UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
Commission file no. 001-32618
ITURAN LOCATION AND CONTROL LTD.
(Exact name of Registrant as specified in its charter and
translation of Registrant’s name into English)
Israel
(Jurisdiction of incorporation or organization)
3 Hashikma Street, Azour, Israel
(Address of principal executive offices)
Eli Kamer, Chief Financial Officer, 3 Hashikma Street, Azour, Israel, Tel: 972-3-5571314, Facsimile: 972-3-5571327
(Name, Telephone, E-mail and/or Facsimile number and Address of Company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Ordinary Shares, par value NIS 0.331/3 per share
Nasdaq Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period
covered by the annual report:
23,475,431 Ordinary Shares
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes No
If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the
preceding 12 months (or for shorter period that the registrant was required to submit and post such files).
Yes No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (check one):
Large Accelerated Filer
Accelerated Filer
Non-accelerated filer
Emerging growth company
If you are an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards† provided pursuant to Section 13(a) of the Exchange Act.
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to
its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant had used to prepare the financial statements included in this
filing:
U.S. GAAP
International Financial Reporting Standards as issued
by the International Accounting Standards Board
Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
Registrant has elected to follow:
Item 17 Item 18 ☐
If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes No ☒
[APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS]
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes No
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended December 31, 2017 originally filed with the
Securities and Exchange Commission on April 30, 2018 (the “2017 Form 20-F”), is being filed solely for the purposes of replacing the
opinion of Fahn Kanne Co. Grant Thornton Israel, independent registered public accountants, presented on page F-2 and F-3 of the
2017 Form 20-F with the correct version of the opinion, which was inadvertently omitted from the initial filing. Other than as
expressly set forth above, this Form 20-F/A does not, and does not purport to, amend or update the information in any other item of
the 2017 Form 20-F.
TABLE OF CONTENTS
USE OF CERTAIN TERMS ..................................................................................................................................................
FORWARD LOOKING STATEMENTS ...............................................................................................................................
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.........................................................................
ITEM 1.
OFFER STATISTICS AND EXPECTED TIMETABLE .........................................................................................................
ITEM 2.
KEY INFORMATION ...........................................................................................................................................................
ITEM 3.
SELECTED FINANCIAL DATA ...........................................................................................................................................
A.
CAPITALIZATION AND INDEBTEDNESS .........................................................................................................................
B.
REASONS FOR THE OFFER AND USE OF PROCEEDS ....................................................................................................
C.
RISK FACTORS ....................................................................................................................................................................
D.
INFORMATION ON THE COMPANY .................................................................................................................................
ITEM 4.
HISTORY AND DEVELOPMENT OF THE COMPANY ......................................................................................................
A.
BUSINESS OVERVIEW .......................................................................................................................................................
B.
ORGANIZATIONAL STRUCTURE......................................................................................................................................
C.
D.
PROPERTY, PLANTS AND EQUIPMENT ...........................................................................................................................
ITEM 4.A. UNRESOLVED STAFF COMMENTS ..................................................................................................................................
OPERATING AND FINANCIAL REVIEW AND PROSPECTS ............................................................................................
ITEM 5:
OPERATING RESULTS ........................................................................................................................................................
A.
LIQUIDITY AND CAPITAL RESOURCES ..........................................................................................................................
B.
RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES ......................................................................................
C.
TREND INFORMATION ......................................................................................................................................................
D.
OFF-BALANCE SHEET ARRANGEMENTS........................................................................................................................
E.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS .......................................................................................
F.
SAFE HARBOR ....................................................................................................................................................................
G.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ............................................................................................
ITEM 6.
DIRECTORS AND SENIOR MANAGEMENT.....................................................................................................................
A.
COMPENSATION ................................................................................................................................................................
B.
BOARD PRACTICES ...........................................................................................................................................................
C.
EMPLOYEES .......................................................................................................................................................................
D.
E.
SHARE OWNERSHIP ..........................................................................................................................................................
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ...........................................................................
MAJOR SHAREHOLDERS ..................................................................................................................................................
A.
RELATED PARTY TRANSACTIONS .................................................................................................................................
B.
INTERESTS OF EXPERTS AND COUNSEL .......................................................................................................................
C.
FINANCIAL INFORMATION ..............................................................................................................................................
ITEM 8.
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION ..............................................................
A.
SIGNIFICANT CHANGES ...................................................................................................................................................
B.
THE OFFER AND LISTING .................................................................................................................................................
ITEM 9.
OFFER AND LISTING DETAILS ........................................................................................................................................
A.
PLAN OF DISTRIBUTION...................................................................................................................................................
B.
MARKETS............................................................................................................................................................................
C.
SELLING SHAREHOLDERS ...............................................................................................................................................
D.
DILUTION............................................................................................................................................................................
E.
F.
EXPENSES OF THE ISSUE .................................................................................................................................................
ITEM 10. ADDITIONAL INFORMATION ...........................................................................................................................................
SHARE CAPITAL ................................................................................................................................................................
A.
MEMORANDUM AND ARTICLES OF ASSOCIATION .....................................................................................................
B.
MATERIAL CONTRACTS ...................................................................................................................................................
C.
EXCHANGE CONTROLS ....................................................................................................................................................
D.
TAXATION ..........................................................................................................................................................................
E.
DIVIDENDS AND PAYING AGENTS..................................................................................................................................
F.
STATEMENT BY EXPERTS ................................................................................................................................................
G.
DOCUMENTS ON DISPLAY................................................................................................................................................
H.
I.
SUBSIDIARY INFORMATION ............................................................................................................................................
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...........................................................
ITEM 12. DESCRIPTIONS OF SECURITIES OTHER THAN EQUITY SECURITIES .........................................................................
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ....................................................................................
ITEM 14.A MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ........................
ITEM 15. CONTROLS AND PROCEDURES ........................................................................................................................................
[RESERVED] ........................................................................................................................................................................
ITEM 16.
IV
IV
1
1
1
1
4
4
4
14
14
16
28
29
30
30
30
41
44
44
44
45
45
46
46
50
53
57
60
61
61
63
68
68
68
71
71
71
72
72
72
72
72
72
72
72
81
81
81
90
90
90
91
91
92
92
92
92
98
i
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT .......................................................................................................................
ITEM 16B. CODE OF ETHICS ................................................................................................................................................................
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES ..........................................................................................................
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.............................................................
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS .......................................
ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT ..........................................................................................
ITEM 16G. CORPORATE GOVERNANCE .............................................................................................................................................
ITEM 16H. MINE SAFETY DISCLOSURE .............................................................................................................................................
FINANCIAL STATEMENTS ................................................................................................................................................
ITEM 17.
ITEM 18.
FINANCIAL STATEMENTS ................................................................................................................................................
ITEM 19. EXHIBITS .............................................................................................................................................................................
98
98
98
99
99
99
99
99
99
100
100
ii
USE OF CERTAIN TERMS
As used herein, and unless the context suggests otherwise, the terms “we”, “us”, “our” or “Ituran” refer to Ituran Location and
Control Ltd. and its consolidated subsidiaries.
We have prepared our consolidated financial statements in US Dollars. Our consolidated financial statements were prepared in
accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All references herein to “dollars” or
“$”or “USD” are to United States dollars, and all references to “NIS” are to New Israeli Shekels.
FORWARD LOOKING STATEMENTS
This Annual Report on Form 20-F contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The use of the words “projects,” “believes,”
“expects,” “may,” “plans” or “intends,” or words of similar import, identifies a statement as “forward-looking.” The forward-
looking statements included herein are based on current expectations that involve a number of risks and uncertainties. These forward-
looking statements are based on the assumption that we will not lose a significant customer or customers or experience increased
fluctuations of demand or rescheduling of purchase orders, that our markets will continue to grow, that our products will remain
accepted within their respective markets and will not be replaced by new technology, that competitive conditions within our markets
will not change materially or adversely, that we will retain key technical and management personnel, that our forecasts will
accurately anticipate market demand, and that there will be no material adverse change in our operations or business. Assumptions
relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions,
and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.
In addition, our business and operations are subject to substantial risks which increase the uncertainty inherent in the forward-
looking statements. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion
of such information should not be regarded as a representation by us or any other person that our objectives or plans will be
achieved. Factors that could cause actual results to differ from our expectations or projections include the risks and uncertainties
described in this annual report in Item 3D: Risk Factors. Forward-looking statements speak only as of the date on which they are
made, and we undertake no obligation to update any forward-looking statements or other information contained in this report,
whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we
make in our reports on Form 6-K filed with the U.S. Securities and Exchange Commission (“SEC”).
iii
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
PART I
Not applicable.
ITEM 3.
KEY INFORMATION
A.
SELECTED FINANCIAL DATA
The selected consolidated financial data below is provided under generally accepted accounting principles in the U.S. (U.S.
GAAP). You should read the selected consolidated financial data presented in this Item together with Item 5 – Operating and
Financial Review and Prospects and with our consolidated financial statements included elsewhere in this annual report.
Our selected consolidated statements of income data for the years ended December 31, 2015, 2016 and 2017, and our
selected consolidated balance sheet data as of December 31, 2016 and 2017 have been derived from our consolidated financial
statements included elsewhere in this report. The selected consolidated statements of income data for each of the years ended
December 31, 2013 and 2014, and the selected consolidated balance sheet data as of December 31, 2013, 2014 and 2015, are derived
from our audited consolidated financial statements not included in this report.
1
Selected Financial Data Under U.S. GAAP:
Consolidated Statements of Income Data
2017
2016
Year Ended December 31,
2015
2014
In USD
In thousands, except per share amounts
2013
Revenues:
Location based services ....................................................................
Wireless communications products ...................................................
169,752
64,884
141,940
57,634
127,683
47,945
133,692
48,435
126,951
43,216
Total Revenues .................................................................................
234,636
199,574
175,628
182,127
170,167
Cost of Revenues:
Location based services ....................................................................
Wireless communication products .....................................................
56,572
58,680
48,916
48,627
46,823
38,924
46,852
38,142
44,850
36,015
Total cost of revenues ..........................................................................
115,252
97,543
85,747
84,994
80,865
Gross profit ......................................................................................
119,384
102,031
89,881
97,133
89,302
Research and development expenses .................................................
Selling and marketing expenses.........................................................
General and administrative expenses .................................................
Other expenses (income), net ............................................................
3,160
12,246
47,590
(147 )
2,895
10,074
40,228
836
2,401
9,303
37,801
(268 )
2,526
9,264
38,617
856
2,414
9,715
34,483
4,760
Operating Income .............................................................................
Other income (expenses), net ............................................................
Financing income (expenses), net .........................................................
56,535
-
(989 )
47,998
-
2,056
40,644
-
1,189
45,870
-
1,704
37,930
(166 )
238
Income before income tax ....................................................................
Income tax ...........................................................................................
Share in gains (losses) of affiliated companies, net................................
55,546
(17,705 )
8,520
50,054
(14,877 )
(449 )
41,833
(12,822 )
(2,439 )
47,574
(14,246 )
(421 )
38,002
(12,447 )
(1 )
Net income for the year ........................................................................
Less: net income attributable to non-controlling interest........................
46,361
(2,567 )
34,728
(2,589 )
26,572
(1,601 )
32,907
(2,478 )
25,554
(1,792 )
Net income attributable to Company stockholders ...........................
43,794
32,139
24,971
30,429
23,762
Earning per share
$
Basic ................................................................................................
$
Diluted .............................................................................................
2.09 $
2.09 $
1.53 $
1.53 $
1.19 $
1.19 $
1.45 $
1.45 $
1.13
1.13
Weighted average number of shares outstanding
Basic .............................................................................................
Diluted ..........................................................................................
20,968
20,968
20,968
20,968
20,968
20,968
20,968
20,968
20,968
20,968
2
Consolidated Balance Sheets Data
Cash & Cash Equivalent; deposit in escrow (short and long term) and
2017
Year Ended December 31,
2015
2014
2016
In USD
In thousands, except per share amounts
2013
46,679
investment in trading marketable securities ..........................................
Working Capital......................................................................................
57,259
Total Assets ............................................................................................ 215,159 178,019 142,003 152,337 160,542
65,057
69,848
Total Liabilities .......................................................................................
38,831
71,717
Retained Earnings ...................................................................................
90,918
Stockholders Equity ................................................................................ 125,790 102,229
0.81
0.86
Dividend declared per share ....................................................................
54,182
57,739
83,698
0.78
57,754
49,067
90,696
0.98
40,465
71,360
81,930
92,065
29,051
50,124
31,485
55,062
40,780
56,910
1.12
3
Other Data:
Subscribers of location-based services (1) .............................................
Average monthly churn rate .................................................................
3.2 %
2017
1,160,000
2016
1,057,000
Year Ended December 31,
2015
948,000
2014
817,000
2013
741,000
3.1 %
3.3 %
3 %
2.9 %
(1) number of subscribers are rounded to the nearest thousand.
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
Our business, operating results and financial condition could be seriously harmed due to any of the following risks, among
others. If we do not successfully address the risks to which we are subject, we could experience a material adverse effect on our
business, results of operations and financial condition and our share price may decline, which may result in a loss of all or part of
your investment. We cannot assure you that we will successfully address any of these risks. You should carefully consider the
following factors as well as the other information contained and incorporated by reference in this annual report before taking any
investment decision with respect to our securities. See “Forward Looking Statements” on page iv above.
RISKS RELATED TO OUR BUSINESS
Failure to maintain our existing relationships or establish new relationships with insurance companies could adversely
affect our revenues and growth potential.
Revenues from our stolen vehicle recovery services, which we refer to as SVR services, and automatic vehicle location products,
which we refer to as AVL products, are primarily dependent on our relationships with insurance companies. In Israel, insurance
companies drive demand for our SVR services and AVL products by encouraging and, in some cases, requiring customers to
subscribe to vehicle location services and purchase vehicle location products such as ours. In Brazil and Argentina, insurance
companies enter into written agreements to subscribe to our services and purchase or lease our products directly. Our inability to
maintain our existing relationships or establish new relationships with insurance companies could adversely affect our revenues and
growth potential.
4
Changes in practices of insurance companies in the markets in which we provide our SVR services and sell our AVL
products could adversely affect our revenues and growth potential.
We depend on the practices of insurance companies in the markets in which we provide our SVR services and sell our AVL
products. In Israel, insurance companies either mandate the use of SVR services and AVL products, or their equivalent, as a
prerequisite for providing insurance coverage to owners of certain medium- and high-end vehicles or provide insurance premium
discounts to encourage vehicle owners to subscribe to services and purchase products such as ours. In Brazil and Argentina, insurance
companies mainly lease our AVL products directly and subsequently require their customers to subscribe to our SVR services.
Therefore, we rely on insurance companies’ continued practice of:
accepting vehicle location and recovery technology as a preferred security product;
requiring or providing a premium discount for using location and recovery services and products;
mandating or encouraging use of our SVR services and AVL products, or similar services and products, for vehicles with the
same or similar threshold values and for the same or similar required duration of use; and
with respect to insurance companies in Brazil and Argentina, deciding to lease SVR services and AVL products from us directly.
If any of these policies or practices change, revenues from sales of our SVR services and AVL products could decline, which
could adversely affect our revenues and growth potential.
A reduction in vehicle theft rates may adversely impact demand for our SVR services and AVL products.
Demand for our SVR services and AVL products depends primarily on prevailing or expected vehicle theft rates. Vehicle theft
rates may decline as a result of various reasons, such as the availability of improved security systems, implementation of improved or
more effective law enforcement measures, or improved economic or political conditions in markets that have high theft rates. If
vehicle theft rates in any or all of our existing markets decline, or if insurance companies or our other customers believe that vehicle
theft rates have declined or are expected to decline, demand for our SVR services and AVL products may decline.
A decline in sales of new medium and high end cars and commercial vehicles in the markets in which we operate could
result in reduced demand for our SVR services and AVL products.
Our SVR services and AVL products are primarily used to protect medium- and high-end cars and commercial vehicles and are
often installed before or immediately after their initial sale. Consequently, a reduction in sales of new medium- and high-end vehicles
could reduce our addressable market for SVR services and AVL products. New vehicle sales may decline for various reasons,
including an increase in new vehicle tariffs, taxes or gas prices. A decline in vehicle production levels or labor disputes affecting the
automobile industry in the markets where we operate may also impact the volume of new vehicle sales. A decline in sales of new
medium- and high-end vehicles in the markets in which we provide our SVR services or sell our AVL products could result in reduced
demand for such services and products.
There is significant competition in the markets in which we offer our services and products and our results of operations
could be adversely affected if we fail to compete successfully.
The markets for our services and products are highly competitive. We compete primarily on the basis of the technological
innovation, quality and price of our services and products. Our most competitive market is the location-based services market and the
related AVL products market, due to the existence of a wide variety of competing services and products and alternative technologies
that offer various levels of protection and tracking capabilities, including global positioning systems, or GPS (although we also
provide services based on GPS/GPRS technology), satellite- or network-based cellular systems and direction-finding homing
technologies. Some of these competing services and products, such as certain GPS-based products, are installed in new cars by vehicle
manufacturers prior to their initial sale, which effectively precludes us from competing for such subscribers in the SVR market.
Furthermore, providers of competing services or products may extend their offerings to the locations in which we operate or new
competitors may enter the location-based services market. Our AVL products also compete with less sophisticated theft protection
devices such as standard car alarms, immobilizers, steering wheel locks and homing devices, some of which may be significantly
cheaper. Some of these competing products have greater brand recognition than our AVL products, including LoJack Corporation in
the United States.
5
The development of new or improved competitive products, systems or technologies that compete with our wireless
communications products may render our products less competitive or obsolete, which could cause a decline in our revenues
and profitability.
We are engaged in businesses characterized by rapid technological change and frequent new product developments and
enhancements. The number of companies developing and marketing new wireless communications products has expanded
considerably in recent years. The development of new or improved products, systems or technologies that compete with our wireless
communications products, for both our SVR and fleet management services, may render our products and services less competitive
and we may not be able to enhance our technology in a timely manner. In addition to the competition resulting from new products,
systems or technologies, our future product enhancements may not adequately meet the requirements of the marketplace and may not
achieve the broad market acceptance necessary to generate significant revenues. Any of the foregoing could cause a decline in our
revenues and profitability.
The inability of local law enforcement agencies to timely and effectively recover the stolen vehicles we locate could
negatively impact customers’ perception of the usefulness of our SVR services and AVL products, adversely affecting our
revenues.
Our AVL products identify the location of vehicles in which our products are installed. Following a notification of an
unauthorized entry, or if we receive notification of the vehicle’s theft from a subscriber, we notify the relevant law enforcement
agency of the location of the subscriber’s vehicle and generally rely on local law enforcement or governmental agencies to recover the
stolen vehicle. We cannot control nor predict the response time of the relevant local law enforcement or other governmental agencies
responsible for recovering stolen vehicles, nor that the stolen vehicles, once located, will be recovered at all. In the past, some stolen
vehicles in which our AVL products were installed were not recovered and the average stolen vehicle recovery time in the markets in
which we operate was 20 minutes from the time an unauthorized entry is confirmed or reported to the time the vehicle is recovered. To
the extent that the relevant agencies do not effectively and timely respond to our calls and recover stolen vehicles, our recovery rates
would likely diminish, which may, in turn, negatively impact customers’ perception of the usefulness of our SVR services and AVL
products, adversely affecting our revenues.
The ability to detect, deactivate, disable or otherwise inhibit the effectiveness of our AVL products could adversely affect
demand for such products and our revenues.
The effectiveness of our AVL products is dependent, in part, on the inability of unauthorized persons to deactivate or otherwise
alter the functioning of our AVL products or the vehicle anti-theft devices that work in conjunction with our AVL products. As sales
of our AVL products increase, criminals in the markets in which we operate may become increasingly aware of our AVL products and
may develop methods or technologies to detect, deactivate or disable our tracking devices or the vehicle anti-theft devices that work in
conjunction with our AVL products. We believe that, as is the case with any product intended to prevent vehicle theft, over time, there
may be an increased ability of unauthorized persons to detect, deactivate, disable or otherwise inhibit the effectiveness of our AVL
products, although it is difficult to verify this fact. An increase in the ability of unauthorized persons to detect, deactivate, disable or
otherwise inhibit the effectiveness of our AVL products could adversely affect demand for our products and our revenues.
6
We rely on some intellectual property that we license from third parties, the loss of which could preclude us from
providing our SVR services or market and sell some of our AVL products, which would adversely affect our revenues.
We license from third parties some of the technology that we need in order to provide our SVR services and market and sell some
of our AVL products. In the event that such licenses were to be terminated, or if such licenses were rendered unenforceable or invalid
and we would not be able to license similar technology from other parties, it would require us, at a minimum, to obtain rights to a
different technology and reconfigure our AVL products accordingly. In addition, some of the licenses we obtained from third parties
are non-exclusive, which may enable other entities to obtain identical licenses from such third parties to operate in the places in which
we conduct our business resulting in increased competition and could adversely affect our revenues.
We depend on proprietary technology and our failure to protect and enforce our intellectual property rights or our need
to defend against infringement claims could result in a significant increase in costs and decline in revenues.
Our business is dependent on the uninterrupted use of proprietary technology, both owned and licensed, from third parties. If we
fail to protect, enforce and maintain our intellectual property rights, we may not be able to compete and our business and operating
results could be negatively impacted. We seek to protect our intellectual property rights through a combination of patents, trademarks,
copyrights, trade secret laws, know-how, confidentiality procedures and licensing arrangements. Even with the intellectual property
protection currently in place, we may not be able to protect our technology from misappropriation or infringement and we may lose, or
the relevant owners may restrict or lose, our current rights of use of the technology that we license from such owners. Any of our
existing intellectual property rights may be invalidated, circumvented, challenged or rendered unenforceable. In addition, the laws of
some countries in which we operate or plan to operate, may not protect intellectual property rights to the same extent as the laws of
Israel or the United States, increasing the possibility of piracy of our technology and products. It may be necessary for us to litigate in
order to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others, which
litigation can be time consuming, distracting to management, expensive and difficult to predict.
It is possible that we have or will inadvertently violate the intellectual property rights of other parties and those other parties may
choose to assert infringement claims against us. If a court were to determine that our technology infringes on third parties’ intellectual
property, in addition to exposure to substantial damages, we could be required to expend considerable resources to modify our
products, to develop non-infringing technology or to obtain licenses to permit our continued use of the technology that is the subject
matter of the litigation.
Our failure to protect and enforce our intellectual property rights, or our need to defend against claims of infringement of
intellectual property rights of others or the loss of any such claims, could result in a significant increase in costs and decline in
revenues.
Our ability to sell our services and products depends upon the prior receipt and maintenance of various governmental
licenses and approvals and our failure to obtain or maintain such licenses and approvals, or third-party use of the same
licenses and frequencies, could result in a disruption or curtailment of our operations, a significant increase in costs and a
decline in revenues.
We are required to obtain specific licenses and approvals from various governmental authorities in order to conduct our
operations. For example, our AVL products use radio frequencies that are licensed and renewed periodically from the Ministry of
Communications in Israel and similar agencies worldwide. As we continue to expand into additional markets, we will be required to
obtain new permits and approvals from relevant governmental authorities. Furthermore, once our AVL infrastructure is deployed and
our AVL end-units are sold to subscribers, a change in radio frequencies would require us to recalibrate all of our antennas and replace
or modify all end-units held by subscribers, which would be costly and may result in delays in the provision of our SVR services. In
addition, some of the governmental licenses for radio frequencies that we currently use may be preempted by third parties. In Israel,
our license is designated as a “joint” license, allowing the government to grant third parties a license to use the same frequencies, and
in Brazil our license is designated as a “secondary”, non-exclusive license, which allows the government to grant a third party a
primary license to use such frequencies, which third-party use could adversely affect, disrupt or curtail our operations. Our inability to
maintain necessary governmental licenses and frequency approvals, or third-party use of or interference with the same licenses or
frequencies, could result in a significant increase in costs and decline in revenues.
7
Our SVR services business model is based on the existence of certain conditions, the loss or lack of which in existing or
potential markets could adversely affect our revenues generated in existing markets or our growth potential.
Our SVR services business model and, consequently, our ability to provide our SVR services and sell our AVL products, relies on
our ability to successfully identify markets in which:
the rate of car theft or consumer concern over vehicle safety is high;
satisfactory radio frequencies are available to us that allow us to operate our business in an uninterrupted manner; and
insurance companies or owners of cars believe that the value of cars justifies incurring the expense associated with the
deployment of SVR services.
The absence of such conditions, our inability to locate markets in which such conditions exist or the loss of any one of the above
conditions in markets we currently serve could adversely affect our revenues generated in existing markets or our growth potential.
Some of our agreements restrict our ability to expand into new markets with RF technology for our SVR services, which
could adversely affect our growth potential.
In 2008, we entered into an agreement with Telematics, pursuant to which Ituran and Telematics designated parts of the world as
their exclusive territories for selling their AVL products and SVR services using any RF location technology compatible to the RF
vehicle location systems. This agreement restricts our ability to expand our business and operations and sell our products and services
in certain markets, which could adversely affect our growth potential.
The loss of key personnel could adversely affect our business and prospects for growth.
Our success depends upon the efforts and abilities of key management personnel, including our President and our Co-Chief
Executive Officers. Loss of the services of one or more of such key personnel could adversely affect our ability to execute our
business plan. In addition, we believe that our future success depends in part upon our ability to attract, retain and motivate qualified
personnel necessary for the development of our business. If one or more members of our management team or other key technical
personnel become unable or unwilling to continue in their present positions, and if additional key personnel cannot be hired and
retained as needed, our business and prospects for growth could be adversely affected.
We rely on third parties to manufacture our wireless communications products, which could affect our ability to provide
such products in a timely and cost-effective manner, adversely impacting our revenues and profit margins.
We outsource the manufacturing of a significant part of our wireless communications products to third parties. We use one
manufacturer for production of a significant portion of our wireless communications products and we do not maintain significant
levels of inventories to support us in the event of an unexpected interruption in its manufacturing process. If our principal
manufacturer or any of our other manufacturers is unable to or fails to manufacture our products in a timely manner, we may not be
able to secure alternative manufacturing facilities without experiencing an interruption in the supply of our products or an increase in
production costs. Any such interruption or increase in production costs could affect our ability to provide our wireless
communications products in a timely and cost-effective manner, adversely impacting our revenues and profit margins.
8
We rely on Telematics Wireless Ltd. (previously owned by us) and ERM (our subsidiary)_to supply us with various
products and services. Each of these suppliers supply us with different type of products and services and act as single supplier
of such products and services. Termination of our agreement with Telematics in respect of such products and services could
adversely affect our revenues and operations.
Following the sale of our subsidiary, Telematics Wireless Ltd. in 2007 to a third party and the execution of a 10-year supply
agreement (with purchase orders to date are until the end of 2018 with Telematics as a result of such sale), we rely on Telematics as a
single supplier of some products and services. The supply agreement is automatically renewed for additional 12 months periods
(starting from January 1, 2018) unless either party notifies the other party with 30 business days prior written notice that the agreement
will not be so renewed. Termination of our relations with Telematics would adversely affect our operations and revenues. Risk from
ERM, our other major supplier is significantly smaller due to it being our subsidiary.
We depend on the use of specialized quality assurance testing equipment for the production of our wireless
communications products, the loss or unavailability of which could adversely affect our results of operations.
We and our third-party manufacturers use specialized quality assurance testing equipment in the production of our products. The
replacement of any such equipment as a result of its failure or loss could result in a disruption of our production process or an increase
in costs, which could adversely affect our results of operations.
The adoption of industry standards that do not incorporate the technology we use may decrease or eliminate the demand
for our services or products and could harm our results of operations.
There are no established industry standards in all of the businesses in which we sell our wireless communications products. For
example, vehicle location devices may operate by employing various technologies, including network triangulation, GPS, satellite-
based or network-based cellular or direction-finding homing systems. The development of industry standards that do not incorporate
the technology we use may decrease or eliminate the demand for our services or products and we may not be able to develop new
services and products that are in compliance with such new industry standards on a cost-effective basis. If industry standards develop
and such standards do not incorporate our wireless communications products and we are unable to effectively adapt to such new
standards, such development could harm our results of operations.
Expansion of our operations to new markets involves risks and our failure to manage such risks may delay or preclude
our ability to generate anticipated revenues and may impede our overall growth strategy.
We anticipate future growth to be attributable to our business activities in new markets, particularly in developing countries,
where we may encounter additional risks and challenges, such as longer payment cycles, potentially adverse tax consequences,
potential difficulties in collecting receivables and potential difficulties in enforcing agreements or other rights in foreign legal systems.
The challenges and risks of entering a new market may delay or preclude our ability to generate anticipated revenues and may impede
our overall growth strategy.
Part of our services rely on GPS/GPRS-based technology owned and controlled by others, the loss, impairment or
increased expense of which could negatively impact our immediate and future revenues from, or growth of, our services and
adversely affect our results of operations.
Part of our business relies on signals from GPS/GPRS satellites built and maintained by third parties. If GPS/GPRS satellites
become unavailable to us, or if the costs associated with using GPS/GPRS technology increase such that it is no longer feasible or
cost-effective for us to use such technology, we will not be able to adequately provide our fleet management services. In addition, if
one or more GPS/GPRS satellites malfunction, there could be a substantial delay before such satellites are repaired or replaced, if at
all. The occurrence of any of the foregoing events could negatively impact our immediate and future revenues from, or growth of, our
fleet management services and adversely affect our results of operations.
9
Material cyber security failure may harm our operations, which rely on use of information technology and wireless
transmission.
Our AVL and SVR services, relies on the use of information technology which under a major cyber security breach, could harm
our operations. We are using physical services, wireless transmitting stations, GPRS/GPS, and in lesser account cloud computing to
provide our services. There are risks associated with storing and transmitting data, which due to cyber security breach may be
corrupted, and the store data on remote servers may be destroyed, damaged, seized, or otherwise no longer accessible, which may
temporary decrease our ability to deliver AVL and SVR services.
We implemented cyber security controls – which consists of three pillars prevention, detection and response (data recovery in the
event of a cyber breach). We perform an ongoing review of our systems and an annual external review of our cyber security controls
and their implementation. However, such cyber security controls may not be able to prevent all unexpected weaknesses. In the event
of a cyber-attack, we could experience the corruption or loss of data, misappropriation of assets or sensitive information, including
customer information, or operational disruption. This could result in response costs and various financial loss, and may subject us to
litigation and cause damage to our reputation, for which we may not be covered under our current insurance policies and may lead to
substantial loss of revenues.
Some of our employees in our subsidiaries in Brazil and Argentina are members of labor unions and a dispute between us
and any such labor union could result in a labor strike that could delay or preclude altogether our ability to generate revenues
in the markets where such employees are located.
Some of our employees in our subsidiaries in Brazil and Argentina are members of labor unions. If a labor dispute were to
develop between us and our unionized employees, such employees could go on strike and we could suffer work stoppage for a
significant period of time. A labor dispute can be difficult to resolve and may require us to seek arbitration for resolution, which
arbitration can be time consuming, distracting to management, expensive and difficult to predict. The occurrence of a labor dispute
with our unionized employees could delay or preclude altogether our ability to generate revenues in the markets where such
employees are located.
We are subject to litigation that could result in significant costs to us.
On July 19, 2015, Ituran Location and Control Ltd. (the “Company”) received a purported class action lawsuit which was filed
against the Company in the District Court of Central Region in Tel-Aviv on July 13, 2015, by one plaintiff who is a subscriber of the
Company, alleging that the Company, which was declared a monopoly under the Israeli Restrictive Trade Practices Law, 1988,
unlawfully abused its power as a monopoly and discriminated between its customers. The lawsuit is yet to be approved as a class
action. The total amount claimed if the lawsuit is approved as a class action was estimated by the plaintiff to be approximately NIS
300 million (approximately USD 87 million). Based on an opinion of its legal counsels, the Company believes that the lawsuit lacks
substantiation, and that the Company has good defense arguments in respect of claims made by the plaintiff and that the chances that
the suit will not be approved as a class action lawsuit are higher than it will be approved. Initial court hearing will take place on June
2018. Notwithstanding the aforesaid, at this preliminary stage, the Company is unable to assess the lawsuit's chances of success. While
we cannot predict the outcome of this case, if we are not successful in defending our claim, we could be subject to significant costs,
adversely affecting our results of operations.
For additional information on this lawsuit and for information concerning additional litigation proceedings, please refer to Item
8.A – “Consolidated financial Statements and other Financial Information” under the caption “Material Legal Proceedings” below.
10
We have not obtained nor applied for several of the permits required for the operation of some of our base sites. To the
extent enforcement is sought, the breadth, quality and capacity of our network coverage could be materially affected.
The provision of our SVR services depends upon adequate network coverage for accurate tracking information. In Israel, we have
installed 103 base sites that provide complete communications coverage in Israel. Similarly, we have communications coverage in Sao
Paulo and Rio, Brazil and Buenos Aires, Argentina. The installation and operation of most of our base sites require building permits
from local or regional zoning authorities as well as a number of additional permits from governmental and regulatory authorities.
Currently most of our base sites in Israel and Brazil and some of our base sites in Argentina operate without local building
permits or the equivalent. Although relevant authorities in Israel, Brazil and Argentina have not historically enforced penalties for
non-compliance with certain permit regulations, following ongoing press coverage and actions by various public interest groups,
relevant Israeli and Argentine authorities have begun seeking enforcement of permit regulations, especially with respect to antennas
constructed for cellular phone operators. Some possible enforcement measures include the closure or demolition of existing base sites
or the imposition of limitation on erection of new base stations. Should these enforcement measures be imposed upon us in Israel or
Argentina, the extent, quality and capacity of our network coverage and, as a result, our ability to provide SVR services, may be
adversely affected. In Israel we are in process of achieving compliance with the regulation of our base stations, such process can take
several years.
Currency fluctuations may result in valuation adjustments in our assets and liabilities and could cause our results of
operations to decline.
The valuation of our assets and liabilities, our revenues received and the related expenses incurred are not always denominated in
the same currency. This lack of correlation between revenues and expenses exposes us to risks resulting from currency fluctuations.
These currency fluctuations could have an adverse effect on our results of operations, such currency fluctuations take place in
Argentina Brazil and Israel which affects our operation results in these countries. In addition, fluctuations in currencies may result in
valuation adjustments in our assets and liabilities which could cause our results of operations to decline.
RISKS RELATED TO OUR OPERATIONS IN ISRAEL
We are headquartered in Israel and therefore our results of operations may be adversely affected by political, economic
and military instability in Israel.
Our headquarters and sole research and development facilities are located in Israel and our key employees, officers and directors
are residents of Israel. Accordingly, security, political and economic conditions in Israel directly affect our business. Over the past
several decades, a number of armed conflicts have taken place between Israel and its Arab neighbors. During July-August 2014 and
November 2012, Israel was engaged in an armed conflict with a militant group and political party who control the Gaza Strip. These
conflicts involved missile strikes against civilian targets in various parts of Israel, including areas in which our employees and some of
our consultants are located, and negatively affected business conditions in Israel. Continued or increased hostilities, future armed
conflicts, political developments in other states in the region or continued or increased terrorism could make it more difficult for us to
conduct our operations in Israel, which could increase our costs and adversely affect our financial results.
Israel has experienced in recent years, unionized general strikes in connection with the legislation of new economic reforms. A
prolonged general strike in Israel would affect our ability to provide our wireless communications products that are manufactured in
Israel and would negatively impact our operations. Furthermore, there are a number of countries, primarily in the Middle East, that
still restrict business with Israel or Israeli companies and as a result our company is precluded from marketing its products in these
countries. Restrictive laws or policies directed toward Israel or Israeli businesses could have an adverse effect on our ability to grow
our business and our results of operations.
11
Under Israeli law, we are considered a “monopoly” and therefore subject to certain restrictions that may negatively
impact our ability to grow our business in Israel.
We have been declared a monopoly under the Israeli Restrictive Trade Practices Law, 1988 (the “Israeli Antitrust Law”), in the
market for the provision of systems for the location of vehicles. Under Israeli law, a monopoly is prohibited from taking certain
actions, such as predatory pricing and the provision of loyalty discounts, which prohibitions do not apply to other companies. The
Israeli antitrust authority may further declare that we have abused our position in the market. Any such declaration in any suit in
which it is claimed that we engage in anti-competitive conduct would serve as prima facie evidence that we are a monopoly or that we
have engaged in anti-competitive behavior. Furthermore, we may be ordered to take or refrain from taking certain actions, such as set
maximum prices, in order to protect against unfair competition. If we breach certain provisions of the Israeli Antitrust Law, including
as a monopoly, the Israeli antitrust authority may also impose on us in an administrative procedure, financial sanctions in an amount
of up to the lower of NIS 24.5 million (approximately US$7 million) or 8% of our annual revenues for the last financial year prior to
such breach. Restraints on our operations as a result of being considered a “monopoly” in Israel could adversely affect our ability to
grow our business in Israel.
It may be difficult and costly to enforce a judgment issued in the United States against us, our executive officers and
directors, or to assert United States securities laws claims in Israel or serve process on our officers and directors.
We are incorporated and headquartered in Israel. As a result, our executive officers and directors are non-residents of the United
States and a substantial portion of our assets and the assets of these persons are located outside of the United States. Therefore, service
of process upon any of these officers or directors may be difficult to effect in the United States. Furthermore, it may be difficult to
enforce a judgment issued against us in the United States or any of such persons in both United States courts and other courts abroad.
Additionally, there is doubt as to the enforceability of civil liabilities under United States federal securities laws in actions
originally instituted in Israel or in actions for the enforcement of a judgment obtained in the United States on the basis of civil
liabilities in Israel.
Provisions of Israeli corporate and tax law may delay, prevent or otherwise encumber a merger with, or an acquisition of,
our company, which could prevent a change of control, even when the terms of such transaction are favorable to us and our
shareholders.
We may be subject to Israeli corporate law which regulates mergers, requires tender offers for acquisitions of shares above
specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates
other matters that may be relevant to these types of transactions. In addition, our articles of association contain, among other things,
provisions that may make it more difficult to acquire our company, such as classified board provisions and certain restrictions on the
members of our board pursuant to regulatory requirements of the Israeli Ministry of Communication. Furthermore, Israeli tax
considerations may make potential transaction structures involving the acquisition of our company unappealing to us or to some of our
shareholders. See Item 10.B. – “Memorandum and Articles of Association” - “Our Corporate Practices under the Israeli Companies
Law” under the caption “Approval of Transactions under Israeli law” and Item 10.E. – “Taxation” under the caption “Israeli Tax
Considerations” for additional discussion of some anti-takeover effects of Israeli law. These provisions of Israeli law and our articles
of association may delay, prevent or otherwise encumber a merger with, or an acquisition of, our company or any of our assets, which
could have the effect of delaying or preventing a change in control of our company, even when the terms of such a transaction could
be favorable to our shareholders.
12
The rights and responsibilities of our shareholders will be governed by Israeli law and may differ in some respects from
the rights and responsibilities of shareholders under United States law.
We are incorporated under Israeli law. The rights and responsibilities of holders of our ordinary shares are governed by our
memorandum of association, articles of association and by Israeli law. These rights and responsibilities differ in some respects from
the rights and responsibilities of shareholders in typical US-based corporations. In particular, a shareholder of an Israeli company has
a duty to act in good faith toward the company and other shareholders and to refrain from abusing his, her or its power in the
company, including, among other things, in voting at the general meeting of shareholders on certain matters. Israeli corporate law has
undergone extensive revisions in the recent years and, as a result, there is little case law available to assist in understanding the
implications of these provisions that govern shareholders’ actions, which may be interpreted to impose additional obligations on
holders of our ordinary shares that are typically not imposed on shareholders of US-based corporations.
RISKS RELATED TO OUR ORDINARY SHARES AND THE ECONOMY
Future sales of our ordinary shares could reduce the market price of our ordinary shares.
If we or our shareholders sell substantial amounts of our ordinary shares on the Nasdaq Global Select Market, the market price of
our ordinary shares may decline.
The market price of our ordinary shares is subject to fluctuation, which could result in substantial losses for our investors.
The stock market in general, and the market price of our ordinary shares in particular, are subject to fluctuation, and changes in
our share price may be unrelated to our operating performance. The market price of our ordinary shares has fluctuated in the past, and
we expect it will continue to do so, as a result of a number of factors, including:
the gain or loss of significant orders or customers;
recruitment or departure of key personnel;
the announcement of new products or service enhancements by us or our competitors;
quarterly variations in our or our competitors' results of operations;
announcements related to litigation;
changes in earnings estimates, investors' perceptions, recommendations by securities analysts or our failure to achieve analysts'
earning estimates;
developments in our industry; and
general market conditions and other factors unrelated to our operating performance or the operating performance of our
competitors.
These factors and price fluctuations may materially and adversely affect the market price of our ordinary shares and result in
substantial losses to our investors.
Somewhat significant portion of our ordinary shares are held by a small number of existing shareholders and our articles
of association provide for a staggered board, which may hinder change of control.
Moked Ituran Ltd., currently beneficially owns approximately 19.44% of our outstanding ordinary shares (not including treasury
stock held by us). Other than applicable regulatory requirements under applicable law, Moked Ituran Ltd., is not prohibited from
selling a interest in our company to a third party. In addition, our articles of association provide for a staggered board which may
delay, prevent or deter a change in control. For additional information concerning our staggered board, see Item 6.A – Directors and
Senior Management. Another significant portion of our shares (10.86%) is beneficially owned by Vulcan Value Partners, LLC.
13
U.S. investors in our company could suffer adverse tax consequences if we are characterized as a passive foreign
investment company.
If, for any taxable year, our passive income or our assets that produce passive income exceed levels provided by law, we may be
characterized as a passive foreign investment company, which we refer to as PFIC, for US federal income tax purposes. This
characterization could result in adverse US tax consequences to our shareholders who are U.S. Holders. See Item 10.E. – “Taxation”
under the caption “United States Tax Considerations” below, for more information about which shareholders may qualify as U.S.
Holders. If we were classified as a PFIC, a U.S. Holder could be subject to increased tax liability upon the sale or other disposition of
our ordinary shares or upon the receipt of amounts treated as “excess distributions.” Under such rules, the excess distribution and any
gain would be allocated ratably over the U.S. Holder’s holding period for the ordinary shares and the amount allocated to the current
taxable year and any taxable year prior to the first taxable year in which we were a PFIC would be taxed as ordinary income. The
amount allocated to each of the other taxable years would be subject to tax at the highest marginal rate in effect for the applicable class
of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed on the resulting tax allocated to
such other taxable years. In addition, holders of shares in a PFIC may not receive a “step-up” in basis on shares acquired from a
decedent. U.S. shareholders should consult with their own U.S. tax advisors with respect to the United States tax consequences of
investing in our ordinary shares as well as the specific application of the “excess distribution” and other rules discussed in this
paragraph. For a discussion of how we might be characterized as a PFIC and related tax consequences, please see Item 10.E. –
“Taxation” under the caption “United States Tax Considerations–Passive foreign investment company considerations”.
Securities we issue to fund our operations or in connection with acquisitions could dilute our shareholders ownership or
impact the value of our ordinary shares.
We may decide to raise additional funds through a public or private debt or equity financing to fund our operations or finance
acquisitions. If we issue additional equity securities, the percentage of ownership of our shareholders will be reduced and the new
equity securities may have rights superior to those of our ordinary shares, which may, in turn, adversely affect the value of our
ordinary shares.
Global and local economic downturns could reduce the level of consumer spending and available credit within the
automobile industry, which could adversely affect demand for our products and services and negatively impact our financial
results.
Current and future economic conditions could adversely affect consumer spending in the automobile industry, as such spending is
often discretionary and may decline during economic downturns when consumers have less disposable income. Consequently,
changes in general economic conditions resulting in a significant decrease in dealer automobile sales or in a tightening of credit in
financial markets, such as the 2007 U.S. subprime mortgage crisis and resulting credit crunch, could adversely impact our future
revenue and earnings. Such decreases could also affect the financial security of the automobile dealers with whom we do business.
The delayed payment from or closure of our larger dealer groups could affect our ability to collect on our receivables. Similar effects
could result from local economic downturns in either one of our main markets of operations, i.e. Israel, Brazil and Argentina. Given
the volatile nature of the current market disruption, we may not timely anticipate or manage such existing or new risks. Our failure to
do so could materially and adversely affect our business, financial condition, results of operations and prospects.
ITEM 4.
INFORMATION ON THE COMPANY
A.
HISTORY AND DEVELOPMENT OF THE COMPANY
Our History
We are mainly engaged in the area of location-based services, consisting of stolen vehicle recovery, fleet management services
and other tracking services. We also provide wireless communication products used in connection with our location-based services
and various other applications. We currently primarily provide our services as well as sell and lease our products in Israel, Brazil,
Argentina and the United States.
14
Ituran was initially incorporated in February 1994 in Israel as a subsidiary of Tadiran Ltd., an Israeli-based designer and
manufacturer of telecommunications equipment, software and defense electronic systems, whose original business purpose was to
adapt military-grade technologies for the civilian market. In July 1995, Moked Ituran Ltd. purchased us and the assets used in
connection with our operations from Tadiran and Tadiran Public Offerings Ltd. The AVL infrastructure and AVL end-units for the
operation of our SVR services were originally developed by an independent division of Tadiran Communications and Systems Group.
These operations were later transferred to a Tadiran subsidiary, Tadiran Telematics Ltd. In November 1999, we purchased Tadiran
Telematics from Tadiran and in 2002, we changed its name to Telematics Wireless.
In May 1998, we completed the initial public offering of our ordinary shares in Israel and our ordinary shares began trading on the
Tel-Aviv Stock Exchange. In September 2005, we publicly offered our ordinary shares in the United States. On May 25, 2016 our
shares were delisted from the Tel Aviv stock exchange, and our ordinary shares are currently quoted only on Nasdaq under the symbol
“ITRN”. The address of our principal executive office is 3 Hashikma Street, Azour 58001, Israel. Our telephone number is 972-3-557-
1333. Our agent for service of process in the United States is Ituran USA Inc.1700 NW 64th ST. SUITE 100 Fort Lauderdale, Florida
33309.
In 2006 we acquired control of E.R.M. Electronic Systems Limited (“E.R.M”), a developer, manufacturer, and marketer of
innovative vehicle security, tracking, and management GSM based communication solutions for the international market. Since such
acquisition, we have been developing our fleet management services and products, which now constitute a material portion of our
operations.
In 2007, we purchased the entire issued share capital of Mapa Group from its shareholders for US$9.9 million. In addition, we
invested an additional sum of approximately US$3.1 million in Mapa Group, which was used by Mapa Group to repay shareholders’
loans. Mapa Group is a provider of geographic information (GIS) in Israel and owner of geographic information database for
navigation in Israel. On December 31, 2015, Mapa Internet (one the two Mapa Group members) was sold to a company not related to
us, for a total consideration of NIS 2.3million (approximately US$600,000).
