial Results - Steady Growth and Improved Margins dated November 1, 2004. ITEM 1 Press Release Source: Rada Electronic Industries Ltd RADA Electronic Industries Ltd. Q3 Financial Results - Steady Growth and Improved Margins Monday November 1, 6:15 am ET NETANYA, Israel, November 1 /PRNewswire-FirstCall/ -- RADA Electronic Industries Ltd. (Nasdaq SmallCap: RADIF - News) today reported its financial position and results of operations for the three month ended September 30, 2004. Third quarter 2004 revenues reached US$3.74 million an increase of 35% compared with U$2.77 million reported in the same period in 2003. Gross profit reached US$1.20 million in the third quarter of 2004, compared with US$640,000 in the third quarter of the last year. Gross margins reached 32.1% in the third quarter of 2004 compared with gross margins of 23.1% in the same period of 2003. Operating income reached US$455,000 in the third quarter of 2004, compared with an operating loss of US$34,000 in the same period last year. For the nine-month period ended September 30, 2004, the company reported $10.66 million in revenues, an increase of 46 percent compared to $7.32 million for the same period of 2003. Gross profit reached US$2.89 million, representing a gross margin of 27.1% in the nine-month period ended September 30, 2004 compared with US$1.56 million, representing a gross margin of 21.3% in the same period in 2003. Operating income reached US$762,000 in the nine-month period ended September 30, 2004 compared with an operating loss of US$422,000 in the same period of 2003. Financial expenses in the nine-month period ended September 30, 2004 were US$321,000 compared with a financial income of US$733,000 in the same period of 2003. Net income reached US$476,000, representing diluted net earnings per share of US$0.02 in the nine-month period ended September 30, 2004 compared with US$261,000, representing diluted net earnings per share of US$0.01 in the same period of 2003. "Our business has seen significant growth throughout 2004, with our financials showing improvements across the board. In particular, we are proud of our improving gross margins." said Adar Azancot, CEO of RADA. "We believe that our organic growth rate has stabilized at an annual rate of between 15-20%, above the industry average. Furthermore, we foresee additional growth due to acquisitions that we are currently looking into, as well as larger scale contracts that we are pursuing," concluded Azancot. Conference call The company will host a conference call to discuss these results today Monday, November 2 at 09:00 am EDT (16:00 Israel time). To participate, please call +1-866-860-9642 (U.S. toll free), or +972-3-918-0600 (International). The conference call also will be available for replay for two days starting 11:00am EDT on the day of the call, by calling +1-866-276-1002 (U.S.) or +972-3-925-5936 (International). About RADA RADA Electronic Industries Ltd. is an Israel based company involved in the military and commercial aerospace industries, with 90 staff. The company specializes in Avionics, Ground Debriefing Stations (Video, ACMI and Maintenance) and Automatic Test Equipment. Note: Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such risk uncertainties and other factors include, but are not limited to, changes in general economic conditions, risks in product and technology developments, market acceptance of new products and continuing product demand, level of competition and other factors described in the Company's Annual Reports on Form 20-F and other filings with the Securities and Exchange Commission. Contacts Company: Investor Relations: RADA Electronic Industries Ltd. Gelbart Kahana Elan Sigal - CFO Ehud Helft, Kenny Green Tel: +972-9-8921129 +1-866-704-6710 Elan_Sigal@rada.com Ehud@gk-biz.com, Kenny@gk-biz.com CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands, except share and per share data September December 30, 31, 2004 2003 ASSETS CURRENT ASSETS 8,699 5,262 LONG-TERM RECEIVABLES AND DEPOSITS 3,828 2,572 PROPERTY AND EQUIPMENT, NET 4,381 4,728 OTHER ASSETS, NET 1,843 1,987 Total assets 18,751 14,549 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES 7,041 7,978 LONG-TERM LIABILITIES 4,689 3,268 MINORITY INTERESTS 407 425 SHAREHOLDERS' EQUITY: Share capital Ordinary shares of NIS 0.005 par value - Authorized: 45,000,000 shares at September 30, 2004 and December 31, 2003; Issued and outstanding: 20,417,446 and 18,510,716 shares at September 30, 2004 and December 31, 2003, respectively 110 108 Additional paid-in capital 61,845 59,139 Warrants 1,957 1,405 Accumulated deficit (57,298) (57,774) Total shareholders' equity 6,614 2,878 Total liabilities and shareholders' equity 18,751 14,549 CONSOLIDATED STATEMENTS OF OPERATIONS U.S. dollars in thousands, except share and per share data Nine months Three months Year ended ended ended September 30, September 30, December 31, 2004 2003 2004 2003 2003 Revenues: Products 8,372 4,806 3,162 1,921 8,977 Services 2,286 2,515 578 853 3,338 10,658 7,321 3,740 2,774 12,315 Cost of revenues: Products 6,579 4,323 2,219 1,639 6,933 Services 1,192 1,439 319 495 2,659 7,771 5,762 2,538 2,134 9,592 Gross profit 2,887 1,559 1,202 640 2,723 Operating expenses: Marketing, selling, general and administrative expenses 2,125 1,981 747 674 2,698 Operating income (loss) 762 (422) 455 (34) 25 Financial income (expenses), net (321) 733* (149) 964 708 Other income (expenses), net 17 (79)* 7 (141) (2) 458 232 313 789 731 Minority interests in losses of subsidiary 18 29 - 22 27 Net income 476 261 313 811 758 Earnings per share: Basic net earnings per share $ 0.02 $ 0.01 $ 0.02 $ 0.04 $ 0.04 Diluted net earnings per share $ 0.02 $ 0.01 $ 0.01 $ 0.04 $ 0.04 * Reclassified STATEMENTS OF CHANGES IN SHARHOLDERS' EQUITY U.S. dollars in thousands, except share data Number of Additional Total Ordinary Share paid-in Accumulated share- shares capital capital Warrants deficit holders' equity Balance at January 1, 2003 18,510,716 108 58,785 124 (58,532) 485 Adjustment of accrual for issuance expenses - - 354 - - 354 Fair value of warrants issued in connection with settlement of debt, net * - - - 1,267 - 1,267 Fair value of warrants issued to suppliers - - - 14 - 14 Net income - - - - 758 758 Balance at December 31, 2003 18,510,716 108 59,139 1,405 (57,774) 2,878 Issuance of Ordinary shares, net ** 1,864,313 2 2,624 - - 2,626 Issuance of warrants - - - 552 - 552 Beneficial conversion feature on convertible note - - 53 - - 53 Exercise of options 42,417 - 29 - - 29 Net income - - - - 476 476 Balance at September 30, 2004 20,417,446 $ 110 $ 61,845 $ 1,957 $ (57,298) $ 6,614 o Net of issuance expenses of approximately $ 38 ended December 31, 2003. o Net of issuance expenses of approximately $ 95 ended September 30, 2004. 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. Rada Electronic Industries Ltd. (Registrant) By: /s/Herzle Bodinger ------------------ Herzle Bodinger, Chairman Date: November 1, 2004