UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
For the fiscal year ended December 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-36903
KORNIT DIGITAL LTD.
(Exact name of Registrant as specified in its charter)
Israel
(Jurisdiction of incorporation or organization)
12 Ha’Amal St.
Rosh-Ha’Ayin 4809246, Israel
(Address of principal executive offices)
Lauri Hanover, Chief Financial Officer
Kornit Digital Ltd.
12 Ha’Amal St.
Rosh-Ha’Ayin 4809246, Israel
Tel: +972 3 908-5800
Fax: +972 3 908-0280
(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
Ordinary shares, par value NIS 0.01 per share
Trading Symbol(s)
KRNT
Name of each exchange on which
registered
The Nasdaq Stock Market LLC
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
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:
47,719,633 ordinary shares, par value NIS 0.01 per share, as of December 31, 2023
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See
definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer: ☒
Accelerated filer: ☐
Non-accelerated filer: ☐
Emerging growth company: ☐
If 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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has 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
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
USE OF TRADE NAMES
CERTAIN ADDITIONAL TERMS AND CONVENTIONS
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3. KEY INFORMATION
ITEM 4. INFORMATION ON THE COMPANY
ITEM 4A. UNRESOLVED STAFF COMMENTS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 8. FINANCIAL INFORMATION
ITEM 9. THE OFFER AND LISTING
ITEM 10. ADDITIONAL INFORMATION
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15. CONTROLS AND PROCEDURES
ITEM 16. [RESERVED]
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. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16G. CORPORATE GOVERNANCE
ITEM 16H. MINE SAFETY DISCLOSURE
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
ITEM 16J. INSIDER TRADING POLICIES
ITEM 16K. CYBERSECURITY
PART III
ITEM 17. FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS
ITEM 19. EXHIBITS
SIGNATURES
INDEX TO FINANCIAL STATEMENTS
i
ii
iii
iii
1
1
1
25
37
37
53
73
78
80
80
91
92
93
93
93
94
94
94
94
95
95
96
96
96
96
96
96
98
98
98
101
F-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included or incorporated by reference in this annual report on Form 20-F may be deemed to be “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements are often characterized by the use of forward-looking terminology such as
“may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these
statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that
contain projections of results of operations or of financial condition and all statements (other than statements of historical facts) that address activities,
events or developments that we expect, project, believe, anticipate, intend or project will or may occur in the future. The statements that we make regarding
the following matters are forward-looking by their nature:
● our plans to develop, introduce and sell new or improved products and product enhancements, including specifically our Apollo, Atlas Max,
Atlas Max Poly, Presto Max, Smart curing systems, Rapid Size Shifter pallets and KornitX;
● our expectations regarding our future gross margins and operating expenses;
● our expectations regarding our growth and overall profitability;
● our expectations concerning sales to, and revenues to be generated from, significant customers, including Amazon;
● our expectations regarding challenging global macro-economic conditions, including inflation and relatively high interest rates, and their
impact on our revenues, profitability and cash flows;
● our expectations regarding the impact of variability on our future revenues;
● our expectations regarding drivers of our future growth, including anticipated sales growth, penetration of new product markets, and
expansion of our customer base;
● our expectations relating to new business models;
● our plans regarding our distribution strategy for our products;
● our goals with respect to the environmental impact of our operations and products;
● our expectations concerning competition;
● our expectations regarding the success of our new systems and other products;
● the expected impact of new accounting pronouncements on our results of operations;
● the impact of government laws and regulations;
● our expectations regarding our anticipated cash requirements for the next 12 months;
● our plans to expand our international operations;
● our plans to file and procure additional patents relating to our intellectual property rights and the adequate protection of these rights;
ii
● our expectations regarding the effects of changes to our organization and our operating model; and
● our plans to pursue strategic acquisitions or invest in complementary companies, products or technologies and our expectations as to the
success of those acquisitions and investments;
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on
our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only
predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels
of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should
consider the risks described in “ITEM 3.D. Risk Factors” and the additional information contained in “ITEM 4 Information on the Company” and “ITEM
5. Operating and Financial Review and Prospects.”
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances
reflected in the forward-looking statements will be achieved or will occur.
USE OF TRADE NAMES
Throughout this annual report, we refer to various trademarks, service marks and trade names that we use in our business. “Kornit Digital”, the
“K” logo and other trademarks or service marks of Kornit Digital Ltd. appearing in this annual report are the property of Kornit Digital Ltd. We have
several other registered trademarks, service marks and pending applications relating to our solutions. Although we have omitted the “®” and “™”
trademark designations for such marks in this annual report, all rights to such trademarks are nevertheless reserved. Other trademarks and service marks
appearing in this annual report are the property of their respective holders. We do not intend our use or display of other companies’ tradenames, trademarks
or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
In this annual report, unless the context otherwise requires:
CERTAIN ADDITIONAL TERMS AND CONVENTIONS
● references to “Kornit,” “Kornit Digital,” “our company,” “the Company,” “the registrant,” “we,” “us,” and “our” refer to Kornit Digital Ltd.;
● references to “ordinary shares”, “our shares” and similar expressions refer to the Company’s ordinary shares, par value NIS 0.01 per share;
● references to “dollars”, “U.S. dollars”, “U.S. $” and “$” are to United States Dollars;
● references to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency;
● references to “GAAP” are to U.S. Generally Accepted Accounting Principles;
● references to our “articles” are to our Articles of Association, as amended;
● references to the “Companies Law” are to the Israeli Companies Law, 5759-1999, as amended;
● references to the “Securities Act” are to the U.S. Securities Act of 1933, as amended;
● references to the “Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended;
● references to “Nasdaq” are to the Nasdaq Stock Market; and
● references to the “SEC” are to the United States Securities and Exchange Commission.
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. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Our business involves a high degree of risk. Please carefully consider the risks we describe below in addition to the other information set forth in
this annual report and in our other filings with the SEC. These risks could materially and adversely affect our business, financial condition and results of
operations. See “Cautionary Note Regarding Forward-Looking Statements.”
The following is a summary of the principal risks that could materially adversely affect our business, results of operations, and financial
condition, all of which are more fully described below. This summary should be read in conjunction with the other information discussed in this Item 3.D,
and should not be relied upon as an exhaustive summary of the material risks facing our business. Please carefully consider all of the information
discussed in this Item 3.D. “Risk Factors” and elsewhere in this annual report for a more thorough description of these and other risks.
Summary of Risks Related to Our Business and Our Industry
● Our success is dependent on adoption of digital textile printing in place of existing methods of printing.
● We are dependent on our ability to timely introduce new products that are accepted by the market and increase our market share.
● We face increased competition from a wide variety of market participants.
● Our significant reliance on a small number of significant customers, including Amazon.
● The adverse impact of unfavorable macro-economic conditions, including inflation and relatively high interest rates on our revenues, profitability
and cash flows.
● Our significant reliance on suppliers, including single-source suppliers, and our reliance on third-party manufacturers.
1
● Overcapacity in the global printed fashion and textile industries has caused and may continue to cause our customers to underutilize existing
printing systems that they have purchased from us and to reduce their orders for new systems. That could similarly cause us to underutilize our
new ink manufacturing facility.
● Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
● The scrutiny that may be applied to sustainability practices of companies such as ours.
● Our expanding international operations are accompanied by costs, operational risks and required regulatory compliance in many jurisdictions.
● We may not be able to successfully acquire and integrate other companies and technologies, necessary for our growth, and to finance such
acquisitions.
● We may be subject to significant tax liabilities as a result of audits of our tax returns.
Summary of Risks Related to Intellectual Property
● We may be unable to protect our patents and trademarks from infringement, and avoid infringing the intellectual property rights of others.
Summary of Risks Related to Our Ordinary Shares
● Volatility of our share price.
● Increased costs as a public company as a result of new compliance initiatives.
Summary of Risks Related to Our Operations in Israel
● Israeli government tax benefits we receive may be terminated if we cease to qualify for them.
● Terms of our Israeli research and development grants restrict our ability to transfer manufacturing operations or technology outside of Israel.
Risks Related to Our Business and Our Industry
If the market for digital textile printing does not develop as we anticipate, our sales may not grow as expected and our share price could decline.
The global printed textile industry remains dominated by analog printing processes, the most common of which are screen printing and carousel
printing. The development of the digital textile printing market has been slower than we anticipated. If the global printed textile market does not more
broadly accept digital printing as an alternative to analog printing, our revenues may not continue to grow, or may decline, and our share price could suffer.
Widespread adoption of digital textile printing depends on, among other things, the willingness and ability of businesses in the printed textile industry to
replace their existing analog printing systems with digital printing systems. These businesses may decide that digital printing processes are less reliable,
less cost-effective, of lower quality, or otherwise less suitable for their commercial needs than analog printing processes. For example, screen printing
currently tends to be faster and less expensive than digital printing on a cost per print basis for larger production runs. Even if businesses are persuaded as
to the benefits of digital printing, we do not know whether potential buyers of digital printing systems will delay their investment decisions. As a result, we
may not correctly estimate demand for our solutions, which could cause us to fail to meet market expectations for our business.
2
Our results of operations depend in part on achieving market acceptance for our new products.
Our ability to develop innovative new systems and products is important to our business strategy and competitive position. Difficulties or delays in
research, development, production or commercialization of new systems and products could adversely impact our sales and competitive position. We
recently commenced commercial sales of the Kornit Apollo, a DTG mass production and customization system. Our results of operations depend in part on
achieving sales of this product within the bulk apparel and screen replacement markets. The Apollo is based on the field proven MAX technology,
improved by modules of automation and integrated curing. Market acceptance of our new system depends, among other things, on the system
demonstrating a real advantage over existing systems, the success of our sales and marketing teams in creating awareness of the system, the sales price and
the return on investment of the system relative to alternative systems, customer recognition of the value of our technology, the effectiveness of our
marketing campaigns, and the general willingness of potential customers to try new technologies. If the market does not accept our new system, our
business, results of operations and financial condition would be adversely affected.
If our customers use alternative ink and consumables and/or alternative spare parts in our systems, our gross margin could decline significantly, and
our business could be harmed.
Our business model is favorably impacted by recurring sales of our ink and other consumables and spare parts for our existing and growing
installed base of systems. Third-party ink and other consumables and spare parts might be less expensive or otherwise more appealing to our customers
than our ink and other consumables, and spare parts. Significant sales of third-party inks and other consumables and spare parts to our customers would
adversely impact our revenues and adversely impact our gross margins and overall profitability. In addition, the use of third-party ink could cause our print
heads to clog or otherwise malfunction since our systems are set up to operate at the highest throughput level only when using our original ink and other
consumables. We have sought to prevent this in part by protecting the innovations underlying our ink and other consumables through patents and other
forms of intellectual property protections. Use of third-party ink and other consumables would also void the warranty over our systems. We also include an
RFID mechanism with our ink tanks. These steps may be challenged. Any reduction in our ability to market and sell our ink and other consumables and
spare parts for use in our systems may adversely impact our future revenues and our overall profitability.
We face increased competition and if we do not compete successfully, our revenues and demand for our solutions could decline.
The principal competition for our direct to garment (DTG) systems comes from manufacturers of analog screen-printing systems, textile printers
and ink, such as M&R Printing Equipment, Inc., Machines Highest Mechatronic GmbH and ROQ. Our principal competitor in the industrial digital DTG
market is Aeoon Technologies GmbH. We also face some competition in this market from OvalJet, M&R, ROQ, Brother International Corporation, Seiko
Epson Corporation, Ricoh Company Ltd. and a number of smaller competitors that offer industrial level production capacity through multiple entry level
systems. More recently, we have noticed some adoption of commercial level direct-to-film printing methodologies, a sub-segment of traditional heat
transfer, which are used as a complimentary solution to direct-to-garment printing for specific applications such as caps and surfaces on which it is difficult
to print. Our competitors in the Direct-to-Fabric (also known as R2R), or DTF, market include: Dover Corporation through its MS Printing Solutions S.r.l.
subsidiary; Seiko Epson Corporation through its subsidiary, Fratelli Robustelli S.r.l; Durst Phototechnik AG; Electronics for Imaging, Inc. through its
Reggiani Macchine SpA subsidiary; and a number of smaller competitors. The principal competition for our KornitX global fulfillment network (GFN)
offering which enables on-demand production of textiles and other goods, comes from a variety of virtual marketplaces that are offering certain fulfillment
services or applications, or purpose-built direct API connectivity to specific fulfillers.
Some of our current and potential competitors have larger overall installed bases, longer operating histories and greater name recognition than we
have. In addition, many of these competitors have greater sales and marketing resources, more advanced manufacturing operations, broader distribution
channels and greater customer support resources than we have. Some of our competitors in the DTF market gained their current market position by merging
with, or acquiring, existing companies in the DTF market. Current and future competitors may be able to respond more quickly to changes in customer
demands and devote greater resources to the development, promotion and sale of their printers and ink and other consumables than we can. Our current and
potential competitors in both the direct-to-garment and direct-to-fabric markets may also develop and market new technologies that render our existing
solutions unmarketable or less competitive. In addition, if these competitors develop products with similar or superior functionality to our solutions at
prices comparable to or lower than ours, we may be forced to decrease the prices of our solutions in order to remain competitive, which could reduce our
gross margins.
3
A significant portion of our sales is concentrated among a small number of customers, and our business would be adversely affected by a decline in
sales to, or the loss of, those customers.
During the years ended December 31, 2023 and 2022, our ten largest customers accounted for approximately 49% and 51% of our revenues,
respectively. During those same years, out of the foregoing group of largest customers, Amazon Corporate LLC, a subsidiary of Amazon.com, Inc., which
we collectively refer to as Amazon, accounted for approximately 20% and 27% of our revenues, respectively. Given the concentration of our revenues with
these customers, the loss of either Amazon or another one of our significant customers, or variability in their order flows, could materially adversely affect
our revenues and results of operations.
Macro-economic headwinds caused by inflation, relatively high interest rates and limited credit availability have been adversely impacting our revenues
and profitability, and may continue to do so.
Our business depends on overall demand within the global printed fashion and textile industries, the economic health of our current and
prospective clients and worldwide economic conditions. Adverse economic conditions, including due to inflation, relatively high interest rates, unfavorable
credit terms and reduced capital expenditure budgets, have significantly reduced, and may continue to reduce, overall demand for our systems,
consumables and services. These factors have also delayed or lengthened our sales cycles, and have inhibited our international expansion, and may also
lead to longer collection cycles for payments due from our customers, as well as potentially result in an increase in customer bad debt. As a result of these
conditions, customers have found it harder to obtain financing to fund their purchase of our systems. While the long-term implications of macroeconomic
events on our business, results of operations and overall financial position remain uncertain, in the short term these headwinds are challenging our business.
We have experienced a decline in systems revenues and a slower growth rate in services revenues (although consumables revenues have grown), which has
led to recent declines in our revenues and profitability.
In addition to exerting the foregoing impact, macro-economic headwinds may amplify a number of risks for us, including, but not limited to, the
following:
● our ability to increase sales of new, enhanced systems to existing customers may be hindered due to more cautious purchasing and investment
strategies by corporate customers, in addition to systems overcapacity at some customers;
● reduced economic activity, which could lead to a recession, could negatively impact consumer discretionary spending on garments and
apparel, which in turn could severely impact our business operations, financial condition, and liquidity;
● our customer success efforts, our ability to enter into new markets and to acquire new customers may be impeded, in part due to potentially
lower conversion rates and delays and lengthening of our sales cycles; and
● there may be an increase in our credit losses reserves as customers face economic hardship and collectability becomes more uncertain,
including due to a higher risk of bankruptcies.
The full impact of economic and other headwinds on our business and our future performance may also have the effect of heightening any of our
other risk factors described in this annual report and is difficult to predict how long those headwinds will continue. As such, there is risk that any
expectations for our business and guidance we provide to the market may be incorrect.
4
Our quarterly results of operations have fluctuated in the past and may fluctuate in the future due to variability in our revenues.
Our revenues and other results of operations have fluctuated from quarter to quarter in the past and could continue to fluctuate in the future. Our
revenues depend in part on the sale and delivery of our systems, and we cannot predict with certainty when sales transactions for our systems will close or
when we will be able to recognize the revenues from such sales, which generally occurs upon delivery of our systems. Customers that we expect to
purchase our systems may delay doing so due to timing of obtaining regulatory permits, site readiness, or a change in their priorities or business plans,
including as a result of adverse general economic conditions that may disproportionately impact the ability of the small-mid size businesses that constitute
a significant portion of our customer base to expend capital or access financing sources. Such conditions could also force us to reduce our prices or limit
our ability to profit from economies of scale, which could harm our gross margins. As a result of these factors, we may fail to meet market expectations for
any given quarter if sales that we expect for that quarter are delayed until subsequent quarters or canceled. The closing of one or more large transactions in
a particular quarter may make it more difficult for us to meet market expectations in subsequent quarters, and our failure to close one or more large
transactions in a particular quarter could adversely impact our revenues and margins for that quarter. In addition, we may experience slower growth in our
gross margins as our new systems gain commercial acceptance. Our gross margins may also fluctuate based on the regions in which sales of these systems
occur.
Our customers generally purchase our ink and other consumables on an as-needed basis, and delays in making such purchases by a number of
customers could result in a meaningful shift of revenues from one quarter to the next. Moreover, we typically maintain inventories of ink and other
consumables sufficient to cover our average sales for at least one quarter ahead. These inventories may not match customers’ demands for any given
quarter, which could cause shortages or excesses in our ink and other consumables inventory and result in fluctuations of our quarterly revenues. To the
extent that we have excess ink and consumables inventory that we are unable to sell due to expiration dates, we may have to write off such inventory. These
inventory requirements may also limit our ability to profit from economies of scale in the production of our ink and other consumables.
Furthermore, we base our current and future expense levels on our revenue forecasts and operating plans, and our costs are relatively fixed in the
short term, due in part to extended supply and logistics lead times required for ordering certain components of our systems either directly by us or by our
contracted manufacturers. Although we took decisive actions to reduce our cost structure over the last two years, we may nevertheless not be able to reduce
our costs sufficiently to compensate for an unexpected shortfall in revenues during a particular future quarter, and even a relatively small decrease in
revenues could disproportionately and adversely affect our financial results for that quarter. The variability and unpredictability of these and other factors
could result in our failing to meet financial expectations for a given period.
Our contractual arrangements with Amazon, a significant customer, contain a number of material undertakings by us and other agreements the impact
of which cannot be fully predicted in advance.
In January 2017, we entered into a master purchase agreement with an affiliate of Amazon.com, Inc. governing sales of our systems and ink and
other consumables at agreed-upon prices that vary based on sales volumes. We also agreed to provide maintenance services and extended warranties to
Amazon at agreed prices. The term of the agreement was five years beginning on May 1, 2016, and extends automatically for additional one-year periods
unless terminated by Amazon. Pursuant to the master purchase agreement, we have issued to an affiliate of Amazon warrants to acquire up to 3,401,028 of
our ordinary shares at a purchase price of $59.26 per share, of which 1,787,953 were vested and exercisable as of December 31, 2023. These warrants vest
over a five-year period that began in January 2021 based on payments made by Amazon in connection with the purchase of goods and services from us.
The value of the warrants that are currently outstanding is based on their fair value as of the grant date of September 14, 2020.
Our contractual agreements with Amazon contain a number of material undertakings and other arrangements:
● Our revenues are presented net of the relative value of the warrants in each particular period related to the revenues recognized. The warrants
are reported as a reduction of revenue in the Company’s income statement when related revenues are recognized.
5
● We have agreed to provide a rebate to Amazon based on the number of systems and amount of ink and other consumables Amazon orders in a
given 12-month period. The timing and scale of any such rebate may be difficult to predict and may cause fluctuations in our quarterly
revenues, gross profit and operating profit.
● We are required to notify Amazon 12 months in advance if we intend to stop supporting one of the products or services that we supply to
Amazon and to continue to manufacture the product or provide such service during such 12-month period. Subject to certain exceptions, we
are required to continue to supply ink in such quantities as Amazon requires for at least 36 months after the earlier of (1) the end of the term
of the master purchase agreement or (2) 18 months following the purchase of the last product sold pursuant to the agreement.
● We are required to deliver our products and services to Amazon and to comply with a service level agreement. If we fail to meet the
requirements under such service level agreement, Amazon will receive credits against its cost for those delayed products or services.
The impact of the provisions listed above cannot be fully predicted in advance and could, in certain circumstances, adversely impact our business
or results of operations, or the manner in which investors or analysts assess and perceive our performance.
If our relationships with suppliers, especially with single source suppliers of components, were to terminate, our business could be harmed.
We maintain an inventory of parts to facilitate the timely assembly of our systems, production of our ink and other consumables, and servicing our
installed base. Most components are available from multiple suppliers, although certain components used in our systems and ink and other consumables,
such as our print heads and certain chemicals included in our inks, are only available from single or limited sources as described below.
● The print heads for our systems are supplied by a sole supplier, FujiFilm Dimatix, Inc., or FDMX. We entered into an agreement with FDMX
in 2015, pursuant to which FDMX sells us certain off-the-shelf print heads and additional products, all of which FDMX regularly sells to
providers of inkjet systems. Under the agreement, as last amended on June 20, 2022, the initial term of the agreement will expire on
December 31, 2025, and the agreement will automatically renew for an additional two-year period, unless either party notifies the other party
at least 90 days prior to expiration of the initial term that it does not want such a renewal. The agreement provides that FDMX may increase
the prices of the products that we purchase from it upon 180-days’ prior notice at any time, subject to certain conditions. The agreement
further provides that FDMX may, at its option, discontinue products supplied under the agreement, provided that we are given one-year notice
of the planned discontinuance and are provided with an end-of-sale purchase program.
● A chemical used in some of our inks is supplied by B.G. (Israel) Technologies Ltd., or BG Bond, a subsidiary of Ashtrom Ltd., a large public
Israeli industrial company. The chemicals were previously supplied under a definitive agreement which has expired, and currently we
purchase these chemicals on a purchase order basis. For most of our inks, another chemical is supplied by Brenntag a reseller of The Dow
Chemical Company, a multinational producer of chemicals and other compounds. We currently purchase these chemicals on a purchase order
basis.
● Dispersing agents used in some of our inks are supplied by BASF SE, which to our knowledge is the only source of supply of those agents.
We purchase these dispersing agents from BASF on a purchase order basis. We maintain safety stock of these chemicals in an amount which
will allow us to continue our manufacturing for several fiscal quarters in case of discontinuation.
● Several raw materials and pigments used in some of our inks are supplied by Heubach Group. We currently purchase these raw materials and
pigments on a purchase order basis. We maintain safety stock of these raw materials and pigments in an amount which will allow us to
continue our manufacturing for several fiscal quarters in case of discontinuation. We are currently in the process of entering into a long-term
supply agreement with Heubach Group.
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● Certain parts of the control system of our systems are supplied by sole suppliers, Yaskawa Europe Technology Ltd., an affiliate of Yaskawa
Electric Corporation, or Yaskawa, and Beckhoff Automation Limited. Our turnkey suppliers (Flex and Sanmina- SCI Israel Medical Systems
Ltd.), which assemble the control system on our behalf, purchase those control system parts from Yaskawa and Beckhoff. We also purchase
additional, spare control system parts from Yaskawa and Beckhoff for our service department on a purchase order basis.
● Some of our printing systems are compatible with a dryer that we purchase from Adelco Screen Process, or Adelco, which fulfills most of the
demand for that dryer. The dryer is supplied under an April 2019 agreement that we entered into with Adelco.
The loss of any of these suppliers, or of a supplier for which there are limited other sources, could result in the delay of the manufacture and
delivery of our systems or inks and other consumables. For instance, FDMX has from time to time indicated that it may discontinue manufacturing the
print head that we currently source from it and use in our systems, although it has never provided notice that it is actually doing so. In the event FDMX
discontinues manufacturing the print head, we would be required to qualify a new print head for our systems (based only on whatever knowledge we have
gained from qualifying print heads in the past). In order to minimize the risk of any impact from a disruption or discontinuation in the supply of print heads,
raw materials or other components from limited source suppliers, we maintain an additional inventory of such components, in addition to the end-of-life
purchase program that would be available to us if the products we purchase from FDMX were discontinued. Nevertheless, such inventory may not be
sufficient to enable us to continue supplying our products for a longer period, should we need to locate and qualify a new supplier.
Other risks resulting from our reliance on suppliers include:
● if we experience an increase in demand for our solutions, our suppliers may be unable to provide us with the components that we need in
order to meet that increased demand in a timely manner;
● our suppliers may encounter financial hardships unrelated to our demand for components, which could inhibit their ability to fulfill our orders
and meet our requirements;
● we may experience production delays related to the evaluation and testing of products from alternative suppliers;
● we may be subject to price fluctuations due to a lack of long-term supply arrangements for key components;
● we or our suppliers may lose access to critical services and components, resulting in an interruption in the manufacture, assembly and
shipment of our systems or inks and other consumables; and
● fluctuations in demand for components that our suppliers manufacture for others may affect their ability or willingness to deliver components
to us in a timely manner.
If any of these risks materializes, the costs associated with developing alternative sources of supply or assembly in a timely manner could have a
material adverse effect on our ability to meet demand for our solutions; our ability to generate revenues could be impaired, market acceptance of our
solutions could be adversely affected, and customers may instead purchase or use alternative products. We may not be able to find new or alternative
components of a requisite quality or find that we are unable to reconfigure our systems and manufacturing processes in a timely manner if the necessary
components become unavailable. As a result, we could incur increased production costs, experience delays in the delivery of our solutions and suffer harm
to our reputation, which may have an adverse effect on our business and results of operations.
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Overcapacity in the global printed fashion and textile industries has caused and may continue to cause our customers to underutilize existing printing
systems that they have purchased from us and to reduce their orders for new systems. That could similarly cause us to underutilize our new ink
manufacturing facility. Such a trend could reduce our operating margins and have a material adverse effect on our financial performance.
It is difficult to predict future demand for printing in the global printed fashion and textile industries in which we operate, which makes it
challenging for our customers to estimate future requirements for production capacity and avoid periods of overcapacity. Fluctuations in the growth rate of
our customers’ businesses relative to the growth rate in demand for our printing systems also can lead to overcapacity for our customers and contribute to
cyclicality in the market for our systems.
Capacity expansion projects have long lead times and require capital commitments based on forecasted product trends and demand well in
advance of production orders from customers. In recent years, we have made significant capital investments to expand our systems and materials capacity
to address forecasted future demand patterns, including our investment in our ink manufacturing facility in Kiryat Gat. These capacity additions may
exceed the near-term demand requirements for our products, including both systems and consumables, leading to overcapacity situations and
underutilization of our manufacturing facilities.
As many of our manufacturing costs are fixed, these costs cannot be reduced in proportion to the reduced revenues experienced during periods of
underutilization. Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results. If demand for our
products experiences a prolonged decrease, we may be required to close or idle facilities and write down our long-lived assets or shorten the useful lives of
underutilized assets and accelerate depreciation, which would increase our expenses.
Our move towards a higher proportion of direct sales in place of indirect sales may have adverse consequences.
Our go-to-market strategy consists of a hybrid model of indirect and direct sales, depending on the specific territory into which we are selling. We
continually evaluate that strategy in the geographies we serve in an effort to best serve our direct or indirect customers. When we shift towards a direct
sales model in relevant territories, we may experience an initial disruption to our sales efforts in those jurisdictions as we transition from our previous sales
structure. In addition, a shift to a direct sales model might result in a short-term impact on our results of operations, including due to separation fees, the
acquisition of inventory that requires a step up in basis and other such accounting impacts and costs associated with increased headcount and related
expenses.
Our Kiryat Gat ink manufacturing facility was constructed on lands leased by us from the Israel Lands Administration, or ILA, under a long term (49
years) lease agreement. If we are unable to continue to lease such lands, we would be unable to use the facility and our results of operations and future
prospects will suffer as a result.
In November 2018, we entered into a development agreement, which we refer to as the Development Agreement, with the ILA for the
construction of our ink manufacturing facility in Kiryat Gat on lands leased from the ILA. Construction was concluded at the end of 2021, and we officially
opened the facility on January 26, 2022. Following the completion of the construction and our receipt of all required approvals from the ILA, we entered
into a long-term lease agreement with the ILA, or the Lease Agreement, for a period of 49 years and which may be renewed for an additional 49 years,
which agreement has replaced the Development Agreement. The Development Agreement provided, and the Lease Agreement provides, that if our
company were a “foreign subject,” which includes being under foreign control (i.e., a majority of our ordinary shares held by non-Israelis), that would
constitute a fundamental breach under the agreement. We followed (in the case of each of the Development Agreement and the Lease Agreement) a
specific standard process for seeking approval from the ILA for our entering into the agreement. However, because of our potential status as a “foreign
subject,” given that our shares are traded on Nasdaq and are held by multiple shareholders whose identities are unknown, the ILA would be entitled to
terminate that agreement if it determines that our company is a “foreign subject”. If the Lease Agreement is terminated, we would be unable to use the new
Kiryat Gat facility constructed on that property, which would have a material adverse effect on our results of operations.
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Disruption of operations at our manufacturing site or those of third-party manufacturers could prevent us from filling customer orders on a timely
basis.
We manufacture our ink and other consumables at our new, modern facility in Kiryat Gat, Israel, and our curing systems are manufactured in
Tesoma’s facilities. We also rely on contract manufacturing services provided by Flex, and Sanmina-SCI Israel Medical Systems Ltd. which are also in
Israel, to assemble our systems. We expect that almost all of our revenues in the near term will be derived from the systems and ink and other consumables
manufactured at these facilities.
The loss of any of these contract manufacturers could result in the delay of the assembly and delivery of our systems. If that occurs or these
contract manufacturers cease to provide manufacturing services for any reason, the costs associated with developing alternative sources of assembly in a
timely manner could have a material adverse effect on our ability to meet demand for our solutions. Our ability to generate revenues could be impaired,
market acceptance of our solutions could be adversely affected, and customers may instead purchase or use alternative products.
If operations in any of these facilities were to be disrupted due to a major equipment failure or power failure lasting beyond the capabilities of
backup generators or other events outside of our reasonable control, our manufacturing capacity could be shut down for an extended period, we could
experience a loss of raw materials or finished goods inventory and our ability to operate our business would be harmed. In addition, in any such event, the
repair or reconstruction of our or our third-party manufacturers’ manufacturing facilities and storage facilities could take a significant amount of time.
During this period, we or our third-party manufacturers would be unable to manufacture some or all of our systems or we may not be able to produce our
ink and other consumables.
Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
A significant invasion, interruption, destruction or breakdown of our information technology, or IT, systems and/or infrastructure by persons with
authorized or unauthorized access could negatively impact our business and operations. We could also experience business interruption, information theft
and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at our third party suppliers
or customers. Both data that has been inputted into our main IT platform, which covers records of customers, end-users of our systems, transactions,
financial data, employees, pricing and other data reflected in our results of operations, as well as data related to our proprietary rights (such as research and
development, and other intellectual property- related data, including: ink formulas; source code for our systems, software and cloud services; undisclosed
plans; and email lists), are subject to material cyber security risks. Our IT systems have been, and are expected to continue to be, the target of malware and
other cyber-attacks. To date, we are not aware of any loss of, or disruption to, material information as a result of any such malware or cyber-attack. To the
extent that a cyber-attack is successful, we could incur significant expense, depending on the severity of the attack,
We have invested in advanced protective systems to reduce our cybersecurity and data protection risks, some of which have been installed and
others that are still in the process of installation. In addition, we back up our data regularly. We have designated a special committee to assess our
cybersecurity and data protection risks and develop and implement a data security policy. We also created an annual program to ensure our data safety. This
program includes self-evaluations, auditing, tests, and third-party evaluation. Based on information provided to us by the suppliers of our protective
systems, we believe that our level of protection is in keeping with the customary practices of peer technology companies. We also maintain back-up files
for much of our information, as a means of assuring that a breach or cyber-attack does not necessarily cause the loss of that information. We furthermore
review our protections and remedial measures periodically in order to ensure that they are adequate, and, accordingly, we carry customary levels of
cybersecurity and data protection insurance coverage.
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Despite these protective systems and remedial measures, techniques used to obtain unauthorized access are constantly changing, are becoming
increasingly more sophisticated and often are not recognized until after an exploitation of information has occurred. We may be unable to anticipate these
techniques or implement sufficient preventative measures, and we therefore cannot assure you that our preventative measures will be successful in
preventing compromise and/or disruption of our information technology systems and related data. We furthermore cannot be certain that our remedial
measures will fully mitigate the adverse financial consequences of any cyber-attack or incident.
We and our customers are subject to extensive environmental, health and safety laws and regulations which, if not met, could have a material adverse
effect on our business, financial condition and results of operations.
Our manufacturing and development facilities use chemicals and produce waste materials, which require us to hold business licenses that may
include conditions set by the Ministry of Environmental Protection for the operations of such facilities. We are also subject to extensive environmental,
health and safety laws and regulations governing, among other things, the use, storage, registration, handling and disposal of chemicals and waste
materials, the presence of specified substances in electrical products, air, water and ground contamination, air emissions and the clean-up of contaminated
sites. In the future we may incur expenditure of significant amounts in the event of non-compliance and/or remediation. Furthermore, requirements of
environmental laws have adversely affected and may continue to adversely affect the ability of our customers to install and use our systems in a timely
manner. If we fail to comply with such laws or regulations, we may be subject to fines and other civil, administrative or criminal sanctions, including the
revocation of our toxin permit, business permits, or other permits and licenses necessary to continue our business activities. In addition, we may be required
to pay damages or civil judgments in respect of third-party claims, including those relating to personal injury, including exposure to hazardous substances
that we use, store, handle, transport, manufacture or dispose of, or property damage. Some environmental, health and safety laws and regulations allow for
strict, joint and several liability for remediation costs, regardless of comparative fault. We may be identified as a potentially responsible party under such
laws. In addition, our customers may encounter delays in obtaining or be unable to obtain regulatory permits to operate our systems in their facilities, which
may result in cancellation or delay of orders of our systems.
The export of our products internationally subjects us to environmental laws and regulations concerning the import and export of chemicals and
hazardous substances. In the European marketplace, electrical and electronic equipment is required to comply with the Directive on Waste Electrical and
Electronic Equipment, or WEEE, which aims to prevent waste by encouraging reuse and recycling, and the Directive on Restriction of Use of Certain
Hazardous Substances, or RoHS, which restricts the use of ten hazardous substances in electrical and electronic products. Additionally, we are required to
comply with certain laws, regulations and directives such as the United States Toxic Substances Control Act, or TSCA, and the Registration, Evaluation,
Authorization and Restriction of Chemical Substances, or REACH. These laws and regulations may require the testing and registration of some chemicals
that we ship along with, or that form a part of, our systems and other products. If we fail to comply with these or similar laws and regulations, we may be
required to make significant expenditures to reformulate the chemicals that we use in our products and materials or incur costs to register such chemicals to
gain and/or regain compliance. Additionally, we could be subject to significant fines or other civil and criminal penalties should we not achieve such
compliance.
Any such developments could have a material adverse effect on our business, financial condition and results of operations. Environmental, health
and safety laws and regulations may also change from time to time. Complying with any new requirements may involve substantial costs and could cause
significant disruptions to our research, development, manufacturing, and sales.
Achieving our published goals with respect to the environmental impact of our operations and products could result in us incurring additional costs,
and our failure to achieve these goals could adversely impact our reputation, employee retention, and willingness of customers to do business with us.
Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants, shareholders, and customers
have focused increasingly on the environmental, social, and governance (ESG) or “sustainability” practices of companies. These parties have placed
increased importance on the implications of the social cost of their investments. Our 2022 Impact Report, released on August 10, 2023, monitors our long-
term targets with respect to the environmental impact of our operations and products. These targets reflect our current plans and aspirations and are not
guarantees that we will be able to achieve them. Our efforts to accomplish and accurately report on these goals and objectives present numerous
operational, reputational, financial, legal and other risks, any of which could have a material negative impact. If we do not achieve these targets, or if our
ESG practices generally do not meet investor, lender, or other industry stakeholder expectations and standards, which continue to evolve, our reputation
and access to capital may be negatively impacted and we could be the subject of government investigations and enforcement actions and private litigation.
Our share price and financial results may be adversely affected as a result of such events or if we fail to achieve targets that we have set.
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Our 2022 Impact Report discussed our policies and practices on a variety of environmental, social and ethical matters, including corporate
governance, climate change risks, environmental compliance, employee health and safety practices, human capital management, and workforce inclusion
and diversity. It is possible that stakeholders may be dissatisfied with our ESG practices or the speed of their adoption. We expect to incur additional costs
and require additional resources to monitor, report, and comply with various ESG practices. This area is rapidly developing, and a failure or perceived
failure by us to set appropriate goals and prioritize ESG practices could negatively impact our reputation, employee retention, and the willingness of our
customers to do business with us.
Exchange rate fluctuations between the U.S. dollar and the Israeli shekel, the Euro and other non-U.S. currencies may negatively affect our earnings.
The U.S. dollar is our functional and reporting currency. However, a significant portion of our operating expenses are incurred in Israeli shekels,
or NIS. As a result, we are exposed to the risk that the NIS may appreciate relative to the dollar, or, if the NIS instead devalues relative to the dollar, that the
inflation rate in Israel may exceed such rate of devaluation of the NIS, or that the timing of such devaluation may lag inflation in Israel. In any such event,
the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations would be adversely affected. To protect against
an increase the dollar-denominated value of expenses paid in NIS during the year, we have instituted a foreign currency cash flow hedging program, which
seeks to hedge a portion of the economic exposure associated with our anticipated NIS-denominated expenses using derivative instruments. We expect that
the substantial majority of our revenues will continue to be denominated in U.S. dollars for the foreseeable future and that a significant portion of our
expenses will continue to be denominated in NIS. We cannot provide any assurances that our hedging activities will be successful in protecting us in full
from adverse impacts from currency exchange rate fluctuations since we only plan to hedge a portion of our foreign currency exposure, and we cannot
predict any future trends in the rate of inflation in Israel or the rate of devaluation (if any) of the NIS against the dollar For example, based on annual
average exchange rates, the NIS appreciated by 6.2% against the dollar in 2021, before depreciating against the dollar by 4.0% in 2022 and 9.7% in 2023.
During these periods, there was inflation of 2.8%, 5.3% and 3.0% in Israel in 2021, 2022 and 2023, respectively. If the dollar cost of our operations
continues to increase, our dollar-measured results of operations will be adversely affected. See “ITEM 11. Quantitative and Qualitative Disclosures about
Market Risk-Foreign Currency Risk.”
In addition, a material portion of our leases are denominated in currencies other than the U.S. dollar, mainly in NIS. In accordance with a lease
accounting standard, which became effective on January 1, 2019, the associated lease liabilities will be remeasured using the current exchange rate in
future reporting periods, which may result in material foreign exchange gains or losses. See Note 2, “Significant Accounting Policies”, to the consolidated
financial statements included in Item 18 of this annual report for more details.
Our business could suffer if we are unable to attract and retain key employees.
Our success depends upon the continued service and performance of our senior management and other key personnel. Our senior executive team is
critical to the management of our business and operations, as well as to the development of our strategies. The loss of the services of any of these personnel
could delay or prevent the continued successful implementation of our growth strategy, or our commercialization of new applications for our systems and
ink and other consumables or could otherwise affect our ability to manage our company effectively and to carry out our business plan. Members of our
senior management team may resign at any time. High demand exists for senior management and other key personnel in our industry. There can be no
assurance that we will be able to continue to retain such personnel. We have recently experienced changes in senior personnel, notably, our chief
commercial officer in September 2023, our EVP operations in December 2023, our CMO and our EVP corporate development in June 2024, and certain
changes in our regional presidents’ roles. To the extent that we experience additional frequent changes in our leadership team (or the leadership teams of
our subsidiaries) going forward, that could adversely affect our performance in a material manner.