In January 2008, we entered into a 10 year Frame Product and Service Purchase Agreement with Telematics, pursuant to which
the Company and Telematics shall purchase from each other certain products and services as detailed in the agreement for a price and
other conditions as detailed in the agreement. In addition, each of Ituran and Telematics undertook toward one another not to compete
in each other’s exclusive markets in the area of RF vehicle location and tracking RF technology or similar RF terrestrial location
systems and technology. The agreement is for a term of 10 years, following which it shall be renewed automatically for additional
consecutive 12 months periods, unless non-renewal notice is provided by one of the parties to the other. Pursuant to the agreement,
each of Telematics and Ituran granted the other party a license to use certain technology in connection with the products and services
purchased from each other, which license shall survive the termination or expiration of the agreement.
In 2010 we launched a new line of AVL products (IturanSave), which is based on our SMART products and tailored to be
installed in medium-end vehicles, a market which was not previously targeted by us, offering our customers an affordable tracking
device solution. This new line of products led to an increase in our sales since then.
In December 2013 we invested US$1.4 million in Bringg delivery technologies Ltd. (formerly Overvyoo Ltd.), an Israeli start-up
company developing solutions for the management of mobile/field workforce. According to the agreement with Bringg, we have
invested in January and July 2015 additional amounts of US$1.1 million and US$2 million, respectively. During the years 2015-2017,
additional investors not related to Ituran, invested amounts of approximately $23.8 million in Bringg, which reduced the percentage of
the shares held by Ituran in Bringg, from 45% as of June 30, 2015 to 41.18%, 38.96% and 26.88% (25% on a fully diluted basis) as of
December 31, 2015, 2016 and 2017 respectively. As a result of the reduction, we recorded gain from the dilution in the consolidated
statements of income for the respective years 2015, 2016 and 2017, under Share in gains (losses) of affiliated companies in the
amounts of approximately US$ 0.8 million, US$ 0.4 million and US$ 4.4 million, respectively.
15
In September 2015 one of the largest global road vehicles manufacturers (“Manufacturer”) has signed a four year agreement
(which may be extended by the manufacturer for additional 2 years) with us to offer Ituran's services in the Brazilian market. Ituran’s
services includes: vehicle security, personal safety, remote diagnostic, Web and App application and Concierge. The service was
launched through a joint venture with Road Track, called IRT (Ituran Road Track), which is 50% owned by Ituran. The agreement has
a long-term timeframe. On October 2015 the joint venture started to deliver the services for the first Car Model. The equipment for the
agreement is provided by another joint venture through a subsidiary in Uruguay which is also a joint venture with Road Track. This
subsidiary in Uruguay is held 50% by Ituran, called RTI (Road Track Ituran) Uruguay. During 2017, the joint ventures became
profitable, making the entire project increasingly accretive to Ituran.
In October 2017, a new joint venture with Road Track was established called Global Telematic Solutions HK (“HK”), which is
held 50% by Ituran. HK was established as a joint venture between Ituran and Road Track to provide automatic vehicle location
equipment.
On May 2016, our subsidiary in Argentina has signed a four year agreement with the same Manufacturer to offer telematics
services in the Argentinian market. Ituran's services includes: vehicle security, personal safety, remote diagnostic, Web and App
application and Concierge. The service is rendered through a joint venture in Argentina, called IRTA (Ituran Road Track Argentina),
which is 50% owned by Ituran. The agreement has a long-term timeframe. During 2017, the joint venture became profitable.
On February 24, 2017 we announced the launch of the DRIVE innovation center in Tel Aviv to promote the development of
cutting edge Smart Mobility technology. The initiative is sponsored by leading partners in the field including Mayer Cars and Trucks,
Hertz, Honda, Volvo Cars as well as Ituran. The innovation center is the first of its kind and will include a range of activities aimed at
providing assistance to start-ups and entrepreneurs. The center incorporates a startup accelerator, advanced prototyping labs and a co-
working space. DRIVE's partners will actively engage with the startups by providing expertise, optional investments, and prototyping
development lab opportunities that may evolve into further business relations.
On August 14, 2017 we announced on a new joint venture together with Lumax Auto Technologies Ltd part of Lumax DK Jain
Group, India. The new joint venture (“JV”) will provide us the opportunity to offer our services in the Indian market and to sale
telematics products & services to the Indian automotive industry.
The new JV company called Lumax Ituran Telematics Pvt Ltd. (“Telematics”). According to the JV agreement, Lumax Auto
Technologies will own 50% of the joint venture, and we will own the remaining 50%. The JV will tap into a large market, which
currently has low penetration of advanced telematics technology. The JV will sell our telematics products and services, adapted to the
Indian automotive industry. In commercial vehicles, Telematics will help in determining vehicle downtime, fleet monitoring to reduce
unauthorized use of vehicles and check driver behavior. The customer base will include OEMs, fleets, aftermarket, insurance
companies, state transports etc.
During 2017, we made two additional investments in two Israeli start-up companies (from mobile app development and visual
sectors), of about $ 1.3 million in total.
Capital Expenditures and Divestitures
We had capital expenditures of $16.3 million in 2017, $13.8 million in 2016, and $18.5 million in 2015. We have financed our
capital expenditures with cash generated from our operations.
Our capital expenditures in 2017, 2016 and 2015 consisted primarily of acquisition of operational equipment for $7.3 million,
$6.2 million and $13.3 million, respectively.
On December 31, 2015, Mapa Internet (one of the two Mapa Group members) was sold to a company not related to us, for a total
consideration of NIS 2.3 million (approximately US$600,000). For additional information concerning the sale of Mapa Internet, see
Item 4.A- “ History and Development of the Company” under the caption “Our history”. Except the sale of Mapa Internet, we didn’t
have any material capital divestitures during the last three fiscal years and until the date of this report.
B. BUSINESS OVERVIEW
Overview
We believe we are a leading provider of location-based services, consisting predominantly of stolen vehicle recovery, fleet
management services and other tracking services as well as connected car and UBI (usage base insurance). We also provide wireless
communications products used in connection with our location-based services. We currently primarily provide our services and sell
and lease our products in Israel, Brazil, Argentina and the United States. We utilize technologies that enable precise and secure high-
speed data transmission and analysis. Some of the technology underlying our products was originally developed for the Israeli
Defense Forces in order to locate downed pilots.
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We generate our revenues from subscription fees paid for our location-based services and from the sale and lease of our wireless
communications products.
We describe below the principal markets in which we compete. For a breakdown of total revenues by category of activity and
geographic market for each of the last three financial years, please see Item 5.A - Operating Results under the caption “Revenues”.
Location-Based Services
In 2017, 72.3% of our revenues were attributable to our location-based services. As of December 31, 2017, we primarily provided
our services in Israel, Brazil, Argentina and the United States to approximately 501,000, 438,000, 140,000 and 81,000 subscribers,
respectively.
Stolen vehicle recovery services
Our stolen vehicle recovery and tracking services, which we refer to as SVR services, enable us to locate, track and recover stolen
vehicles for our subscribers. Our customers include both individual vehicle owners who subscribe to our services directly and
insurance companies that either require their customers to install a security system or offer their customers financial incentives to
subscribe to SVR services such as ours. In certain countries, insurance companies directly subscribe to our SVR services and purchase
automatic vehicle location products supporting these SVR services from us on behalf of their customers.
Fleet management services
Our fleet management services enable corporate and individual customers to track and manage their vehicles in real time. Our
services improve appointment scheduling, route management and fleet usage tracking, thereby increasing efficiency and reducing
operating costs for our customers. We market and sell our services to a broad range of vehicle fleet operators and individual vehicle
owners in different geographic locations and industries. As of December 31, 2017, we provided our services to approximately 180,000
end-users through 38,000 corporate customers in Israel, Brazil, Argentina and the United States. We are currently exploring
collaborations with local entities in other regions of the world for the marketing of our fleet management services and products in such
regions. By the date of this report, we have a total of 10,000 end users which are spread in various countries (except Israel, Brazil, US
and Argentina).
Value-added services
The personal locator services that we offer allow customers to protect valuable merchandise and equipment. We currently provide
personal locator services in Israel, Brazil and Argentina. In addition, through a call center, we provide 24-hour on-demand navigation
guidance, information and assistance to our customers. Such services include the provision of traffic reports, help with directions and
information on the location gas stations, car repair shops, post offices, hospitals and other facilities. We offer our concierge services to
many of our subscribers in Israel, Argentina and Brazil.
Connect- at the end of 2016, we launched a new connected car service, based on the Android platform which provides access to
Android market applications (such as WAZE) and to various services from information derived from the car systems and remote
communications with the car service provider and/or manufacturer via the special manufacturer interface. Such services include
information on car service history, information on some car systems, distance communication with the car service provider in order to
detect malfunctions, and to provide pre-emptive car, treatment booking service appointments, and additional related operational, and
marketing services, as well as information analysis.
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Wireless Communications Products
In 2017 27.7% of our revenues were attributable to the sale of our wireless communications products. Our wireless
communications products employ short- and medium-range communication between two-way wireless modems and are used for
various applications, including automatic vehicle location, which we refer to as AVL.
Our AVL products enable the location and tracking of vehicles, as well as assets, and are used by us primarily to provide SVR
and fleet management services to our customers. Each subscriber to our SVR services has our AVL end-unit installed in his or her
vehicle. Subscribers to services for locating equipment and merchandise will use our SMART products. As part of our expansion into
additional markets, in 2006 we acquired control of E.R.M. Electronic Systems Limited (“ERM”), a developer, manufacturer, and
marketer of innovative vehicle security, tracking, and management GSM based communication solutions for the international market.
Subscribers to our fleet management services use E.R.M hardware and our proprietary software.
Industry Overview
While we believe that the statistical data, industry data forecasts and market research discussed below are reliable, we have not
independently verified the data, and we do not make any representation as to the accuracy of the information.
(a) Location-based services
Stolen vehicle recovery
The demand for vehicle security products and services is driven by vehicle theft rates, increasing security awareness among
customers and insurance companies’ efforts to reduce incidents of loss. In some of our markets, demand for SVR services has been
enhanced by incidents of carjacking and car-related kidnappings that have increased consumers' perceived crime risk. Additionally,
theft of trucks carrying valuable or hazardous cargo (e.g., microchips and chemicals) represents a threat to commercial, industrial,
public and personal safety and security.
A wide range of vehicle security products, with varying degrees of sophistication and pricing, are available to vehicle owners
today. These products can be divided roughly into two categories:
1) Traditional products, such as locks, alarms and traditional immobilizers. These devices are limited in their effectiveness as most
can be disarmed easily and typically require the driver to activate the device upon leaving the vehicle. Also, unmonitored alarms
that set off sirens are routinely ignored by people as the incidence of false alarms has been historically high. Furthermore, these
products can only help in preventing theft and not in recovering the vehicle once it is stolen.
2) More sophisticated products that include some form of remote monitoring and communication. This category can be further
separated into devices that simply provide information on the general direction of the vehicle and those that enable the location,
tracking and recovery of the vehicle in real time.
AVL technology is typically used to report stolen vehicles to police, provide real-time location and tracking information and
immobilize the vehicle if necessary. The application of AVL technology has proven to be effective in increasing the recovery rates of
stolen vehicles. As a result, many insurance companies in countries such as Israel, Brazil and Argentina either offer discounts between
10% and 20% on insurance premiums for vehicles equipped with AVL systems or require customers to install such AVL systems in
vehicles above a pre-determined value.
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Fleet management
The market for fleet management services ranges from very large fleets of thousands of vehicles to very small fleets of five
vehicles or less, with smaller fleets constituting a significant portion of the market given the large number of companies that maintain
a fleet today. Fleet management services allow fleet operators and individuals to locate, monitor and communicate with their vehicles
and employees in the field in real time. This helps them to better track loads, predict arrival times, schedule customer appointments,
reduce fuel usage and manage vehicles’ maintenance schedules. By increasing efficiency and reducing costs, fleet management can
provide a quantifiable return on investment for fleet operators, as well as improve customer satisfaction. In addition, fleet management
services can enhance driver security and can notify the fleet operator if a vehicle leaves a prescribed geographic region, reducing theft-
related liabilities.
A principal factor supporting fleet management industry growth is the presence of millions of vehicles that are in commercial
use but which are not yet equipped with fleet management systems.
(b) Wireless communications products
Automatic vehicle location
AVL is one of the many possible applications for wireless location technology and is an umbrella term used for
communication equipment and services that facilitate wireless tracking of vehicles, as well as assets and persons.
Typical AVL applications include:
Security
Vehicle tracking
Driver Behavior and Accident Notification Parcel tracking
Personal tracking
Asset tracking
Transportation
Fleet management
Public transit
Telecommunication services
Maintenance vehicle tracking
Government
Government vehicle tracking
Currently, the main underlying technologies available for wireless location and tracking in the AVL industry are terrestrial
network triangulation, GPS (in combination with wireless communication), network-based cellular communication and radio
frequency-based homing.
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■
■
Terrestrial network triangulation uses the wireless signals transmitted by an end-unit in the vehicle and received by a network
of land-based wireless antennas (base stations) installed in the relevant coverage region in order to determine the precise
location of the transmitter.
GPS-based systems utilize specially designed GPS devices in the vehicle that receive data from three or more satellites in
order to determine the location of the device. Once located, GPS-based systems require a cellular or another wireless network
to communicate with a remote control center.
Network-based cellular systems utilize signals between the wireless device and the cellular operator’s network of land-based
antennas in order to triangulate the location of the relevant device. These systems require two-way communication between
the device and antennas and, therefore, both a transmitter and receiver need to be installed in the vehicle.
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■
RF-based homing systems utilize direction-finding technology based on a tracking signal transmitted by the end-unit in the
vehicle, which is activated by a unique radio signal from the tracking unit once the vehicle is reported stolen.
Our Services and Products
Location-based services
Stolen vehicle recovery
Our stolen vehicle recovery system is based on three main components: an AVL end-unit that is installed in the vehicle, a
network of base stations and a 24-hour manned control center. Once the control center receives indication of an unauthorized entry
into a vehicle equipped with our AVL end-unit, our operators decide whether it is a false alarm or an actual unauthorized entry. If it is
determined to be an unauthorized entry, or if a notification of the vehicle’s theft is received directly from the vehicle operator, our
operators transmit a signal that activates the transmitter installed in the vehicle. We then pinpoint the location of the transmitter with
terrestrial network triangulation technology or GPRS technology and notify the relevant law enforcement agency. In Israel, Brazil and
Argentina, we also maintain private enforcement units, which work together with local police to recover the vehicle. In addition, we
have the capability to immobilize vehicles remotely from our control centers.
Fleet management
We offer our customers the ability to use a comprehensive application for fleet management both by using an Internet site
and workstations. Our system allows our customers 24-hour access to information on their fleets through our active control center and
we are able to tailor our system to our customers’ specific needs.
Our solutions allow our subscribers to effectively manage and control their fleet, and thereby to reduce their operating costs,
optimize work hours and appointment scheduling and improve their services and operations. Our system includes the following
features:
•
•
•
•
•
•
•
•
•
the ability to locate the fleet’s vehicles;
continuous data communication with the fleet’s vehicles;
real-time vehicle status indicators: speed, distance driven, direction of travel, driver name, motion start/stop, engine
start/stop, speeding, diagnostic alerts, driver behavior and more;
recording of determined events and analysis of data over time to improve driving and vehicle use;
remote monitoring and processing of data, such as temperature control in refrigerated or chilled compartments, time
stamp, tire pressure and heat and other complementary data;
connection to standard organization systems;
accident notification;
driver’s behavior; and
task management optimization.
Value-added services
Locator services. Our services allow consumers to protect valuable merchandise and equipment. We provide our locator
services in Israel, Brazil and Argentina.
Concierge services. Through a call center, we provide 24-hour on-demand navigation guidance, information and assistance to
our customers. Such services include the provision of traffic reports, help with directions and information on the location of gas
stations, car repair shops, post offices, hospitals and other facilities. We provide our concierge services to subscribers mainly in Israel.
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Connect. towards the end of 2016, we have launched a new service called, “Connect”. For additional information on the new
service, see Item 4.B. – “ Information on the Company “ - “Business Overview” under the caption “Location-Based Services”
Wireless communications products
Our wireless communications products are used for various applications in the AVL markets and primarily in connection
with our location-based services described above.
Our AVL products enable the location and tracking of vehicles, as well as assets or persons, and are primarily used by us in
providing our SVR and fleet management services. Each subscriber to our SVR services has one of our end-units installed in his or her
vehicle. Subscribers to services for locating persons or valuables will use our SMART products. Our key wireless communications
products for AVL applications include:
■
■
■
■
Base Site: a radio receiver, which includes a processor and a data computation unit to collect and send data to and from
transponders and send that data to control centers as part of the terrestrial infrastructure of the location system;
Control Center: a center consisting of software used to collect data from various base sites, conduct location calculations
and transmit location data to various customers and law enforcement agencies;
GPS/GPRS-based products: navigation and tracking devices installed in vehicles; and
SMART: a portable transmitter installed in vehicles (including motorcycles) that sends a signal to the base site, enabling the
location of vehicles, equipment or an individual;
Geographical Information
The following table lists the key services and products that we currently sell or lease in different regions of the world:
Country
Israel
Brazil
Argentina
United States
Services offered
SVR
Fleet Management
Value-added services
SVR
Fleet Management
Value-added services
SVR
Fleet Management
SVR
Fleet Management
Value-added services
Asset protection to Auto Lenders
Products sold
AVL
AVL
AVL
AVL
In each of the above countries we maintain a control center, which is operated 24 hours a day, 365 days a year. The following is a
short description of key operating statistics about our location-based services in the countries in which we operate:
■
Israel: We commenced operations in Israel in 1995 and we had approximately 501,000 subscribers as of December 31, 2017.
We maintain 103 base stations in Israel, which provide complete coverage within the country. We also operate throughout
Israel in providing fleet management services through GPS/GPRS based products and services.
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■
■
■
Brazil: We commenced operations in Brazil in 2000 and we had approximately 438,000 subscribers as of December 31,
2017. We currently provide RF based products and services only in the metropolitan areas of Sao Paulo, Campinas,
Americans and Rio de Janeiro, where we maintain 145 base stations; however we operate throughout Brazil in providing
GPS/GPRS based products and services.
Argentina: We commenced operations in Argentina in 2002 and we had approximately 140,000 subscribers as of December
31, 2017. We currently provide RF based products and services only in the metropolitan area of Buenos Aires, where we
maintain 44 base sites; however, we also operate throughout Argentina in providing GPS/GPRS based products and services
for fleet management.
United States: We commenced operations in the United States in 2000. We provide GPS/GPRS products and services
throughout the United States. As of December 31, 2017, we had approximately 81,000 subscribers for our location-based
services in the United States.
Customers, Marketing and Sales
We market and sell our products and services to a broad range of customers that vary in size, geographic location and
industry. In 2015 ,2016 and 2017 no single customer or group of related customers comprised more than 10% of our total annual
revenues.
Our selling and marketing objective is to achieve broad market penetration through targeted marketing and sales activities.
As of December 31, 2017, our selling and marketing team consisted of 104 employees.
(A) Location-based services
Stolen vehicle recovery
Our marketing and sales efforts are principally focused on five target groups: insurance companies and agents, car
manufacturers, dealers and importers, cooperative sales channels (mostly vehicle fleet operators and owners) and private subscribers.
We maintain marketing and sales departments in each geographical market in which we operate. Each department is
responsible for maintaining our relationships with our principal target groups. These responsibilities also include advertising and
branding, sales promotions and sweepstakes.
In Israel, Brazil and Argentina, we focus our marketing efforts on insurance companies and private customers. In Brazil, our
primary focus has shifted to the retail market during recent years. In the United States, we believe that insurance companies do not
constitute a material influence in the marketing of SVR services or AVL products. Most of our sales in the United States are made
through car dealerships and dealers for new or used cars. Our customers in the SVR market include insurance companies as well as
individual vehicle owners. As of December 31, 2017, we had a total of approximately 1,160,000 subscribers for our SVR services.
Fleet management
Vehicle fleet management systems are primarily marketed through vehicle fleets’ departments, which form a part of our
regional marketing departments. We conduct in-depth research to identify companies that will gain efficiency and cost savings
through the implementation of our products and services and conduct targeted marketing campaigns to these companies. In addition,
we participate in professional conventions and advertise in professional publications and journals designed for our target customers.
Our customers in the fleet management market include small-, mid- and large-size enterprises and individuals. As of December 31,
2017, we provided our services to approximately180,000 end users through 38,000 corporate customers and individuals in Israel,
Brazil, Argentina and the United States. We are currently exploring collaborations with local entities in other regions of the world for
the marketing of our fleet management services and products in such regions. By the date of this report, we have a total of 10,000 end
users which are spread in various countries (except Israel, Brazil, US and Argentina).
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Value-added services
Our concierge services are provided to existing SVR customers. A few thousands SMART devices were installed in valuable
merchandise and equipment.
(B) Wireless communications products
Our AVL end-units are primarily used by us in providing our location-based services, including fleet management and value-
added services, in Israel, Brazil, Argentina and the United States.
Competition
We face strong competition for our services and products in each market in which we operate. We compete primarily on
technology edge, functionality, ease of use, quality, price, service availability, geographic coverage, track record of recovery rates and
response times and financial strength.
(A) Location-based services
We compete with a variety of companies in each of our markets. The three major technologies utilized by our competitors are
GPS/cellular, network-based cellular and radio frequency-based homing systems. In addition, new competitors utilizing other
technologies may continue to enter the market.
Stolen vehicle recovery
■
■
■
■
Israel. Our primary competitors in Israel are Pointer and Skylock Ltd.
Brazil. Brazil is a highly fragmented market with many companies selling competing products and services (including
immobilizers and other less-sophisticated vehicle security systems). Our main competitors in Brazil are Sascar, Zatix and
AutoTrack.
Argentina. Argentina is also a highly fragmented market with many companies selling competing products and services
(including immobilizers and other less-sophisticated vehicle security systems). Our main competitors in Argentina are
LoJack Corporation and Megatrans S.A..
United States. In the United States, there are several major companies offering various theft protection and recovery
products that compete with our product and service offerings, including LoJack Corporation, OnStar Corporation, Spireon
(which also includes SysLocate and GoldStar), PassTime, Guide Point, Sky Patrol, Sky Guard, I-Metrik SVR and Position
Plus.
We believe that we are a leading provider of location-based services in Israel, as we are deemed a monopoly in this field;
however, we are unable to provide specific market share information in the markets of our operations for various reasons,
including the broad range of services and products that compete in these markets, the non-existence of trade publications with
respect to the products and services we offer in such markets and the lack of meaningful or accurate market research or data
available to us.
Fleet Management
The vehicle fleet management market is highly fragmented with many corporations offering location products and services.
Our major competitors in Israel are Pointer, ISR, Traffilog and Skylock; our major competitors in the United States are GPS Insight,
Trimble, Network Fleet, Street Eagle, FleetMatics, Navtrack, Teletrac, Trim Track, FleetBoss, PassTime and Spireon; our major
competitors in Brazil are Sascar, Zatix and AutoTrack; and our major competitors in Argentina are LoJack Corporation, Megatrans
SA., G4S, Sitrac S.A., American Tracer, Ubicar S.A. and Sky Cop. and Prosegur.
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(B) Wireless communications products
Our AVL system for automatic vehicle location is based on terrestrial network triangulation technology and primarily
competes with companies that use one of three main technologies: GPS/GPRS (in combination with wireless communication),
network-based cellular communication and radio frequency-based homing.
Although AVL products based on GPS, network-based cellular and homing technologies do not require the construction of a
separate infrastructure of base stations as with terrestrial network triangulation systems such as ours, such solutions have certain
drawbacks. GPS receivers require line of sight to at least three satellites, which reduces their effectiveness in areas where the satellite
signals are subject to interference and “noise” (such as urban areas, buildings or parking garages, forests and other enclosed or
underground spaces). GPS and network-based cellular systems are also prone to jamming since the tracking signal receivers are
located in the vehicle and can be easily tampered with. In addition, the satellites utilized by GPS devices are managed by the United
States Department of Defense and can be subject to forced temporary outages. The main disadvantage of homing systems is that they
provide only the general direction and not the precise location of the end-unit. In addition, homing systems require that the vehicle be
reported stolen before the tracking signal can be activated, which may result in a delay between vehicle theft and recovery.
Terrestrial network triangulation systems have succeeded in overcoming some of the challenges faced by systems based on
other technologies. Terrestrial network triangulation technology does not require line of sight and the signals are not easily interrupted
in densely populated or obstructed areas. Also, the signals are transmitted from the end-unit in the vehicle to a network of base
stations. Therefore, in order to jam the system, receivers in each individual base station within range of the end-unit would have to be
jammed, which is difficult to accomplish. Additionally, since the primary application of terrestrial network triangulation systems in
the AVL industry is vehicle location and not continuous two-way communication, short bursts of data are sufficient for tracking
purposes, which enable the network of base stations to be deployed at a much lower density in the coverage area than traditional
network-based cellular base stations. Terrestrial network triangulation systems are capable of determining the precise location, and not
just the general direction, of a vehicle at any moment in time. Furthermore, when connected with the existing theft protection system
in the vehicle, terrestrial network triangulation systems automatically alert the control center when a vehicle is stolen and do not
require that the vehicle be reported stolen, which can potentially reduce stolen vehicle recovery times to a few minutes. The main
disadvantage of terrestrial network triangulation systems is the necessity to deploy a physical infrastructure, including the
construction, development and deployment of a network of base stations and a control center and the need to address the various
financial, legal and practical issues associated with such deployment. Any such deployment entails an investment of a sizable amount
of money prior to the receipt of any revenues.
Since our AVL end-units are primarily used by us in providing our location-based services, the information provided above
concerning our competition in this market is applicable to the competition in the wireless communications products’ market as well.
Manufacturing Operations and Suppliers
Our wireless communications products are manufactured and assembled by a limited number of manufacturers in Israel
(including our subsidiary E.R.M). We engage with our manufacturers on a full turn-key basis, where we supply detailed production
files and materials list and receive a final product that we sell directly to our clients. Other than our dependency on Telematics, as
described in Item 3,D, “Risk Factors” above, we do not depend on a single manufacturer for the production of our products. Our main
manufacturers and assemblers are Telematics and E.R.M Electronic Systems Limited (our subsidiary). For further details of our
agreement with Telematics concerning the supply of products and services see Item 4.A – History and Development of our Company
under the caption “Our History” above.
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Our quality assurance and testing operations are performed by our manufacturers at their facilities, while using our quality
assurance and testing equipment and in accordance with the test procedures designated by us. We monitor quality with respect to key
stages of the production process, including the selection of components and subassembly suppliers, warehouse procedures, assembly
of goods, final testing, packaging and shipping. We are ISO 9001 certified. We believe that our quality assurance procedures have
been instrumental in achieving the high degree of reliability of our products.
Several components and subassemblies included in our products are presently obtainable from a single source or a limited
group of suppliers and subcontractors. We maintain strong relationships with our manufacturers and suppliers to ensure that we
receive an adequate supply of products, components and raw materials at favorable prices and to access their latest technologies and
product specifications.
Proprietary Rights
We seek to protect our intellectual property through patents, trademarks, contractual rights, trade secrets, know-how,
technical measures and confidentiality, non-disclosure and assignment of inventions agreements and other appropriate protective
measures to protect our proprietary rights in the primary markets in which we operate. The continued use of some licenses granted by
third parties to use their intellectual property is material to our business. Please refer to Item 3.D – Risk Factors, under the caption
“We rely on some intellectual property that we license from third parties, the loss of which could preclude us from providing our SVR
services or market and sell some of our AVL products, which would adversely affect our revenues” above.
We typically enter into non-disclosure and confidentiality agreements with our employees and consultants. We also seek
these protective agreements from some of our suppliers and subcontractors who have access to sensitive information regarding our
intellectual property. These agreements provide that confidential information developed or made known during the course of a
relationship with us is to be kept confidential and not disclosed to third parties, except in specific circumstances.
Our stolen vehicle recovery system is based on three main components: (i) an AVL end-unit that is installed in the vehicle,
(ii) (for RF technology based AVL units) a network of base stations that relay information between the vehicle location units and the
control center, certain components of which were developed by third parties and are currently licensed to us and (iii) a 24-hour
manned control center consisting of software used to manage communications and the exchange of information among the hardware
components of the AVL system, certain components of which were developed by third parties and licensed to us. For details
concerning the non-exclusive license granted by Telematics to us in respect of the RF technology incorporated in some of our
products, please refer to Item 4.A. – History and Development of our Company under the caption “Our History” above.
“Ituran” and “Mr. Big” and the related logos are our trademarks, which have been registered in Israel. “Mapa” trademark and
its related logos where sold as part of the sale of Mapa to an unrelated party to us. For additional information concerning the sale of
Mapa Internet, see Item 4.A- “ History and Development of the Company” under the caption “Our history”. This report also refers to
brand names, trademarks, service marks and trade names of other companies and organizations, each of which is the property of its
respective holder.
Regulatory Environment
In order to provide our SVR services in the locations where we currently operate, we need to obtain four primary types of
licenses and permits: (i) for our products utilizing the RF technology - a license that allows us to use designated frequencies for
broadcasting, transmission or reception of signals and information and to provide telecommunication services to our customers, (ii) for
our products utilizing the RF technology - a building permit, which permits us to erect our base sites and transmit therefrom, (iii)
product specific licenses (commonly known as type approvals), which enable us to use the equipment necessary for our services, and
(iv) a general commerce license, which allows us to offer our services to the public.
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The telecommunication services and frequency license and general commerce licenses we require are granted by the
applicable national agency regulating communications in the markets in which we operate, specifically, the Ministry of
Communication, in Israel, Anatel – Agencia Nacional de Telecomunicatoes, in Brazil, Ministerio de Comunicaciones, in Argentina,
and the Federal Communications Commission, in the United States. The product specific licenses we require are granted in Israel by
the Ministry of Communication, in Brazil by IBRACE (the Instituto Brasileiro de Certificatao de Productos para Telecominicatoes), in
Argentina by the Autoridad Federal de Tecnologias de la Información y las Comunicaciones and in the United States by the Federal
Communications Commission.
In Brazil, the general commerce licenses, such as the city permits, are granted by the local municipalities and other specific
entities, depending on the licenses required.
Our frequency licenses in all of the locations where we operate are “secondary” or “joint”, which means that the government
may grant another person or persons, typically a cellular operator, a primary license to the same frequencies and, to the extent our
operations interfere with the operations of the other person, we would have to modify our operations to accommodate the joint use of
the frequencies. All of these licenses are also subject to revocation, alteration or limitation by the respective authority granting them.
While any events that would cause us to change frequencies or to modify our operations could have a material adverse effect on us, we
do not believe that this is a likely event in any of the locations where we provide our SVR services.
Our frequency license in Israel was renewed for a term of five (5) years until January 31, 2023. Our frequency licenses in
Brazil will expire in 2019. Except in Brazil, where a request for a new license may have to be filed upon expiration of the license in
2019, we have options to extend all of our frequency licenses for periods ranging from three- to ten-years. A renewal application in
Brazil will be submitted 6 months before the frequency license expiration date, to provide us a new license for a period of ten (10)
years. In Argentina, on July 15, 1999, the SECOM (Secretary of Communication dependent of Economy Ministry) granted us a
license to provide services in a Secondary Band. On December 2015, SECOM was converted into the Modernization Ministry, with
ENACOM (National Communication Entity) which is a decentralized entity that works within the scope of the Modernization
Ministry.
Nevertheless, our frequency is still authorized, there is new entrant with ENACOM Authorization to provide LTE service. If
this entrant starts the activity, we will face an incompatibility situation. We received the authorization from ENACOM to use a 12-
month trial in 902-905 947-950 MHz bands additionally to our current frequencies. During this period, we will perform a test to obtain
a definitive authorization.
On December 9, 2016, we were informed that one of the cellular providers in Argentina, which shares some of our
frequencies, intends to implement on them 4G cellular service. Such service may cause Interference that may impede the provision of
our SVR service in Argentina. We are negotiating with ENACOM to define new frequency which we will migrate into. Subject to the
applicable laws, and ENACOM decision, the migration process may take few years, and will be determined by ENACOM.
In Israel and Brazil, like our competitors and most cellular operators, we are not in compliance with all relevant laws and
regulations in connection with the erection of transmission antennas (our base sites). As of the date hereof, most of our base sites in
Israel and Brazil are operating without local building permits. Currently, there is heightened awareness of this issue in Israel,
particularly in connection with base sites of cellular providers, and possible sanctions could include fines and even the closure or
demolition of these base sites. In Brazil, Brazilian authorities enforce permit requirements and impose penalties for non-compliance
with such requirements. However, we do not believe this is likely. Obtaining such required permits may involve additional fees as
well as payments to the Land Administration Authority.
26
In Israel the required permits and approvals for the erection of the base sites include:
erection and operating permits from the Israeli Ministry of the Environment;
permits from the Israeli Civil Aviation Authority, in certain cases;
permits from the Israeli Defense Forces;
approval from Israel’s Land Administration and/or from Civil Administration in the Territories, which usually also involves
payment for the land use rights; and
building permits from local or regional zoning authorities in Israel and Brazil.
■
■
■
■
■
We are continuously in the process of obtaining the relevant permits required for the construction of our base sites in Israel,
however, to date, we have been issued only 15 of these permits (13 of them have expired). With respect to the general permit from
Israel’s Land Administration, in 2005 we entered into an agreement with the Israel’s Land Administration, pursuant to which the
general permit has been issued to us against an annual consideration based on the date of approval of our base sites. The agreement
had expired on December 31, 2010. In the event that the Israel Land Administration claims consideration for the erection of the base
sites without a permit, we may be subject to penalties and payment of annual consideration for the years of use of those base sites.
In Brazil, very few providers of wireless telecommunications services obtain the required permits for the erection of
transmission antennas due to the nature of the approval process. Currently we do not have such permits (except Anatel permits). In
Brazil, we try to minimize our risk by locating most of our equipment in sub-leased sites which are already used by other
telecommunication service providers, such as cellular operators.
In Brazil the required permits for the erection of our base sites include:
a permit from Anatel (National Agency for Telecommunication)
a permit from IBAMA (Environment national agency) and/or state EPAs
Municipal permits
a permit from the fire department.
and a permit from COMAR (Aviation authorities)
■
■
■
■
■
ANATEL permits are required only for sites where we have transmission equipment and we have obtained all the permits
required with this agency. Special IBAMA permits need to be obtained only for ground sites which are located in certain preservation
areas. We have few sites of this kind, most of them are collocated sites where we pay for the right of use and permits are undertaken
by the landowner. Fire Department permits are required only for equipment rooms and we have not applied for any as of this date.
COMAR permits are needed only for a very few of our sites, most of which are collocated.
In Argentina, the installation of an antenna support structure requires the authorization of the owner of the building or the
land in which it is intended to be install. The Municipalities regulate through specific Municipal Ordinances are granting urban
licenses for our base stations installation.
The regulation referred to the civil work of the support structure of the antenna, (masts / towers / anchors / bracing, etc.) is
not the competence of ENACOM (National Communication Entity), so it cannot exercise jurisdiction over it. This situation is
determined in articles 39, 40 and 41 of the National Law 19798/72, and in Resolution No. 795 CNT / 92, ratified by Resolution 302
SC / 99. Therefore, the claims and queries related to the installation, the deterioration or poor conditions or related to the support
structures, should be addressed to the municipalities.
27
It should be noted that the owner of a station in operation assumes responsibility for the works and accessory facilities that
must be executed to install a radio station, attributing the technical responsibility of a civil work, to the designer and the director of the
same, being this situation framed in what is established in articles 1273 and following of the Civil and Commercial Code of the
Nation.
We are not in compliance with all relevant laws and regulations in connection with the erection of antennas; some of them in
the pasts were closure by Municipalities. As of the date hereof, most of our base sites operating without local Municipality permits,
possible sanctions could include fines and even the closure of those sites. In Argentina authorities enforce permit requirements and
impose penalties for non-compliance with such requirements. Obtaining such required permits may involve additional fees as well as
payments to Municipality Authority.
We have been declared a monopoly under the Israeli Restrictive Trade Practices Law, 1988, in the provision of systems for
the location of vehicles in Israel. This law prohibits a monopoly from abusing its market position in a manner that might reduce
competition in the market or negatively affect the public. For instance, a monopoly is prohibited from engaging in predatory pricing
and providing loyalty discounts, which prohibitions do not apply to other companies. The law empowers the Commissioner of
Restrictive Trade Practices to instruct a monopoly abusing its market power to perform certain acts or to refrain from taking certain
acts in order to prevent the abuse. Additionally, any declaration by the Israeli antitrust authority that a monopoly has abused its
position in the market may serve in any suit in which it is claimed that such a monopoly engages in anti-competitive conduct, as prima
facie evidence that it has engaged in anti-competitive behavior. Our declaration as a monopoly in the market of “provision of systems
for the location of vehicles in Israel” was not accompanied with any instructions or special restrictions beyond the provisions of the
Restrictive Trade Practices Law. Although we may be ordered to take or refrain from taking certain actions, to date we have not been
subject to such restrictions.
C.
ORGANIZATIONAL STRUCTURE
We were initially incorporated as a subsidiary of Tadiran, an Israeli-based designer and manufacturer of telecommunications
equipment, software and defense electronic systems, whose original business purpose was to adapt military-grade technologies for the
civilian market. In July 1995, Moked Ituran Ltd. purchased our company and the assets used in connection with its operations from
Tadiran and Tadiran Public Offerings Ltd. The AVL infrastructure and AVL end-units for the operation of our SVR services were
originally developed by an independent division of Tadiran Communications and Systems Group. These operations were later
transferred to a Tadiran subsidiary, Tadiran Telematics Ltd. In November 1999, we purchased Tadiran Telematics from Tadiran and in
2002, we changed its name to Telematics Wireless. In December 2007 we sold our subsidiary Telematics.
List of Significant Subsidiaries
Name of Subsidiary
Country of Incorporation
Proportion of
Ownership Interest
Ituran USA Holdings Inc. .................................................................................................
Ituran USA Inc. ................................................................................................................
Ituran de Argentina S.A....................................................................................................
Ituran Sistemas de Monitoramento Ltda............................................................................
Ituran Instalacoes Ltda. ....................................................................................................
Teleran Holding Ltda. ......................................................................................................
Ituran servicos Ltda. .........................................................................................................
E.R.M. Electronic Systems Limited ..................................................................................
Mapa Mapping & Publishing Ltd. ....................................................................................
USA
USA
Argentina
Brazil
Brazil
Brazil
Brazil
Israel
Israel
100 %
88.5 %*
100 %
98 %**
98 %
99.99 %
98 %
51 %
100 %
* 88.5% of the shares are held by Ituran U.S.A. Holding Inc., which is our wholly owned subsidiary; and the remaining shares are held
by employees of Ituran USA Inc.
** we indirectly hold 98% of the shares.
28
D.
PROPERTY, PLANTS AND EQUIPMENT
As of the date of this report, and other than an office building of 8 floors in the area of approximately 5,356 sqm (57,651
square feet), which was purchased by our subsidiary Ituran Sistemas de Monitoramento Ltda (Ituran Brazil) in Sao Paulo, Brazil, and
was later, on December 3, 2014 sold to us, we do not own any real estate.
Other than the property in Brazil, all of our offices, headquarters, control centers and facilities are leased in accordance with
our specific needs in the areas in which we operate. Additionally, we lease space for our base sites, in order to operate the reception
and transmission stations of the system, in each area in which we provide our SVR services.
In 2017 we leased an aggregate of approximately 62,145 square feet of office space in Azour and Holon, Israel. In 2017, the
annual lease payments for these facilities were approximately $1,000,000. The initial term of the primary lease (in Azour) expired on
March 31, 2013; and we renewed the lease until 2020. These premises include our executive offices and the administrative and
operational centers for our operations as well as our customer service, value-added services and technical support centers for the
Israeli market.
In Buenos Aires, Argentina, we lease approximately 8,793 square feet of office space for $ 80,541 annually, approximately
720 square feet for our control center for $ 6,356 annually, approximately 5,253 square feet for our installation center for $ 63,019
annually, approximately 2,121 square feet for our warehouse for $ 24,447 annually, and approximately 862 square feet for our third
warehouse for $ 2,928 annually.
We lease approximately 9,260 square feet for our offices and control center in Florida for a monthly rate of $ 11,575 for
period of 60 months commentating March 24, 2016 and ending March 23, 2021, subject to a 3% annual increase per year starting
April 1, 2017.
In 2017, we leased approximately 14,843 square feet of office space, stores and warehouse in Brazil for approximately
$133,000 annually. The lease agreements will expire and will have to be renewed on March 31, 2019, August 21, 2020 and February
1, 2021, as applicable to each engagement.
We believe that our facilities are suitable and adequate for our operations as currently conducted. In the event that additional
facilities will be required, we believe that we could obtain such facilities at commercially reasonable rates.
The size of our base station sites varies from approximately 11 to 44 square feet. In Israel, we have 103 base stations and we
rent most base station sites independently for a monthly rate ranging from $200 to $2,000 per site depending on the location, size and
other factors; for certain sites we do not pay any rent. The typical duration of a lease agreement for our base stations in Israel is five
years and we generally have a right to renew the term of the lease agreements for a period ranging between two and five years. In
Brazil, we have 145 base station sites, of which 23 sites are leased from the same entity under a 15 years-contract, (commencing from
2012) for a monthly rate ranging from $500 to $1,750 per site. The remaining 122 sites are leased independently for an annual rate
ranging from $200 to $550 depending on the location, size and other factors, and the typical duration for these leases is five years. In
Argentina, we have 44 base station sites, all of which are leased from six entities for a monthly rate ranging from $300 to $1,300 per
site. The duration of the lease ranges from one to two years.
29
We do not believe that we have a legal retirement obligation associated with the operating leases for our base sites pursuant
to the relevant accounting standards, since we do not own any real property. However, we are obligated pursuant to certain of the
operating leases for our base sites, mainly for base sites in Israel, Brazil and Argentina, to restore facilities or remove equipment at the
end of the lease term. Since the restoration is limited to any construction or property installed on the property, which in our case is
only the installed antennas, we do not believe that these obligations, individually or in the aggregate, will result in us incurring a
material expense.
ITEM 4.A.
UNRESOLVED STAFF COMMENTS
Not applicable
ITEM 5:
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A.
OPERATING RESULTS
The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes
thereto included elsewhere in this report.
Introduction
We believe we are a leading provider of location-based services, consisting predominantly of stolen vehicle recovery, which
we refer to as SVR, and tracking services. We also provide wireless communications products used in connection with our SVR
services and for various other applications. We currently provide our services and sell and lease our products in Israel, Brazil,
Argentina and the United States.
Our operations consist of two segments: location-based services and wireless communication products.
Our location-based services segment consists of our SVR, fleet management and value-added services. We currently operate
stolen vehicle recovery services throughout Israel, in Brazil (Buenos Aires) Argentina and in the United States.
Our wireless communications products segment consists of our short- and medium-range two-way wireless communications
products that are used for various applications, including AVL. We sell our AVL end-units to customers that subscribe to our SVR
services.
Outlook
We have historically experienced significant growth in most of the markets in which we provide our location-based services.
These markets are generally characterized by high car theft rates and insurance companies that are seeking solutions to limit their
actual losses resulting from car theft, and hence the Brazilian market continues to represent growth potential for our location-based
services. The growth in subscribers within our location-based services segment also has a direct impact on the sale or lease of our
AVL products, as they are an integral component of our location-based services and are installed in each subscriber’s vehicle. In
Israel, in recent years the market experience an increased car sales which positively affect our sales as compared with previous years.
As of December 31, 2017, we had approximately 438,000 subscribers in Brazil. We estimate that the total addressable market
in Brazil several million vehicles, and therefore we believe that we have a significant opportunity to grow our subscriber base and
increase sales of our AVL products.
30
We expect growth over the next 12 months in our location-based services segment to be driven by increased demand for our
services in Brazil and in Israel, as a result of our strong operating results and our customers’ increased familiarity with and confidence
in our services; additional insurance companies who could seek to establish relationships with us; increased direct sales of SVR
services to individual subscribers in Brazil who, due to prevailing high insurance costs, are self-insured and represent an additional
market opportunity for our SVR services and AVL products; and increased sales of our fleet management systems and services. In
connection with such potential markets and additional growth opportunities, we constantly look to enhance our brand recognition
through continuous advertising efforts.
Our services and products, including our line of AVL products, which is based on our SMART and GPRS products and
tailored for vehicles which are considered medium to high end vehicles, have contributed to an increase in our customer base and sales
in Israel, and we expect it to continue to contribute to such increase.
Please refer to Item 3.D. – Risk Factors above in respect of factors that could negatively impact our business.
31
Geographical breakdown
Location-based services’ subscriber base
The following table sets forth the geographic breakdown of subscribers to our location-based services as of the dates
indicated:
2017
Israel ...............................................................................................................................
Brazil ...............................................................................................................................
Argentina .........................................................................................................................
United States ....................................................................................................................
501,000
438,000
140,000
81,000
As of December 31,
2016
443,000
398,000
159,000
57,000
2015
381,000
368,000
169,000
30,000
Total(1) ............................................................................................................................
1,160,000
1,057,000
948,000
(1) All numbers provided are rounded, and therefore totals may be slightly different than the results obtained by adding the numbers
provided.
Revenues
The following table sets forth the geographic breakdown of our revenues for each of our business segments for the relevant
periods indicated.
2017
Location
based
services
Wireless
communications
products
Year ended December 31,
2016
In USD, in Millions
Wireless
communications
products
Location
based
services
2015
Location
based
services
Wireless
communications
products
Israel ........................................................................
Brazil ........................................................................
Argentina ..................................................................
United States .............................................................
Others .......................................................................
Total(1) .....................................................................
69.2
85.1
14.4
1.1
---
169.8
47.3
4.4
0.8
7.4
5.0
64.9
59
67.8
14.0
1.1
---
141.9
(1) We attribute revenues to countries based on the location of the customer.
Location-based services segment
42.2
3.2
0.8
7.6
3.8
57.6
54.4
56.1
15.9
1.3
---
127.7
34.2
2.3
1.4
6.5
3.5
47.9
We generate revenues from sales and leases of our SVR, fleet management and value-added services. A majority of our
revenues represent subscription fees paid to us by our customers, predominately subscribers in Israel, Brazil and the United States, and
insurance companies in Brazil and Argentina. We recognize revenues from subscription fees on a monthly basis. Our customers are
free to terminate their subscription at any time. In the absence of such termination, the subscription term continues automatically. We
also generate subscription fees from our fleet management services. Assuming no additional growth in our subscriber base and based
on our historical average churn rates of 3% per month in this segment, we can anticipate that at least 90% of our subscription fees
generated in a prior quarter will recur in the following quarter.