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Our growth and success also depend on our ability to attract and retain additional highly qualified scientific, technical, sales, managerial,
operational, HR, marketing and finance personnel. We compete to attract qualified personnel, and, in some jurisdictions in which we operate, the existence
of non-competition agreements between prospective employees and their former employers may prevent us from hiring those individuals or subject us to
lawsuits from their former employers. While we attempt to provide competitive compensation packages to attract and retain key personnel, some of our
competitors have greater resources and more experience than we have, making it difficult for us to compete successfully for key personnel. If we cannot
attract and retain sufficiently qualified technical employees for our research and development operations on acceptable terms, we may not be able to
continue to competitively develop and commercialize our solutions or new applications for our existing systems. Further, any failure to effectively integrate
new personnel could prevent us from successfully growing our company.
Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors
from benefiting from the expertise of some of our former employees.
We generally enter into non-competition agreements with our employees. These agreements prohibit our employees, if they cease working for us,
from competing directly with us or working for our competitors or clients for a limited period. We may be unable to enforce these agreements under the
laws of the jurisdictions in which our employees work and it may be difficult for us to restrict our competitors from benefiting from the expertise that our
former employees or consultants developed while working for us. For example, Israeli labor courts have required employers seeking to enforce non-
compete undertakings of a former employee to demonstrate that the competitive activities of the former employee will harm one of a limited number of
material interests of the employer that have been recognized by the courts, such as the secrecy of a company’s trade secrets or other intellectual property. If
we cannot demonstrate that such interests will be harmed, we may be unable to prevent our competitors from benefiting from the expertise of our former
employees or consultants and our ability to remain competitive may be diminished. As to our U.S. operations, on the U.S. federal level, there was
movement in 2023 by federal agencies to make noncompete agreements unenforceable in general. The Federal Trade Commission proposed a new rule to
ban employers nationwide from using non-compete agreements with their employees and independent contractors, and the General Counsel of the National
Labor Relations Board issued a memo in March 2023 opining that many types of non-compete and non-solicitation restrictions unlawfully interfere with
employees’ protected rights under Section 7 of the National Labor Relations Act. If any of these proposed new U.S. federal restrictions becomes effective,
or if any state in which we have operations continues to expand restrictions or bans the use of non-compete restrictions, that could adversely impact our
ability to protect our investment in our key employees in our U.S. locations, and harm our competitive position.
We have a significant presence in international markets and plan to continue to expand our international operations, which exposes us to a number of
risks that could affect our future growth.
We have a worldwide sales, marketing and support infrastructure that is comprised of independent distributors and value-added resellers, and our
own personnel resulting in a global sales, marketing and support presence, including in North America, Western and Eastern Europe, the Asia Pacific
region and Latin America. We continue to evaluate our overall workforce in all areas, including sales, applications development, field support, marketing
and engineering and, in some cases, establish new relationships with agents, distributors or channel partners, particularly in markets where we currently do
not have a sales or customer support presence. As we continue to expand our international sales and operations, we are subject to a number of risks,
including the following:
● greater difficulty in enforcing contracts and accounts receivable collection, as well as longer collection periods;
● increased expenses incurred in establishing and maintaining office space and equipment for our international operations;
● fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business;
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● greater difficulty in recruiting local experienced personnel, and the costs and expenses associated with such activities;
● general economic and political conditions in these foreign markets;
● management communication and integration problems resulting from cultural and geographic dispersion;
● the impact of Russia’s invasion of Ukraine in February 2022 and trade and monetary sanctions in response to such developments on the
markets in which we operate;
● risks associated with trade restrictions and foreign legal requirements, including the importation, certification, and localization of our
solutions required in foreign countries, such as high import taxes in Brazil and other Latin American markets where we sell our products;
● greater risk of unexpected changes in regulatory practices, tariffs, and tax laws and treaties;
● the uncertainty of protection for intellectual property rights in some countries;
● greater risk of a failure of employees to comply with both U.S. and foreign laws, including antitrust regulations, the U.S. Foreign Corrupt
Practices Act, or FCPA, the European Union General Data Protection Regulation, or GDPR (which broadened the scope of personal privacy
laws to protect the rights of European Union citizens and requires organizations to report on data breaches promptly and obtain the consent of
individuals on how their data can be used), the California Consumer Privacy Act, or CCPA (which imposes enhanced disclosure requirements
for us vis-à-vis our interactions with customers that are residents of California), and any trade regulations ensuring fair trade practices; and
● heightened risk of unfair or corrupt business practices in certain regions and of improper or fraudulent sales arrangements that may impact
financial results and result in restatements of, or irregularities in, financial statements.
Any of these risks could adversely affect our international operations, reduce our revenues from outside the United States or increase our operating
costs, adversely affecting our business, reputation, results of operations and financial condition and growth prospects. There can be no assurance that all of
our employees and channel partners will comply with the formal policies that we have in place and/or will implement them, or will adhere to all applicable
laws and regulations. Violations of laws or key control policies by our employees and channel partners could result in delays in revenue recognition,
financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation of our products and services and could have a
material adverse effect on our business and results of operations.
We manufacture and sell products that may create exposure to product liability, warranty liability, or personal injury claims and litigation that may
harm our business and results of operations.
Product quality and safety issues could negatively impact consumer confidence in our brand and our business. Our products may not successfully
achieve applicable safety standards or customers’ expectations regarding safety or quality. Our products may contain or, be alleged to contain, components
containing hazardous materials that may present certain health, safety, or quality concerns. Additionally, from time to time, system errors and/or
deficiencies may be discovered in the design, manufacturing, assembling, labeling and product formulations of our systems, parts, ink, and other
consumables, and associated software. Hazardous materials, errors, and/or deficiencies may also be identified in materials, components, and systems
produced by others and used with or incorporated into our products. Some of these issues may not be apparent until after certain products are installed or
used by customers, including in circumstances where a product is first introduced, or a new version is released. We expect that these errors or defects will
be found from time to time in new or enhanced systems after commencement of commercial distribution or upon software upgrades.
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To the extent that any error, deficiency, or hazardous component (which presents a safety concern) exists in any of our products and is not
discovered and corrected before a product is introduced to the market, such product could be unsafe and/or could cause damage, including property
damage, personal injury, or death. In such circumstances, the actual, potential, or perceived product safety concerns and/or defects in the manufacturing or
design, a failure to warn of dangers inherent in the product, negligence, or strict liability could expose us to litigation relating to product liability, warranty
liability, or personal injury, as well as government enforcement actions.
Such litigation could force us to incur significant expenses, divert management’s time and attention, subject us to adverse publicity, and damage
our reputation and competitive position. A successful assertion of a claim against us may result in potentially significant monetary damages, penalties, or
fines and adversely affect sales of our products. Although we carry insurance policies covering this type of liability, these policies may not provide
sufficient protection should a claim be asserted against us. In addition, costs or payments made in connection with warranty and product liability claims and
system recalls could adversely affect our financial condition and results of operations in a material manner. Product liability claims, injuries, defects, or
other problems experienced by other companies in the digital printing industry could lead to unfavorable market conditions for the industry as a whole.
We have acquired businesses and may acquire other businesses and/or companies, which could require significant management attention, disrupt our
business, dilute shareholder value, and adversely affect our results of operations.
As part of our business strategy, we have acquired businesses and may acquire or make investments in other complementary companies, products
or technologies. If we are unsuccessful at integrating such acquisitions or the technologies associated with such acquisitions, our revenues and results of
operations may be adversely affected. Any integration process may require significant time and resources, and we may not be able to manage the process
successfully. We may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all.
If we complete other acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could
be viewed negatively by our customers, analysts and investors. In addition, we may not successfully evaluate or utilize the acquired technology or
personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may have to pay cash, incur debt or
issue equity securities to pay for any such acquisition, each of which could adversely affect our financial condition or the value of our ordinary shares. The
sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result
in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.
We may be subject to additional tax liabilities in the future as a result of audits of our tax returns.
We are subject to income taxes principally in Israel, United States, Germany, Hong-Kong, United Kingdom, and Japan. Significant judgment is
required in evaluating our uncertain tax positions and determining our provision for income taxes, and if the relevant tax authority does not agree with the
positions that we take, we could be subject to tax audit and face significant tax liabilities, which could have a material adverse effect on our results of
operations. We were recently subject to such a tax audit for the years 2020 to 2021 by the Israeli Tax Authority, or ITA, in respect of which we ultimately
reached a settlement with the ITA. We account for income taxes in accordance with ASC 740, “Income Taxes.” ASC 740, which prescribes the use of the
liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax basis of
assets and liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse.
We account for uncertain tax positions in accordance with ASC 740-10 two-step approach to recognizing and measuring uncertain tax positions.
The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it
is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals
or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be
realized upon ultimate settlement. We currently maintain reserves for uncertain tax positions. If the potential tax liabilities in respect of which we have
taken these reserves exceed the amount of those reserves, that may have a material adverse effect on our results of operations. For more information on our
tax positions please refer to Note 14 to our financial statements that appear in Item 18 of this annual report.
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We are subject to risks associated with the provision of KornitX cloud-based software
KornitX is a subscription software service for the management of on-demand production. We do not expect the KornitX offering to have a material
impact on our overall results of operations in the very near term; however, we believe that it nonetheless exposes us to a number of potential risks,
including the following:
● software bugs and defects that adversely impact our customer’s production processes;
● unauthorized access, data breaches and/or loss of customer data, including data regarding payment methods;
● use of unauthorized open source software or other infringements of third-party intellectual property;
● challenges providing support to software users; and
● challenges related to our required delivery of the service level agreements under the virtual supplier model that we utilize for our KornitX
offering.
If any of the foregoing risks materializes, our reputation may be adversely impacted, which could, in turn, adversely impact sales of our products
and diminish customer confidence in us.
We are subject to litigation. Any current or future lawsuits to which we are subject may have a significant adverse effect on our financial condition or
profitability.
We are currently subject to securities class action litigation (as described below in “ITEM 8.A Financial Information- Legal Proceedings-
Securities Class Action Lawsuit”) and could be subject to further litigation in the future.
We can provide no assurance as to the outcome of any current or future lawsuits, and any such actions may result in judgments against us for
significant damages. Resolution of any such matters can be prolonged and costly, and the ultimate results or judgments are uncertain due to the inherent
uncertainty in litigation and other proceedings. Moreover, our potential liabilities are subject to change over time due to new developments, changes in
settlement strategy or the impact of evidentiary requirements. Regardless of the outcome, litigation has resulted in the past, and may result in the future, in
significant legal expenses and require significant attention and resources of management. As a result, any present or future litigation could result in losses,
damages and expenses that have a significant adverse effect on our financial condition and profitability.
Risks Related to Intellectual Property
If we are unable to obtain patent protection for our solutions or otherwise protect our intellectual property rights, our business could suffer.
The success of our business depends on our ability to protect our proprietary technology and other intellectual property and to enforce our rights in
that intellectual property. We attempt to protect our intellectual property under patent, trademark, copyright and trade secret laws, and through a
combination of confidentiality procedures, contractual provisions and other methods, all of which offer only limited protection.
15
As of December 31, 2023, we owned 53 issued patents in the United States and 24 provisional or pending U.S. patent applications, along with 39
pending non-U.S. patent applications. We also had 35 patents issued in non-U.S. jurisdictions, and 13 pending Patent Cooperation Treaty patent
applications, which are counterparts of our U.S. patent applications. The non-U.S. jurisdictions in which we have issued patents or pending applications are
China, the European Union or European countries of the European Union including 3 Unitary Patents, Mexico, Israel, Canada, Australia, Republic of
Korea, South Africa, Brazil, Japan and India. We may file additional patent applications in the future. The process of obtaining patent protection is
expensive, time-consuming, and uncertain, and we may not be able to pursue all necessary or desirable patent applications at a reasonable cost or in a
timely manner all the way through to the successful issuance of a patent. We may choose not to seek patent protection for certain innovations and may
choose not to pursue patent protection in certain jurisdictions. Furthermore, it is possible that our patent applications may not issue as granted patents, that
the scope of our issued patents will be insufficient or not have the coverage originally sought, that our issued patents will not provide us with any
competitive advantages, and that our patents and other intellectual property rights may be challenged by others through administrative processes or
litigation resulting in patent claims being narrowed, invalidated, or unenforceable. In addition, issuance of a patent does not guarantee that we have an
absolute right to practice the patented invention. Our policy is to require our employees (and our consultants and service providers, including third-party
manufacturers of our systems and components, that develop intellectual property included in our systems) to execute written agreements in which they
assign to us their rights in potential inventions and other intellectual property created within the scope of their employment (or, with respect to consultants
and service providers, their engagement to develop such intellectual property), but we cannot assure you that we have adequately protected our rights in
every such agreement or that we have executed an agreement with every such party. Finally, in order to benefit from the protection of patents and other
intellectual property rights, we must monitor and detect infringement and pursue infringement claims in certain circumstances in relevant jurisdictions, all
of which are costly and time-consuming. As a result, we may not be able to obtain adequate protection or to effectively enforce our issued patents or other
intellectual property rights.
In addition to patents, we rely on trade secret rights, copyrights, trademarks, and other rights to protect our proprietary intellectual property and
technology. Despite our efforts to protect our proprietary intellectual property and technology, unauthorized parties, including our employees, consultants,
service providers or customers, may attempt to copy aspects of our solutions or obtain and use our trade secrets or other confidential information. We
generally enter into confidentiality agreements with our employees, consultants, service providers, vendors, channel partners and customers, and generally
limit access to and distribution of our proprietary information and proprietary technology through certain procedural safeguards. These agreements may not
effectively prevent unauthorized use or disclosure of our intellectual property or technology and may not provide an adequate remedy in the event of
unauthorized use or disclosure of our intellectual property or technology. We cannot assure that the steps taken by us will prevent misappropriation of our
intellectual property or technology or infringement of our intellectual property rights. In addition, the laws of some foreign countries where we sell or
distribute our solutions do not protect intellectual property rights and technology to the same extent as the laws of the United States, and these countries
may not enforce these laws as diligently as government agencies and private parties in the United States. Based on the 2022 report on intellectual property
rights protection and enforcement published by the Office of the United States Trade Representative, such countries included Argentina, Chile, China,
India, Indonesia, Russia, and Venezuela (designated as priority watch list countries).
If we are unable to protect our trademarks from infringement, our business prospects may be harmed.
We own trademarks that identify “Kornit”, “NeoPigment”, the “K” logo and “Konnect” logo, and we have an additional trademark registration for
the “Custom Gateway” logo, among others, and have registered these trademarks in certain key markets. We further own trademark registrations and
applications for VOXEL8, VOXEL8 logo, ACTIVEIMAGE, ACTIVELAB and ACTIVEMIX in certain key markets. Although we take steps to monitor
the possible infringement or misuse of our trademarks, third parties may violate our trademark rights. Any unauthorized use of our trademarks could harm
our reputation or commercial interests. Efforts to enforce our trademarks may be expensive and time-consuming and may not effectively prevent
infringement.
We may not register our trademark rights in all the markets in which we sell our products, and our application to register our trademarks in various
jurisdictions may be opposed by third parties (as has occurred in the past), which could require investment of additional time and resources on our part in
order to secure registration of those rights. If we do not succeed, our trademarks will be exposed to infringement in a particular jurisdiction, which could
have various adverse effects on our operations in that jurisdiction.
16
We may become subject to claims of intellectual property infringement by third parties or claims by third parties that our intellectual party rights are
invalid and may be required to indemnify our distributors or other third parties against such claims, which, regardless of their merit, could result in
litigation, distract our management and materially adversely affect our business, results of operations and financial condition.
We have in the past and may in the future become subject to third-party claims that assert that our solutions, services and intellectual property
infringe, misappropriate or otherwise violate third-party intellectual property or other proprietary rights. We, in turn, will seek to assert the validity of our
intellectual property rights by any legal means that we deem necessary or appropriate in response to any actual or perceived threats.
Intellectual property disputes can be costly and disruptive to our business operations by diverting the attention and energies of management and
key technical personnel, and by increasing our costs of doing business. Even if a claim is not directly against us, our agreements with distributors generally
require us to indemnify them against losses from claims that our products infringe third-party intellectual property rights and entitle us to assume the
defense of any claim as part of the indemnification undertaking. Our assumption of the defense of such a claim may result in similar costs, disruption and
diversion of management attention to that of a claim that is asserted directly against us. We may not prevail in any such dispute or litigation, and an adverse
decision in any legal action involving intellectual property rights could harm our intellectual property rights and the value of any related technology or limit
our ability to execute our business.
Adverse outcomes in intellectual property disputes could:
● require us to redesign our technology or force us to enter into costly settlement or license agreements on terms that are unfavorable to us;
● prevent us from manufacturing, importing, using, or selling some or all of our solutions;
● disrupt our operations or the markets in which we compete;
● impose costly damage awards;
● require us to indemnify our distributors and customers; and
● require us to pay royalties.
We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation
and adversely affect our business.
A significant portion of our intellectual property has been developed by our employees in the course of their employment for us. Under the Israeli
Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee in the course and as a result of or arising from his or her employment with
a company are regarded as “service inventions,” which belong to the employer, absent a specific agreement between the employee and employer giving the
employee proprietary rights. The Patent Law also provides under Section 134 that if there is no agreement between an employer and an employee as to
whether the employee is entitled to consideration for service inventions, and to what extent and under which conditions, the Israeli Compensation and
Royalties Committee, or the Committee, a body constituted under the Patent Law, shall determine these issues. Section 135 of the Patent Law provides
criteria for assisting the Committee in making its decisions. According to case law handed down by the Committee, an employee’s right to receive
consideration for service inventions is a personal right and is entirely separate from the proprietary rights in such invention. Therefore, this right must be
explicitly waived by the employee. A decision handed down in May 2014 by the Committee clarifies that the right to receive consideration under Section
134 can be waived and that such waiver can be made orally, in writing or by behavior like any other contract. The Committee will examine on a case-by-
case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has
not yet determined one specific formula for calculating this remuneration, nor the criteria or circumstances under which an employee’s waiver of his right
to remuneration will be disregarded. Similarly, it remains unclear whether waivers by employees in their employment agreements of the alleged right to
receive consideration for service inventions would be declared as void being a depriving provision in a standard contract. We generally enter into
assignment-of-invention agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of
their employment or engagement with us. Although our employees have agreed to assign to us service invention rights and have specifically waived their
right to receive any special remuneration for such service inventions beyond their regular salary and benefits, we may face claims demanding remuneration
in consideration for assigned inventions.
17
Risks Related to Our Ordinary Shares
Our share price may be volatile.
The market price of our ordinary shares has been volatile in recent years. It may continue to fluctuate substantially as a result of many factors,
including:
● actual or anticipated variations in our and/or our competitors’ results of operations and financial condition;
● variance in our financial performance from the expectations of market analysts;
● announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions,
strategic relationships or expansion plans;
● changes in the prices of our solutions;
● our involvement in litigation;
● our sale of ordinary shares or other securities in the future;
● market conditions in our industry;
● changes in key personnel;
● the trading volume of our ordinary shares;
● changes in the estimation of the future size and growth rate of our markets; and
● general economic and market conditions;
In addition, recently, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially
harm the market price of our ordinary shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a
company’s securities, securities class action litigation has often been instituted against that company. We, too, along with certain of our current and former
executives, and, in one case, our directors, the underwriters for our November 2021 follow-on public offering and Amazon, have been made subject to such
securities class action litigation, which alleges that we made misrepresentations and omissions in our public statements and disclosures in violation of the
Exchange Act and Rule 10b-5 promulgated thereunder. If these actions or any similar litigation against us are not dismissed or settled at their early stages,
we could incur substantial costs and our management’s attention and resources could be diverted.
We have never paid cash dividends on our share capital, and we do not anticipate paying any cash dividends in the foreseeable future.
We have never declared or paid cash dividends on our share capital, nor do we anticipate paying any cash dividends on our share capital in the
foreseeable future. We currently intend (subject to any extraordinary market conditions that might arise) to retain all available funds and any future earnings
to fund the development and growth of our business. As a result, capital appreciation, if any, of our ordinary shares should be investors’ principal expected
source of gain for the foreseeable future. To the extent that volatile or depressed market conditions reduce the trading price of our ordinary shares
substantially for an extended period of time, we may potentially consider using a portion of our cash reserves for share repurchases, as we have done under
a share repurchase plan of up to US$ 75 million initially approved by an Israeli court in December 2022, which was extended in July 2023 and again in
January 2024. In addition to considerations related to corporate finance, Israeli law limits our ability to declare and pay dividends and may subject our
dividends to Israeli withholding taxes.
18
As a foreign private issuer whose shares are listed on the Nasdaq Global Select Market, we may follow certain home country corporate governance
practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules
applicable to domestic U.S. issuers.
As a foreign private issuer whose shares are listed on the Nasdaq Global Select Market, we are permitted to follow certain home country corporate
governance practices instead of those otherwise required under the corporate governance standards for U.S. domestic issuers. We currently follow Israeli
home country practices with regard to the (i) quorum requirement for shareholder meetings (25%, which is less than the one-third minimum required under
the Nasdaq rules) and (ii) independent director oversight requirement for director nominations (the board as a whole, rather than an entirely independent
nominating committee or only the independent directors, handles this under Israeli law). See “ITEM 16G. Corporate Governance.” Furthermore, we may in
the future elect to follow Israeli home country practices in lieu of the Nasdaq requirements on other matters, such as the requirement to hold separate
executive sessions of independent directors or to obtain shareholder approval for certain dilutive events (such as for the establishment or amendment of
certain equity-based compensation plans, issuances that will result in a change of control of the company, certain transactions other than a public offering
involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company). Accordingly, our
shareholders may not be afforded the same protection as provided under Nasdaq corporate governance rules. Following our home country governance
practices as opposed to the requirements that would otherwise apply to a United States company listed on Nasdaq may provide less protection than is
accorded to investors of domestic issuers. See “ITEM 16G. Corporate Governance.”
As a foreign private issuer, we are not subject to the U.S. proxy rules and are exempt from filing certain Exchange Act reports.
As a foreign private issuer, we are exempt from a number of requirements under U.S. securities laws that apply to public companies that are not
foreign private issuers. In particular, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy
statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in
Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual and current reports and financial statements with the
SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we are generally exempt from
filing quarterly reports with the SEC under the Exchange Act. These exemptions and leniencies will reduce the frequency and scope of information and
protections to which you are entitled as an investor.
We would lose our foreign private issuer status if a majority of our directors or executive officers are U.S. citizens or residents, and we fail to meet
additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory
provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities
laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration
statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We
would also be required to follow U.S. proxy disclosure requirements, including the requirement to disclose more detailed information about the
compensation of our senior executive officers on an individual basis. We may also be required to modify certain of our policies to comply with governance
practices associated with U.S. domestic issuers. In addition, we would lose our ability to rely upon exemptions from certain corporate governance
requirements on U.S. stock exchanges that are available to foreign private issuers. Such additional required compliance would involve additional costs.
The market price of our ordinary shares could be negatively affected by future sales of our ordinary shares.
Future sales by us or our shareholders of a substantial number of ordinary shares in the public market, or the perception that these sales might
occur, could cause the market price of our ordinary shares to decline or could impair our ability to raise capital through a future sale of, or to pay for
acquisitions using, our equity securities.
19
Amazon is entitled to certain registration rights with respect to the 3,401,028 ordinary shares underlying new warrants that we issued to its affiliate
on September 14, 2020, pursuant to a transaction agreement that we entered into with Amazon on that day. All shares sold pursuant to an offering covered
by a registration statement will be freely transferable except if purchased by an affiliate. See “ITEM 10.C- Material Contracts- Agreements with Amazon-
Transaction Agreement and Warrant” in this annual report.
In addition, 2,107,696 ordinary shares are issuable under currently vested and exercisable share options and unvested restricted share units, or
RSUs, in the aggregate, granted to employees and office holders as of December 31, 2023. We have filed registration statements on Form S-8 under the
Securities Act registering our potential issuance of those ordinary shares under our share incentive plans, of which, as of December 31, 2023, there were
options, RSUs and warrants to purchase 4,094,530 shares outstanding. Shares included in such registration statements may be freely sold in the public
market upon issuance, except for shares held by affiliates who have certain restrictions on their ability to sell.
As a public company, we are required to devote substantial time towards maintaining the effectiveness of our internal controls and to other compliance
initiatives and corporate governance practices.
We incur significant legal, accounting and other expenses as a public company. Applicable U.S. securities laws and regulations and the listing
requirements of the Nasdaq Stock Market impose various requirements on public companies, including the establishment and maintenance of effective
disclosure and financial controls and corporate governance practices. Our management and other personnel continue to devote a substantial amount of time
to these compliance initiatives.
In particular, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require
management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of control over
financial reporting. Additionally, as we are no longer an emerging growth company and qualify as a large, accelerated filer, we must include an attestation
report on internal control over financial reporting issued by our independent registered public accounting firm.
To maintain the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, we expect that we will
need to continue enhancing existing, and implement new, financial reporting and management systems, procedures and controls to manage our business
effectively and support our growth in the future. The process of evaluating our internal control over financial reporting requires an investment of substantial
time and resources, including by our Chief Financial Officer and other members of our senior management. As a result, this process may divert internal
resources and take a significant amount of time and effort to complete. Additionally, as part of management assessments of the effectiveness of our internal
control over financial reporting required by Section 404(a) of the Sarbanes-Oxley Act, our management may conclude that our internal control over
financial reporting is not effective due to our failure to cure any identified material weakness or otherwise, which would require us to employ remedial
actions to implement effective controls. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with
the requirements of Section 404(a) or 404(b) in a timely manner or to assert that our internal control over financial reporting is effective, or if our
independent registered public accounting firm is unable to express an opinion or issues an adverse opinion in its attestation as to the effectiveness of our
internal control over financial reporting required by Section 404(b), investors may lose confidence in the accuracy and completeness of our financial
reports and the trading price of our ordinary shares could be negatively affected. We could also become subject to investigations by the stock exchange on
which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.
Irrespective of compliance with Sections 404(a) and 404(b), any failure of our internal controls could have a material adverse effect on our stated
results of operations and harm our reputation. In order to implement changes to our internal control over financial reporting triggered by a failure of those
controls, we could experience higher than anticipated operating expenses, as well as higher independent auditor fees during and after the implementation of
these changes.
20
Our U.S. shareholders may suffer adverse tax consequences if we are classified as a passive foreign investment company.
Generally, if for any taxable year 75% or more of our gross income is passive income, or at least 50% of the average quarterly value of our assets
(which may be determined in part by the market value of our ordinary shares, which is subject to change) are held for the production of, or produce, passive
income, we would be characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. Based on historic and certain
estimates of our gross income, gross assets and market capitalization (which may fluctuate from time to time) and the nature of our business, we believe we
were not a PFIC for the taxable year ended December 31, 2023. Because PFIC status is based on our income, assets and activities for the entire taxable
year, it is not possible to determine whether we will be characterized as a PFIC for our 2024 taxable year until after the close of the year. Furthermore,
because the value of our gross assets is likely to be determined in part by reference to our market capitalization, a decline in the value of our ordinary
shares may result in our becoming a PFIC. There can be no assurance that we will not be considered a PFIC for any taxable year. If we are characterized as
a PFIC, our U.S. shareholders may suffer adverse tax consequences, including having gains realized on the sale of our ordinary shares treated as ordinary
income, rather than as capital gain, the loss of the preferential rate applicable to dividends received on our ordinary shares by individuals who are U.S.
Holders (as defined in “ITEM 10.E Taxation and Government Programs-U.S. Federal Income Taxation”), and having interest charges apply to distributions
by us and the proceeds of sales of our ordinary shares. Certain elections exist that may alleviate some of the adverse consequences of PFIC status and
would result in an alternative treatment (such as mark-to-market treatment) of our ordinary shares. For a more detailed discussion, see “ITEM 10.E
Taxation and Government Programs - U.S. Federal Income Taxation - Passive Foreign Investment Company Considerations.”
Certain U.S. holders of our ordinary shares may suffer adverse tax consequences if we or any of our non-U.S. subsidiaries are characterized as a
“controlled foreign corporation”, or a CFC, under Section 957(a) of the Internal Revenue Code of 1986, as amended, or the Code.
A non-U.S. corporation is considered a CFC if more than 50 percent of (1) the total combined voting power of all classes of stock of such
corporation entitled to vote, or (2) the total value of the stock of such corporation; is owned, or is considered as owned by applying certain constructive
ownership rules, by United States shareholders who own stock representing 10% or more of the vote or 10% or more of the value on any day during the
taxable year of such non-U.S. corporation (“10% U.S. Shareholders”). Generally, a 10% U.S. Shareholder of a CFC is required to include currently in gross
income such 10% U.S. Shareholder’s share of the CFC’s “Subpart F income”, a portion of the CFC’s earnings to the extent the CFC holds certain U.S.
property, and certain other items under the Tax Cuts and Jobs Act of 2017, or the Tax Act. Such 10% U.S. Shareholders are subject to current U.S. federal
income tax with respect to such items, even if the CFC has not made an actual distribution to such shareholders. “Subpart F income” includes, among other
things, certain passive income (such as income from dividends, interests, royalties, rents and annuities or gain from the sale of property that produces such
types of income) and certain sales and services income arising in connection with transactions between the CFC and a person related to the CFC.
Certain changes to the CFC constructive ownership rules introduced by the Tax Act may cause one or more of our non-U.S. subsidiaries to be
treated as CFCs, may also impact our CFC status and, thus, may affect holders of our common shares that are United States shareholders. For 10% U.S.
Shareholders, this may result in adverse U.S. federal income tax consequences, such as current U.S. taxation of Subpart F income and of any such
shareholder’s share of our accumulated non-U.S. earnings and profits (regardless of whether we make any distributions), taxation of amounts treated as
global intangible low-taxed income under Section 951A of the Code with respect to such shareholder, and being subject to certain reporting requirements
with the U.S. Internal Revenue Service. Any 10% U.S. Shareholder should consult its own tax advisors regarding the U.S. tax consequences of acquiring,
owning, or disposing our common shares and the impact of the Tax Act, especially the changes to the rules relating to CFCs.
21
If equity research analysts do not publish research or reports about our business or if analysts, including short sellers, issue unfavorable commentary
or downgrade our ordinary shares, the price of our ordinary shares could decline. Additionally, we may fail to meet publicly announced financial
guidance or other expectations about our business, which would cause our ordinary shares to decline in value.
The trading market for our ordinary shares relies in part on the research and reports that equity research analysts publish about us, our business
and our markets. The price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary shares or if one or more of those
analysts issue other unfavorable commentary or cease publishing reports about us or our business. The market price for our ordinary shares has been in the
past, and may be in the future, materially and adversely affected by allegations made in reports issued by short sellers regarding our business model, our
management and our financial accounting. If our financial results for a particular period do not meet our guidance or if we reduce our guidance for future
periods, the market price of our ordinary shares may decline.
Risks Related to Our Operations in Israel
Our headquarters, manufacturing and other significant operations are located in Israel and, therefore, our results may be adversely affected by
political, economic and military instability in Israel.
On October 7, 2023, terrorists from Hamas and other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted
a series of barbaric attacks on civilian and military targets, including widespread killings and kidnappings. They also launched extensive rocket attacks on
the Israeli civilian population. Shortly following the attack, Israel declared war against Hamas. The Israel Defense Forces called up reservists for active
duty, including approximately 13% of our Israeli workforce. There has also been increased fighting along Israel’s northern border with Lebanon. The south
of Lebanon is occupied by Hezbollah, a terrorist organization backed by Iran. In addition, Iran has threatened to attack Israel and has been developing a
nuclear program.
Our headquarters, research and development and manufacturing facility, and the primary manufacturing facilities of our third-party manufacturers,
are located in Israel. In addition, the majority of our key employees, officers and directors are residents of Israel. To date, none of our facilities or
infrastructure have been damaged nor have our supply chains been significantly impacted since the war broke out. However, a prolonged war could result
in further military reserve duty call-ups as well as irregularities to our supply chain and our ability to ship products from Israel, which could disrupt our
operations.
Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East, as
well as acts of terror. Although the Israeli government is currently committed to covering the reinstatement value of direct damages that are caused by
terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained, or if maintained, will be sufficient to compensate us
fully for damages incurred. Any losses or damages incurred by us could have a material adverse effect on our business. While we have commenced
implementation of a business continuity plan which provides for alternative sites outside of Israel, there can be no assurance that such plan will be
successful. Any armed conflict involving Israel could adversely affect our operations and results of operations.
Several countries, principally in the Middle East, restrict doing business with Israel and Israeli companies. While some of these countries are
eliminating these constraints, additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or
political instability in the region continues or increases. Although the recent Abraham Accords have enhanced Israel’s relations with certain countries in the
Middle East (i.e., the United Arab Emirates, Bahrain, Morocco and Sudan), an ongoing state of hostility vis-à-vis other countries, varying in degree and
intensity, has caused security and economic challenges for Israel. In addition, there have been increased efforts by activists to cause companies and
consumers to boycott Israeli goods based on Israeli government policies. Such actions, particularly if they become more widespread, may adversely impact
our ability to sell our solutions.
The shipping and delivery of our systems and ink and other consumables from our manufacturing facilities and those of our third-party
manufacturers in Israel could be delayed or interrupted by political, economic, military, and other events outside of our reasonable control, including labor
strikes at ports in Israel or at ports of destination, military attacks on transportation facilities or vessels, and severe weather events. Iran is backing the
Houthi militia in Yemen which has been attacking ships in the Red Sea after the October 7 terrorist attacks by Hamas in an effort to deter ships from
reaching the southern Israeli port of Eilat. If delivery and installation of our products is delayed or prevented by any such events, our revenues could be
materially and adversely impacted.
22
The tax benefits that are available to us under Israeli law require us to meet various conditions and may be terminated or reduced in the future, which
could increase our costs and taxes.
We are eligible for certain tax benefits provided to “Benefited Enterprises” under the Israeli Law for the Encouragement of Capital Investments,
1959, or the Investments Law, until 2018. Beginning in January 2019, and with respect to our taxable results from 2019 onwards, we and our Israeli
subsidiary are furthermore eligible to apply the terms of the Investments Law as they relate to a “Preferred Enterprise,” or PE, and/or a “Preferred
Technological Enterprise,” or PTE. In order to remain eligible for the tax benefits for Benefited Enterprises for our Israeli subsidiary’s taxable results until
2018, and for its taxable results from 2019 onwards with respect to a PE or PTE, we must continue to meet certain conditions stipulated in the Investments
Law and its regulations, as amended. If these tax benefits are reduced, cancelled, or discontinued, our Israeli taxable income would be subject to regular
Israeli corporate tax rates and we may be required to refund any tax benefits that we have already received, plus interest and penalties thereon. The
statutory corporate tax rate for Israeli companies is 23% from January 1, 2018, and onward. Additionally, if we increase our activities outside of Israel
through acquisitions or otherwise through our Israeli subsidiary, our existing or expanded activities might not be eligible for inclusion in existing or future
Israeli tax benefit programs. The Israeli government may furthermore independently determine to reduce, phase out, or eliminate entirely the benefit
programs under the Investments Law, regardless of whether we then qualify for benefits under those programs at the time, which would also adversely
affect our global tax rate and our results of operations. See “ITEM 5. Operating and Financial Review and Prospects- Taxation and Israeli Government
Programs Applicable to our Company - Law for the Encouragement of Capital Investments, 5719-1959.”
We have received and may receive further Israeli government grants for certain research and development activities. The terms of those grants restrict
our ability to transfer manufacturing operations or technology outside of Israel.
Our research and development efforts have been financed in part through grants from the Israeli National Authority for Technological Innovation,
or the Innovation Authority (previously known as the Israeli Office of the Chief Scientist). Prior to 2015, we received various grants from the Innovation
Authority, all of which we repaid. In 2021, 2022 and 2023, we received new commitments from the Innovation Authority for non-royalty bearing grants to
reimburse us for up to 55% of our research and development expenses in connection with our projects, in amounts of NIS 2.02 million, NIS 3.2 million,
and NIS 2.4 million, respectively (approximately $0.7 million, $0.9 million, and $0.7 million), in the aggregate. To date, we have received from the
Innovation Authority NIS 6.2 million (approximately $1.8 million) of this new committed amount. We must comply with the requirements of the
Encouragement of Research, Development and Technological Innovation in the Industry Law, 5744-1984 (formerly known as the Law for the
Encouragement of Research and Development in Industry 5744-1984), and related regulations, collectively referred to as the Innovation Law, in connection
with that new funding and any past funding that we had received from the Innovation Authority.
When a company develops know-how, technology or products and related services using grants provided by the Innovation Authority, the terms of
those grants and the Innovation Law, among others, restrict the transfer outside of Israel of (i) such Innovation Authority-supported know-how (including
by a way of license for research and development purposes), (ii) manufacturing or manufacturing rights of such products, and (iii) such technologies,
without the prior approval of the Innovation Authority. We may not receive those approvals.
The restrictions set forth under the Innovation Law, to which we are subject (even after repaying grants we have received) include:
● Transfer of know-how outside of Israel. Transfer of the know-how that was developed with the funding of the Innovation Authority outside of
Israel requires prior approval of the Innovation Authority, and, if approved, will require the payment of a redemption fee, which cannot
exceed 600% of the grant amount plus interest. Upon payment of such fee, the know-how and the production rights for the products supported
by such funding cease to be subject to the Innovation Law.
● Local manufacturing obligation. The terms of the grants under the Innovation Law require that the manufacturing of products resulting from
the Innovation Authority funded programs are carried out in Israel, unless a prior written approval of the Innovation Authority is obtained.
Such approval may be given in special circumstances and upon the fulfillment of certain conditions set forth in the Innovation Law, including
payment of increased royalties. Such approval is not required for the transfer of less than 10% of the manufacturing capacity in the aggregate,
and in such an event, a notice to the Innovation Authority is required.
● Certain reporting obligations. A recipient of a grant or a benefit under the Innovation Law is required to notify the Innovation Authority of
events enumerated in the Innovation Law.
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These restrictions and requirements for payment may impair our ability to sell our technology assets outside of Israel or to outsource or transfer
manufacturing activities with respect to any product or technology outside of Israel; however, they do not restrict the export of our products that
incorporate know-how funded by the Innovation Authority. Furthermore, the consideration available to our shareholders in a sale transaction involving the
actual transfer outside of Israel of technology or know-how developed with funding by the Innovation Authority pursuant to a merger or similar transaction
may be reduced by any amounts that we are required to pay to the Innovation Authority. Failure to comply with the requirements under the Innovation Law
may subject us to mandatory repayment of grants received by us, together with interest and penalties, as well as expose us to criminal proceedings.
Provisions of Israeli law and our articles may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, even when the
terms of such a transaction are favorable to us and our shareholders.
Israeli corporate law 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 such types of transactions. For
example, a tender offer for all of a company’s issued and outstanding shares can only be completed if the acquirer receives positive responses from the
holders of at least 95% of the issued share capital, otherwise, the acquirer may not own more than 90% of a company’s issued and outstanding share
capital. Completion of the tender offer also requires approval of a majority in number of the offerees that do not have a personal interest in the tender offer,
unless at least 98% of the company’s outstanding shares are tendered. Furthermore, the shareholders, including those who indicated their acceptance of the
tender offer (unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek appraisal rights), may, at any time within
six months following the completion of the tender offer, petition an Israeli court to alter the consideration for the acquisition. See “Articles of Association -
Acquisitions under Israeli Law” in Exhibit 2.2 to this annual report.
Our articles provide that our directors (other than external directors, to the extent there are any serving at the time) are elected on a staggered
basis, such that a potential acquirer cannot readily replace our entire board of directors at a single annual general shareholder meeting.
Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to our shareholders whose country of residence does
not have a tax treaty with Israel exempting such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to
the same extent as U.S. tax law. With respect to mergers involving an exchange of shares, Israeli tax law allows for tax deferral in certain circumstances but
makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a holding period of two years from the date of the
transaction during which sales and dispositions of shares of the participating companies are subject to certain restrictions. Moreover, with respect to certain
share swap transactions in which the sellers receive shares in the acquiring entity that are publicly traded on a stock exchange, the tax deferral is limited in
time, and when such time expires, the tax becomes payable even if no disposition of such shares has occurred. In order to benefit from the tax deferral, a
pre-ruling from the Israel Tax Authority, or the ITA, might be required.
It may be difficult to enforce a judgment of a U.S. court against us or our officers and directors, to assert U.S. securities laws claims in Israel or to
serve process on our officers and directors.
We are incorporated in Israel. The majority of our directors and executive officers reside outside of the United States, and most of our assets and
most of the assets of these persons are located outside of the United States. Therefore, a judgment obtained against us, or any of these persons, including a
judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by
an Israeli court. It also may be difficult for you to effect service of process on these persons in the United States or to assert U.S. securities law claims in
original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not
the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and
not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert
witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case
law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not
be able to collect any damages awarded by either a U.S. or foreign court. It may be difficult to enforce a judgment of a U.S. court against us, our officers
and directors or the Israeli experts named in this prospectus supplement in Israel or the United States, to assert U.S. securities laws claims in Israel or to
serve process on our officers and directors and these experts.
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Your rights and responsibilities as a shareholder are governed by Israeli law, which differs in some material respects from the rights and
responsibilities of shareholders of U.S. companies.
The rights and responsibilities of the holders of our ordinary shares are governed by our articles and by Israeli law. These rights and
responsibilities differ in some material respects from the rights and responsibilities of shareholders in U.S.-based corporations. In particular, a shareholder
of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company
and other shareholders, and to refrain from abusing its power in the company, including, among other things, in voting at a general meeting of shareholders
on matters such as amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and acquisitions and
related party transactions requiring shareholder approval. In addition, a shareholder who is aware that it possesses the power to determine the outcome of a
shareholder vote or to appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness toward the company.
There is limited case law available to assist us in understanding the nature of this duty or the implications of these provisions. These provisions may be
interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S.
corporations.
ITEM 4. Information on the Company.
A. History and Development of the Company
Our History
Our legal name is Kornit Digital Ltd., and we were incorporated under the laws of the State of Israel on January 16, 2002. We shipped our first
system in 2005. In April 2015, we completed our initial public offering, or IPO, pursuant to which we sold 8.165 million ordinary shares for aggregate
gross proceeds of $81.65 million, before underwriting discounts, commissions and expenses. Our ordinary shares began trading on the Nasdaq Global
Select Market, under the symbol “KRNT,” on April 2, 2015.
We are subject to the provisions of the Israeli Companies Law, 5759-1999. Our principal executive offices are located at 12 Ha’Amal Street, Rosh
Ha’Ayin 4809246, Israel, and our telephone number is +972-3-908-5800. Our website address is www.kornit.com (the information contained therein or
linked thereto shall not be considered incorporated by reference in this annual report).
Our agent for service of process in the United States is Kornit Digital North America Inc., located at 480 South Dean Street Englewood, NJ 07631,
and its telephone number is (262) 518-0200.
As a company whose ordinary shares are registered under the Exchange Act, we report publicly to the SEC. The SEC maintains an Internet site
(http:// www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Principal Capital Expenditures
Capital expenditures in the years ended December 31, 2021, 2022, and 2023 were approximately $14.5 million, $18.0 million and $7.0 million,
respectively, and were principally used for the purchase of property, plant and equipment. The aggregate amount for 2021 and 2022 included approximately
$2.5 million paid for the land for our new 6,700 square meter ink manufacturing and storage facility in Kiryat Gat, Israel, which we opened on January 26,
2022. The total cost for land, construction of the facility, design and installation of the production line, was approximately NIS 69 million (approximately
$22 million). We used cash on hand to finance the construction of that facility. Our capital expenditures for the acquisition of interests in other companies
within the last three years and through the current time are described below.
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On August 10, 2021, we completed the acquisition of certain assets of Voxel8, primarily related to its advanced additive manufacturing technology
for textiles, which allows for the digital fabrication of functional features with zonal control of material properties, and for utilizing high-performance
elastomers adhering to inkjet technology. The total cash consideration for this acquisition was $15.0 million.
On April 5, 2022, we completed the acquisition of Lichtenau, Germany-based Tesoma GmbH, or Tesoma. Tesoma is globally recognized for the
high-quality engineering and performance of its cutting-edge textile curing solutions. The total cash consideration for this acquisition was 15.4 million
Euros.
B. Business Overview
We are a leading global developer and provider of innovative digital solutions for the printed textile industry. We aim to transform the industry by
shifting demand generators and fulfillers from outdated and stagnant analog processes to innovative digital processes. Our solutions are designed to enable
our customers to remain relevant, reduce waste, and adapt to shifting supply chain dynamics.
We focus on the rapidly growing high throughput DTG (direct to garment) and DTF (direct to fabric) segments of the printed textile industry. Our
solutions include our proprietary digital printing systems, ink, and other consumables, associated software and value-added services. These solutions allow
for printing large scale, short to medium runs, of complex images and designs directly on finished garments and fabrics. Our customers include fulfillers
and demand generators, such as brands, licensors, and content creators, primarily within the fashion, apparel and home décor segments of the industry.
We have developed and are offering a broad portfolio of differentiated digital printing solutions for the DTG market that provide answers to
challenges faced by participants in the global printed textile industry. Our DTG solutions utilize our patented wet-on-wet printing methodology, which
eliminates the common practice of separately coating and drying textiles prior to printing. This methodology also enables printing on a wide range of
untreated fabrics, including cotton, wool, polyester, blends, lycra, and denim. Our patented NeoPigment ink and other consumables have been specially
formulated to be compatible with our systems and overcome the quality-related challenges that pigment-based inks have traditionally faced when used in
digital printing. Our software solutions simplify workflows in the printing process, by offering a complete solution from web order intake through graphic
job preparation and execution.
Building on the expertise and capabilities that we have accumulated in developing and offering differentiated solutions for the industrial DTG
market, we also offer an industrial digital printing solution, the Presto, which targets the on-demand DTF market. While the DTG market generally
involves printing on finished garments, the DTF market is focused on printing on fabrics that are subsequently converted into finished garments, home or
office décor, and other items. The Presto and Presto MAX, like our predecessor DTF product, the Allegro, utilize our proprietary wet-on-wet printing
methodology and house an integrated drying and curing system. It offers the sole single-step, eco-friendly, stand-alone industrial DTF digital textile
printing solution available on the market, following its predecessor the Allegro. We primarily sell the Presto to innovative web-based businesses operating
on-demand models that require a high degree of variety and limited quantity orders, as well as to fabric converters, which source large quantities of fabric
and convert the untreated fabrics into finished materials to be sold to garment and home décor manufacturers. We believe that with the Presto Max we are
well positioned to take advantage of the growing trend towards customized fashion, home décor and on-demand fabric printing, where there is an increased
focus on sustainable production. We began selling the Presto commercially in the second quarter of 2019, four years after having introduced our initial DTF
digital textile printing solution, the Kornit Allegro in the second quarter of 2015.
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Consumers today have grown accustomed to shopping online with a vast selection of products advertising rapid shipping times; however, fulfillers
and demand generators have historically relied on antiquated, pollutive, and labor-intensive production methods. With the rise of social media, consumers
also increasingly expect that both their online and in-store shopping experiences will reflect the latest apparel trends, which are evolving more rapidly than
ever before. To meet these consumer demands, many fulfillers and demand generators have faced rising inventories, higher variable costs, more unsold
finished goods, and lower pricing.
When compared with analog methods of production, our solutions significantly reduce production lead times and enable our customers to produce
smaller quantities of individually printed designs more effectively, sustainably, and cost-efficiently. Our solutions are also differentiated from other digital
methods of production because they eliminate the need to pre-treat fabrics prior to printing, thereby offering our customers the ability to digitally print high
quality images and designs on a variety of fabrics in a streamlined and environmentally friendly manner.
We have an attractive business model, with our growing installed base of systems driving recurring sales of ink and other consumables. Our ink
and other consumables are specially formulated to enable our systems to operate at the highest throughput level while adhering to high print quality
requirements.
We intend to capitalize on the continued growth of the DTG market by expanding our diverse global customer base, focusing particularly on fast-
growing web-to-print businesses. We also seek to increase our sales to existing customers, particularly sales of our ink and other consumables. At the same
time, we are pursuing new high-volume customers, including new customers in the screen replacement market, which should help drive an increase in the
sale of ink and other consumables. We also expect to extend our serviceable addressable market by introducing new features and functionality that enhance
the capabilities of our systems and inks and enable our systems to print on new types of media. We plan to accomplish these goals by investing in our direct
sales force, developing new applications for our systems, introducing new solutions, and growing our relationships with channel partners. We constantly
explore the possibility of adding new business models and concepts designed to grow our business and cater to our customers’ needs. We have recently
begun piloting with our Apollo system, a new model, based on a price per impression produced on our system, which includes use of the system,
consumables and service.
Our go-to-market strategy consists of a hybrid model of indirect and direct sales, with a trend towards adopting a direct sales model in certain key
markets. We have historically generated a significant portion of our sales through a global network of independent agents, distributors and value-added
resellers that we refer to as our channel partners. Our channel partners, in turn, sell the solutions they purchase from us to customers for whom we provide
installation services, or sell and install our solutions on their own. Our channel partners work closely with our sales force and assist us by identifying
potential sales targets, closing new business, and maintaining relationships with, and, in certain jurisdictions, providing support directly to our customers.
Maintenance and support for our systems is performed either by our own service organization or by service engineers employed by our
distributors. This varies among the four regions we serve, depending on the infrastructure we have established in each region. We provide professional
services directly to some of our customers in all regions. Our customers can renew maintenance and support contracts for additional periods by purchasing
a maintenance and support package that covers remote support, software upgrades and onsite yearly maintenance or they can choose to rely on our support
on a non-contractual time and material basis.
The General Textile Industry
Textile is a flexible material formed using various processes, including weaving, knitting, crocheting, or felting. Textile is conventionally used in a
broad range of applications including fashion, apparel, and home decor. According to a report published by Statista in February 2024, the value of the
global apparel retail market was approximately $1.39 trillion in 2020 and was forecasted to grow from an estimated $1.57 trillion in 2022 to $1.94 trillion
in 2027, reflecting a compound annual growth rate (CAGR) of approximately 4.5% from 2022 to 2027. Factors including rising income per capita,
favorable demographics and shifting consumer trends are expected to drive long-term demand in the apparel market.
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The global printed textile industry involves printing on fabric rolls, finished garments and unsewn pieces of cut fabric at various stages along the
value chain in the production of goods for fashion, apparel, and home decoration. According to The Future of Digital Textile Printing report published by
Pira in December 2023, it is estimated that approximately 93% of the global output of printed textile in 2022 was carried out via analog methods of
printing. According to the same Pira report, the global value of digital printed textile output was estimated to be approximately $4.7 billion in 2023 and
expected to grow to approximately $7.54 billion by 2028, reflecting a CAGR of 9.7% in value, in the five-year period from 2023 to 2028, mainly driven by
changes in consumer demand, sustainability and brand needs to mitigate excess inventory.
Industry trends
E-Commerce
The global e-commerce market has undergone significant growth in the past two decades, expanding in the U.S. from only ~2% of total retail sales
in 2003 to ~16% in 2023 according to the U.S. census bureau. The shift in retail sales channels has transformed how consumers purchase goods across
industries, but many global retail brands have faced pressures as their traditional supply chains were not designed to serve e-commerce markets. Advanced
technologies like virtual reality, 3D modeling, and artificial intelligence are being increasingly integrated to enhance online shopping. Concurrently, the
creator economy is expanding, with social media and e-commerce platforms enabling creators to monetize their digital content. In 2021, e-commerce
apparel sales reached $159 billion, a 16% increase from 2020, highlighting the impact of the COVID-19 pandemic on accelerating online shopping trends.
Social Media
Social media platforms, merging media and network categories, have significantly impacted the retail landscape, influencing communication,
consumer trends, and brand perception. As of January 2023, 4.76 billion users (59% of the global population) were active on social media, with over 302
million users in the U.S. alone, according to DataReportal and Statista. This widespread use has enabled small and micro brands, often established by
individuals or organizations with social influence, to achieve rapid recognition and growth, challenging traditional players to be more agile and responsive.
Additionally, the convergence of gaming and social media, with games like Fortnite, Minecraft, and Roblox, highlights the evolution of online games into
robust social media networks and interactive marketplaces, offering an alternative to traditional social media platforms.
Sustainability
The need to reduce or contain the ecological footprint of the textile and apparel industry is affecting the entire industrial system. The urgency for
change has flowed through from political and environmental activists and scientists, into mainstream government regulators, and business leadership across
the globe. A sustainable industrial system requires the formulation of new strategies and thinking, integrated into business and operational frameworks
around sustainable manufacturing, supply chain design, sustainability performance measurement and ongoing management. While industrial production is
considered part of the problem, it is now also considered as part of the solution. From a practical point of view, companies are focusing their sustainability
strategies to include technological improvements that enable cleaner production, pollution prevention, and other sustainable manufacturing practices.
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Overview of Textile Printing Processes
The graphic and accompanying description below present various textile printing processes:
Screen printing is the most commonly used printing process for textiles. The two primary methods of screen printing are rotary screen printing and
automated carousel screen printing.
The following chart summarizes the key steps involved in the analog printing process:
Rotary Screen Printing Rotary screen printing is commonly used to print on outerwear, underwear, sportswear, upholstery, and linens. It involves
multiple, time-consuming process steps. Rolls of fabric pass through rotating cylinders that are engraved with the image or design to be printed. Each
cylinder then applies ink of a different color, which forms part of the image or design. This process is generally used to print a pattern on a fabric roll that is
then cut and sewn into finished products. Rotary screen engraving is a costly process that takes between four and five hours per cylinder and is frequently
done offsite. Preparation of colors typically takes an additional 30 minutes and the setup of the printer itself typically takes nearly 1.5 hours. The process
can require up to seven people. The maximum size of an image or design is limited based on the circumference of the cylinders, which is typically no more
than 60 centimeters.
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The following diagram depicts the analog rotary screen printing process:
Automated Carousel Screen Printing. Automated carousel screen printing is commonly used to print on finished garments and cut pieces. In
automated carousel screen printing, a blade or squeegee squeezes printing paste or ink through mesh stencils onto fabric. The process typically employs a
series of printing stations arranged in a carousel. At each station, one color of ink is pressed through specially prepared mesh stencils, or screens, on to the
textile surface. Between color stations, there are also flash drying stations and cool-down stations to ensure that deposited ink does not inadvertently mix
with the next color to be applied. Preparation of the mesh stencils is a specialized process, and its complexity is a function of the number of discrete color
separations and screens that need to be prepared for a given design. The process of color separations, film production, and screen exposure and alignment
typically takes approximately 1.5 hours for six colors. Once the screens and color separations are complete, preparation of the carousel typically takes
between 40 and 60 minutes. After being manually loaded, the textile moves along the carousel from station to station where each color is applied
separately. Unlike rotary screen printing, carousel screen printing does not require fixing the image or design with steam or hot air and, in most cases, does
not require washing and drying the textile afterward.
Digital Printing Processes
Digital textile printing uses specially engineered inkjet heads, rather than screens and cylinders or mesh stencils, to print images and designs
directly onto fabrics. As such, the use of digital technology eliminates multiple complicated, costly, and time-consuming steps, such as screen preparation
or cylinder engraving, preparation of pastes or inks, and screen or cylinder alignment.
Most fabrics need to be pre-treated before printing by submerging them in a solution that is designed specifically for the type of fabric and ink
being used. This coating process is essential for achieving the desired chemical reaction between the ink and the fabric. The fabric is dried following pre-
treatment. After the ink drops are applied, the printed fabric undergoes a process of fixation that is also specific to the type of fabric and ink being used.
Digital textile printing generally uses either dye-based or pigment-based ink.
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The digital textile printing market principally includes two types of printing processes:
Direct-to-Garment (DTG) In DTG printing, an inkjet printer prints directly on the textile. DTG printing allows for printing images and designs
onto finished textiles, such as t-shirts that have already been sewn and dyed. The following chart summarizes the key steps involved in the DTG printing
process:
Direct-to-Fabric (DTF) In DTF printing, rolls of fabric pass in-line through wide-format inkjet printers that are utilized to directly print images
and designs onto rolling fabric. The following chart summarizes the key steps involved in the DTF printing process:
Recent technological developments in digital printing have supported the adoption of digital printing by the global printed textile industry,
including by custom decorators, online businesses, brand owners and contract printers. As a result of consumer and macro trends, which were accelerated
due to the COVID-19 pandemic, we believe that these businesses offer a significant and rapidly growing market for digital printing solutions.
How Digital Textile Printing Addresses Industry Needs
The following characteristics of digital textile printing are driving the shift from analog to digital textile printing:
Manufacturing flexibility. Digital textile printing gives manufacturers the ability to print short runs, with personalization capabilities, in a cost-
effective manner with a minimum order quantity of one unit. Unlike screen printing, digital printing costs remain the same when printing a single unit or
multiple units. This allows printers to execute orders one by one without needing to accumulate large demand for a design before printing. In a post-
COVID-19 world, manufacturing flexibility plays an essential role in building brands’ resilience. Companies must rethink their sourcing strategies while
implementing cutting-edge supply chain management, and building in greater flexibility, in order to keep products at pace with customer demand.
Design flexibility. Digital textile printing enables a larger variety of artwork to be imprinted, without limitations on number of colors per design
and high-resolution imaging.
Integration with advanced workflow environments. Digital textile printing is better suited for the transition of the production floor environment to
full digitization, including connectivity to cloud networking elements and productivity analytics software solutions.
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Reduced time between design and production. The digital textile printing process allows for samples to be quickly produced, evaluated, and
modified, which permits brand owners to increase the frequency and variety of replenishment cycles in response to fashion trends.
Decreased risk of excess inventory. The costly and time-consuming upfront setup required in analog production methods is avoided when using
digital printing technologies. By enabling the cost-efficient production of a smaller quantity of garments, digital printing mitigates excess inventory risk
and improves profitability. Stocking blank garments or fabric and decorating them only when demand is identified significantly reduces the amount of
inventory at risk. This reduces working capital requirements, thereby enabling the emergence of numerous online businesses focused on the sale of printed
textiles.
Reduced labor and physical space requirements. Digital textile printing requires significantly less labor to print an equivalent output due to the
significant reduction in process steps. The combination of labor savings and a smaller floor footprint, coupled with lower energy consumption and a lack of
environmental impact, enables manufacturers to move production closer to consumers in a cost-effective manner. The textile business is very seasonal and
the need to retain employees bears a heavy financial burden. The move to digital printing significantly reduces the need for manpower and allows for a
more flexible cost structure.
Sustainability. Digital textile printing significantly reduces industrial water consumption and discharge of toxic chemicals by eliminating the need
to wash screens for color changes and repeated use. We estimate that this results in reduced environmental impact and in turn enables manufacturers to
comply with regulatory and brand guidelines at a location of their choosing, in many cases in populated areas which are not industrial in nature. In addition,
digital textile printing opens up opportunities to optimize processes and reduce the carbon footprint and energy expense used to decorate garments and
fabrics.
Our Products
Our DTG solutions utilize our patented wet-on-wet printing methodology that eliminates the common practice of separately coating and drying
textiles prior to printing. This methodology also enables printing on a wide range of untreated natural, synthetic, blends and man-made fabrics, including
cotton, wool, polyester and lycra, and with throughputs ranging from 40 to approximately 400 garments per hour, depending on system type, garment type
and operational capabilities. Our industrial and mass production DTG solutions are suited to the needs of a variety of customers, from smaller industrial
operators with limited budgets to mass producers with complex manufacturing requirements. Products in this category are designed to print directly on
finished garments such as shirts, sweatshirts, polos, fleeces, and more. Our primary systems within our DTG business include the Atlas, Atlas MAX, Atlas
MAX Poly and Apollo.
In April 2021, we supplemented our original DTG printing solutions with our Kornit MAX technology, which enables exemplary retail print
quality and durability standards, together with enhanced production speed. The breakthrough technological innovation has been achieved thanks to new
additional process and consumables capabilities, enabling optimal control over print quality and durability on a significantly larger media variety.
Kornit introduced the XDI technology that allows layered 3d printing. This capability is available as part of Kornit’s unique MAX printing engine.
Kornit XDi brings a new dimension to digital printing by enabling the printing of multiple layers to create 3D-effects. XDi’s unique premium applications
open new markets for our customers and offer creative freedom powered by a simple, single-step, digital and sustainable process. Our customers are now
able to do much more with their printing equipment and enter into higher margin premium markets.
In July 2022, we introduced the Atlas MAX Poly, which extends our technological capabilities in high quality printing on polyester even further
by leveraging the Kornit MAX technology and incorporating it as part of our proprietary polyester printing process, which is based on the NeoPigment™
Olympia ink set. The Atlas MAX Poly harnesses an innovative low temperature curing ink set alongside a new process and consumables to deliver highest
quality digital printing on dyed polyester as well, as delivering improved productivity rates. These new capabilities expand our opportunity within the
sports and athleisure spaces. This new platform is also equipped with Neon applications and a proprietary consumable called ProGuard, which acts as a
barrier between the fabric and print and promotes the inhibition of dye migration. In addition, this solution improves print quality on polyester cotton
blends.
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Apollo, the newest addition to our Max portfolio, was successfully beta tested during 2023. The Apollo is a digital mass production platform,
designed to be capable of printing up to approximately 400 shirts per hour, and handled by a single operator. The Apollo leverages the MAX technology,
and the Eco-Rapid ink set and consumables. The printing technology is boosted by automation of loading and unloading, as well as integrated smart curing.
Apollo is able to RIP spot colors and specific Pantones. We intend to continue developing and adding additional features to Apollo to further enhance
flexibility, quality, and productivity.
Kornit’s new energy-efficient Smart Curing solutions include Orion for mid-level production, and Titan for higher-capacity volumes – both
optimized for compatibility with Kornit Atlas MAX systems and based on field-proven solutions developed by Tesoma. These highly efficient curing
systems sync production and finishing for an end-to-end process that reduces both energy consumption and total cost of ownership (TCO). Smart curing
systems allow integration between our different Max platforms to the curing system, increasing print quality, energy efficiency and flexibility.
During 2023 we launched our Rapid Size Shifter (RSS) Pallet for our Atlas Max platform. RSS is a single adjustable pallet for multiple
applications and product sizes The RSS increases the speed and productivity of on-demand direct-to-garment production with a single pallet platform that
addresses a wide range of applications, from T-shirts with or without neck tags and hoodies to children’s apparel. This solution also reduces the downtime
associated with pallet changes and streamlined production for accelerated time-to-market.
Building on the expertise and capabilities that we have accumulated in developing and offering differentiated solutions for the industrial DTG
market, we also offer an industrial digital printing solutions which target the on-demand DTF market. Our DTF products are designed to deliver printing on
rolls of fabric that are subsequently converted into finished goods. Our DTF capabilities cater to different market segments such as fashion and home or
office décor. Like our DTG products, our DTF solutions are designed to print on a wide range of fabrics. Our digital DTF printing products also use our
wet-on-wet patent and are the leading single-step, eco-friendly, stand-alone industrial DTF digital textile printing products available on the market. Our
primary systems within our DTF business include the Presto and Presto MAX. Our Presto Max platform brings unique capabilities to the market allowing
our customers to digitally print on dyed fabrics, utilizing our white NeoPigment™ ink, both as a spot color and as a base. Presto Max also allows printing
using Neon colors to achieve expanded color gamut and a wide variety of applications. Presto Max also includes Kornit’s innovative XDi technology
allowing 3D-effects and enabling our customers penetrate into higher margin premium markets. We expect to release our new “Vivido” ink set in the
upcoming year. The Vivido is expected to enable the printing of deep and neutral blacks while reducing ink consumption. Additionally, Kornit is
anticipated to launch the Qualiset system, which facilitates automatic machine calibrations ensuring quality and consistency.
Our series of ink sets for DTG systems, includes NeoPigment™, NeoPigment™ Rapid, NeoPigment™ Eco-Rapid and NeoPigment™ Olympia.
The first two ink sets are designed for Kornit legacy products, while the Eco-Rapid is the most advanced ink set designed for retail quality. These three ink
sets are available in seven colors (W+CMYKRG) and a complementary binding agent. NeoPigment™ Olympia is designed for our polyester printing
system, the Avalanche Poly Pro and the Atlas MAX Poly, and is available in five colors (W+CMYK), with an enhancer for the Avalanche Poly Pro and 7
colors (W+CMYKNyNp) on the Atlas MAX Poly. For our roll-to-roll Direct-to Fabric systems, we offer the NeoPigment™ Robusto ink set, which consists
of up to nine colors (W+CMYKRGNyNp) in several different configurations.
We also offer customers maintenance and support services, as well as value-added services and application consulting, aimed at optimizing the
number of impressions printed by our systems.
Our KornitX operating system for on-demand sustainable fashion provides an end-to-end solution, connecting demand generators and e-commerce
channels to sustainable on-demand fulfillment across the globe, utilizing our digital software platform and a global fulfilment network of on-demand
manufacturers and fulfillers.
33
Our Software Solutions
Our DTG systems arrive with our QuickP Production software embedded. The software manages the system operation and prepares image files
for print. QuickP Production is a simple to use solution that allows users to control key operating parameters, such as print resolution, perform maintenance
and calibration procedures and import image files and prepare them for print.
As part of Apollo we have included K-RIP, an embedded RIP (Raster Image Processor) solution, which is capable of supporting various types of
files, including PDF files, and matches specific colors (such as spot colors and Pantones) with Kornit’s inks. It supports integration with an API workflow,
which boosts the ability to automate the production floor.
Kornit Konnect, our cloud-based, software analytics connectivity platform enables businesses to maximize productivity of their digital printing
solutions. In its first phase, Kornit Konnect enables businesses to monitor production, analyze data, be insights-driven and manage their fleet, in order to
eliminate blind spots. It includes a fleet management dashboard, data driven benchmarks, actual production costs, and cost structures per job, making it
easy for businesses to learn more, react faster and perform better.
In August 2020, we acquired Custom Gateway, a global provider of cloud-based software workflow solutions for both B2B and B2C business
models. Custom Gateway’s solution enables Kornit to offer customers an end-to-end solution for on-demand production.
KornitX’s technology, which is based on our acquisition of Custom Gateway, connects front end, web-based demand generators such as on-line
stores and on-line brands as well as licensors with a digitized fulfillment process, enabling a digitized on-demand manufacturing process. With the KornitX
production floor solution, orders are routed and managed to facilitate efficient on-demand production on a mass scale.
Our Services
Our service offering consists of system upgrade kits, maintenance and support, consulting and professional services. We continue to expand our
services capabilities and aim to increase the number of customers that rely on our service for their systems. As of December 31, 2023, we had service
contracts in place with approximately 43% of our industrial and mass production installed base.
Our Strategy for Growth
Our strategy includes three key pillars which are as follows:
Expand in Growth Markets
We plan to continue growing our customer base by targeting new customers in markets that are adjacent to those in which we have been operating.
These markets include geographies where we have identified multiple leading global fulfillers or demand generators which are producing without cost-
efficient and sustainable solutions to meet changing consumer preferences. Our strategy of expanding into key markets also includes reallocating our
resources selectively to better penetrate the bulk apparel market for athleisure and home décor in addition to new segments including footwear and
technical apparel.
Maximize Impressions
We are focused on increasing sales to existing customers by introducing new digital printing applications, developing new features and
functionality of our systems, offering new system upgrade products to make it easier for customers to renew their fleets and update their installed base to
the latest technology available, increasing sales of software, offering customers empowerment program inclusive of basic and advanced training, with a
goal of enabling our customers to increase utilization of their systems. With our move into solution selling, we are focusing on providing our customers
with value added services including training programs, proactive services, production consulting and end-to-end workflow improvements. Through these
value-added services, we can increase system availability and utilization, end-user product quality, and increase impressions, thereby requiring more ink
and other consumables purchases as well as potential investment in new systems as our customers require additional capacity.
34
Extend our leadership position through acquisitions and strategic partnerships
We seek to continue to differentiate ourselves and extend our leadership position. We may supplement our internal efforts with selective inorganic
initiatives such as acquisitions and strategic partnerships to enhance our positioning. For example, our acquisition of Polymeric Imaging in 2015 expanded
our ink technology capabilities, our acquisitions of the digital DTG printing assets of SPSI in 2016 enabled us to strengthen our direct sales channel and
gain access to a large screen-printing customer base, the acquisition of business assets from Hirsch in 2019 helped us transition to a full direct sales model
in North America, and our acquisition of Tesoma in 2022 allowed us the ability to integrate the curing step of DTG printing process directly into our
solutions via the Apollo.
Our Customers
Our diverse global customer base consisted of approximately 1,100 active customers as of December 31, 2023. Our growing installed base serves
a variety of customers, through different business models, in particular, those that have developed to respond to quickly changing consumer trends and to
the growing online retail market. Our solutions enable this category of “on-demand” businesses to fulfill consumer orders more quickly and cost-effectively
in a manner that is differentiated from traditional brick and mortar businesses. A number of large-scale, on-demand platforms have emerged, with these
often-leveraging digital printing solutions to facilitate business for other content providers.
Self-Fulfillment. Companies that produce printed textiles and sell their own designs.
Hybrid Printers. Companies that produce printed textiles both in-house and outsource to third party fulfillment providers.
Third Party Fulfillment Centers. Companies serving as third party fulfillment for printed textile retailers.
Government Regulation
We are subject to various local, state, federal and international laws, regulations, and agencies that affect businesses generally, and our business in
particular. These include:
o
o
o
o
o
Israeli environmental, health and safety regulations, including conditions set by the Israeli Ministry of Environmental Protection for the
operation of our manufacturing and development facilities which use chemicals and produce waste materials, as further detailed below;
the U.S. Foreign Corrupt Practices Act; Anti-Money Laundering Act of 2020
laws pertaining to the hiring, treatment, safety and discharge of employees;
import/ export control regulations related to chemicals and hazardous substances, as described below;
Israeli tax regulations, as described under “ITEM 5. Operating and Financial Review and Prospects- Taxation and Israeli Government
Programs Applicable to Our Company” below; and
o CE regulations for the European market.
Israeli Environmental, Health and Safety Regulations. Our manufacturing and development facilities use chemicals and produce waste materials,
which require us to hold business licenses that may include conditions set by the Israeli Ministry of Environmental Protection for the operations of such
facilities. We are also subject to extensive environmental, health and safety laws and regulations governing, among other things, the use, storage,
registration, handling and disposal of chemicals and waste materials, the presence of specified substances in electrical products, air, water and ground
contamination, air emissions and the clean-up of contaminated sites. In the future we may incur expenditures of significant amounts in the event of non-
compliance and/or remediation, whether fines or other civil, administrative or criminal sanctions, including the revocation of our toxin permit, business
permits, or other permits and licenses necessary to continue our business activities. In addition, we may be required to pay damages or civil judgments in
respect of third-party claims, including those relating to personal injury, including exposure to hazardous substances that we use, store, handle, transport,
manufacture or dispose of, or property damage. Some environmental, health and safety laws and regulations allow for strict, joint and several liability for
remediation costs, regardless of comparative fault. We may be identified as a potentially responsible party under such laws. In addition, our customers may
need to obtain regulatory permits to operate our systems in their facilities.
35
Import/Export Control Regulation of Chemicals and Hazardous Substances. The export of our products internationally subjects us to
environmental laws and regulations concerning the import and export of chemicals and hazardous substances. In the European marketplace, electrical and
electronic equipment is required to comply with the Directive on Waste Electrical and Electronic Equipment, or WEEE, which aims to prevent waste by
encouraging reuse and recycling, and the Directive on Restriction of Use of Certain Hazardous Substances, or RoHS, which restricts the use of ten
hazardous substances in electrical and electronic products. Additionally, we are required to comply with certain laws, regulations and directives such as the
United States Toxic Substances Control Act, or TSCA, and the Registration, Evaluation, Authorization and Restriction of Chemical Substances, or
REACH. These laws and regulations may require the testing and registration of some chemicals that we ship along with, or that form a part of, our systems
and other products. If we fail to comply with these or similar laws and regulations, we may be required to make significant expenditures to reformulate the
chemicals that we use in our products and materials or incur costs to register such chemicals to gain and/or regain compliance. Additionally, we could be
subject to significant fines or other civil and criminal penalties should we not achieve such compliance.
C. Organizational Structure
Our corporate structure consists of Kornit Digital Ltd., our Israeli parent company, and six wholly-owned subsidiaries: (1) Kornit Digital
Technologies Ltd., which was incorporated on July 5, 2006 under the laws of the State of Israel, (2) Kornit Digital North America Inc., which was
incorporated on September 12, 2007 under the laws of the State of Delaware, (3) Kornit Digital Europe GmbH, which was incorporated on April 20, 2011
under the laws of Germany, (4) Kornit Digital Asia Pacific Limited, which was incorporated on November 18, 2009 under the laws of Hong Kong, (5)
Kornit Digital UK Ltd., which was incorporated on August 30, 2017 under the laws of England and Wales, and (6) Kornit Digital Japan KK which was
incorporated on March 9, 2020 under the laws of Japan.
Tesoma GmbH is wholly owned by Kornit Digital Technologies Ltd.
Custom Gateway, which currently operates under the name KornitX, was incorporated on May 5, 2010 under the laws of England and Wales, and
is wholly owned by Kornit Digital UK Ltd. Custom Gateway Limited has several subsidiaries.
Kornit (Shanghai) Digital Co., Ltd., which was incorporated on December 8, 2021, is wholly owned by Kornit Digital Asia Pacific Limited.
D. Property, Plant and Equipment
Our corporate headquarters are located in Rosh Ha’Ayin, Israel in an office and research and development facility consisting of approximately
172,492 square feet. The lease for this office expires in December 2025, with an option to extend the lease for an additional five years. We lease an
additional facility of approximately 9,687 square feet near our corporate headquarters. The lease for this additional space expires on March 31, 2024. We
have recently executed a comprehensive amendment to the lease of our facilities in Rosh Ha’Ayin aimed to reduce costs, pursuant to which the space leased
by us will be reduced to 136,516 square feet on April 30, 2024, and subsequently to 125,655 square feet on June 30, 2024. In addition, the term for the
remaining space under the lease would be amended to expire in December 2028, with an option for us to extend the lease for an additional two-year period.
In January 2022, we announced the official opening of a new, modern, ink manufacturing facility in Kiryat Gat. We own the property and the
building at this facility (subject to a 49-year lease agreement with the ILA, which will renew for an additional 49 years). Our capital expenditures for 2021,
2022 and 2023 included approximately $2.5 million paid for the land for our new 6,700 square meter ink manufacturing and storage facility in Kiryat Gat,
Israel. The total cost for land, construction of the facility, design, and installation of the production line, was approximately NIS 69 million (approximately
$22 million). We used cash on hand to finance the construction of that facility.
Our U.S. headquarters are located in Englewood, New Jersey. We have entered into a lease for these headquarters, which includes approximately
15,845 square feet of offices and warehouse. The lease for this location expires in February 2028. We maintain additional sales, support and marketing
offices in Dusseldorf, Hong Kong, United Kingdom, Massachusetts, Slovakia, and Japan. We also maintain a disaster recovery site in Milwaukee,
Wisconsin, where we manufacture the fixation agent for some of our printers.
36
In November 2022, we entered into an agreement for the lease of an additional 18,256 square feet in our office in Dusseldorf, Germany, which we
primarily intend to use as an experience center. The lease for this space will expire in 2028, with an option to extend the lease for two additional five-year
periods.
ITEM 4A. Unresolved Staff Comments.
None.
ITEM 5. Operating and Financial Review and Prospects.
The information contained in this section should be read in conjunction with our financial statements for the year ended December 31, 2023 and
related notes and the information contained elsewhere in this annual report. Our financial statements have been prepared in accordance with U.S. GAAP.
This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. As a result of many factors, such as
those set forth under “ITEM 3.D. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” our actual results may differ materially
from those anticipated in these forward-looking statements.
Overview
We develop, design and market innovative digital printing solutions for the global printed textile industry. Our vision is to revolutionize this
industry by facilitating the transition from analog processes to digital methods of production that address contemporary supply, demand, and environmental
dynamics. Our solutions are designed to enable our customers to remain relevant, reduce waste, and adapt to shifting supply chain dynamics. We focus on
the rapidly growing high throughput DTG and DTF segments of the printed textile industry. Our solutions include our proprietary digital printing systems,
ink, and other consumables, associated software and value-added services that allow for printing large scale short runs of complex images and designs
directly on finished garments and fabrics. Our customers include fulfillers and demand generators, such as brands, licensors, and content creators, primarily
within the fashion, apparel and home décor segments of the industry.
Consumers today have grown accustomed to shopping online with a vast selection of products advertising rapid shipping times; however, fulfillers
and demand generators have historically relied on antiquated, pollutive, and labor-intensive production methods. With the rise of social media, consumers
also increasingly expect that both their online and in-store shopping experiences will reflect the latest apparel trends, which are evolving more rapidly than
ever before. To meet these consumer demands, many fulfillers and demand generators have faced rising inventories, higher variable costs, more unsold
finished goods, and lower pricing.
When compared with analog methods of production, our solutions significantly reduce production lead times and enable our customers to produce
smaller quantities of individually printed designs more effectively, sustainably, and cost-efficiently. Our solutions are also differentiated from other digital
methods of production because they eliminate the need to pre-treat fabrics prior to printing, thereby offering our customers the ability to digitally print high
quality images and designs on a variety of fabrics in a streamlined and environmentally friendly manner.
We have developed and offer a broad portfolio of differentiated digital printing solutions for the DTG market that provide answers to challenges
faced by participants in the global printed textile industry. Our DTG solutions utilize our patented wet-on-wet printing methodology, which eliminates the
common practice of separately coating and drying textiles prior to printing. This methodology also enables printing on a wide range of untreated fabrics,
including cotton, wool, polyester, lycra, and denim. Our patented NeoPigment ink and other consumables, have been specially formulated to be compatible
with our systems and overcome the quality-related challenges that pigment-based inks have traditionally faced when used in digital printing. Our software
solutions simplify workflows in the printing process, by offering a complete solution from web order intake through graphic job preparation and execution.
37
Building on the expertise and capabilities that we have accumulated in developing and offering differentiated solutions for the industrial DTG
market, we also offer an industrial digital printing solution, the Presto, which targets the on-demand DTF market. While the DTG market generally
involves printing on finished garments, the DTF market is focused on printing on fabrics that are subsequently converted into finished garments, home or
office décor, and other items. The Presto and Presto MAX, like our predecessor DTF product, the Allegro, utilize our proprietary wet-on-wet printing
methodology and house an integrated drying and curing system. It offers the sole single-step, eco-friendly, stand-alone industrial DTF digital textile
printing solution available on the market, following its predecessor the Allegro. We primarily sell the Presto to innovative web-based businesses operating
on-demand models that require a high degree of variety and limited quantity orders, as well as to fabric converters, which source large quantities of fabric
and convert the untreated fabrics into finished materials to be sold to garment and home décor manufacturers. We believe that with the Presto we are well
positioned to take advantage of the growing trend towards customized fashion, home décor and on-demand fabric printing, where there is an increased
focus on sustainable production. We began selling the Presto commercially in the second quarter of 2019, four years after having introduced our initial DTF
digital textile printing solution, the Kornit Allegro in the second quarter of 2015.
Our go-to-market strategy consists of a hybrid model of indirect and direct sales, with a trend towards adopting a direct sales model in certain key
markets. We have historically generated a significant portion of our sales through a global network of independent distributors and value-added resellers
that we refer to as our channel partners. Our channel partners, in turn, sell the solutions they purchase from us to customers for whom we provide
installation services, or sell and install our solutions on their own. Our channel partners work closely with our sales force and assist us by identifying
potential sales targets, closing new business, and maintaining relationships with, and, in certain jurisdictions, providing support directly to our customers.