32
Wireless communications products segment
We generate revenues from the sale of our AVL products to customers in Israel, Brazil, Argentina, and the United States. We
currently sell or lease our AVL end-units in each of the above regions. Growth in our subscriber base is the principal driver for the
sale of our AVL products. We recognize revenues from sales of our wireless communications products upon delivery.
Cost of revenues
Location-based services segment
The cost of revenues in our location-based services segment consists primarily of staffing, maintenance and operation of our
control centers and base stations, costs associated with our staff and costs incurred for private enforcement, licenses, permits and
royalties, as well as communication costs and costs due to depreciation of leased products and installation fees. Cost of revenues for
sales of our fleet management services also includes payments to a third party who markets our services.
Wireless communications products segment
The cost of revenues in our wireless communications products segment consists primarily of production costs of our third-
party manufacturers and costs associated with installation fees.
Operating expenses
Research and development
Our research and development expenses consist of salaries, costs of materials and other overhead expenses, primarily in
connection with the design and development of our wireless communications products. We expense all of our research and
development costs as incurred.
Selling and marketing
Our selling and marketing expenses consist primarily of advertising, salaries, commissions and other employee expenses
related to our selling and marketing team and promotional and public relations expenses.
General and administrative
Our general and administrative expenses consist primarily of salaries, bonuses, accounting and other general corporate
expenses.
Operating Income
Location-based services segment
Operating income in our location-based services segment is primarily affected by increases in our subscriber base and our
ability to increase the resulting revenues without a commensurate increase in our corresponding costs.
Wireless communications products segment
Operating income in our wireless communications products segment is primarily affected by our ability to increase sales of
our AVL products.
33
Financing expenses (income), net
Financing expenses (income), net, include, inter alia, short- and long-term interest expenses, financial commissions, and
gains and losses from currency fluctuations from the translation of monetary balance sheet items denominated in currencies other than
the functional currency of each entity in the group, gains in respect of marketable securities and expenses related to tax positions.
Taxes on income
Income earned from our services and product sales is subject to tax in the country in which we provide our services or from
which we sell our products.
Critical Accounting Policies and Estimates
Our critical accounting policies are more fully described in Note 1 to our consolidated financial statements appearing
elsewhere in this report. However, certain of our accounting policies require us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We evaluate
our estimates on a periodic basis. We base our estimates on historical experience, industry trends, authoritative pronouncements and
various other assumptions that we believe to be reasonable under the circumstances. Such assumptions and estimates are subject to an
inherent degree of uncertainty.
The following are our critical accounting policies and the significant judgments and estimates affecting the application of
those policies in our consolidated financial statements. See Note 1 to our consolidated financial statements included elsewhere in this
report.
Revenue recognition
Revenues are recognized when delivery has occurred and, where applicable, after installation has been completed, there is
persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured
and no further obligations exist. In cases where delivery has occurred but the required installation has not been performed, we do not
recognize the revenues until the installation is completed.
Revenues are recognized as follows:
1.
2.
Revenues from sales are recognized when title and risk of loss of the product pass to the customer (usually upon
delivery).
We apply the provisions of ASC Topic 605-25, “Revenue Recognition - Multiple-Element Arrangements”, as
amended. ASC Topic 605-25 provides guidance on how to account for arrangements that involve the delivery or
performance of multiple products, services and/or rights to use assets. For such arrangements, each element of the
contract is accounted for as a separate unit when it provides the customer value on a stand-alone basis and if an
arrangement includes a right of return relative to a delivered item, delivery or performance of the undelivered item
or items is considered probable and substantially in the control of the Company. According to ASC 605-25, as
amended, when neither “vendor specific objective evidence” of selling price, nor third party price exists, we are
required to develop a best estimate of the selling price of the deliverables and the entire arrangement consideration is
allocated to the deliverables based on the relative selling prices.
Revenues from SVR services subscription fees and from installation services, sold to customers within a single
contractually binding arrangement were accounted for revenue recognition purposes as a single unit of accounting in
accordance with ASC Topic 605-25, since the installation services element was determined not to have a value on a
stand-alone basis to the customer. Accordingly, the entire contract fee for the two deliverables is recognized ratably
on a straight-line basis over the subscription period.
34
3.
4.
Amounts earned by our Brazilian subsidiary for arranging a bundle transaction of SVR services subscription and
installation services together with insurance services to be supplied by a third party insurance company, are
recognized ratably on a straight-line basis over the subscription period, since the amount allocated to the company,
is contingent upon the delivery of the SVR services. As the insurance company is the primary obligor of the
insurance component, the company recognizes only the net amounts as revenues, after deduction of amounts related
to the insurance component.
Deferred revenues include unearned amounts received from customers (mostly for the provision of installation and
subscription services) but not yet recognized as revenues. Such deferred revenues are recognized as described in
paragraph 2, above.
5.
Extended warranty
Revenues from extended warranty which are provided for a monthly fee and are sold separately are recognized over
the duration of the warranty periods.
Accounting for income taxes
We account for income taxes in accordance with ASC Topic 740-10, “Income Taxes”. According to this guidance, deferred
income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between
the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed
using the tax rates expected to be in effect at the time when these differences reverse. Valuation allowances in respect of the deferred
tax assets are provided for if, based upon the weight of available evidence, it is more likely than not that all or a portion of the deferred
income tax assets will not be realized.
US GAAP provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if
the position is “more-likely-than-not” to be sustained were to be challenged by a taxing authority. The assessment of a tax position is
based solely on the technical merits of the position, without regard the likelihood that the tax position may be challenged. If an
uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is greater than 50% likely to
be recognized upon ultimate settlement with the taxing authority is recorded.
Following the initial application of ASU 2015-17 which became effective on January 1, 2017, deferred tax balances are
presented as non-current amounts. We have determined to apply this ASU retrospectively and accordingly, prior periods deferred tax
balances that were previously presented as current were reclassified as non-current
We recognize interest as interest expenses (among financing expenses) and penalties, if any, related to unrecognized tax
benefits in its provision for income tax.
Contingencies
We are involved in certain legal proceedings that arise from time to time in the ordinary course of their business and in
connection with certain agreements with third parties. Except for income tax contingencies, we records accruals for contingencies to
the extent that the management concludes that the occurrence is probable and that the related liabilities are estimable. Legal expenses
associated with contingencies are expensed as incurred.
Our material legal proceedings are fully described in Item 8.A. – “Consolidated Statements and other Financial Information”
under the caption “Material Legal Proceedings” below.
35
Results of Operations
The following table sets forth for the periods indicated selected items from our consolidated statements of income as a percentage
of our total revenues.
Year Ended December 31,
%
2016
2015
71.1
28.9
100
24.5
24.4
48.9
51.1
1.4
5.0
20.2
0.4
27.0
24.1
1.0
25.1
(7.5 )
(0.2 )
17.4
(1.3 )
16.1
72.7
27.3
100
26.7
22.1
48.8
51.2
1.4
5.3
21.5
(0.1 )
28.1
23.1
0.7
23.8
(7.3 )
(1.4 )
15.1
(0.9 )
14.2
Consolidated statements of operations data:
Revenues:
Location based services ....................................................................................................
Wireless communications products ...................................................................................
2017
72.3
27.7
Total Revenues ................................................................................................................
Cost of Revenues:
100
Location based services ................................................................................................
Wireless communication products .................................................................................
24.1
25.0
Total cost of revenues ......................................................................................................
49.1
Gross profit ......................................................................................................................
Operating Expenses:
50.9
Research and development expenses .............................................................................
Selling and marketing Expenses ....................................................................................
General and administrative expenses, net ......................................................................
Other expenses (income), net ........................................................................................
1.3
5.2
20.2
(0.1 )
Total operating expenses ................................................................................................
Operating Income ............................................................................................................
Financing income (expenses), net .....................................................................................
26.6
24.1
(0.4 )
Income before income tax ................................................................................................
Income tax .......................................................................................................................
Share in gains (losses) of affiliated companies, net............................................................
23.7
(7.5 )
3.6
Net income for the year ....................................................................................................
Less: net income attributable to non-controlling interests ..................................................
19.8
(1.1 )
Net income attributable to company stockholders .............................................................
18.7
36
Analysis of our Operation Results for the Year ended December 31, 2017 as compared to the Year ended December 31, 2016
Revenues
Total revenues increased from $ 199.6 million in 2016 to $234.6 million in 2017, or 17.5%. This increase consisted of an increase
of $27.8 million from subscription fees from our location-based services and an increase of $7.2 million from sales of our wireless
communications products.
Location-based services segment
Revenues in our location-based services segment increased by $27.8 million from $141.9 million in 2016 to $169.7 million in
2017, or 19.6% mainly due to an increase in our average annual number of subscribers from 1,008,000 subscribers in 2016 to
1,110,000 in 2017 and due to a positive net impact of the exchange rate fluctuations of non US dollar revenue in an amount of $8.9
million.
Wireless communications products segment
Revenues in our wireless communications products segment increased from $57.7 million in 2016 to $64.9 million in 2017, or
12.5%. This increase of $7.2 million is primarily due to an increase of $3.8 million in our products’ sales, mainly in Israel, and a
positive net impact effect of exchange rates fluctuation of non US dollar revenue in an amount of $3.4 million.
Cost of revenues
Total cost of revenues increased from $97.5 million in 2016 to $115.3 million in 2017, or 18.3%. This increase consisted of an
increase of $7.7 million in the location based services segment and an increase of $10.1 million in the wireless communication product
segment. As a percentage of total revenues, cost of revenues increased from 48.9% in 2016 to 49.1% in 2017.
Location-based services segment
Cost of revenues for our location-based services segment increased from $48.9 million in 2016 to $56.6 million in 2017, or
15.7%. This increase was primarily the result of an increase in salary expenses of approximately $4 million, and depreciation expenses
of $0.6 million. The effect of exchange rates fluctuations also contributed to the cost of revenues an amount of approximately $2.8
million. As a percentage of total revenues for this segment, cost of revenues decreased from 34.5% in 2016 to 33.3% in 2017.
Wireless communications products segment
Cost of revenues for our wireless communications products segment increased from $48.6 million in 2016 to $58.7 million in
2017, or 20.8%. This increase was mainly due to the increase in our products’ sales in local currencies and product mixture. As a
percentage of total revenues for this segment, cost of revenues increased from 84.4% in 2016 to 90.4% in 2017, mainly due to a
change in the products sales mixture.
Operating expenses
Research and development
Our research and development expenses in 2017 increased from $2.9 million in 2016 to $3.2 million in 2017. As a percentage of
total revenues, research and development expenses decreased slightly from 1.4% in 2016 to 1.3% in 2017.
37
Selling and marketing
Our selling and marketing expenses increased from $10.1 million in 2016 to $12.2 million in 2017. As a percentage of total
revenues, selling and marketing expenses increased from 5% in 2016 to 5.2% in 2017.
General and administrative
General and administrative expenses increased from $40.2 million in 2016 to $47.6 million in 2017, or 18.4%. This increase was
primarily due to the effect of exchange rates fluctuations in the amount of $2.6 million, an increase in salary expenses in the amount of
$2.3 million and increase in other net various expenses in amount of $2.5 million. As a percentage of total revenues, general and
administrative expenses remain stable at 20.2% in 2016 and in 2017.
Other expenses (income), net
Other expenses (income), net in 2016 were $0.8 million expenses compared with $0.1 million income in 2017, this shift was
primarily due to a onetime $1.2 million expense related to the repurchase, by the Company, of former employee’s options in our
subsidiary - Ituran Brazil in 2016.
Operating income
Total operating income increased from $48.0 million in 2016 to $56.5 million in 2017, or 17.7%. This increase of approximately
$8.5 million reflects increase of $11 million in the operating income in the location-based segment and a decrease of $2.5 million in
the operating income in the wireless communication products segment.
Location-based services segment
Operating income in our location-based services segment increased from $44 million in 2016 to $55 million in 2017, or 25%.
This increase was mainly attributed to the increase of our average base of subscribers from 1,008,000 subscribers in 2016 to 1,110,000
subscribers in 2017.
Wireless communications products segment
Operating income in our wireless communications products segment decreased from $ 4 million in 2016 to $ 1.5 million in 2017.
This decrease in the operating income was primarily due to change in the products sales mixture.
Financing income (expenses), net
Financing income (expenses), net, was $2.1 million in 2016 compared with an expenses of $1 million in 2017. This shift was
mainly due to interest incurred on tax assessments of previous years in Israel and Brazil.
Income Tax
Income Tax increased from $14.9 million in 2016 to $17.7 million in 2017, or 18.8%. As a percentage of income before tax on
income expense tax increased from 29.7% in 2016 to 31.9% in 2017 primarily due to tax payment assessment of previous years
mainly in Brazil.
38
Analysis of our Operation Results for the Year ended December 31, 2016 as compared to the Year ended December 31, 2015
Revenues
Total revenues increased from $ 175.6 million in 2015 to $199.6 million in 2016, or 13.6%. This increase consisted of an increase
of $14.3 million from subscription fees from our location-based services and an increase of $9.7 million from sales of our wireless
communications products.
Location-based services segment
Revenues in our location-based services segment increased by $14.3 million from $127.6 million in 2015 to $141.9 million in
2016, or 11.2%, due to an increase in the average annual number of subscribers from 881,000 in 2015 to 1,008,000 in 2016; however,
this increase was offset by the negative impact of exchange rate fluctuations in the amount of approximately $11.4 million. If the
negative impact of the exchange rate fluctuations was not accounted, our revenues would increase by $25.7 million or 20.1%.
Wireless communications products segment
Revenues in our wireless communications products segment increased from $47.9 million in 2015 to $57.6 million in 2016, or
20.3%. This increase of $9.7 million is primarily due to an increase in our products’ sales, mainly in Israel, in 2016 the negative effect
of exchange rates fluctuation in our revenues from product sales was minor in an amount of $0.1 million.
Cost of revenues
Total cost of revenues increased from $85.7 million in 2015 to $97.5 million in 2016, or 13.8%. This increase consisted of an
increase of $ 2.1 million in the location based services segment and an increase of $9.7 million in the wireless communication product
segment. As a percentage of total revenues, cost of revenues increased from 48.8% in 2015 to 48.9% in 2016.
Location-based services segment
Cost of revenues for our location-based services segment increased from $46.8million in 2015 to $48.9 million in 2016, or 4.5%.
This increase was primarily the result of an increase in salary expenses of approximately $2.6 million, and depreciation expenses of
$1.1 million and increase in other various expenses such as enforcement and installation fees etc. in total of approximately $3.5
million, which was offset by effect of exchange rates fluctuations in an amount of approximately $5.2 million. As a percentage of total
revenues for this segment, cost of revenues decreased from 36.7% in 2015 to 34.5% in 2016.
Wireless communications products segment
Cost of revenues for our wireless communications products segment in 2016 increased from $38.9 million in 2015 to $48.6
million in 2016, or 24.9%. This increase was mainly due to the increase in our products’ sales. As a percentage of total revenues for
this segment, cost of revenues increased from 81.2% in 2015 to 84.4% in 2016, mainly due to a change in the products sales mixture.
Operating expenses
Research and development
Our research and development expenses in 2016 increased from $2.4 million in 2015 to $2.9 million in 2016. As a percentage of
total revenues, research and development expenses increased slightly from 1.4% to 1.5%.
Selling and marketing
Our selling and marketing expenses increased from $9.3 million in 2015 to $10.1 million in 2016, or 8.6%. As a percentage of
total revenues, selling and marketing expenses decreased from 5.3 % in 2015 to 5% in 2016.
39
General and administrative
General and administrative expenses increased from $37.8 million in 2015 to $40.2 million in 2016, or 6.3%. This increase was
primarily due to an increase in salary expenses in the amount of $2.6 million, in allowance for doubtful accounts in amount of $0.9
million, in legal and professional services in amount of $0.5 million and in other net various expenses in amount of $0.4 million,
which was offset by the effect of exchange rates fluctuation in amount of $2 million. As a percentage of total revenues, general and
administrative expenses increased from 21.5 % in 2015 to 20.2% in 2016.
Other expenses (income), net
Other expenses (income) increased from $0.3 million income in 2015 to $0.8 million expenses in 2016, primarily due to a $1.2
million expense related to prior years expenses in Ituran Brazil.
Operating income
Total operating income increased from $40.6 million in 2015 to $48 million in 2016, or 18.2%. This increase of approximately
$7.4 million reflects an increase of $6.8 million in the operating income in the location-based segment and increase of $0.6 million in
the operating income in the wireless communication products segment.
Location-based services segment
Operating income in our location-based services segment increased from $37.2 million in 2015 to $44 million in 2016, or 18.3%.
This increase was mainly attributed to a higher rate of increase in revenues from subscription fees as compared to the rate of increase
of this segment’s operating expenses during the period.
Wireless communications products segment
Operating income in our wireless communications products segment increased from $3.4 million in 2015 to $4 million in 2016
mainly due to change in the products sales mixture.
Financing income, net
Financing income, net, increased from $1.2 million in 2015 to $2.1million in 2016. This increase was mainly due to an increase in
interest from deposits.
Income Tax
Income Tax increased from $12.8 million in 2015 to $14.9 million in 2016, or 16.4%. As a percentage of income before tax on
income expense tax decreased from 30.7 % in 2015 to 29.7% in 2016 primarily due to a change in the income before tax mix among
the group’s companies.
Impact of Currency Fluctuations on Results of Operations, Liabilities and Assets
Although we report our consolidated financial statements in dollars, in 2015, 2016 and 2017, a portion of our revenues and
expenses was derived in other currencies. For fiscal years 2015, 2016 and 2017, we derived approximately 9%, 9.1% and 8.2% of our
revenues in dollars, 48%, 47.9% and 47.9% in NIS, 33%, 35.6% and 37.5% in Brazilian Reals and 10%, 7.4% and 6.4% in Argentine
Pesos, respectively. In fiscal years 2015, 2016 and 2017, 17%,14.9% and 14.3% of our expenses were incurred in dollars, 46%, 51.4%
and 51.5% in NIS, 27%, 27% and 28.1% in Brazilian Reals and 10%, 6.7% and 6.1% in Argentine Pesos, respectively.
Exchange differences upon conversion from our functional currency to dollars (presentation currency) are accumulated as a
separate component of accumulated other comprehensive income under stockholders’ equity. In the year 2017, accumulated other
comprehensive income increased by $4.2 million as compared to the year 2016. In 2016, accumulated other comprehensive income
increased by $5.6 million as compared to the year 2015. In 2015, accumulated other comprehensive income decreased by $14.7
million as compared to the year 2014.
40
The fluctuation of the other currencies in which we incur our expenses or generate revenues against the dollar has had the effect
of increasing or decreasing (as applicable) reported revenues, cost of revenues and operating expenses in such foreign currencies when
converted into dollars from period to period. The following table illustrates the effect of the changes in exchange rates on our
revenues, gross profit and operating income for the periods indicated:
2015
At 2014
exchange
rates (1)
Actual
Year Ended December 31,
2016
At 2015
exchange
rates (1)
Actual
(In thousands of US$)
Revenues ..................................................................
Gross profit ...............................................................
Operating income ......................................................
175,628
89,881
40,644
209,186
107,375
50,749
199,574
102,031
47,998
211,098
108,297
52,131
(1) Based on average exchange rates during the period.
2017
At 2016
exchange
rates (1)
221,925
113,369
52,838
Actual
234,636
119,384
56,535
Our policy remains to reduce exposure to exchange rate fluctuations by entering into foreign currency forward transactions that
qualify as hedging transactions under ASC Topic 815, “Derivatives and Hedging”, the results of which are reflected in our income
statements as revenues or cost of revenues. The result of these transactions, which are affected by fluctuations in exchange rates, could
cause our revenues, cost of revenues, gross profit and operating income to fluctuate.
B. LIQUIDITY AND CAPITAL RESOURCES
We fund our operations primarily from cash generated from operations. In 2015, 2016 and 2017, we had $29.1 million,
$31.5million and $40.5 million in cash and marketable securities and $50.1 million, $55.1 million and $71.4 million in working
capital, respectively. We hold our cash and cash equivalents in US dollars or the local currency of their location.
In 2015, 2016 and 2017 we did not have any long term borrowings from banks and in 2015, 2016 and 2017, we also had $0.5
million, $0.8 million and $0.8 million respectively, available to us under existing lines of credit. In 2015, 2016 and in 2017, we have
not utilized our lines of credit.
For a reference concerning our use of financial instruments for hedging purposes, please see Item 5.A – Operating Results under
the captions “Impact of Currency Fluctuations on Results of Operations, Liabilities and Assets.”
We believe that our cash flow from operations, availability under our lines of credit and cash and marketable securities will be
adequate to fund our capital expenditures, contractual commitments and other demands and commitments for the foreseeable future as
well as for the long-term. We believe that cash flow generated from operations and cash available to us from our credit facilities will
be sufficient to cover future expansion of our various businesses into new geographical markets or new products, as currently
contemplated and as we describe herein. However, if existing cash and cash generated from operations are insufficient to satisfy our
liquidity requirements, we may seek financing elsewhere by selling additional equity or debt securities or by obtaining additional
credit facilities.
41
We had long-term liabilities in 2015, 2016 and 2017 of $10.6 million, $11.8 million and $14.1 million, respectively, for employee
rights upon retirement for certain of our employees that become payable upon their retirement. Our Israeli employees are entitled to
one month’s salary, equal to the applicable monthly salary at the time of such employee’s retirement, for each year of employment, or
a portion thereof, upon retirement. This liability is partially funded by deposit balances maintained for these employee benefits in the
amount of $7.2 million, $7.9 million and $9.6 million in 2015, 2016 and 2017 respectively. The deposited funds include profits
accumulated up to the balance sheet date and may be withdrawn upon the fulfillment of the obligation pursuant to Israeli severance
pay laws or labor agreements.
In Argentina, as a result of the flexibilization process of the foreign exchange market that began in December 2015, the exchange
operations are currently governed by new regulation of Foreign and Exchange regulations which as follow:
The regulations are:
1. Foreign currency market
a. All human or corporations, assets and other entities can operate freely in the exchange market, whether residents or non-
residents.
b. Transactions will be carried out at the exchange rate freely agreed by the parties.
c. Financial and exchange entities can operate without a time limit.
d.
It is no longer required to sign exchange tickets or an affidavit, except the Local Currency Payment System (SML).
Likewise, the entities will continue to comply with the requirements for customer identification and the registration of
operations.
2.
Importation:
a. The Importing Authorization System (DJAI) was replaced by a new Information System called SIMI. The main
difference is that any goods can be imported freely without the requirement of prior government authorization.
b. The importation of Services and their payment is also unregulated.
c. Both type of imports (goods and services) request previous registration and compliance with Transferring Prices and Tax
regulations.
3. Dividends:
a. Paying abroad dividends to shareholders is admitted.
b. Dividends related with profit obtained by a local company until December 2017, will be free of withholding tax (hence
the company has already paid 35% of Income Tax)
Following the revision of our dividend policy in 2012, we declared and paid regularly quarterly dividends in 2015, 2016, and
2017. In 2016 we declared and paid such dividends as follows:
On May 23, 2016 we declared a quarterly dividend in the amount of $3.6 million, which was paid (net of taxes at the rate of 25%)
on June 22, 2016, with respect to the first quarter of 2016. On August 11, 2016 we declared a quarterly dividend in the amount of $3.8
million, which was paid (net of taxes at the rate of 25%) on October 6, 2016, with respect to the second quarter of 2016. On November
15, 2016 we declared a quarterly dividend in the amount of $4.1 million, which was paid (net of taxes at the rate of 25%) on January
10, 2017, with respect to the third quarter of 2016. On February 27, 2017 we declared a quarterly dividend in the amount of $8.5
million, which was paid (net of taxes at the rate of 25%) on April 5, 2017, with respect to the fourth quarter of 2016.
42
On February 26, 2017 we have revised our dividend policy, which came in force starting from 2017, that our dividends will be
declared and distributed on a quarterly basis in an amount of at least 5 million USD subject to the provisions of the Israeli laws
concerning lawful distribution of dividends. In 2017 we declared and paid such dividends as follows:
On May 17, 2017 we declared a quarterly dividend in the amount of $5 million, which was paid (net of taxes at the rate of 25%)
on July 11, 2017, with respect to the first quarter of 2017. On August 16, 2017 we declared a quarterly dividend in the amount of $5
million, which was paid (net of taxes at the rate of 25%) on October 10, 2017, with respect to the second quarter of 2017. On
November 15, 2017 we declared a quarterly dividend in the amount of $5 million, which was paid (net of taxes at the rate of 25%) on
January 10, 2018, with respect to the third quarter of 2017. On February 27, 2018 we declared a quarterly dividend in the amount of
$5 million, which was paid (net of taxes at the rate of 25%) on April 11, 2018 with respect to the fourth quarter of 2017.
Until the date of this report, we have repurchased 2,507,314 of our shares.
The following table sets forth the components of our historical cash flows for the periods indicated:
2017
Year ended December 31,
2016
(In thousands)
2015
Net cash provided by operating activities ..........................................................................
Net cash used in investing activities..................................................................................
Net cash used in financing activities .................................................................................
Effect of exchange rate changes on cash and cash equivalents ...........................................
Net increase (decrease) in cash and cash equivalents .........................................................
43,907
(14,685 )
(24,266 )
863
5,819
41,472
(19,860 )
(18,234 )
693
4,071
35,914
(25,706 )
(18,659 )
(2,951 )
(11,402 )
Years ended December 31, 2017, December 31, 2016 and December 31, 2015
Net cash provided by operating activities
Our operating activities provided cash of $35.9 million in 2015, $41.5 million in 2016 and $43.9 million in 2017.
The increase of approximately $2.4 million in cash from operating activities in 2017 as opposed to 2016 was due primarily to:
- An increase in net income in an amount of $11.6 million. This amount was offset by an increase in share in gains of our
affiliates in an amount of $9 million.
43
Net cash used in investing activities
Net cash used in investing activities in 2017 in an amount of approximately $14.7 million, includes mainly capital expenditures in
the amount of $16.2 million, investment in other companies in the amount of $1.3 million, and investments in marketable securities
net in an amount of $3.3 million. These investments were offset by repayments of loans from affiliates in an amount of $6.1 million.
Net cash used in investing activities in 2016 in an amount of approximately $19.9 million, includes mainly capital expenditures in
the amount of $13.6 million, and investment in affiliated companies, net in the amount of $ 7.4 million which was offset by proceeds
from sale of marketable securities, net in amount of $1.5 million.
Net cash used in investing activities in 2015 in an amount of approximately $25.7 million, includes mainly capital expenditures in
the amount of $18.7 million, and investment in affiliated companies in the amount of $ 6 million.
Net cash used in financing activities
Net cash used in financing activities in 2017 in an amount of approximately $24.3 million consisted primarily of a cash dividend
payment in an amount of $22.6 million and a cash dividend payment in an amount of approximately $1.6 million paid by our
subsidiary to the non-controlling interests.
Net cash used in financing activities in 2016 in an amount of approximately $18.2 million consisted primarily of a cash dividend
payment in an amount of $17.1 million and a cash dividend payment in an amount of approximately $1 million paid by our subsidiary
to the non-controlling interests.
Net cash used in financing activities in 2015 in an amount of approximately $18.7 million consisted primarily of a cash dividend
payment in an amount of $17.6 million and a cash dividend payment in an amount of approximately $1.2 million paid by our
subsidiary to the non-controlling interests.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
All of our research and development activities take place in Israel. Our Research and Design department is constantly working on
upgrading the service infrastructure and improving our fleet management applications, including by introducing new services and uses
of the system, while utilizing both internal development staff and outsourcing such activities to third parties, as well as developing
new service platforms for cellular/GPS based devices.
Expenditures for research and development activities undertaken by us were approximately $3.2 million in 2017, $2.9 million in
2016 and $2.4 million in 2015.
D. TREND INFORMATION
Please see Item 4.A. – History and Development of the Company and Item 4.B. – Business Overview above for trend information.
E. OFF-BALANCE SHEET ARRANGEMENTS
We do not have off-balance sheet arrangements (as such term is defined in Item E(2) of the Form 20-F) that have or are
reasonably likely to have a current or future effect on our financial condition, changes in financial conditions, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that are material to investors.
44
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Contractual obligations and commercial commitments
The following table summarizes our material contractual obligations as of December 31, 2017:
Contractual obligations
Total
Less than 1
year
1-3 years
(In USD thousands)
3-5 years
After 5 years
Payments due by period
Operating leases ........................................................
Purchase Obligations .................................................
Total ........................................................................
13,284
13,231
26,515
3,431
13,231
16,662
4,105
-
4,105
1,764
1,764
3,984
3,984
G. SAFE HARBOR
The safe harbor provided in Section 27A of the Securities Act and Sections 21E of the Exchange Act shall apply, among other
things, to forward looking information provided in Item 5. F.
45
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.
DIRECTORS AND SENIOR MANAGEMENT
The following persons are our directors, senior management and employees upon whose work we are dependent:
Name
Age
Position
Izzy Sheratzky ...............................
Yehuda Kahane ..............................
Ze’ev Koren ...................................
Efraim Sheratzky ...........................
Eyal Sheratzky ...............................
Nir Sheratzky .................................
Gil Sheratzky .................................
Yoav Kahane(1)(2) ........................
Yigal Shani ....................................
Israel Baron(1)(2)(3) + ...................
Gidon Kotler(1)(2)(3).....................
Tal Sheratzky- Jaffa .......................
Ami Saranga ..................................
Eli Kamer ......................................
Guy Aharonov ...............................
Udi Mizrahi ...................................
71
73
72
65
49
46
40
44
73
64
77
40
54
51
52
46
President and director
Director
Chairman of the Board of Directors and an independent director
Director
Co-Chief Executive Officer and Director
Co-Chief Executive Officer and Director
CEO of our Subsidiary, International Activity and Business Development Officer and
a Director
Director and an independent director
Director
External Director
External Director
Director and an independent director
Deputy Chief Executive Officer
Executive Vice President, Finance; Chief Financial Officer
General Counsel
VP Finance
Notes:
(1) Member of audit committee
(2) Member of compensation committee
(3) External director elected in accordance with the Israeli Companies Law
+ Chairperson of all committees
Izzy Sheratzky is a co-founder of our company and its President. He has previously served as the Chairman of our Board of
Directors, which in our company constitutes both an officer and director positions, ever since our company was acquired from Tadiran
in 1995. Until 2003, Mr. Sheratzky also served as our Chief Executive Officer. Mr. Sheratzky also serves as the Chairman of the
Board of Directors of Moked (1973) Investigations Company Ltd., Moked Services, Information and Investments Ltd., and Moked
Ituran. He also serves as a director in Tikal Document Collection Ltd. Mr. Sheratzky is the father of Eyal, Nir and Gil Sheratzky,
Brother of Efraim Sheratzky and uncle of Tal Sheratzky-Jaffa.
Yehuda Kahane is a co-founder of our company and has served on our board since 1995. Professor Kahane is an entrepreneur in
both the academic and business arenas. He is a Fellow of the World Academy of Art and Science. He received the 2011 highest
international award for his lasting contribution to the theory, practice and education in insurance and risk management, as well as a
lifetime achievements award by the Israeli Insurance industry. He is a co-founder and chairperson of the YK Center for Preparing for
the New Economy. Kahane is a Professor (Emeritus) from the Coller Business, Tel Aviv University where he headed the Institute for
Business and the Environment. He taught at many business schools around the world, including the Wharton School, the University of
Texas (Austin), the University of Toronto and the University of Florida, and has founded and served as the first Dean of the Israeli
Academic School of Insurance. Professor Kahane chairs and is a major owner of Capital Point Ltd., and is active in the formation,
seed investment and management of start-up companies and technological incubators, unrelated to our company. He chairs the
association for the visually impaired people in Herzlia and Sharon district, and a board member of the Center for Blind People in
Israel (The Umbrella organization). He is an honorary member of the Israel-Brazil Chamber of Commerce. Professor Kahane holds a
BA degree in Economics and Statistics, an MA degree in Business Administration and a PhD in Finance from the Hebrew University
of Jerusalem and is a Fellow of the Israeli Association of Actuaries. He specializes in insurance, risk management, environmental
issues and technological forecasting. He is the father of Yoav Kahane.
46
Zeev Koren has served as a director of our company since 2006 and since 2011 serves as the Chairman of the Board of Directors
of the Company. In 1988 Brigadier Gen. (Res) Koren retired from the Israel Defense Forces after a career of 25 years, where in his
final position he served as the head of human resources planning for the general staff division. Since then he has served in a senior
capacity in companies in the fields of international forwarding and medical services. During the past ten years he has also served as
the general manager of a Provident Management Company. He holds a B.A. in Political Science and Criminology from Bar Ilan
University.
Efraim Sheratzky was appointed to the board on February 9, 2015 to replace Mr. Amos Kurz, as a Class A Director. Efraim
Sheratzky studied insurance in the Israeli Insurance College. Efraim Sheratzky owns together with Yigal Shani, Tzivtit Insurance
Agency (1998) Ltd. Efraim Sheratzky served as our director from 1999 and until 2005. Efraim Sheratzky is the brother of Izzy
Sheratzky and the uncle of Eyal, Nir and Gil Sheratzky and father of Ms. Tal Sheratzky-Jaffa.
Eyal Sheratzky has served as a director of our company since its acquisition from Tadiran in 1995 and as a Co-Chief Executive
Officer since 2003. Prior to 2003, he served as an alternate Chief Executive Officer of our company in 2002 and as Vice President of
Business Development during the years 1999 through 2002. Mr. Sheratzky also serves as a director of Moked Ituran and certain of our
other subsidiaries, including Ituran Network. From 1994 to 1999, he served as the Chief Executive Officer of Moked Services,
Information and Investments and as legal advisor to several of our affiliated companies. Mr. Sheratzky holds LLB and LLM degrees
from Tel Aviv University School of Law and an Executive MBA degree from the Kellogg School of Management at Northwestern
University, USA. Mr. Sheratzky is the son of Izzy Sheratzky and the brother of Nir and Gil Sheratzky and nephew of Effraim
Sheratzky.
Nir Sheratzky has served as a director of our company since its acquisition from Tadiran in 1995 and as a Co-Chief Executive
Officer since 2003. Prior to 2003, Mr. Sheratzky served as an alternate Chief Executive Officer of our company from 1995 to 2003.
Mr. Sheratzky is also a director in Moked Ituran. He holds BA and MA degrees in Economics from Tel Aviv University. Nir is the son
of Izzy Sheratzky and the brother of Eyal and Gil Sheratzky and nephew of Effraim Sheratzky.
Gil Sheratzky serves as a director of our company and since 2013 as our International Activity and Business Development
Officer. Mr. Sheratzky has been serving since January 23, 2007 as the Chief Executive Officer of our subsidiary, E-Com Global
Electronic Commerce Ltd. From 2003 and until 2013 Mr. Sheratzky served as our advertising officer. During the years 2000 - 2001
Gil worked in our control center, and during the years 2001 - 2002 he worked in an advertising agency. Mr. Sheratzky holds a BA in
Business Administration from the Herzliya Interdisciplinary Center, and an MBA degree from the Booth School of Business at
Chicago University, USA. Nir Sheratzky is the son of Izzy Sheratzky and the brother of Eyal Sheratzky and Nir Sheratzky and
nephew of Effraim Sheratzky.
Yoav Kahane has served as director of our company since 1998. Mr. Kahane is serving as the Chief Executive Officer of Spot-On
Therapeutics Ltd., a startup company that develops a non-invasive brain stimulation technology for the treatment of dizziness and
ADHD. During 2006-2014, Mr. Kahane has worked for Enzymotec in various managerial positions including Director of Business
Development, VP Sales & Marketing, Infant Nutrition Business Unit Manager, Chief Executive Officer and Chairman of Advanced
Lipids AB, a joint venture of AAK AB and Enzymotec, specializing in nutritional ingredients to the infant nutrition industry. During
the years 2004-2005, Mr. Kahane served as Vice President of Sales and Marketing in Elbit Vision Systems Ltd. During the years 2001
and 2002, he served as Manager of Business Development in Denver Holdings and Investments Ltd. In 2000, Mr. Kahane established
Ituran Florida Corp. and served as its Chief Executive Officer until 2001. Mr. Kahane holds a BA degree in Life Sciences form Tel-
Aviv University, a BA degree in Insurance and an MBA degree from the University of Haifa. Yoav Kahane is the son of Professor
Yehuda Kahane.
47
Yigal Shani has served as a director of our company since its acquisition from Tadiran in 1995. Mr. Shani is an insurance agent
and a partner in the insurance agency Tzivtit Insurance Agency (1998) Ltd. together with Efraim Sheratzky, which provides insurance
services to our company. Mr. Shani, has resigned on March 13, 2014 in order to allow compliance with the provisions of the Israeli
Companies Law, which require that the board of directors to include at least one female and was reappointed on February 9, 2015 to
replace Mr. Avner Kurz, as a Class B Director.
Israel Baron has been serving as an external director of our company since 2003 and is the Chairman of our board’s committees.
Mr. Baron serves as a director in Poalim Trust Services Ltd., a fully owned subsidiary of Bank Hapoalim Ltd. In addition, Mr. Baron
has been serving as Chief Executive Officer of several public sector employee retirement and saving plans since 2003. Prior to 2003,
Mr. Baron managed an organizational consulting firm, served as an investment manager in the Isaac Tshuva group during the years
1999 to 2001 and as Chief Executive Officer of Gmulot Investment Company Ltd. Mr. Baron serves as a director of Quality Baron
Management Services Ltd. and until 2004 he served as a director of Brill Shoe Industries Ltd. Mr. Baron is a certified CPA and holds
a BA degree in Economics and Accounting from the Bar-Ilan University in Ramat-Gan, Israel. Israel Baron was reelected on
December 15, 2014 for additional 3 year term to serve as external director.
Gidon Kotler is an external director of our company. He was nominated on April 30, 2014. Prior to his retirement on 2016, Mr.
Kotler has been serving as the assets manager of Strauss-Group Ltd., one of Israel’s largest public companies, since 1997. Prior to
that, Mr. Kotler has served for 3 years as the chief executive officer of the Tel-Aviv New Central Bus Station, and for 14 years as the
chief executive officer of the Dizengof Center’s management company. Mr. Kotler has served as an external director of Elran Real
Estate Ltd. from 2007 until 2010.
Ms. Tal Sheratzky -Jaffa was appointed as a member of the board, and serves as a Class A director until December 25, 2016. Ms.
Sheratzky-Jaffa is a partner at the High Tech and Venture Capital Department of the law firm Amit, Pollak, Matalon and Co.(APM),
specializing in the fields of mergers and acquisitions, venture capital and private equity investments, fund formation, high-tech and
corporate governance. Prior to joining APM, Ms. Sheratzky-Jaffa was an associate at the New York offices of the international law
firm Akin Gump Strauss Hauer & Feld. Ms. Sheratzky-Jaffa holds LL.B and B.A degrees in Economics from Haifa University and
LL.M degree from Columbia University (New York) and is a member of the Israeli Bar Association and the New York State Bar. Ms.
Sheratzky-Jaffa is the nephew of Izzy Sheratzky and the cousin of Eyal, Nir and Gil Sheratzky and the daughter of Efraim Sheratzky.
Ami Saranga has been serving as the Deputy Chief Executive Officer of our company since 2011. Prior to that Mr. Saranga
served as our VP Marketing since 2008. Prior to 2008, Mr. Saranga managed the SME division of Pelephone Communications Ltd.,
one of Israel’s largest telecommunication network operators. Mr. Saranga holds a BA degree in Business Administration from Ruppin
Academic Center, Israel.
Eli Kamer has served as Executive Vice President, Finance and Chief Financial Officer of our company since 1999, after serving
as its Finance Department Manager since 1997. Prior such date, Mr. Kamer worked as an accountant in Fahn Kanne & Co., our
independent registered public accountant. Mr. Kamer is a CPA and holds a BA degree in Business Administration from the Israel
College of Management and an MBA degree in business administration from Bar Ilan University.
Guy Aharonov has served as our in-house legal counsel since 1999. Prior to joining our company, he has worked as an attorney in
Cohen Lahat & Co. Mr. Aharonov holds LLB and LLM degrees from Tel Aviv University.
48
Udi Mizrahi has served as our VP Finance since 2000. Mr. Mizrahi is a CPA and holds a BA degree in accounting and economics
from Ruppin Academic Center, Israel.
Our articles of association provide for staggered three-year terms for all of our directors (except our external directors, who are
elected in accordance with the provisions of the Israeli Companies Law). The directors on our board (excluding the external directors)
are divided into three classes, and each class of directors serves for a term of three years, as follows: Nir Sheratzky, Yigal Shani and
Yehuda Kahane (class B), who were re-elected on November 9, 2017; Izzy Sheratzky, Gil Sheratzky and Zeev Koren (class C), who
were re-elected on December 24, 2015; and Eyal Sheratzky, Efraim Sheratzky, Tal Sheratzky-Jaffa and Yoav Kahane (class A), who
were re-elected on December 28, 2016. This classification of the board of directors may delay or prevent a change of control of our
company.
On December 28, 2016, an annual general shareholders meeting approved the extension of the term of Mr. Gideon Kotler, our
external director, for additional three years (beginning April 30, 2017). On December 21, 2017, an annual general and special
shareholders meeting approved the re-election of Mr. Israel Baron, our external director, for additional three years.
Shareholders Agreement and Articles of Association of Moked Ituran Ltd.
On May 18, 1998, a shareholders agreement was entered into between Moked Ituran Ltd. and each of its shareholders, Moked
Services, Information, Management and Investments Ltd. (38%), F.K. Generators and Equipment Ltd. (26%), Yehuda Kahane Ltd.
(26%), Gideon Ezra, Ltd. (2.5%), T.S.D. Holdings Ltd. (3.75%) and G.N.S. Holdings Ltd. (3.75%). On May 18, 1998, Moked’s
articles of association were amended to incorporate some of the provisions of the shareholders agreement as well as other provisions
governing the relationship of its shareholders. The Moked articles were amended again on September 6, 2005 to correspond to an
amendment to the shareholders agreement that was entered into on such date. On September 17, 2014, F.K. Generators and Equipment
Ltd rights and obligations in the shareholders agreement were terminated following the execution of their right to sell their portion in
our shares as was defined in the terms of the second amendment of Moked shareholder agreement.
Gideon Ezra, Ltd. is a company wholly owned by Mr. Doron Ezra. Moked Services, Information, Management and Investments is
a company owned by A. Sheratzky Holdings Ltd. (a company controlled by Izzy Sheratzky, 93%, and in which each of Eyal
Sheratzky and Nir Sheratzky, Co-CEO’s of Ituran and directors, holds 3.5%). Yehuda Kahane Ltd. is a company owned by Professor
Kahane and Rivka Kahane. T.S.D. Holdings is a company controlled by Efraim Sheratzky. G.N.S. Holdings is a company controlled
by Yigal Shani.
The shareholders agreement (as amended) and Moked’s amended articles of association provide as follows:
Prior to the time a shareholders meeting of our company takes place, a separate meeting of the shareholders of Moked will be
convened.
At the Moked shareholders meeting, all matters included in our meeting’s agenda will be discussed and voted on.
The required quorum in the Moked meeting will be any number of shareholders actually present. The resolutions will be adopted
by a majority of the votes present and voting, based on the relative shareholdings in Moked, with the exception of Moked
Services, Information, Management and Investments, which is entitled to 41.5% of the voting rights.
49
With respect to director elections, every Moked shareholder holding at least 3.5% of Moked’s shares is entitled to designate one
director in our annual shareholders meeting. Each Moked shareholder holding over 10% of Moked’s shares may nominate an
additional director for every additional 10% of Moked shares held by him or her in excess of the initial 10%. For the purpose of
nominating additional directors, shareholdings may be aggregated.
Upon the expiration of the term of office of our class A directors, each of Moked Services, Information and Investment, provided
it holds at least 40% of the voting rights (together with the 3.5% of the voting rights held by F.K. Generators and Equipment),
Yehuda Kahane Ltd., provided it holds at least 20% of the voting rights, F.K. Generators and Equipment, provided it holds at least
20% of the voting rights, and Yigal Shani or G.N.S. Holdings, provided either of them holds at least 3.5% of the voting rights,
shall be entitled to require Moked to appoint one director to class A. Upon the expiration of the term of office of our class B
directors, each of Moked Services, Information and Investment, provided it holds at least 40% of the voting rights (together with
the 3.5% of the voting rights held by F.K. Generators and Equipment), and Yehuda Kahane, provided it holds at least 20% of the
voting rights, and F.K. Generators and Equipment, provided it holds at least 20% of the voting rights, shall be entitled to require
Moked to appoint one director to class B. Upon the expiration of the term of office of our class C directors, (i) Moked Services,
Information and Investment, provided it holds at least 36.5% of the voting rights shall be entitled to require Moked to appoint two
directors and (ii) Efraim Sheratzky or T.S.D. Holdings, provided either of them holds at least 3.5% of the voting rights, shall be
entitled to require Moked to appoint one director to class C.
Moked has agreed to vote all of its shares at our shareholders meetings in accordance with the resolutions adopted at the Moked
shareholders meeting or, with regard to director elections, as described above. In the event of a tie with respect to a certain issue,
Moked has agreed to vote its shares against the relevant resolution at our shareholders meeting.
Moked’s shareholders have a right of first refusal on any sale of our shares by Moked. This right does not apply to open market
sales by Moked of up to 2% of the issued share capital of our company in any given calendar year.
According to Moked’s articles of association, each of the shareholders of Moked may direct Moked to dispose of a portion of
Moked’s holdings in our company that corresponds to such shareholders’ proportional holdings in Moked and to distribute the
proceeds of such disposition to such directing shareholders.
This shareholders agreement is in effect only for as long as Moked holds at least 15% of our issued and outstanding share capital.
B.
COMPENSATION
The aggregate direct compensation we paid to our directors who are not officers for their services as directors as a group for the
year ended December 31, 2017 was approximately $253,000. Directors are reimbursed for expenses incurred in connection with their
attendance of board or committee meetings. The compensation payable to external directors is determined in accordance with
regulations promulgated under the Israeli Companies Law. See Item 6.C - Board Practices under the caption “External directors”
below. Our audit committee and board of directors approved compensation for Mr. Ze’ev Koren, for serving as the Chairman of our
board of directors, and for Mr. Yoav Kahane, for serving as a member of our board committees, such that they shall be compensated
in the same manner as our external directors are compensated, annually and per meeting, in accordance with the Companies
Regulations (Rules for the Compensation and Expenses of an External Director), 2000-5760. In 2017, we paid the sum of NIS428,000
(approximately $119,000) to our external directors, NIS 200,000 (approximately $55,000) to Mr. Ze’ev Koren, NIS162,000
(approximately $45,000) to Mr. Yoav Kahane, NIS 120,000 (approximately $ 33,000) to Ms. Tal Sheratzky-Jaffa.
50
We do not have any agreements with directors providing for benefits upon termination of their respective services as such.
The aggregate cost to the Company of the compensation to our Co-Chief Executive Officers in 2017 were $3.9 million. The
aggregate compensation paid to all of our officers as a group during 2017 was approximately $11.9 million. In 2017 we paid an
aggregate amount of $65,000 to one director who provided us with services. The above compensation amounts include amounts
attributable to automobiles made available to our officers and other fringe benefits commonly reimbursed or paid by companies in
Israel. Employee directors do not receive additional fees for their services as directors.
The following table sets forth the breakdown of the compensation of our 5 highest paid officers in 2017 according to our 2017
financial reports:
Management
fees
Social
Wage
components Car value
Bonus
(results based)
Bonus (Share
yield based) Total
Compensation components (in thousand US Dollars)
Izzy Sheratzky (President) .................
Eyal Sheratzky (Co-Chief Executive
Officer) .........................................
Nir Sheratzky (Co-Chief Executive
Officer) .........................................
Gil Sheratzky (CEO of our
Subsidiary. International Activity
and Business Development
Officer) .........................................
Ami Saranga (Deputy Chief
Executive Officer) .........................
Total of our 5 highest paid officers ....
-
-
731
568
568
406
1,075
625 2,431
875
875
486 1,929
486 1,929
625
347 1,378
2,273
213
213
47
47
43
43
80
3,530
-
383
1,944 8,050
During 2017, we set aside $491,000 for the benefit of our officers for pension, retirement or similar benefits. We do not set aside
any funds for the benefit of our directors who are not employees for any pension, retirement or similar benefits.
All numbers in this section are rounded to the nearest thousand.
During 2017, Messrs. Izzy Sheratzky, Eyal Sheratzky, Nir Sheratzky and Gil Sheratzky provided their services as President, Co-
Chief Executive Officers and CEO of our Subsidiary & International Activity and Business Development Officer respectively, as
independent contractors pursuant to services agreements, which were adopted by our shareholders meeting in January 2014, which
terms correspond to our compensation policy as described below. Such agreements were extended subject to the approval of our next
general shareholders meeting, for additional three years, with accordance to the provisions of Israeli Company Law and Israeli
Companies Regulations (Relaxations in Transactions with Interested Parties) 5760-2000, and were approved accordingly by our
compensation committee and our board of directors on February 26, 2017.
On November 9, 2017 our annual general meeting of shareholders approved the extension of service agreements as independent
contractors, of Messrs. Izzy Sheratzky, Eyal Sheratzky, Nir Sheratzky and Gil Sheratzky for a period of additional three years.
51
For further details concerning such terms of service, please see Item 7.B – Related Parties Transactions under the caption
“Transactions with our directors and principal officers.”
In 2006, our compensation committee has devised a bonus scheme pursuant to which some of our officers and employees
received shares of our profit before tax on a consolidated basis, based on their seniority, level of global and domestic involvement,
contribution to our operations and other criteria set by the compensation committee. In 2010, our compensation committee resolved
that additional managers shall be entitled to receive bonuses under this bonus scheme and that some of the grantees should continue to
receive a bonus based on our consolidated results and some should receive a bonus based only on our solo financial statements.
During 2017, we paid a total of $958,000 to our officers and employees pursuant to the above bonus schemes.
Our compensation policy for office holders
In December 2012, amendment no. 20 to the Israeli Companies Law became effective. Among other things, this amendment
requires Israeli public companies to set forth their policy regarding their office holders’ terms of office, including fixed compensation,
target-based incentives, equity awards, severance and other benefits. The amendments also set forth the considerations that should be
applied when devising a compensation policy for office holders.
The term “office holder” is defined in the Israeli Companies Law, to mean the chief executive officer, chief business officer,
deputy chief executive officer, vice chief executive officer, any other person fulfilling such position even if his title is different, as
well as a director or a manager directly subordinate to the chief executive officer.
The compensation policy must be approved every three years by the board of directors, after considering the recommendations of
the compensation committee; and generally requires the approval of the company’s general meeting of shareholders by a special
majority of shareholders who are not controlling shareholders and who do not have a personal interest in the approval of the policy; or,
alternatively, that the non-controlling shareholders and shareholders who do not have a personal interest in the matter who are present
and vote against the policy hold two percent or less of the voting power of the company.
The compensation policy does not intend to amend any officer’s existing terms of office; nor to bestow any officer with a right to
receive the compensation, or any element thereof set forth therein. However, generally, once the compensation policy is approved, all
future terms of service of office holders should conform to its provisions. The specific terms of office of each officer shall be
separately determined in accordance with the relevant provisions of the Israeli Companies Law and the regulations promulgated
thereunder.
Our general shareholders meeting approved our compensation policy for office holders on October 31, 2013, and on November 7,
2016 approved a renewal and several minor amendments in our compensation policy (in order to reflect several changes in Israeli
Company Law). The policy applies to office holders of the Company (see definition above), who serve as the Company’s President,
Chief Executive Officer(s) and other executives who are deemed office holders of the Company, as well as office holders of the
Company’s Israeli wholly owned subsidiaries, provided they report to the chief executive officer. The policy also applies to directors
of the Company.
Our compensation policy for office holders was formulated in view of our belief that our business success is the result of the
excellence of our human resources and their devotion to the achievement of our company’s goals. Therefore, it is aimed at offering
our officers with a competitive compensation package that will align their incentives with those of our company and our shareholders,
and at motivating them to achieve the goals of our company, while avoiding undue pressure to take excessive risks. Among other
factors, our compensation committee and board of directors have considered, as required by amendment no. 20 to the Israeli
Companies Law and as reflected in the policy: (a) the advancement of the company’s goals, its business plan and its policy with a
long-term view; (b) the creation of appropriate incentives for office holders, considering the company’s risk management policy; (c)
the size of the company and the nature of its business; (d) with respect to variable components of the terms of office – the contribution
of the office holders to the achievement of the company’s goals and to the maximization of its profits, with a long-term view and in
accordance with the position of the office holder.
52
The compensation policy incorporates all matters required to be included in a compensation policy as mandated by amendment 20
to the Israeli Companies Law, including (without limitation): (a) the requirement to consider the office holders’ education, skills,
professional experience, expertise, position and past compensation agreements; (b) consideration of the ratios between overall
compensation of the officers and the average and median salary of the other employees of the Company; (c) the board’s right to reduce
variable compensation; (d) the determination of a maximum period for advanced and transition periods upon termination of services;
(e) basing variable components of compensation on key performance indicators and on measurable criteria; (f) determining the ratio
between fixed and variable components of compensation and setting forth caps on the amount of variable compensation payable; and
(g) a claw-back provision with respect to restatements of financial statements. For further details, see our full compensation policy for
office holders, which is filed herewith as Exhibit 4.24 under Item 19 – Exhibits.
C.
BOARD PRACTICES
Board of Directors
Pursuant to our articles of association as presently in effect, our board of directors generally consists of twelve directors, including
at least three independent directors in accordance with the listing rules of Nasdaq concerning the composition of audit committees, of
whom two directors are external directors as required by Israeli law. Our independent directors, as such term is defined under the
Nasdaq listing rules, are Mr. Baron, Mr. Kotler, Mr. Koren, Mr. Yoav Kahane and Ms. Tal Sheratzky - Jaffa, Pursuant to our articles
of association, other than the external directors, for whom special election requirements apply (see “External directors” below), our
directors are elected, and may in certain circumstances be removed, by the majority of our shareholders. However, see Item 6.A –
Directors and Senior Management for a description of our staggered board and the shareholders agreement and articles of association
of Moked Ituran Ltd. Our board of directors may at any time and from time to time appoint any other person as a director to fill a
vacancy until the general meeting of shareholders in which the term of service of the replaced director was scheduled to expire.
Pursuant to the Israeli Companies Law, our chairman convenes and presides over the meetings of the board. In addition, any two
directors may convene a meeting of the board of directors, as well as a director who becomes aware of a company’s matter that
allegedly involves a breach of the law or an improper business conduct. A quorum consists of a majority of the members of the board,
and decisions are taken by a vote of the majority of the members present. Our articles of association provide that such quorum will in
no event be less than two directors.
We are incorporated in Israel and are therefore subject to the provisions of the Israeli Companies Law, including certain corporate
governance provisions. Our ordinary shares are listed on the Nasdaq Global Select Market (Our shares were delisted from the Tel
Aviv stock exchange on May 25, 2016, for additional information see Item 9.A – Price History of Our Shares), and we are therefore
subject to certain provisions of the Israeli securities laws, the U.S. securities Law and the Nasdaq listing rules. See also Item 16.G. –
Corporate Governance below for additional information concerning our compliance with the Nasdaq listing rules and exemptions
therefrom.
According to our Articles of Association, some of our officers and employees (including the chairman of our board and at least
one third member of the Board) should be citizens and residents of Israel and receive clearance approval from the Israeli General
Security Service. All the members of our board comply with these requirements.
On February 26, 2017 our board has adopted an Internal Compliance policy, which following review of our internal process
included a comprehensive update of our internal regulations and codification of our internal regulations, all pursuant to the applicable
Israeli laws.
53
External directors
Under Israeli law, the board of directors of companies whose shares are publicly traded are required to include at least two
members who qualify as external directors. External directors are to be elected by a majority vote at a shareholders’ meeting, provided
that either:
such majority includes at least the majority of the shares held by all non-controlling shareholders or those having personal interest
in the nomination, except personal interest which is not resulting from connections with controlling shareholders, present and
voting at such meeting; or
the total number of shares voted against the election of the external director and held by shareholders other than controlling
shareholders or those having personal interest in the nomination, except personal interest which is not resulting from connections
with controlling shareholders, must not exceed 2% of the shares whose holders are entitled to vote at any meeting of shareholders.
External directors are generally elected to serve an initial term of three years and may be re-elected to serve in that capacity for
two additional three-year terms; however, companies whose securities are listed on recognized foreign exchanges, such as Nasdaq,
may extend the service terms of their external directors for additional unlimited terms, each of no more of than three years , subject to
the approval of the audit committee and the board of directors that such extension is for the benefit of the company in view of the
directors’ expertise and special contribution to the operation of the board and its committees and these reasons together with the term
served by the external director were presented to the shareholders prior to their approval (see the Israeli Companies Regulations
(Allowances for Companies with Securities Listed on an Exchange Outside Israel), 2000-5760). The appointment of an external
director for additional terms may be brought for the approval of the shareholders either by the board of directors or by a shareholder
that holds at least 1% of the company’s voting rights, provided that the nominee is not a related or competing shareholder (as defined
below) or a relative thereof, at the time of the appointment, and does not have an affinity to such shareholder (as defined below) at the
time of the appointment or the two years preceding such appointment. The term “related or competing shareholder” means the
shareholder who proposed the appointment or a 5% shareholder of the company if, at the time of the appointment, his controlling
person or a company controlled by either of them, has business relations with the company, or if he, his controlling person or a
company controlled by either of them are competitors of the company. The term “affinity” means the on-going existence of work
relationship, business or professional relationship or control and the service as an officer.
External directors may generally be removed from office by the same majority of shareholders required for their election or by a
court, in each case, only under limited circumstances, including if they cease to meet the statutory qualification for their appointment
or violate the duty of loyalty to the company.
If at the time of the appointment of an external director, all directors who are not controlling persons or their relatives are of the
same gender, then the elected external director must be of the other gender.
Each committee of the board of directors that is vested with an authority of the board must include at least one external director,
except that the audit committee and compensation committee must include all external directors then serving on the board of directors.
The Israeli Companies Law prohibits external directors from receiving, directly or indirectly, any compensation other than for services
as an external director pursuant to the provisions and limitations set forth in the applicable regulations promulgated under the Israeli
Companies Law.
Israeli law provides that a person is not qualified to serve as an external director if he is a relative (as defined in the Israeli
Companies Law) of the company’s controlling person, or if, at the time of his/her appointment and/or at any time during the two years
preceding his or her appointment, that person, a relative, partner or employer of that person, or any entity under that person’s control,
has or has had an affinity (as defined above) to the company, its controlling person or its relative or to any entity that, as of the date of
appointment, or at any time during the two years preceding that date, is controlled by the company or by its controlling person. In
addition, no person may serve as an external director if that person’s professional activities create, or may create, a conflict of interest
with that person’s responsibilities as a director or otherwise interfere with that person’s ability to serve as a director; and, a person
already serving as a director of one company may not be appointed as an external director of the company if at that time a director of
the company is serving as an external director of the first company. In addition, a company, controlling shareholder and any other
entity controlled by the controlling shareholder may not grant to such external director, its spouse or child, any benefits, directly or
indirectly, and the external director, its spouse or child may not be appointed to serve in any position, may not be employed by and
may not, directly or indirectly, render any professional services to the company, such controlling shareholder or any other entity
controlled by the controlling shareholder, during the first two years following such external director’s termination of tenure of office,
and with respect to a relative who is not the external director’s spouse or child – during the first year following such termination.
54
Mr. Israel Baron is now serving his sixth term as an external director of the Company, who was reelected on of December 21,
2017 for a term of 3 years. Mr. Gideon Kotler was appointed on April 30, 2014 by an extraordinary shareholders meeting as our new
external director, following the death of our former external director, Dr. Orna Ophir, in January 2014 and was reelected by our
general shareholders meeting on December 28, 2016, for his second term, of additional 3 years term starting from April 30, 2017.
Audit committee
Under Israeli law, the board of directors of a public company must appoint an audit committee. The audit committee must
comprise of at least three directors, including all of the external directors and the chairman of the audit committee must be an external
director. In addition, the majority of the members of the audit committee must be independent directors. Under the Israeli Companies
Law, a director is considered “independent” if he/she is an external director or if he/she meets the qualifications of an external
director, has not served as a director of the company for over 9 consecutive years, and has been classified as such. The audit
committee may not include the chairman of the board, any director who is employed by the company or regularly provides services to
the company (other than as a board member), a controlling shareholder or any relative of such person. All audit committee decisions
must be approved by a majority of the committee members of which the majority of members present are independent directors.
Furthermore, a person who is not eligible to serve on the audit committee is restricted from participating in its meetings and votes,
unless the chairman of the audit committee determines that such person’s presence is necessary in order to present a certain matter,
provided however, that the company employees who are not controlling shareholders or relatives of such shareholders may be present
in the meetings but not in the actual votes and likewise, company counsel and secretary who are not controlling shareholders or
relatives of such shareholders may be present in meetings and decisions of such present is requested by the audit committee.
Our audit committee must also meet the requirements of the Nasdaq listing rules concerning audit committees.
Our board of directors has formed an audit committee that is empowered, among other things, to exercise the powers of the board
of directors concerning our accounting, reporting and financial control practices. Our audit committee operates in accordance with a
charter, which complies with the provisions of the Israeli Companies Law and the Nasdaq listing rules. The members of the audit
committee are currently Messrs. Israel Baron, Gideon Kotler and Yoav Kahane, all of whom are independent as required of members
of the audit committee under the Nasdaq listing rules. Mr. Gideon Kotler was appointed on April 30, 2014 to replace Dr. Orna Ophir
who passed away in January 2014. Our board of directors has determined that Mr. Israel Baron possesses financial sophistication as
required by Rule 5605(c)(2) under the Nasdaq listing rules, and that both Mr. Baron and Mr. Kotler possess accounting and financial
expertise as defined by Israeli regulations.
Pursuant to the Israeli Companies Regulations (Provisions and Conditions regarding the Financial Statements’ Authorization
Process), 2010, a reporting entity, except for a reporting entity that is subject to Chapter E(3) of the Israeli Securities Act, is required
to establish a committee of the board of directors for the examination of financial statements. Since we are a reporting entity under
Chapter E(3), we are not obliged to constitute a committee for the examination of financial statements; and therefore, commencing
with the financial statements for the first quarter of 2013, we ceased holding meetings of the examination of financial statements
committee; and instead, our audit committee considers the financial statements prior to their approval by the board.
55
Pursuant to the 22nd amendment in the Israeli Company law, which was set to define new rules to approve transaction of the
public company with its controlling shareholders, or the transaction in which the controlling shareholder has interest. The law requires
from our Audit committee to set up rules to define the criteria for classification of transactions, which are neither Insignificant
Transactions nor extraordinary transactions, and their procedures of approval that will be determined per each year in advance. In
addition, the law requires from the Audit Committee to set methods of examining transactions with the controlling shareholders, in
order to enable their classification and their comparison to the conditions in the free market. The Audit Committee resolved on
September 29, 2014 as follows:
1. Transaction that is neither extraordinary, nor insignificant.
Definition: the relevant criteria that is calculated for the transaction is such transaction which is higher than 0.25% of the
equity of the company according its last combined financial reports, or higher than 1% of average net revenue of the past 3
years of the company in their absolute value, in the last 2 calendar years prior to the date of the transaction is being reported
according the last financial report of the company.
Methods of approval: approval by the senior management of the company (from vice chief executive officer and higher) and
report to the Board. The following transactions will require also the approval of the Audit Committee:
(1) Transaction which is higher than 4.5% of the equity of the company according its last combined financial reports which
were published prior to the approval of the transaction.
2.
(2) Transaction that involves risks or significant exposure beyond mere monetary liabilities or obligations.
(3) Transaction in which the company enters a new activity field or exits from an existing activity field.
Insignificant transaction:
Definition: such transaction which is not higher than 0.25% of the equity of the company according its last combined
financial reports oris not higher than 1% of average net revenue of the past 3 years of the company in their absolute value, in
the last 2 calendar years prior to the date of the transaction is being reported according the last financial report of the
company.
Methods of approval: Approval by the management of the company or by the in charged officer in the company (vice chief
executive officer, other officer or other in charged body in the company according the decisions of the company).
3. General rules:
(1) Any transaction with a controlling shareholder or any transaction that a controlling shareholder has an interest in, will be
brought before the Audit Committee, which will determine its type and decide on case by case basis on defining it as an
insignificant transaction or other kind of transaction, and will decide on its review and on its approval.
(2) According the adopted criteria, transactions with Tzivtit Insurance Agency (1998) Ltd. and with Rinat Yogev Nadlan
Ltd. shall be classified as Insignificant transactions. If the extent of such transactions will remain similar during the
following years, our management shall be deemed qualified to approve such transactions and to report them to the Audit
Committee.
(3) Every year the criteria for classifying transactions as set up above shall be brought for reapproval by the Audit
Committee.
Compensation committee
The Israeli Companies Law mandates the appointment of a compensation committee comprising of at least three directors. The
compensation committee must include all of the external directors, who shall constitute the majority of the members thereof, and its
remaining members shall be directors whose terms of service comply with the provisions promulgated concerning the remuneration of
external directors. The chairman of the committee must be an external director. The members of the Compensation committee are
currently Israel Baron, Gideon Kotler and Yoav Kahane. Mr. Gideon Kotler was appointed on April 30, 2014 to replace Dr. Orna
Ophir who passed away in January 2014. All members of our compensation committee are independent directors as defined by the
Nasdaq listing rules, and all of whom meet the composition requirements under the Israeli Companies Law. Since February 2016, the
Israeli Companies Law permits that Audit Committee can serve also as a Compensation committee, provided that it will comply with
requirements of the Compensation Committee as explained above.
56
Under the Israeli Companies Law, the compensation committee is responsible for: (i) making recommendations to the board of
directors with respect to the approval of the compensation policy for office holders and any extensions thereto; (ii) periodically
reviewing the implementation of the compensation policy and providing the board of directors with recommendations with respect to
any amendments or updates thereto; (iii) reviewing and resolving whether or not to approve arrangements with respect to the terms of
office of office holders; and (iv) determining whether or not to exempt a transaction with a candidate for chief executive officer from
shareholders approval.
Furthermore, our compensation committee oversees, on behalf of the Board, the management of Ituran’s compensation and other
human resources-related issues and otherwise carries out on behalf of the Board its responsibilities relating to these issues. The
committee is responsible for establishing annual and long-term performance goals and objectives for our executive officers. In
addition, as required under the Nasdaq listing rules, our compensation committee is responsible for the appointment, compensation
and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the committee; and may retain
such advice only after taking into account the considerations set forth in the Nasdaq listing rules in this respect. Our compensation
committee operates in accordance with a charter, which complies with the provisions of the Israeli Companies Law and the Nasdaq
listing rules.
According to our compensation committee charter, the compensation committee, among its other duties, is responsible on
reviewing the disclosure in this form which concerns the Compensation Policy and the sections describing the Terms of Service of
Officers, controlling persons and their relatives.
Internal auditor
Under the Israeli Companies Law, the board of directors of a public company must appoint an internal auditor nominated by the
audit committee. An internal auditor may not be:
a person (or a relative of a person) who holds more than 5% of the company’s shares or voting rights;
a person (or a relative of a person) who has the power to appoint a director or the general manager of the company;
an executive officer, director or other affiliate of the company; or
a member of the company’s independent accounting firm.
The role of the internal auditor is to examine, among other things, the compliance of the company’s conduct with applicable law
and orderly business procedures. Our internal auditor is Simon Yarel, CPA, who has served as our internal auditor since January 1999.
D.
EMPLOYEES
The following table sets forth the total number of our employees at the end of each of the past three years, and a breakdown of
such employees by main category of activity and by geographic location:
Year Ended December 31,
2016
2015
2017
By area of activity:
Control Center ..................................................................................................................................................................................................
Research and Development ...............................................................................................................................................................................
Sales and Marketing ..........................................................................................................................................................................................
Technical support and IT ...................................................................................................................................................................................
Finance, Administration and Management .........................................................................................................................................................
Private enforcement and operations ...................................................................................................................................................................
Manufacturing ..................................................................................................................................................................................................
Total ................................................................................................................................................................................................................
395
40
103
305
248
408
101
1,600
379
39
125
296
232
393
80
1,544
460
51
104
346
260
366
131
1,718
By geographic location (out of total):
Israel ................................................................................................................................................................................................................
Brazil ................................................................................................................................................................................................................
Argentina ..........................................................................................................................................................................................................
United States .....................................................................................................................................................................................................
762
626
175
37
843
694
146
35
719
612
182
31
Total ................................................................................................................................................................................................................
1,600
1,544
1,718
57
We consider our relations with our employees to be satisfactory and have no ongoing major labor disputes or material labor-
related litigation. Our employees are subject to local labor laws and regulations, which in some countries are more stringent than
others. Some of our senior executives also have employment agreements that may grant them rights in excess of those provided by the
applicable laws.
Israel
Our employees in Israel are subject to Israeli labor laws and regulations and employment customs. The applicable labor laws and
regulations principally concern matters such as paid annual vacation, paid sick days, length of the workday, payment for overtime and
severance pay. Israeli law generally requires severance pay equal to one month’s salary for each year of employment upon retirement
or death of an employee or termination of employment without cause. Furthermore, Israeli employees and employers are required to
pay predetermined sums to the National Insurance Institute, which is similar to the United States Social Security Administration. Since
January 1, 1995, these amounts also include payments for national health insurance.
Israeli labor laws impose on employers increased liability, including monetary sanctions and criminal liability, in cases of
violations of certain labor laws and certain violations by contractors providing maintenance, security and cleaning services.
Brazil
Our employment agreements in Brazil are subject to Brazilian labor laws and regulations, to collective labor agreements or
bargaining arrangements with unions and contract. The laws and regulations in Brazil govern almost all aspects of an employment
relationship and do not leave much room to be negotiated with the employee. Still, employment contracts create obligations to the
parties if they are in compliance with the law. The Labor Code mainly governs the employees’ right to paid annual vacation, paid sick
days, the maximum length of a workday, minimum payment for overtime and statutory severance pay. Brazilian law generally
requires severance pay equal to 50% of the balance of the employee’s FGTS account (a mandatory fund to guarantee severance and
unemployment). The FGTS can also be withdrawn when the employee retires, dies or his employment is terminated without cause,
among others. Brazilian employers are required to purchase health insurance for employees only in the event it is set forth by the
applicable collective labor agreement, contract or company policy, and are required to cover employees’ food and travel costs
whenever a business trip is required, and to make deposits into a Guarantee Severance Fund (the so-called “FGTS”). Furthermore,
Brazilian employees and employers are required to make contributions to the National Insurance Institute (“INSS”), similar to the
United States Social Security Administration. Our collections to the National Insurance Institute amount to 34.8% to 39.8% of the
payrolls, out of which 8% to 11% (limited to R$5,645.80 of individual salary) corresponds to contributions by the employees deducted
from salaries and 26.8% is the fixed part we pay. Our contribution of 26.8% includes mandatory contribution to the Public Insurance
for Labor Accidents and Diseases (SAT). According to Decree Law 6957/2009 such portion, which varies from 1% to 3% of payroll,
should be multiplied by another factor (FAP) from 0.5 to 2 in order to reduce or increase our burden to reflect statistics of
occupational accidents and diseases in our business.
58
All of our employees in Brazil, excluding the chief executive officer, some directors (VPs) and three managers, are represented by
a labor union and the employees’ mandatory contributions to their union are paid by us. The law no. 13.467/2017, which entered into
force on November 11, 2017, made the labor union contribution optional (i.e., discounted only upon the employees’ consent).
Argentina
Our employees in Argentina are subject to Argentine labor laws and regulations and other special practices and employment
customs. The laws and regulations in Argentina control all aspects of labor relations and designate a general Employment Contract
with which all employees and employers must comply. This general Employment Contract adopts by reference the provisions of the
Labor Law which principally concerns matters such as paid annual vacation, paid sick days, the length of the workday, and payment
for overtime and severance pay. Argentinean law generally requires severance pay equal to one month per year of service upon the
termination of employment without a justified cause. Argentine employers are also required to contribute for the following items: (a)
Pension funds 21% which will decrease in next years (*as describe in the table below) (b) health insurance for employees 6% (c)
occupational accident insurance 2.29%; and (d) Retirement fund insurance 3.5% (only this item is for Union Employees). All the rates
should be applied on the gross salary.
(*) the rate of company contribution for pension funds was 21% until December 31, 2017. It will decrease respectively in the
following years until 2022 and will stand on a rate of 19.5%, as follows:
Until
31/12/2018
20.70%
Until
31/12/19
20.40%
Until
31/12/2020
Until
31/12/2021
From
1/1/2022 on
20.10%
19.80%
19.50%
Our employees in Argentina, excluding the chief executive officer and a number of other employees, are members of a labor
union and the employee member fees are paid by them.
United States
We have no collective bargaining agreements with any of our employees in the United States and none of our employees are
members of a union.
59
E.
SHARE OWNERSHIP
The following sets forth, as of April 30, 2018 the share ownership of our directors and executive officers listed in Item 6.A above.
All of the information with respect to beneficial ownership by our directors and executive officers has been furnished by the respective
director or executive officer, as the case may be.
Name of Director/Officer (1)
Number of
Ordinary
Shares
Beneficially
Owned (2)
Percentage of
beneficial
ownership (3)
Izzy Sheratzky(4) ...............................................................................................................................................................................................
Professor Yehuda Kahane (5)..............................................................................................................................................................................
Zeev Koren .......................................................................................................................................................................................................
Efraim Sheratzky (6) ..........................................................................................................................................................................................
Yigal Shani (7) ...................................................................................................................................................................................................
Eyal Sheratzky ..................................................................................................................................................................................................
Nir Sheratzky ....................................................................................................................................................................................................
Gil Sheratzky ....................................................................................................................................................................................................
Yoav Kahane ....................................................................................................................................................................................................
Tal Sheratzky- Jaffa ..........................................................................................................................................................................................
Israel Baron ......................................................................................................................................................................................................
Gidon Kotler .....................................................................................................................................................................................................
Ami Saranga .....................................................................................................................................................................................................
Eli Kamer .........................................................................................................................................................................................................
Guy Aharonov ..................................................................................................................................................................................................
Udi Mizrahi ......................................................................................................................................................................................................
4,077,317
1,450,853
-
247,506
273,510
-
-
-
-
*
-
*
-
-
-
-
19.44
6.9
-
1.2
1.3
-
-
-
-
*
-
*
-
-
-
-
* Own less than one percent of our shares.
(1) This table includes only current directors and officers that beneficially hold our shares.
(2) Beneficial ownership’ is determined in accordance with the rules of the Securities and Exchange Commission (as defined in Rule
13d – 3 under the Securities Exchange Act of 1934) and shares deemed beneficially owned by virtue of the right of any person or
group to acquire such ordinary shares within 60 days are treated as outstanding only for the purposes of determining the percent
owned by such person or group. To our knowledge, the persons and entities named in the table above are believed to have sole
voting and investment power with respect to all ordinary shares shown as owned by them, except as described below.
(3) Amounts in this column are based on 23,475,431 ordinary shares outstanding as of April 30, 2018, less 2,507,314 treasury shares
held by us.
(4) Shares beneficially owned include: (a) 4,075,952 shares owned by Moked Ituran Ltd., which Mr. Sheratzky is deemed to
beneficially owns due to his shared voting and investment power over such shares in accordance with that certain shareholders
agreement, dated May 18, 1998 as amended on September 6, 2005 and on September 17, 2014, among Moked Ituran and its
shareholders, which we refer to as the Moked Shareholders Agreement. For further information concerning the Moked
Shareholders Agreement see the discussion under Item 6.A. – Directors and Senior Management under the caption “Shareholders
Agreement and Articles of Association of Moked Ituran Ltd.” above; (b) 1,365 shares that are directly held by Mr. Sheratzky’s
wife, Maddie Sheratzky.
(5) Shares beneficially owned include: (a) 13,264 shares directly owned by Professor Kahane jointly with his wife, Rivka Kahane; (b)
5,782 shares owned by Yehuda Kahane Ltd., which Professor Kahane may be considered to beneficially own by virtue of his
shared voting and investment control of the company through his 50% shareholdings thereof, the other 50% being owned by his
wife, Rivka Kahane; and (c) 1,431,807 shares owned by Moked Ituran Ltd., which Professor Kahane may be considered to
beneficially own by virtue of his right to direct the disposition of such shares in accordance with Moked’s articles of association.
Professor Kahane has shared voting and investment control over Yehuda Kahane Ltd., a holder of 26% of the shares of Moked
Ituran.
60
(6) Shares beneficially owned include: (a) 3,996 shares directly owned by Efraim Sheratzky, (b) 37,000 shares owned by Tzivtit
Insurance Agency (1998) Ltd., which Efraim Sheratzky may be considered to beneficially own by virtue of his shared voting and
investment control over such shares through his 50% ownership thereof, the other 50% of the shares held by Yigal Shani, and (c)
206,510 shares owned by Moked Ituran, which Mr. Sheratzky may be considered to beneficially own by virtue of his right to
direct the disposition of such shares in accordance with Moked’s articles of association. Mr. Sheratzky may be considered to
beneficially own such shares by virtue of his sole voting and investment control over his wholly owned G T.S.D. Holdings Ltd,
the holder of 3.75% of Moked’s shares.
(7) Shares beneficially owned include: (a) 30,000 shares directly owned by Yigal Shani, (b) 37,000 shares owned by Tzivtit
Insurance Agency (1998) Ltd., which Yigal Shani may be considered to beneficially own by virtue of his shared voting and
investment control over such shares through his 50% ownership thereof, the other 50% of the shares held by Efraim Sheratzky,
and (c) 206,510 shares owned by Moked Ituran, which Mr. Shani may be considered to beneficially own by virtue of his right to
direct the disposition of such shares in accordance with Moked’s articles of association. Mr. Shani may be considered to
beneficially own such shares by virtue of his sole voting and investment control over his wholly owned G.N.S. Holdings, the
holder of 3.75% of Moked’s shares
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.
MAJOR SHAREHOLDERS
The following table shows the number of our ordinary shares beneficially owned by (a) the shareholders known to us as of April
30, 2018, to beneficially own more than 5% of our outstanding ordinary shares and (b) all of our directors and executive officers as a
group.
Please also see Item 6.E above.
There are no shares underlying options or warrants held by such persons.
61
The shareholders listed below do not have any different or special voting rights from any other shareholders of our company.
Except where otherwise indicated, we believe, based on information furnished by the owners, that the beneficial owners of the
ordinary shares listed below have sole investment and voting power with respect to such shares.
Shareholder
Moked Ituran Ltd. (1)* .............................................................................................................
All directors and executive officers as a group(2). .....................................................................
Vulcan Value Partners (3) .........................................................................................................
FMR LLC. (4) ..........................................................................................................................
Renaissance Technologies LLC. (5) ..........................................................................................
Treasury shares* ......................................................................................................................
Number of
Ordinary
Shares
Beneficially
Owned
4,075,952
4,167,359
2,276,196
1,238,159
1,205,175
2,507,314
% Voting
19.44
19.87
10.86
5.90
5.75
-
(1) Moked’s articles of association provides that each of Moked’s shareholders shall have the right to direct Moked to dispose of such
number of our shares corresponding to his or her relative shareholdings in Moked. In addition, ownership of all shares held by Moked
are attributed to Mr. Izzy Sheratzky by virtue of his holdings in Moked. Please see Item 6.E above for the ownership of our shares
attributed to Moked’s shareholders. For further information please see Item 6.A – Directors and Senior Management under the caption
“Shareholders Agreement and Articles of Association of Moked Ituran Ltd.” above.
(2) Includes shares held by Moked Ituran Ltd., which ownership are attributed to some of these directors and executive officers.
(3) The information presented herein is based on Form 13G filed by Vulcan Value Partners, LLC (“Vulcan”) on February 14, 2018.
According to the information presented on such Form 13G, Vulcan is an investment adviser, and various persons, including the
investment companies and owners of the separate accounts to which Vulcan serves as investment adviser, have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, the Company’s securities that are the subject of
Form 13G. As of December 31, 2017, Vulcan Value Partners Small Cap Fund, an investment company advised by Vulcan, owned
10.86% of the outstanding shares of the Company.
(4) The information presented herein is based on Form 13G filed by FMR LLC. (“FMR”) on February 13, 2018. According to the
information presented on such Form 13G, the shares are beneficially owned by members of the Johnson family, including Abigail P.
Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of
the voting power of FMR LLC. For further information on the beneficial ownership by the portfolio accounts, please refer to Form
13G filed by FMR on February 13, 2018.
(5) The information presented herein is based on Form 13G filed by Renaissance Technologies LLC. (“RTC”) on February 14, 2018.
According to the information presented on such Form 13G, the shares are beneficially owned by RTC. For further information on the
beneficial ownership by the portfolio accounts, please refer to Form 13G filed by RTC on February 14, 2018.
As of April 30, 2018, we had a total of 4 shareholders (including the Depository Trust Company) of record in the United States
with registered addresses in the United States. The number of record holders in the United States is not representative of the number of
beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held
of record by brokers or other nominees.
* On December 26, 2017, we filed a registration statement on F-3 Form for Moked Ituran shares and our treasury shares. On January
9, 2018, our registration statement for Moked Ituran shares and our Treasury shares became effective.
62
B.
RELATED PARTY TRANSACTIONS
Transactions with our directors and principal officers
We purchase our insurance policies, including our directors’ and officers’ insurance, through Tzivtit Insurance Agency (1998)
Ltd., an insurance agency owned by Efraim Sheratzky a director of the company and a shareholder of Moked, the brother of the
President of our company and the uncle of both of our Co-Chief Executive Officers, and by Yigal Shani, who is one of our directors
and is a shareholder of Moked. We pay an annual aggregate amount of NIS 1,177,000 or $327,000, for our basic insurance policies
and NIS549,000, or $152,000 for our directors’ and officers’ insurance policy. During 2017 Tzivtit Insurance Agency was entitled to
commissions in an aggregate amount of NIS 190,000 or $53,000 which is paid by the insurance company on account of these policies.
We have entered into indemnification agreements with each of our directors and officers and the officers and directors of our
subsidiaries providing them with indemnification for liabilities or expenses incurred as a result of acts performed by them in their
capacity as our directors and officers. Our general meeting of shareholders approved on January 28, 2014 an amendment to these
indemnification agreements and the grant thereof to office holders, including controlling persons and their relatives, who serve at our
company and its subsidiaries from time to time. For the full indemnification agreements as so approved, please see Exhibit 4.19 under
Item 19 – Exhibits.
Our general meeting of shareholders has also approved on January 28, 2014 the procurement from time to time of directors’ and
officers’ insurance policies covering the liability of office holders, including controlling persons and their relatives, who serve at the
Company and its subsidiaries from time to time, under the following terms: (a) the principal terms of the D&O insurance policies shall
not materially deviate from the terms of our current directors’ and officers’ insurance policy; or (b) to the extent that the Company
shall desire to procure a D&O insurance policy, which a material term thereof adversely deviates ( from our company’s point of view)
from the terms of the current policy, then our company’s board of the directors shall confirm that, notwithstanding such deviation, our
procurement of such policy is compatible with market terms and does not materially affect our profitability, assets or liabilities.
In February 2014, following the approval of our general meeting of shareholders on January 28, 2014, we entered into service
agreements, setting forth the terms of service of our President and Co-Chief Executive Officers in compliance with our compensation
policy for office holders; and E-Com entered into a service agreement setting forth the terms of service of its Chief Executive Officer
in compliance with our compensation policy for officer holders. The principal terms of these agreements are as follows:
Mr. Izzy Sheratzky shall provide his services as an independent contractor through A. Sheratzky Holdings Ltd., which shall be
entitled to a monthly payment of NIS 225,000 (or $62,000) plus VAT, linked to the consumer price index for December 2013. At the
request of the service provider, part of the fixed monthly pay may be granted through benefits, such as the provision of a company car
for the use o/f Mr. Sheratzky and the payment of its maintenance costs and the cost of tax resulting there from the fixed monthly pay
shall also include Mr. Sheratzky’s entitlement for a 25 days’ vacation and sick days as provided by law. The service provider shall
also be entitled to payment or reimbursement of expenses, including hosting expenses, subsistence allowance abroad and participation
in work-related home telephone expenses. The service provider shall be entitled to Target-based Cash Incentives and Excess Return
Cash Incentives as detailed below. The agreement shall be in force for a period of 3 years and may be terminated upon 180 days’
advance notice of termination; however, the company may terminate the agreement without an advance notice and without
compensation if the following shall occur: (a) Mr. Sheratzky is convicted of a criminal offense involving moral turpitude; (b) a final
court ruling (without the possibility of appeal) determines that Mr. Sheratzky has breached his fiduciary duty towards the company;
(c) a final court ruling (without the possibility of appeal) determines that Mr. Sheratzky has materially breached the agreement through
the unauthorized disclosure of company’s secrets or competition with the company. The aggregate amounts paid to A. Sheratzky
according this new service agreement in 2015, 2016 and 2017 were approximately $2,249,000, $1,874,000 and $3,202,000
respectively (the numbers include value added tax).
63
Mr. Eyal Sheratzky shall provide his services as an independent contractor through ORAS Capital Ltd. which shall be entitled to a
monthly payment of NIS 175,000 (or $49,000) plus VAT, linked to the consumer price index for December 2013. At the request of the
service provider, part of the fixed monthly pay may be granted through benefits, such as the provision of a company car for the use of
Mr. Sheratzky and the payment of its maintenance costs and the cost of tax resulting therefrom. The fixed monthly pay shall also
include Mr. Sheratzky’s entitlement for a 25 days’ vacation and sick days as provided by law. The service provider shall also be
entitled to payment or reimbursement of expenses, including hosting expenses and subsistence allowance abroad. The service provider
shall be entitled to Target-based Cash Incentives and Excess Return Cash Incentives as detailed below. The agreement shall be in
force for a period of 3 years and may be terminated upon 180 days’ advance notice of termination; however, the company may
terminate the agreement without an advance notice and without compensation if the following shall occur: (a) Mr. Sheratzky is
convicted of a criminal offense involving moral turpitude; (b) a final court ruling (without the possibility of appeal) determines that
Mr. Sheratzky has breached his fiduciary duty towards the company; (c) a final court ruling (without the possibility of appeal)
determines that Mr. Sheratzky has materially breached the agreement through the unauthorized disclosure of company’s secrets or
competition with the company. The aggregate amount paid to ORAS Capital Ltd in 2015, 2016 and 2017 was approximately
$1,565,000, $1,672,000 and $2,337,000 respectively (the number includes value added tax).
Mr. Nir Sheratzky shall provide his services as an independent contractor through Galnir Management and Investments Ltd.,
which shall be entitled to a monthly payment of NIS 175,000 (or $49,000) plus VAT, linked to the consumer price index for
December 2013. At the request of the service provider, part of the fixed monthly pay may be granted through benefits, such as the
provision of a company car for the use of Mr. Sheratzky and the payment of its maintenance costs and the cost of tax resulting
therefrom. The fixed monthly pay shall also include Mr. Sheratzky’s entitlement for a 25 days’ vacation and sick days as provided by
law. The service provider shall also be entitled to payment or reimbursement of expenses, including hosting expenses and subsistence
allowance abroad. The service provider shall be entitled to Target-based Cash Incentives and Excess Return Cash Incentives as
detailed below. The agreement shall be in force for a period of 3 years and may be terminated upon 180 days’ advance notice of
termination; however, the company may terminate the agreement without an advance notice and without compensation if the
following shall occur: (a) Mr. Sheratzky is convicted of a criminal offense involving moral turpitude; (b) a final court ruling (without
the possibility of appeal) determines that Mr. Sheratzky has breached his fiduciary duty towards the company; (c) a final court ruling
(without the possibility of appeal) determines that Mr. Sheratzky has materially breached the agreement through the unauthorized
disclosure of company’s secrets or competition with the company. The aggregate amount paid to Galnir Management and Investments
Ltd, in 2015, 2016 and 2017 was approximately $1,802,000, $1,478,000 and $2,312,000 respectively (the number includes value
added tax).
Mr. Gil Sheratzky shall provide his services as an independent contractor through ZERO-TO-ONE S.B.L. INVESTMENTS LTD.,
which shall be entitled to a monthly payment of NIS 125,000 (or $35, 000) plus VAT, linked to the consumer price index for
December 2013. At the request of the service provider, part of the fixed monthly pay may be granted through benefits, such as the
provision of a company car for the use of Mr. Sheratzky and the payment of its maintenance costs and the cost of tax resulting
therefrom. The fixed monthly pay shall also include Mr. Sheratzky’s entitlement for a 25 days’ vacation and sick days as provided by
law. The service provider shall also be entitled to payment or reimbursement of expenses, including hosting expenses and subsistence
allowance abroad. The service provider shall be entitled to Target-based Cash Incentives and Excess Return Cash Incentives as
detailed below. The agreement shall be in force for a period of 3 years and may be terminated upon two months’ advance notice of
termination; however, E-Com may terminate the agreement without an advance notice and without compensation if the following shall
occur: (a) Mr. Sheratzky is convicted of a criminal offense involving moral turpitude; (b) a final court ruling (without the possibility of
appeal) determines that Mr. Sheratzky has breached his fiduciary duty towards E-Com; (c) a final court ruling (without the possibility
of appeal) determines that Mr. Sheratzky has materially breached the agreement through the unauthorized disclosure of E-Com’ and/or
company’s secrets or competition with E-Com and/or the company. The aggregate amount paid to ZERO-TO-ONE S.B.L.
INVESTMENTS LTD, in 2015, 2016 and 2017 according to this new service agreement, were approximately $1,175,000, $1,118,000
and $1,379,000 respectively (the numbers include value added tax).
64
Each of the above agreements also provides that the executives may request to provide their services to the company as an
employee, and not through a service provider, and in such event, the they shall execute an employment agreement with the company,
in lieu of the above service agreements, which shall also set forth the provisions of social security and other benefits that the company
usually grants its senior executive officers (which may not deviate from the provisions of the Compensation Policy in this respect). In
any event, it was agreed that the nature of the agreement pursuant to which the services are provided shall not affect the cost to us of
the provision of the services as set forth in the service agreements.
The aforementioned agreements were extended on February 26, 2017 subject to the approval of our next general shareholders
meeting, for additional three years, with accordance to the provisions of Israeli Company Law and Israeli Companies Regulations
(Relaxations in Transactions with Interested Parties) 5760-2000, and were approved accordingly by our compensation committee and
our board of directors.
All agreements mentioned above are in compliance with our amended compensation policy as approved on November 7, 2016, by
the Company’s general meeting of shareholders, which sets forth the principles of our office holders’ compensation. On November 9,
2017 our shareholders general meeting approved the aforementioned agreements for an additional three years.
The terms of the Cash Incentives applicable to each of Messrs. Izzy Sheratzky, Eyal Sheratzky, Nir Sheratzky and Gil Sheratzky
(the “Executive Office Holders”), as set forth in their agreements referred to above (the “Agreements”), are as follows:
•
“Target-based Cash Incentives” means a cash incentive awarded to the Executive Office Holders for the company’s
achievement of the following Profit-Before-Tax targets in each calendar year following the effective date of the above
agreements, in which the Minimum Threshold (as defined below) has been achieved:
Company’s Profit-Before-Tax Targets
(in USD thousands)
24,001 - 27,500
27,501-31,000
31,001-35,000
35,001-39,000
Above 39,001
Level of Incentive - As a Percentage of the Executive
Office Holder’s Annual Cost of Pay
20%
45%
75%
110%
150%
“Minimum Threshold” means, with respect to a particular calendar year, a minimum Company’s Return on Equity (as
defined below) of 15%, and a minimum company’s Profit Before Tax of USD 24 million.
“Return on Equity” means, with respect to a particular calendar year, the ratio between the net income for such year and the
average of the shareholders’ equity at the beginning of such calendar year and at the end of each calendar quarter of such
year; calculated in accordance with the company’s audited or reviewed consolidated financial statements for such year, as the
case may be, after taking into account Executive Officers’ compensation, but excluding adjustments of the value of assets and
obligations to their fair value in accordance with accounting standards.
65
“Profit-Before-Tax” means, with respect to a particular calendar year, the company’s profit before tax for such year in
accordance with the company’s audited consolidated financial statements for such year, after taking into account Executive
Officers’ compensation, but excluding adjustments of the value of assets and obligations to their fair value in accordance
with accounting standards.
“Executive Officers” means Office Holders of the Company (“Nosei Misra”, as such term is defined in the Companies Law)
who serve as the company’s President, Co-CEOs and other executives who are deemed Office Holders of the company, as
well as Office Holders of the company’s Israeli wholly owned subsidiaries, provided they report to the CEO.
“Cost of Pay” means, with respect to independent contractors – their invoice amount plus company car and related expenses;
and with respect to employees - their base pay (i.e. fixed gross amount payable to the employee in return for his services,
excluding expenses, benefits and bonuses) plus 40% thereof.
• Target-based Cash Incentives shall become payable upon the lapse of 30 days from the date of publication of the company’s
audited annual financial statements (the “Entitlement Date”); and such cash incentive shall be paid on such date. However,
if an Executive Office Holder’s Target-based Cash Incentives exceed an amount equal to 100% of such Executive Office
Holder’s annual Cost of Pay (the “100% Threshold”), then 20% of the amount by which the Target-based Cash Incentives
exceed the 100% Threshold (the “Deferred Portion”) shall not be paid on their Entitlement Date, but rather shall be deferred
and paid in two equal installments on the first and second anniversary of the Entitlement Date, provided that the Minimum
Threshold was achieved during the first calendar year (for the first installment) and during the second calendar year (for the
second installment) following the Entitlement Date, respectively. The Deferred Portion shall be linked to the consumer price
index known on the Entitlement Date.