Maintenance and support for our systems is performed either by our own service organization or by service engineers employed by our
distributors. This varies among the four regions that we serve, depending on the infrastructure we have established in each region. We provide professional
services directly to some of our customers in all regions. Our customers can renew maintenance and support contracts for additional periods by purchasing
a maintenance and support package that covers remote support, software upgrades and onsite yearly maintenance or they can choose to rely on our support
on a non-contractual time and material basis.
We have an attractive business model, with our installed base of systems driving recurring sales of ink and other consumables. Our ink and other
consumables are specially formulated to enable our systems to operate at the highest throughput level while adhering to high print quality requirements. We
constantly explore the possibility of adding new business models and concepts designed to grow our business and cater to our customers’ needs. We have
recently begun piloting with our Apollo system, a new model, based on a price per impression produced on our system, which includes use of the system,
consumables and service.
We intend to capitalize on the continued growth of the DTG market by expanding our diverse global customer base, focusing particularly on fast-
growing web-to-print businesses. We also seek to increase our sales to existing customers, particularly sales of our ink and other consumables. At the same
time, we are pursuing new high-volume customers, including new customers in the screen replacement market, which should help drive an increase in the
sale of ink and other consumables. We also expect to extend our serviceable addressable market by introducing new features and functionality that enhance
the capabilities of our systems and inks, and enable our systems to print on new types of media. We plan to accomplish these goals by investing in our
direct sales force, developing new applications for our systems, introducing new solutions, and growing our relationships with channel partners.
A. Operating Results
The information contained in this section should be read in conjunction with our audited financial statements for the years ended December 31,
2021, 2022 and 2023 and related notes and the information contained in “ITEM 18. Financial Statements”. Our financial statements have been prepared
in accordance with US GAAP.
38
Components of Statement of Operations
Revenues
Systems, Ink and Other Consumables, Value Added Services
We generate revenues from the sale of our systems, ink and other consumables, and services, including software subscriptions and transaction-
based revenues. Our growing installed base generates recurring revenues from ink and other consumables sales. We do not, however, consider period-to-
period changes in our total installed base to be a helpful metric in assessing our performance because we sell a number of different systems that have
significantly different throughput characteristics and average selling prices. Our installed base does not, therefore, serve to indicate revenues from future
systems sales, however, because we have not experienced material changes in the prices at which we sell ink and other consumables, we believe the amount
of the increase in revenues from ink and other consumables generated each period from our growing installed base is a key measure of success for our
recurring revenues strategy.
We generate the services portion of our revenues from the provision of post-warranty service contracts, spare parts to our distributors and
customers, system upgrades, time and material-based services, software subscriptions and transaction-based revenues.
We have historically sold our products directly and through independent distributors who resell them to customers. Sales by our distributors
accounted for approximately 19% and 13% of our revenues during 2022 and 2023, respectively.
We recognize revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers”. As such, we recognize revenue under the
core principle that transfer of control to our customers should be depicted in an amount reflecting the consideration we expect to receive in revenue.
Therefore, we identify a contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the
transaction price to each performance obligation in the contract and recognize revenues when, or as, we satisfy a performance obligation.
We periodically provide customer incentive programs, including product discounts, volume-based rebates, and warrants, which are accounted for
as variable consideration that is deducted from revenue in the period in which the revenue is recognized. These reductions to revenue are made based upon
reasonable and reliable estimates that are determined by historical experience and the specific terms and conditions of the incentive.
Our business is seasonal. Either the third or fourth quarter has historically been our strongest quarter in terms of revenues, and the first quarter has
been our weakest. This seasonality coincides with spending in anticipation of the holidays towards the end of the year, especially in the United States and
Europe. Since sales of ink and other consumables generate higher gross margins than systems sales, gross margin in the third or fourth quarter tends to be
higher than gross margin in the first quarter, when our customers typically reduce their system utilization rates significantly, and therefore purchase less ink
and other consumables.
See “-Critical Accounting Policies-Revenue Recognition”.
Geographic Breakdown of Revenues
The following table sets forth the geographic breakdown of revenues from sales to customers located in the regions indicated below for the periods
indicated:
U.S.
EMEA
Asia Pacific
Other
Total revenues
2021
2022
2023
$
%
$
%
$
%
(in thousands except percentages)
$
$
211,294
78,686
23,341
8,685
322,006
65.6% $
24.4
7.2
2.8
100% $
39
138,515
93,243
24,396
15,364
271,518
51.0% $
34.3
9.0
5.7
100% $
123,550
60,706
22,006
13,524
219,786
56.2%
27.6
10.0
6.2
100%
The change in the revenues by geographic region set forth in the above table reflects the general trends for our revenues for 2023 compared to
2022, as described below under “Comparison of the Years Ended December 31, 2023 and 2022—Revenues”.
Shipping and handling
Shipping and handling fees that are charged to our customers are recognized as revenue in the period shipped and the related costs for providing
these services are recorded as a cost of revenues.
Cost of Revenues and Gross Profit
Cost of revenues consists primarily of payments to the third-party contract manufacturers who assemble our systems and who are responsible for
ordering most of the components for those systems. Cost of revenues also includes components for our systems for which we are responsible, such as print
heads, as well as raw materials for ink and other consumables. Cost of revenues includes personnel expenses, such as operation and supply chain
employees, and related overhead for the manufacturing of our systems, as well as expenses for service personnel involved in the installation and support of
our systems, shipping and handling fees, amortization of intangible assets, and overhead for the manufacturing process of ink and other consumables.
Gross profit is revenues less cost of revenues. Gross margin is gross profit expressed as a percentage of total revenues. Our gross margin has
historically fluctuated from period to period as a result of changes in the mix of the systems that we sell and the amount of revenues that we derive from ink
and other consumables versus systems. In general, we generate higher gross margins from our high throughput systems compared with entry level systems.
In addition, customers that purchase our high throughput systems generally use larger quantities of ink and other consumables, which generate higher
margins than sales of systems.
We currently offer maintenance and support for all our systems sold in the United States. We seek to increase the number of customers that rely on
us to provide maintenance and support for their systems by expanding our maintenance and support capabilities. In addition to driving gross margin
improvement, we believe this provides us with an opportunity to work directly with customers with the goal of reducing system down-time, educating
customers on how to optimally use our systems to drive increased utilization and growth in impressions printed, expanding the variety of print applications,
as well as increasing sales of post-warranty service contracts and other professional application development services. We are seeking to generate increased
revenues from our services offering, including increasing sales of post-warranty service contracts, selling upgrade kits, and providing other professional
services, to leverage the fixed cost component associated with our service organization and increase the contribution margin.
Operating Expenses
Our operating expenses are classified into three categories: research and development expenses, net, sales and marketing expenses, and general
and administrative expenses. For each category, the largest component is generally personnel costs, consisting of salaries and related personnel expenses,
including share-based compensation expenses. Operating expenses also include allocated overhead costs for facilities, including rent payments under our
facility leases.
Research and Development Expenses, net. The largest component of our research and development expenses, net of government grants, is salaries
and related personnel expenses for our research and development employees. Research and development expenses also include, purchases of laboratory
supplies; expenses related to beta testing of our systems; amortization of intangible assets; and allocated overhead costs for facilities, including rent
payments under our facilities leases. We record all research and development expenses as they are incurred, except for development expenses, which are
capitalized in accordance with ASC 350-40. Our current research and development efforts are primarily focused on our next generation of DTF and DTG
systems. We are also investing in the development of new ink formulas for our new systems, in order to expand the range of fabrics on which we can print
and improve color quality and diversification of our high-resolution images and designs. We are improving our software solutions to simplify workflows in
the printing process, by offering a complete solution from web order intake through graphic job preparation and execution.
40
Sales and Marketing Expenses. The largest component of our sales and marketing expenses is salaries and related personnel expenses for our
marketing, sales and other sales-support employees. Sales and marketing expenses also include trade shows, other advertising and promotions, including
distributor open houses and media advertising; sales-based commissions, allowance for credit loss and allocated overhead costs for facilities, including rent
payments under our facilities leases. We market our solutions using a combination of internal marketing professionals and our network of channel partners.
General and Administrative Expenses. The largest component of our general and administrative expenses is salaries and related personnel
expenses for our executive officers, financial staff, information technology staff, and human resources staff. General and administrative costs also include
fees for accounting and legal services, insurance and costs for facilities, including rent payments under our facilities leases, partially allocated to other
departments.
Finance Income, Net
Finance income, net consists of interest income and foreign currency exchange gains or losses. Foreign currency exchange changes reflect gains or
losses related to changes in the value of our non-U.S. dollar denominated financial assets, primarily cash and cash equivalents, and trade payables and
receivables. As of December 31, 2023, we did not have any indebtedness for borrowed amounts. Interest income consists of interest earned on our cash,
cash equivalents, short-term bank deposits and marketable securities, offset by amortization of premium on marketable securities. We expect interest
income to vary depending on our average investment balances and market interest rates during each reporting period.
Taxes on Income
The corporate tax rate in Israel has been 23% for 2018 and all subsequent years. However, as discussed in greater detail below under “Taxation
and Israeli Government Programs Applicable To Our Company - Israeli Tax Considerations and Government Programs,” we and our wholly owned Israeli
subsidiary, Kornit Digital Technologies Ltd., which we refer to as Kornit Technologies, are entitled to various tax benefits under the Israeli Law for the
Encouragement of Capital Investments, 1959, or the Investment Law.
We consolidate the two separate results of our Israeli operations only for tax purposes such that net operating loss carryforwards of Kornit
Technologies generated from 2014 onwards can be used to offset our taxable income. Kornit Technologies currently has enough carryforward net operating
losses to offset our taxable income.
Beginning in January 2019, and with respect to its taxable results from 2019 onwards, our Israeli subsidiary further elected to apply the terms of
the Investments Law as per its “Preferred Technological Enterprise,” or PTE, status. In each of 2021, 2022, and 2023, our effective tax rate was the blended
rate of our Israeli tax and those of our non-Israeli subsidiaries in their respective jurisdictions of organization.
Comparison of Period-to-Period Results of Operations
We provide in this section data, as well as discussion and analysis, with respect to our results of operations for the last two years. While our
statements of operations in Item 18 of this annual report cover each of the three years ended December 31, 2021, 2022, and 2023, the data, and discussion
and analysis, in this Item 5.A do not address the year ended December 31, 2021, or a comparison of our results for that year to our results for the year
ended December 31, 2022. In order to view that data, and discussion and analysis, please see “ITEM 5. Operating and Financial Review and Prospects - A.
Operating Results - Comparison of Period-to-Period Results of Operations - Comparison of the Years Ended December 31, 2021 and 2022” in our Annual
Report on Form 20-F for the year ended December 31, 2022, which we filed with the SEC on March 30, 2023.
41
Comparison of the Years Ended December 31, 2022 and 2023
The following tables present a comparison of the various components of our results of operations for the years ended December 31, 2022 and
2023, both in absolute amounts and as a percentage of our revenues in those respective years.
Revenues
Products
Services
Total revenues
Cost of revenues
Products
Services
Total cost of revenues
Gross profit
Operating expenses:
Research and development, net
Sales and marketing
General and administrative
Total operating expenses
Operating loss
Financial income, net
Loss before taxes on income
Taxes on income
Net loss
Revenues
Products
Services
Total revenues
Cost of revenues
Products
Services
Total cost of revenues
Gross profit
Operating expenses:
Research and development, net
Sales and marketing
General and administrative
Total operating expenses
Operating loss
Finance income, net
Loss before taxes on income
Taxes on income
Net loss
Year Ended December 31,
2022
2023
(in thousands)
$
$
222,502 $
49,016
271,518
125,935
49,083
175,018
96,500
56,026
71,067
39,289
166,382
(69,882)
13,382
(56,500)
22,565
(79,065) $
161,045
58,741
219,786
91,516
61,313
152,829
66,957
50,060
66,836
37,592
154,488
(87,531)
24,150
(63,381)
970
(64,351)
Year Ended December 31,
2022
2023
(as a % of revenues)
81.9%
18.1
100
46.4
18.1
64.5
35.5
20.6
26.2
14.5
61.3
(25.8)
5.0
(20.8)
8.3
(29.1)%
73.3%
26.7
100
41.6
27.9
69.5
30.5
22.8
30.4
17.1
70.3
(39.8)
11.0
(28.8)
0.4
(29.2)%
42
Revenues
Revenues decreased by $51.7 million, or 19.1%, to $219.8 million in 2023 from $271.5 million in 2022, which is net of $22.5 million and $13.8
million, in 2022 and 2023, respectively, in fair value of the warrants associated with revenues recognized from Amazon. The decline in revenues was
primarily driven by a 59% decrease in systems revenues to $49 in 2023 from $119.1 million in 2022, offset in part by (i) a 8% increase in ink and other
consumables revenues to $112 million in 2023 from $103.4 million in 2022 and (ii) a 20% increase in service revenues to $58.7 million in 2023 from $49.0
million in 2022. The $70.1 million decrease in systems revenues was attributable to macro-related headwinds and other pressures, which continue to impact
customers’ systems purchasing decisions. The $8.6 million increase in ink and other consumables revenues was due to a larger installed base, partially
offset by a transition in our installed base to HD technology, which consumes a lower amount of ink and other consumables on a relative basis. The
increase in our service revenues was due mainly to sales of spare parts and service contracts on a larger installed base, as well as an increase in system
upgrades.
Cost of Revenues and Gross Profit
Cost of revenues decreased by $22.2 million, or 12.7%, to $152.8 million in 2023 from $175.0 million in 2022. Gross profit decreased by $29.5
million, or 30.6%, to $67 million in 2023 from $96.5 million in 2022. Gross margin decreased to 30.5% in 2023 compared with 35.5% in 2022. The
reduced gross profit and gross margin reflect significantly lower year-over-year systems revenues, particularly when compared with our fixed costs and
infrastructure, which are designed to be profitable at a materially higher revenue run rate, as well as the higher inventory write-offs in 2023 compared with
2022.
Operating Expenses
Year Ended December 31,
Amount
2022
% of Revenues
Amount
2023
% of Revenues
Change
Amount
%
($ in thousands)
Operating expenses:
Research and development, net
Sales and marketing
General and administrative
Total operating expenses
$
$
56,026
71,067
39,289
166,382
20.6% $
26.2
14.5
61.3% $
50,060
66,836
37,592
154,488
22.8% $
30.4
17.1
70.3% $
(5,966)
(4,231)
(1,697)
(11,894)
(10.6)%
(6.0)
(4.3)
(7.1)%
Research and Development, net. Research and development, or R&D, expenses, net of government grants, decreased by 10.6% in 2023 compared
with 2022. The decrease in net R&D expenses was due primarily to reduction in work force, as well as lower materials used in development processes,
compared with 2022. As a percentage of total revenues, our R&D expenses increased to 22.8% in 2023 from 20.6% in 2022.
Sales and Marketing. Sales and marketing expenses decreased by 6.0% in 2023 compared with 2022. This decrease was due primarily to reduction
in the average number of employees, as well as lower spending on events and other marketing activities, partly offset by an increase in allowance for credit
loss. As a percentage of total revenues, our sales and marketing expenses increased to 30.4% in 2023 from 26.2% in 2022.
General and Administrative. General and administrative expenses decreased by 4.3% in 2023 compared with 2022. This was due primarily to the
reduction in personnel and a decrease in information technology expenses due to the ERP implementation in 2022. As a percentage of total revenues, our
general and administrative expenses increased to 17.1% in 2023 from 14.5% in 2022.
Finance Income, Net
Finance income, net, totaled $24.2 million in 2023 compared with $13.4 million in 2022. The $10.8 million increase was due primarily to interest
income on bank deposits and interest income on marketable securities.
43
Taxes on Income
Taxes on income amounted to $1.0 million in 2023, compared with $22.6 million in 2022. The change was due mainly to (i) the payment of
approximately $11.5 million to the Israeli Tax Authority for trapped profits from prior years at a steeply discounted rate recorded in 2022, and (ii) the
valuation allowance recorded in 2022 against deferred tax assets. In assessing the ability to realize deferred tax assets, we consider whether it is more likely
than not that some portion or all of the deferred tax assets will not be realized. Based on the available evidence, we believe that it is more likely than not
that the deferred tax assets will not be realized and, accordingly, a valuation allowance has been provided. For more information, please see Note 14(h) to
our consolidated financial statements that appear in Item 18 of this Annual Report.
For more information concerning our income tax expenses, please see the risk factor in Item 3.D above that begins “We may be subject to
additional tax liabilities in the future as a result of audits of our tax returns.”
Taxation and Israeli Government Programs Applicable to Our Company
Israeli Tax Considerations and Government Programs
The following is a brief summary of the material Israeli tax laws applicable to us, and certain Israeli Government programs that benefit us.
General Corporate Tax Structure in Israel
Israeli companies are generally subject to corporate tax on their taxable income. Since 2018, the corporate tax rate has been 23%. However, the
effective tax rate payable by a company that derives income from an Approved Enterprise, a Benefited Enterprise, a Preferred Enterprise, a Special
Preferred Enterprise, a Preferred Technology Enterprise or Special Preferred Technology Enterprise (as discussed below) may be considerably less. Capital
gains derived by an Israeli company are generally subject to the prevailing corporate tax rate.
Law for the Encouragement of Industry (Taxes), 5729-1969
The Law for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax
benefits for “Industrial Companies”. The Israeli companies are an “Industrial Company” as defined by the Israeli Law for the Encouragement of Industry
(Taxation), 1969.
The Industry Encouragement Law defines an “Industrial Company” as a company resident in Israel, which was incorporated in Israel and of which
90% or more of its income in any tax year, other than income from certain government loans, is derived from an “Industrial Enterprise” located in Israel or
in the “Area”, in accordance with the definition under section 3A of the Israeli Income Tax Ordinance (New Version) 1961, or the Ordinance, and owned
by it. An “Industrial Enterprise” is defined as an enterprise which is held by an Industrial Company whose principal activity in any given tax year is
industrial production.
The following tax benefits, among others, are available to Industrial Companies:
● amortization of the cost of purchased know-how, patents and rights to use a patent or know-how that were purchased in good faith and are
used for the development or promotion of the Industrial Enterprise, over an eight-year period commencing on the year in which such rights
were first exercised;
● under limited conditions, an election to file consolidated tax returns with related Israeli Industrial Companies controlled by it; and
● expenses related to a public offering are deductible in equal amounts over three years, commencing in the year of the offering.
Eligibility for benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority.
44
There can be no assurance that we will continue to qualify as an Industrial Company or that the benefits described above will be available in the
future.
Law for the Encouragement of Capital Investments, 5719-1959
The Law for the Encouragement of Capital Investments, 5719-1959, generally referred to as the Investment Law, provides certain incentives for
capital investments in production facilities (or other eligible assets) by “Industrial Enterprises” (as defined under the Investment Law).
The Investment Law has been amended several times over the recent years, with the three most significant changes effective as of April 1, 2005,
or the 2005 Amendment, as of January 1, 2011, or the 2011 Amendment and as of January 1, 2017, or the 2017 Amendment. Pursuant to the 2005
Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force but
any benefits granted subsequently are subject to the provisions of the 2005 Amendment. Similarly, the 2011 Amendment introduced new benefits to replace
those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment. However, companies entitled to benefits
under the Investment Law as in effect prior to January 1, 2011 were entitled to choose to continue to enjoy such benefits, provided that certain conditions
are met, or elect instead, irrevocably, to forego such benefits and have the benefits of the 2011 Amendment apply. We have examined the possible effect of
these provisions of the 2011 Amendment on our financial statements and have decided not to opt to apply the new benefits under the 2011 Amendment and
the 2017 Amendment for our company, and for our Israeli subsidiary we elected to apply the benefit under the 2011 Amendment. The 2017 Amendment
introduces new benefits for Technological Enterprises, alongside the existing tax benefits.
The following discussion is a summary of the Investment Law following its most recent amendments:
Tax Benefits Subsequent to the 2005 Amendment
The 2005 Amendment applies to new investment programs and investment programs commencing after 2004, but does not apply to investment
programs approved prior to April 1, 2005, referred to as Approved Enterprises. The 2005 Amendment provides that terms and benefits included in any
certificate of approval that was granted before the 2005 Amendment became effective (April 1, 2005) will remain subject to the provisions of the
Investment Law as in effect on the date of such approval. Pursuant to the 2005 Amendment, the Israeli Authority for Investments and Development of the
Industry and Economy, or the Investment Center, will continue to grant Approved Enterprise status to qualifying investments. The 2005 Amendment,
however, limits the scope of enterprises that may be approved by the Investment Center by setting criteria for the approval of a facility as an Approved
Enterprise.
The 2005 Amendment provides that Approved Enterprise status will only be necessary for receiving cash grants. As a result, it was no longer
necessary for a company to obtain the advance approval of the Investment Center in order to receive the tax benefits previously available under the
alternative benefits track. Instead, a company may claim the tax benefits offered by the Investment Law directly in its tax returns, provided that its facilities
meet the criteria for tax benefits set forth in the 2005 Amendment. Companies or programs under the new provisions receiving these tax benefits are
referred to as Benefited Enterprises. A company that has a Benefited Enterprise may, at its discretion, approach the Israel Tax
Authority for a pre-ruling confirming that it is in compliance with the provisions of the Investment Law, as amended.
Tax benefits are available under the 2005 Amendment to production facilities (or other eligible facilities) which are generally required to derive
25% or more of their business income from export to specific markets with a population of at least 14 million in 2012 (such export criteria will further be
increased in the future by 1.4% per annum). In order to receive the tax benefits, the 2005 Amendment states that a company must make an investment
which meets certain conditions set forth in the amendment for tax benefits, including exceeding a minimum investment amount specified in the Investment
Law. Such investment entitles a company to receive a “Benefited Enterprise” status with respect to the investment, and may be made over a period of no
more than three years ending in the year in which the company requested to have the tax benefits apply to its Benefited Enterprise. Where a company
requests to have the tax benefits apply to an expansion of existing facilities, only the expansion will be considered to be a Benefited Enterprise and the
company’s effective tax rate will be the weighted average of the applicable rates. In such case, the minimum investment required in order to qualify as a
Benefited Enterprise must exceed a certain percentage of the value of the company’s production assets before the expansion.
The extent of the tax benefits available under the 2005 Amendment to qualifying income of a Benefited Enterprise depends on, among other
things, the geographic location within Israel of the Benefited Enterprise. The location will also determine the period for which tax benefits are available.
Such tax benefits include an exemption from corporate tax on undistributed income for a period of between two to ten years, depending on the geographic
location of the Benefited Enterprise within Israel, and a reduced corporate tax rate of between 10% to 25% for the remainder of the benefits period,
depending on the level of foreign investment in the company in each year. The benefits period is limited to 12 years from the year the company first chose
to have the tax benefits apply.
45
A company qualifying for tax benefits under the 2005 Amendment which pays a dividend out of income derived by its Benefited Enterprise during
the tax exemption period will be subject to deferred corporate tax in respect of the gross amount of the dividend distributed (grossed-up to reflect the pre-
tax income that it would have had to earn in order to distribute the dividend) at the corporate tax rate which would have otherwise been applicable.
Dividends paid to Israeli shareholders out of income attributed to a Benefited Enterprise (or out of dividends received from a company whose income is
attributed to a Benefited Enterprise) are generally subject to withholding tax at source at the rate of 15% (in the case of non-Israeli shareholders - subject to
the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate, 15%, or such lower rate as may be provided in an applicable tax
treaty). The reduced rate of 15% is limited to dividends and distributions out of income derived during the benefits period and actually paid at any time up
to 12 years thereafter. After this period, the withholding tax is applied at a rate of up to 30%, or at a lower rate under an applicable tax treaty (subject to the
receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate). In the case of a Foreign Investors’ Company (as such term is defined
in the Investment Law), the 12-year limitation on reduced withholding tax on dividends does not apply.
During the years 2010 to 2019, we were entitled to a tax exemption for undistributed income (“Trapped Profits”) and a reduced tax rate under the
Benefited Enterprise programs under the Investment Law. Our company enjoyed these tax benefits until 2019. On November 15, 2021, a new amendment
of the Investment Law was enacted harshening the rules with respect to determining the profits from which a dividend was distributed and providing that
part of any dividend distribution will be deemed as distributed from the Trapped Profits, according to a certain formula. The Israeli government agreed to
grant a relief of 30%-60% on the amount of tax which should have been paid on distributable earnings in order to encourage companies to pay the reduced
taxes during the next 12 months (the “Temporary Order”). In November 2022, we applied the Temporary Order to our exempt profits accrued prior to 2022.
Tax Benefits under the 2011 Amendment
The 2011 Amendment canceled the availability of the benefits granted to companies in accordance with the provisions of the Investment Law
prior to 2011 and, instead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” (as such terms are
defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes an industrial company that was incorporated in
Israel, which is not wholly owned by a governmental entity, and which has, among other things, Preferred Enterprise status and is controlled and managed
from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate flat tax rate of 15% with respect to its preferred
income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located in a certain development zone, in which case the rate
will be 10%. Such corporate tax rate was reduced to 12.5% and 7%, respectively, in 2013 and increased to 16% and 9%, respectively, in 2014 and through
2016. Pursuant to the 2017 Amendment, in 2017 and thereafter, the corporate tax rate for a Preferred Enterprise which is located in a specified development
zone was decreased to 7.5%, while the reduced corporate tax rate for other development zones remains 16%. Income derived by a Preferred Company from
a ’Special Preferred Enterprise’ (as such term is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced
tax rates of 8%, or to 5% if the Special Preferred Enterprise is located in a certain development zone. As of January 1, 2017, the definition of “Special
Preferred Enterprise” includes less stringent conditions.
The tax benefits under the 2011 Amendment also include accelerated depreciation and amortization for tax purposes.
Dividends paid to Israeli shareholders out of preferred income attributed to a Preferred Enterprise or to a Special Preferred Enterprise are generally
subject to withholding tax at source at the rate of 20% (in the case of non-Israeli shareholders - subject to the receipt in advance of a valid certificate from
the ITA allowing for a reduced tax rate, 20% or such lower rate as may be provided in an applicable tax treaty). However, if such dividends are paid to an
Israeli company, no tax is required to be withheld (although, if subsequently distributed to individuals or a non-Israeli company, withholding of 20% or
such lower rate as may be provided in an applicable tax treaty will apply).
46
The 2011 Amendment also provided transitional provisions to address companies already enjoying existing tax benefits under the Investment Law.
These transitional provisions provide, among other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as
amended in 2011 with respect to income to be derived as of January 1, 2011: (i) the terms and benefits included in any certificate of approval that was
granted to an Approved Enterprise which chose to receive grants and certain tax benefits before the 2011 Amendment became effective will remain subject
to the provisions of the Investment Law as in effect on the date of such approval, and subject to certain conditions; (ii) terms and benefits included in any
certificate of approval that was granted to an Approved Enterprise which had participated in an alternative benefits track before the 2011 Amendment
became effective will remain subject to the provisions of the Investment Law as in effect on the date of such approval, provided that certain conditions are
met; and (iii) a Benefited Enterprise can elect to continue to benefit from the benefits provided to it before the 2011 Amendment came into effect, provided
that certain conditions are met. Kornit Technologies has filed a notification that it wishes to apply the new benefits under the 2011 Amendment.
New Tax benefits under the 2017 Amendment that became effective on January 1, 2017.
The 2017 Amendment provides new tax benefits for two types of “Technology Enterprises”, as described below, and is in addition to the other
existing tax beneficial programs under the Investment Law.
The 2017 Amendment provides that a technology company satisfying certain conditions will qualify as a Preferred Technology Enterprise and will
thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technology Income”, as defined in the Investment Law. The tax
rate is further reduced to 7.5% for a Preferred Technology Enterprise located in development zone “A”. These corporate tax rates shall apply only with
respect to the portion of the Preferred Technology Income derived from R&D developed in Israel. In addition, a Preferred Technology Company will enjoy
a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible Assets” (as defined in the Investment Law) to a
related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million,
and the sale receives prior approval from the National Authority for Technological Innovation (previously known as the Israeli Office of the Chief
Scientist), referred to as the Israel Innovation Authority (“IIA”) .
The 2017 Amendment further provides that a technology company satisfying certain conditions will qualify as a “Special Preferred Technology
Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technology Income” regardless of the company’s geographic location
within Israel. In addition, a Special Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of
certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either developed by the Special Preferred
Technology Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from the IIA. A Special
Preferred Technology Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these
benefits for at least ten years, subject to certain approvals as specified in the Investment Law.
Dividends distributed to Israeli shareholders by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise, paid out of
Preferred Technology Income, are generally subject to withholding tax at source at the rate of 20% (in the case of non-Israeli shareholders - subject to the
receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate, 20%, or such lower rate as may be provided in an applicable tax
treaty). However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if such dividends are subsequently
distributed from such Israeli company to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower rate as may be provided in an
applicable tax treaty will apply). If such dividends are distributed to a foreign parent company holding, solely or together with another foreign company, at
least 90% of the shares of the distributing company and other conditions are met, the withholding tax rate will be 4% (or a lower rate under a tax treaty, if
applicable, subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate).
We believe that we and our Israeli subsidiary meet the conditions for “Preferred Technological Enterprises”, and accordingly are eligible for the
tax rate of 12% on income that qualifies as “Preferred Technology Income”, as defined in the Law. The tax rate for Preferred Technological Enterprises
located in development zone A is 7.5%.
From time to time, the Israeli Government has discussed reducing the benefits available to companies under the Investment Law. The termination
or substantial reduction of any of the benefits available under the Investment Law could materially increase our tax liabilities.
47
B. Liquidity and Capital Resources
As of December 31, 2023, we had $39.6 million in cash and cash equivalents, $235.6 million in short term deposits and $280.5 million in
marketable securities, which, in the aggregate, total $555.7 million.
Our cash requirements have principally been for working capital, capital expenditures and acquisitions, and in 2023, our cash was used also for
repurchasing of our shares. Historically, we have funded our working capital requirements, primarily for inventory and accounts receivable, and capital
expenditures from cash flows provided by our operating activities, investments in our equity securities and cash and cash equivalents on hand. We have
funded our acquisitions from the proceeds of our April 2015 initial public offering and cash on hand. In 2022, our capital expenditures primarily related to
Tesoma acquisition and leasehold improvements, whereas in 2021, our capital expenditures primarily related to the completion of construction of our
manufacturing facility for our ink and other consumables in Kiryat Gat, Israel. In addition to investments in this facility, our capital investments have
included improvements and expansion of our worldwide locations and corporate facilities to support our growth and investment and improvements in our
information technology.
In 2021 and 2022, we acquired Voxel8 and Tesoma for cash consideration of $15.0 million and 15.4 million Euros, respectively. We will continue
to actively seek strategic acquisitions that may require investments of cash. We believe that our current cash reserves will suffice for any such acquisitions,
although there can be no assurance that we will not need to seek additional equity or debt financing in order to cover the cost of such potential acquisitions.
The most significant elements of our working capital requirements are for inventory, accounts receivable and trade payables. We partially fund the
procurement of the components of our systems that are assembled by our third-party manufacturers. Our inventory strategy includes maintaining inventory
of systems and inks and other consumables at levels that we expect to sell during the successive three-month period based on anticipated customer demand.
Our accounts receivable increased in 2023 primarily due to selectively extending payment terms to qualified customers. Our trade payables decreased in
2023 mainly due to lower materials purchases associated with reduced systems sales throughout the year.
Based on our current business plans, we believe that our cash flows from operating activities and our existing cash resources will be sufficient to
fund our projected cash requirements for at least the next 12 months without drawing on our lines of credit or using significant amounts of the net proceeds
from our initial public offering or our follow-on offerings. Our future capital requirements will depend on many factors, including our rate of revenue
growth, the timing and extent of spending to support product development efforts, the expansion of our sales and marketing activities, the timing of
introductions of new solutions and the continuing market acceptance of our solutions, as well as other business development efforts.
We provide below a summary of our consolidated statement of cash flows for the last two years. While our statements of cash flows in Item 18 of
this annual report include cash flow data for each of the three years ended December 31, 2021, 2022, and 2023, the data and discussion contained in this
Item 5.B is limited to a comparison of our liquidity and capital resources- including cash flows- for the years ended December 31, 2022 and 2023. For a
discussion of our cash flows for the year ended December 31, 2021, and a comparison of those cash flows with those for the year ended December 31,
2022, please see “Item 5. Operating and Financial Review and Prospects-B. Liquidity and Capital Resources” in our Annual Report on Form 20-F for the
year ended December 31, 2022, which we filed with the SEC on March 30, 2023.
The following table presents the major components of net cash flows for our last two fiscal years:
Net cash used in operating activities
Net cash provided by (used in) investing activities
Net cash used in financing activities
48
Year Ended December 31,
2022
2023
$
(in thousands)
(99,347) $
(407,275)
(332)
(34,682)
26,212
(56,522)
Net Cash Provided by (Used in) Operating Activities
Year Ended December 31, 2023
Net cash used in operating activities in the year ended December 31, 2023 was $34.7 million.
Net cash used in operating activities in 2023 reflects a net loss of $64.4 million and the elimination of non-cash expense line items, such as share-
based compensation expenses of $22.6 million, restructuring expenses of $19.1 million, depreciation and amortization of $14.7 million and the fair value of
warrants deducted from revenues of $13.8 million. These adjustments were offset by the elimination of certain non-cash changes to our operating assets
and liabilities, which, when eliminated, had a net impact of increasing the cash used in our operating activities, including an increase of accounts
receivables of $19.2 million, a decrease in accrued expenses and other liabilities of $10.5 million and a decrease in trade payables of $6.5 million, partially
offset by an increase in inventory of $11.0 million.
The increase in accounts receivables reflects a higher portion of receivables with extended payment terms, with DSO increasing to 155 days for
the year ended December 31, 2023, compared with 91 days for the year ended December 31, 2022.
The decrease in accrued expenses and other liabilities, as well as in trade payables, and the increase in inventory, were due primarily to lower
business activities, including reduced systems sales throughout the year.
Year Ended December 31, 2022
Net cash used in operating activities in the year ended December 31, 2022 was $99.3 million.
Net cash used in operating activities in 2022 reflects a net loss of $79.1 million and the elimination of non-cash expense line items, such as share
based compensation expenses of $22.6 million, the fair value of warrants deducted from revenues of $22.5 million, and depreciation and amortization of
$13.6 million. These adjustments were offset, in part, by the elimination of certain non-cash changes to our operating assets and liabilities, which, when
eliminated, had a net impact of increasing the cash used in our operating activities, including an increase of accounts receivables of $15.9 million, an
increase of inventory of $29.0 million and a decrease in trade payables of $26.9 million.
The increase in accounts receivables reflects a higher portion of receivables with extended payment terms, with DSO increasing to 91 days for the
year ended December 31, 2022, compared with 56 days for the year ended December 31, 2021.
The increase in inventory was due primarily to higher levels of systems inventory, print heads and the Tesoma acquisition.
The decrease in trade payables was due to lower materials purchases associated with reduced systems sales throughout the year, as well as
payments made in advance of cutting over to a new ERP system, which we successfully transitioned to in January 2023.
Net Cash Provided by (Used in) Investing Activities
Year Ended December 31, 2023
Net cash provided by investing activities in the year ended December 31, 2023, was $26.2 million. Net cash provided by investing activities for
the year ended December 31, 2023, was primarily attributable to proceeds from short-term bank deposits and marketable securities of $67.2 million, offset,
by purchase of property, plant and equipment of $7.0 million and $34.0 million investments in marketable securities.
Year Ended December 31, 2022
Net cash used in investing activities was $407.3 million for the year ended December 31, 2022, which was primarily attributable to investments in
marketable securities and bank deposits of $403.4 million, purchase of property, plant and equipment of $18.0 million, and $14.7 million of cash paid in
connection with acquisitions, offset, in part, by $29.8 million of proceeds from the sale and maturity of marketable securities.
49
Net Cash Provided by (Used in) Financing Activities
Year Ended December 31, 2023
Net cash used in financing activities was $56.5 million for the year ended December 31, 2023, which was primarily attributable to the repurchase
of ordinary shares of $55.8 million and payments related to shares withheld for taxes of $1 million.
Year Ended December 31, 2022
Net cash used in financing activities was $0.3 million for the year ended December 31, 2022, which was primarily attributable to payments related
to shares withheld for taxes, offset, in part, by proceeds from exercise of employee stock options.
C. Research and development, patents and licenses, etc.
For a description of our research and development programs and the amounts that we have incurred over the last three years pursuant to those
programs, please see “ITEM 5. Operating and Financial Review and Prospects- A. Operating Results- Components of Statement of Operations- Operating
Expenses- Research and Development Expenses, net” and “ITEM 5. Operating and Financial Review and Prospects- A. Operating Results- Comparison of
Period to Period Results of Operations- Comparison of the Years Ended December 31, 2022 and 2023— Operating Expenses-— Research and
Development, net” and the corresponding portions of our Annual Report on Form 20-F for the year ended December 31, 2022, which we filed with the
SEC on March 30, 2023.
D. Trend Information
Our results of operations and financial condition may be affected by various trends and factors discussed in “ITEM 3.D Risk Factors,” including
“If the market for digital textile printing does not develop as we anticipate, our sales may not grow as quickly as expected and our share price could
decline”, and “Macro-economic headwinds caused by inflation, rising interest rates and global supply problems have been adversely impacting our
revenues, profitability and cash flows, and may continue to do so”, and in “ITEM 4.B Business Overview-Industry Overview.” Additional trends that
could potentially impact our results of operations and financial condition include changes in political, military or economic conditions in Israel and in the
Middle East, and any potential cyber attack on our IT systems, which we believe could have a material effect on our results of operations, liquidity, or
financial condition or could cause our reported financial information not to be necessarily indicative of future operating results or financial condition.
E. Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP).
These accounting principles are more fully described in Note 2 to our consolidated financial statements included elsewhere in this annual report and require
us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable
based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions
can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses
during the periods presented. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our
financial statements will be affected. We believe that the accounting policies discussed below are critical to our financial results and to the understanding of
our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an
accounting estimate to be critical if: (1) it requires us to make assumptions because information was not available at the time, or it included matters that
were highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact on our financial condition or
results of operations.
We believe that the following significant accounting policies are the basis for the most significant judgments and estimates used in the preparation
of our consolidated financial statements.
50
Revenue Recognition
We generate revenues from sales of systems, consumables and services. We generate revenues from sale of our products directly to end-users and
indirectly through independent distributors, all of whom are considered end-users. We recognize revenue under the core principle that transfer of control to
our customers should be depicted in an amount reflecting the consideration we expect to receive in revenue. Therefore, we identify a contract with a
customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to each performance obligation
in the contract, and recognize revenues when, or as, we satisfy a performance obligation.
Revenues from products, which consist of systems and consumables, are recognized at the point in time when control has transferred, in
accordance with the agreed-upon delivery terms.
Revenues from services are derived mainly from the sale of print heads, spare parts, upgrade kits, software subscription and service contracts. Our
print heads, spare parts and upgrade kits revenues (collectively “Spare parts”) are recognized at the point in time when control has transferred, in
accordance with the agreed-upon delivery terms. Service contracts and software subscriptions are recognized over time, on a straight-line basis, over the
period of the service.
For multiple performance obligations arrangements, such as selling a system with a service contract, installation and training, we account for each
performance obligation separately, as it is distinct. The transaction price is allocated to each distinct performance obligation on a relative stand-alone
selling price, or SSP, basis, and revenue is recognized for each performance obligation when control has passed, or service has been rendered. In most
cases, we are able to establish SSP based on the observable prices of services sold separately in comparable circumstances to similar customers and for
products based on our best estimates of the price at which we would have sold the product regularly on a stand-alone basis. We reassess the SSP on a
periodic basis or when facts and circumstances change.
We do not account for training and installation as a separate performance obligation due to its immateriality in the context of our contracts.
Accordingly, revenues from training and installation are recognized upon the delivery of our systems.
We periodically provide customer incentive programs in the form of product discounts, volume-based rebates and warrants, which are accounted
for as variable consideration that are deducted from revenue in the period in which the revenue is recognized. These reductions to revenue are made based
upon reasonable and reliable estimates that are determined according to historical experience and the specific terms and conditions of the incentive.