• The company may pay to the Executive Office Holders advances on account of expected Target-based Cash Incentives, based
on the company’s reviewed financial statements, prior to the Entitlement Date; provided that if on the Entitlement Date, it
turns out that such advances exceed the Target-based Cash Incentives to which the Executive Office Holders are entitled,
then the excess amounts shall be returned to the Company or shall be deducted from the payment of the remainder Target-
based Cash Incentives on the Entitlement Date, as the case may be.
•
“Excess Return Cash Incentives” means a cash grant based on the company’s Stock Yield as compared to the Russell 2000
Index’s Yield, as set forth below.
“Company’s Stock Yield” means the percentage of increase or decrease of the company’s stock price on Nasdaq over an
Examined Period (as defined below), as adjusted for dividend distribution, calculated based on the average adjusted closing
price of the company’s shares on the Nasdaq during the 5 business days prior to and the 5 business days after the
commencement and end of such Examined Period.
“Russell 2000 Index’s Yield” means the percentage of increase or decrease of the Russell 2000 Index over an Examined
Period, calculated based on the average Russell 2000 Index closing quotes during the 5 business days prior to and the 5
business days after the commencement and end of such Examined Period.
At the end of each calendar year, the company shall examine the Company’s Stock Yield since January 1 of such year or,
with respect to the first year of such grant – since the date of its approval (an “Examined Period”), as compared to the Russell
2000 Index’s Yield over such Examined Period; and to the extent that the Company’s Stock Yield exceeds the Russell 2000
Index’s Yield for such period, each of the Executive Office Holders shall receive an amount equal to 50% of his monthly
Cost of Pay for each 1% of excess return (in percentage points’ terms), or a relative amount in the event of a partial excess
return. For the avoidance of doubt, in the event that the Company’s Stock Yield during such period is negative, no grant shall
be awarded.
66
The Excess Return Cash Incentive for each year shall not exceed an amount equal to the Executive Officer Holder’s annual
Cost of Pay.
•
In the event that an Agreement is terminated during a calendar year, the company’s compensation committee and board of
directors shall determine the relative amounts out of the Target-based Cash Incentives and/or Excess Return Cash Incentives
to which the relevant Executive Office Holder is entitled for the portion of the year during which the Agreement was in force;
and these amounts shall be paid within 30 days after the termination of service/employment, as the case may be.
• On the date of determination of each Executive Office Holder’s entitlement for a Target-based Cash Incentive for a particular
year, the company’s compensation committee shall examine whether the total amount of grants to which Executive Officers
are entitled with respect to such calendar year and which constitute variable components of their terms of services (the “Total
Amount of Grants to Executive Officers”), exceed an amount equal to 10% of the Company’s EBITDA for such year (the
“EBITDA’s Threshold”), as calculated in accordance with data extracted from the company’s audited consolidated annual
financial statements, after taking into account the Executive Officers’ fixed compensation but excluding their variable
compensation. In such event, the amount by which the Total Amount of Grants to Executive Officers exceeds the EBITDA’s
Threshold shall be referred to as the “Excess Amount”.
•
In the event that the Total Amount of Grants to Executive Officers exceeds the EBITDA’s Threshold, then the Target-based
Cash Incentive and the Excess Return Cash Incentive to which an Executive Office Holder is entitled (together, the “Grants”)
shall be reduced by an amount equal to the Executive Office Holder’s Rate of Grants (as defined below) out of the Excess
Amount. The term “Executive Office Holder’s Rate of Grants” means, with respect to a particular Executive Office Holder,
the percentage which such Executive Office Holder’s Grants constitute out of the Total Amount of Grants to Executive
Officers.
• The company’s board of directors shall have the right, under special circumstances at its discretion, to reduce the amount of
Grants to which the Executive Office Holders are entitled, upon a 60 days prior notice.
• The Executive Office Holder shall be required to return any compensation paid to them on the basis of results included in
financial statements that turned out to be erroneous and were subsequently restated in the company’s financial statements
published during the three year period following publication of the erroneous financial statements; to the extent they would
not have been entitled to the compensation actually received had it been determined based on the restated financial
statements. In such case, compensation amounts will be returned within 60 days from the date of publication of the restated
financial statements, net of taxes that were withheld thereon. If the Executive Office Holder has a right to reclaim such tax
payments with respect to Grants which were paid in excess, from the relevant tax authorities, then the Executive Office
Holder shall reasonably act to reclaim such amounts from the tax authorities and upon their receipt, shall remit them to the
company.
67
In 2017 Executive Office Holders were eligible to Target based cash incentives at the maximum rate of (150%) as follows
(which is included in the aforementioned payments according to the above new service agreements):
Executive Office Holders
Target-based
Cash
Incentive
Deferred
Portion for
the next 2
years
Deferred
Portion from
last 2 years
Total to be
paid for 2017:
(In US$ thousands)
Izzy Sheratzky ...................................................................................................................................................................................................
Eyal Sheratzky ...................................................................................................................................................................................................
Nir Sheratzky ....................................................................................................................................................................................................
Gil Sheratzky .....................................................................................................................................................................................................
1,125
875
875
625
1,125
875
875
625
(75 )
(58 )
(58 )
(42 )
75
58
58
42
For the full service agreements regarding the services of our President, Co-Chief Executive Officers and the Chief Executive
Officer of E-Com, please see Exhibits 4.9-4.12(a) attached hereto.
On January 28, 2014, our general meeting of shareholders re-approved the terms of engagement of Professor Yehuda Kahane,
which were set forth in a financial services agreement, dated March 23, 1998, between our company and Professor Kahane. Pursuant
to this agreement, as amended in May 2003, we are obligated to pay Professor Kahane a monthly consulting fee of NIS 15,000, or
approximately $4,200, linked to the Israeli consumer price index as known on May 1, 2003. The term of the agreement automatically
renews every two-years; however, either party may terminate it by providing a 180-day prior notice. The aggregate amounts paid to
Professor Kahane by virtue of this agreement in each of the years 2015, 2016 and 2017 were approximately, $57,000, $52,000 and
$65,000, respectively.
Transactions with our affiliates and associates
We purchase our GPS/GPRS equipment from our subsidiary, E.R.M Electronic Systems Limited. In 2015, 2016 and 2017, Ituran,
including its subsidiaries in Brazil and USA, purchased GPS/GPRS equipment from E.R.M in the sum of approximately, NIS 46.8
Million (or $12 Million), NIS 52.4 Million (or $13.6 Million) and NIS 64.2 Million (or $17.8 Million) respectively.
C.
INTERESTS OF EXPERTS AND COUNSEL
Not applicable
ITEM 8.
FINANCIAL INFORMATION
A.
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
For the audited financial statements and audit reports required to be contained in this annual report, please see Item 18 below.
Material Legal Proceedings
On July 13, 2010 the State Revenue Services of São Paulo issued a tax deficiency notice against our subsidiary in Brazil, Ituran
Sistemas de Monitoramento Ltda., claiming that the vehicle tracking and monitoring services provided by our subsidiary should be
classified as telecommunication services and therefore subject to the imposition of State Value Added Tax – ICMS, resulting in an
imposition of 25% state value added tax on all revenues of our subsidiary during the period between August 2005 and December
2007. At the time of serving the notice upon us, the tax deficiency notice was in the amount of R$36,499,984 (approximately US$22.1
million at the time) plus interest in the amount of R$30,282,420 (approximately US$18.2 million at the time) and penalties in the
amount of R$66,143,446 (approximately US$40.0 million at the time). As of December 31, 2014, the aggregate sum claimed pursuant
to the tax deficiency notice (principal amount, interest and penalties) was estimated on December 2014, at R$220,000,000
(approximately US$82.7 million). The decision of the administration first level was unfavorable to us and we have filed an appeal to
the Administrative Court of Appeals in São Paulo. On March 2, 2012 the Administrative Court of the State of São Paulo dismissed the
State Revenue Services of São Paulo’s claims and resolved in our favor. The State of São Paulo filed an administrative appeal to a full
bench session at the Administrative Court which has been dismissed on December 20, 2014 and such a decision is non-appealable.
68
Furthermore, it is noted that the effect of aforesaid decision is limited to the period of August 2005 up to December 2007. It is
possible that the State of São Paulo may issue us additional tax deficiency notices regarding the past 5 year period.
However, we maintain our position, based among other things on the results of the aforesaid legal proceedings, that if such tax
deficiency notices are issued in future, our chances of success in defending its position are overwhelmingly favorable.
On June 24, 2010 the Brazilian Internal Revenue Service issued a tax assessment that claimed the payment, at the time of filing
the tax assessment, of R$5,567,032 (approximately US$ 3,120,000 at the time) including interest and penalties, following the
offsetting on October 1, 2005 of an amount of approximately US$ 2.1 million of a receivable held by Ituran Beheer BV, a Dutch legal
entity held by us, against accumulated losses of our subsidiary Ituran Sistemas de Monitamento Ltda, which originated from a
technology transfer agreement executed by and between Ituran Brazil and OGM Investments B.V. (also a Dutch company held by us).
The decision of the administrative court of the first level was unfavourable to us and therefore we have filed an appeal to the
Administrative Court of Appeals in São Paulo. In October 2013, we were notified that the Administrative Court of Appeal has
partially accepted our administrative defense in order to reduce the percentage of penalty imposed on us. Subsequently, Ituran Brazil
filed a Special Appeal to the Superior Court of Tax Appeals, an administrative venue. The Special Appeal lodged by Ituran Brazil was
not accepted by the Superior Court of Tax Appeals. Ituran Brazil challenged the tax assessment before a Federal Court of Law by our
special appeal, which was rejected on January 18th, 2016, and terminated the administrative venue. On March 15, 2016, we have taken
the dispute to Judiciary venue, and filed a lawsuit in order to challenge the administrative decision. On July 2016 the federal
government filed its defense, and on Sept. 2016 we filed counterarguments and request for the drafting of an accounting report to be
made by a court-appointed expert. On April 3, 2017 the judge analyzed our request and granted the accounting report by a court –
appointed expert. The expert filed his report and we are currently waiting for the decision for the parties to present their adverse
opinions with regard to the experts’ report. Based on the legal opinion of the subsidiary’s Brazilian legal counsel we believe that such
claim is without merit, as the assessment based on wrong assumption, since offsetting proceedings did not have any tax effect and the
chances of our success are more likely than not. As of April 2018, the aggregate sum claimed pursuant to the tax assessment (principal
amount, interest and penalties) is estimated at R$12.1 million (approximately US$ 3.65 million).
On January 12, 2016, Brazilian Federal Communication Agency – Anatel issued an additional tax assessment for FUST
contribution (contribution on telecommunication services) levied on the monitoring services rendered by us regarding the year of 2012
which amounts on April 2018 to R$ 3,292,055 (approximately US$ 970,000) including interest and penalties. This amount added up
to the previous FUST tax assessments for the years 2007 and 2008 which was issued on October 20, 2011, and including interest and
penalties, on April 2018 amounts to R$ 4,981,950 (approximately US$ 1,465,000), to FUST tax assessment for the year 2010 which
including interest and penalties, on April 2018 amounts to R$ 3,450,843 (approximately US$ 1,015,000) and to FUST tax assessment
for the year 2011 (and January 2012) which including interest and penalties, on April 2018 amounts to R$ 3,434,219 (approximately
US$ 1,010,000). Due to the such last tax assessment, in April 2018, the aggregate amount claimed by Anatel increased to
approximately R$ 15.16 million (approximately US$ 4.46 million). The reason Anatel demand the payment of FUST from us is the
fact that in order to provide monitoring services we need to operate telecommunication equipment in a given radio frequency. We hold
a telecommunication license from Anatel (for information on our licenses see item 4B. “Information on the company” – “Business
overview” under the caption “Regulatory Environment”). The authorities have construed that we render telecommunication services
and FUST should be levied in relation to Net Revenues. Based on the legal opinion of the subsidiary’s Brazilian legal counsel we
believe that such claim is without merit, the interpretation of the legislation is mistaken, given that we don’t render telecommunication
services, but rather services of monitoring goods and persons for security purposes and therefore the chances of our success are more
likely than not. We have filed our defense for the years 2007 and 2008 on December 2011. Our Defense for the year 2010 was filed on
November 2014, our defense for the year 2011 (and January 2012) was filed on February 2016 and our Defense for the year 2012 was
filed on February 2016. We are currently awaiting the Lower Court decisions on all the aforementioned FUST claims.
69
On November 22, 2016, Brazilian Federal Communication Agency - Anatel – issued an additional tax assessment for FUNTELL
contribution (contribution to Fund for the Technological Development of Telecommunication) levied on the monitoring services
rendered by us regarding the year of 2012 which on April 2018 amounts to R$ 1,383,719 (approximately US$ 407,000) including
interest and penalties. This amount added up to the previous FUNTELL tax assessments for the year 2007, which was issued on July
13, 2011, and including interest and penalties, on April 2018 amounts to R$ 933,140 (approximately US$ 274,000), to FUNTELL tax
assessment for the year 2008 which including interest and penalties, on April 2018 amounts to R$ 917,000 (approximately US$
270,000),to FUNTELL tax assessment for the year 2010 which including interest and penalties, on April 2018 amounts to R$
1,283,362 (approximately US$ 377,000) and 2011 which on April 2018 amounts to R$ 1,275,316 (approximately US$ 375,000)
including interest and penalties. Due to the such last tax assessment, on April 2018 the aggregate amount claimed by Anatel increased
to approximately R$ 5.8 million (approximately US$ 1.70 million). The reason Anatel demands the payment of FUNTELL from us is
the fact that in order to provide monitoring services we need to operate telecommunication equipment in a given radio frequency. We
hold a telecommunication license from Anatel (for information on our licenses see item 4B. “Information on the company” –
“Business overview” under the caption “Regulatory Environment”). The authorities have construed that we render telecommunication
services and FUNTELL should be levied in relation to Net Revenues. Based on the legal opinion of the subsidiary’s Brazilian legal
counsel we believe that such claim is without merit, the interpretation of the legislation is mistaken, given that we don’t r ender
telecommunication services, but rather services of monitoring goods and persons for security purposes and therefore the chances of
our success are more likely than not. We have filed our defenses as follows: for the year 2007 on July 2011, for the year 2008 on June
2011, for the year 2010 on December 2014, for the year 2011 on October 2015, and for the year 2012 on November 2016. On March
27,2018 the Administrative published a decision which rejected our defense for year 2011 and we intend to file an appeal. We are
currently awaiting the Administrative decisions on all the other aforementioned FUNTELL claims.
On July 13, 2015 we received a purported class action lawsuit which was filed against the Company in the District Court of
Central Region in Tel-Aviv, by one plaintiff who is a subscriber of the Company, alleging that the Company, which was declared a
monopoly under the Israeli Restrictive Trade Practices Law, 1988, unlawfully abused its power as a monopoly and discriminated
between its customers. The plaintiff claims that the alleged discrimination resulted from the Company charging higher monthly
subscription fees from customers who are obliged by insurance company requirements to install location and recovery systems in their
vehicles than the monthly subscription fees that are charged from customers who are not required by insurance companies to install
location and recovery systems in their vehicles. In addition, the plaintiff claims that the Company offers to customers who are not
required by insurance companies to install location and recovery systems in their vehicles, a discounted warrantee service to their
location and recovery systems. The plaintiff claims in addition to the above, that such actions raise additional causes of action against
the Company such as negotiations without good faith, executing contract without good faith, breach of contract, unjust enrichment,
breach of consumer protection laws, tort laws, and breach of statutory duty. The lawsuit is yet to be approved as a class action. The
total amount claimed if the lawsuit is approved as a class action was estimated by the plaintiff to be approximately NIS 300 million
(approximately USD 87 million). Our defense against the approval of the class action lawsuit was filed on January 3, 2016. The
plaintiff has responded to our defense on February 29, 2016. During 2017 and until now only preliminary hearing took place. A class
action lawsuit based on similar claims, against the Company, which was filed on form 6-K on March 22, 2011, was dismissed by the
court on the request of both parties, on March 5, 2012 for a small compensation to the plaintiff and his attorneys, in a total amount of
NIS 30,000 (approximately USD 7,900). Such dismissal of a similar class action lawsuit may have a positive effect on the Company’s
defense against the current lawsuit. Based on an opinion of its legal counsels, at this preliminary stage, the Company is unable to
assess the lawsuit’s chances of success, however based on the documents of the claim, the Company has good defense arguments in
respect of claims made by the plaintiff and that the chances that the lawsuit will not be approved as a class action lawsuit are higher
than it will be approved. While we cannot predict the outcome of this case, if we are not successful in defending our claim, we could
be subject to significant costs, adversely affecting our results of operations.
70
10.B. – “Memorandum and Articles of Association” - “Our Corporate Practices under the Israeli Companies Law” under the
caption “Approval of Transactions under Israeli law”
Dividend distribution policy
For a description of our dividend policy, see Item 5.B – Liquidity and Capital Resources above.
B.
SIGNIFICANT CHANGES
Except as stated in this annual report, there are no significant changes since December 31, 2017.
ITEM 9.
THE OFFER AND LISTING
A.
OFFER AND LISTING DETAILS
Price History of Our Shares
Our ordinary shares have been trading on Nasdaq under the symbol “ITRN” since September 2005 and were traded on the Tel-
Aviv Stock Exchange from May 1998 and until May 2016. On May 23, 2016 following our request we have been delisted from Tel-
Aviv Stock Exchange on May 25, 2016 with the last trading date on the TASE being May 23, 2016.
The delisting in Israel had no effect upon our continued listing on the NASDAQ in the United States, and all shareholders
continue to trade our shares on NASDAQ.
The following table sets forth, for the periods indicated, the high and low market prices of our ordinary shares as reported by the
Nasdaq Global Select Market.
During the last six months
March 2018..............................................................................................................................
February 2018 ..........................................................................................................................
January 2018 ............................................................................................................................
December 2017 ........................................................................................................................
November 2017 .......................................................................................................................
October 2017 ...........................................................................................................................
During each fiscal quarter of 2016 and 2017 and the first quarter of 2018
First Quarter 2018 ....................................................................................................................
Fourth Quarter 2017 .................................................................................................................
Third Quarter 2017 ..................................................................................................................
Second Quarter 2017 ................................................................................................................
First Quarter 2017 ....................................................................................................................
Fourth Quarter 2016 .................................................................................................................
Third Quarter 2016 ..................................................................................................................
Second Quarter 2016 ................................................................................................................
First Quarter 2016 ....................................................................................................................
During each of the five most recent full financial years:
2017 ........................................................................................................................................
2016 ........................................................................................................................................
2015 ........................................................................................................................................
2014 ........................................................................................................................................
2013 ........................................................................................................................................
Price per
+-ordinary share ($)
Low
High
35.90
35.00
35.55
35.70
36.10
37.80
35.90
37.80
36.40
33.80
30.85
26.80
27.19
22.69
19.65
37.80
27.19
25.94
25.70
21.64
30.90
33.40
33.75
33.80
34.80
35.50
30.90
33.80
29.95
29.75
26.65
24.30
23.09
19.69
16.62
26.65
16.62
17.88
20.13
13.77
71
B.
PLAN OF DISTRIBUTION
Not applicable
C.
MARKETS
Our ordinary shares are quoted on the Nasdaq Global Select Market under the symbol “ITRN”. For information on the delisting
from Tel-Aviv Stock Exchange, see Item 9.A – Price History of Our Shares above.
D.
SELLING SHAREHOLDERS
Not applicable
E.
DILUTION
Not applicable
F.
EXPENSES OF THE ISSUE
Not applicable
ITEM 10.
ADDITIONAL INFORMATION
A.
SHARE CAPITAL
Not applicable
B.
MEMORANDUM AND ARTICLES OF ASSOCIATION
Our number with the Israeli Registrar of Companies is 52-004381-1. Our purpose appears in our memorandum of association and
includes engaging in any lawful business.
Articles of Association; Israeli Companies Law
Articles of Association
Pursuant to our articles of association our objectives are to engage in any lawful business and our purpose is to operate in
accordance with business considerations to maximize our profits. We may take into consideration, inter alia, the interests of our
creditors, employee and the public interest. Please also see a summarized description of our purposes and activities under the caption
“Overview” in Item 4.A. above.
72
Our Corporate Practices Under The Israeli Companies Law
Approval of Transactions under Israeli Law
Directors and executive officers
Fiduciary duties
Israeli law codifies the fiduciary duties that office holders owe to a company. An office holder is defined as any director,
managing director, general manager, chief executive officer, executive vice president, vice president, other manager directly
subordinate to the general manager or any other person assuming the responsibilities of any of these positions regardless of that
person’s title. Each person listed in the table under “Management—Executive Officers and Directors” is an office holder of our
company under the Israeli Companies Law.
An office holder’s fiduciary duties consist of a duty of loyalty and a duty of care. The duty of loyalty requires the office holder to
avoid any conflict of interest between the office holder’s position in the company and personal affairs, and proscribes any competition
with the company or the exploitation of any business opportunity of the company in order to receive personal advantage for himself or
others. This duty also requires him or her to reveal to the company any information or documents relating to the company’s affairs that
the office holder has received due to his or her position as an office holder. The duty of care requires an office holder to act with a
level of care that a reasonable office holder in the same position would employ under the same circumstances. This includes the duty
to use reasonable means to obtain information regarding the advisability of a given action submitted for his or her approval or
performed by virtue of his or her position and all other relevant information pertaining to these actions.
Disclosure of Personal interest
Israeli law requires that an office holder promptly disclose to the board of directors any personal interest that he or she may have
and all related material information known to him or her concerning any existing or proposed transaction with the company. A
personal interest, as defined by the Israeli Companies Law, includes a personal interest of any person in an act or transaction of the
company, including a personal interest of one’s relative or of a corporate body in which such person or a relative of such person is a
5% or greater shareholder, a holder of 5% or more of the voting rights, a director or general manager, or in which he or she has the
right to appoint at least one director or the general manager, but excluding a personal interest stemming solely from one’s ownership
of shares in the company. A personal interest also includes personal interest of a person voting pursuant to a proxy given by another
person even if the other person does not have personal interest, regardless of whether the person given the proxy to vote at the meeting
is given directions to vote in a certain manner or given discretion to vote independently. An office holder must disclose his personal
interest no later than the first meeting of the company’s board of directors that discusses the particular transaction. An office holder is
not obliged to disclose such information if the personal interest of the office holder derives solely of the personal interest of his or her
relative in a transaction that is not an “extraordinary transaction.” The Israeli Companies Law defines an “extraordinary transaction”
as a transaction not in the ordinary course of business, not on market terms or that is likely to have a material impact on the company’s
profitability, assets or liabilities. The term “relative” is defined by the Israeli Companies Law as a spouse, sibling, parent, grandparent,
descendent, and descendent, brother, sister or parent of a spouse or the spouse of any of the foregoing.
The Israeli Companies Law provides that once an office holder has complied with the disclosure requirement, a company may
approve a transaction between the company and the office holder or a third party in which the office holder has a personal interest, or
approve an action by the office holder that would otherwise be deemed a breach of duty of loyalty. Such a transaction generally
requires approval by the board of directors, unless the articles of association provide otherwise. Our articles of association do not
provide otherwise. If the transaction considered is an extraordinary transaction, audit committee approval is required prior to approval
by the board of directors. For the approval of arrangements regarding the compensation, indemnification or insurance of executive
officers and directors, see “Compensation arrangements” below. A company may not approve a transaction or action that is adverse to
the company’s interest or that is not performed by the office holder in good faith.
73
A director who has a personal interest in a matter involving an extraordinary transaction, as defined in the Israeli Companies Law,
which is considered at a meeting of the board of directors or the audit committee may not attend that meeting or vote on that matter,
unless a majority of the directors or members of the audit committee, as applicable, also have a personal interest in the matter. Any
transaction in which a majority of the directors has a personal interest requires shareholder approval.
Compensation arrangements
Subject to the provisions relating to related-party transactions as described below, the terms of office of office holders other than
the chief executive officer and directors, require the approval of both our compensation committee and the board of directors; and the
terms of office of chief executive officers and directors require the approval of the compensation committee, the board of directors and
our shareholders. However due to the change in the Israeli Company law, from February 2016, the extension or renewal of terms of
office of chief executive officer, which terms are not improving the previous terms or not significantly different, and are according to
the compensation policy, shall not require approval by the shareholders meeting. In addition, according to recent changes in Israeli
Company law, chief executive officer can decide upon insignificant change in the terms of office of his subordinate officers, subject to
additional conditions and requirement to include such right in the compensation policy of the company (such requirement was fulfilled
in our renewed compensation policy which was approved by our shareholder’s committee on November 7, 2016). In addition,
according to Israeli Company Regulations (Relaxations in Transactions with Interested Parties) 5760-2000, transaction with board
members and chief executive, on their term of office, which is according to the compensation policy and according to terms of office
which are not better than the terms of office of previous holder of such position or there is no significant difference between the two
engagements and relevant circumstances, including the scope of employment, may be approved by our compensation committee and
the board of directors, and will not require general shareholders meeting approval until the next general meeting which will be
announced by the company. “terms of office” includes the grant of an exemption, insurance, undertaking to indemnify or
indemnification, retirement compensation, and any benefit, other payment or an undertaking to pay, which are granted by virtue of
serving as an office holder.
Shareholders
Controlling shareholders
Pursuant to Israeli law, the disclosure requirements regarding personal interests that apply to an office holder also apply to a
“controlling shareholder” of a public company. A “controlling shareholder” is a shareholder who has the ability to direct the activities
of a company, and for the purpose of the disclosure requirements and approval of related party transactions, the term includes any
shareholder holding 25% or more of the voting rights if no other shareholder holds more than 50% of the voting rights in the company.
Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder. Currently
there is no shareholder of us who holds more than 25% of the voting rights.
74
Required approval
Extraordinary transactions of a public company and a controlling shareholder, or in which a controlling shareholder has a personal
interest, including a private placement in which a controlling shareholder has a personal interest, a transaction concerning the terms of
compensation of the controlling shareholder or the controlling shareholder’s relative, directly or indirectly, through a company
controlled by him in respect of receipt of services from same and if he is an office holder or an employee – the terms of his
employment, generally require the approval of the audit committee (or with respect to Terms of Office and Employment – the
compensation committee), the board of directors and the shareholders, in that order. If required, shareholder approval must include the
majority of shares voted at the meeting. In addition, either:
the majority must include at least the majority of the shares of disinterested shareholders voted at the meeting; or
the total number of shares of disinterested shareholders who voted against the transaction must not exceed 2% of the aggregate
voting rights in the company.
Transactions for a period of more than three years generally need to be brought for approval in accordance with the above
procedures every three years.
A Shareholder is required according to Israeli Companies Law in certain votes on transactions to disclose his/her personal
interest. Failure to disclose such interest will invalidate the casted vote of such shareholder and the Company shall not count it.
According to our Articles of Association, a Shareholder seeking to vote using a proxy with respect to a resolution which requires that
the majority for its adoption include at least a specified majority of the votes of all those not having a personal interest (as defined in
the Companies Law) shall mark on the Proxy, if he or she has Personal Interest in such resolution, and in such case the Company will
not count his/her vote for such resolution. In event the shareholder will vote by other means than Proxy, he/she shall notify the
company of his/her Personal Interest in writing prior to the time of the General Meeting. Such notice either in Proxy or in writing (as
applicable) shall be a condition for the right to vote with respect to a resolution which requires that the majority for its adoption
include at least a specified majority of the votes of all those not having a Personal Interest.
Shareholder duties
Pursuant to the Israeli Companies Law, a shareholder has a duty to act in good faith and in customary way toward the company
and other shareholders and to refrain from abusing his or her power in the company, including, among other things, in voting at the
general meeting of shareholders and class meetings with respect to the following matters:
an amendment to the company’s articles of association;
an increase of the company’s authorized share capital;
a merger; or
interested party transactions that require shareholder approval.
In addition, specified shareholders have a duty of fairness toward the company. These shareholders include any controlling
shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any
shareholder who has the power to appoint or to prevent the appointment of an office holder of the company or other power towards the
company. The Israeli Companies Law does not describe the substance of this duty except to state that the remedies generally available
upon a breach of contract will also apply in the event of a breach of the duty to act with fairness.
75
Anti take-over provisions; mergers and acquisitions under Israeli Law
Tender offers
Full Tender Offer. A person wishing to acquire shares or any class of shares, or voting rights of a publicly traded Israeli company
and who would, as a result, hold over 90% of the company’s issued and outstanding share capital or of a class of shares that are listed,
is required by the Israeli Companies Law to make a tender offer to all of the company’s shareholders or all shareholders of such class
of shares, as applicable, for the purchase of all of the issued and outstanding shares of the company or of that class of shares, as
applicable. If the shareholders who do not respond to the offer hold less than 5% of the issued share capital of the company or of that
class of shares, as applicable, and the majority of shareholders who are disinterested accepted the offer, then all of the shares that the
acquirer offered to purchase will be transferred to the acquirer by operation of law (however, full tender offer shall be accepted if
shareholders who objected to the offer constituted less than 2% of the issued and outstanding share capital of the company to which
the offer relates). However, the shareholders may petition the court to determine that the consideration for the shares constituted less
than their fair value and that their fair value should be paid to the offerees. If the full tender offer is not accepted as described above,
the acquirer may not acquire shares from shareholders who accepted the tender offer that would provide it over 90% of the company’s
issued and outstanding share capital or of the shares comprising such class, as applicable.
Special Tender Offer. The Israeli Companies Law provides that an acquisition of shares of a public company must be made by
means of a tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights of the
company. This rule does not apply if there is already another holder of 25% or more of the voting rights of the company. Similarly, the
Israeli Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if as a
result of the acquisition the purchaser would become a holder of more than 45% of the voting rights of the company, if there is no
other holder of more than 45% of the voting rights of the company. The foregoing provisions do not apply to:
a private placement in which the company’s shareholders approved such holder owning 25% or more of the voting rights of the
company (provided that there is no other shareholder that holds 25% or more of the voting rights of the company); or more than
45% of the voting rights of the company (provided that there is no other shareholder that holds 45% or more of the voting rights
of the company); or
a purchase from an existing holder of 25% or more of the voting rights of the company that results in another person becoming a
holder of 25% or more of the voting rights of the company; or
purchase from an existing holder of more than 45% of the voting rights of the company that results in another person becoming a
holder of more than 45% of the voting rights of the company.
In the event that a special tender offer is made, a company’s board of directors is required to express its opinion on the
advisability of the offer or shall abstain from expressing any opinion if it is unable to do so, provided that it gives the reasons for its
abstention. An office holder in a target company who, in his or her capacity as an office holder, performs an action the purpose of
which is to cause the failure of an existing or foreseeable special tender offer or is to impair the chances of its acceptance, is liable to
the potential purchaser and shareholders for damages, unless such office holder acted in good faith and had reasonable grounds to
believe he or she was acting for the benefit of the company. However, office holders of the target company may negotiate with the
potential purchaser in order to improve the terms of the special tender offer, and may further negotiate with third parties in order to
obtain a competing offer.
If a special tender offer was accepted by a majority of the shareholders who announced their stand on such offer, then
shareholders who did not announce their stand or who had objected to the offer may accept the offer within four days of the last day
set for the acceptance of the offer.
In the event that a special tender offer is accepted, the purchaser or any person or entity controlling it at the time of the offer or
under common control with the purchaser or such controlling person or entity shall refrain from making a subsequent tender offer for
the purchase of shares of the target company and cannot execute a merger with the target company for a period of one year from the
date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender
offer.
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Regulations promulgated under the Israeli Companies Law provide that these tender offer requirements do not apply to companies
whose shares are listed for trading outside of Israel if, according to the law in the country in which the shares are traded or the rules
and regulations of the stock exchange on which the shares are traded:
• There is a limitation on acquisition of any level of control of the company, or
• The acquisition of any level of control requires the purchaser to offer a tender offer to the public.
Merger
The Israeli Companies Law permits merger transactions if approved by each party’s board of directors and shareholders. Pursuant
to the Israeli Companies Law and our articles of association as currently in effect, merger transactions may be approved by holders of
a simple majority of our shares present, in person or by proxy, at a general meeting and voting on the transaction. In determining
whether the required majority has approved the merger in the event of “cross ownership” between the merging companies, namely, if
our shares are held by the other party to the merger, or by any person holding at least 25% of the outstanding voting shares or 25% of
the means of appointing directors of the other party to the merger, then a vote against the merger by holders of the majority of the
shares present and voting, excluding shares held by the other party or by such person, or anyone acting on behalf of either of them,
including any of their affiliates, is sufficient to reject the merger transaction. If the transaction would have been approved but for the
exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at
least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value of
the parties to the merger and the consideration offered to the shareholders. Upon the request of a creditor of either party to the
proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the
merger, the surviving company will be unable to satisfy the obligations of any of the parties to the merger. In addition, a merger may
not be consummated unless at least 50 days have passed from the time that a proposal for approval of the merger has been filed with
the Israeli Registrar of Companies and 30 days have passed from the date of the approval of the shareholders of the merging
companies.
The Israeli Companies Law further provides that the foregoing approval requirements will not apply to shareholders of a wholly-
owned subsidiary in a roll-up merger transaction, or to the shareholders of the acquirer if:
the transaction is not accompanied by an amendment to the acquirer’s memorandum or articles of association;
the transaction does not contemplate the issuance of more than 20% of the voting rights of the acquirer that would result in any
shareholder becoming a controlling shareholder; and
there is no “cross-ownership” of shares of the merging companies, as described above.
For these purposes, “controlling shareholder” is a shareholder who has the ability to direct the activities of a company, including a
shareholder who owns 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights.
The Israeli Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares,
including shares providing certain preferred or additional rights to voting, distributions or other matters and shares having preemptive
rights. In the future, if we do create and issue a class of shares other than our ordinary shares, such class of shares, depending on the
specific rights that may be attached to them, may delay or prevent a takeover or otherwise prevent our shareholders from realizing a
potential premium over the market value of their ordinary shares. The authorization of a new class of shares will require an
amendment to our articles of association. Shareholders voting at such a meeting will be subject to the restrictions under the Israeli
Companies Law. See “Voting, Shareholder Meetings and Resolutions” below.
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Dividend and Liquidation Rights.
We may declare a dividend to be paid to the holders of our ordinary shares according to their rights and interests in our profits. If
we dissolve, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion
to their shareholdings. This right may be affected by the grant of preferential dividend or distribution rights to the holders of a class of
shares with preferential rights that may be authorized in the future. Our articles of association provide that shareholder approval would
not be required for the declaration of dividends. Dividends may only be paid out of our retained earnings or “profits” accrued over a
period of two years, as defined in the Israeli Companies Law, whichever is greater, according to the last reviewed or audited financial
reports of the company, provided that the date of the financial reports is not more than six months before the date of distribution (the
“profits” test), and further provided that there is no reasonable concern that a payment of a dividend will prevent us from satisfying
our existing and foreseeable obligations as they become due, as determined by our Board of Directors. However, if we do not meet the
profit requirement, a court may allow us to distribute a dividend, as long as the court is convinced that there is no reasonable risk that
a distribution might prevent us from being able to meet our existing and anticipated obligations as they become due. For more
information on our ability to grant or declare dividends, see Item 8.A – Financial Information under the caption “Dividend
Distribution Policy” above.
Voting, Shareholder Meetings and Resolutions.
As a foreign private issuer, we have elected to follow our home country practices in lieu of the Nasdaq Marketplace Rule
requiring an issuer to hold its annual meeting of its shareholders no later than one year after the end of the issuer’s fiscal year-end.
Specifically, according to the Israeli Companies Law, we are required to hold an annual general meeting of our shareholders once
every calendar year, and no later than 15 months after the date of the previous annual general meeting. All meetings other than the
annual general meeting of shareholders are referred to as special meetings. Our Board of Directors may call special meetings
whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Israeli Companies Law
provides that the board of directors of a public company is required to convene a special meeting upon the request of (a) any two
directors of the company or one quarter of its board of directors or (b) one or more shareholders holding, in the aggregate, (i) 5% of
the outstanding shares of the company and 1% of the voting power in the company or (ii) 5% of the voting power in the company.
Pursuant to our articles of association, shareholders are entitled to participate and vote at general meetings and are the
shareholders of record on a date to be decided by our Board of Directors, provided that such date is not more than 40 days, nor less
than four days, prior to the date of the general meeting, except as otherwise permitted by the Israeli Companies Law. Furthermore, the
Israeli Companies Law dictates that resolutions regarding the following matters must be passed at a general meeting of our
shareholders:
amendments to our articles of association;
appointment or termination of our auditors;
appointment and dismissal of external directors;
approval of acts and transactions requiring general meeting approval pursuant to the Israeli Companies Law;
increase or reduction of our authorized share capital;
a merger; and
the exercise of the Board of Directors’ powers by a general meeting, if the Board of Directors is unable to exercise its powers and
the exercise of any of its powers is required for our proper management.
The Israeli Companies Law and our articles of association require that a notice of any annual or special shareholders meeting will
be provided 21 days prior to the meeting, except where the regulation prescribe for a period of not less than 35 days if the agenda
includes certain resolutions to be adopted at the general meeting.
Pursuant to our articles of association, holders of ordinary shares have one vote for each ordinary share held on all matters
submitted to a vote of the shareholders. These voting rights may be affected by the grant of any special voting rights to the holders of a
class of shares with preferential rights that we may authorize in the future. The quorum required for our ordinary meetings of
shareholders consists of at least two shareholders present in person or by proxy, who hold or represent between them at least thirty-
three and one-third percent of the total outstanding voting rights. A meeting adjourned for lack of a quorum generally is adjourned to
the same day in the following week at the same time and place or on a later date specified in the summons or notice of the meeting. At
the reconvened meeting, any number of our shareholders present in person or by proxy shall constitute a lawful quorum.
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Our articles of association provide that, other than with respect to the amendment of the provisions of the articles of association
with respect to the appointment of directors and a resolution for removal of a director, which action requires a majority vote of 75%,
all resolutions of the shareholders require a simple majority.
Israeli law does not provide for public companies such as ours to have shareholder resolutions adopted by means of a written
consent in lieu of a shareholders meeting. The Israeli Companies Law provides that a shareholder, in exercising his or her rights and
performing his or her obligations toward the company and its other shareholders, must act in good faith and in an acceptable manner
and avoid abusing his or her powers. This is required, among other things, when voting at general meetings on matters such as
changes to the articles of association, increasing the company’s registered capital, mergers and approval of related-party transactions.
In addition, pursuant to the Israeli Companies Law, any controlling shareholder, any shareholder who knows that its vote can
determine the outcome of a shareholder vote and any shareholder who, under the company’s articles of association, can appoint or
prevent the appointment of an office holder, is required to act with fairness towards the company.
An ordinary resolution requires approval by the holders of a simple majority of the voting rights represented at the meeting, in
person, by proxy or by written ballot, and voting on the resolution. Under the Israeli Companies Law, unless otherwise provided in the
articles of association or applicable law, all resolutions of the shareholders require a simple majority. A resolution for the voluntary
winding up of the company requires the approval of holders of 75% of the voting rights represented at the meeting, in person, by
proxy or by written ballot and voting on the resolution. For information regarding the majority required for approval of related party
transactions, see “Approval of related party transactions under Israeli law” above.
Transfer of Shares and Notice.
Our ordinary shares that are fully paid are issued in registered form and may be freely transferred under our articles of association
unless the transfer is restricted or prohibited by applicable law or rules of a stock exchange on which the shares are traded.
Election of Directors.
Our ordinary shares do not have cumulative voting rights in the election of directors. As a result, the holders of a majority of the
voting power represented at a shareholders meeting have the power to elect all of our directors, subject to the special approval
requirements for external directors described under the caption “External directors” in Item 6.C. – “Board Practices” above. Pursuant
to the Israeli Companies Law, the procedures for the appointment and removal and the term of office of directors, other than external
directors, may be contained in the articles of association of a company. Our articles of association provide for staggered terms for
directors. This provision may be amended only by a vote of 75% of our shares voting at a meeting of shareholders. The appointing
mechanism of our directors is further described under the caption “Shareholders Agreement and Articles of Association of Moked
Ituran Ltd.” in item 6.A. – “Directors and Senior Management” above.
Insurance, Indemnification and Exculpation of Directors and Officers.
Under the Israeli Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty.
An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused
to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of
association. Our articles of association do not include such a provision. An Israeli company may not exculpate a director for liability
arising out of a breach of duty of care in respect of a prohibited dividend or distribution to shareholders.
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Under the Israeli Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses
incurred for acts performed as an office holder, either in advance of an event or following an event, provided a provision authorizing
such indemnification is included in its articles of association:
•
Financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s
award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is
provided in advance then such an undertaking must be limited to events which, in the opinion of the board of directors,
can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or
according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking
shall detail the abovementioned events and amount or criteria.
• Reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or
proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided
that (i) no indictment was filed against such office holder as a result of such investigation or proceeding, and (ii) no
financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as
a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an
offense that does not require proof of criminal intent or in connection with monetary penalty.
• Reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in
proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal
proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require
proof of criminal intent. Under the Israeli Companies Law, a company may obtain insurance for an office holder against
liabilities incurred in his or her capacity as an office holder if and to the extent provided in the company’s articles of
association.
• A breach of duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable
basis to believe that the act would not prejudice the company.
• A breach of duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the
office holder.
• A financial liability imposed on the office holder in favor of a third party.
An Israeli company may not indemnify or insure an office holder against any of the following:
•
•
•
•
a breach of duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to
believe that the act would not prejudice the company;
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of
the office holder;
an act or omission committed with intent to derive illegal personal benefit; or
a fine, civil fine, monetary penalty or forfeit levied against the office holder.
Under the Israeli Companies Law, exculpation, indemnification and insurance of office holders must be approved by our
compensation committee and our board of directors and, in respect to our chief executive officer, directors and controlling persons, by
our shareholders. However due to the change in the Israeli Company law, from February 2016, the extension or renewal of terms of
office (which includes exculpation, indemnification and insurance) of chief executive officer, which terms are not improving the
previous terms or not significantly different, and are according to the compensation policy, shall not require approval by the
shareholders meeting. In addition, according to changes in Israeli Company law from March 2016, chief executive officer can decide
upon insignificant change in the terms of office of his subordinate officers, subject to additional conditions and requirement to include
such right in the compensation policy of the company.
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Our articles of association allow us to indemnify and insure our office holders to the fullest extent permitted by the Israeli
Companies Law. Our articles of association also allow us to insure or indemnify any person who is not an office holder, including any
employee, agent, consultant or contractor who is not an office holder.
We currently have directors’ and officers’ liability insurance covering our officers and directors (including the officers and
directors of our subsidiaries) against certain claims. No claims for liability have been filed under this policy to date.
Our compensation committee, board of directors and shareholders have resolved to indemnify our directors and officers to the
fullest extent permitted by law and by our articles of association for liabilities that are of certain enumerated types of events, subject to
an aggregate sum equal to 25% of the shareholders equity outstanding at the time a claim for identification is made as indicated by our
then latest financial statements (which sum also includes all insurance amounts received by such directors and officers under directors
and officers insurance policies maintained by us). For further details, see Item 7.B – Related Party Transactions above.
Change in Capital.
Our articles of association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the
Israeli Companies Law and must be approved by a resolution duly passed by our shareholders at a general meeting and voting on such
change in the capital. In addition, transactions that have the effect of reducing capital, such as the declaration and payment of
dividends in the absence of sufficient retained earnings and profits and an issuance of shares for less than their nominal value, require
a resolution of the Board of Directors and court approval.
C.
MATERIAL CONTRACTS
For information concerning our service contracts with our President and Co-Chief Executive Officers, see Item 7.B – Related
Party Transactions.
D.
EXCHANGE CONTROLS
ordinary shares purchased by nonresidents of Israel with certain non-Israeli currencies (including dollars) and any amounts
payable upon the dissolution, liquidation or winding up of our affairs, as well as the proceeds of any sale in Israel of our securities to
an Israeli resident, may be paid in non-Israeli currencies (including US dollars) or, if paid in NIS, may be converted into freely
repatriable currencies at the rate of exchange prevailing at the time of conversion – pursuant to the general permit issued under the
Israeli Currency Control Law, 1978, provided that Israeli income tax has been paid on (or withheld from) such payments. Because
exchange rates between the NIS and the U.S. dollar fluctuate continuously, U.S. shareholders will be subject to any such currency
fluctuation during the period from when a dividend is declared through the date payment is made in U.S. dollars. Investments outside
Israel by our company no longer require specific approval from the Controller of Foreign Currency at the Bank of Israel.
E.
TAXATION
The following describes certain income tax issues relating to us and also certain income tax consequences arising from the
purchase, ownership and disposition of our ordinary shares. This discussion is for general information only and is not intended,
and should not be construed, as legal or professional tax advice and does not cover all possible tax considerations. To the extent
that the discussion is based on legislation yet to be judicially or administratively interpreted, there can be no assurance that the views
expressed herein will accord with any such interpretation in the future. Accordingly, holders of our ordinary shares should consult
their own tax advisor as to the particular tax consequences arising from your purchase, ownership and disposition of ordinary shares,
including the effects of applicable Israeli, United States and other laws and possible changes in the tax laws.
The following discussion represents a summary of the material United States & Israeli tax laws affecting us and our shareholders.
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United States Tax Considerations
The following discussion is a description of the material United States, or US, federal income tax considerations applicable to the
acquisition, ownership and disposition of our ordinary shares by US Holders who hold such ordinary shares as “capital assets”. As
used in this section, the term “US Holder” means a beneficial owner of an ordinary share who is:
an individual citizen or resident of the United States;
a corporation or partnership created or organized in or under the laws of the United States or of any state of the United States or
the District of Columbia (other than a partnership, including any entity treated as a partnership for U.S. tax purposes, that is not
treated as a US person under any applicable Treasury regulations);
an estate, the income of which is subject to United States federal income taxation regardless of its source; or
a trust if the trust has elected validly to be treated as a US person for United States federal income tax purposes or if a US court is
able to exercise primary supervision over the trust’s administration and one or more US persons have the authority to control all
of the trust’s substantial decisions.
The term “Non-US Holder” means a beneficial owner of an ordinary share who is not a US Holder. The tax consequences to a
Non-US Holder may differ substantially from the tax consequences to a US Holder. This discussion does not address any aspects of
US federal income tax which may be relevant to a Non-US Holder. Accordingly, Non-US Holders are strongly urged to consult with
their own tax advisors.