In cases in which old systems are traded in as part of sales of new systems, the fair value of the old systems is recorded as inventory, provided that
such value can be recoverable.
Inventories
Inventories are measured at the lower of cost or net realizable value. Cost is first-in, first-out cost basis. Inventory costs consist of material, direct
labor and overhead. We periodically assess inventory for obsolescence and excess and reduce the carrying value by an amount equal to the difference
between its cost and the estimated net realizable value based on assumptions about future demand and historical sales patterns. This valuation requires us to
make judgments, based on currently available information, about the likely method of disposition, such as through sales and expected recoverable values of
each disposition category. These assumptions about future disposition of inventory are inherently uncertain and changes in our estimates and assumptions
may cause us to realize material write-downs in the future.
As of December 31, 2023, we had $67.7 million of inventory, of which $28.3 million consisted of raw materials and components and $39.4
million consisted of completed systems, ink and other consumables. We recorded inventory write-offs in total amounts of $4.9 million, $11.4 million, and
$22.0 million for the years ended December 31, 2021, 2022, and 2023, respectively.
Share-Based Compensation
Under U.S. GAAP, we account for share-based compensation for employees in accordance with the provisions of the FASB’s ASC Topic 718
“Compensation - Stock Based Compensation,” or ASC 718, which requires us to measure the cost of options and RSUs based on the fair value of the award
on the grant date.
51
The fair value of each RSU is the market value as determined by the closing share price at the date of the grant.
We selected the binomial option pricing model as the most appropriate method for determining the estimated fair value of options which requires
the use of subjective assumptions, including the expected term of the award and the expected volatility of the price of our common stock. We recognize
compensation expense over the vesting period using the straight-line method and classify these amounts in the consolidated financial statements based on
the department to which the related employee reports. We will continue to use judgment in evaluating the assumptions related to our share-based
compensation expense on a prospective basis. As we continue to accumulate additional data, we may have refinements to our estimates, which could
materially impact our future share-based compensation expense.
Taxes
We are subject to income taxes in Israel, United States, Germany, Japan, United Kingdom and Hong Kong. Significant judgment is required in
evaluating our uncertain tax positions and determining our provision for income taxes. We recognize income taxes under the liability method. Tax benefits
are recognized from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the
taxing authorities based on the technical merits of the position. Although we believe we have adequately reserved for our uncertain tax positions, no
assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves when facts and circumstances change, such
as the closing of a tax audit, the refinement of an estimate or changes in tax laws. To the extent that the final tax outcome of these matters is different than
the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for
income taxes includes the effects of any reserves that are considered appropriate, as well as the related net interest and penalties.
We recognize deferred tax assets and liabilities for future tax consequences arising from differences between the carrying amounts of existing
assets and liabilities under U.S. GAAP and their respective tax bases, and for net operating loss carryforwards and tax credit carryforwards. We regularly
review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of the deferred tax
assets will not be realized. To make this judgment, we must make predictions of the amount and category of taxable income from various sources and
weigh all available positive and negative evidence about these possible sources of taxable income.
While we believe the resulting tax balances as of December 31, 2021, 2022 and 2023 are appropriately accounted for, the ultimate outcome of
such matters could result in favorable or unfavorable adjustments to our consolidated financial statements and such adjustments could be material. We have
filed or are in the process of filing local and foreign tax returns that may be audited by the respective tax authorities. Our future results may include
favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, audits are closed or when statute of
limitations on potential assessments expire.
Warranty costs
We typically granted a six-month warranty on our systems and recorded a provision for warranty at the time at which a product’s revenue was
recognized. We estimate the liability of possible warranty claims based on our historical experience. We estimate the costs that may be incurred under our
warranty arrangements and record a liability in the amount of such costs at the time product revenue is recognized. We periodically assess the adequacy of
the recorded warranty liabilities and adjust the amounts as necessary.
Marketable Securities
Marketable securities currently are comprised of debt securities. We determine the appropriate classification of marketable securities at the time of
purchase and re-evaluate such designation at each balance sheet date. In accordance with FASB ASC No. 320, “Investment Debt Securities,” we classify
marketable securities as available-for-sale. Available-for-sale securities are stated at fair value, with unrealized gains and losses reported in accumulated
other comprehensive income (loss), a separate component of shareholders’ equity, net of taxes. Realized gains and losses on sales of marketable securities,
as determined on a specific identification basis, are included in finance income, net. The amortized cost of marketable securities is adjusted for
amortization of premium and accretion of discount to maturity, both of which, together with interest, are included in finance income, net. We classify our
marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and our expectations as to sales and
redemptions in the following year.
52
During the year ended December 31, 2022, no impairment was recorded related to our marketable securities, During the year ended December 31,
2023 we recorded impairment related to our marketable securities of approximately $93,000 which were recognized in the Company’s consolidated
statements of operations.
Business Combination
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on
their estimated fair value. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as
goodwill. Such valuations require our management to make significant estimates and assumptions, especially with respect to intangible assets. Significant
estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired technology and other intangible
assets, their useful lives and discount rates. Our management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are
inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one
year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon
the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Recently Issued and Adopted Accounting Pronouncements
For a summary of recent accounting pronouncements applicable to our consolidated financial statements see Note 2, “Significant Accounting
Policies” to the Consolidated Financial Statements included in Part III, Item 18 of this Annual Report on Form 20-F.
ITEM 6. Directors, Senior Management and Employees.
A. Directors and Senior Management
The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this annual report:
Name
Executive Officers
Ronen Samuel
Lauri Hanover
Daniel Gazit
Kobi Mann
Directors (who are not also executive officers)
Yuval Cohen(3)
Ofer Ben-Zur(3)
Naama Halevi Davidov(1)(3)
Jae Hyun (Jay) Lee(3)
Stephen Nigro(2)(3)
Yehoshua (Shuki) Nir (1)(2)(3)
Dov Ofer(1)(2)(3)
Gabi Seligsohn(1)(3)
(1) Member of our audit committee.
(2) Member of our compensation committee.
(3) Independent director under the Nasdaq Stock Market rules.
Age
Position
Chief Executive Officer and Director
Chief Financial Officer
Chief Product Officer
Chief Technology Officer
Chairman of the Board of Directors
Director
Director
Director
Director
Director
Director
Director
55
64
52
44
61
59
53
59
64
54
70
57
53
Executive Officers
Ronen Samuel has served as our Chief Executive Officer since August 2018 and as a director since August 2019. Prior to joining our company,
Mr. Samuel served in various capacities at Hewlett -Packard, or HP, over the course of the previous 18 years. Most recently, he served as Vice President
and General Manager of HP Indigo and WebPress EMEA. Prior to that, Mr. Samuel led HP’s Asia Pacific and Japan region for seven years. He was also
engaged in Strategic Marketing while at HP, working closely with Research and Development to define future products. While at HP, Mr. Samuel also
served in various capacities as product/project manager. Prior to his career in printing technology, Mr. Samuel spent seven years in the Israeli Air Force,
rising to the rank of major while serving as a fighter pilot and leading the establishment of Israel’s second Apache Squadron. Mr. Samuel received an
M.B.A. from Northwestern University’s Kellogg School of Management and received an undergraduate Business and Law degree from The
Interdisciplinary Center in Herzliya, Israel.
Lauri Hanover has served as our Chief Financial Officer since November 2022. Ms. Hanover also served as a director from March 2015 until
August 2023 (and until August 2019 as an external director under the Companies Law). From April 2021 to November 2022, Ms. Hanover served as Senior
Vice President, Community Agriculture and prior to that served as Senior Vice President and Chief Financial Officer of Netafim Ltd., a global leader in
smart irrigation systems, since August 2013. From 2009 to 2013, she served as Chief Financial Officer and Executive Vice President of the Tnuva Group,
Israel’s largest food manufacturer. From 2008 to 2009, Ms. Hanover served as Chief Executive Officer of Gross, Kleinhendler, Hodak, Halevy and
Greenberg & Co., an Israeli law firm. From 2004 to 2007, she served as Chief Financial Officer and Senior Vice President of Lumenis Ltd. (Nasdaq:
LMNS), a medical laser device company. From 2000 to 2004, Ms. Hanover served as the Chief Financial Officer and Corporate Vice President of NICE
Systems Ltd. (Nasdaq: NICE), an interaction analytics company, and from 1997 to 2000, as Chief Financial Officer and Executive Vice President of
Sapiens International Corporation N.V. (Nasdaq: SPNS), a provider of software solutions for the insurance industry. From 1981 to 2007, she served in a
variety of financial management positions at Scitex Corporation Ltd., a developer and manufacturer of inkjet printers, and at Philip Morris Inc. (Altria), a
leading consumer goods manufacturer. Ms. Hanover holds a B.A. from the University of Pennsylvania, a B.S. in Economics from The Wharton School of
the University of Pennsylvania, and an M.B.A. from New York University.
Daniel Gazit has served as our Chief Product Officer since November 2022. Daniel joined Kornit as vice president and general manager of the
Direct to Fabric business in 2019, and later led the Global Customer success organization. Daniel has more than 20 years’ experience leading large-scale
customer facing and operational organizations in the high-tech industry. Prior to joining Kornit, Daniel held the position of VP Professional Service and
Delivery at TEOCO and served as the vice president of global services at Comverse. His prior experience includes various business, technical and
operational leadership positions in global high-tech organizations. Daniel holds a BSc in industrial engineering and management from Tel-Aviv University.
Kobi Mann has served as our Chief Technology Officer since January 2020, prior to which he had held the position of VP Consumables &
Application development since September 2017. Kobi Mann joined Kornit in 2004 as an R&D Chemist and has held core technology roles. As one of
Kornit’s founders he brings over 17 years of experience in the field of Inkjet Technology. Kobi has played a critical role in the design and the execution of
core projects and processes in the company. During his tenure at Kornit, he has managed and led R&D Chemistry, technology groups, transfer to
production, Print heads and QA as well as lead Kornit’s Ink plant design. Prior to his executive position, Kobi held several managerial positions including
Business Development of Consumables and Director of Global Application, an area he established in Kornit. Kobi holds a B.Sc. Chemistry and Executive
MBA - both from Bar Ilan University in Israel.
54
Directors
Yuval Cohen has served as the Chairman of our board of directors since August 2011. Mr. Cohen is the founding and managing partner of
Fortissimo Capital, a private equity fund established in 2004 and our former controlling shareholder. From 1997 through 2002, Mr. Cohen was a General
Partner at Jerusalem Venture Partners (“JVP”), an Israeli-based venture capital fund. Prior to joining JVP, he held executive positions at various Silicon
Valley companies, including DSP Group, Inc. (Nasdaq: DSPG), and Intel Corporation (Nasdaq: INTC). Currently, Mr. Cohen serves as a director of
Radware Ltd. (Nasdaq: RDWR). He also serves on the board of directors of several privately held portfolio companies of Fortissimo Capital. Mr. Cohen
holds a B.Sc. in Industrial Engineering from Tel Aviv University in Israel and an M.B.A. from Harvard Business School.
Ofer Ben-Zur is a co-founder of our company and has served as director since 2002. From April 2014 to July 2016, Mr. Ben-Zur served as our
President and Chief Technology Officer. From 2002 to April 2014, Mr. Ben-Zur served as our Chief Executive Officer, as well as the manager of our
department of research and development. Currently Mr. Ben-Zur serves as the CEO and founder of Tritone Technologies, an Israeli start up specializing in
Additive Manufacturing of metals. Mr. Ben-Zur holds a B.Sc. in Mechanical Engineering from the Technion - Israel Institute of Technology, an M.Sc. in
Mechanical Engineering from Tel Aviv University, and an M.B.A. from Bradford University.
Naama Halevi Davidov has served as a member of our board of directors since August 2023. She served as Chief Financial Officer of XM Cyber
since May 2022. In addition, Dr. Halevi Davidov has served as a member of the board of directors of Kaltura (Nasdaq: KLTR) since July 2021, and as a
member of the board of directors of Actelis Networks (Nasdaq: ASNS) since May 2022; Over the past 20 years, Dr. Halevi Davidov has served as a CFO
for several global technology companies. Dr. Halevi Davidov is a Certified Public Accountant in Israel. She holds a Ph.D. in Strategy from Tel Aviv
University, an M.B.A from Tel Aviv University and B.A in Accounting and Economics from Tel Aviv University.
Jae Hyun (Jay) Lee has served as a director of our company since August 2022 and prior to that he served as a strategic advisor to the Company
since November 2021. Mr. Lee has served as a Senior Vice President of EMEA at eBay Inc. since August 21, 2017. Prior to that, Mr. Lee served as Senior
Vice President of Asia Pacific at eBay Inc., which began in July 2015. Mr. Lee began his career at eBay in 2002 and from 2002 to 2004, served as the Chief
Executive Officer of eBay’s Korean Internet Auction Company. Prior to joining eBay, Mr. Lee was the Chief Operating Officer and then Chief Executive
Officer of Korea Thrunet, the first Korean company to list on the Nasdaq exchange, where he led the company to become the leading cable-based
broadband access provider in Korea. Mr. Lee began his career at Boston Consulting Group, where he held various positions in Boston and Seoul, South
Korea, before being promoted to Vice President. Mr. Lee holds an M.B.A from Harvard University Graduate School and a B.A in International Relations
from Brown University.
Stephen Nigro has served as a director of our company since August 2019, after having served as a strategic advisor to our company from April
through August 2019. Mr. Nigro retired in early 2019 after 37 years at Hewlett-Packard, or HP, most recently serving as President of HP’s 3D printing
business, where he created and scaled a new technology and business, serving as a driving force towards HP’s leadership in both the plastic and metal 3D
printing markets. Mr. Nigro currently is a director at Desktop Metals (DM:NYSE). He also serves on the Oregon Economic Development Committee and is
a member of iUrbanTeen, Executive Council which promotes STEM education to underrepresented teens. Prior to heading HP’s 3D printing business, Mr.
Nigro served as Senior Vice President of HP Imaging and Printing Business, where he was responsible for leading HP’s World Wide HP 2D printing
business. Prior to that position, Mr. Nigro led the World Wide Inkjet and Graphics Business, which served the consumer, business, and Graphics segments,
with both inkjet and LEP printing solutions. Mr. Nigro was involved in initiating several matters at HP, including: delivery of the first HP color inkjet
solution to the market; setting up HP’s Inkjet Supplies operation in Singapore; development of HP’s first off-axis inkjet platform; HP’s move into the low-
end consumer printing market, delivering a new low-end inkjet platform; creation and scaling of the HP Graphics printing business; the connected printing
strategy introducing big data and a new Instant Ink business model; and the creation of the HP 3D printing business. Mr. Nigro spent time at HP’s locations
in San Diego, California; Corvallis, Oregon; Singapore; Palo Alto; and Vancouver, Washington. Mr. Nigro holds a bachelor’s degree in mechanical
engineering from the University of California at Santa Barbara and a master’s degree in electrical engineering from Stanford University.
55
Yehoshua (Shuki) Nir has served as a director of our Company since July 2018 (until August 2019, as an external director under the Companies
Law), and serves as the chairman of our compensation committee and a member of our audit committee. From June 2021 until its acquisition by Unity
(NYSE: U) in November 2022, Mr. Nir served as a director, a member of the compensation committee and a member of the audit committee, at ironSource
Ltd. (NYSE: IS), a global software company that focuses on developing technologies for app monetization. Since July 2021 Mr. Nir has served as a
director of Cardo Systems Ltd., which develops, manufactures and markets communication systems for motorcycles. From December 2012 to May 2016,
Mr. Nir served as Senior Vice President, Corporate Marketing, and General Manager, Retail of SanDisk Corp., or SanDisk. From March 2008 to November
2012, Mr. Nir served as Senior Vice President and General Manager, Retail of SanDisk. From November 2006 through March 2008, he served in various
other sales and marketing roles as a Vice President of SanDisk. Mr. Nir also served in various sales and marketing roles as a Vice President at msystems
Ltd. from February 2003 until November 2006, when it was acquired by SanDisk. Prior to that, Mr. Nir held sales and marketing positions at Destinator
Ltd. and also co-founded and served as Chief Executive Officer of MindEcho, Inc. Mr. Nir has a B.A. in Law and Accounting and an M.B.A. from Tel
Aviv University.
Dov Ofer has served as a member of our board of directors since March 2015 and is a member of our audit and compensation committees. From
2007 to 2013, Mr. Ofer served as Chief Executive Officer of Lumenis Ltd. (Nasdaq: LMNS), a medical laser device company. From 2005 to 2007, he
served as Corporate Vice President and General Manager of HP Scitex (formerly a subsidiary of Scailex Corporation Ltd. (TASE: SCIX)), a producer of
large format printing equipment. From 2002 to 2005, Mr. Ofer served as President and Chief Executive Officer of Scitex Vision Ltd. Prior to joining Scitex,
Mr. Ofer held various managerial positions in the emerging Israeli high-tech sector and participated in different mergers and acquisitions within the
industry. Currently, Mr. Ofer serves as chairman of Magen Eco-Energy RCA Ltd., Chairman of Scodix Ltd., Chairman of Stratasys Ltd. (Nasdaq: SSYS)
and Director of Copprint. He holds a B.A. in Economics from the Hebrew University in Israel as well as an M.B.A. from the University of California
Berkeley.
Gabi Seligsohn has served as a member of our board of directors since May 2015. He also served as our Chief Executive Officer from April 2014
through July 2018, and led our successful IPO in April 2015. From August 2006 until August 2013, Mr. Seligsohn served as the President and Chief
Executive Officer of Nova Measuring Instruments Ltd., (“Nova”) (Nasdaq: NVMI), a designer, developer and producer of optical metrology solutions.
From 1998 until 2006, Mr. Seligsohn served in several leadership positions in Nova. Mr. Seligsohn serves as a director of DSP Group Inc. (Nasdaq:
DSPG). He currently also serves on the board of Radware (Nasdaq: RDWR). He holds an LL.B. from the University of Reading.
56
Board Diversity Matrix
Country of Principal Executive Offices:
Foreign Private Issuer
Disclosure Prohibited under Home Country Law
Total Number of Directors
Board Diversity Matrix (as of March 28, 2024)
Israel
Yes
No
9
Part I: Gender Identity
Directors
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction
LGBTQ+
Did Not Disclose Demographic Background
*
The underrepresented individual is Asian.
Arrangements Concerning Election of Directors; Family Relationships
Female
Male
Non- Binary
Did Not
Disclose
Gender
1
8
0
0
1*
0
0
Our board of directors consists of nine directors. We are not a party to, and are not aware of, any voting agreements among our shareholders. In
addition, there are no family relationships among our executive officers or senior management members.
B. Compensation
The aggregate compensation recorded and equity-based compensation and other compensation expensed by us and our subsidiaries for our
directors and executive officers with respect to the year ended December 31, 2023 was $4.8 million. The foregoing sum includes approximately $0.4
million set aside or accrued to provide pension, severance, retirement or similar benefits or expenses. The foregoing sum also includes all compensation
amounts (including notice period and/or severance payments) paid in respect of the employment and/or director services (as applicable) provided by one
former executive officer whose service for our company terminated over the course of the year ended December 31, 2023. As of December 31, 2023,
options to purchase 225,929 ordinary shares, 144,757 restricted share units, or RSUs, and 198,629 Performance Share Units, or PSUs, granted to our
directors and executive officers were outstanding under our share incentive plans, with a weighted average exercise price of $34.62 per share for the
options. Certain of our officers receive a severance payment of up to four months of their base salary upon termination of their employment.
57
The following table presents the grant dates, number of options, RSUs and PSUs, and related exercise prices and expiration dates of options and
RSUs granted to our directors and executive officers for the year ended December 31, 2023:
Grant Date
January 2, 2023
March 9, 2023
August 12, 2023
August 28, 2023
Director Compensation
Number of
Options
Number of
RSUs
Number of
PSUs
Exercise
Price
(per Share)
of Options
Expiration Date
of Options
-
-
48,525
-
13,025
19,747
63,620
-
-
-
108,696
-
-
23 August 12, 2033
-
-
-
-
Under the Companies Law, the compensation of our directors (including reimbursement of expenses) requires the approval of our compensation
committee, the subsequent approval of the board of directors and, unless exempted under the regulations promulgated under the Companies Law, the
approval of the shareholders at a general meeting as described in “C. Board Practices-Approval of Related Party Transactions under Israeli Law -
Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions.” Where the director is also a controlling shareholder, the
requirements for approval of transactions with controlling shareholders apply, as described below under “Approval of Related Party Transactions under
Israeli Law - Disclosure of Personal Interests of a Controlling Shareholder and Approval of Certain Transactions.”
Our directors are entitled to cash compensation as follows:
All of our non-employee directors receive annual fees and per-meeting fees for their service on our board and its committees as follows:
● annual fees in an amount of $45,000, and $95,000 for the chairman of the Board;
● annual committee chair retainer - Audit: $20,000; Compensation: $15,000; any other committee - up to $15,000; and
● annual committee member retainer - Audit: $10,000; Compensation: $7,500; Any other committee: up to a maximum of $7,500.
In addition, commencing with our 2020 annual general meeting of shareholders, we provide for annual RSU grants to our non-employee directors.
The number of RSUs granted to each director is linked to a fixed value- $115,000 for each non-employee director. The actual number of RSUs to be
granted each year with the foregoing $115,000 value is determined based on the closing price of our ordinary shares on the Nasdaq Global Select Market
on the date of our annual shareholder meeting. Our RSU grant agreements for non-employee directors are subject to the following additional terms:
● the RSUs are granted to each non-employee director as of the date of each annual shareholder meeting;
58
● the RSUs vest in their entirety on the earlier of (x) the first anniversary of the grant or (y) the next annual general meeting of shareholders,
provided the director continues to serve as a director of our company at such date;
● the RSUs, to the extent then unvested, become fully vested (a) immediately prior to the consummation of a Change of Control (as defined
under our 2015 Plan (described below)) in which the director is required to resign from or is otherwise terminated from service as a director,
or (b) upon termination of service of such director occurring immediately after the consummation of a Change of Control; and
● the RSUs are otherwise subject to the terms of the 2015 Plan.
Executive Officer Compensation
The table below outlines the compensation granted to our five most highly compensated office holders during or with respect to the year ended
December 31, 2023, in the disclosure format of Regulation 21 of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970. We refer to the
five individuals for whom disclosure is provided herein as our “Covered Executives.”
For purposes of the table and the summary below, and in accordance with the above-mentioned securities regulations, “compensation” includes
base salary, variable compensation, equity-based compensation, retirement or termination payments, benefits and perquisites such as car, phone and social
benefits and any undertaking to provide such compensation.
Summary Compensation Table
Information Regarding Covered Executives(1)
Name and Principal Position(2)
Ronen Samuel, Chief Executive Officer
Kobi Mann, Chief Technology Officer
Chris Govier, President EMEA
Ilan Elad, President KDAM
Amir Shaked-Mandel, EVP Corporate Development
Base
Salary
($)
Benefits and
Perquisites
Variable
Equity-Based
compensation Compensation
($)(5)
Total
($)
($)(3)
($)(4)
(in thousands, US dollars)
103
69
16
52
55
-
-
11
39
17
393
227
240
290
210
1,254
662
609
442
478
1,750
958
876
823
760
(1) All amounts reported in the table are in terms of cost to us, as recorded in our financial statements.
(2) All current executive officers listed in the table were our full-time employees during 2023. Cash compensation amounts denominated in currencies
other than the U.S. dollar were converted into U.S. dollars at the average conversion rate for 2023.
(3) Amounts reported in this column include benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites may
include, to the extent applicable to the executive, payments, contributions and/or allocations for savings funds, pension, severance, vacation, car or car
allowance, medical insurances and benefits, risk insurances (e.g., life, disability, accident), convalescence pay, payments for social security, tax gross-
up payments and other benefits and perquisites consistent with our guidelines.
(4) Amounts reported in this column refer to incentive and variable compensation payments which were paid or accrued with respect to 2023.
(5) Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2023 with respect to
equity-based compensation. Assumptions and key variables used in the calculation of such amounts are described in paragraph (u) of Note 2 to our
audited financial statements, which are included in “ITEM 18. Financial Statements” of this annual report.
59
2012 Share Incentive Plan
In October 2012, our board of directors adopted and our shareholders approved our 2012 Share Incentive Plan, or the 2012 Plan. The 2012 Plan
replaced our 2004 Plan. We no longer grant equity awards under the 2012 Plan because it was superseded by the 2015 Plan and expired (for purposes of
granting new awards) in October 2022, although awards that were previously granted under the 2012 Plan remain outstanding. The 2012 Plan provided for
the grant of options, restricted shares, restricted share units and other share-based awards to our and our subsidiaries’ and affiliates’ directors, employees,
officers, consultants, advisors, and any other person whose services are considered valuable to us or our affiliates, to continue as service providers, to
increase their efforts on our behalf or on behalf of our subsidiary or affiliate and to promote the success of our business. As of December 31, 2023, we had
options to purchase 60,536 ordinary shares that remained outstanding under the 2012 Plan.
2015 Incentive Compensation Plan
In March 2015, we adopted our 2015 Incentive Compensation Plan, or the 2015 Plan. The 2015 Plan provides for the grant of share options, share
appreciation rights, restricted share awards, restricted share units, cash-based awards, other share-based awards and dividend equivalents to our company’s
and our affiliates’ respective employees, non-employee directors and consultants. The reserved pool of shares under the 2015 Plan is the sum of (i) 661,745
shares; plus (ii) on January 1 of each calendar year during the term of the 2015 Plan, a number of shares equal to the least of: (x) 3% of the total number of
shares outstanding on December 31 of the immediately preceding calendar year, (y) an amount determined by our board of directors, and (z) 1,965,930
shares. From and after the effective date of the 2015 Plan, no further grants or awards have been made under the 2012 Plan. Generally, shares that are
forfeited, cancelled, terminated or expire unexercised, settled in cash in lieu of issuance of shares under the 2015 Plan or the 2012 Plan shall be available
for issuance under new awards under the 2015 Plan. Generally, any shares tendered or withheld to pay the exercise price, purchase price of an award, or
any withholding taxes shall be available for issuance under new awards. Shares delivered pursuant to “substitute awards” (awards granted in assumption or
substitution of awards granted by a company acquired by us) shall not reduce the shares available for issuance under the 2015 Plan.
As of December 31, 2023, we had options to purchase 631,675 ordinary shares, 1,674,902 unvested RSUs (a portion of which are subject to
performance based vesting conditions), outstanding under the 2015 Plan. As of December 31, 2023, we had 2,561,000 ordinary shares reserved for
additional grants.
Subject to applicable law, the 2015 Plan is administered by our compensation committee, which has full authority in all matters related to the
discharge of its responsibilities and the exercise of its authority under the plan. Awards under the 2015 Plan may be granted until 10 years after the effective
date of the 2015 Plan.
The terms of options granted under the 2015 Plan, including the exercise price, vesting provisions and the duration of an option, are determined by
the compensation committee and set forth in an award agreement. Except as provided in the applicable award agreement, or in the discretion of the
compensation committee, an option may be exercised only to the extent that it is then exercisable and shall terminate immediately upon a termination of
service of the grantee. However, our award agreements generally provide for an exercise period that extends 90 days following the termination of the
employment or service of the grantee, other than in special cases such as termination for cause.
Share appreciation rights, or SARs, are awards entitling a grantee to receive a payment representing the difference between the base price per
share of the right and the fair market value of a share on the date of exercise. SARs may be granted in tandem with an option or independent and unrelated
to an option. The terms of SARs granted under the 2015 Plan, including the base price per share, vesting provisions and the duration of an SAR, shall be
determined by the compensation committee and set forth in an award agreement. Except as provided in the applicable award agreement, or in the discretion
of the compensation committee, an SAR may be exercised only to the extent that it is then exercisable and shall terminate immediately upon a termination
of service of the grantee. We generally provide for an exercise period that extends 90 days following the termination of the employment or service of the
grantee, other than in special cases such as termination for cause. At the discretion of the compensation committee, SARs will be payable in cash, ordinary
shares or equivalent value or some combination thereof.
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Restricted share awards are ordinary shares that are awarded to a grantee subject to the satisfaction of the terms and conditions established by the
compensation committee in the award agreement. Until such time as the applicable restrictions lapse, restricted shares are subject to forfeiture and may not
be sold, assigned, pledged or otherwise disposed of by the grantee who holds those shares.
RSUs are awards covering a number of hypothetical units with respect to shares that are granted subject to such vesting and transfer restrictions
and conditions of payment as the compensation committee may determine in an award agreement. RSUs, once vested, may be settled for the grantee in
cash, ordinary shares of equivalent value, or a combination thereof.
The 2015 Plan provides for the grant of cash-based award and other share-based awards (which are equity-based or equity related award not
otherwise described in the 2015 Plan). The terms of such cash-based awards or other share-based shall be determined by the compensation committee and
set forth in the award agreement.
The compensation committee may grant dividend equivalents based on the dividends declared on shares that are subject to any award. Dividend
equivalents may be subject to any limitations and/or restrictions determined by the compensation committee and shall be converted to cash or additional
shares by such formula and at such time, and shall be paid at such times, as may be determined by the compensation committee.
In the event of any dividend (excluding any ordinary dividend) or other distribution, recapitalization, share split, reverse share split,
reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of shares or similar event (including a change in control) that
affects the ordinary shares, the compensation committee shall make any such adjustments in such manner as it may deem equitable, including any or all of
the following: (i) adjusting the number of shares available for grant under the 2015 Plan, (ii) adjusting the terms of outstanding awards, (iii) providing for a
substitution or assumption of awards and (iv) cancelling awards in exchange for a payment in cash. In the event of a change of control, each outstanding
award shall be treated as the compensation committee determines, including, without limitation, (i) that each award be honored or assumed, or equivalent
rights substituted therefor, by the new employer or (ii) that all unvested awards will terminate upon the change in control. Notwithstanding the foregoing, in
the event that it is determined that neither (i) or (ii) in the preceding sentence will apply, all awards will become fully vested.
2015 Israeli Sub Plan
The 2015 Israeli Sub Plan provides for the grant by us of awards pursuant to Sections 102 and 3(i) of the Ordinance, and the rules and regulations
promulgated thereunder. The 2015 Israeli Sub Plan is effective with respect to awards granted as of 30 days from the date we submitted it to the ITA. The
2015 Israeli Sub Plan provides for awards to be granted to those of our or our affiliates’ employees, directors and officers who are not Controlling
Shareholders, as defined in the Ordinance, and who are considered Israeli residents, to the extent that such awards either are (i) intended to qualify for
special tax treatment under the “capital gains track” provisions of Section 102(b) of the Ordinance or (ii) not intended to qualify for such special tax
treatment. The 2015 Israeli Sub Plan also provides for the grant of awards under Section 3(i) of the Ordinance to our Israeli non-employee service
providers and Controlling Shareholders, who are not eligible for such special tax treatment.
2015 U.S. Sub Plan
The 2015 U.S. Sub Plan applies to grantees that are subject to U.S. federal income tax. The 2015 U.S. Sub Plan provides that options granted to
the U.S. grantees will either be incentive stock options pursuant to Section 422 of the Code, or nonqualified stock options. Options, other than certain
incentive stock options described below, must have an exercise price not less than 100% of the fair market value of an underlying share on the date of
grant. Incentive stock options that are not exercised within 10 years from the grant date expire, provided that incentive stock options granted to a person
holding more than 10% of our voting power will expire within five years from the date of the grant and must have an exercise price at least equal to 110%
of the fair market value of an underlying share on the date of grant. The number of shares available under the 2015 Plan for grants of incentive stock
options shall be the total number of shares available under the 2015 Plan subject to any limitations under the Code and provided that shares delivered
pursuant to “substitute awards” shall reduce the shares available for issuance of incentive stock options under the 2015 Plan. It is the intention that no
award shall be deferred compensation subject to Section 409A of the Code unless and to the extent that the compensation committee specifically
determines otherwise. If the compensation committee determines an award will be subject to Section 409A of the Code such awards shall be intended to
comply in all respects with Section 409A of the Code, and the 2015 Plan and the terms and conditions of such awards shall be interpreted and administered
accordingly.
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Employee Share Purchase Plan
We have adopted an employee share purchase plan, or ESPP, pursuant to which our employees and employees of our subsidiaries may elect to
have payroll deductions (or, when not allowed under local laws or regulations, another form of payment) made on each pay day during the offering period
in an amount not exceeding 15% of the compensation which the employees receive on each pay day during the offering period. To date, we have not
granted employees the right to make purchases under the plan. The number of shares initially reserved for purchase under the ESPP was 242,425 ordinary
shares, which was to be automatically increased annually on January 1 by a number of ordinary shares equal to the least of (i) 1% of the total number of
shares outstanding on December 31 of the immediately preceding calendar year, (ii) an amount determined by our board of directors, if so determined prior
to January 1 of the year on which the increase will occur, and (iii) 655,310 shares.
The ESPP is to be administered by our board of directors or by a committee designated by the board of directors. Subject to those rights which are
reserved to the board of directors or which require shareholder approval under Israeli law, our board of directors has designated the compensation
committee to administer the ESPP. To the extent that we grant employees the right to make purchases under the ESPP, on the first day of each offering
period, each participating employee will be granted an option to purchase on the exercise date of such offering period up to a number of our ordinary shares
determined by dividing (1) the employee’s payroll deductions accumulated prior to such exercise date and retained in the employee’s account as of the
exercise date by (2) the applicable purchase price. The applicable purchase price is to be based on a discount percentage of up to 15%, which percentage
may be decreased by the board or the compensation committee, multiplied by the lesser of (1) the fair market value of an ordinary share on the exercise
date, or (2) the fair market value of an ordinary share on the offering date.
C. Board Practices
Board of Directors
Under the Companies Law, the management of our business is vested in our board of directors. Our board of directors may exercise all powers and
may take all actions that are not specifically granted to our shareholders or to management. Our executive officers are responsible for our day-to-day
management and have individual responsibilities established by our board of directors. Our Chief Executive Officer is appointed by, and serves at the
discretion of, our board of directors, subject to the employment agreement that we have entered into with him. All other executive officers are also
appointed by our board of directors and are subject to the terms of any applicable employment agreements that we may enter into with them.
Under our articles, our board of directors must consist of at least five and not more than nine directors, including, to the extent applicable, at least
two external directors who may be required to be appointed under the Companies Law. Our board of directors currently consists of nine directors. Our
directors are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total
number of directors constituting the entire board of directors (other than the external directors, to the extent applicable). At each annual general meeting of
our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors is for a term
of office that expires on the third annual general meeting following such election or re-election, such that at each annual general meeting the term of office
of only one class of directors expires. Each director will hold office until the annual general meeting of our shareholders in which his or her term expires,
unless he or she is removed by a vote of 65% of the total voting power of our shareholders at a general meeting of our shareholders or upon the occurrence
of certain events, in accordance with the Companies Law and our articles.
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In August 2019, we elected to be governed by an exemption under the Companies Law regulations that exempts us from appointing external
directors and from complying with the Companies Law requirements related to the composition of the audit committee and compensation committee of our
board of directors. Our eligibility for that exemption is conditioned upon: (i) the continued listing of our ordinary shares on the Nasdaq Stock Market (or
one of a few select other non-Israeli stock exchanges); (ii) there not being a controlling shareholder (generally understood in this context to be a 25% or
greater shareholder) of our company under the Companies Law; and (iii) our compliance with the Nasdaq Listing Rules requirements as to the composition
of (a) our board of directors-which requires that we maintain a majority of independent directors (as defined under the Nasdaq Listing Rules) on our board
of directors and (b) the audit and compensation committees of our board of directors (which require that such committees consist solely of independent
directors (at least three and two members, respectively), as described under the Nasdaq Listing Rules). At the time that it determined to exempt our
company from the external director requirement, our board affirmatively determined that we meet the conditions for exemption from the external director
requirement, including that a majority of the members of our board, along with each of the members of the audit and compensation committees of the
board, are independent under the Nasdaq Listing Rules.
As a result of our election to be exempt from the external director requirement under the Companies Law, each of our directors (including our two
directors who formerly served as external directors) is now assigned to one of the three, staggered classes of our board of directors, as follows:
(i)
the Class I directors are Jae Hyun (Jay) Lee, Yehoshua (Shuki) Nir and Dov Ofer, whose terms will expire at our annual general meeting of
shareholders to be held in 2025 and when their successors are elected and qualified;;
(ii) the Class II directors are Ofer Ben-Zur, Naama Halevi Davidov and Gabi Seligsohn, and their terms expire at our annual general meeting of
shareholders to be held in 2026 and when their successors are elected and qualified; and
(iii) the Class III directors are Yuval Cohen, Stephen Nigro and Ronen Samuel, and their terms expire at our annual general meeting of
shareholders to be held in 2024 and when their successors are elected and qualified.
Our board of directors has determined that eight of our directors, consisting of Yuval Cohen, Ofer Ben-Zur, Jae Hyun (Jay) Lee, Stephen Nigro,
Yehoshua (Shuki) Nir, Dov Ofer, Gabi Seligsohn and Naama Halevi Davidov, constituting a majority of the members of the board, are independent under
the rules of the Nasdaq Stock Market. The definition of independent director under the Nasdaq Stock Market rules specifies criteria whose aim is to ensure
that there is no factor that would impair the ability of the independent director to exercise independent judgment, and furthermore requires that the board of
directors affirmatively determine that the independent director can exercise independent judgment.
Under the Companies Law and our articles, besides nominees who are chosen by our board of directors, nominees for director may also be
proposed by any shareholder holding at least 1% of our outstanding voting power. However, any such shareholder may propose a nominee only if a written
notice of such shareholder’s intent to propose a nominee has been given to our Secretary (or, if we have no such Secretary, our Chief Executive Officer)
within seven days following our publication of notice of an upcoming annual shareholder meeting (or within 14 days after we publish a preliminary
notification of an upcoming annual shareholder meeting). Any such shareholder nomination must include certain information, including, among other
things, a description of all arrangements between the nominating shareholder and the proposed director nominee(s) and any other person pursuant to which
the nomination(s) are to be made by the nominating shareholder, the consent of the proposed director nominee(s) to serve as our director(s) if elected and a
declaration signed by the nominee(s) declaring that there is no limitation under the Companies Law preventing their election, and that all of the information
that is required under the Companies Law to be provided to us in connection with such election has been provided.
In addition, our articles allow our board of directors to appoint directors to fill vacancies on our board of directors for a term of office equal to the
remaining period of the term of office of the director(s) whose office(s) have been vacated. External directors-when we are subject to, or choose to be
bound by, the requirement to elect them-are elected for an initial term of three years and may be elected for additional three-year terms under the
circumstances described below.
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Under the Companies Law, our board of directors must determine the minimum number of directors who are required to have accounting and
financial expertise. In determining the number of directors required to have such expertise, our board of directors must consider, among other things, the
type and size of the company and the scope and complexity of its operations. Our board of directors has determined that the minimum number of directors
of our company who are required to have accounting and financial expertise is one.
External Directors
Under the Companies Law, the boards of directors of companies whose shares are publicly traded, including companies with shares traded in the
United States, are generally required to include at least two members who qualify as external directors. In August 2019, we elected to be governed by the
exemption from maintaining external directors on our board under the Companies Law (as described above).
Our election to exempt our company from compliance with the external director requirement can be reversed at any time by our board of directors,
in which case we would need to hold a shareholder meeting to once again appoint external directors, whose election would be for a three-year term. The
election of each external director would require approval by a majority vote of the shares present and voting at a meeting of shareholders, provided that
either:
● such majority includes at least a majority of the shares held by all shareholders who are not controlling shareholders and who lack a personal
interest in the election of the external director (other than a personal interest not deriving from a relationship with a controlling shareholder)
that are voted at the meeting, excluding abstentions, to which we refer as a disinterested majority; or
● the total number of shares voted by non-controlling, disinterested shareholders and by shareholders (as described in the previous bullet point)
against the election of the external director does not exceed 2% of the aggregate voting rights in the company.
The term “controlling shareholder” as used in the Companies Law for purposes of all matters related to external directors and for certain other
purposes (such as the requirements related to appointment to the audit committee or compensation committee, as described below), means a shareholder
with the ability to direct the activities of the company, other than by virtue of being an office holder. A shareholder is presumed to be a controlling
shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of the company
or its general manager (chief executive officer).
For further information concerning the Companies Law provisions related to external directors, please see “ITEM 6. Directors, Senior
Management and Employees - C. Board Practices - Board of Directors - External Directors” in our annual report on Form 20-F for the year ended
December 31, 2018, which we filed with the SEC on March 26, 2019.
Leadership Structure of the Board
In accordance with the Companies Law and our articles, our board of directors is required to appoint one of its members to serve as chairman of
the board of directors. Our board of directors has appointed Yuval Cohen to serve as chairman of the board of directors.
Board Committees
Audit Committee
Our audit committee consists of three members: Naama Halevi Davidov (Chairperson), Dov Ofer, and Yehoshua (Shuki) Nir.
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Companies Law Requirements
Under the Companies Law, we are required to appoint an audit committee. The audit committee must be comprised of at least three directors. To
the extent a company is required to appoint external directors, this committee must include all of the external directors, one of whom must serve as
chairman of the committee. There are additional requirements as to the composition of the audit committee under the Companies Law. However, when we
elected to exempt our company from the external director requirement, we concurrently elected to exempt our company from all of such requirements
(which exemption is conditioned on our fulfillment of all Nasdaq listing requirements related to the composition of the audit committee).
Nasdaq Listing Requirements
Under Nasdaq corporate governance rules, we are required to maintain an audit committee consisting of at least three independent directors, each
of whom is financially literate and one of whom has accounting or related financial management expertise.
All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq
corporate governance rules. Our board of directors has determined that Dov Ofer qualifies as an audit committee financial expert, as defined by the SEC
rules, and has the requisite financial experience, as defined by the Nasdaq corporate governance rules.
Each of the members of our audit committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and satisfies
the independent director requirements under the Nasdaq Stock Market rules.
Audit Committee Role
Our board of directors has adopted an audit committee charter that sets forth the responsibilities of the audit committee consistent with the rules
and regulations of the SEC and the listing requirements of the Nasdaq Stock Market, as well as the requirements for such committee under the Companies
Law, including the following:
● oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of
engagement of our independent registered public accounting firm to the board of directors in accordance with Israeli law;
● recommending the engagement or termination of the person filling the office of our internal auditor; and
● recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by
our board of directors.
Our audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our
accounting, auditing, financial reporting, internal control and legal compliance functions by pre-approving the services performed by our independent
accountants and reviewing their reports regarding our accounting practices and systems of internal control over financial reporting. Our audit committee
also oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself that the accountants are
independent of management.
Under the Companies Law, our audit committee is responsible for:
● determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal
auditor or the independent auditor, and making recommendations to the board of directors to improve such practices;
● determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and
whether such transaction is material or extraordinary under the Companies Law) (see “-Approval of Related Party Transactions under Israeli
Law”);
● establishing the approval process (including, potentially, the approval of the audit committee and conducting a competitive procedure
supervised by the audit committee) for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal
interest;
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● where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the
board of directors and proposing amendments thereto;
● examining our internal audit controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and
tools to fulfill his or her responsibilities;
● examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors
or shareholders, depending on which of them is considering the appointment of our auditor; and
● establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to
such employees.
As part of its capacity in overseeing risk management activities and monitoring management’s policies and procedures, our audit committee also
plays a significant strategic role in coordinating our cyber risk initiatives and policies and confirming their efficacy.
Compensation Committee and Compensation Policy
Our compensation committee consists of three members: Yehoshua (Shuki) Nir (Chairman), Stephen Nigro and Dov Ofer.
Companies Law Requirements
Under the Companies Law, the board of directors of a public company must appoint a compensation committee. To the extent a company is
required to appoint external directors, the compensation committee must be comprised of at least three directors, including all of the external directors, who
must constitute a majority of the members of, and include the chairman of, the compensation committee. There are additional requirements as to the
composition of the compensation committee under the Companies Law. However, when we elected to exempt our company from the external director
requirement, we concurrently elected to exempt our company from all of such requirements (including the three-member minimum). Our exemption under
the Companies Law is conditioned on our fulfillment of all Nasdaq listing requirements related to the composition of the compensation committee.
The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of
engagement of office holders, to which we refer as a compensation policy. That policy must be adopted by the company’s board of directors, after
considering the recommendations of the compensation committee, and must be brought for approval by the company’s shareholders, which approval
requires what we refer to as a Special Approval for Compensation. A Special Approval for Compensation requires shareholder approval by a majority vote
of the shares present and voting at a meeting of shareholders called for such purpose, provided that either: (a) such majority includes at least a majority of
the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such compensation arrangement; or (b) the
total number of shares of non-controlling shareholders who do not have a personal interest in the compensation arrangement and who vote against the
arrangement does not exceed 2% of the company’s aggregate voting rights.
The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders,
including exculpation, insurance, indemnification or any monetary payment, obligation of payment or other benefit in respect of employment or
engagement. The compensation policy must relate to certain factors, including advancement of the company’s objectives, the company’s business plan and
its long-term strategy, and creation of appropriate incentives for office holders. It must also consider, among other things, the company’s risk management,
size and the nature of its operations. The compensation policy must include certain principles, such as: a link between variable compensation and long-term
performance and measurable criteria; the relationship between variable and fixed compensation; and the minimum holding or vesting period for variable,
equity-based compensation.
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The compensation committee is responsible for (a) recommending the compensation policy to a company’s board of directors for its approval (and
subsequent approval by its shareholders) and (b) duties related to the compensation policy and to the compensation of a company’s office holders, as well
as functions with respect to matters related to approval of the terms of engagement of office holders, including:
● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years
(approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three
years);
● recommending to the board of directors periodic updates to the compensation policy and assessing implementation of the compensation
policy;
● approving compensation terms of executive officers, directors and employees that require approval of the compensation committee;
● determining whether the compensation terms of a chief executive officer nominee, which were determined pursuant to the compensation
policy, will be exempt from approval of the shareholders because such approval would harm the ability to engage with such nominee; and
● determining, subject to the approval of the board and under special circumstances, override a determination of the company’s shareholders
regarding certain compensation related issues.
Consistent with the foregoing requirements, following the recommendation of our compensation committee, our board and our shareholders
approved our compensation policy in July 2020 and August 2020, respectively. Following that approval, the compensation policy (in updated form, if
applicable) will need to be recommended by the compensation committee and presented for the approval of the board and shareholders, every three years,
in accordance with the requirements of the Companies Law.
Nasdaq Listing Requirements
Under Nasdaq corporate governance rules, we are required to maintain a compensation committee consisting of at least two independent directors.
Each of the members of the compensation committee is required to be independent under Nasdaq rules relating to compensation committee members,
which are different from the general test for independence of board and committee members. Each of the members of our compensation committee satisfies
those requirements.
Compensation Committee Role
Our board of directors has adopted a compensation committee charter that sets forth the responsibilities of the compensation committee, which
include:
● the responsibilities set forth in the compensation committee charter;
● reviewing and approving the grant of options and other incentive awards to the extent such authority is delegated by our board of directors;
and
● reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors.
ESG Steering Committee
Our board has appointed an ESG steering committee that is responsible for formulating policy, devising strategy, and ensuring governed execution
concerning all ESG matters. Members of this committee include representatives of the middle and senior management levels from most departments of our
company, including operations, technology, product, legal, finance, business, and HR.
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With respect to oversight of ESG-related risks and opportunities, each board committee is assigned responsibility for oversight of matters most
applicable to their responsibilities. We believe that allocating responsibility to a committee with relevant knowledge and experience improves the
effectiveness of the board’s oversight. For example, the audit committee oversees risks related to regulatory, financial, and compliance matters, while the
compensation committee oversees the implementation of our compensation policy and practices designed to ensure equitable pay across our organization.
Compensation of Directors
Under the Companies Law, compensation of directors requires the approval of a company’s compensation committee, the subsequent approval of
the board of directors and, unless exempted under the regulations promulgated under the Companies Law, the approval of the shareholders at a general
meeting. Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply, as
described below under “Disclosure of Personal Interests of a Controlling Shareholder and Approval of Certain Transactions.”
For information regarding the current compensation package that is paid to our non-employee directors, see “B. Compensation-Director
Compensation” in this ITEM 6. Our directors are also entitled to be paid reasonable travel, hotel and other expenses expended by them in attending board
meetings and performing their functions as directors of the company, all of which is to be determined by the board of directors.
External directors (when we are required to have them serving on our board of directors) are entitled to remuneration subject to the provisions and
limitations set forth in the regulations promulgated under the Companies Law.
Internal Auditor
Under the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor recommended by the audit
committee. An internal auditor may not be:
● a person (or a relative of a person) who holds 5% or more of the company’s outstanding 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 office holder (including a director) of the company (or a relative thereof); or
● a member of the company’s independent auditor, or anyone on its behalf.
The role of the internal auditor is to examine, among other things, our compliance with applicable law and orderly business procedures. The audit
committee is required to oversee the activities and to assess the performance of the internal auditor as well as to review the internal auditor’s work plan.
Hila Barr - Hoisman of Brightman Almagor & Zohar (Deloitte) serves as our internal auditor.
Approval of Related Party Transactions Under Israeli Law
Fiduciary Duties of Directors and Executive Officers
The Companies Law codifies the fiduciary duties that office holders owe to a company. Each person listed in the table under “Directors and Senior
Management” is an office holder of our company under the Companies Law.
An office holder’s fiduciary duties consist of a duty of care and a duty of loyalty. The duty of care requires an office holder to act with the level of
care with which a reasonable office holder in the same position would have acted under the same circumstances. The duty of loyalty requires that an office
holder act in good faith and in the best interests of the company.
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The duty of care includes a duty to use reasonable means to obtain:
● information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and
● all other important information pertaining to any such action.
The duty of loyalty includes a duty to:
● refrain from any conflict of interest between the performance of his or her duties to the company and his or her other duties or personal
affairs;
● refrain from any activity that is competitive with the business of the company;
● refrain from exploiting any business opportunity of the company to receive a personal gain for himself or herself or others; and
● disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or
her position as an office holder.
Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions
The Companies Law requires that an office holder promptly disclose to the board of directors any conflict of interest (referred to under the
Companies Law as a “personal interest”) that he or she may be aware of and all related material information or documents concerning any existing or
proposed transaction with the company. An interested office holder’s disclosure must be made promptly and, in any event, no later than the first meeting of
the board of directors at which the transaction is considered. A personal interest includes an interest of any person in an act or transaction of a company,
including a personal interest of such person’s relative or of a corporate body in which such person or a relative of such person is a 5% or greater
shareholder, director or general manager (i.e., chief executive officer) 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 from one’s ownership of shares in the company.
A personal interest furthermore includes the personal interest of a person for whom the office holder holds a voting proxy or the personal interest
of the office holder with respect to his or her vote on behalf of a person for whom he or she holds a proxy even if such shareholder has no personal interest
in the matter. An office holder is not, however, obliged to disclose a personal interest if it derives solely from the personal interest of his or her relative in a
transaction that is not considered an extraordinary transaction. Under the Companies Law, an extraordinary transaction is defined as any of the following:
● a transaction other than in the ordinary course of business;
● a transaction that is not on market terms; or
● a transaction that may have a material impact on a company’s profitability, assets or liabilities.
If it is determined that an office holder has a personal interest in a transaction which is not an extraordinary transaction, approval by the board of
directors is required for the transaction, unless the company’s articles of association provide for a different method of approval. Further, so long as an office
holder has disclosed his or her personal interest in a transaction, the board of directors may approve an action by the office holder that would otherwise be
deemed a breach of his or her duty of loyalty. However, a company may not approve a transaction or action that is not in the best interests of the company
or that is not performed by the office holder in good faith. An extraordinary transaction in which an office holder has a personal interest requires approval
first by the company’s audit committee and subsequently by the board of directors. The compensation of, or an undertaking to indemnify or insure, an
office holder who is not a director requires approval first by the company’s compensation committee, then by the company’s board of directors. If such
compensation arrangement or an undertaking to indemnify or insure is inconsistent with the company’s stated compensation policy, or if the office holder is
the chief executive officer (apart from a number of specific exceptions), then such arrangement is further subject to a Special Approval for Compensation.
Arrangements regarding the compensation, indemnification or insurance of a director require the approval of the compensation committee, board of
directors and shareholders by ordinary majority, in that order, and under certain circumstances, a Special Approval for Compensation.
69
Generally, a person who has a personal interest in a matter which is considered at a meeting of the board of directors or the audit or compensation
committees may not be present at such a meeting or vote on that matter unless the chairman of the relevant committee or board of directors (as applicable)
determines that he or she should be present in order to present the transaction that is subject to approval. If a majority of the members of the board
committee or the board of directors (as applicable) has a personal interest in the approval of a transaction, then all directors may participate in discussions
of the committee or the board of directors (as applicable) on such transaction and the voting on approval thereof, but shareholder approval is also required
for such transaction.
Disclosure of Personal Interests of Controlling Shareholders and Approval of Certain Transactions
Pursuant to Israeli law, the disclosure requirements regarding personal interests that apply to directors and executive officers also apply to a
controlling shareholder of a public company. The Companies Law provides a broader definition of a controlling shareholder solely with respect to the
provisions pertaining to related party transactions. For such purposes, a controlling shareholder is a shareholder that has the ability to direct the activities of
a company, including by holding 50% or more of the voting rights in a company or by having the right to appoint the majority of the directors of the
company or its general manager (chief executive officer), and furthermore, by holding 25% or more of the voting rights if no other shareholder holds more
than 50% of the voting rights. For this purpose, the holdings of all shareholders who have a personal interest in the same transaction will be aggregated. An
extraordinary transaction between a public company and a controlling shareholder or in which a controlling shareholder has a personal interest and the
terms of any compensation arrangement of a controlling shareholder who is an office holder or his relative, require the approval of a company’s audit
committee (or compensation committee with respect to compensation arrangements), board of directors and shareholders, in that order. In addition, the
shareholder approval must fulfil one of the following requirements:
● at least a majority of the shares held by all shareholders who do not have a personal interest in the transaction and who are present and voting
at the meeting approves the transaction, excluding abstentions; or
● the shares voted against the transaction by shareholders who have no personal interest in the transaction and who are present and voting at the
meeting do not exceed 2% of the voting rights in the company.
To the extent that any such transaction with a controlling shareholder is for a period extending beyond three years, approval is required once every
three years, unless, with respect to certain transactions, the audit committee determines that the duration of the transaction is reasonable given the
circumstances related thereto.
Arrangements regarding the compensation, indemnification or insurance of a controlling shareholder in his or her capacity as an office holder
require the approval of the compensation committee, board of directors and shareholders by a Special Majority, in that order, and the terms thereof may not
be inconsistent with the company’s stated compensation policy.
Pursuant to regulations promulgated under the Companies Law, certain transactions with a controlling shareholder or his or her relative, with
directors, or with the chief executive officer, that would otherwise require approval of a company’s shareholders may be exempt from shareholder approval
upon certain determinations of the audit committee or compensation committee (as applicable), and the board of directors.
Shareholder Duties
Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner 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 a general meeting and at shareholder
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;
70
● a merger; or
● the approval of related party transactions and acts of office holders that require shareholder approval.
A shareholder also has a general duty to refrain from discriminating against other shareholders.
In addition, certain shareholders have a duty of fairness toward the company. These shareholders include any controlling shareholder, any
shareholder who knows that he or she has 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 Companies Law does not define the substance of
the duty of fairness, 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.
Exculpation, Insurance and Indemnification of Directors and Officers
Under the 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 include such a provision. A company
may not exculpate in advance a director from liability arising out of a prohibited dividend or distribution to shareholders.
Under the Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts
performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of
association include a provision authorizing such indemnification:
● financial liability imposed on him or her in favor of another person pursuant to a judgment, including a 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 foreseen events and amount or criteria;
● reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) 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 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; and (2) in connection with a monetary sanction; and
● 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 Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an
office holder, if and to the extent provided in the company’s articles of association:
● a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the
act would not harm the company;
● a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder;
and
71
● a financial liability imposed on the office holder in favor of a third party.
Under the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:
● a breach of the duty of loyalty, except for indemnification and insurance for a breach of the 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 harm 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 or forfeit levied against the office holder.
Under the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the
compensation committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders. See
“-Approval of Related Party Transactions under Israeli Law.”
Our articles permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies
Law.
We have obtained directors and officers liability insurance for the benefit of our office holders and intend to continue to maintain such coverage
and pay all premiums thereunder to the fullest extent permitted by the Companies Law. In addition, we entered into agreements with each of our directors
and executive officers exculpating them from liability to us for damages caused to us as a result of a breach of duty of care and undertaking to indemnify
them, in each case, to the fullest extent permitted by our articles and the Companies Law, including with respect to liabilities resulting from a public
offering of our shares, to the extent that these liabilities are not covered by insurance.
D. Employees
As of December 31, 2023, we had 873 employees, with 486 located in Israel, 124 in the United States, 214 in Europe and 49 in Asia Pacific. The
following table shows the breakdown of our workforce of employees and subcontractors by category of activity as of the dates indicated:
Area of Activity
Service
Sales and marketing
Manufacturing and operations
Research and development
General and administrative
Total
2021
As of December 31,
2022
2023
165
225
126
223
143
882
160
205
179
239
151
934
151
208
151
223
140
873
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With respect to our Israeli employees, Israeli labor laws govern the length of the workday and workweek, minimum wages for employees,
procedures for hiring and dismissing employees, determination of severance pay, annual leave, sick days, advance notice of termination of employment,
payments to the National Insurance Institute, equal opportunity and anti-discrimination laws and other conditions of employment. While none of our
employees is party to any collective bargaining agreements, certain provisions of the collective bargaining agreements between the Histadrut (General
Federation of Labor in Israel) and the Coordination Bureau of Economic Organizations (including the Industrialists’ Associations) are applicable to our
employees in Israel by order of the Israeli Ministry of the Economy and Industry. These provisions primarily concern pension fund benefits for all
employees, insurance for work-related accidents, recuperation pay and travel expenses. We generally provide our employees with benefits and working
conditions beyond the required minimums. With respect to our German employees, German and European labor laws govern the common employment
terms including worktime, annual leave and employment termination. In addition to that our Kornit Digital Europe GmbH have a work council. The work
council must be consulted about specific employee related issues and has the right to make proposals to management according to the German Works
Constitution Act (BetrVG).
We have never experienced any labor-related work stoppages or strikes and believe our relationships with our employees are good.
We have implemented an employee culture of Diversity, Equity and Inclusion, or DEI, where we seek to create a gender-equitable, welcoming and
comfortable work environment in which our employees can express themselves freely and feel supported to achieve their best.
E. Share Ownership
For information regarding the share ownership of our directors and executive officers, please refer to “ITEM 6.B. Compensation” and “ITEM 7.A.
Major Shareholders.”
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
None.
ITEM 7. Major Shareholders and Related Party Transactions.
A. Major Shareholders
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 14, 2024 by:
● each person or entity known by us to own beneficially 5% or more of our outstanding ordinary shares;
● each of our directors and executive officers individually; and
● all of our executive officers and directors as a group.
The beneficial ownership of our ordinary shares is determined in accordance with the rules of the SEC and generally includes any ordinary shares
over which a person exercises sole or shared voting or investment power, or the right to receive the economic benefit of ownership. For purposes of the
table below, we deem ordinary shares issuable pursuant to options that are currently exercisable or exercisable within 60 days of February 14, 2024 to be
outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we
do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. Except where otherwise indicated, we believe,
based on information furnished to us by such owners, that the beneficial owners of the ordinary shares listed below have sole investment and voting power
with respect to such shares. 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 by brokers or other nominees.
Unless otherwise noted below, each shareholder’s address is c/o Kornit Digital Ltd., 12 Ha’Amal Street, Rosh -Ha’Ayin 4809246, Israel.
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A description of any material relationship that our principal shareholders have had with us or any of our predecessors or affiliates within the past
three years is included under “Certain Relationships and Related Party Transactions.”
The percentages set forth below are based on 47,735,256 ordinary shares outstanding as of February 14, 2024.
Except where otherwise indicated, we believe, based on information furnished to us by such owners, that the beneficial owners of the ordinary
shares listed below have sole investment and voting power with respect to such shares. All of our shareholders, including the shareholders listed below,
have the same voting rights attached to their ordinary shares. See “ITEM 10.B Articles of Association.”
A description of any material relationship that our major shareholders have had with us or any of our predecessors or affiliates within the past year
is included under “ITEM 7.B-Related Party Transactions.”
Name
5% or Greater Shareholders
Morgan Stanley(1)
Artisan Partners Limited Partnership(2)
Senvest Management, LLC(3)
Directors and Executive Officers
Yuval Cohen
Naama Halevi Davidov
Ofer Ben-Zur
Lauri Hanover
Jae Hyun (Jay) Lee
Stephen Nigro
Yehushua (Shuki) Nir
Dov Ofer
Gabi Seligsohn
Ronen Samuel
Daniel Gazit
Kobi Mann
All Directors and Executive Officers as a Group (12 persons)
Number of
Shares
Beneficially
Held
3,141,172
3,719,473
4,396,160
*
*
*
*
*
*
*
*
91,110
*
*
*(4)
Percent
6.6%
7.8%
9.2%
*
*
*
*
*
*
*
*
*
*
*
*
* Represents beneficial ownership of less than 1% of our outstanding ordinary shares.
(1) The address of this shareholder is 1585 Broadway New York, NY 10036 . The information in this row is provided as of December 31, 2023, based on a
statement of beneficial ownership on Schedule 13G filed by Morgan Stanley with the SEC on February 8, 2024. The ordinary shares included in the
beneficial ownership of this shareholder are beneficially owned, or may be deemed to be beneficially owned, by certain operating units (collectively
referred to as the MS Reporting Units) of Morgan Stanley and its subsidiaries and affiliates (collectively referred to as MS). They do not include
ordinary shares, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting
Units.
(2) The address of this shareholder is 875 E. Wisconsin Ave., Suite 800, Milwaukee, WI 53202. The information in this row is provided as of December
31, 2023, based on Amendment No. 1 to a statement of beneficial ownership on Schedule 13G filed by Artisan Partners Limited Partnership and
related persons with the SEC on February 12, 2024. The shares reported for this shareholder have been acquired on behalf of discretionary clients of
Artisan Partners Limited Partnership, or APLP, which holds 3,719,473 shares, including 2,335,900 shares on behalf of Artisan Partners Funds, Inc.
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(3) The address of this shareholder is 540 Madison Avenue, 32nd Floor, New York, New York 10022. The information in this row is provided as of
December 31, 2023, based on Amendment No. 2 to a statement of beneficial ownership on Schedule 13G filed by Senvest Management, LLC with the
SEC on February 9, 2024. The ordinary shares reported in this row are held in the account of Senvest Master Fund, LP and Senvest Technology
Partners Master Fund, LP, which we collectively refer to as the Senvest Investment Vehicles. Senvest Management, LLC may be deemed to
beneficially own the securities held by the Senvest Investment Vehicles by virtue of Senvest Management, LLC’s position as investment manager of
the Senvest Investment Vehicles. Mr. Richard Mashaal may be deemed to beneficially own the securities held by the Senvest Investment Vehicles by
virtue of Mr. Mashaal’s status as the managing member of Senvest Management, LLC. None of the foregoing should be construed in and of itself as an
admission by any of the foregoing persons or entities as to beneficial ownership of those ordinary shares.
(4) Consists of ordinary shares, and additional ordinary shares underlying options, RSUs and PSUs that may be exercised or settled (as applicable) by our
directors and executive officers within 60 days of February 14, 2024.
Recent Significant Changes in the Percentage Ownership of Major Shareholders
In February 2022, each of Wasatch Advisors Inc. and Clal Insurance Enterprises Holdings Ltd., or Clal (each, former major shareholders of ours)
again reported changes in its beneficial ownership that had taken place over the course of 2021, as their beneficial ownership percentages had decreased
from 9.8% to 6.9%, and from 5.1% to 3.2%, respectively, over the course of 2021. Clal consequently ceased to be a 5% shareholder.
In February 2023, Wasatch Advisors Inc. reported that it had increased its beneficial ownership percentage from 6.9% to 9.4%, reflecting an
increase over the course of 2022.
Each of Artisan Partners Limited Partnership, Granahan Investment Management, LLC (a former major shareholder) and Senvest Management,
LLC became a new 5% shareholder over the course of 2022, reporting beneficial ownership that constituted 8.8%, 7.0% and 8.3%, respectively in February
2023.
In February 2024, each of Wasatch Advisors Inc. and Granahan Investment Management, LLC reported that its beneficial ownership had
decreased below 5% during 2023, thereby causing it to cease to be a major shareholder of ours. In addition, Artisan Partners Limited Partnership reported a
decrease in its beneficial ownership over the course of 2023, now holding 7.8% of our outstanding shares as of February 2024, while Senvest Management,
LLC reported an increase in in its beneficial ownership in 2023, with its holdings comprising 9.2% of our outstanding shares as of February 2024. A new
major shareholder, Morgan Stanley, acquired ordinary shares in 2023 that constitute 6.6% of our outstanding ordinary shares as of February 2024.
Other than the foregoing, there have been no recent significant changes in the percentage ownership of major shareholders.
Record Holders
Based upon a review of the information provided to us by our transfer agent, as of February 14, 2024, there were two holders of record of our
ordinary shares, of which one record holder, holding approximately 99.93% of our outstanding ordinary shares, had a registered address in the United
States. These numbers are not representative of the number of beneficial holders of our shares, nor is it representative of where such beneficial holders
reside, since all of these shares held of record in the United States were held through CEDE & Co., the nominee company of the Depository Trust
Company, on behalf of hundreds of firms of brokers and banks in the United States, who in turn held such shares on behalf of several thousand clients and
customers.
B. Related Party Transactions
Our policy is to enter into transactions with related parties on terms that, on the whole, are no more favorable, or no less favorable than those
available from unaffiliated third parties. Based on our experience in the business sectors in which we operate and the terms of our transactions with
unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they occurred. The following is a
description of material transactions, or series of related material transactions, since January 1, 2023, to which we were or will be a party and in which the
other parties included or will include our directors, executive officers, holders of more than 10% of our voting securities or any member of the immediate
family of any of the foregoing persons.
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Agreements and Arrangements with, and Compensation of, Directors and Executive Officers
Employment Agreements
We have entered into written employment agreements with each of our executive officers. These agreements provide for notice periods of varying
duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base
salary and benefits (except for the accrual of vacation days). These agreements also contain customary provisions regarding non-competition,
confidentiality of information and assignment of inventions. However, the enforceability of the non-competition provisions may be limited under
applicable law.
Options, RSUs and PSUs
Since our inception we have granted options to purchase our ordinary shares to our officers and certain of our directors, and, commencing in 2018
(following approval by our shareholders), we began awarding annual RSU grants to our non-employee directors, and we also award them to our executive
officers. Our option agreements may contain, and the terms of our RSU grants do contain, acceleration provisions upon certain merger, acquisition, or
change of control transactions (in the case of the RSU grants, upon termination of, or resignation by, a non-employee director in connection with any such
transaction or immediately thereafter). Our equity grant agreements for our officers also provide, in certain cases, for acceleration of vesting in the event of
certain merger, acquisition, or change of control transactions. In 2021 and 2022, following shareholder approvals, we granted RSUs as well as performance
based RSUs, or PSUs, to our chief executive officer (as described below under “Compensation Arrangement for CEO”). We describe our equity incentive
plans under “ITEM 6.B. Compensation”. If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in
the option plans), all options that are vested will generally remain exercisable for ninety days after such termination.
Indemnification Agreements
Our articles permit us to exculpate, indemnify and insure each of our directors and office holders to the fullest extent permitted by Israeli law. We
have entered into indemnification agreements with each of our directors and executive officers, undertaking to indemnify them to the fullest extent
permitted by Israeli law, including with respect to liabilities resulting from a public offering of our shares, to the extent that these liabilities are not covered
by insurance. We have also obtained Directors and Officers insurance for each of our executive officers and directors. For further information, see “ITEM
6.C Board Practices-Exculpation, Insurance and Indemnification of Directors and Officers.”
Compensation Arrangement for CEO
At our 2022 special general meeting of shareholders, held on December 29, 2022, our shareholders approved (following approval by our
compensation committee and board of directors) an updated compensation package for our chief executive officer (the “CEO”), Ronen Samuel. We have
provided below the updated compensation figures for the CEO, as adjusted based on that approval by our shareholders:
Base Salary: NIS 1.46 million (approximately $392,520)
Target Annual Bonus (% Base Salary): 100%
Target Total Cash (Base + Bonus): $785,040
Long-Term Incentive/ Equity Target Value: $2,500,000 annually
Target Total Direct Compensation: $3,285,040
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The compensation package includes the following specific elements:
(i) Total Shareholder Return (TSR) PSUs: PSUs valued at approximately $1,250,00 are granted to the CEO annually.
● The actual number of TSR PSUs to be granted each year with the foregoing $1,250,000 value are determined based on a valuation
methodology generally used for such awards (e.g., Monte Carlo method) as of the date of the relevant annual shareholder meeting or as of the
relevant anniversary of the date of the meeting.
● The vesting of the TSR PSUs is dependent upon the performance of our TSR, as measured by our Company’s share price, relative to the
performance of the S&P 500 index, which determination is made for a two-year (30% weight) and three year (70% weight) period of time,
upon the two-year and three-year anniversaries of each grant date, with the TSR PSUs either partially or fully vesting (if either/both
performance conditions are met at or above the threshold level) or expiring (if the performance conditions are not met) on the three-year
anniversary of each grant date;
● There is “double trigger” vesting and acceleration of vesting due to termination of the CEO in certain circumstances.
● The actual payout on the TSR PSUs (i.e., how many vest), will be determined based on our performance relative to a payout curve, with
threshold and maximum performance levels, whereby the payout can be anywhere from zero to in excess of the payout target, as follows:
Kornit TSR
Percentile Rank
< 35th Percentile
35th Percentile
55th Percentile
75th Percentile
> 75th Percentile
Payout
(% of Target)*
0%
50% (Threshold)
100% (Target)**
150%
200% (Maximum)
*
Subject to linear interpolation
** Target payout requires above median performance and the applicable payout will be capped at target if our company’s absolute TSR performance for
the relevant measurement period is negative, irrespective of our company’s percentile ranking for such period.
(ii) RSUs: RSUs valued at approximately $625,000 are granted to the CEO annually.
● The actual number of RSUs to be granted each August 12 with the foregoing $625,000 value is based on the 30-day volume weighted average
price of Kornit’s ordinary shares over the 30-day period preceding each such grant date.
● The RSUs vest over a four-year period, with 25% of the RSUs vesting upon the first anniversary of the grant date and an additional 6.25% of the
RSUs vesting upon the conclusion of each of the next 12 quarters thereafter, subject to the CEO’s continuous employment.
● There is “double trigger” vesting and acceleration of vesting due to termination of the CEO in certain circumstances.
(iii) Options: Options valued at approximately $625,000 (the number of options to be granted each August 12 to be determined based on the binomial
pricing methodology as of the date of grant) are granted to the CEO annually.
● the options have an exercise price equal to the closing price of Kornit’s ordinary shares on the grant date;
● subject to Mr. Samuel’s continued employment as our CEO, the options vest over a four-year period, with 25% of the options vesting upon the
first anniversary of the grant date and an additional 6.25% of the options vesting upon the conclusion of each of the next 12 quarters thereafter,
subject to the CEO’s continuous employment;
● There is “double trigger” vesting and acceleration of vesting due to termination of the CEO in certain circumstances; and
● The options have a ten-year term, at the conclusion of which any unexercised options would expire.
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“Clawback” Condition
The compensation terms for our CEO are subject, in the case of annual bonus and long-term incentive/equity compensation, to a potential
repayment obligation to our Company/ cancellation (as applicable), under certain circumstances, as described in our compensation policy. In particular, in
the event of an accounting restatement, we would be entitled to recover from the CEO a bonus payment in the amount by which it exceeds the bonus
amount that would have been paid under the financial statements, as restated. In the case of performance-based equity compensation, i.e., TSR PSUs,
which vest based on the performance of our share price (in comparison to the S&P 500 index companies), which itself derives in part from our reported
financial results, we may cancel vested TSR PSUs to the extent that our share price following the accounting restatement drops below the level at which it
minimally would have had to be in order for the TSR PSUs to have vested. If the subject TSR PSUs have been settled for underlying shares and the shares
have been sold on the market already, we may seek monetary recovery to the extent the TSR PSUs would not have vested originally based on our share
price following the accounting restatement.
Our right to recoup an excess payment/equity grant to our CEO applies to cash and equity incentive compensation paid during the three completed
fiscal years immediately preceding the date on which we are required to prepare the accounting restatement or the CEO engaged in the misconduct. In
order to recoup any such amounts, we must make a claim for recoupment prior to the second anniversary of the fiscal year end of the restated financial
statements (as per the terms of our compensation policy).
Hedging/Pledging Restrictions
To ensure that the equity portion of our CEO’s compensation package serves solely to motivate our CEO to create value for our shareholders, our
CEO is prohibited from creating “short” positions or engaging in other hedging activity with respect to our ordinary shares, which restrictions are based on
our insider trading policy, and apply equally to our CEO. For a similar reason, our CEO will generally be prohibited from pledging the equity to be granted
to him as collateral for a loan that may be received by him.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. Financial Information.
A. Statements and Other Financial Information
We have appended our financial statements at the end of this annual report, starting at page F-1, as part of this annual report.
Legal Proceedings
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our
business. Currently, and in the recent past, other than as described below, we are not and have not been a party to any legal proceedings, nor are there any
legal proceedings (including governmental proceedings) pending or, to our knowledge, threatened against us, that our management believes, individually or
in the aggregate, would have a significant effect on our financial position or profitability. We intend to defend against any claims to which we may become
subject, and to proceed with any claims that we may need to assert against third parties, in a vigorous fashion.
Securities Class Action Lawsuits
On February 15, 2023, a securities class action complaint was filed by a shareholder of Kornit in U.S. federal court in New Jersey, naming our
company, our chief executive officer, Ronen Samuel, and our former chief financial officer, Alon Rozner, as defendants. The complaint asserts claims
under Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder, and seeks unspecified damages. The complaint alleges
misrepresentations by our company in our Exchange Act disclosures which caused our ordinary shares to trade at artificially inflated prices during the
period between February 2021 and July 2022.
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On February 17, 2023, an additional securities class action complaint was filed by a shareholder of Kornit in U.S. federal court in New Jersey,
naming our company, our directors during the subject period (described below), our chief executive officer, Ronen Samuel, our former chief financial
officer, Alon Rozner, the underwriters for our November 2021 follow-on public offering and Amazon (which sold shares in that public offering) as
defendants. The complaint asserts claims under Sections 11, 12(a)(2) and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act, and Rule
10b-5 promulgated under the Exchange Act, and seeks unspecified damages. The complaint alleges false and misleading statements by our company in our
registration statement and prospectus supplement for the November 2021 follow-on offering and in our Exchange Act disclosures which caused our
ordinary shares to be sold in that offering, and to trade in an ongoing manner, at artificially inflated prices during the period between August 2021 and July
2022.
On August 30, 2023, in the Genesee County case, the Court granted an unopposed motion to consolidate the two actions, to appoint certain
plaintiffs represented by Bernstein Litowitz as lead plaintiffs (“Lead Plaintiffs”), and to appoint Bernstein Litowitz as lead counsel. On October 27, 2023,
Lead Plaintiffs filed a consolidated complaint. The consolidated complaint alleges that, between February 2021 and July 2022, the Company made
misrepresentations and omissions in our public statements and disclosures in violation of the Exchange Act and Rule 10b-5 promulgated thereunder. Lead
Plaintiffs assert these Exchange Act claims against the Company, Mr. Samuel, and Mr. Rozner, seek to recover on behalf of a putative class of Kornit
shareholders who acquired shares between February 17, 2021 and July 5, 2022, and seek unspecified damages. The consolidated complaint also asserts
claims under the Securities Act, alleging that the Company made misrepresentations and omissions in our registration statement and prospectus for the
2021 Offering; it asserts these Securities Act claims against Kornit, Mr. Samuel, Mr. Rozner, certain current and former Kornit officers and directors, and
the underwriters for the 2021 Offering (but not against Amazon) (together, “Defendants”).
Defendants moved to dismiss the consolidated complaint on December 21, 2023. Lead Plaintiffs filed an opposition to Defendants’ motion to
dismiss on February 16, 2024. Pursuant to a schedule stipulated between the parties and ordered by the Court, Defendants will file their reply in further
support of their motion to dismiss no later than April 1, 2024
We believe the lawsuits are without merit and have been defending against these cases vigorously. As of the date hereof, we are unable to estimate
a range of loss, if any, that could result were there to be adverse final decisions in these cases, and estimated liabilities have not been recorded by the
company in our financial statements.
Dividend Distribution Policy
We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying any dividends in the foreseeable future.
We currently intend (subject to any extraordinary market conditions that might arise) to retain future earnings, if any, to finance operations and expand our
business. To the extent that volatile or depressed market conditions (whether in the wake of the coronavirus outbreak or otherwise) reduce the trading price
of our ordinary shares substantially for an extended period of time, we may potentially consider using a portion of our cash reserves toward share
repurchases. Our board of directors has sole discretion whether to pay dividends (or to effect share repurchases). If our board of directors decides to pay
dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial
condition, contractual restrictions and other factors that our directors may deem relevant. See “ITEM 3.D. Risk Factors- Risks Related to Our Ordinary
Shares- We have never paid cash dividends on our share capital, and we do not anticipate paying any cash dividends in the foreseeable future” and, in
Exhibit 2.2 to this annual report, “Description of Kornit Digital Ltd. Ordinary Shares- Dividend and Liquidation Rights” for an explanation concerning the
payment of dividends under Israeli law.
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B. Significant Changes
Since the date of our financial statements included in ITEM 18 of this annual report, there has not been a significant change in our company other
than as described elsewhere in this annual report.
ITEM 9. The Offer and Listing.
A. Listing details
Our ordinary shares have been quoted on the Nasdaq Global Select Market under the symbol “KRNT” since April 2, 2015. Prior to that date, there
was no public trading market for our ordinary shares.
On March 15, 2024, the closing sales price of our ordinary shares on the Nasdaq Global Select Market was $17.09
B. Plan of Distribution
Not applicable.
C. Markets
See “-Listing Details” 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. Articles of Association
The information called for by this Item 10.B of Form 20-F has been provided in Exhibit 2.2 to this annual report. The content of Exhibit 2.2 is
incorporated by reference herein.
C. Material Contracts
We are not party to any material contract within the two years prior to the date of this annual report, other than contracts entered into in the
ordinary course of business, or as otherwise described below in this ITEM 10.C.
Agreements with Amazon
Master Purchase Agreement
On January 10, 2017, we entered into a master purchase agreement, or the Purchase Agreement, with Amazon Corporate LLC, a subsidiary of
Amazon.com, Inc., or Amazon. Under the Purchase Agreement, as amended in March 2017, January 2018, and June 2018, Amazon may purchase, and we
have committed to supply, AVHD6 digital direct-to-garment printers and NeoPigment ink and other consumables at agreed-upon prices which are subject
to volume. We also agreed to provide maintenance services and extended warranties to Amazon at agreed-upon prices.
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The Purchase Agreement provides for an “end of life” program. We are required to notify Amazon 12 months in advance if it intends to stop
supporting one of the products or services supplied by us and to continue to manufacture the product or provide such service during the applicable period.