This description is based on provisions of the United States Internal Revenue Code of 1986, as amended, existing, proposed and
temporary US Treasury regulations and administrative and judicial interpretations thereof, each as available and in effect as of the date
of this report. These sources may change, possibly with retroactive effect, and are open to differing interpretations. This description
does not discuss all aspects of US federal income taxation that may be applicable to investors in light of their particular circumstances
or to investors who are subject to special treatment under US federal income tax law, including:
insurance companies;
dealers or traders in stocks, securities or currencies;
financial institutions and financial services entities;
real estate investment trusts;
regulated investment companies;
grantor trusts;
persons that receive ordinary shares as compensation for the performance of services;
tax-exempt organizations;
persons that hold ordinary shares as a position in a straddle or as part of a hedging, conversion or other integrated instrument;
individual retirement and other tax-deferred accounts;
expatriates of the United States;
persons having a functional currency that is not the US dollar; or
direct, indirect or constructive owners of 10% or more, by voting power or value, of our ordinary shares.
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This description also does not consider the US federal gift or estate tax or alternative minimum tax consequences of the
acquisition, ownership and disposition of our ordinary shares.
If a partnership (or any other entity treated as a partnership for US federal income tax purposes) holds our ordinary shares, the tax
treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a
partner should consult its tax advisor as to its tax consequences.
We urge our shareholders to consult with your own tax advisor regarding the tax consequences of acquiring, owning or
disposing of our ordinary shares, including the effects of US federal, state, local and foreign and other tax laws. This summary
does not constitute, and should not be construed as, legal or tax advice to holders of our shares.
Medicare Tax
Beginning January 1, 2013, certain individuals, estates and trusts, which have income above the statutory threshold amounts,
generally will be subject to a 3.8% Medicare tax on their investment income and gain, with limited exceptions. US Holders should
consult their own tax advisors concerning Medicare tax consequences, if any, of owning or disposing of our ordinary shares.
Distribution Paid on the Ordinary Shares
As of November 16, 2009, our dividend policy provides for an annual dividend distribution in an amount not less than 50% of our
net profits, calculated based on the audited financial statements for the period ending on December 31 of the fiscal year with respect to
which the relevant dividend is paid. On February 21, 2012, we revised our dividend policy so that our dividends will be declared and
distributed on a quarterly basis in an amount not less than 50% of our net profits, calculated on the basis of our reviewed quarterly
financial statements each fiscal year. On February 27, 2017, the board of directors approved a change in the dividend policy. The new
policy calls for a dividend of $5 million, at minimum per quarter, this new policy became effective starting from the dividends for the
first quarter of 2017.
Subject to the discussion below under “Passive Foreign Investment Company Considerations”, US Holders, for US federal
income tax purposes, will generally be required to include in their gross income as ordinary dividend income (unless qualifies as
“qualified dividend income”) in the amount of any distributions made to them in cash or property (other than certain distributions, if
any, of our ordinary shares distributed pro rata to all our shareholders), with respect to their ordinary shares, before reduction for any
Israeli taxes withheld (without regard to whether any portion of such tax may be refunded to them by the Israeli tax authorities), to the
extent that those distributions are paid out of our current or accumulated earnings and profits as determined for US federal income tax
purposes. Subject to the discussion below under “Passive Foreign Investment Company Considerations”, distributions in excess of our
current and accumulated earnings and profits as determined under US federal income tax principles will be applied first against, and
will reduce their tax basis in, your ordinary shares and, to the extent they exceed that tax basis, will then be treated as capital gain. We
do not maintain calculations of our earnings and profits under US federal income tax principles. Our dividends will not qualify for the
dividends-received deduction generally available to corporate US Holders.
For a US Holder, if we pay a dividend in NIS, any such dividend, including the amount of any Israeli taxes withheld, will be
includible in such US Holder’s income in a US dollar amount calculated by reference to the currency exchange rate in effect on the
day the distribution is includible in your income, regardless of whether the NIS are converted into US dollars. Any gain or loss
resulting from currency exchange fluctuations during the period from the date the dividend is includible in such US Holder’s income
to the date that payment is converted into US dollars generally will be treated as ordinary income or loss.
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A non-corporate US Holder’s “qualified dividend income” currently is subject to tax at reduced rates not exceeding 23.8%
(including, if applicable, Medicare tax at a rate of 3.8%). For purposes of determining whether a non-corporate US Holders will have
“qualified dividend income,” “qualified dividend income” generally includes dividends paid by a foreign corporation if either:
the stock of that corporation with respect to which the dividends are paid is readily tradable on an established securities market in
the US, or
that corporation is eligible for benefits of a comprehensive income tax treaty with the US that includes an information exchange
program and is determined to be satisfactory by the US Secretary of the Treasury. The Internal Revenue Service has determined
that the US-Israel Tax Treaty is satisfactory for this purpose.
In addition, under current law, a non-corporate US Holder must generally hold his ordinary shares for more than 60 days during
the 121-day period beginning 60 days prior to the ex-dividend date in order for the dividend to qualify as “qualified dividend income.”
Dividends paid by a foreign corporation will not be treated as “qualified dividend income”, however, if such corporation is
treated, for the tax year in which the dividend is paid or the preceding tax year, as a “passive foreign investment company” for US
federal income tax purposes. We do not believe that we will be classified as a “passive foreign investment company” for US federal
income tax purposes for our current taxable year. However, see the discussion under “Passive Foreign Investment Company
Considerations” below.
Foreign Tax Credit
Any dividends paid by us to a US Holder with respect to our ordinary shares generally will be treated as foreign source passive
income for US foreign tax credit purposes. Subject to the foreign tax credit limitations, a US Holder may elect to credit any Israeli
income taxes withheld from dividends paid on our ordinary shares against such shareholder’s US federal income tax liability
(provided, inter alia, such shareholder satisfies certain holding requirements with respect to our ordinary shares). Amounts withheld in
excess of the Treaty tax rate, however, will not be creditable against such shareholder’s US federal income tax liability. As an
alternative to claiming a foreign tax credit, such shareholder may instead claim a deduction for any withheld Israeli income taxes, but
only for a year in which such shareholder elects to do so with respect to all foreign income taxes. The amount of foreign income taxes
that may be claimed as a credit in any year is subject to complex limitations and restrictions, which must be determined on an
individual basis by each shareholder. Accordingly, our shareholders should consult their own tax advisor to determine whether their
income with respect to their ordinary shares would be foreign source income and whether and to what extent they would be entitled to
the credit.
Disposition of Ordinary Shares
Upon the sale or other disposition of ordinary shares, subject to the discussion below under “Passive Foreign Investment
Company Considerations”, if a holder of our shares is a US Holder, such shareholder generally will recognize capital gain or loss
equal to the difference between the amount realized on the disposition and such shareholder’s adjusted tax basis in the ordinary shares,
which is usually the cost of such shares, in dollars. US Holders should consult their own advisors with respect to the tax consequences
of the receipt of a currency other than dollars upon such sale or other disposition.
Gain or loss upon the disposition of the ordinary shares will be treated as long-term if, at the time of the disposition, the ordinary
shares were held for more than one year. Long-term capital gains realized by non-corporate US Holders generally are subject to a
lower maximum marginal US federal income tax rate than the maximum marginal US federal income tax rate applicable to ordinary
income, other than qualified dividend income, as defined above, generally, not exceeding 23.8% (including, if applicable, Medicare
tax at a rate of 3.8%). The deductibility of capital losses by a US Holder is subject to limitations. In general, any gain or loss
recognized by a US Holder on the sale or other disposition of ordinary shares will be US source income or loss for US foreign tax
credit purposes. US Holders should consult their own tax advisors concerning the source of income for US foreign tax credit purposes
and the effect of the US-Israel Tax Treaty on the source of income.
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Passive Foreign Investment Company Considerations
Special US federal income tax rules apply to US Holders owning shares of a “passive foreign investment company”, or a PFIC,
for US federal income tax purposes. A non-US corporation will be considered a PFIC for any taxable year in which, after applying
look-through rules, either
75% or more of its gross income consists of specified types of passive income, or
50% or more of the average value of its assets consists of passive assets, which generally means assets that generate, or are held
for the production of, “passive income.”
Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities
transactions and includes amounts derived by reason of the temporary investment of funds. If we were classified as a PFIC, and
you are a US Holder, you could be subject to increased tax liability upon the sale or other disposition of ordinary shares or upon
the receipt of amounts treated as “excess distributions” (generally, your ratable portion of distributions in any year which are
greater than 125% of the average annual distribution received by you either in the shorter of the three preceding years or your
holding period). Under these rules, the excess distribution and any gain would be allocated ratably over our shareholders’ holding
period for the ordinary shares, and the amount allocated to the current taxable year and any taxable year prior to the first taxable
year in which we were a PFIC would be taxed as ordinary income. The amount allocated to each of the other taxable years would
be subject to tax at the highest marginal rate in effect for the applicable class of taxpayer for that year, and an interest charge for
the deemed deferral benefit would be imposed on the resulting tax allocated to such other taxable years. In addition, holders of
stock in a PFIC may not receive a “step-up” in basis on shares acquired from a decedent. If any of our shareholders are US
Holders who hold ordinary shares during a period when we are a PFIC, such shareholders be subject to the foregoing rules even if
we cease to be a PFIC.
We believe that we will not be classified as a PFIC for US federal income tax purposes for our current taxable year and we
anticipate that we will not become a PFIC in any future taxable year based on our financial statements, our current expectations
regarding the value and nature of our assets, and the sources and nature of our income. This conclusion, however, is a factual
determination that must be made annually based on income and assets for the entire taxable year and thus may be subject to change. It
is not possible to determine whether we will be a PFIC for the current taxable year until after the close of the year and our status in
future years depends on our income, assets and activities in those years. In addition, because the market price of our ordinary shares is
likely to fluctuate and the market price of the shares of technology companies has been especially volatile, and because that market
price may affect the determination of whether we will be considered a PFIC, we cannot assure any US Holder that we will not be
considered a PFIC for any taxable year.
If we were a PFIC, our shareholders could avoid certain tax consequences referred to above by making an election to treat us as a
qualified electing fund or by electing to mark the ordinary shares to market. A US Holder may make a qualified electing fund election
only if we furnish the US Holder with certain tax information and we do not presently intend to prepare or provide this information.
Alternatively, a US Holder of PFIC stock that is publicly traded may elect to mark the stock to market annually and recognize as
ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value
of the PFIC stock and the US Holder’s adjusted tax basis in the PFIC stock. Losses would be allowed only to the extent of net mark-
to-market gain previously included by the US Holder under the election for prior taxable years. This election is available for as long as
our ordinary shares constitute “marketable stock,” which includes stock that is “regularly traded” on a “qualified exchange or other
market.” We believe that the Nasdaq Global Select Market will constitute a qualified exchange or other market for this purpose.
However, no assurances can be provided that our ordinary shares will continue to trade on the Nasdaq Global Select Market or that the
shares will be regularly traded for this purpose.
According to law amendments effective in 2010, US persons that are shareholders in a PFIC generally will be required to file an
annual report disclosing the ownership of such shares and certain other information.
85
The rules applicable to owning shares of a PFIC are complex, and our shareholders should consult with their own tax advisor
regarding the tax consequences that would arise if we were treated as a PFIC.
Information Reporting and Back-up Withholding
Dividend payments with respect to ordinary shares and proceeds from the sale or disposition of ordinary shares made within the
United States or by a US payor or US middleman may be subject to information reporting to the Internal Revenue Service and
possible US backup withholding. Certain exempt recipients (such as corporations) are not subject to these information reporting
requirements. Backup withholding also will not apply to a US Holder who furnishes a correct taxpayer identification number and
makes any other required certification or otherwise is exempt from US backup withholding requirements. US Holders who are
required to establish their exempt status must provide such certification on Internal Revenue Service Form W-9. US Holders should
consult their tax advisors regarding the application of the US information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a US
Holder’s US federal income tax liability and a US Holder may obtain a refund of any excess amounts withheld by filing the
appropriate claim for refund with the Internal Revenue Service and furnishing any required information in a timely manner. The
above description is not intended to constitute a complete analysis of all tax consequences relating to acquisition, ownership
and disposition of our ordinary shares. Our shareholders are urged to consult their own tax advisor concerning the tax
consequences of their particular situation.
Israeli Tax Considerations
The following is a summary of the current material Israeli tax laws applicable to companies in Israel with special reference to its
effect on us. This section also contains a discussion of certain Israeli government programs from which we may benefit and some
Israeli tax consequences to persons acquiring ordinary shares. This summary does not discuss all the acts of Israeli tax law that may be
relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special
treatment under Israeli law. Examples of this kind of investor include residents of Israel, traders in securities or persons that own,
directly or indirectly, 10% or more of our outstanding capital, all of whom are subject to special tax regimes not covered in this
discussion. Some parts of this discussion are based on new tax legislation that has not been subject to judicial or administrative
interpretation. Accordingly, we cannot assure you that the views expressed in the discussion will be accepted by the tax authorities in
question. The discussion is not intended and should not be construed as legal or professional tax advice and does not cover all possible
tax considerations.
The discussion below should not be construed as legal or professional tax advice and does not cover all possible tax
considerations. Potential investors are urged to consult their own tax advisors as to the Israeli or other tax consequences of the
purchase, ownership and disposition of our ordinary shares, including in particular, the effect of any foreign, state or local taxes.
General Corporate Tax Structure in Israel
Israeli companies are generally subject to corporate tax on their taxable income. In 2013 the corporate tax rate was 25%. On
August 5, 2013 the Israeli Parliament amended the Income Tax Ordinance, by which, inter alia, the corporate tax rate was raised by
1.5% to a rate of 26.5% s from 2014, and in 2015was 26.5%, and for 2016 the corporate tax decreased to a rate of 25%. According to
new amendment, the regular corporate tax for 2017 decreased to a rate of 24% and, as of 2018 and thereafter, there will be a further
reduction to 23%. Capital gains derived after January 1, 2010 are subject to a corporate tax rate imposed in the sale year.
86
Tax Benefits Under the Law for the Encouragement of Capital Investments, 1959, as amended
Under the Israeli law, Israeli subsidiaries of the company are entitled to various tax benefits by virtue of the “Preferred
Enterprise” status that was granted to their production under the “Investment Law”. There can be no assurance that those Israeli
subsidiaries will continue to qualify as “Preferred Enterprises” in the future or that the benefits will be granted in the future.
Reform of the Investments Law under the 2010 and 2013 Amendments
On December 29, 2010, the Israeli parliament approved an amendment to the Investments Law, effective as of January 1, 2011,
which introduces a new status of “Preferred Company” and “Preferred Enterprise”. The amendment allows enterprises meeting
certain required criteria to enjoy grants as well as tax benefits. The amendment also introduces certain changes to the map of
geographic development areas for purposes of the Investments Law, which will take effect in future years. The amendment generally
abolishes the previous tax benefit routes that were afforded under the Investment Law, specifically the tax-exemption periods
previously allowed, and introduces new tax benefits for industrial enterprises meeting the criteria of the law, which include among
others the following:
• A reduced corporate tax rate for industrial enterprises, provided that more than 25% of their annual income is derived from
export, which will apply to the enterprise’s entire preferred income so that in the tax years 2011-2012 the reduced tax rate
will be 15% for preferred income derived from industrial facilities located in located in areas which are not classifies as area
A. In the tax year 2013 the reduced tax rate was 12.5%.
On August 5, 2013 the Israeli Parliament amended the Investments Law, by which, inter alia, it canceled the scheduled
progressive reduction in the corporate tax rate for Preferred Enterprises and set it at 16% for enterprises located elsewhere as
of January 1, 2014.
On December 2016 the Israeli Parliament amended the Investments Law, by which, inter alia, it reduced for Preferred
Enterprises which is located in areas other than “Development Zone A” and set it at 7.5% for enterprises located elsewhere as
of January 1, 2017.
• The reduced tax rates will no longer be contingent upon making a minimum qualifying investment in productive assets.
• A definition of “preferred income” was introduced into the Investments Law to include certain types of income that are
generated by the Israeli production activity of a preferred enterprise.
A Preferred Company (as defined in the Investments Law) may generally elect to apply the provisions of the amendment to
preferred income produced or generated by it commencing from January 1, 2011. The amendment provides various transitional
provisions which allow, under certain circumstances, to apply the new regime to investment programs previously approved or elected
under the Investments Law in its previous form, or to continue existing investment programs under the provisions of the Investment
Law in its previous form for a certain period of time.
As of December 31, 2017, only one of our Israeli subsidiaries is entitled to a “Preferred Company” status pursuant to the
Investments Law.
Tax Benefits under the 2016 Amendment
In December 2016 new legislation amended the Investment Law (the “2016 Amendment”). Under the 2016 Amendment a new
status of “Technological Preferred Enterprise” was introduced to the Investment Law.
87
Technological Preferred Enterprise – an enterprise which, amongst other conditions, is part of a consolidated group with
consolidated revenues of less than NIS 10 billion. A Technological Preferred Enterprise which is located in areas other than
Development Zone A will be subject to tax at a rate of 12% on profits derived from intellectual property, and a Technological
Preferred Enterprise in Development Zone A will be subject to tax at a rate of 7.5%.
Taxation of Non-Israeli Subsidiaries
Non-Israeli subsidiaries are generally taxed based upon tax laws applicable in their countries of residence. In accordance with the
provisions of Israeli-controlled foreign corporation rules, certain income of a non-Israeli subsidiary, if the subsidiary’s primary source
of income is passive income (such as interest, dividends, royalties, rental income or income from capital gains), may be deemed
distributed as a dividend to the Israeli parent company and consequently is subject to Israeli taxation. An Israeli company that is
subject to Israeli taxes on such deemed dividend income of its non-Israeli subsidiaries may generally receive a credit for non-Israeli
income taxes paid by the subsidiary in its country of residence or are to be withheld from the actual dividend distributions.
On December 23, 2013 the Israeli Parliament amended the Income Tax Ordinance, with profound changes to the tax treatment of
CFC, mainly with regard to the following:
• Reducing the tax rate criterion: a company is considered CFC If the tax rate applicable to passive income does not exceed 15
•
% (instead of 20 %).
Sale of a security will be considered passive income, unless the holding duration is less than one year and it has been shown
that the security served in a business.
• Cancel the notional credit mechanism and replacing it with dividend deduction against the actual dividend distribution. Tax
refund may be allowed under certain conditions.
• Dividends derived from income that was taxed at a rate of at least 15% shall not be considered “passive income” under
certain conditions.
Taxation of our shareholders
Capital Gains Taxes Applicable to Israeli Resident Shareholders
The income tax rate applicable to Real Capital Gain derived by an Israeli individual from the sale of shares which had been
purchased after January 1, 2012, whether listed on a stock exchange or not, is 25%. However, if such shareholder is considered a
“Substantial Shareholder” (as defined below) at the time of sale or at any time during the preceding 12-month period, such gain will
be taxed at the rate of 30%. A “substantial shareholder” is generally a person who alone, or together with his relative or another
person who collaborates with him on a permanent basis, hold, directly or indirectly, at least 10% of any of the “means of control” of
the corporation. “Means of control” generally include the right to vote, receive profits, nominate a director or an officer, receive
assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, and all regardless of the source of such
right.
Generally, as of January 1, 2012, the tax rate applicable to capital gains derived from by Israeli resident company on the sale of
shares, whether listed on a stock market or not, is the corporate tax rate in Israel (commencing from January 1, 2018, 23%).
Commencing as of January 1, 2017, an individual whose taxable income during a tax year is in excess of NIS 640,000, will be
liable for an additional 3% on the portion that is in excess of NIS 640,000.
88
Moreover, capital gains derived by a shareholder who is a dealer or trader in securities, or to whom such income is otherwise
taxable as ordinary business income, are taxed in Israel at ordinary income rates (currently up to 48% for individuals in 2014).
Pursuant to Amendment No. 234 to the Income Tax Ordinance there was a decrease of 1% and stands at 47% from January 1, 2017
and onwards.
Taxation of Israeli shareholders on receipt of dividends
Israeli resident individuals are subject to Israeli income tax on the receipt of dividends paid, at the rate of 25%, or 30% for a
shareholder that is considered a “Substantial Shareholder” (as defined above) at any time during the 12-month period preceding such
distribution. A distribution of dividend to Israeli resident individuals from income attributed to a Preferred Enterprise will be generally
subject to a withholding tax rate of 20%. An individual whose taxable income during a tax year is in excess of NIS 810,720, will be
liable for an additional 2% on the portion that is in excess of NIS 810,720. from January 1, 2017 taxpayers having taxable income of
NIS 640,000 will be subject to an additional tax payment at the rate of 2% (and commencing from January 1, 2017 – an additional tax
payment at the rate of 3%) on the portion of their taxable income for such tax year that is in excess such threshold. For this purpose,
taxable income includes taxable capital gains from the sale of our shares and taxable income from dividend distributions.
Dividends paid from income derived from Preferred Enterprises are subject to withholding at the rate of 20%. Any dividends
distributed to foreign companies, as defined in the Investment law, derived from income from the Technological Preferred Enterprise
will be subject to tax at a rate of 4%.
Dividends paid on our ordinary shares to Israeli companies are exempt from such tax, except for dividends distributed from
income derived outside of Israel, which are subject to the corporate tax rate.
Taxation of non-Israeli shareholders on receipt of dividends.
Non-residents of Israel are subject to income tax on income accrued or derived from sources in Israel, including dividends paid by
Israeli companies. On distributions of dividends other than stock dividends, income tax (generally collected by means of withholding)
will generally apply at the rate of 25%, or 30% for a shareholder that is considered a significant shareholder (as defined above) at any
time during the 12-month period preceding such distribution, unless a different rate is provided in a treaty between Israel and the
shareholder’s country of residence. Dividends paid from income derived from Approved or Benefited Enterprises are subject to
withholding at the rate of 20%, or 4% for Benefited Enterprises in the Ireland Track. Under the U.S.-Israel Tax Treaty, the maximum
tax on dividends paid to a holder of ordinary shares who qualifies as a resident of the United States within the meaning of the U.S.-
Israel Tax Treaty is 25%. The treaty provides for reduced tax rates on dividends if (a) the shareholder is a U.S. corporation holding at
least 10% of our issued voting power during the part of the tax year that precedes the date of payment of the dividend and held such
minimal percentage during the whole of its prior tax year, and (b) not more than 25% of the Israeli company’s gross income consists
of interest or dividends, other than dividends or interest received from subsidiary corporations or corporations 50% or more of the
outstanding voting shares of which is owned by the Israeli company. The reduced treaty rate, if applicable, is 15% in the case of
dividends paid from income derived from Approved, Benefited or Preferred Enterprise or 12.5% otherwise.
A distribution of dividend to non-Israeli resident from income attributed to a Preferred Enterprise will be generally subject to
withholding tax rates of 20%, subject to a reduced rate under the provisions of any applicable double tax treaty.
A non-resident of Israel who receives dividends from which tax was withheld is generally exempt from the duty to file returns in
Israel in respect of such income, provided such income was not derived from a business conducted in Israel by the taxpayer, and the
taxpayer has no other taxable sources of income in Israel.
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Capital Gains Taxes Applicable to Non-Israeli Resident Shareholders.
Israeli law generally imposes a capital gains tax on the sale of securities and any other capital asset. But, non-Israeli residents are
exempt from Israeli capital gains tax on any gains derived from the sale of shares of Israeli companies publicly traded on a recognized
stock exchange or regulated market outside of Israel, provided that the shares were purchased after January 1, 2009, capital gain does
not belong to the foreign resident’s permanent business in Israel, the security was not acquired by the foreign resident from a relative
and the shares are not listed on Israeli stock exchange upon the sale of the shares. After the company’s shares had been listed for
trading on a foreign Exchange and the provisions of section 101 of the Ordinance, the provisions of the Adjustments Law and
provisions under section 130A of the Ordinance do not apply to the capital gain, non-Israeli corporations will not be entitled to such
exemption if an Israeli resident (i) has a controlling interest of more than 25% in such non-Israeli corporation, or (ii) is the beneficiary
or is entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.
In some instances where our shareholders may be liable to Israeli tax on the sale of their ordinary shares, the payment of the
consideration may be subject to the withholding of Israeli tax at the source.
F.
DIVIDENDS AND PAYING AGENTS
Not applicable
G.
STATEMENT BY EXPERTS
Not applicable.
H.
DOCUMENTS ON DISPLAY
We are required to file reports and other information with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 and the regulations thereunder applicable to foreign private issuers. Reports and other information filed by us
with the Securities and Exchange Commission may be inspected and copied at the Securities and Exchange Commission’s public
reference facilities described below. We are not required to file periodic information as frequently or as promptly as United States
companies. As a foreign private issuer, we are also exempt from the rules under the Exchange Act prescribing the furnishing and
content of proxy statements; and our officers, directors and principal shareholders are exempt from the reporting and other provisions
of Section 16 of the Exchange Act.
You may review a copy of our filings with the Securities and Exchange Commission, including any exhibits and schedules, at the
Securities and Exchange Commission’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You
may also obtain copies of such materials at prescribed rates by writing to the Public Reference Section of the Securities and Exchange
Commission at 100 F Street, N.E., Washington, D.C. 20549. You may call the Securities and Exchange Commission at 1-800-SEC-
0330 for further information on the public reference rooms. As a foreign private issuer we are now required to file through the
Securities and Exchange Commission’s EDGAR system and our periodic filings are therefore available on the Securities and
Exchange Commission’s Web site at http://www.sec.gov. You may read and copy any reports, statements or other information that we
file with the Securities and Exchange Commission at the Securities and Exchange Commission facilities listed above. These Securities
and Exchange Commission filings are also available to the public from commercial document retrieval services.
90
I.
SUBSIDIARY INFORMATION
Not applicable
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The principal market risks to which we are exposed as a result of our operations are foreign exchange rate risks and interest rate
risks.
Foreign exchange rate risk
Although we report our consolidated financial statements in dollars, in 2015, 2016 and 2017, a portion of our revenues and
expenses was derived in other currencies. For fiscal years 2015, 2016 and 2017, we derived approximately 9%, 9.1% and 8.2% of our
revenues in dollars 48%, 47.9% and 47.9% in NIS, 33%, 35.6% and 37.5% in Brazilian Reals and 10%, 7.4% and 6.4% in Argentine
Pesos, respectively. In fiscal years 2015, 2016 and 2017, 17%, 14.9% and 14.3% of our expenses were incurred in dollars, 46%,
51.4% and 51.5% in NIS, 27%, 27% and 28.1% in Brazilian Reals and 10%, 6.7% and 6.1% in Argentine Pesos, respectively.
Exchange differences upon conversion from our functional currency to dollars are accumulated as a separate component of
accumulated other comprehensive income under stockholders’ equity. In the year 2017, accumulated other comprehensive income
increased by $4.2 million as compared to the year 2016. In 2016, accumulated other comprehensive income increased by $5.6 million
as compared to the year 2015. In 2015, accumulated other comprehensive income decreased by $14.7 million as compared to the year
2014.
The fluctuation of the other currencies in which we incur our expenses or generate revenues against the dollar has had the effect
of increasing or decreasing (as applicable) reported revenues, cost of revenues and operating expenses in such foreign currencies when
converted into dollars from period to period. The following table illustrates the effect of the changes in exchange rates on our
revenues, gross profit and operating income for the periods indicated:
2015
At 2014
exchange
rates (1)
Actual
Revenues .................................
Gross profit ..............................
Operating income .....................
175,628
89,881
40,644
209,186
107,375
50,749
(1) Based on average exchange rates during the period.
Year Ended December 31,
2016
At 2015
exchange
rates (1)
Actual
(In US$ thousands)
199,574
102,031
47,998
211,098
108,297
52,131
2017
At 2016
exchange
rates (1)
221,925
113,369
52,838
Actual
234,636
119,384
56,535
Our policy remains to reduce exposure to exchange rate fluctuations by entering into foreign currency forward transactions that
qualify as hedging transactions under ASC Topic 815, “Derivatives and Hedging” the results of which are reflected in our income
statements as revenues or cost of revenues. Currently, the item most likely to be affected by the foreign currency risk is our inventory
purchase price. Therefore, from time to time, we enter into such forward contracts, generally of 3 to 20 months’ duration in order to
hedge a portion of our foreign currency risk on the inventory purchase price. The result of these transactions, which are affected by
fluctuations in exchange rates, could cause our cost of revenues, gross profit and operating income to fluctuate. See Note 19 to our
consolidated financial statements included elsewhere in this report.
91
Interest rate risk
We invest our cash balances primarily in NIS, Brazilian real and Argentine peso bank deposits and therefore, we are exposed to
interest rate fluctuation in those currencies, but we do not believe such risks to be material. We do not use derivative financial
instruments to limit exposure to interest rate risk.
ITEM 12.
DESCRIPTIONS OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
PART II
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable
ITEM 14.A
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None
ITEM 15.
CONTROLS AND PROCEDURES
(A) Disclosure Controls and Procedures
Our co-chief executive officers and chief financial officer, after evaluating the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of December 31, 2017 have
concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management,
including our co-chief executive officers and chief financial officer, to allow timely decisions regarding required disclosure and is
recorded, processed, summarized and reported within the periods specified by the SEC’s rules and forms.
(B) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal
control over financial reporting is designed to provide reasonable assurance to our management and the board of directors regarding
the reliability of financial reporting and the preparation and fair presentation of published financial statements. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurances with respect to financial statement preparation and presentation.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may decline.
92
Our management assessed the effectiveness of our internal control over financial reporting, as of December 31, 2017. In making
this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control—Integrated Framework (2013 Framework).
Based on such assessment, our management has concluded that, as of December 31, 2017, our internal control over financial
reporting is effective.
Fahn Kanne & Co. Grant Thornton Israel, our independent registered public accounting firm, has issued an attestation report on our
internal control over financial reporting, as of December 31, 2017 and such report is included elsewhere in this Form 20 -F.
Change in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting during the year ended December 31, 2017 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(C) Attestation Report of the Registered Public Accounting Firm.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
ITURAN LOCATION AND CONTROL LTD. AND SUBSIDIARIES
Fahn Kanne & Co.
Head Office
32 Hamasger Street
Tel-Aviv 6721118,
ISRAEL
PO Box 36172, 6136101
T +972 3 7106666
F +972 3 7106660
www.gtfk.co.il
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Ituran Location and Control Ltd. and Subsidiaries (the “Company”) as
of December 31, 2017, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, based on our audit and the report of the other
auditors the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,
based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We did not audit the internal control over financial reporting of Ituran Argentina S.A. (Ituran Argentina), a wholly-owned subsidiary,
whose financial statements reflect total assets and revenues constituting 5% and 6.5% percent, respectively, of the related consolidated
financial statement amounts as of and for the year ended December 31, 2017. Ituran Argentina’s internal control over financial
reporting was audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to Itur an
Argentina’s internal control over financial reporting in relation to the Company taken as a whole, is based solely on the report of the
other auditors.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2017, and our report
dated April 30, 2018, expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control
over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit and the report of the other auditors
provides a reasonable basis for our opinion.
Certified Public Accountants
Fahn Kanne & Co. is the Israeli member firm of Grant Thornton International Ltd
94
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/FAHN KANNE & CO. GRANT THORNTON ISRAEL
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
April 30, 2018
Certified Public Accountants
Fahn Kanne & Co. is the Israeli member firm of Grant Thornton International Ltd
95
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Ituran de Argentina S.A.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Ituran de Argentina S.A. (the “Company”) as of December 31, 2017,
based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2017, based on criteria established in the 2013 Internal Control—
Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the financial statements of the Company as of and for the year ended December 31, 2017, and our report dated February
14, 2018 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Financial Statements. Our responsibility is
to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
96
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Gustavo Chesta
Estudio Urien & Asociados
Buenos Aires, Argentina
February 14, 2018
97
ITEM 16.
[RESERVED]
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors determined that Mr. Israel Baron, one of our independent directors, is an “audit committee financial
expert”, as defined by the applicable regulations promulgated under Section 407 of the Sarbanes-Oxley Act. For information
concerning the experience of Mr. Baron, please refer to Item 6.A – Directors and Senior Management, above.
ITEM 16B.
CODE OF ETHICS
In 2005, we adopted a Code of Ethics that applies to our senior management, including chief executive officer, chief financial
officer, internal auditor and other individuals performing similar functions. Code of Business Conduct and Ethics was revised on
February 26, 2017 as part of our Internal Compliance Program. The amendments were imposing on our employee’s stricter rules on
compliance with Intellectual properties laws, compliance with Foreign Corrupt Practices Act, restrictions and rules on posting
information on Ituran on social media and online networking websites, adding additional disciplinary measures and providing contact
details of our compliance officer. The Code of Business Conduct and Ethics has been posted on our website at www.ituran.com.
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fahn Kanne & Co. Grant Thornton Israel (“Grant Thornton”), has served as our independent auditors. On November 9, 2017 they
have been re-elected by our shareholders to serve as our independent auditors for the year 2017, until the next general meeting of the
shareholders. The following table presents aggregate fees for professional audit services and other services rendered by Grant
Thornton, for 2016 and 2017:
Audit Fees (1)......................................................................................................................
Tax Fees (2) .......................................................................................................................
Total .................................................................................................................................
2016
2017
(in thousands, USD)
300 (3)
9
309
307
7
314
(1) The audit fees for the years ended December 31, 2016 and 2017 respectively, were for professional services rendered for the
audits of our annual consolidated financial statements, review of consolidated quarterly financial statements, statutory audits
of Ituran.
(2) Consists of all tax related services.
(3) The audit fee for the year 2016 was updated due to non-significant additional fee paid for a professional audit service made
for one of our subsidiaries.
Our audit committee has pre-approved the above audit and non-audit services provided by Grant Thornton, during the years 2016
and 2017, up to a certain amount.
98
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
During 2017, the Company did not purchase any of its shares.
ITEM 16F.
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G.
CORPORATE GOVERNANCE
Under NASDAQ Marketplace Rule 5615(a)(3), foreign private issuers, such as our company, are permitted to follow certain
home country corporate governance practices instead of certain provisions of the Rule 5600 series and the requirement to distribute
annual and interim reports. A foreign private issuer that elects to follow a home country practice instead of any of such provisions,
must disclose in its annual reports each requirement that it does not follow, describe the home country practice followed by the
company in lieu of such requirements, satisfy the voting rights (Rule 5640) requirements, have an audit committee that satisfies Rule
5605(c)(3), and ensure that such audit committee’s members meet the independence requirement in Rule 5605(c)(2)(A)(ii). In reliance
upon Rule 5615(a)(3), as a foreign private issuer, we have elected to follow our home country practices, absent home country rules
requiring otherwise, in lieu of certain Nasdaq Marketplace Rules. Specifically, in Israel, it is not required that a public company have
(i) a majority of independent board members or that independent directors have regularly scheduled meetings at which only
independent directors are present, or (iii) independent oversight of director nominations. As a result, we have elected to follow Israeli
law regarding the independence requirements of our board of directors. See “External directors” above. In addition, our board of
directors has not appointed a nominating committee and, instead, elects to follow Israeli law, which provides that a company may
determine its method of nominating its directors.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
PART III
ITEM 17.
FINANCIAL STATEMENTS
See “Item 18—Financial Statements.”
99
ITEM 18.
FINANCIAL STATEMENTS
The following consolidated financial statements and related registered public accounting firms’ reports are filed as part of this
annual report:
Page
Report of Independent Registered Public Accounting Firm ................................................................................................................................
Consolidated Balance Sheets .............................................................................................................................................................................
Consolidated Statements of Income ...................................................................................................................................................................
Statements of Comprehensive Income ...............................................................................................................................................................
Statement of Changes in Equity .........................................................................................................................................................................
Consolidated Statements of Cash Flows.............................................................................................................................................................
Notes to Consolidated Financial Statements .......................................................................................................................................................
F-2-F-5
F-6-F-7
F-8
F-9
F-10-F-11
F-12-F-13
F-14-F-49
ITEM 19.
EXHIBITS
Description of Document
1.1
1.2
2.1
2.2
2.3
4.1
4.2
Amended and Restated Articles of Association of the Company (7)
Form of Memorandum of Association of the Company (English Translation) (1)
Shareholders Agreement, dated May 18, 1998, by and between Moked Ituran Ltd., Moked Services, Information,
Management, Investments, Yehuda Kahane Ltd., F.K. Generators and Equipment Ltd., Gideon Ezra, Ltd., Efraim
Sheratzky, and Yigal Shani (English translation). (1)
Form of Amendment to Shareholders Agreement dated May 18, 1998, by and between Moked Ituran Ltd., Moked
Services, Information, Management and Investments, Yehuda Kahane Ltd., F.K. Generators and Equipment Ltd., Gideon
Ezra, Ltd., Efraim Sheratzky and/or T.S.D. Holdings Ltd., and Yigal Shani and/or G.N.S. Holdings Ltd. (English
translation). (1)
Form of the second Amendment to Shareholders Agreement dated May 18, 1998, by and between Moked Ituran Ltd.,
Moked Services, Information, Management and Investments, Yehuda Kahane Ltd., F.K. Generators and Equipment Ltd.,
Gideon Ezra, Ltd., Efraim Sheratzky and/or T.S.D. Holdings Ltd., and Yigal Shani and/or G.N.S. Holdings Ltd. (English
translation). (5)
Consulting Services Agreement, dated March 23, 1998, by and between the Registrant and Yehuda Kahane Ltd.,
including addendum thereof, as of May 25, 2003 (English translation). (1)
Unprotected Lease Agreement, dated February 7, 2002, by and between Mofari Ltd. and the Registrant and addendum
thereof, dated February 19, 2002 (English translation) (1)
Addendum to February 7, 2002 Unprotected Lease Agreement, by and between Mofari Ltd. and the Registrant, dated
October 31, 2012. (6)
100
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.9(a)
4.10
4.10 (a)
4.11
4.11 (a)
4.12
4.12 (a)
8
12.1
12.2
13
14.1
14.2
Lease Agreement, dated May 29, 2002, by and between Rinat Yogev Nadlan and Ituran Cellular Communication Ltd. (English
translation). (1)(4)
Lease Agreement, dated March 16, 2000, by and between Teleran Localizacao e Controle Ltda. and T4U Holding B.V., and
addendum thereof, dated May 31, 2000. (1)
Form of Directors’ Letter of Indemnity (English translation). (6)
Frame Product and Services Purchase Agreement dated January 1, 2008 by and between Ituran Location and Control Ltd. and
Telematics Wireless Ltd. (2) *
Radio Location System License Agreement, dated July 13, 2004, by and between Teletrac, Inc., and Telematics Wireless Ltd.
(1)
Ituran Location & Control Compensation Policy, as approved on November 7, 2016. (7)
Service Agreement, dated as of February 1, 2014, by and among Ituran Location &Control Ltd., Izzy Sheratzky and A.
Sheratzky Holdings Ltd. (English Translation). (6)
Addendum dated April 4, 2017 to the Service Agreement, dated as of February 1, 2014, by and among Ituran Location
&Control Ltd., Izzy Sheratzky and A. Sheratzky Holdings Ltd. (7)
Service Agreement, dated as of February 1, 2014, by and among Ituran Location & Control Ltd., ORAS Capital Ltd. and Eyal
Sheratzky. (6)
Addendum dated April 4, 2017 to the Service Agreement, dated as of February 1, 2014, by and among Ituran Location
&Control Ltd., ORAS Capital Ltd. and Eyal Sheratzky. (7)
Service Agreement, dated as of February 1, 2014, by and among Ituran Location & Control Ltd., Galnir Management and
Investments Ltd. and Nir Sheratzky. (6)
Addendum dated April 4, 2017 to the Service Agreement, dated as of February 1, 2014, by and among Ituran Location
&Control Ltd., Galnir Management and Investments Ltd. and Nir Sheratzky. (7)
Service Agreement, dated as of February 1, 2014, by and among E-Com Global Electronic Commerce Ltd., ZERO-TO-ONE
S.B.L. INVESTMENTS LTD. and Gil Sheratzky. (6)
Addendum dated April 4, 2017 to the Service Agreement, dated as of February 1, 2014, by and among E-Com Global
Electronic Commerce Ltd., ZERO-TO-ONE S.B.L. INVESTMENTS LTD. and Gil Sheratzky. (7)
List of significant subsidiaries.**
Certifications by co-chief executive officers as required by Rule 13a-14(a).
Certification by person serving in the capacity of chief financial officer as required by Rule 13a-14(a).
Certifications by the co-chief executive officers and the person serving in the capacity of chief financial officer as required by
Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Consent of independent registered accounting firm to incorporation by reference.**
Consent of independent registered public accounting firm to incorporation by reference.**
(1) Filed as an exhibit to the Registrant’s Registration Statement on Form F-1 (File No. 333-128028) filed on September 23, 2005 and
incorporated herein by reference.
(2) Filed as an exhibit to the annual report on Form 20-F for the year ended December 31, 2007 and incorporated herein by reference.
(3) Filed as an exhibit to the annual report on Form 20-F for the year ended December 31, 2010 and incorporated herein by reference.
(4) The current lessee under this agreement is the Registrant.
(5) Filed as an exhibit to Form 13G of Yehuda Kahane for the year ended December 31, 2014, filed on February 17, 2015, and
incorporated herein by reference.
(6) Filed as an exhibit to the annual report on Form 20-F for the year ended December 31, 2013 and incorporated herein by reference.
(7) Filed as an exhibit to the annual report on Form 20-F for the year ended December 31, 2016 and incorporated herein by reference.
* Certain portions of this exhibit have been omitted pursuant to an order granting confidential treatment by the United States Securities
and Exchange Commission. The omitted non-public information has been filed with the United States Securities and Exchange
Commission
** Previously filed
101
ITURAN LOCATION AND CONTROL LTD.
Consolidated Financial Statements
as of December 31, 2017
ITURAN LOCATION AND CONTROL LTD.
Consolidated Financial Statements
as of December 31, 2017
Table of Contents
Page
Report of Independent Registered Public Accounting Firm .....................................................................................................
F-2
Consolidated Financial Statements:
Balance Sheets ....................................................................................................................................................................
F-6
Statements of Income ..........................................................................................................................................................
F-8
Statements of Comprehensive Income .................................................................................................................................
F-9
Statements of Changes in Equity .........................................................................................................................................
F-10
Statements of Cash Flows ...................................................................................................................................................
F-12
Notes to Consolidated Financial Statements ........................................................................................................................
F-14
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
ITURAN LOCATION AND CONTROL LTD.
Fahn Kanne & Co.
Head Office
32 Hamasger Street
Tel-Aviv 6721118, ISRAEL
PO Box 36172, 6136101
T +972 3 7106666
F +972 3 7106660
www.gtfk.co.il
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Ituran Location and Control Ltd. and subsidiaries
(the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive
income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2017, and
the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audits and the
report of the other auditors, the financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in
the United States of America.
We did not audit the financial statements of Ituran Argentina S.A. (Ituran Argentina), a wholly owned subsidiary of
the Company, which statements reflect total assets constituting 5% and 7.3%, respectively, of consolidated total
assets as of December 31, 2017 and 2016, and total revenues of 6.5%, 7.4%, and 9.9%, respectively, of consolidated
total revenues for the years ended December 31, 2017, 2016 and 2015. Those statements were audited by other
auditors, whose report thereon has been furnished to us, and our opinion, insofar as it relates to the amounts included
for Ituran Argentina, is based solely on the report of the other auditors.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on
criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), and our report dated April 30, 2018 expressed an
unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
Certified Public Accountants
Fahn Kanne & Co. is the Israeli member firm of Grant Thornton International Ltd
F-2
ITURAN LOCATION AND CONTROL LTD.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.
FAHN KANNE & CO. GRANT THORNTON ISRAEL
Certified Public Accountants (Isr.)
We have served as the Company’s auditor since 1997.
Tel-Aviv, Israel
April 30, 2018
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Ituran de Argentina S.A.
Opinion on the financial statements
We have audited the accompanying balance sheets of Ituran de Argentina S.A. (the “Company”) as of December 31, 2017 and 2016,
the related statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period
ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with
accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in the
2013 Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”), and our report dated February 14, 2018 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
F - 4
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2006.
Gustavo Chesta
Estudio Urien & Asociados
Buenos Aires, Argentina
February 14, 2018
F - 5
ITURAN LOCATION AND CONTROL LTD.
CONSOLIDATED BALANCE SHEETS
(in thousands)
Current assets
Cash and cash equivalents .......................................................................................................
Investment in marketable securities .........................................................................................
Accounts receivable (net of allowance for doubtful accounts) ..................................................
Other current assets (Note 2) ...................................................................................................
Inventories (Note 3) ................................................................................................................
Long-term investments and other assets
Investments in affiliated companies (Note 4A) ........................................................................
Investments in other companies (Note 4B) ..............................................................................
Other non-current assets (Note 5) ............................................................................................
Deferred income taxes (Note 15) .............................................................................................
Funds in respect of employee rights upon retirement ...............................................................
US dollars
December 31,
2017
2016
36,906
3,559
41,009
41,394
14,244
137,112
14,839
1,382
939
8,398
9,627
35,185
31,087
398
33,865
31,488
14,351
111,189
11,975
85
1,515
6,314
7,868
27,757
Property and equipment, net (Note 6)......................................................................................
39,047
35,644
Intangible assets, net (Note 7) ..................................................................................................
38
23
Goodwill (Note 8)......................................................................................................................
3,777
3,406
Total assets ...............................................................................................................................
215,159
178,019
The accompanying notes are an integral part of the consolidated financial statements.
F - 6
ITURAN LOCATION AND CONTROL LTD.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
Current liabilities
Credit from banking institutions (Note 9) ..............................................................................
Accounts payable ..................................................................................................................
Deferred revenues .................................................................................................................
Other current liabilities (Note 10) ..........................................................................................
Long-term liabilities
Liability for employee rights upon retirement ........................................................................
Provision for contingencies ...................................................................................................
Deferred revenues .................................................................................................................
Other non-current .................................................................................................................
US dollars
December 31,
2017
2016
48
23,264
12,796
29,644
65,752
14,062
400
1,241
475
16,178
3
18,624
10,762
26,738
56,127
11,751
435
1,034
501
13,721
Contingent liabilities (Note 11)
Equity:
Stockholders’ equity (Note 12)
Share capital – ordinary shares of NIS 0.33⅓ par value: ........................................................
1,983
1,983
Authorized – December 31, 2017 and 2016 – 60,000,000 shares
Issued and outstanding – December 31, 2017 and 2016 – 23,475,431 shares
Additional paid- in capital .....................................................................................................
Accumulated other comprehensive income ............................................................................
Retained earnings .................................................................................................................
Treasury stock at cost – December 31, 2017 and 2016 – 2,507,314 shares ..............................
Stockholders’ equity...............................................................................................................
Non-controlling interests ........................................................................................................
Total equity ............................................................................................................................
71,550
(9,754 )
92,065
(30,054 )
125,790
7,439
133,229
71,550
(12,967 )
71,717
(30,054 )
102,229
5,942
108,171
Total liabilities and equity......................................................................................................
215,159
178,019
The accompanying notes are an integral part of the consolidated financial statements.
F - 7
ITURAN LOCATION AND CONTROL LTD.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands except earnings per share)
Revenues:
Location based services ................................................................................
Wireless communications products ...............................................................
Cost of revenues:
Location based services ................................................................................
Wireless communications products ...............................................................
Gross profit ..................................................................................................
Research and development expenses ............................................................