Subject to certain exceptions, we are required to continue to supply ink in such quantities as Amazon requires for at least 36 months after the earlier of (1)
the end of the term of the Purchase Agreement or (2) 18 months following the purchase of the last product sold pursuant to the Purchase Agreement. The
Purchase Agreement requires us to make arrangements to ensure continuity of our supply of products if we do not comply with its requirements to supply
the products or the services under the agreement or becomes insolvent. The Purchase Agreement also provides for penalties on a sliding scale in the case of
late delivery or if our systems are unavailable for certain specific periods. There are no minimum spending commitments under the Purchase Agreement.
The term of the Purchase Agreement was five years beginning on May 1, 2016 and extends automatically for additional one-year periods unless terminated
by Amazon. The Purchase Agreement is subject to customary termination provisions, including material uncured breaches, insolvency or our acquisition by
a competitor of Amazon. The Purchase Agreement may also be terminated by Amazon without cause subject to an agreed advance notice period.
New Transaction Agreement and New Warrant
We previously (in January 2017) entered into a transaction agreement with Amazon pursuant to which we had issued to Amazon a warrant to
purchase our ordinary shares, which had vested and was exercised, in its entirety, with all underlying shares having been sold by Amazon, prior to 2023. On
September 14, 2020, we and Amazon entered into a new transaction agreement, or the New Transaction Agreement, pursuant to which we issued to an
affiliate of Amazon a warrant, or the New Warrant, to acquire up to 3,401,028 of our ordinary shares, or the New Warrant Shares, at a purchase price of
$59.26 per share, which is based on the 30-trading day VWAP prior to the execution of the New Transaction Agreement. The New Warrant also provides
for cashless (net) exercise.
The New Warrant Shares underlying the New Warrant are subject to vesting as a function of payments of up to an aggregate of $400 million by
Amazon and its affiliates over a five-year period for two different categories of product lines and services as follows:
Purchased Amount
Maximum Number of Vesting Shares
Number of Vesting Shares per $5 Million Payment
Existing Product Lines
and Services
$250 million
1,943,445
38,869
New Product Lines
and Services
$150 million
1,457,583
48,587
“Existing” products refers to any product line that has been purchased by Amazon from Kornit before the date of the issuance of the New Warrant,
for example, products from the Kornit Avalanche and the Kornit Atlas printing system family and related ink and spare parts. “New” products refer to any
product line that has not been purchased by Amazon before the date of the issuance of the New Warrant and may be purchased by Amazon in the future.
“New” products include any future potential new applications that are printed using existing products. Neither the New Warrant nor the Purchase
Agreement, as amended, contain any pricing terms or minimum purchase agreements for “New” products, and no “New” product has been qualified for use
by Amazon.
The New Warrant is exercisable through the earlier of (1) January 10, 2027 and (2) the fifth anniversary of the date that all shares underlying
under the Original Warrant are vested (i.e., the date on which Amazon and its affiliates have collectively made gross payments totaling $150 million to the
Company or its affiliates in connection with invoices in respect of orders placed under the Purchase Agreement).
Upon the consummation of a change of control transaction (as defined in the New Warrant), subject to certain exceptions, the unvested portion of
the New Warrant will vest in full and become fully exercisable.
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The exercise price and the number of New Warrant Shares issuable upon exercise of the New Warrant are subject to customary anti-dilution
adjustments.
The New Warrant also limits Amazon’s beneficial ownership to 4.999% of our outstanding shares unless Amazon waives this limit upon 61 days’
notice, in which case Amazon’s beneficial ownership is then limited to 9.999% of our outstanding shares.
The New Transaction Agreement includes customary representations, warranties and covenants of our company and Amazon. The New
Transaction Agreement restricts any transfer of the New Warrant and New Warrant Shares issuable thereunder, except under certain circumstances set forth
in the New Transaction Agreement.
Under the New Transaction Agreement, the registration rights that applied under the Original Transaction Agreement to Original Warrant Shares
are deemed to apply to the New Warrant Shares as well.
The New Transaction Agreement also contains certain customary standstill restrictions with respect to an acquisition of our shares (other than an
acquisition of the shares underlying the Original Warrant and the New Warrant), solicitation of proxies and other actions that seek to influence the control
of our company. These standstill restrictions remain in effect until such time as the New Warrant Shares issued under the New Warrant or that remain
unexercised under the New Warrant represent less than 2% of our outstanding shares.
As of December 31, 2023, 1,787,953 New Warrant Shares had vested and were issuable under the New Warrant.
Other Material Contracts
Material Contract
Location of Description in This Annual Report
Agreements and arrangements with, and compensation of, directors and
executive officers
“ITEM 7.B. Related Party Transactions-Agreements and arrangements
with, and compensation of, directors and executive officers.”
Kornit Digital Compensation Policy
“ITEM 6.C. Board Practices-Board Committees-Compensation Committee
and Compensation Policy.”
OEM Supply Agreement, dated December 3, 2015, between us and
FujiFilm Dimatix, Inc.
“ITEM 3.D. Risk Factors- Risks Related to Our Business and Our Industry-
Risk factor titled “If our relationships with suppliers...”
Manufacturing Services Agreement, dated as of May 2015, between us and
Flex
“ITEM 3.D. Risk Factors- Risks Related to Our Business and Our Industry-
Risk factor titled “If our relationships with suppliers...”
Manufacturing Services Agreement, dated as of February 26, 2019, between
us and Sanmina-SCI Israel Medical Systems Ltd.
“ITEM 3.D. Risk Factors- Risks Related to Our Business and Our Industry-
Risk factor titled “If our relationships with suppliers...”
Office and Parking Space Lease Agreement, dated as of December 17, 2007
between us and Industrial Building Corporation, as amended
“ITEM 4.D. Property, Plant and Equipment.”
Lease Agreement dated as of March 25, 2010 between us and Benbenisti
Engineering Ltd., as amended
“ITEM 4.D. Property, Plant and Equipment.”
Lease dated December 2017 between Bonanno Real Estate Group I, L.P.
and Kornit Digital North America, Inc.
“ITEM 4.D. Property, Plant and Equipment.”
Lease Agreement, dated as of March 27, 2022, by and between us and the
Israel Lands Authority.
“ITEM 3.D. Risk Factors-Risks Related to Our Business and Our Industry-
Our new Kiryat Gat facility…”.
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D. Exchange Controls
There are currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our ordinary shares or
the proceeds from the sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding some transactions.
However, legislation remains in effect under which currency controls can be imposed by administrative action at any time.
The ownership or voting of our ordinary shares by non-residents of Israel, except with respect to citizens of countries which are in a state of war
with Israel, is not restricted in any way by our articles or by the laws of the State of Israel.
E. Taxation
Israeli Tax Considerations
The following is a brief summary of the material Israeli tax consequences concerning the ownership and disposition of our ordinary shares by our
shareholders. This summary does not discuss all the aspects 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 such investors include residents of Israel
or traders in securities who are subject to special tax regimes not covered in this discussion. Because parts of this discussion are based on new tax
legislation that has not yet been subject to judicial or administrative interpretation, we cannot assure you that the appropriate tax authorities or the courts
will accept the views expressed in this discussion. The discussion below is subject to change, including due to amendments under Israeli law or changes to
the applicable judicial or administrative interpretations of Israeli law, which change could affect the tax consequences described below.
Capital Gains Taxes Applicable to Non-Israeli Resident Shareholders.
Israeli capital gains tax is imposed on the disposal of capital assets by a non-Israeli resident if such assets are either (i) located in Israel; (ii) shares
or rights to shares in an Israeli resident company, or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a specific exemption is
available or unless a tax treaty between Israel and the seller’s country of residence provides otherwise. Capital gain is generally subject to tax at the
corporate tax rate (23% in 2018 and thereafter), if generated by a company, or at the rate of 25% if generated by an individual, or 30% in the case of sale of
shares by a Substantial Shareholder (i.e., a person who holds, directly or indirectly, alone or together with such person’s relative or another person who
collaborates with such person on a permanent basis, 10% or more of any of the company’s “means of control” (including, among other things, the right to
receive profits of the company, voting rights, the right to receive proceeds upon liquidation and the right to appoint a director)) at the time of sale or at any
time during the preceding 12-month period. Individual and corporate shareholders dealing in securities in Israel are taxed at the tax rates applicable to
business income (a corporate tax rate for a corporation and a marginal tax rate of up to 47% for an individual in 2023) unless the benefiting provisions of an
applicable treaty applies.
Notwithstanding the foregoing, a non-Israeli resident (individual or corporation) who derives capital gains from the sale of shares in an Israeli
resident company that were purchased after the company was listed for trading on a recognized stock exchange in Israel or outside of Israel will generally
be exempt from Israeli tax so long as the shares were not held through a permanent establishment that the non-Israeli resident maintains in Israel (and with
respect to shares listed on a recognized stock exchange outside of Israel, so long as neither the shareholder nor the particular capital gain is otherwise
subject to the Israeli Income Tax Law (Inflationary Adjustments) 5745-1985). However, non-Israeli corporations will not be entitled to the foregoing
exemption if Israeli residents: (i) have a controlling interest of more than 25% in such non-Israeli corporation or (ii) are the beneficiaries of, or are entitled
to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. These provisions dealing with capital gain are not
applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be business income.
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Additionally, a sale of shares by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty.
For example, under the United States-Israel Tax Treaty, the sale, exchange or other disposition of shares of an Israeli company by a shareholder who (i) is a
U.S. resident (for purposes of the treaty), (ii) holds the shares as a capital asset, and (iii) is entitled to claim the benefits afforded to such person by the
treaty, is generally exempt from Israeli capital gains tax. Such exemption will not apply if: (i) the capital gain arising from such sale, exchange or
disposition is attributed to real estate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed to royalties; (iii) the
capital gain arising from the sale, exchange or disposition that can be attributed to a permanent establishment of the shareholder that is maintained in Israel
under certain terms; (iv) the shareholder holds, directly or indirectly, shares representing 10% or more of the voting rights during any part of the 12-month
period preceding such sale exchange or other disposition, subject to certain conditions; or (v) such U.S. resident is an individual and was present in Israel
for a period or periods aggregating to 183 days or more during the relevant taxable year. In any such case, the sale, exchange or disposition of our ordinary
shares would be subject to Israeli tax, to the extent applicable; however, under the United States-Israel Tax Treaty, a U.S. resident would be permitted to
claim a credit for such taxes against the U.S. federal income tax imposed with respect to such sale, exchange or disposition, subject to the limitations under
U.S. law applicable to foreign tax credits. The United States-Israel Tax Treaty does not relate to U.S. state or local taxes.
In some instances where our shareholders may be liable for Israeli tax on the sale of their ordinary shares, the payment of the consideration may be
subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order
to avoid withholding at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident company, such as a
merger or other transaction, the ITA may require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by that authority
or obtain a specific exemption from the ITA to confirm their status as non-Israeli residents, and, in the absence of such declarations or exemptions, may
require the purchaser of the shares to withhold taxes at source.
Taxation of Non-Israeli Shareholders on Receipt of Dividends.
Non-Israeli residents (whether individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on our
ordinary shares at the rate of 25% or 30% (if the recipient is a Substantial Shareholder at the time of receiving the dividend or at any time during the
preceding 12 months) or 15% if the dividend is distributed from income attributed to a Benefited Enterprise and 20% with respect to a Preferred Enterprise,
subject to certain conditions. Such dividends are generally subject to Israeli withholding tax at a rate of 25% so long as the shares are registered with a
nominee company (whether the recipient is a Substantial Shareholder or not) and 15% if the dividend is distributed from income attributed to a Benefited
Enterprise or 20% if the dividend is distributed from income attributed to a Preferred Enterprise, or such reduced rate as may be provided under an
applicable tax treaty (subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate, or such lower tax rate as may be
provided in an applicable tax treaty).
For example, under the United States-Israel Tax Treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our
ordinary shares who is a U.S. resident (for purposes of the United States-Israel Tax Treaty) is 25%. However, generally, the maximum rate of withholding
tax for dividends not generated by a Benefited Enterprise and paid to a U.S. corporation holding 10% or more of the outstanding voting rights from the start
of the tax year preceding the distribution of the dividend through (and including) the distribution of the dividend, is 12.5%, provided that not more than
25% of the gross income for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, a distribution of
dividends to non-Israeli residents is subject to withholding tax at source at a rate of 15% if the dividend is distributed from income attributed to a Benefited
Enterprise for such U.S. corporation shareholder, provided that the condition related to our gross income for the previous year (as set forth in the previous
sentence) is met. U.S. residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for United States federal
income tax purposes in the amount of the taxes withheld, subject to detailed rules contained in U.S. tax legislation.
If the dividend is attributable partly to income derived from a Benefited Enterprise or a Preferred Enterprise, and partly from other sources of
income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income.
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A non-Israeli resident who receives dividends from which tax was withheld is generally exempt from the obligation to file tax returns in Israel
with respect to such income, provided that (i) such income was not generated from business conducted in Israel by the taxpayer, (ii) the taxpayer has no
other taxable sources of income in Israel with respect to which a tax return is required to be filed, and (iii) the taxpayer is not obligated to pay excess tax (as
further explained below).
Estate and Gift Tax.
Israeli law presently does not impose estate or gift taxes.
Excess Tax.
Individuals who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an
additional tax at a rate of 3% on annual income exceeding NIS 698,280 for 2023, which amount is linked to the annual change in the Israeli consumer price
index, including, but not limited to, dividends, interest and capital gain.
U.S. Federal Income Taxation
The following is a description of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of the acquisition,
ownership and disposition of our ordinary shares. This description addresses only the U.S. federal income tax consequences to purchasers of our ordinary
shares and that will hold such ordinary shares as capital assets. This description does not address tax considerations applicable to holders that may be
subject to special tax rules, including, without limitation:
● banks, financial institutions or insurance companies;
● real estate investment trusts, regulated investment companies or grantor trusts;
● dealers or traders in securities, commodities or currencies;
● tax-exempt entities;
● certain former citizens or long-term residents of the United States;
● persons that received our ordinary shares as compensation for the performance of services;
● persons that will hold our ordinary shares as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for
U.S. federal income tax purposes;
● persons owning ordinary shares in connection with a trade or business conducted outside the United States;
● certain U.S. expatriates;
● partnerships (including entities classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or holders that
will hold our ordinary shares through such an entity;
● U.S. Holders (as defined below) whose “functional currency” is not the U.S. dollar; or
● holders that own directly, indirectly or through attribution 10.0% or more of the voting power or value of our ordinary shares.
Moreover, this description does not address the United States federal estate, gift, alternative minimum tax or net investment income tax
consequences, or any state, local or non-U.S. tax consequences, of the acquisition, ownership and disposition of our ordinary shares.
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This description is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, existing, proposed and temporary U.S. Treasury
Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof. Each of the foregoing is
subject to change, which change could apply retroactively and could affect the tax consequences described below. There can be no assurances that the U.S.
Internal Revenue Service will not take a different position concerning the tax consequences of the acquisition, ownership and disposition of our ordinary
shares or that such a position would not be sustained.
For purposes of this description, a “U.S. Holder” is a beneficial owner of our ordinary shares that, for U.S. federal income tax purposes, is:
● a citizen or resident of the United States;
● a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the
United States or any state thereof, including the District of Columbia;
● an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
● a trust if such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if (1) a court within the United
States is able to exercise primary supervision over its administration and (2) one or more U.S. persons have the authority to control all of the
substantial decisions of such trust.
If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds 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 or partnership should
consult its tax advisor as to its tax consequences.
You should consult your tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning and
disposing of our ordinary shares.
Distributions
Subject to the discussion below under “- Passive Foreign Investment Company Considerations,” if you are a U.S. Holder, the gross amount of any
distribution that we pay you with respect to our ordinary shares before reduction for any non-U.S. taxes withheld therefrom generally will be includible in
your income as dividend income to the extent such distribution is paid out of our current or accumulated earnings and profits as determined under U.S.
federal income tax principles. To the extent that the amount of any cash distribution exceeds our current and accumulated earnings and profits as
determined under U.S. federal income tax principles, it will be treated first as a tax-free return of your adjusted tax basis in our ordinary shares and
thereafter as capital gain. We do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles. Therefore, if you
are a U.S. Holder, you should expect that the entire amount of any cash distribution generally will be reported as dividend income to you; provided,
however, that distributions of ordinary shares to U.S. Holders that are part of a pro rata distribution to all of our shareholders generally will not be subject
to U.S. federal income tax. Non-corporate U.S. Holders may qualify for the lower rates of taxation with respect to dividends on ordinary shares applicable
to long term capital gains (i.e., gains from the sale of capital assets held for more than one year), provided that certain conditions are met, including certain
holding period requirements and the absence of certain risk reduction transactions. Moreover, such reduced rate shall not apply if we are a PFIC for the
taxable year in which it pays a dividend or were a PFIC for the preceding taxable year. Dividends will not be eligible for the dividends received deduction
generally allowed to corporate U.S. Holders.
If you are a U.S. Holder, subject to the discussion below, dividends that we pay you with respect to our ordinary shares will be treated as foreign
source income, which may be relevant in calculating your foreign tax credit limitation. Subject to certain conditions and limitations, non-U.S. tax withheld
on dividends may be deducted from your taxable income or credited against your U.S. federal income tax liability. The limitation on foreign taxes eligible
for credit is calculated separately with respect to specific classes of income. For this purpose, dividends that we distribute generally should constitute
“passive category income,” or, in the case of certain U.S. Holders, “general category income.” A foreign tax credit for foreign taxes imposed on
distributions may be denied if you do not satisfy certain minimum holding period requirements. The rules relating to the determination of the foreign tax
credit are complex, and you should consult your tax advisor to determine whether and to what extent you will be entitled to this credit.
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Although, as discussed above, dividends that we pay to a U.S. Holder will generally be treated as foreign source income, for periods in which we
are a “United States-owned foreign corporation,” a portion of dividends paid by us may be treated as U.S. source income solely for purposes of the foreign
tax credit. We would be treated as a United States-owned foreign corporation if 50% or more of the total value or total voting power of our stock is owned,
directly, indirectly or by attribution, by United States persons. To the extent any portion of our dividends is treated as U.S. source income pursuant to this
rule, the ability of a U.S. Holder to claim a foreign tax credit for any Israeli withholding taxes payable in respect of our dividends may be limited. Treasury
Regulations that apply to taxable years beginning on or after December 28, 2021 may in some circumstances prohibit a U.S. Holder from claiming a
foreign tax credit unless the taxes are creditable under the U.S.-Israel Tax Treaty and the holder is eligible for benefits under the U.S.-Israel Tax Treaty and
elects its application. Holders should consult their own tax advisors about the impact of, and any exception available to, the special sourcing rule described
in this paragraph, and the desirability of making, and the method of making, such an election.
The amount of any dividend income paid in NIS will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of
receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, you
should not be required to recognize exchange gain or loss in respect of the dividend income. You may have exchange gain or loss if the dividend is
converted into U.S. dollars after the date of receipt. Exchange gain or loss will be treated as U.S.-source ordinary income or loss.
Sale, Exchange or Other Disposition of Ordinary Shares
Subject to the discussion above under “- Passive Foreign Investment Company Considerations,” if you are a U.S. Holder, you generally will
recognize an amount of gain or loss on the sale, exchange or other disposition of our ordinary shares equal to the difference between the amount realized on
such sale, exchange or other disposition and your tax basis in our ordinary shares, and such gain or loss will be capital gain or loss. The tax basis in an
ordinary share generally will equal the U.S. dollar cost of such ordinary share. If you are a non-corporate U.S. Holder, capital gain from the sale, exchange
or other disposition of ordinary shares generally will be eligible for a preferential rate of taxation applicable to capital gains, if your holding period for such
ordinary shares exceeds one year. The deductibility of capital losses for U.S. federal income tax purposes is subject to limitations under the Code. Any such
gain or loss that a U.S. Holder recognizes generally will be treated as U.S. source income or loss for foreign tax credit limitation purposes.
If an Israeli tax is imposed on the sale or other disposition of our ordinary shares, your amount realized will include the gross amount of the
proceeds of the sale or other disposition before deduction of the Israeli tax. You should consult your tax adviser as to whether the Israeli tax on gains may
be creditable against your U.S. federal income tax on foreign-source income from other sources.
Passive Foreign Investment Company Considerations
If we were to be classified as a “passive foreign investment company,” or PFIC, in any taxable year, a U.S. Holder would be subject to special
rules generally intended to reduce or eliminate any benefits from the deferral of U.S. federal income tax that a U.S. Holder could derive from investing in a
non-U.S. company that does not distribute all of its earnings on a current basis.
A non-U.S. corporation will be classified as a PFIC for federal income tax purposes in any taxable year in which, after applying certain look
through rules, either
● at least 75% of its gross income is “passive income”; or;
● at least 50% of the average quarterly value of its gross assets (which may be determined in part by the market value of our ordinary shares,
which is subject to change) is attributable to assets that produce “passive income” or are held for the production of passive income;
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Passive income for this purpose generally includes dividends, interest, royalties, rents, gains from commodities and securities transactions, the
excess of gains over losses from the disposition of assets which produce passive income, and includes amounts derived by reason of the temporary
investment of funds raised in offerings of our ordinary shares. If a non-U.S. corporation owns at least 25% by value of the stock of another corporation, the
non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving
directly its proportionate share of the other corporation’s income. If we are classified as a PFIC in any year with respect to which a U.S. Holder owns our
ordinary shares, our ordinary shares generally will continue to be treated as shares in a PFIC with respect to such U.S. Holder in all succeeding years during
which the U.S. Holder owns our ordinary shares, regardless of whether we continue to meet the tests described above.
Based on certain estimates of our gross income and gross assets and the nature of our business, we believe that we were not classified as a PFIC
for the taxable year ended December 31, 2022. Because PFIC status must be determined annually based on tests which are factual in nature, our PFIC
status in future years will depend on our income, assets and activities in those years. In addition, because the market price of our ordinary shares is likely to
fluctuate and because that market price may affect the determination of whether we will be considered a PFIC, a decline in the value of our ordinary shares
may result in our becoming a PFIC. Accordingly, there can be no assurance that we will not be considered a PFIC for any taxable year and we do not intend
to make a determination of our or any of our future subsidiaries’ PFIC status in the future. A U.S. Holder may be able to mitigate some of the adverse U.S.
federal income tax consequences described below with respect to owning our ordinary shares if we are classified as a PFIC for our taxable year ending
December 31, 2023, provided that such U.S. Holder is eligible to make, and successfully makes, either a “mark-to-market” election or a qualified electing
fund election described below for the taxable year in which its holding period begins.
If we were a PFIC, and you are a U.S. Holder, then unless you make one of the elections described below, a special tax regime, which we refer to
as the Excess Distribution Regime, will apply to both (a) any “excess distribution” by us to you (generally, your ratable portion of distributions in any year
which are greater than 125% of the average annual distribution received by you in the shorter of the three preceding years or your holding period for our
ordinary shares) and (b) any gain realized on the sale or other disposition of our ordinary shares. Under the Excess Distribution Regime, any excess
distribution and realized gain will be treated as ordinary income and will be subject to tax as if (a) the excess distribution or gain had been realized ratably
over your holding period, (b) the amount deemed realized in each year had been subject to tax in each year of that holding period at the highest marginal
rate for such year (other than income allocated to the current period or any taxable period before we became a PFIC, which would be subject to tax at the
U.S. Holder’s regular ordinary income rate for the current year and would not be subject to the interest charge discussed below), and (c) the interest charge
generally applicable to underpayments of tax had been imposed on the taxes deemed to have been payable in those years. Certain elections may be
available that would result in an alternative treatment of our ordinary shares. If we are determined to be a PFIC, the Excess Distribution Regime described
in this paragraph would also apply to indirect distributions and gains deemed to be realized by U.S. Holders in respect of any future subsidiary of ours that
also may be determined to be PFICs.
If we are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares, then in lieu of being subject to the tax and interest
charge rules discussed above, a U.S. Holder may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market
method, provided that such ordinary shares are “regularly traded” on a “qualified exchange.” In general, our ordinary shares will be treated as “regularly
traded” for a given calendar year if more than a de minimis quantity of our ordinary shares are traded on a qualified exchange on at least 15 days during
each calendar quarter of such calendar year. Although the IRS has not published any authority identifying specific exchanges that may constitute “qualified
exchanges,” Treasury Regulations provide that a qualified exchange is (a) a United States securities exchange that is registered with the SEC, (b) the United
States market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a non-U.S. securities exchange that is
regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such non-U.S. exchange has trading
volume, listing, financial disclosure, surveillance and other requirements designed to prevent fraudulent and manipulative acts and practices, to remove
impediments to and perfect the mechanism of a free and open, fair and orderly, market, and to protect investors; and the laws of the country in which such
non-U.S. exchange is located and the rules of such non-U.S. exchange ensure that such requirements are actually enforced and (ii) the rules of such non-
U.S. exchange effectively promote active trading of listed stocks. Our ordinary shares are listed on the Nasdaq Global Select Market, which is a United
States securities exchange that is registered with the SEC. However, no assurance can be given that our ordinary shares meet the requirements to be treated
as “regularly traded” for purposes of the mark-to-market election. In addition, because a mark-to-market election cannot be made for any lower-tier PFICs
that we may own, a U.S. Holder may continue to be subject to the Excess Distribution Regime with respect to such holder’s indirect interest in any
investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes, including stock in any future subsidiary of ours
that is treated as a PFIC.
88
If a U.S. Holder makes an effective mark-to-market election, such U.S. Holder will include in each year that we are a PFIC as ordinary income the
excess of the fair market value of such U.S. Holder’s ordinary shares at the end of the year over such U.S. Holder’s adjusted tax basis in our ordinary
shares. Such U.S. Holder will be entitled to deduct as an ordinary loss in each such year the excess of such U.S. Holder’s adjusted tax basis in our ordinary
shares over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-
market election. A U.S. Holder will not mark-to-market gain or loss for any taxable year in which we are not classified as a PFIC. If a U.S. Holder makes
an effective mark-to-market election, in each year that we are a PFIC, any gain such U.S. Holder recognizes upon the sale or other disposition of such U.S.
Holder’s ordinary shares will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount of
previously included income as a result of the mark-to-market election.
A U.S. Holder’s adjusted tax basis in our ordinary shares will be increased by the amount of any income inclusion and decreased by the amount of
any deductions under the mark-to-market rules. If a U.S. Holder makes a mark-to market election, it will be effective for the taxable year for which the
election is made and all subsequent taxable years unless our ordinary shares are no longer regularly traded on a qualified exchange or the IRS consents to
the revocation of the election. U.S. Holders are urged to consult their tax advisers about the availability of the mark-to-market election, and whether
making the election would be advisable in their particular circumstances.
Where a company that is a PFIC meets certain reporting requirements, a U.S. Holder can avoid certain adverse PFIC consequences described
above by making a “qualified electing fund,” or QEF, election to be taxed currently on its proportionate share of the PFIC’s ordinary income and net capital
gains. Generally, a QEF election should be made on or before the due date for filing a U.S. Holder’s federal income tax return for the first taxable year in
which it held our ordinary shares. If a timely QEF election is made, an electing U.S. Holder of our ordinary shares will be required to include in its ordinary
income such U.S. Holder’s pro rata share of our ordinary earnings and to include in its long-term capital gain income such U.S. Holder’s pro rata share of
our net capital gain, whether or not distributed. Under Section 1293 of the Code, a U.S. Holder’s pro rata share of our ordinary income and net capital gain
is the amount which would have been distributed with respect to such U.S. Holder’s ordinary shares if, on each day during our taxable year, we had
distributed to each holder of our ordinary shares a pro rata share of that day’s ratable share of our ordinary earnings and net capital gain for such year. In
certain cases in which a QEF does not distribute all of its earnings in a taxable year, its U.S. Holders may also be permitted to elect to defer payment of
some or all of the taxes on the QEF’s undistributed income but will then be subject to an interest charge on the deferred amount.
We intend to provide, upon request, all information that a U.S. Holder making a QEF election is required to obtain for U.S. federal income tax purposes
(e.g., the U.S. Holder’s pro rata share of ordinary income and net capital gain), and intend to provide, upon request, a “PFIC Annual Information
Statement” as described in Treasury Regulation section 1.1295-1 (or in any successor IRS release or Treasury regulation), including all representations and
statements required by such statement. U.S. Holders should consult their tax advisors to determine whether any of these elections would be available and if
so, what the consequences of the alternative treatments would be in their particular circumstances.
If a U.S. Holder owns our ordinary shares during any year in which we are a PFIC, the U.S. Holder generally will be required to file an IRS Form
8621 with respect to us, generally with the U.S. Holder’s federal income tax return for that year.
U.S. Holders should consult their tax advisors regarding whether we are a PFIC and the potential application of the PFIC rules.
89
Disposition of Foreign Currency
Foreign currency received as dividends on our ordinary shares or on the sale or retirement of an ordinary share will have a tax basis equal to its
U.S. dollar value at the time the foreign currency is received. Foreign currency that is purchased will generally have a tax basis equal to the U.S. dollar
value of the foreign currency on the date of purchase. Any gain or loss recognized on a sale or other disposition of a foreign currency (including upon
exchange for U.S. dollars) will be U.S. source ordinary income or loss.
Tax on Net Investment Income
A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from the tax, will be subject to a
3.8% tax on the lesser of (1) the U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. Holder’s modified
adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on
the individual’s circumstances). A U.S. Holder’s net investment income generally will include its dividends on our ordinary shares and net gains from
dispositions of our ordinary shares, unless those dividends or gains are derived in the ordinary course of the conduct of trade or business (other than trade
or business that consists of certain passive or trading activities). Net investment income, however, may be reduced by deductions properly allocable to that
income. A U.S. Holder that is an individual, estate or trust is urged to consult its tax adviser regarding the applicability of the Medicare tax to its income
and gains in respect of its investment in the ordinary shares.
Backup Withholding Tax and Information Reporting Requirements
U.S. backup withholding tax and information reporting requirements may apply to certain payments to certain holders of our ordinary shares.
Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, our ordinary shares made within
the United States, or by a U.S. payor or U.S. middleman, to a holder of our ordinary shares, other than an exempt recipient (including a payee that is not a
U.S. person that provides an appropriate certification and certain other persons). A payor will be required to withhold backup withholding tax from any
payments of dividends on, or the proceeds from the sale or redemption of, ordinary shares within the United States, or by a U.S. payor or U.S. middleman,
to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or
establish an exemption from, such backup withholding tax requirements. Any amounts withheld under the backup withholding rules will be allowed as a
credit against the beneficial owner’s U.S. federal income tax liability, if any, and any excess amounts withheld under the backup withholding rules may be
refunded, provided that the required information is timely furnished to the IRS.
Foreign Asset Reporting
Certain U.S. Holders, who are individuals, are required to report information relating to an interest in our ordinary shares, subject to certain
exceptions (including an exception for shares held in accounts maintained by financial institutions). U.S. Holders are urged to consult their tax advisors
regarding their information reporting obligations, if any, with respect to their ownership and disposition of our ordinary shares.
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. You should consult your tax advisor concerning the tax consequences of your particular situation.
F. Dividends and Paying Agents.
Not applicable.
G. Statement by Experts.
Not applicable.
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H. Documents on Display
We are currently subject to the informational requirements of the Exchange Act applicable to foreign private issuers and fulfill the obligations of
these requirements by filing reports with the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the
furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and
financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we
file with the SEC, within 120 days after the end of each subsequent fiscal year, an annual report on Form 20-F containing financial statements which will
be examined and reported on, with an opinion expressed, by an independent public accounting firm. We also furnish to the SEC reports on Form 6-K
containing quarterly unaudited financial information for the first three quarters of each fiscal year.
The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our
filings with the SEC are also available to the public through the SEC’s website at http://www.sec.gov. As permitted under Nasdaq Listing Rule 5250(d)(1)
(C), we post our annual reports filed with the SEC on our website at http://www.kornit.com. We will furnish hard copies of such reports to our shareholders
upon request free of charge. The information contained on our website is not part of this or any other report filed with or furnished to the SEC.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not applicable.
ITEM 11. Quantitative and Qualitative Disclosures About Market Risks.
We are exposed to a variety of financial risks, including market risk (including foreign exchange risk and price risk), credit and interest risks and
liquidity risk. Our overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on
our financial performance.
Foreign Currency Exchange Risk
Due to our international operations, currency exchange rates impact our financial performance. In 2023, approximately 81% of our revenues were
denominated in U.S. dollars, 14% of our revenues were denominated in Euros and 5% of our revenues were denominated in Great Britain Pounds.
Conversely, in 2023, approximately 16% of our purchases of raw materials and components of our systems and ink and other consumables were
denominated in either NIS or in NIS prices that are linked to U.S. dollars. Similarly, a majority of our operating costs, which were largely comprised of
labor costs, were denominated in NIS, due to our operations in Israel. Accordingly, our results of operations may be materially affected by fluctuations in
the value of the U.S. dollar relative to the NIS and the Euro.
The following table presents information about the changes in the exchange rates of the U.S. dollar against the NIS and the Euro:
Period
2021
2022
2023
91
Change in Average
Exchange Rate
U.S.
Dollar
against
the NIS
(%)
U.S.
Dollar
against
the Euro
(%)
(6.2)
4.0
9.7
(3.7)
12.5
(2.7)
The figures above represent the change in the average exchange rate in the given year compared with the average exchange rate in the
immediately preceding year. Negative figures represent depreciation of the U.S. dollar compared with the NIS or Euro (as applicable) and positive figures
represent appreciation of the U.S. dollar compared with the NIS or Euro (as applicable). We estimate that a 10% increase or 10% decrease in the value of
the NIS against the U.S. dollar would have decreased or increased our net income by approximately $(15.2 million) or $12.5 million in 2022, and $(8.5
million) or $7.0 million in 2023, respectively. We estimate that a 10% increase or 10% decrease in the value of the Euro against the U.S. dollar would have
decreased or increased our net income by approximately $1.3 million or $(0.7 million) in 2022, and $0.9 million or $(1.2 million) in 2023, respectively.
These estimates of the impact of fluctuations in currency exchange rates on our historic results of operations may be different from the impact of
fluctuations in exchange rates on our future results of operations since the mix of currencies comprising our revenues and expenses may change.
For purposes of our consolidated financial statements, local currency assets and liabilities are translated at the rate of exchange to the U.S. dollar
on the balance sheet date and local currency revenues and expenses are translated at the exchange rate at the date of the transaction or the average exchange
rate dollar during the reporting period to the United States.
To protect against an increase in the dollar-denominated value of expenses paid in NIS during the year, we have instituted a foreign currency cash
flow hedging program, which seeks to hedge a portion of the economic exposure associated with our anticipated NIS-denominated expenses using
derivative instruments. We intend to manage risks by using instruments such as foreign currency forward and swap contracts and other methods.
During 2022 and 2023, we entered into forward and option contracts to hedge against the risk of overall changes in future cash flow from
payments of payroll and related expenses denominated in NIS.
We expect that the substantial majority of our revenues will continue to be denominated in U.S. dollars for the foreseeable future and that a
significant portion of our expenses will continue to be denominated in NIS. We will continue to monitor exposure to currency fluctuations. However, we
cannot provide any assurances that our hedging activities will be successful in protecting us in full from adverse impacts from currency exchange rate
fluctuations. In addition, since we only plan to hedge a portion of our foreign currency exposure, our results of operations may be adversely affected due to
the impact of currency fluctuations on the unhedged aspects of our operations.
Credit Risk, Liquidity Risk and Interest Rate Risk
Our investment strategy is to achieve a return that will allow us to preserve capital and maintain liquidity requirements. We invest primarily in
debt securities, specifically corporate debt securities. By policy, we limit the amount of credit exposure to any one issuer. As of December 31, 2022 and
December 31, 2023, we did not have any material (realized) losses on our marketable debt securities. As of December 31, 2023, unrealized losses on our
marketable debt securities were partially due to temporary interest rate fluctuations as a result of higher market interest rates compared with interest rates at
the time of purchase. We account for both fixed and variable rate securities at fair value with changes on gains and losses recorded in Other Comprehensive
Income until the securities are sold.
Other Market Risks
We do not believe that we have any material exposure to inflationary or other market risks.
ITEM 12. Description of Securities Other than Equity Securities.
Not applicable.
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ITEM 13. Defaults, Dividend Arrearages and Delinquencies.
None.
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.
PART II
A-E. Not applicable
ITEM 15. Controls and Procedures.
(a) Disclosure Controls and Procedures
Our management evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2023. Based on their
evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2023, our disclosure controls and procedures
were effective such that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including
our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Management annual report on internal control over financial reporting
Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is a process 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. Our internal control over financial reporting includes those
policies and procedures that:
● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management
and directors; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have
a material effect on the financial statements.
Our management assessed the effectiveness of internal control over financial reporting as of December 31, 2022 based on the criteria established
in “Internal Control-Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this
assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.
(c) Attestation report of the independent registered public accounting firm
The attestation report of Kost Forer Gabbay & Kasierer, a member of EY Global, an independent registered public accounting firm in Israel, on
our management’s assessment of our internal control over financial reporting as of December 31, 2023 is provided on page F-2, as included under Item 18
of this annual report.
93
(d) Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the period covered by this annual report that have materially affected, or that are reasonably likely to materially affect,
our internal control over financial reporting.
ITEM 16. [Reserved]
ITEM 16A. Audit Committee Financial Expert.
Our board of directors has determined that Naama Halevi Davidov, who serves on the audit committee of our board of directors and who meets the
“independent director” definition under the Nasdaq Listing Rules, qualifies as an “audit committee financial expert,” as defined under the rules and
regulations of the SEC.
ITEM 16B. Code of Ethics.
We have adopted a code of ethics and business conduct applicable to our executive officers, directors and all other employees. A copy of the code,
as most recently updated in August 2020, is delivered to every employee of our company and is available to investors and others on our website at
http://ir.kornit.com/ or by contacting our investor relations department. Under Item 16B of Form 20-F, if a waiver or amendment of the code of ethics and
business conduct applies to our principal executive officer, principal financial officer, principal accounting officer, controller or other persons performing
similar functions and relates to standards promoting any of the values described in Item 16B(b) of Form 20-F, we will disclose such waiver or amendment
(i) on our website within five business days following the date of amendment or waiver in accordance with the requirements of Instruction 4 to such Item
16B or (ii) through the filing of a Report of Foreign Private Issuer on Form 6-K. We did not provide such a waiver or adopt such an amendment during the
fiscal year ended December 31, 2023.
ITEM 16C. Principal Accountant Fees and Services.
Fees billed or expected to be billed by Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, and other members of Ernst & Young
Global for professional services for each of the last two fiscal years were as follows:
Audit fees
Audit-Related Fees
Tax Fees
All Other Fees
Total
Year Ended
December 31, 2022
Year Ended
December 31, 2023
Amount
(in thousands of dollars)
Amount
Percentage
Percentage
$
$
775
-
23
50
848
91% $
0%
3%
6%
100% $
600
10
21
631
95%
2%
0%
3%
100%
“Audit fees” are the aggregate fees billed for the audit of our annual financial statements. This category also includes services that generally the
independent accountant provides, such as consents and assistance with and review of documents filed with the SEC.
94
“Audit-related fees” are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and
are not reported under audit fees. These fees primarily include accounting consultations regarding the accounting treatment of matters that occur in the
regular course of business, implications of new accounting pronouncements and other accounting issues that occur from time to time.
“Tax fees” include fees for professional services rendered by our independent registered public accounting firm for tax compliance and tax advice
on actual or contemplated transactions.
“Other fees” include fees for services rendered by our independent registered public accounting firm with respect to government incentives and
other matters.
Audit Committee’s Pre-approval Policies and Procedures
Our audit committee follows pre-approval policies and procedures for the engagement of our independent accountant to perform certain audit and
non-audit services. Pursuant to those policies and procedures, which are designed to assure that such engagements do not impair the independence of our
auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related
service and tax services that may be performed by our independent accountants.
ITEM 16D. Exemptions from the Listing Standards for Audit Committees.
Not applicable.
ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
On August 10, 2022, we announced that our board of directors had approved a $75 million repurchase program for our ordinary shares, subject to
Israeli court approval, which was obtained on December 15, 2022 for an initial six-month repurchase period. On July 18, 2023, we received Israeli court
approval for a six-month extension of the repurchase program covering the then-remaining available amount under the program. On December 17, 2023,
we requested Israeli court approval for an additional six-month extension for the repurchase of up to the remaining available amount under the repurchase
program, which was obtained on January 22, 2024.