Selling and marketing expenses ....................................................................
General and administrative expenses ............................................................
Other expenses (income), net (Note 13) ........................................................
Operating income .....................................................................................
Financing income (expenses), net (Note 14) .................................................
Income before income tax .........................................................................
Income tax expenses (Note 15) .....................................................................
Share in gains (losses) of affiliated companies, net (Note 4A) .......................
Net income for the year ................................................................................
Less: Net income attributable to non-controlling interest ...............................
Net income attributable to the Company .......................................................
US dollars
Year ended December 31,
2016
2015
2017
169,752
64,884
234,636
56,572
58,680
115,252
119,384
3,160
12,246
47,590
(147 )
56,535
(989 )
55,546
(17,705 )
8,520
46,361
(2,567 )
43,794
141,940
57,634
199,574
48,916
48,627
97,543
102,031
2,895
10,074
40,228
836
47,998
2,056
50,054
(14,877 )
(449 )
34,728
(2,589 )
32,139
127,683
47,945
175,628
46,823
38,924
85,747
89,881
2,401
9,303
37,801
(268 )
40,644
1,189
41,833
(12,822 )
(2,439 )
26,572
(1,601 )
24,971
Basic and diluted earnings per share attributable to Company’s
stockholders (Note 16) ............................................................................
2.09
1.53
1.19
Basic and diluted weighted average number of shares outstanding ..........
20,968
20,968
20,968
The accompanying notes are an integral part of the consolidated financial statements.
F - 8
ITURAN LOCATION AND CONTROL LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
US dollars
Year ended December 31,
2016
2015
2017
Net income for the year .....................................................................................................................................................................................
26,572
34,728
46,361
Other comprehensive gain (loss), net of tax:
Foreign currency translation adjustments ...........................................................................................................................................................
Unrealized gains (losses) in respect of derivative financial instruments
(14,703 )
5,558
4,238
designated for cash flow hedge.......................................................................................................................................................................
Reclassification of net gains realized to net income ............................................................................................................................................
Other comprehensive gain (loss), net of tax .......................................................................................................................................................
85
(1,188 )
(15,806 )
(50 )
(731 )
4,777
(441 )
(10 )
3,787
Comprehensive income .....................................................................................................................................................................................
Less: comprehensive income attributable to non-controlling interests .................................................................................................................
Comprehensive income attributable to the Company ..........................................................................................................................................
39,505
(2,813 )
36,692
50,148
(3,141 )
47,007
10,766
(1,465 )
9,301
The accompanying notes are an integral part of the consolidated financial statements.
F - 9
ITURAN LOCATION AND CONTROL LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
COMPANY STOCKHOLDERS
(in thousands)
Ordinary shares
Number
of shares
Share
capital
amount
Additional
paid in
capital
Accumulated
other
comprehensive
income
Retained
earnings
Treasury
stock
Non-
controlling
interests
Total
US dollars (except for
number of shares)
Balance as of January 1,
2015 ..........................................
23,476
1,983
71,550
(1,850 )
49,067
(30,054 )
3,887
94,583
Changes during 2015:
Net income ....................................
Other comprehensive loss ...............
Dividend paid to non-
controlling interests ....................
Dividend paid ................................
Dividend declared ..........................
-
-
-
-
-
Balance as of
December 31,
2015 .......................................
23,476
Changes during 2016:
Net income ....................................
Other comprehensive
income .......................................
Dividend paid to non-
controlling interests ....................
Dividend paid ................................
Dividend declared ..........................
Balance as of December
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(15,670 )
24,971
-
-
-
-
-
(13,171 )
(3,128 )
-
-
-
-
-
1,601
(136 )
(1,229 )
-
-
26,572
(15,806 )
(1,229 )
(13,171 )
(3,128 )
1,983
71,550
(17,520 )
57,739
(30,054 )
4,123
87,821
-
-
-
-
-
-
-
-
-
-
-
32,139
4,553
-
-
-
-
-
(13,968 )
(4,193 )
-
-
-
-
-
2,589
34,728
224
4,777
(994 )
-
-
(994 )
(13,968 )
(4,193 )
31, 2016 .....................................
23,476
1,983
71,550
(12,967 )
71,717
(30,054 )
5,942
108,171
The accompanying notes are an integral part of the consolidated financial statements.
F - 10
ITURAN LOCATION AND CONTROL LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (cont.)
COMPANY STOCKHOLDERS
(in thousands)
Ordinary shares
Number
of shares
Share
capital
amount
Additional
paid in
capital
Accumulated
other
comprehensive
income
Retained
earnings
Treasury
stock
Non-
controlling
interests
Total
US dollars (except for
number of shares)
Balance as of January 1,
2017 ..........................................
23,476
1,983
71,550
(12,967 )
71,717
(30,054 )
5,942
108,171
Changes during 2016:
Net income ....................................
Other comprehensive
income .......................................
Dividend paid to non-
controlling interests ....................
Dividend paid ................................
Dividend declared ..........................
Balance as of December
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
43,794
3,213
-
-
-
-
-
(18,452 )
(4,994 )
-
-
-
-
-
2,567
46,361
574
3,787
(1,644 )
-
-
(1,644 )
(18,452 )
(4,994 )
31, 2017 .....................................
23,476
1,983
71,550
(9,754 )
92,065
(30,054 )
7,439
133,229
The accompanying notes are an integral part of the consolidated financial statements.
F - 11
ITURAN LOCATION AND CONTROL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities
Net income for the year .........................................................................................
Adjustments to reconcile net income to net cash from operating activities:
Depreciation, amortization and impairment of goodwill and other intangibles .....
Gain from sale of subsidiary, net (Appendix A) ..................................................
Gains in respect of trading marketable securities ................................................
Increase in liability for employee rights upon retirement .....................................
Share in losses (gains) of affiliated companies, net .............................................
Deferred income taxes .......................................................................................
Capital gain on sale of property and equipment, net ............................................
Decrease (increase) in accounts receivable .........................................................
increase in other current and non-current assets ..................................................
Decrease (increase) in inventories ......................................................................
Increase (decrease) in accounts payable ..............................................................
Increase (decrease) in deferred revenues .............................................................
Increase (decrease) in other current and non-current liabilities ............................
Net cash provided by operating activities ........................................................
Cash flows from investment activities
Increase in funds in respect of employee rights upon retirement, net of
withdrawals ....................................................................................................
Capital expenditures ..........................................................................................
Investment in affiliated company .......................................................................
Investment in marketable securities ....................................................................
Repayment of loans from affiliated companies ..................................................
Proceeds from (Investment in) long - term deposit ..............................................
Investments in other companies..........................................................................
Proceeds from sale of property and equipment ....................................................
Sale of marketable securities ..............................................................................
Sale of subsidiary (Appendix A) ........................................................................
Net cash used in investment activities .............................................................
Cash flows from financing activities
Short term credit from banking institutions, net ..................................................
Dividend paid ....................................................................................................
Dividend paid to non-controlling interests ..........................................................
Net cash used in financing activities................................................................
Effect of exchange rate changes on cash and cash equivalents ................................
Net increase (decrease) in cash and cash equivalents ..............................................
Balance of cash and cash equivalents at beginning of year .....................................
Balance of cash and cash equivalents at end of year ........................................
US dollars
Year ended December 31,
2016
2017
2015
46,361
34,728
26,572
13,519
-
(397 )
1,025
(8,520 )
(516 )
(1 )
(4,769 )
(11,517 )
1,632
3,751
2,238
1,101
43,907
(844 )
(16,159 )
(900 )
(8,623 )
6,982
450
(1,274 )
315
5,368
-
(14,685 )
23
(22,645 )
(1,644 )
(24,266 )
863
5,819
31,087
36,906
11,635
-
(115 )
890
449
(1,114 )
(52 )
(4,552 )
(5,033 )
(1,424 )
5,884
(1,122 )
1,298
41,472
(644 )
(13,645 )
(8,920 )
(3,154 )
1,512
16
-
342
4,633
-
(19,860 )
(152 )
(17,088 )
(994 )
(18,234 )
693
4,071
27,016
31,087
11,962
(951 )
(666 )
717
2,439
(85 )
(31 )
117
(879 )
(658 )
(1,176 )
(246 )
(1,201 )
35,914
(804 )
(18,724 )
(5,966 )
(11 )
-
(341 )
-
406
-
(266 )
(25,706 )
160
(17,590 )
(1,229 )
(18,659 )
(2,951 )
(11,402 )
38,418
27,016
Supplementary information on investing and financing activities not involving cash flows:
During the years, 2017 and 2016, the Company purchased property and equipment in an amount US$ 373 thousand and US$ 224
thousand, respectively, using a directly related liability.
In November 2017, the Company declared a dividend in the amount of US$ 5 million. The dividend was paid in January 2018.
The accompanying notes are an integral part of the consolidated financial statements.
F - 12
ITURAN LOCATION AND CONTROL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.)
Appendix A – Sale of subsidiary
(in thousands)
Working capital (excluding cash and cash equivalents), net.................................................
Receivables from sale of subsidiary ....................................................................................
Funds in respect of employee rights upon retirement ...........................................................
Property and equipment , net ..............................................................................................
Liability for employee rights upon retirement .....................................................................
Gain from sale of subsidiary ...............................................................................................
US dollars
Year ended
December 31,
2015
(1,797 )
582
250
23
(275 )
951
(266 )
Supplementary disclosure of cash flow information
(in thousands)
US dollars
Year ended December 31,
2016
2015
2017
Interest paid .......................................................................................................
2,651
324
203
Income taxes paid, net of refunds .......................................................................
22,891
17,699
10,181
The accompanying notes are an integral part of the consolidated financial statements.
F - 13
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. General
1. Operations
Ituran Location and Control Ltd. (the “Company”) commenced operations in 1994. The Company and its
subsidiaries (the “Group”) are engaged in the provision of Location based services and machine-to-machine
Wireless communications products for use in stolen vehicle recovery, fleet management and other applications.
2. Functional currency and translation to the reporting currency
The functional currency of the Company and its subsidiaries located in Israel is the New Israeli Shekel (“NIS”),
which is the local currency in which those entities operate. The functional currency of the foreign subsidiaries
of the Group is their respective local currency.
The consolidated financial statements of the Company and all of its subsidiaries were translated into U.S.
dollars in accordance with the standards of the Financial Accounting Standards Board ("FASB"). Accordingly,
assets and liabilities were translated from local currencies to U.S. dollars using yearend exchange rates, and
income and expense items were translated at average exchange rates during the year.
Gains or losses resulting from translation adjustments (which result from translating an entity’s financial
statements into U.S. dollars if its functional currency is different than the U.S. dollar) are reported in other
comprehensive income and are reflected in equity, under “accumulated other comprehensive income (loss)”.
Translation gains and losses resulting from changes in exchange rates used in the translation of intercompany
balances that are long term investment nature (i.e. which their settlement is not planned or anticipated) are also
included in other comprehensive income (loss).
Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing
at the balance sheet date. For foreign currency transactions included in the statement of income, the exchange
rates applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in
the exchange rates used in the translation of such balances are carried to financing income or expenses as
applicable.
The following table presents data regarding the dollar exchange rate of relevant currencies and the Israeli CPI:
Exchange rate
of one US dollar
Real
NIS
At December 31,
2017 .......................................................................................
2016 .......................................................................................
2015 .......................................................................................
Increase (decrease) during the year:
2017 .......................................................................................
2016 .......................................................................................
2015 .......................................................................................
(9.83 )%
(1.46 )%
0.33 %
3.467
3.845
3.902
3.3080
3.2591
3.9048
1.50 %
(16.54 )%
47.01 %
Pezo
18.774
15.850
13.005
18.45 %
21.87 %
52.07 %
Israeli CPI(*)
113.05 points
112.59 points
112.82 points
0.4 %
(0.2 )%
(1.0 )%
(*) Based on the Index for the month ending on each balance sheet date, on the basis of 2008 average 100.
3. Basis of presentation
The consolidated financial statements were prepared in accordance with accounting principles generally
accepted in the United States of America (“US GAAP”).
F - 14
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
A. General (cont.)
4. Use of estimates in the preparation of financial statements
The preparation of financial statements in conformity with US GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from the estimates.
As applicable to these consolidated financial statements, the most significant estimates and assumptions relate
to legal contingencies, revenue recognition and related deferred expenses, deferred taxes and tax liabilities.
B. Principles of consolidation
The consolidated financial statements include the accounts of the Company and all of its subsidiaries. In these
financial statements, the term “subsidiary” refers to a company over which the Company exerts control (ownership
interest of more than 50%), and the financial statements of which are consolidated with those of the Company.
Significant intercompany transactions and balances are eliminated upon consolidation; profits from intercompany
sales, not yet realized outside of the Group, are also eliminated. Non-controlling interests are presented in equity.
Changes in the Company ownership interest in a subsidiary while the control is retained are accounted for as equity
transactions and accordingly no gain or loss is recognized in consolidated net income or comprehensive income.
Upon such transaction, the carrying amount of the non-controlling interest is adjusted to reflect the change in its
ownership interest in the subsidiary and any difference between the fair value of the consideration received or paid
and the amount by which the non-controlling interest was adjusted is recognized in additional paid-in capital.
C. Cash and cash equivalents
The Group considers all highly liquid investments, which include short-term bank deposits that are not restricted as
to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be
cash equivalents.
D. Marketable securities
The Company accounts for investments in marketable securities in accordance with ASC Topic 320-10,
“Investments - Debt and Equity Securities” (“ASC Topic 320-10”). Management determines the appropriate
classification of its investments in marketable securities at the time of purchase and reassesses such determination at
each balance sheet date.
The investments in marketable securities covered by ASC Topic 320-10 that were held by the Company during the
reported periods were designated by management as trading securities.
Trading securities are stated at market value. The changes in market value are charged to financing income or
expenses.
Trading gains for the years 2017, 2016 and 2015 amounted to approximately 397,000, US$ 115,000 and US$
666,000, respectively.
E. Treasury stock
Company shares held by the Company are presented as a reduction of equity, at their cost, under the caption
“Treasury Stock”. Gains and losses upon sale of these shares, net of related income taxes, are recorded as additional
paid in capital.
F - 15
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
F. Allowance for doubtful accounts
The allowance for doubtful accounts is determined with respect to amounts the Group has determined to be doubtful
of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its
past experience with customers, the length of time that the balance is post due, the customer’s current ability to pay
and available information about the credit risk on such customers. See also Note 19A.
The allowance in respect of accounts receivable at December 31, 2017 and 2016 was US$ 2,532,000 and
US$ 2,180,000, respectively.
G. Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined as follows: raw materials and
finished products – mainly on the basis of first-in, first-out (FIFO).
H. Investment in affiliated companies
Investments in companies in which the Group has significant influence (ownership interest of between 20% and
50%) but less than controlling interests, are accounted for by the equity method. Income on intercompany sales, not
yet realized outside of the Group, was eliminated. The Company also reviews these investments for impairment
whenever events indicate the carrying amount may not be recoverable.
In accordance with ASC Topic 323-10-40-1, a change in the Company’s proportionate share of an investee’s equity,
resulting from issuance of shares by the investee to third parties, is accounted for as if the Company had sold a
proportionate share of its investment. Any gain or loss resulting from an investee’s share issuance is recognized in
earnings.
Management evaluates investments in affiliated companies, for evidence of other-than-temporary declines in value.
Such evaluation is dependent on the specific facts and circumstances and includes analysis of relevant financial
information (e.g. budgets, business plans, financial statements, etc.). During 2017 and 2016, no impairment was
identified.
Investments in companies in which the company no longer has significant influence, are classified as “investments
in other companies”. See I. below.
I.
Investment in other company
Non-marketable investment in other company in which the Company does not have a controlling interest nor
significant influence is accounted for at cost, net of write down for any permanent decrease in value.
J. Derivatives
The group applies the provisions of ASC Topic 815, “Derivatives and Hedging”. In accordance with ASC Topic
815, all the derivative financial instruments are recognized as either assets or liabilities on the balance sheet at fair
value. The accounting for changes in the fair value of a derivative financial instrument depends on whether it has
been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For
derivative financial instruments that are designated and qualify as hedging instruments, a company must designate
the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of
a net investment in a foreign operation.
From time to time the Company carries out transactions involving foreign exchange derivative financial instruments
(forward exchange contracts) which are designed to hedge the cash flows expected to be paid with respect to
forecasted monthly purchases of inventory, denominated in currencies other than the functional currency of the
Company. Such transactions were designated as hedging instruments on the date that the Company entered into such
derivative contracts, and qualify as cash flow hedges under ASC Topic 815.
F - 16
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
J. Derivatives (cont.)
The effective portion of the changes in fair value of the derivative instruments designated for hedging purposes are
reported as other comprehensive income (loss), net of tax under the caption “unrealized gains (losses) in respect of
derivative financial instruments designated for cash flow hedge” and are reclassified to the statements of income
when the hedged transaction realizes. During the reporting periods, the gains or losses that were recognized in
earnings for hedge ineffectiveness were insignificant.
See also Note 19B for further information.
K. Property and equipment
1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated on
the straight-line method over the shorter of the estimated useful life of the property or the duration of the lease.
2. Rates of depreciation:
Operating equipment (mainly 20%-33%) ..............................................................
Office furniture, equipment and computers ............................................................
Buildings ..............................................................................................................
Vehicles ...............................................................................................................
Leasehold improvements ...................................................................................... Duration of the lease which is
%
6.5-33
7-33
2.5
15
less or equal to useful life.
L. Impairment of long-lived assets
The Group’s long-lived assets (including finite-lived intangible assets) are reviewed for impairment, whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its
fair value (see also Note 1N).
M. Income taxes
The Group accounts for income taxes in accordance with ASC Topic 740-10, “Income Taxes”. According to this
guidance, deferred income taxes are determined utilizing the asset and liability method based on the estimated future
tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the
applicable tax law. Deferred tax balances are computed using the tax rates expected to be in effect at the time when
these differences reverse. Valuation allowances in respect of the deferred tax assets are provided for if, based upon
the weight of available evidence, it is more likely than not that all or a portion of the deferred income tax assets will
not be realized.
US GAAP provides that the tax effects from an uncertain tax position can be recognized in the financial statements
only if the position is “more-likely-than-not” to be sustained were to be challenged by a taxing authority. The
assessment of a tax position is based solely on the technical merits of the position, without regard the likelihood that
the tax position may be challenged. If an uncertain tax position meets the “more-likely-than-not” threshold, the
largest amount of tax benefit that is greater than 50% likely to be recognized upon ultimate settlement with the
taxing authority is recorded. See also Note 15L.
F - 17
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
M. Income taxes (cont.)
Following the initial application of ASU 2015-17 which became effective on January 1, 2017, deferred tax balances
are presented as non-current amounts. The Company has determined to apply this ASU retrospectively and
accordingly, prior periods deferred tax balances that were previously presented as current were reclassified as non-
current (see Notes 15).
The Company recognizes interest as interest expenses (among financing expenses) and penalties, if any, related to
unrecognized tax benefits in its provision for income tax.
N. Goodwill and intangible assets
1. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in
business combinations accounted for in accordance with the “purchase method” and is allocated to reporting
units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance
with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill
annual impairment test for the reporting units at December 31 of each year, or more often if indicators of
impairment are present.
As required by ASC Topic 350, the Company chooses either to perform a qualitative assessment whether the
two-step goodwill impairment test is necessary or proceeds directly to the two-step goodwill impairment test.
Such determination is made for each reporting unit on a stand-alone basis. The qualitative assessment includes
various factors such as macroeconomic conditions, industry and market considerations, cost factors, overall
financial performance, earnings multiples, gross margin and cash flows from operating activities and other
relevant factors. When the Company chooses to perform a qualitative assessment and determines that it is more
likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than its carrying
value, then the Company proceeds to the two-step goodwill impairment test. If the Company determines
Otherwise, no further evaluation is necessary.
When the Company decides or is required to perform the two-step goodwill impairment test, the Company
compares the fair value of the reporting unit to its carrying value (“step 1”). If the fair value of the reporting unit
exceeds the carrying value of the reporting unit net assets (including the goodwill allocated to such reporting
unit), goodwill is considered not to be impaired, and no further testing is required. If the carrying value exceeds
the fair value of the reporting unit, then the implied fair value of goodwill is determined by subtracting the fair
value of all the identifiable net assets from the fair value of the reporting unit. An impairment loss is recorded
for the excess, if any, of the carrying value of the goodwill allocated to the reporting unit over its implied fair
value (“step 2”).
The Company applies assumptions that market participants would consider in determining the fair value of each
reporting unit and the fair value of the identifiable assets and liabilities of the reporting units, as applicable.
As of December 31, 2017 the Company had two reporting units that include goodwill (two in 2016 and three in
2015).
The Company performed a qualitative assessment for those two reporting units as of December 31, 2017 and
2016, and concluded that the qualitative assessment did not result in a more likely than not indication of
impairment, and therefore no further impairment testing was required, with respect to such units.
For other reporting units (one in 2015, zero in 2016 and zero in 2017), operating in Israel, the Company elected
to bypass the qualitative assessment and proceeded directly to performing the first step of the goodwill
impairment test.
As a result of the test performed, during 2015, the Company recorded a goodwill impairment loss in an amount
of US$ 674,000. See Note 8B.
F - 18
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
N. Goodwill and intangible assets (cont.)
2.
Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the
pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. As of
December 31, 2017 the remaining intangible assets are amortized over a period of 10 years.
Recoverability of intangible assets is measured as described in Note 1L above. During 2015, the Company
recorded an intangible assets impairment loss in an amount of US$ 255,000. See Note 7.
O. Contingencies
The Company and its subsidiaries are involved in certain legal proceedings that arise from time to time in the
ordinary course of their business and in connection with certain agreements with third parties. Except for income tax
contingencies, the Company records accruals for contingencies to the extent that the management concludes that the
occurrence is probable and that the related liabilities are estimable. Legal expenses associated with contingencies are
expensed as incurred.
P. Funds in respect of, and liability for employee rights upon retirement
The Company’s liability for employee rights upon retirement with respect to its Israeli employees is calculated,
pursuant to Israeli severance pay law, based on the most recent salary of each employee multiplied by the number of
years of employment, as of the balance sheet date. Employees are entitled to one month’s salary for each year of
employment, or a portion thereof. The Company makes monthly deposits to insurance policies and severance pay
funds. The liability of the Company is fully provided for.
The deposited funds include profits or losses accumulated up to the balance sheet date. The deposited funds may be
withdrawn upon the fulfillment of the obligation pursuant to Israeli severance pay laws or labor agreements. The
value of the deposited funds is based on the cash surrender value of these policies, and includes profits or losses.
The liability for employee rights upon retirement in respect of the employees of the non-Israeli subsidiaries of the
Company, is calculated on the basis of the labor laws of the country in which the subsidiary is located and is covered
by an appropriate accrual.
Severance expenses for the years ended December 31, 2017, 2016 and 2015, amounted to US$ 1,853,000,
US$ 1,595,000 and US$ 1,386,000, respectively.
Q. Revenue recognition
Revenues are recognized when delivery has occurred and, where applicable, after installation has been completed,
there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the related
receivable is reasonably assured and no further obligations exist. In cases where delivery has occurred but the
required installation has not been performed, the company does not recognize the revenues until the installation is
completed.
The Company’s revenues are recognized as follows:
1. Revenues from sales are recognized when title and risk of loss of the product pass to the customer (usually upon
delivery).
F - 19
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Q. Revenue recognition (cont.)
2. The Company applies the provisions of ASC Topic 605-25, “Revenue Recognition - Multiple-Element
Arrangements”, as amended. ASC Topic 605-25 provides guidance on how to account for arrangements that
involve the delivery or performance of multiple products, services and/or rights to use assets. For such
arrangements, each element of the contract is accounted for as a separate unit when it provides the customer
value on a stand-alone basis and if an arrangement includes a right of return relative to a delivered item,
delivery or performance of the undelivered item or items is considered probable and substantially in the control
of the Company. According to ASC 605-25, as amended, when neither “vendor specific objective evidence” of
selling price, nor third party price exists, the Company is required to develop a best estimate of the selling price
of the deliverables and the entire arrangement consideration is allocated to the deliverables based on the relative
selling prices.
Revenues from SVR services subscription fees and from installation services, sold to customers within a single
contractually binding arrangement were accounted for revenue recognition purposes as a single unit of
accounting in accordance with ASC Topic 605-25, since the installation services element was determined not to
have a value on a stand-alone basis to the customer. Accordingly, the entire contract fee for the two deliverables
is recognized ratably on a straight-line basis over the subscription period.
3. Amounts earned by the Brazilian subsidiary for arranging a bundle transaction of SVR services subscription and
installation services together with insurance services to be supplied by a third party insurance company, are
recognized ratably on a straight-line basis over the subscription period, since the amount allocated to the
company, is contingent upon the delivery of the SVR services. As the insurance company is the primary obligor
of the insurance component, the company recognizes only the net amounts as revenues, after deduction of
amounts related to the insurance component.
4. Deferred revenues include unearned amounts received from customers (mostly for the provision of installation
and subscription services) but not yet recognized as revenues. Such deferred revenues are recognized as
described in paragraph 2, above.
5. Extended warranty
Revenues from extended warranty which are provided for a monthly fee and are sold separately are recognized
over the duration of the warranty periods.
R. Warranty costs
The Company provides a standard warranty for its products to end-users at no extra charge. The Company estimates
the costs that may be incurred under its warranty obligation and records a liability at the time the related revenues
are recognized.
Among the factors affecting the warranty liability are the number of installed units and historical percentages of
warranty claims. The Company periodically assesses the adequacy of the recorded warranty liability and adjusts the
amount to the extent necessary. To date, warranty costs and the related liabilities have not been material.
F - 20
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
S. Research and development costs
1. Research and development costs (other than computer software related expenses) are expensed as incurred.
2. Software Development Costs
ASC Topic 985-20, “Costs of Software to Be Sold, Leased, or Marketed” requires capitalization of certain
software development costs subsequent to the establishment of technological feasibility. Research and
development costs incurred in the process of developing product improvements or new products, are generally
expensed as incurred, net of grants received from the Government of Israel for development of approved
projects. Costs incurred by the Company between the establishment of technological feasibility and the point at
which the product is ready for general release are usually insignificant.
T. Advertising costs
Advertising costs are expensed as incurred.
Advertising expenses for the years ended December 31, 2017, 2016 and 2015 amounted to US$ 8.5 million, US$ 6.9
million and US$ 6.8 million, respectively. Advertising expenses are presented among “selling and marketing
expenses”.
U. Earnings per share
Basic earnings per share are computed by dividing net income attributable to the common shares, by the weighted
average number of shares outstanding during the year, net of the weighted average number of treasury stock.
In computing diluted earnings per share, basic earnings per share are adjusted to reflect the effect of any potential
dilutive ordinary shares. During the reporting periods there were no such potential shares.
V. Fair value measurements
The Company measures fair value and discloses fair value measurements for financial and non-financial assets and
liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date.
As such, fair value is a market based measurement that is required to be determined based on the assumptions that
market participants would use to determine the price of an asset or a liability.
As a basis for considering such assumptions, the fair value accounting standard establishes the following fair value
hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or
liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market
data.
Level 3 - Unobservable inputs are used when little or no market data is available. Level 3 inputs are considered
as the lowest priority under the fair value hierarchy.
In determining fair value, companies are required to utilize valuation techniques that maximize the use of observable
inputs and minimize the use of unobservable inputs to the extent possible as well as to consider counterparty credit
risk in the assessment of fair value.
Regarding the fair value measurements of financial assets and liabilities and the fair value hierarchy of such
measurements, see Note 19C.
F - 21
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
V. Fair value measurements (cont.)
The Company also measures certain non-financial assets, consisting mainly goodwill and intangible assets at fair
value on a nonrecurring basis. These assets are adjusted to fair value when they are considered to be impaired (see
1N and 1L above).
As of December 31, 2015, the Company measured the fair value of goodwill with a total carrying amount of
US$ 0.7 million (before the recognition of an impairment loss) that was allocated to one reporting unit. As a result
of the above impairment test, the Company recorded an impairment loss of goodwill in an amount of US$ 0.7
million, to its implied fair value of US$ 0 million. The fair value measurement of the non-financial assets was
classified as level 3.
As of December 31, 2017 and 2016, management determined based on qualitative assessment, that there is no need
to perform fair value measurement of the remaining balance of goodwill.
W. Deferred installation expenses and prepaid expenses
Direct installation expenses incurred at the inception of specific subscription arrangements in Brazil with specific
customers, to enable the Company's subsidiary in Brazil to perform under the terms of the arrangement (i.e. directly
attributable to obtaining a specific subscriber), which their costs can be measured reliably, are capitalized and
presented as “Deferred installation expenses” within the balances “Other current assets” and “Other non-current
assets”, as applicable.
Such installation activities was determined not to represent separate earnings process for revenue recognition
purposes in accordance with the principles of ASC Topic 605-25, “Multiple-Element Arrangements” as they has
been determined not to have a value on a stand-alone basis to the customer.
The deferred expenses that are capitalized are limited to the higher of value of the amount of nonrefundable deferred
revenue, if any or to the amount of the minimum contractual subscription revenue, net of direct costs.
The deferred expenses are amortized over the estimated life of the related subscription arrangements by the straight-
line method (usually 20 months). Costs that do not meet the aforementioned criteria, are recognized immediately as
expenses.
Prepaid expenses, consist of amounts paid by the Brazilian subsidiary to insurance companies as a prepaid insurance
on behalf of its customers as part of bundle transactions of SVR services together with insurance services to be
supplied by a third party insurance company. Under such transactions, the customers are required accordingly to pay
the Brazilian subsidiary a monthly fee for all the bundled services (see Note 1Q regarding the revenue recognition of
bundle transactions). The insurance companies are obligated to refund any unearned insurance amounts to the
Brazilian subsidiary in the event of termination of the transaction by the customers. The prepaid expenses are
amortized over the contractual life of the insurance service with the insurance company (usually 12 months) by the
straight-line method. The amortization is netted against the monthly receipts from customers for the bundled
services.
X. Stock-based compensation
The Company measures and recognizes compensation expense for cash bonuses to senior employees, which are
based, or partly based, on the price of the Company’s shares in accordance with ASC 718 -30, “Compensation-Stock
Compensation - Awards Classified as Liabilities” (See Note 17 C regarding “Excess Return Cash Incentives”).
The awards are measured at the grant date at their fair value and remeasured at the end of each reporting period
through settlement, with changes in the fair value recognized as compensation cost over the requisite service period.
Compensation cost for awards that are subject to market conditions are be attributed separately for each vesting
tranche of the award (generally calendar year).
F - 22
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Y. Reclassification
Certain comparative figures have been reclassified to conform to the current year presentation. Such
reclassifications did not have any significant impact on the Company's equity, net income or cash flows.
Z. Recently issued accounting pronouncements
Accounting Standard Update 2014-09, “Revenue from Contracts with Customers”
During May 2014, the FASB issued Accounting Standard Update 2014-09, Revenue from Contracts with Customers
(Topic 606) (“ASU 2014-09”).
ASU 2014-09 outlines a single comprehensive model to use in accounting for revenue arising from contracts with
customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU
2014-09, also requires entities to disclose sufficient information, both quantitative and qualitative, to enable users of
financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from
contracts with customers.
During 2016, the FASB issued several Accounting Standard Updates that focuses on certain implementation issues
of the new revenue recognition guidance including Narrow-Scope Improvements and Practical Expedients, Principal
versus Agent Considerations and Identifying Performance Obligations and Licensing.
An entity should apply the amendments in this ASU using one of the following two methods: 1. Retrospectively to
each prior reporting period presented with a possibility to elect certain practical expedients (full retrospective
method), or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date
of initial application (the cumulative catch-up transition method or modified retrospective method). If an entity
elects the latter transition method, it also should provide certain additional disclosures.
For a public entity, the amendments in ASU 2014-09 (including the amendments introduced through recent ASU's)
are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that
reporting period (fiscal year 2018 for the Company).
The Company intends to adopt ASU 2014-09 as of January 1, 2018. The Company anticipates adopting the standard
using the modified retrospective method.
The Company has established a process of evaluation of the impact of ASU 2014-09 on its revenue streams and
selling contracts and transactions, if any, and on its financial reporting and disclosures, business processes, systems
and controls. In such evaluation, management has considered, among other things, the opinion of third party
professional accounting advisors.
Based on its evaluation, management believes that the standard will not have significant effect on the timing of
recognizing revenues from SVR services subscription fees, as such services are recognized monthly, or on the
timing of recognizing revenues from sales of wireless communications products. However, the standard will affect
the timing of revenues from certain warranty services related to wireless communications products that the
Company provides for periods beyond the period required by law (i.e. one year). Currently, such revenues are
regarded as standard warranties as they are not separately priced and the company’s business practice is to provide a
three-year warranty as a standard to certain customers.
Under the new guidance, the warranty services exceeding one year, will be considered as a separate performance
obligation (‘a service-type warranty’) and a portion of the transaction price, will be allocated to such service, based
on the standalone selling price of the warranty. The total amount of revenue recognized from these contracts will not
change. However, the revenue allocated to the warranty services will be deferred and recognized over the related
warranty period on a straight-line basis.
As a result of the above change the company will record deferred revenues related to the warranty as a cumulative
adjustment to retained earnings in an amount of approximately US$3 million (net of tax) as of January 1, 2018.
In addition, management believes that the current accounting treatment of deferred installation expenses, prepaid
and similar expenses will not change significantly, as such expenses will be considered under the new guidance as
incremental costs of obtaining contracts which are expected to be recovered, accordingly, they will be accounted for
as an asset.
F - 23
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Z. Recently issued accounting pronouncements (cont.)
Accounting Standard Update 2015-11, “Simplifying the Measurement of Inventory”
Effective January 1, 2017, the Group adopted ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic
330) (“ASU 2015- 11”).
ASU 2015-11 outlines that inventory within the scope of its guidance be measured at the lower of cost and net
realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method (RIM) are not
impacted by the new guidance. Prior to the issuance of ASU 2015-11, inventory was measured at the lower of cost
or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net
realizable value less a normal profit margin).
The adoption of ASU 2015-11 did not have a significant effect on the consolidated financial statements.
Accounting Standards Update 2015-17, “Income Taxes: Balance Sheet Classification of Deferred Taxes”
Effective January 1, 2017, the Group adopted ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet
Classification of Deferred Taxes, which changes how deferred taxes are classified on organizations’ balance sheet.
The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current
and noncurrent in a classified balance sheet. Instead, all deferred tax assets and liabilities will be required to be
classified as noncurrent.
The amendments apply to all organizations that present a classified balance sheet. For public companies, the
amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and
interim periods within those annual periods (i.e., in the first quarter of 2017 for calendar year-end companies).
The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e.,
by reclassifying the comparative balance sheet). If applied prospectively, entities are required to include a statement
that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include
quantitative information about the effects of the change on prior periods.
The Company does not believe this ASU will have a significant impact on its consolidated financial statements.
Accounting Standards Update 2016-02, “Leases”
In February, 2016, the FASB issued its new lease accounting guidance in Accounting Standards Update (ASU) No.
2016-02, Leases (Topic 842).
Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of
short-term leases) at the commencement date: 1. A lease liability, which is a lessee‘s obligation to make lease
payments arising from a lease, measured on a discounted basis; and, 2. A right-of-use asset, which is an asset that
represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align,
where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with
Customers. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because
lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-
balance sheet financing.
F - 24
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.).
Z. Recently issued accounting pronouncements (cont.)
Accounting Standards Update 2016-02, “Leases” (cont.)
Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15,
2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year Company). Early
application is permitted for all public business entities upon issuance.
Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must
apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the
earliest comparative period presented in the financial statements. The modified retrospective approach would not
require any transition accounting for leases that expired before the earliest comparative period presented. Lessees
and lessors may not apply a full retrospective transition approach.
The Company is in the process of assessing the impact, if any, of ASU 2016-02 on its consolidated financial
statements.
Accounting Standards Update No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the
Test for Goodwill Impairment”
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the
Test for Goodwill Impairment (“ASU 2017-04”).
ASU 2017-04 eliminate Step 2 from the goodwill impairment test, to simplify the subsequent measurement of
goodwill. In accordance with the new guidance, the annual, or interim, goodwill impairment test is performed by
comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized
for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized
should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from
any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the
goodwill impairment loss, if applicable.
The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to
perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment
test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the
quantitative impairment test is necessary.
The amendments should be applied on a prospective basis. The nature of and reason for the change in accounting
principle should be disclosed upon transition.
A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the
amendments for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15,
2019.
Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January
1, 2017.
Management does not believe that the provisions of ASU 2017-04 will have a significant effect on its consolidated
financial statements.
F - 25
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.).
Z. Recently issued accounting pronouncements (cont.)
Accounting Standards Update No. 2016-13, “Financial Instruments – Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments”
In June 2016, The FASB has issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).
The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and
other financial instruments held by financial institutions and other organizations.
ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date
based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions
and other organizations will now use forward-looking information to better inform their credit loss estimates.
Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques
will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to
determine which loss estimation method is appropriate for their circumstances.
ASU 2016-13 requires enhanced disclosures to help investors and other financial statement users better understand
significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting
standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that
provide additional information about the amounts recorded in the financial statements.
In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and
purchased financial assets with credit deterioration.
ASU 2016-13 is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2019 (i.e., January 1, 2020, for calendar year entities).
Early application will be permitted for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2018.
The Company is in the process of assessing the impact, if any, of ASU 2016-13 on its consolidated financial
statements.
Accounting Standards Update 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to
Accounting for Hedging Activities”
In August 2017, the FASB issued ASC Update 2017-12, “Derivatives and Hedging (Topic 815): Targeted
Improvements to Accounting for Hedging Activities. (ASU 2017-12)”
ASU 2017-12, amends the hedge accounting recognition and presentation requirements in ASC 815 in order to (1)
improve the transparency and understandability of information conveyed to financial statement users about an
entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with
those risk management activities and (2) reduce the complexity of and simplify the application of hedge accounting
by preparers.
ASU 2017-12 eliminates the concept of separately recognizing periodic hedge ineffectiveness for cash flow and net
investment hedges. Accordingly, the impact of both the effective and ineffective components of a hedging
relationship will be recognized in the same financial reporting period and in the same income statement line item.
Also, the guidance in ASU 2017-12 includes certain targeted improvements to existing guidance on quantitative and
qualitative assessments of initial and ongoing hedge effectiveness.
The transition guidance in ASU 2017-12 requires an entity to apply the amendments using a modified retrospective
approach to hedging relationships that exist as of the date of adoption by recording a cumulative-effect adjustment to
the opening balance of retained earnings as of the most recent period presented. Entities must apply the new and
modified disclosure requirements prospectively from the date of adoption.
F - 26
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.).
Z. Recently issued accounting pronouncements (cont.)
Accounting Standards Update 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to
Accounting for Hedging Activities” (cont.)
For public business entities, the guidance in ASU 2017-12 is effective for fiscal years beginning after December 15,
2018 and for interim periods within those fiscal years. For all other entities, the guidance is effective for fiscal years
beginning after December 15, 2019 and for interim periods within fiscal years beginning after December 15, 2020.
Early application of the guidance is permitted, including in an interim reporting period. If adopting the guidance in
an interim reporting period, an entity must reflect the effect of the adoption as of the beginning of the fiscal year that
includes the interim reporting period in which the guidance is adopted.
The Company is evaluating the impact of the amendments on its consolidated financial statements.
NOTE 2 - OTHER CURRENT ASSETS
(in thousands)
Prepaid expenses .............................................................................................................
Government institutions ...................................................................................................
Deferred installation expenses ..........................................................................................
Advances to suppliers ......................................................................................................
Employees .......................................................................................................................
Others .............................................................................................................................
NOTE 3 - INVENTORIES
(in thousands)
Finished products ............................................................................................................
Raw materials ..................................................................................................................
US dollars
December 31,
2017
2016
27,805
6,340
5,659
221
308
1,061
41,394
22,358
4,068
3,000
127
540
1,395
31,488
US dollars
December 31,
2017
2016
7,722
6,522
14,244
7,793
6,558
14,351
F - 27
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 4 - INVESTMENTS IN AFFILIATED AND OTHER COMPANIES
A. Investment in affiliated companies
(in thousands)
Bringg (see 1 below) .........................................................................................
RTI (see 2 below) ..............................................................................................
IRT (see 2 below) ..............................................................................................
IRTA (see 2 below) ...........................................................................................
HK (see 2 below)...............................................................................................
US dollars
December 31,
2017
2016
6,090
4,621
2,734
(301 )
1,695
14,839
3,408
8,387
(266 )
446
-
11,975
1. BRINGG Delivery Technologies Ltd. (“BRINGG”) Formerly Overvyoo Ltd.
In December 2013, the Company invested US$1.4 million in Bringg Delivery Technologies Ltd. (“Bringg”)
(formerly Overvyoo Ltd.), an Israeli start-up company developing solutions for the management of mobile/field
workforce. According to the agreement with Bringg, the Company invested in January and July 2015 additional
amounts of US$1.1 million and US$2 million, respectively. During the years 2015-2017, additional investors
not related to the Company, invested amounts of approximately $23.8 million in Bringg, which reduced the
percentage of the shares held by the Company in Bringg, from 45% as of June 30, 2015 to 41.18%, 38.96% and
26.88% as of December 31, 2015, 2016 and 2017 respectively . As a result of the reduction, the company
recorded gain from the dilution in the consolidated statements of income for the respective years 2015, 2016
and 2017, under Share in gains (losses) of affiliated companies in the amounts of approximately US$ 0.8
million, US$ 0.4 million and US$ 4.4 million, respectively.
2.
In September 2015, one of the largest global road vehicles manufacturers signed a four year agreement with
Ituran Road Track Monitoramento De Veiculos Ltda. (“IRT”) to offer Ituran's services in the Brazilian market
(such as vehicle security, personal safety, remote diagnostic, web and app application and concierge). The
agreement has a long-term timeframe.
On May 2016, the same global automaker signed a four year agreement with Ituran Road Track Argentina S.A
(“IRTA”) to offer telematics services in the Argentinian market.
These services are provided through a joint venture as follows:
2.1 ITURAN ROAD TRACK MONITORAMENTO De Veiculos Ltda. (“IRT”)
In February 2015, IRT was established as a joint venture between the Company and Road Track in order to
offer Ituran's services to the Brazilian market. Since IRT's inception and as at balance sheet date, Ituran holds
50% of the shares of IRT. IRT is jointly controlled and therefore is not consolidated in the company's financial
statements.
2.2 RTI URUGUAY S.A. (“RTI”)
In March 2015, RTI was established as a joint venture between the Company and Road Track in order to
provide automatic vehicle location equipment to the same global road vehicles manufacturers as mentioned in
section 2 above. Since RTI's inception and as at balance sheet date, Ituran holds 50% of the shares of RTI. RTI
is jointly controlled and therefore is not consolidated in the company's financial statements.
2.3 ITURAN ROAD TRACK ARGENTINA S.A (“IRTA”)
In October 2015, IRTA was established as a joint venture between the Company and Road Track in order to
offer Ituran's services in the Argentinian market. Since IRTA's inception and as at balance sheet date, Ituran
holds 50% of the shares of IRTA. IRTA is jointly controlled and therefore is not consolidated in the company's
financial statements.
F - 28
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 4 - INVESTMENTS IN AFFILIATED AND OTHER COMPANY (Cont.)
A. Investment in affiliated companies (cont.)
2.4 GLOBAL TELEMATIC SOLUTIONS HK, LIMITED (“HK”)
In October 2017, HK was established as a joint venture between the Company and Road Track in order to
provide automatic vehicle location equipment to the same global road vehicles manufacturers as mentioned in
section 2 above. Since HK's inception and as at balance sheet date, Ituran holds 50% of the shares of HK. HK is
jointly controlled and therefore is not consolidated in the company's financial statements.
B. Investment in other companies
As of December 31, 2017 the Company holds 19.15% of the shares of Locationet Systems Ltd. (“Locationet”).
The balance of the Company’s investment in Locationet as of December 31, 2017 and 2016 was US$ 94,000 and
US$ 85,000, respectively.
During 2017, we made two additional investments in two Israeli start-up companies (from mobile app development
and visual sectors), of about 1.3 million USD in total.
NOTE 5 - OTHER NON-CURRENT ASSETS
(in thousands)
Deferred installation expenses (*) ...............................................................................
Deposits .....................................................................................................................
(*) See Note 1W.
NOTE 6 - PROPERTY AND EQUIPMENT, NET
A. Property and equipment, net consists of the following:
(in thousands)
Cost :
Operating equipment (*) .............................................................................................
Office furniture, equipment and computers .................................................................
Land...........................................................................................................................
Buildings ....................................................................................................................
Vehicles .....................................................................................................................
Leasehold improvements ............................................................................................
Less – accumulated depreciation and amortization (**) ...............................................
Total property and equipment, net ...............................................................................
US dollars
December 31,
2017
2016
552
387
939
682
833
1,515
US dollars
December 31,
2017
2016
52,096
33,913
1,022
2,205
6,799
5,780
101,815
(62,768 )
39,047
48,598
26,992
1,022
1,888
4,924
4,176
87,600
(51,956 )
35,644
(*) As December 31, 2017 and 2016, an amount of US$ 30.4million and US$ 28.6 million is subject to operating
lease transactions, respectively.
(**) As at December 31, 2017 and 2016, an amount of US$ 15.9 million and US$ 12.5 million is subject to operating
lease transactions, respectively.
F - 29
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 6 - PROPERTY AND EQUIPMENT, NET (cont.)
B. In the years ended December 31, 2017, 2016 and 2015, depreciation expense was US$ 13.5 million, US$ 11.6
million and US$ 10.9 million, respectively and additional equipment was purchased in an amount of US$ 16.2
million, US$ 13.6 million and US$ 18.7 million, respectively.
NOTE 7 - INTANGIBLE ASSETS, NET
A. Intangible assets
As December 31, 2017 and 2016, the remaining balance of intangible assets consists of unamortized balance of
patents in an amount of 38,000 and 23,000, respectively.
Amortization and impairment of intangible assets amounted to US$ 9 thousand, US$ 4 thousand and US$ 430,000
for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, the estimated
aggregate amortization of intangible assets for the next five years is as follows: 2017-3,000 and thereafter – 20,000.
The impairment was included in “other expenses, net” (see Note 13).
NOTE 8 - GOODWILL
A. The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are as follows:
Location
based
services
US dollars
Wireless
communications
products
Total
(in thousands)
Balance as of January 1, 2016 (*)....................................
Changes during 2016:
Translation differences ...................................................
Balance as of December 31, 2016 ...................................
Changes during 2017:
Translation differences ...................................................
Balance as of December 31, 2017 ...................................
1,539
23
1,562
170
1,732
1,817
27
1,844
201
2,045
3,356
50
3,406
371
3,777
(*) The accumulated amount of goodwill impairment loss as of December 31, 2017, 2016 and 2015 was
US$ 7,098,000.
F - 30
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 8 - GOODWILL (cont.)
B. During 2015, the Company recorded an amount of US$ 674,000, as impairment with respect to goodwill. No
impairment was recognized in 2016 and 2017. The impairment amount was included in “other expenses, net”. See
Note 13.
The Company performed its annual impairment test as of December 31, 2015 and recorded goodwill impairment in
the total amount of US$ 0.7 million in connection with certain reporting unit which is a part of the Wireless
communications products segment and operates in the internet portal in the field of local travel and recreation. The
impairment was recorded primarily due to a significant decline in current and future forecasted revenues and
profitability margins of the GIS services offered by an Israeli subsidiary resulting from the continued weakness in
the cellular industry in Israel that has suffered from recent regulatory changes and also the continuing popularity of
navigation applications and tools developed by competitors which are offered for no charge. The impairment was
based on valuation performed by the management using the assistance of a third party appraiser in accordance with
the income approach. The significant assumptions used for the assessment were 2 years of projected net cash flows,
a discount rate of 20% and a long-term growth rate of 0%.
See Note 1V regarding fair value measurements.
NOTE 9 - CREDIT FROM BANKING INSTITUTIONS
Lines of credit
Unutilized short-term lines of credit of the Group as of December 31, 2017, aggregated to US$ 0.8 million.
NOTE 10 - OTHER CURRENT LIABILITIES
Composition:
(in thousands)
Accrued expenses ..............................................................................................
Accrued payroll and related taxes.......................................................................
Government institutions .....................................................................................
Related party .....................................................................................................
Accrued dividend ..............................................................................................
Others ...............................................................................................................
US dollars
December 31,
2017
2016
12,753
7,392
3,907
-
4,930
662
29,644
11,019
6,031
4,747
3
4,191
747
26,738
F - 31
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 11 - CONTINGENT LIABILITIES
A. Claims
1. On July 13, 2010 the State Revenue Services of São Paulo issued a tax deficiency notice against our subsidiary
in Brazil, Ituran Sistemas de Monitoramento Ltda., claiming that the vehicle tracking and monitoring services
provided by our subsidiary should be classified as telecommunication services and therefore subject to the
imposition of State Value Added Tax – ICMS, resulting in an imposition of 25% state value added tax on all
revenues of our subsidiary during the period between August 2005 and December 2007. At the time of serving
the notice upon us, the tax deficiency notice was in the amount of R$36,499,984 (approximately US$22.1
million at the time) plus interest in the amount of R$30,282,420 (approximately US$18.2 million at the time)
and penalties in the amount of R$66,143,446 (approximately US$40.0 million at the time). As of December 31,
2014, the aggregate sum claimed pursuant to the tax deficiency notice (principal amount, interest and penalties)
was estimated on December 2014, at R$220,000,000 (approximately US$82.7 million). The decision of the
administration first level was unfavorable to us and we have filed an appeal to the Administrative Court of
Appeals in São Paulo. On March 2, 2012 the Administrative Court of the State of São Paulo dismissed the State
Revenue Services of São Paulo’s claims and resolved in our favor. The State of São Paulo filed an
administrative appeal to a full bench session at the Administrative Court which has been dismissed on
December 20, 2014 and such a decision is non-appealable.
Furthermore, it is noted that the effect of aforesaid decision is limited to the period of August 2005 up to
December 2007. It is possible that the State of São Paulo may issue us additional tax deficiency notices
regarding the past 5 year period. However, we maintain our position, based among other things on the results of
the aforesaid legal proceedings, that if such tax deficiency notices are issued in future, our chances of success in
defending its position are overwhelmingly favorable.
2. On June 24, 2010 the Brazilian Internal Revenue Service issued a tax assessment that claimed the payment, at
the time of filing the tax assessment, of R$5,567,032 (approximately US$ 3,120,000 at the time) including
interest and penalties, following the offsetting on October 1, 2005 of an amount of approximately US$ 2.1
million of a receivable held by Ituran Beheer BV, a Dutch legal entity held by us, against accumulated losses of
our subsidiary Ituran Sistemas de Monitamento Ltda, which originated from a technology transfer agreement
executed by and between Ituran Brazil and OGM Investments B.V. (also a Dutch company held by us). The
decision of the administrative court of the first level was unfavourable to us and therefore we have filed an
appeal to the Administrative Court of Appeals in São Paulo. In October 2013, we were notified that the
Administrative Court of Appeal has partially accepted our administrative defense in order to reduce the
percentage of penalty imposed on us. Subsequently, Ituran Brazil filed a Special Appeal to the Superior Court
of Tax Appeals, an administrative venue. The Special Appeal lodged by Ituran Brazil was not accepted by the
Superior Court of Tax Appeals. Ituran Brazil challenged the tax assessment before a Federal Court of Law by
our special appeal, which was rejected on January 18th, 2016, and terminated the administrative venue. On
March 15, 2016, we have taken the dispute to Judiciary venue, and filed a lawsuit in order to challenge the
administrative decision. On July 2016 the federal government filed its defense, and on Sept. 2016 we filed
counterarguments and request for the drafting of an accounting report to be made by a court-appointed expert.
On April 3, 2017 the judge analyzed our request and granted the accounting report by a court – appointed
expert. The expert filed his report and we are currently waiting for the decision for the parties to present their
adverse opinions with regard to the experts’ report. Based on the legal opinion of the subsidiary’s Brazilian
legal counsel we believe that such claim is without merit, as the assessment based on wrong assumption, since
offsetting proceedings did not have any tax effect and the chances of our success are more likely than not.
Accordingly, no provision was recognized with respect to such claim. As of April 2018, the aggregate sum
claimed pursuant to the tax assessment (principal amount, interest and penalties) is estimated at R$12.1 million
(approximately US$ 3.65 million).
F - 32
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 11 - CONTINGENT LIABILITIES (cont.)
A. Claims (cont.)
3. On January 12, 2016, Brazilian Federal Communication Agency – Anatel issued an additional tax assessment
for FUST contribution (contribution on telecommunication services) levied on the monitoring services rendered
by us regarding the year of 2012 which amounts on April 2018 to R$ 3,292,055 (approximately US$ 970,000)
including interest and penalties. This amount added up to the previous FUST tax assessments for the years 2007
and 2008 which was issued on October 20, 2011, and including interest and penalties, on April 2018 amounts to
R$ 4,981,950 (approximately US$ 1,465,000), to FUST tax assessment for the year 2010 which including
interest and penalties, on April 2018 amounts to R$ 3,450,843 (approximately US$ 1,015,000) and to FUST tax
assessment for the year 2011 (and January 2012) which including interest and penalties, on April 2018 amounts
to R$ 3,434,219 (approximately US$ 1,010,000). Due to the such last tax assessment, on April 2018, the
aggregate amount claimed by Anatel increased to approximately R$ 15.16 million (approximately US$ 4.46
million). The reason Anatel demand the payment of FUST from us is the fact that in order to provide
monitoring services we need to operate telecommunication equipment in a given radio frequency. We hold a
telecommunication license from Anatel. The authorities have construed that we render telecommunication
services and FUST should be levied in relation to Net Revenues. Based on the legal opinion of the subsidiary’s
Brazilian legal counsel we believe that such claim is without merit, the interpretation of the legislation is
mistaken, given that we don’t render telecommunication services, but rather services of monitoring goods and
persons for security purposes and therefore the chances of our success are more likely than not. Accordingly, no
provision was recognized with respect to such claim. We have filed our defense for the years 2007 and 2008 on
December 2011. Our Defense for the year 2010 was filed on November 2014, our defense for the year 2011
(and January 2012) was filed on February 2016 and our Defense for the year 2012 was filed on February 2016.
We are currently awaiting the Lower Court decisions on all the aforementioned FUST claims.
As the FUST are levied at a fixed rate on the gross revenues, the company accounted for such matter in
accordance with the provisions of ASC Topic 450-20, contingencies - loss contingencies.
4. On November 22, 2016, Brazilian Federal Communication Agency - Anatel – issued an additional tax
assessment for FUNTELL contribution (contribution to Fund for the Technological Development of
Telecommunication) levied on the monitoring services rendered by us regarding the year of 2012 which on
April 2018 amounts to R$ 1,383,719 (approximately US$ 407,000) including interest and penalties. This
amount added up to the previous FUNTELL tax assessments for the year 2007, which was issued on July 13,
2011, and including interest and penalties, on April 2018 amounts to R$ 933,140 (approximately US$ 274,000),
to FUNTELL tax assessment for the year 2008 which including interest and penalties, on April 2018 amounts to
R$ 917,000 (approximately US$ 270,000),to FUNTELL tax assessment for the year 2010 which including
interest and penalties, on April 2018 amounts to R$ 1,283,362 (approximately US$ 377,000) and 2011 which on
April 2018 amounts to R$ 1,275,316 (approximately US$ 375,000) including interest and penalties. Due to the
such last tax assessment, on April 2018 the aggregate amount claimed by Anatel increased to approximately R$
5.8 million (approximately US$ 1.70 million). The reason Anatel demands the payment of FUNTELL from us
is the fact that in order to provide monitoring services we need to operate telecommunication equipment in a
given radio frequency. We hold a telecommunication license from Anatel. The authorities have construed that
we render telecommunication services and FUNTELL should be levied in relation to Net Revenues. Based on
the legal opinion of the subsidiary’s Brazilian legal counsel we believe that such claim is without merit, the
interpretation of the legislation is mistaken, given that we don’t render telecommunication services, but rather
services of monitoring goods and persons for security purposes and therefore the chances of our success are
more likely than not. Accordingly, no provision was recognized with respect to such claim. We have filed our
defenses as follows: for the year 2007 on July 2011, for the year 2008 on June 2011, for the year 2010 on
December 2014, for the year 2011 on October 2015, and for the year 2012 on November 2016. On March
27,2018 the Administrative published a decision which rejected our defense for year 2011 and we intend to file
an appeal. We are currently awaiting the Administrative decisions on all the other aforementioned FUNTELL
claims.
As the FUNTELL are levied at a fixed rate on the gross revenues, the company accounted for such matter in
accordance with the provisions of ASC Topic 450-20, contingencies - loss contingencies.
F - 33
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 11 - CONTINGENT LIABILITIES (cont.)
A. Claims (cont.)
5. On July 13, 2015 we received a purported class action lawsuit which was filed against the Company in the
District Court of Central Region in Tel-Aviv, by one plaintiff who is a subscriber of the Company, alleging that
the Company, which was declared a monopoly under the Israeli Restrictive Trade Practices Law, 1988,
unlawfully abused its power as a monopoly and discriminated between its customers. The plaintiff claims that
the alleged discrimination resulted from the Company charging higher monthly subscription fees from
customers who are obliged by insurance company requirements to install location and recovery systems in their
vehicles than the monthly subscription fees that are charged from customers who are not required by insurance
companies to install location and recovery systems in their vehicles. In addition, the plaintiff claims that the
Company offers to customers who are not required by insurance companies to install location and recovery
systems in their vehicles, a discounted warrantee service to their location and recovery systems. The plaintiff
claims in addition to the above, that such actions raise additional causes of action against the Company such as
negotiations without good faith, executing contract without good faith, breach of contract, unjust enrichment,
breach of consumer protection laws, tort laws, and breach of statutory duty. The lawsuit is yet to be approved as
a class action. The total amount claimed if the lawsuit is approved as a class action was estimated by the
plaintiff to be approximately NIS 300 million (approximately USD 87 million). Our defense against the
approval of the class action lawsuit was filed on January 3, 2016. The plaintiff has responded to our defense on
February 29, 2016. A class action lawsuit based on similar claims, against the Company, which was filed on
form 6-K on March 22, 2011, was dismissed by the court on the request of both parties, on March 5, 2012 for a
small compensation to the plaintiff and his attorneys, in a total amount of NIS 30,000 (approximately USD
7,900). Such dismissal of a similar class action lawsuit may have a positive effect on the Company’s defense
against the current lawsuit. Based on an opinion of its legal counsels, at this preliminary stage, the Company is
unable to assess the lawsuit’s chances of success, however based on the documents of the claim, the Company
has good defense arguments in respect of claims made by the plaintiff and that the chances that the lawsuit will
not be approved as a class action lawsuit are higher than it will be approved. While we cannot predict the
outcome of this case, if we are not successful in defending our claim, we could be subject to significant costs,
adversely affecting our results of operations.
6. Claims are filed against the Company and its subsidiaries from time to time during the ordinary course of
business, usually with respect to civil, labor and commercial matters. The Company’s management believes,
based on its legal counsels’ assessment, that the provision for contingencies recognized in the balance sheet is
sufficient and that currently there are no claims (other than those described in this Note above) that are material,
to the consolidated financial statements as a whole.
B. The Company was declared a monopoly under the Israeli Restrictive Trade Practices Law, 1988, in the market for
the provision of systems for the location of vehicles in Israel. Under Israeli law, a monopoly is prohibited from
taking certain actions, such as predatory pricing and the provision of loyalty discounts, which prohibitions do not
apply to other companies. The Israeli Antitrust Authority may further declare that the Company has abused its
position in the market. Any such declaration in any suit in which it is claimed that the Company engages in
anticompetitive conduct may serve as prima facie evidence that the Company is either a monopoly or that it has
engaged in anticompetitive behavior. Furthermore, it may be ordered to take or refrain from taking certain actions,
such as setting maximum prices, in order to protect against unfair competition.
F - 34
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 11 - CONTINGENT LIABILITIES (cont.)
C. Commitments
1. As of December 31, 2017, minimum future rentals under operating leases of buildings and base station sites for
periods in excess of one year were as follows: 2018 – US$ 3.4 million, 2019 – US$ 2.6 million, 2020 – US$ 1.5
million, 2021 – US$ 0.9 million and 2022 – US$ 0.9 million, 2023 – US$ 0.9 million.
The leasing fees expensed in each of the years ended December 31, 2017, 2016 and 2015, were US$ 3.2
million, US$ 2.6 million and US$ 2.5 million, respectively.
2.
In January 2008, the Company entered into a 10 year Frame Product and Service Purchase Agreement with
Telematics, pursuant to which (after the completion of the sale of Telematics), the Company and Telematics
shall purchase from each other certain products and services as detailed in the agreement for a price and subject
to other conditions as detailed in the agreement. In addition, each of the Company and Telematics undertook
toward one another not to compete in each other’s exclusive markets in the area of RF vehicle location and
tracking RF technology or similar RF terrestrial location systems and technology. The agreement was for a term
of 10 years, following which it shall be renewed automatically for additional consecutive 12 month periods,
unless nonrenewal notice is sent by one of the parties to the other. Pursuant to the agreement, each of
Telematics and Ituran granted the other party a license to use certain technology in connection with the products
and services purchased from each other, which license survives the termination or expiration of the agreement.
As of December 31, 2017, the Company is obliged to purchase from Telematics products in an aggregate
amount of approximately US$ 7.6 million with respect to the following 12 month period .
NOTE 12 - STOCKHOLDERS’ EQUITY
A. Share capital
1. Composition:
December 31, 2017 and 2016
Ordinary shares of NIS 0.33⅓ each .........................................................................
Registered
60,000,000
Issued and
outstanding
23,475,431
2. Since May 1998, the Company has been trading its shares on the Tel-Aviv Stock Exchange (“TASE”). On
February 24, 2015 the company issued a press release announcing that its Board of Directors has resolved to act
to voluntarily delist it’s ordinary shares from trading on the Tel Aviv Stock Exchange. Such delisting became
effective as of May 25, 2016 with the last trading date on the Tel Aviv Stock Exchange being May 23, 2016.
3. On September 2005, the Company registered its Ordinary shares for trade in the United States.
4. The Ordinary shares of the Company confer upon their holders the right to receive notice to participate and vote
in general meetings of the Company and the right to receive dividends, if and when, declared.
5. As of December 31, 2017, 2016 and 2015, 2,507,314 ordinary shares representing 10.7% of the share capital of
the Company is held by the company as treasury shares.
6. Shares of the Company held by the company have no voting rights.
F - 35
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 12 - STOCKHOLDERS’ EQUITY
B. Retained earnings
1.
In determining the amount of retained earnings available for distribution as a dividend, the Israeli Companies
Law stipulates that the cost of the Company’s shares acquired by the Company and its subsidiaries (presented as
a separate item in the statement of changes in equity) must be deducted from the amount of retained earnings.
2. On February 21, 2012, the board of directors of the Company revised its dividend policy so that dividends will
be declared and distributed on a quarterly basis in an amount not less than 50% of its net profits, calculated on
the basis of the interim financial statements.
3. On February 27, 2017, the board of directors approved a change in the dividend policy. The new policy calls for
a dividend of $5 million, at minimum per quarter, this new policy became effective starting from the dividend
for the first quarter 2017.
4. Dividends are declared and paid in NIS. Dividends paid to stockholders outside Israel are converted into dollars
on the basis of the exchange rate prevailing at the date of declaration.
5. During 2015, the Company declared dividends in an amount of approximately US$ 16.3 million. These
dividends were paid during 2015 and January 2016.
6. During 2016, the Company declared dividends in an amount of approximately US$ 18.2 million. These
dividends were paid during 2016 and January 2017.
7. During 2017, the Company declared dividends totaling an amount of approximately US$ 23.5 million. These
dividends were paid during 2017 and January 2018.
8.
In February 2018, the Company declared a dividend in the amount of US 0.24 dollar per share, totaling
approximately US$ 5 million. The dividend was paid in April 2018.
NOTE 13 - OTHER (INCOME) EXPENSES, NET
(in thousands)
Adjustment of purchase price of subsidiary sold ....................................
Impairment of goodwill and intangible assets (2) ...................................
Gain on sale of subsidiary (1)................................................................
prior years expenses..............................................................................
Other ....................................................................................................
US dollars
Year ended December 31,
2016
2015
2017
-
-
-
-
(147 )
(147 )
-
-
-
940
(104 )
836
(101 )
929
(951 )
-
(145 )
(268 )
(1) On December 31, 2015, the Company sold its entire holding in the subsidiary Mapa Internet Ltd. For a total
consideration of NIS 2.3 million (approximately US$ 600,000).
Management does not believe that the sale of Mapa internet Ltd represents a strategic shift for the company. As a
result, the above transaction has not been reflected in the accompanying consolidated financial statements as
discontinued operations.
(2) See Notes 7, 8 and 1N.
F - 36
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 14 - FINANCING INCOME (EXPENSES), NET
(in thousands)
US dollars
Year ended December 31,
2016
2017
2015
Short-term interest income, commissions and other.....................................................
258
Gains in respect of marketable securities ....................................................................
397
Interest income in respect of long-term loans ..............................................................
1
1,415
Interest income in respect of deposits..........................................................................
Expenses related to taxes positions .............................................................................
(2,246 )
Exchange rate differences and others, net....................................................................
(814 )
(989 )
46
115
225
1,944
-
(274 )
2,056
77
666
-
773
-
(327 )
1,189
NOTE 15 - INCOME TAX
A. Taxes on income included in the statements of income:
(in thousands)
Income taxes (tax benefit):
Current taxes:
US dollars
Year ended December 31,
2016
2017
2015
In Israel ...............................................................................................................
Outside Israel .......................................................................................................
6,251
10,308
16,559
Deferred taxes:
In Israel ...............................................................................................................
(1,982 )
Outside Israel .......................................................................................................
(169 )
(2,151 )
Taxes in respect of prior years:
In Israel (*) ..........................................................................................................
Outside Israel (**) ...............................................................................................
1,775
1,522
3,297
17,705
5,581
10,303
15,884
91
(1,179 )
(1,088 )
81
-
81
14,877
6,279
6,089
12,368
(121 )
206
85
369
-
369
12,822
(*) During November 2017, the Company has received from the Israeli tax authority (“ITA”) tax assessments for the
years 2013-2015 amounting to approximately NIS 11 million (approximately US$ 3 million). An amount of NIS 7.2
million (approximately US$ 2 million) due to the timing differences related to the deduction of certain expenses for
tax purposes, which was agreed to be deducted in the coming years. The Company recorded an amount of NIS 6.2
million (approximately US$ 1.8 million) as tax expense related to prior periods and a deferred tax benefit in a
similar amount. As part of the above tax assessment, the Company was required to pay the ITA an amount of NIS
1.8 million (approximately US$ 0.5 million) as interest expense. Such amount was recognized as part of financing
income, net.
(**) During November 2017, one of our subsidiaries in Brazil has received from the Brazilian tax authority (“RFB”) a
tax assessments for the years 2012-2014 amounting to BRL 10.3 million (approximately US$ 3.1 million), mainly
due to an undetectable expenses. Accordingly, our subsidiary recorded an amount of BRL 4.8 million
(approximately US$ 1.5 million) as tax expense related to prior periods. As part of the above tax assessment our
subsidiary was required to pay an amount of BRL 3.6 million (approximately US$ 1.1 million) as penalty and BRL
1.7 (approximately US$ 0.5 million) as interest expense.
F - 37
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 15 - INCOME TAX (cont.)
B. Measurement of results for tax purposes under the Income Tax (Inflationary Adjustments) Law, 1985 (the
“Inflationary Adjustment Law”)
Until December 31, 2007, the Company and its Israeli subsidiaries reported income for tax purposes in accordance
with the provisions of the Inflationary Adjustments Law, whereby taxable income was measured in NIS, adjusted
for changes in the Israeli Consumer Price Index where results of operations for tax purposes were measured in terms
of earnings in NIS after adjustments for changes in the Israeli Consumer Price Index (“CPI”). Commencing
January 1, 2008, this law became void and in its place there are transition provisions, whereby the results of
operations for tax purposes are measured on a nominal basis.
C. The Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”)
1. On December 22, 2016, the Israeli parliament passed the Law for Economic Efficiency (Legislative
Amendments for Achieving Budget Objectives in the Budget Years 2017 and 2018) – 2016 (hereinafter – the
“Economic Efficiency Law”) and on December 29, 2016, the Law was publicized in the Official Gazette. The
Economic Efficiency Law, among other things, reduced the tax rate applicable to a preferred enterprise located
in Development Zone A from 9% to 7.5% (the tax rate applicable to a preferred enterprise not located in
Development Zone A remained unchanged at 16%). The Economic Efficiency Law also outlined new benefit
tracks for preferred technology enterprises.
2. As of December 31, 2017, only one Israeli subsidiary is entitled to a “Preferred Company” status pursuant to the
investment law.
D. Israeli corporate tax rates
On July 30, 2013, the Israeli parliament approved the Law for the Change in National Priorities (Legislative
Amendments to Achieve Budgetary Goals for 2013 and 2014) – 2013 (hereinafter – the “Law for the Change in
National Priorities”), which, among other things increased the standard corporate income tax rate from 25% to
26.5% effective as of January 1, 2014.
On January 4, 2016, the full plenum of the Israeli parliament passed the second and third readings of the
Amendment to the Israel Income Tax Ordinance (Amendment No. 216) – 2016 (hereinafter – the “Amendment to
the Law”) and on January 5, 2016, the Amendment to the Law was publicized in the Official Gazette. The
Amendment to the Law stipulates, among other things, that the corporate tax rate would be lowered from 26.5% to
25% commencing from January 1, 2016.
On December 22, 2016, the Israeli parliament (the “Knesset”) passed the Law for Economic Efficiency (Legislative
Amendments to Achieve Budgetary Goals for the 2017 and 2018 Budget Years) – 2016 (hereinafter – the
“Economic Efficiency Law”) and on December 29, 2016, it was publicized in the Official Gazette. The Economic
Efficiency Law stipulates, among other things, that the corporate tax rate would be reduced from a rate of 25% to
23% from January 1, 2018 and thereafter. Regarding the period from the date on which the Economic Efficiency
Law went into effect (January 1, 2017) until December 31, 2017, a temporary provision was set down whereby the
corporate tax rate will be 24%. In addition, the tax rate on capital gains in real terms and the tax rate applicable to
the amount of a betterment in real terms were reduced by the same percentages.
This change of tax rate did not have material effect on the deferred tax assets of the Company and its Israeli
subsidiaries as of December 31, 2016.
E. Non-Israeli subsidiaries
Non-Israeli subsidiaries are taxed according to the tax laws and rates in their country of residence.
F - 38
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 15 - INCOME TAX (cont.)
F. Use of assumptions and judgments
The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and can
be ambiguous; the Company is, therefore, obliged to make many subjective assumptions and judgments regarding
the application of such laws and regulations to its facts and circumstances. In addition, interpretations of and
guidance surrounding income tax laws and regulations are subject to changes over time. Any changes in the
Company’s subjective assumptions and judgments could materially affect amounts recognized in its consolidated
balance sheets and statements of income.
G. Tax assessments
The Company and a certain Israeli subsidiary have received final tax assessments through the 2015 tax year. One of
the subsidiaries in Brazil has received final tax assessments through the 2015 tax year. The other subsidiaries have
not yet been assessed since incorporation.
H. Carry forward foreign tax credits and tax losses
As of December 31, 2017, the Company’s non-Israeli subsidiary in the United States has available carry forward
foreign tax credits in an amount of approximately US$ 3.6 million. Most of such carry forward tax credits may be
utilized until 2022.
I. The following is reconciliation between the theoretical tax on pretax income, at the applicable Israeli tax rate, and
the tax expense reported in the financial statements:
2015
41,833
26.5 %
11,086
526
831
(439 )
1,411
78
(405 )
(266 )
12,822
(in thousands)
Pretax income .......................................................................................................
55,546
Statutory tax rate ...................................................................................................
Tax computed at the ordinary tax rate ....................................................................
13,331
(815 )
Nondeductible expenses (income) .........................................................................
Losses in respect of which no deferred taxes were generated
2017
24 %
50,054
25 %
12,514
766
US dollars
Year ended December 31,
2016
243
(including changes in valuation allowance) ........................................................
(151 )
Deductible financial expenses recorded to other comprehensive
income ..............................................................................................................
(113 )
3,119
Tax adjustment in respect of different tax rates ......................................................
Taxes in respect of withholding at the source from royalties and
542
dividends ...........................................................................................................
Adjustment in respect of tax rate deriving from “approved
(436 )
enterprises” .......................................................................................................
Others ...................................................................................................................
1,834
17,705
90
2,040
95
(501 )
24
14,877
F - 39
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 15 - INCOME TAX (cont.)
J. Summary of deferred taxes
Composition:
US dollars
Year ended
December 31,
(in thousands)
Deferred taxes
Provision for employee related obligations .............................................................................................
Provision for legal obligation and other ..................................................................................................
Provision for employee related obligations .............................................................................................
Carry forward tax losses and foreign tax credit .......................................................................................
Temporary differences, net ....................................................................................................................
276
6,262
849
3,600
887
11,874
(3,476 )
Valuation allowance ..............................................................................................................................
8,398
2017
2016
166
3,868
771
3,600
1,185
9,590
(3,276 )
6,314
K. Income before income taxes is composed as follows:
(in thousands)
The Company and its Israeli subsidiaries.....................................................................
Non-Israeli subsidiaries ..............................................................................................
2017
US dollars
Year ended December 31,
2016
22,138
33,408
55,546
22,634
27,420
50,054
2015
23,987
17,846
41,833
L. Uncertain tax positions
The Company and its subsidiaries files income tax returns in Israel, US, Argentina and Brazil.
Reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(in thousands)
US dollars
Balance at January 1, 2015 .......................................................................................................................................
Decrease related tax positions of prior years ..............................................................................................................
Translations differences related to the current year ....................................................................................................
Balance at December 31, 2017, 2016 and 2015 .........................................................................................................
421
(419 )
(2 )
-
As of December 31, 2017 there are no uncertain tax positions
F - 40
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 16 - EARNINGS PER SHARE
During the periods, there were no potential instruments that could be exercised or converted to ordinary shares. The net
income and the weighted average number of shares used in computing basic and diluted earnings per share for the years
ended December 31, 2017, 2016 and 2015, are as follows:
(in thousands)
Net income attributable to stockholder’s used for the computation
US dollars
Year ended December 31,
2016
2017
2015
of basic and diluted earnings per share ....................................................................
43,794
32,139
24,971
(in thousands)
Weighted average number of shares used in the computation of
Number of shares
Year ended December 31,
2016
2017
2015
basic and diluted earnings per share .........................................................................
20,968
20,968
20,968
NOTE 17 - RELATED PARTIES
A. The Tzivtit Insurance Ltd. (“Tzivtit Insurance”), owned by a director of the Company, serves as the Company’s
insurance agent and provides the Company with elementary insurance and managers insurance.
In respect of these insurance services, Tzivtit Insurance is entitled to receive commissions at various rates, paid by
the insurance company (which is not considered a related party).
With respect to basic insurance policies, and directors and offices insurance policies, the Company paid to the
insurance company in 2017, US$ 327 thousand and US$ 152 thousand, respectively (In 2016 US$ 331 thousand and
US$ 160 thousand, respectively.)
Tzivtit Insurance is entitled to commissions in an aggregate amount of NIS 190 thousand (US$ 53 thousand) to be
paid to Tzivtit Insurance by the insurance company on account of these policies, (US$ 96 thousand and US$ 79
thousand in 2016 and 2015, respectively).
B. In accordance with an agreement with a related party (as amended), Prof. Yehuda Kahane, for financial consulting,
the Company is required to pay the consultant monthly consulting fees of NIS 15,000 (US$ 4,200) a month, linked
to the Israeli Consumer Price Index. The aggregate amount paid to Professor Kahane in each of the years 2017,
2016 and 2015 was approximately US$ 65,000, US$ 52,000 and US$ 57,000, respectively.
F - 41
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 17 - RELATED PARTIES (cont.)
C. In February 2014, following the approval of the Company’s general meeting of shareholders on January 28, 2014,
the Company entered into new service agreements, setting forth the terms of service of its President and Co-Chief
Executive Officers in compliance with the Company’s compensation policy for office holders; and E-Com entered
into a service agreement setting forth the terms of service of its Chief Executive Officer in compliance with the
Company’s compensation policy for officer holders. The principal terms of these agreements are as follows:
Messrs. Izzy Sheratzky, Eyal Sheratzky, Nir Sheratzky and Gil Sheratzky (the “Executive Offices Holders” or “the
Executives”), shall provide services as independent contractors, which shall be entitled to a monthly payment of
NIS 225,000, 175,000, 175,000 and 125,000 respectively plus VAT (US$62,000, US$49,000, US$49,000 and
US$35,000 respectively) linked to the consumer price index for December 2013. At the request of the service
providers, part of the fixed monthly pay may be granted through benefits, such as the provision of a company car
and the payment of its maintenance costs and the cost of tax resulting therefrom. The fixed monthly pay shall also
include 25 days’ vacation and sick days as provided by law. The service providers shall also be entitled to payment
or reimbursement of expenses, including hosting expenses, subsistence allowance abroad and participation in work-
related home telephone expenses. The service providers shall be entitled to Target-based Cash Incentives and Excess
Return Cash Incentives as detailed below. The agreement shall be in force for a period of 3 years (On November 7,
2016 the Company’s general meeting of shareholders has reapproved the service agreements for additional 3 years)
and may be terminated upon 180 days’ advance notice of termination; however, the Company may terminate the
agreement without an advance notice and without compensation if the following shall occur: (a) The service
provider is convicted of a criminal offense involving moral turpitude; (b) a final court ruling (without the possibility
of appeal) determines that The service provider has breached his fiduciary duty towards the Company; (c) a final
court ruling (without the possibility of appeal) determines that the service provider has materially breached the
agreement through the unauthorized disclosure of Company’s secrets or competition with the Company.
Each of the above agreements also provides that the executives may request to provide their services to the
Company as employees, and not through a service provider, and in such event, the they shall execute an employment
agreement with the Company, in lieu of the above service agreements, which shall also set forth the provisions of
social security and other benefits that the Company usually grants its senior executive officers (which may not
deviate from the provisions of the Compensation policy in this respect). In any event, it was agreed that the nature of
the agreement pursuant to which the services are provided shall not affect the company’s provision of the services as
set forth in the service agreements.
The terms of the Cash incentives applicable to the “Executive Offices Holders”, as set forth in their agreements
referred to above (the “Agreements”), are as follows:
F - 42
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 17 - RELATED PARTIES (cont.)
C. (cont.)
“Target-based Cash Incentives” means a cash incentive awarded to the Executive Office Holders for the
Company’s achievement of the following Profit-Before-Tax targets in each calendar year following the
effective date of the above agreements, in which the Minimum Threshold (as defined below) has been achieved:
Company’s Profit-Before-Tax Targets
(In USD thousands)
24,001 - 27,500 ...............................................................................
27,501-31,000 .................................................................................
31,001-35,000 .................................................................................
35,001-39,000 .................................................................................
Above 39,001 ..................................................................................
Level of Incentive - As a Percentage of the
Executive Office Holder’s Annual Cost of Pay
20%
45%
75%
110%
150%
“Minimum Threshold” means, with respect to a particular calendar year, a minimum Company’s Return on
Equity of 15%, and a minimum company’s Profit before Tax of USD 24 million.
“Excess Return Cash Incentives” means that at the end of each calendar year, the Company shall examine the
Company’s Stock Yield since January 1 of such year or, with respect to the first year of such grant – since the
date of its approval (an “Examined Period”), as compared to the benchmark Yield over such Examined Period;
and to the extent that the Company’s Stock Yield exceeds the benchmark Yield for such period, each of the
Executive Office Holders shall receive an amount equal to 50% of his monthly Cost of Pay for each 1% of
excess return (in percentage points’ terms), or a relative amount in the event of a partial excess return. For the
avoidance of doubt, in the event that the Company’s Stock Yield during such period is negative, no grant shall
be awarded.
The Excess Return Cash Incentive for each year shall not exceed an amount equal to the Executive Officer
Holder’s annual Cost of Pay.
In the event that an Agreement is terminated during a calendar year, the Company’s compensation committee
and board of directors shall determine the relative amounts out of the Target-based Cash Incentives and/or
Excess Return Cash Incentives to which the relevant Executive Office Holder is entitled for the portion of the
year during which the Agreement was in force; and these amounts shall be paid within 30 days after the
termination of service/employment, as the case may be.
On the date of determination of each Executive Office Holder’s entitlement for a Target-based Cash Incentive
for a particular year, the Company’s compensation committee shall examine whether the total amount of grants
to which Executive Officers are entitled with respect to such calendar year and which constitute variable
components of their terms of services (the “Total Amount of Grants to Executive Officers”), exceed an amount
equal to 10% of the Company’s EBITDA for such year (the “EBITDA’s Threshold”), as calculated in
accordance with data extracted from the Company’s audited consolidated annual financial statements, after
taking into account the Executive Officers’ fixed compensation but excluding their variable compensation. In
such event, the amount by which the Total Amount of Grants to Executive Officers exceeds the EBITDA’s
Threshold shall be referred to as the “Excess Amount”.
F - 43
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 17 - RELATED PARTIES (cont.)
C. (cont.)
In the event that the Total Amount of Grants to Executive Officers exceeds the EBITDA’s Threshold, then the
Target-based Cash Incentive and the Excess Return Cash Incentive to which an Executive Office Holder is
entitled (together, the “Grants”) shall be reduced by an amount equal to the Executive Office Holder’s Rate of
Grants (as defined below) out of the Excess Amount. The term “Executive Office Holder’s Rate of Grants”
means, with respect to a particular Executive Office Holder, the percentage which such Executive Office
Holder’s Grants constitute out of the Total Amount of Grants to Executive Officers.
The Company’s board of directors shall have the right, under special circumstances at its discretion, to reduce
the amount of Grants to which the Executive Office Holders are entitled, upon a 60 days prior notice.
The Executive Office Holder shall be required to return any compensation paid to them on the basis of results
included in financial statements that turned out to be erroneous and were subsequently restated in the
Company’s financial statements published during the three year period following publication of the erroneous
financial statements; to the extent they would not have been entitled to the compensation actually received had
it been determined based on the restated financial statements. In such case, compensation amounts will be
returned within 60 days from the date of publication of the restated financial statements, net of taxes that were
withheld thereon. If the Executive Office Holder has a right to reclaim such tax payments with respect to Grants
which were paid in excess, from the relevant tax authorities, then the Executive Office Holder shall reasonably
act to reclaim such amounts from the tax authorities and upon their receipt, shall remit them to the Company.
In 2017 and 2016 Executive Offices Holders were entitle to Target based cash incentives at the maximum rate
of (150%).
Herein below is attached table regards the aggregate amounts paid to Executive Offices Holders:
(in thousands)
Izzy Sheratzky ............................................................................................................................................
Eyal Sheratzky ............................................................................................................................................
Nir Sheratzky ..............................................................................................................................................
Gil Sheratzky ..............................................................................................................................................
2,249
1,565
1,802
1,175
1,874
1,672
1,478
1,118
3,202
2,337
2,312
1,118
US dollars
Year ended December 31,
2015
2017
2016
NOTE 18 - SEGMENT REPORTING
A. General information:
The operations of the Group are conducted through two different core activities: Location based services and
Wireless communications products. These activities also represent the reportable segments of the Group.
The reportable segments are viewed and evaluated separately by Company management, since the marketing
strategies, processes and expected long term financial performances of the segments are different.
Location based services:
The Location based services segment consists predominantly of regionally- based stolen vehicle recovery (SVR)
services, fleet management services and value-added services comprised of personal advanced locater services and
concierge services.
The Group provides Location based services in Israel, Brazil, Argentina and the United States.
F - 44
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 18 - SEGMENT REPORTING (cont.)
A. General information: (cont.)
Wireless communications products:
The wireless communications product segment consists of short and medium range two-way machine-to-machine
wireless communications products that are used for various applications, including automatic vehicle location, and
automatic vehicle identification.
B. Information about reported segment profit or loss and assets:
(in thousands)
Year ended December 31, 2017
Location
based
services
US dollars
Wireless
communications
products
Total
Revenues.................................................................................................................................................
Operating income ....................................................................................................................................
Assets .....................................................................................................................................................
Goodwill .................................................................................................................................................
Expenditures for assets ............................................................................................................................
Depreciation and amortization .................................................................................................................
169,752
55,012
95,384
1,732
9,346
10,030
64,884
1,523
17,192
2,045
681
328
Year ended December 31, 2016
Revenues.................................................................................................................................................
Operating income ....................................................................................................................................
Assets .....................................................................................................................................................
Goodwill .................................................................................................................................................
Expenditures for assets ............................................................................................................................
Depreciation and amortization .................................................................................................................
141,940
44,045
84,777
1,562
9,063
8,980
57,634
3,953
15,793
1,844
268
180
Year ended December 31, 2015
Revenues.................................................................................................................................................
Operating income ....................................................................................................................................
Assets .....................................................................................................................................................
Goodwill .................................................................................................................................................
Expenditures for assets ............................................................................................................................
Depreciation and amortization .................................................................................................................
Impairment of goodwill and intangible assets ...........................................................................................
127,683
37,268
62,236
1,539
14,478
8,636
-
47,945
3,376
10,463
1,817
393
152
929
234,636
56,535
112,576
3,777
10,027
10,358
199,574
47,998
100,570
3,406
9,331
9,160
175,628
40,644
72,699
3,356
14,871
8,788
929
C. Information about reported segment profit or loss and assets:
The evaluation of performance is based on the operating income of each of the two reportable segments.
Accounting policies of the segments are the same as those described in the accounting policies applied in the
consolidated financial statements.
Due to the nature of the reportable segments, there have been no inter-segment sales or transfers during the reported
periods.
Financing expenses, net, non-operating other expenses, net, taxes on income and the share of the Company in losses
of affiliated companies were not allocated to the reportable segments, since these items are carried and evaluated on
the enterprise level.
F - 45
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 18 - SEGMENT REPORTING (cont.)
D. Reconciliations of reportable segment revenues, profit or loss, and assets, to the enterprise’s consolidated
totals:
(in thousands)
US dollars
Year ended December 31,
2015
2017
2016
Total revenues of reportable segment and consolidated revenues
234,636 199,574 175,628
Operating income
Total operating income for reportable segments ........................................................................................
Unallocated amounts:
Financing income, net ..............................................................................................................................
Consolidated income before taxes on income ............................................................................................
(989 )
55,546
2,056
50,054
47,998
56,535
Assets
Total assets for reportable segments (*) ....................................................................................................
Other unallocated amounts:
Current assets...........................................................................................................................................
Investments in affiliated and other companies ...........................................................................................
Property and equipment, net .....................................................................................................................
Other unallocated amounts .......................................................................................................................
Consolidated total assets (at year end) .....................................................................................................
46,119
4,783
8,730
6,316
215,159 178,019 142,003
43,874
12,060
10,912
7,197
59,412
16,221
15,092
8,081
116,353 103,976
40,644
1,189
41,833
76,055
Other significant items
Total expenditures for assets of reportable segments .................................................................................
Unallocated amounts ................................................................................................................................
Consolidated total expenditures for assets .................................................................................................
10,027
6,281
16,308
9,331
4,498
13,829
Total depreciation, amortization and impairment for reportable segments ..................................................
Unallocated amounts ................................................................................................................................
Consolidated total depreciation, amortization and impairment ...................................................................
10,358
3,161
13,519
9,160
2,475
11,635
14,871
3,676
18,547
9,717
2,245
11,962
(*) Including goodwill.
F - 46
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 18 - SEGMENT REPORTING (cont.)
E. Geographic information
(in thousands)
Revenues
Year ended December 31,
2017
2016
2015
Israel ...............................................................................................................................
United States ...................................................................................................................
Brazil ..............................................................................................................................
Argentina ........................................................................................................................
Others .............................................................................................................................
Total ...........................................................................................................................
116,391
8,537
89,455
15,211
5,042
234,636
101,273
8,697
70,982
14,772
3,850
199,574
88,556
7,811
58,403
17,324
3,534
175,628
(in thousands)
Property and equipment, net
December 31,
2016
2015
2017
Israel .................................................................................................................
United States .....................................................................................................
Brazil ................................................................................................................
Argentina ..........................................................................................................
Total ..............................................................................................................
16,757
118
17,969
4,203
39,047
11,973
106
19,188
4,377
35,644
9,934
73
17,228
4,279
31,514
- Revenues were attributed to countries based on customer location.
-
Property and equipment were classified based on major geographic areas in which the Company operates.
F. Major customers
During 2017, 2016 and 2015, there were no sales exceeding 10% of total revenues to none of our customers.
NOTE 19 - FINANCIAL INSTRUMENTS AND RISKS MANAGEMENT
A. Concentrations of credit risks
Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk
consist principally of cash and cash equivalents, accounts receivables, marketable securities and derivatives.
Most of the Group’s cash and cash equivalents, deposits in short-term investments (and investments in trading
marketable securities), as of December 31, 2017 and 2016, were deposited with major banks with high credit rating.
The Company is of the opinion that the credit risk in respect of these balances is immaterial.
Most of the Group’s sales are made in Israel, Brazil, Argentina and the United States, to a large number of
customers, including insurance companies. Management periodically evaluates the collectability of the trade
receivables to determine the amounts that are doubtful of collection and determine a proper allowance for doubtful
accounts. Accordingly, management believes that the Group’s trade receivables do not represent a substantial
concentration of credit risk.
The Company entered into foreign exchange forward contracts intended to protect against the increase in the
purchase price of forecasted inventory purchases dominated in currencies other than the functional currency of the
purchasing entity.
F - 47
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 19 - FINANCIAL INSTRUMENTS AND RISKS MANAGEMENT (cont.)
B. Foreign exchange risk management
The Group operates internationally, which gives rise to exposure to market risks mainly from changes in exchange
rates of foreign currencies in relation to the functional currency of each of the entities of the Group.
During 2017 the Company entered into foreign currency forward transactions in order to protect itself against the
risk that the eventual cash flows resulting from anticipated transactions (mainly purchases of inventory),
denominated in currencies other than the functional currency of the purchasing entity, will be affected by changes in
exchange rates. As of December 31, 2017, 22 transactions that originated in 2017 remain outstanding.
During 2015, 2016 and 2017, all the financial derivatives were designated and accounted for as hedging instruments.
The following table summarizes a tabular disclosure of (a) fair values of derivative instruments in the balance sheets
and (b) the effect of derivative instruments in the statements of income:
Fair values of derivative instruments:
As of December 31, 2017
Liability derivatives
Thousands of US dollars
Balance sheet location
Derivatives designated as hedging instruments:
Foreign exchange contracts ..................................................................
Other current Liabilities
As of December 31, 2016
Liability derivatives
Thousands of US dollars
Balance sheet location
Derivatives designated as hedging instruments:
Foreign exchange contracts ..................................................................
Other current Liabilities
Amounts reclassified to statement of income:
Fair
value
580
Fair
value
-
Derivatives designated
as hedging instruments
Year ended December 31, 2016
Location of loss recognized in
income
Foreign exchange contracts ..................................................................
Cost of revenues
Derivatives designated
as hedging instruments
Year ended December 31, 2017
Location of loss recognized in
income
Foreign exchange contracts ..................................................................
Cost of revenues
Amount of
gain
recognized in
income
Thousands of
US dollars
975
Amount of
gain
recognized in
income
Thousands of
US dollars
12
As of December 31, 2017, the notional amount of forward exchange contract with respect to cash follow hedge of
anticipated transactions amounted to US$ 33 million (US$ 1.5 million per month for the next 22 months).
F - 48
ITURAN LOCATION AND CONTROL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 19 - FINANCIAL INSTRUMENTS AND RISKS MANAGEMENT (cont.)
C. Fair value of financial instruments
The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair
value is an exit price, representing the amount that would be received to sell an asset or the amount that would be
paid to transfer a liability in an orderly transaction between market participants.
The Company measured cash equivalents, marketable securities and derivative financial instruments at fair value.
Such financial instruments are measured at fair value, on a recurring basis. The measurement of cash equivalents
and marketable derivatives are classified within Level 1. The fair value of derivatives generally reflects the
estimated amounts that the Company would receive or pay to terminate the contracts at the reporting dates, based on
the prevailing currency prices and the relevant interest rates. Such measurement is classified within Level 2.
The fair value of the financial instruments included in the working capital of the Group (cash and cash equivalents,
deposit in escrow, accounts receivable, accounts payable and other current assets and liabilities) approximates their
carrying value, due to the short-term maturity of such instruments.
See also Note 1V.
The Company’s financial assets (liabilities) measured at fair value on a recurring basis, consisted of the following
types of instruments as of December 31, 2017 and 2016:
(in thousands)
Level 1
December 31, 2017
Level 2
Level 3
Trading securities ..............................................................................................
Derivatives designated as hedging instruments ...................................................
3,559
-
-
(580 )
(in thousands)
Level 1
December 31, 2016
Level 2
Level 3
Trading securities ..............................................................................................
398
-
-
-
-
F - 49
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F (as amended by this Form 20-F/A
Amendment No. 1) and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
SIGNATURES
ITURAN LOCATION AND CONTROL LTD.
(Registrant)
By: /s/ Eyal Sheratzky
Eyal Sheratzky
/s/ Nir Sheratzky
Nir Sheratzky
Co-Chief Executive Officers
Dated: May 1, 2018