Under the repurchase program, we may make repurchases from time to time through open market repurchases or privately negotiated transactions,
subject to market conditions, applicable legal requirements, and other relevant factors. We effect open market repurchases under the program in accordance
with the requirements of Rule 10b-18 under the Exchange Act. We may also, from time to time, enter into plans in accordance with the affirmative defense
provided by Rule 10b5-1 under the Exchange Act to facilitate repurchases of our shares. The repurchase program does not obligate us to acquire any
particular amount of our ordinary shares, and it may be modified, suspended, or terminated, at any time at our discretion. The timing and actual number of
shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.
All repurchased shares are classified as treasury shares:
In the twelve months of 2023, we repurchased, pursuant to the repurchase program, an aggregate of 2,652,051 of our ordinary shares in open
market transactions, in accordance with Rule 10b-18, at an average price of $22.95 per share, leaving $19.2 million remaining under the current board
authorization as of December 31, 2023.
95
The table below presents a summary of the ordinary shares repurchased by us under our repurchase program during 2023.
Total Number
of Shares
Purchased
Average Price
Paid per
Share (*)
Total Number
of Shares
Purchased as
Part of the
Current
Program
91,692
245,980
242,111
358,368
427,963
234,244
1,051,693
2,652,051
20.41
19.81
23.20
26.18
23.58
20.91
18.05
22.95
91,692
245,980
242,111
358,368
427,963
234,244
1,051,693
2,652,051
Dollar Value
of Shares that
May Yet be
Purchased
Under the
Program ($)
73,126,687
68,249,327
62,627,157
53,237,332
43,137,870
38,235,635
19,234,129
Period
February 1, 2023 - February 28, 2023
March 1, 2023 - March 31, 2023
May 1, 2023 - May 31, 2023
June 1, 2023 - June 30, 2023
August 1, 2023 - August 31, 2023
September 1, 2023 - September 30, 2023
November 1, 2023 – November 30, 2023
Total in 2023
(*) Excluding commissions.
ITEM 16F. Change in Registrant’s Certifying Accountant.
Not applicable.
ITEM 16G. Corporate Governance.
The Nasdaq Global Select Market requires companies with securities listed thereon to comply with its corporate governance standards. As a
foreign private issuer, we are not required to comply with all of the rules that apply to listed domestic U.S. companies. Pursuant to Nasdaq Listing Rule
5615(a)(3), we have notified Nasdaq that with respect to the corporate governance practices described below, we instead follow Israeli law and practice and
accordingly will not follow the Nasdaq Listing Rules. Except for the differences described below, we do not believe there are any significant differences
between our corporate governance practices and those that apply to a U.S. domestic issuer under the Nasdaq corporate governance rules. However, we may
in the future decide to use the foreign private issuer exemption with respect to some or all of the other Nasdaq corporate governance rules, in which case we
will update our disclosure in this Item 16G of Form 20-F.
● Quorum requirement for shareholder meetings: As permitted under the Companies Law, pursuant to our articles, the quorum required for an
ordinary meeting of shareholders consists of at least two shareholders present in person, by proxy or by other voting instrument, who hold at
least 25% of the voting power of our shares (and in an adjourned meeting, with some exceptions, two shareholders, regardless of the voting
power associated with their shares), instead of 33 1/3% of the issued share capital, as required under the Nasdaq Listing Rules.
● Nomination of directors. With the exception of external directors (if applicable to us at the time) and directors elected by our board of
directors due to vacancy, our directors are elected, in a staggered manner, by an annual meeting of our shareholders to hold office until the
third annual meeting following their election. The nominations for directors, which are presented to our shareholders by our board of
directors, are generally made by the board of directors itself, in accordance with the provisions of our articles of association and the
Companies Law. Nominations need not be made by a nominating committee of our board of directors consisting solely of independent
directors or otherwise, as required under the Nasdaq Listing Rules.
ITEM 16H. Mine Safety Disclosure.
Not applicable.
ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
ITEM 16J. Insider Trading Policies
Disclosure for this item is not yet required in this annual report.
ITEM 16K. Cybersecurity
Risk management and strategy
We prioritize the management of cybersecurity risk and the protection of information across our enterprise by embedding data protection and
cybersecurity risk management in our operations. Our processes for assessing, identifying, and managing material risks from cybersecurity threats have
been integrated into our overall risk management system and processes.
96
As a foundation of this approach, we have implemented a layered governance structure to help assess, identify and manage cybersecurity risks.
Our privacy and cybersecurity policies encompass incident response procedures, information security and vendor management. In order to help develop
these policies and procedures, we monitor the privacy and cybersecurity laws, regulations and guidance applicable to us in the regions where we do
business (including ISO27001, GDPR and CSL\DSL\PIPL), as well as proposed privacy and cybersecurity laws, regulations, guidance and emerging risks.
We undergo penetration testing 3-4 times a year, and in 2023 one of the focus areas of our internal audit was cyber security. With respect to third
party service providers, we obligate our main information technology vendors to adhere to privacy and cybersecurity measures, and we perform risk
assessments of vendors having access to our systems or sensitive personal data, including their ability to protect data from unauthorized access.
As described in Item 3.D “Risk Factors,” our operations rely on the secure processing, storage and transmission of confidential and other
information in our computer systems and networks. Computer viruses, hackers, employee or vendor misconduct, and other external hazards could expose
our information systems and those of our vendors to security breaches, cybersecurity incidents or other disruptions, any of which could materially and
adversely affect our business, including by way of disruption of operations resulting from inability to carry out manufacturing, sales activity, shipping and
other business operations, financial losses due to direct costs associated with investigation, remediation, and legal fees and indirect costs may encompass
increased insurance premiums, loss of business due to damaged reputation and the need for significant investments in cybersecurity measures post-incident.
While we have experienced cybersecurity incidents, to date, we are not aware that we have experienced a material cybersecurity incident during 2023.
The sophistication of cybersecurity threats, including through the use of artificial intelligence, continues to increase, and the controls and
preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems, including the regular testing of our cybersecurity incident
response plan, may be insufficient. In addition, to the extent we use new technology that could result in greater operational efficiency such as artificial
intelligence, we may further expose our computer systems to the risk of cybersecurity incidents.
Governance
As part of our overall risk management approach, we prioritize the identification and management of cybersecurity risk at several levels, including
Board oversight, executive commitment and employee training and awareness. Our Audit Committee, comprised of independent directors from our Board,
oversees the Board’s responsibilities relating to the operational (including information technology (IT) risks, business continuity and data security) risk
affairs of the Company. Our Audit Committee is informed of such risks through quarterly reports from our group Chief Information Security Officer
(CISO).
Our CISO, who has been engaged in various information security positions for over 10 years and is certified as CISO since 2014 oversees the
implementation and compliance of our information security standards and mitigation of information security related risks. We also have a management
level committee and a cybersecurity incident team who support our processes to assess and manage cybersecurity risk as follows:
● The information security committee, co-chaired by the CISO and our CEO, brings together IT, legal and other function leads. The information
security provides a forum for these cross-functional members of management to consider emerging cybersecurity risks; review, approve, and
update policies and standards as appropriate; and promote cross-functional collaboration to manage cybersecurity and privacy risks across the
enterprise.
● The cybersecurity incident team includes our CISO, CIO and other members of the IT department, is alerted as appropriate to cybersecurity
incidents, natural disasters and business outages and involves executives of the Company, such as the General Counsel and senior management as
needed.
Our CISO summarizes the information pertaining to information security committee’s activities as appropriate and reports to the Audit
Committee.
At the employee level, we maintain an experienced information technology team who are tasked with implementing our privacy and cybersecurity
program and support the CISO in carrying out reporting, security and mitigation functions. We also hold employee trainings on privacy and cybersecurity,
records and information management, conduct phishing tests and generally seek to promote awareness of cybersecurity risk through communication and
education of our employee population.
97
PART III
ITEM 17. Financial Statements.
Not applicable.
ITEM 18. Financial Statements.
See pages F-1 through F-52 appended hereto.
ITEM 19. Exhibits.
Exhibit No.
1.1
2.1
2.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9.1
4.9.2
4.9.3
4.9.4
4.9.5
4.9.6
4.9.7
4.10
Description
Amended and Restated Articles of Association of Kornit Digital Ltd.(1)
Specimen ordinary share certificate of Kornit Digital Ltd.(2)
Description of ordinary shares of Kornit Digital Ltd.#
Form of Indemnification Agreement(3)
2012 Share Incentive Plan(4)
2015 Incentive Compensation Plan(5)
Kornit Digital Ltd. Compensation Policy(6)
English summary of the Office and Parking Space Lease Agreement dated as of December 17, 2007, by and between the Registrant and
Industrial Building Corporation Ltd. as amended by Addendum, dated 2007, Addendum to Lease Agreement, dated 2007, Addendum to
Lease Agreement, dated March 8, 2012, Addendum to Lease Agreement, dated 2012, Addendum to Lease Agreement, dated December 19,
2012, Addendum to Lease Agreement, dated May 20, 2013, Addendum to Lease Agreement, dated January 12, 2014, Addendum to Lease
Agreement, dated January 12, 2014, Addendum to Lease Agreement, dated December 27, 2015, Addendum to Lease Agreement, dated
December 28, 2015, Addendum to the Lease Agreement dated October 17, 2017, Addendum dated February 21, 2018, Addendum to the
Lease Agreement, dated April 23, 2018, Addendum to the Lease Agreement dated December 26, 2018, Addendum to the Lease Agreement,
dated January 3, 2019, Addendum to the Lease Agreement dated September 16, 2019, Addendum to the Lease Agreement, dated November
28, 2019, Addendum to the Lease Agreement dated February 9, 2020, Addendum to the Lease Agreement, dated June 28, 2020, Addendum
to the Lease Agreement, dated April 13, 2021, Addendum to the Lease Agreement, dated April 13, 2021, Addendum to the Lease
Agreement, dated June 21, 2021, Addendum to the Lease Agreement, dated July 27, 2021, Addendum to the Lease Agreement, dated
October 10, 2021, Addendum to the Lease Agreement, dated November 14, 2021, Addendum to the Lease Agreement, dated December 28,
2021, Addendum to the Lease Agreement, dated December 28, 2021 and Addendum to the Lease Agreement, dated April 28, 2022. (7)
English summary of the Lease Agreement, dated March 25, 2010, by and between the Registrant and Benvenisti Engineering Ltd. as
amended by Addendum to Lease Agreement, dated November 21, 2011, Addendum to Lease Agreement, dated September 16, 2014,
Addendum to the Lease Agreement dated March 16, 2015, an Addendum to the Lease Agreement dated August 31, 2017, an Addendum to
the Lease Agreement dated June 24, 2018 an Addendum to the Lease Agreement dated January 11, 2021, an Addendum to Lease
Agreement dated March 10, 2021 and an Addendum to Lease Agreement dated September 13, 2021 (8)
OEM Supply Agreement, dated December 3, 2015, among the Registrant and FujiFilm Dimatix, Inc.†(9)
Manufacturing Services Agreement, dated May 2015, by and between the Registrant and Flex (formerly known as Flextronics (Israel)
Ltd.)†(10)
Master Purchase Agreement, dated January 10, 2017, between the Registrant and Amazon Corporate LLC†(11)
Amendment 1 to Master Purchase Agreement, effective March 1, 2017, between the Registrant and Amazon Corporate LLC*(12)
Amendment 2 to Master Purchase Agreement, effective January 1, 2018, between the Registrant and Amazon Corporate LLC*(13)
Amendment 3 to Master Purchase Agreement, effective June 29, 2018, between the Registrant and Amazon Corporate LLC*(14)
Amendment 4 to Master Purchase Agreement, effective January 1, 2020, between the Registrant and Amazon.com Services LLC* (15)
Amendment 5 to Master Purchase Agreement, effective September 1, 2020, between the Registrant and Amazon.com Services LLC*(16)
Amendment 6 to Master Purchase Agreement, effective February 15, 2021, between the Registrant and Amazon.com Services LLC*(17)
Transaction Agreement, dated September 14, 2020, between the Registrant and Amazon.com, Inc.(18)
98
4.11
4.12
4.13
8.1
12.1
Warrant to Purchase Ordinary Shares, dated September 14, 2020, issued to Amazon.com NV Investment Holdings LLC(19)
Lease, dated December 2017, between Kornit Digital North America, Inc. and Bonanno Real Estate Group I, L.P. (20)
Manufacturing Services Agreement, dated as of February 26, 2019, by and between the Registrant and Sanmina-SCI Israel Medical
Systems Ltd.*(21)
List of subsidiaries of the Registrant #
Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of
the Sarbanes-Oxley Act of 2002 #
12.2
Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of
the Sarbanes-Oxley Act of 2002 #
13.1
Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002, furnished herewith #
15.1
97.1
101
Consent of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global, an independent registered public accounting firm #
Policy for the Recovery of Erroneously Awarded Compensation #
The following financial information from Kornit Digital Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2023
formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2022 and 2023; (ii)
Consolidated Statements of Operations for the years ended December 31, 2021, 2022 and 2023; (iii) Consolidated Statements of
Comprehensive Income (Loss) for the years ended December 31, 2021, 2022, and 2023; (iv) Statements of Shareholders’ Equity for the
years ended December 31, 2021, 2022, and 2023; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2021,
2022, and 2023; (v) Notes to Consolidated Financial Statements, tagged as blocks of text; and (vi) Cover Page Interactive Data File. #
104
Inline Cover Page Interactive Data File (included in Exhibit 101).
(1) Previously furnished to the SEC on August 12, 2021 as Exhibit 99.1 to the Registrant’s Report of Foreign Private Issuer on Form 6-K and incorporated
by reference herein.
(2) Previously filed with the SEC on March 10, 2015 as Exhibit 4.1 to Amendment No. 1 to the Registrant’s registration statement on Form F-1 (SEC File
No. 333-202291) and incorporated by reference herein.
(3) Previously filed with the SEC on March 10, 2015 as Exhibit 10.3 to Amendment No. 1 to the Registrant’s registration statement on Form F-1 (SEC
File No. 333-202291) and incorporated by reference herein.
(4) Previously filed with the SEC on February 25, 2015 as Exhibit 10.2 to the Registrant’s registration statement on Form F-1 (SEC File No. 333-202291)
and incorporated by reference herein.
99
(5) Previously filed with the SEC on March 18, 2015 as Exhibit 10.21 to Amendment No. 3 to the Registrant’s registration statement on Form F-1 (SEC
File No. 333-202291) and incorporated by reference herein.
(6) Previously furnished to the SEC on July 2, 2020 as Appendix A to the Registrant’s proxy statement for its 2020 annual general meeting of
shareholders, attached as Exhibit 99.2 to the Registrant’s Report of Foreign Private Issuer on Form 6-K and incorporated by reference herein.
(7) Previously filed with the SEC on March 25, 2021 as Exhibit 4.5 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
2020 and incorporated by reference herein.
(8) Previously filed with the SEC on March 25, 2021 as Exhibit 4.6 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
2020 and incorporated by reference herein.
(9) Previously filed with the SEC on April 14, 2016 as Exhibit 4.9 to Amendment No. 1 to the Registrant’s Annual Report on Form 20-F for the year
ended December 31, 2015 and incorporated by reference herein.
(10) Previously filed with the SEC on March 30, 2017 as Exhibit 4.11 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
2016 and incorporated by reference herein.
(11) Previously filed with the SEC on March 30, 2017 as Exhibit 4.13 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
2016 and incorporated by reference herein.
(12) Previously filed with the SEC on March 23, 2020 as Exhibit 4.11.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
2019 and incorporated by reference herein.
(13) Previously filed with the SEC on March 23, 2020 as Exhibit 4.11.3 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
2019 and incorporated by reference herein.
(14) Previously filed with the SEC on March 23, 2020 as Exhibit 4.11.4 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
2019 and incorporated by reference herein.
(15) Previously filed with the SEC on September 14, 2020 as Exhibit 10.2 to the Registrant’s Report of Foreign Private Issuer on Form 6-K and
incorporated by reference herein.
(16) Previously filed with the SEC on March 25, 2021 as Exhibit 4.10.6 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
2020 and incorporated by reference herein.
(17) Previously filed with the SEC on March 25, 2021 as Exhibit 4.10.7 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
2020 and incorporated by reference herein.
(18) Previously furnished to the SEC on September 14, 2020 as Exhibit 10.1 to the Registrant’s Report of Foreign Private Issuer on Form 6-K and
incorporated by reference herein.
(19) Previously furnished to the SEC on September 14, 2020 as Exhibit 4.1 to the Registrant’s Report of Foreign Private Issuer on Form 6-K and
incorporated by reference herein.
(20) Previously filed with the SEC on March 20, 2018 as Exhibit 4.16 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
2017 and incorporated by reference herein.
(21) Previously filed with the SEC on March 23, 2020 as Exhibit 4.16 to the Registrant’s Annual Report on Form 20-F for the year ended December 31,
#
†
2019 and incorporated by reference herein.
Filed herewith
Portions of this agreement were omitted and a complete copy of this agreement has been provided separately to the Securities and Exchange
Commission pursuant to the company’s application requesting confidential treatment under Rule 406 under the Securities Act of 1933 as amended or
Rule 24b-2 under the Securities Exchange Act of 1934, as amended, as applicable.
*
Portions of this exhibit have been omitted in accordance with the rules of the Securities and Exchange Commission.
100
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.
SIGNATURES
KORNIT DIGITAL LTD.
/s/ Lauri Hanover
By:
Name: Lauri Hanover
Title: Chief Financial Officer
Date: March 28, 2024
101
KORNIT DIGITAL LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2023
U.S. DOLLARS IN THOUSANDS
INDEX
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 1281)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
- - - - - - - - - - - - -
F-1
Page
F-2 - F-4
F-5 - F-6
F-7
F-8
F-9
F-10 - F-11
F-12 - F-52
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Kornit Digital Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Kornit Digital Ltd. and subsidiaries (the “Company”) as of December 31, 2023
and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in
the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted
accounting principles.
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, 2023, based on criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 28, 2024 expressed an
unqualified opinion thereon.
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.
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 regarding 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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-2
Inventory Valuation
Description of the Matter
The Company’s inventories totaled $67,712 thousand as of December 31, 2023. As explained in Note 2 to the consolidated
financial statements, the Company assesses the value of all inventories, including raw materials, finished goods and spare
parts, in each reporting period. Obsolete inventory or inventory in excess of management’s estimated usage requirement is
written down to its estimated net realizable value if those amounts are determined to be less than cost.
Auditing management’s estimates for excess and obsolete inventory involved subjective auditor judgment because the
estimates are highly judgmental and rely on a number of factors that are affected by market and economic conditions outside
the Company’s control. In particular, the obsolete and excess inventory calculations are sensitive to significant assumptions,
including demand for the Company’s products and expected Company sales growth.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the
Company’s excess and obsolete inventory reserve process. This included management’s assessment of the assumptions and
data underlying the excess and obsolete inventory valuation.
Our substantive audit procedures included, among others, evaluating the significant assumptions stated above and the
accuracy and completeness of the underlying data management used to value excess and obsolete inventory. We compared
the on-hand inventories levels to customer historical demand and sales forecasts, considering technological changes and
introduction of new products. We also assessed the historical accuracy of management’s estimates and performed sensitivity
analyses over the significant assumptions to evaluate the changes in the obsolete and excess inventory estimates that would
result from changes in the underlying assumptions.
/s/ KOST FORER GABBAY & KASIERER
A Member of EY Global
We have served as the Company’s auditor since 2012.
Tel-Aviv, Israel
March 28, 2024
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Kornit Digital Ltd.
Opinion on Internal Control over Financial Reporting
We have audited Kornit Digital Ltd and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (the COSO criteria). In our opinion, Kornit Digital Ltd and subsidiaries (the “Company”) maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 31, 2023, and 2022, the related consolidated statements of operations, comprehensive income
(loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated
March 28, 2024 expressed an unqualified opinion thereon.
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 provides a reasonable basis for our opinion.
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/ KOST FORER GABBAY & KASIERER
A Member of EY Global
Tel-Aviv, Israel
March 28, 2024
F-4
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
ASSETS
Current Assets
Cash and cash equivalents
Short-term bank deposits
Marketable securities
Trade receivables, net of allowances of $5,227 and $738, respectively
Inventories, net
Prepaid expenses and other current assets
Total current Assets
Non-current Assets
Marketable securities
Property, plant and equipment, net
Operating lease right-of-use assets
Intangible assets, net
Goodwill
Deposits and other long-term assets
Severance pay fund
Total non-current Assets
Total Assets
The accompanying notes are an integral part of the consolidated financial statements.
F-5
KORNIT DIGITAL LTD. AND SUBSIDIARIES
$
December 31,
2023
2022
39,605 $
235,600
57,292
93,632
67,712
28,546
104,597
275,033
20,380
67,360
89,415
22,054
522,387
578,839
223,203
50,905
23,782
7,647
29,164
8,209
283
245,970
60,463
27,139
9,890
29,164
5,927
274
343,193
378,827
$
865,580 $
957,666
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
KORNIT DIGITAL LTD. AND SUBSIDIARIES
LIABILITIES
Current Liabilities
Trade payables
Employee and payroll accruals
Deferred revenues and customers’ advances
Operating lease liabilities
Accrued expenses and other current liabilities
Total current Liabilities
Non-current liabilities
Accrued severance pay
Operating lease liabilities
Other non-current liabilities
Total non-current Liabilities
Total Liabilities
SHAREHOLDERS’ EQUITY
Ordinary shares of NIS 0.01 par value - Authorized: 200,000,000 shares at December 31, 2023 and 2022; Issued:
50,371,684 and 49,953,615 shares at December 31, 2023 and 2022, respectively; Outstanding: 47,719,633 and
49,953,615 shares at December 31, 2023 and 2022, respectively.
Additional paid-in capital
Treasury shares at cost, 2,652,051 ordinary shares at December 31, 2023
Accumulated other comprehensive income (loss)
Retained earnings (accumulated deficit)
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity
The accompanying notes are an integral part of the consolidated financial statements.
F-6
$
December 31,
2023
2022
6,936 $
12,121
2,158
5,073
23,814
14,833
14,255
5,701
4,989
25,592
50,102
65,370
1,080
18,533
198
1,223
21,035
1,216
19,811
23,474
69,913
88,844
134
958,447
(55,770)
(7,210)
(99,934)
134
921,695
-
(17,424)
(35,583)
795,667
868,822
$
865,580 $
957,666
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except per share data
Revenues
Products
Services
Total revenues
Cost of revenues
Products
Services
Total cost of revenues
Gross profit
Operating expenses
Research and development, net
Sales and marketing
General and administrative
Total operating expenses
Operating income (loss)
Financial income, net
Income (loss) before income taxes (tax benefit)
Taxes on income (tax benefit)
Net income (loss)
Basic earnings (losses) per ordinary share
Diluted earnings (losses) per ordinary share
The accompanying notes are an integral part of the consolidated financial statements.
F-7
KORNIT DIGITAL LTD. AND SUBSIDIARIES
Year ended December 31,
2022
2023
2021
$
161,045 $
58,741
222,502 $
49,016
282,637
39,369
219,786
271,518
322,006
91,516
61,313
125,935
49,083
132,730
37,365
152,829
175,018
170,095
66,957
96,500
151,911
50,060
66,836
37,592
56,026
71,067
39,289
43,729
58,752
36,637
154,488
166,382
139,118
(87,531)
(69,882)
12,793
24,150
13,382
2,599
(63,381)
970
(56,500)
22,565
15,392
(135)
(64,351) $
(79,065) $
15,527
(1.31) $
(1.59) $
(1.31) $
(1.59) $
0.33
0.32
$
$
$
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands
KORNIT DIGITAL LTD. AND SUBSIDIARIES
Year ended December 31,
2022
2023
2021
Net income (loss)
$
(64,351) $
(79,065) $
15,527
Other comprehensive income (loss), net of tax:
Available-for-sale securities:
Changes in unrealized gains (losses), net of tax
Losses (gains) reclassified into net income (loss), net of tax
Net change
Cash flow hedges:
Changes in unrealized gains (losses), net of tax
Losses (gains) reclassified into net income (loss), net of tax
Net change
8,686
134
(16,912)
10
(2,423)
(32)
8,820
(16,902)
(2,455)
(1,480)
2,874
(3,450)
2,357
1,394
(1,093)
415
(122)
293
Total other comprehensive income (loss), net of tax
10,214
(17,995)
(2,162)
Comprehensive income (loss)
$
(54,137) $
(97,060) $
13,365
The accompanying notes are an integral part of the consolidated financial statements.
F-8
KORNIT DIGITAL LTD. AND SUBSIDIARIES
STATEMENTS OF SHAREHOLDERS’ EQUITY
U.S. dollars in thousands, except share and per share data
Ordinary shares
Number of
shares
outstanding Amount
Accumulated Retained
Treasury
shares at
cost
Additional
paid in
capital
other
comprehensive
income (loss)
earnings
(accumulated
deficit)
Total
Shareholders’
equity
Balance at January 1, 2021
45,988,613 $
121
- $ 488,208 $
2,733 $
27,955 $
519,017
Issuance of ordinary shares in a secondary
offering, net of issuance costs in an amount
of $739
Exercise of options and vesting of restricted
stock units
Share-based compensation
Warrants to customers
Other comprehensive loss
Net loss
3,042,845
10
-
341,755
-
-
341,765
588,324
-
-
-
-
2
-
-
-
-
-
-
-
-
-
4,848
15,133
25,423
-
-
-
-
-
(2,162)
-
-
-
-
-
15,527
4,850
15,133
25,423
(2,162)
15,527
Balance at December 31, 2021
49,619,782
133
-
875,367
571
43,482
919,553
Exercise of options and vesting of restricted
stock units
Share-based compensation
Warrants to customers
Other comprehensive income
Net income
333,833
-
-
-
-
1
-
-
-
-
-
-
-
-
-
829
22,999
22,500
-
-
-
-
-
(17,995)
-
-
-
-
-
(79,065)
830
22,999
22,500
(17,995)
(79,065)
Balance at December 31, 2022
49,953,615
134
-
921,695
(17,424)
(35,583)
868,822
Exercise of options and vesting of restricted
stock units
Share-based compensation
Warrants to customers
Purchase of treasury shares
Other comprehensive income
Net loss
418,069
-
-
(2,652,051)
-
-
-
-
-
-
-
-
-
-
-
(55,770)
-
-
321
22,589
13,842
-
-
-
-
-
-
-
-
-
10,214
-
-
(64,351)
321
22,589
13,842
(55,770)
10,214
(64,351)
Balance at December 31, 2023
47,719,633 $
134 $ (55,770) $ 958,447 $
(7,210) $
(99,934) $
795,667
The accompanying notes are an integral part of the consolidated financial statements.
F-9
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
Restructuring and other charges
Fair value of warrants deducted from revenues
Share based compensation
Amortization of premium and accretion of discount on marketable securities, net
Realized loss (gain) on sale of marketable securities
Change in operating assets and liabilities:
Trade receivables, net
Inventories, net
Deposits and other long-term assets
Prepaid expenses and other current assets
Deferred taxes
Operating lease right-of-use assets and liabilities, net
Trade payables
Employees and payroll accruals
Deferred revenues and customers’ advances
Accrued expenses and other current liabilities
Accrued severance pay, net
Other non-current liabilities
Loss from sale and disposal of property, plant and equipment
KORNIT DIGITAL LTD. AND SUBSIDIARIES
Year ended December 31,
2022
2023
2021
$
(64,351) $
(79,065) $
15,527
14,700
19,080
13,842
22,589
756
134
(19,220)
11,028
(2,282)
(6,492)
(544)
(179)
(6,491)
(1,089)
(4,990)
(10,547)
(152)
(474)
-
13,565
708
22,500
22,649
1,820
10
(15,891)
(29,004)
(4,251)
(8,635)
8,530
(2,918)
(26,948)
(7,674)
(1,426)
6,482
(237)
13
425
7,096
-
25,423
15,133
1,279
(32)
1,782
(14,079)
(110)
(4,134)
(2,064)
211
12,865
9,698
(21,668)
5,648
309
760
-
Net cash provided by (used in) operating activities
(34,682)
(99,347)
53,644
Cash flows from investing activities:
Purchase of property, plant and equipment
Acquisition of intangible assets and capitalization of software development costs
Proceeds from sale of property, plant and equipment
Investment in equity securities
Cash paid in connection with acquisition, net of cash acquired
Proceeds from (investment in) short-term bank deposits, net
Proceeds from sale of marketable securities
Proceeds from maturity of marketable securities
Investment in marketable securities
(7,006)
-
-
-
-
39,433
7,240
20,522
(33,977)
(18,042)
(308)
71
(820)
(14,654)
(265,865)
1,945
27,898
(137,500)
(14,477)
(130)
-
(351)
(14,991)
215,636
1,000
13,526
(110,458)
Net cash provided by (used in) investing activities
26,212
(407,275)
89,755
Cash flows from financing activities:
Proceeds from public offering, net of issuance costs
Exercise of employee stock options
Payment of withholding taxes related to exercise of share-based awards
Repurchase of ordinary shares
Net cash provided by (used in) financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
-
293
(1,045)
(55,770)
(56,522)
(64,992)
104,597
-
619
(951)
-
(332)
(506,954)
611,551
339,760
4,850
(2,235)
-
342,375
485,774
125,777
Cash and cash equivalents at the end of the period
$
39,605 $
104,597 $
611,551
The accompanying notes are an integral part of the consolidated financial statements.
F-10
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Supplemental disclosure of cash flow information
Cash paid during the year for income taxes
Non-cash investing and financing activities:
Purchase of property, plant and equipment
Inventory transferred to be used as property, plant and equipment
Property, plant and equipment transferred to be used as inventory
Right-of-use asset recognized with corresponding lease liability
The accompanying notes are an integral part of the consolidated financial statements.
F-11
KORNIT DIGITAL LTD. AND SUBSIDIARIES
Year ended December 31,
2022
2023
2021
$
$
$
$
$
1,947 $
13,171 $
435
314 $
1,692 $
2,461
531 $
865 $
2,934 $
6,792 $
- $
7,585 $
3,572
-
5,688
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 1:- GENERAL
KORNIT DIGITAL LTD. AND SUBSIDIARIES
a. Kornit Digital Ltd. (the “Company”) was incorporated in 2002 under the laws of the State of Israel. The Company and its subsidiaries
develop, design and market digital printing solutions for the global printed textile industry. The Company’s and its subsidiaries’ solutions
are based on their proprietary digital textile printing systems, ink and other consumables, associated software and value-added services.
b. The Company established wholly owned subsidiaries in Israel, the United States, Germany, Hong Kong, the United Kingdom and Japan.
The Company’s subsidiaries are engaged primarily in services, sales, and marketing, except for the Israeli subsidiary which is engaged
primarily in research and development.
c. The Company depends on five major suppliers to supply certain components for the production of its products. If one of these suppliers
fails to deliver or delays the delivery of the necessary components, the Company will be required to seek alternative sources of supply. A
change in these suppliers could result in manufacturing delays, which could cause a possible loss of sales and, consequently, could
adversely affect the Company’s results of operations and financial position.
F-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States
(“U.S. GAAP”).
a. Use of estimates:
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates,
judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company’s
management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time
they are made. Actual results could differ from those estimates.
On an ongoing basis, the Company’s management evaluates estimates, including those related to intangible assets and goodwill, tax
assets and liabilities, fair values of stock-based awards, inventory provisions, warranty provision, allowance for credit loss and provision
for rebates and returns. Such estimates are based on historical experience and on various other assumptions that are believed to be
reasonable. The results of the assessment form the basis for making judgments about the carrying values of assets and liabilities.
b. Financial statements in United States dollars:
Most of the revenues of the Company and its subsidiaries are denominated in U.S. dollars. The U.S. dollar is the primary currency of the
economic environment in which the Company and its subsidiaries operate. Thus, the functional and reporting currency of the Company
and its subsidiaries is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured
into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) No. 830 “Foreign Currency Matters”. Changes in
currency exchange rates between the Company’s functional currency and the currency in which a transaction is denominated are included
in the Company’s statements of operations as financial income, net in the period in which the currency exchange rates change.
c. Principles of consolidation:
The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions,
including profits from intercompany sales, have been eliminated upon consolidation.
d. Cash equivalents:
Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or
less, at acquisition.
e. Short-term bank deposits:
Short-term bank deposits are deposits with an original maturity of more than three months but less than one year from the date of
acquisition.
F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
f. Marketable securities:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The Company accounts for investments in marketable securities in accordance with ASC 320, “Investments - Debt Securities”.
Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determinations at
each balance sheet date. The Company classifies its marketable securities as either short-term or long-term based on each instrument’s
underlying contractual maturity date and the entity’s expectations of sales and redemptions in the following year.
The Company classifies all of its marketable securities as available-for-sale. Available-for-sale securities are carried at fair value, with the
unrealized gains and losses, net of tax, reported in “accumulated other comprehensive income (loss)” in shareholders’ equity. Realized
gains and losses on sales of marketable securities are included in financial income, net and are derived using the specific identification
method for determining the cost of securities.
The amortized cost of marketable securities is adjusted for amortization of premium and accretion of discount to maturity, both of which,
together with interest, are included in financial income, net.
At each reporting period, the Company evaluates whether declines in fair value below amortized cost are due to expected credit losses, as
well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs in accordance with ASC 326, Financial
Instrument- Credit losses. Allowance for credit losses on available-for-sale marketable securities are recognized in the Company’s
consolidated statements of operations, and any remaining unrealized losses, net of taxes, are included in accumulated other
comprehensive income (loss) in shareholders’ equity.
The Company did not recognize an allowance for credit losses on marketable securities for the years ended December 31, 2022 and 2021.
During 2023 the Company recorded an allowance for credit losses on available-for-sale marketable securities of $93 which was
recognized in the Company’s consolidated statements of operations.
F-14
KORNIT DIGITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
g.
Inventories:
Inventories are measured at the lower of cost or net realizable value. The cost of inventories comprises cost of purchases and costs
incurred in bringing the inventories to their present location and condition. Inventory write-off is measured as the difference between the
cost of the inventory and net realizable value and is charged to cost of sales.
Cost of inventories is determined as follows:
Raw materials and components - on a first-in, first-out cost basis.
Finished goods - materials, on a first-in, first-out cost basis and other direct manufacturing costs.
Inventory provisions have been provided to cover risks arising from slow-moving items, technological obsolescence and excess
inventories according to revenue forecasts.
During the years ended December 31, 2023, 2022 and 2021, the Company recorded inventory provisions and write-offs in a total amount
of $22,001, $11,445 and $4,909, respectively.
For the year ended December 31, 2023, a part of inventory write-offs and provisions of $11,009 was recorded as a result of the
Company’s restructuring (see Note 2ac).
h. Property, plant and equipment:
Property, plant and equipment are measured at cost, including directly attributable costs, less accumulated depreciation and accumulated
impairment losses. Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows:
Office furniture and equipment
Computer and peripheral equipment
Machinery and equipment
Leasehold improvements
Building and land
%
7 - 20
33
7 - 33
(*)
(**)
(*) Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term (including the extension option held by the Company
and intended to be exercised) and the expected life of the improvement.
(**) Building and land consist of land and an ink manufacturing plant. In September 2018, the Company purchased the land which includes long-term
leasehold rights, with a lease term of 49 years, which may be renewed for an additional 49 years. The manufacturing plant useful life is 25 years.
F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
i.
Leases:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The Company determines if an arrangement is a lease at inception. Contracts containing a lease are further evaluated for classification as
an operating or finance lease. In determining the lease’s classification the Company assesses among other criteria: (i) if 75% or more of
the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) if 90%
or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. Operating leases are
included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and non-current operating lease liabilities in the
Company’s consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities
represent the Company’s obligation to make lease payments arising from the lease. For leases with terms greater than 12 months, the
Company records the ROU asset and liability at the commencement date based on the present value of lease payments according to their
term. The Company also elected the practical expedient to not separate lease and non-lease components for its leases.
The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of
the lease payments at commencement date. Lease terms may include options to extend or terminate the lease when it is reasonably certain
that the Company will exercise that option. Lease expenses are recognized on a straight-line basis over the lease term or the useful life of
the leased asset.
In addition, the carrying amount of the ROU and lease liabilities are remeasured if there is a modification, a change in the lease term, a
change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
j. Business combinations:
The Company accounts for business combinations in accordance with ASC No. 805, “Business Combinations” (“ASC No. 805”). ASC
No. 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at
their fair values as of that date. The excess of the fair value of the purchase price over the fair values of the identifiable assets and
liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with
respect to intangible assets. Acquisition related costs are expensed in the statement of operations in the period incurred.
k. Goodwill:
Goodwill reflects the excess of the purchase price of a business acquired over the fair value of net assets acquired. Under ASC No. 350,
“Intangibles – Goodwill and other” (“ASC No. 350”), goodwill is not amortized but is tested for impairment at least annually or more
frequently if events or changes in circumstances indicate that the carrying value may be impaired. The Company has elected to perform
an annual impairment test of goodwill as of December 31 of each year, or more frequently if impairment indicators are present.
F-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The Company operates in one operating segment and this segment comprises the Company’s sole reporting unit. ASC 350 allows an
entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the
qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If an
entity elects not to use this option, or if an entity determines that it is more likely than not that the fair value of a reporting unit is less than
its carrying value, then the entity prepares a quantitative analysis to determine whether the carrying value of a reporting unit exceeds its
estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, the entity recognizes an impairment of
goodwill for the amount of this excess.
During the years ended December 31, 2023, 2022 and 2021, no impairment of goodwill was recorded.
l.
Intangible assets:
Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis or accelerated method over the estimated useful
lives of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives.
The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. In case the Company reduces the
estimated useful life for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.
m.
Impairment of long-lived assets:
Property, plant and equipment and intangible assets subject to amortization are reviewed for impairment in accordance with ASC No.
360, “Accounting for the Impairment or Disposal of Long-Lived Assets”, 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 the assets to the future undiscounted cash flows expected to be generated by the assets. 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 assets exceeds the fair
value of the assets.
During the years ended December 31, 2022, and 2021, no impairment of long-lived assets and finite-lived intangible assets was recorded.
For the year ended December 31, 2023, an impairment loss of $1,118, related to operating lease right-of-use assets was recorded as a
result of the Company’s restructuring (see Note 2ac).
F-17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
n. Revenue recognition:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The Company generates revenues from sales of systems, consumables and services, including software subscriptions and transaction-
based revenues. The Company sells its products directly to end-users and indirectly through independent distributors, all of whom are
considered end-users.
The Company recognizes revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers”. As such, the Company
recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount
reflecting the consideration the Company expects to receive in revenue. Therefore, the Company identifies a contract with a customer,
identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance
obligation in the contract and recognizes revenues when, or as, the Company satisfies a performance obligation.
Revenues from products, which consist of systems and consumables, are recognized at the point in time when control has transferred, in
accordance with the agreed-upon delivery terms. Revenues from services are derived mainly from the sale of print heads, spare parts,
upgrade kits, service contracts and software subscriptions. The Company’s revenues from print heads, spare parts and upgrade kits
revenues (collectively “Spare parts”) are recognized at the point in time when control has transferred, contracts and software
subscriptions are recognized over time, on a straight-line basis, over the period of the service.
For multiple performance obligations arrangements, such as selling a system with service contract, installation and training, the Company
accounts for each performance obligation separately as it is distinct. The transaction price is allocated to each distinct performance
obligation on a relative standalone selling price (“SSP”) basis and revenue is recognized for each performance obligation when control
has passed, or service has been rendered. In most cases, the Company can establish SSP based on the observable prices of services sold
separately in comparable circumstances to similar customers and for products based on the Company’s best estimates of the price at
which the Company would have sold the product regularly on a stand-alone basis. The Company reassesses the SSP on a periodic basis
or when facts and circumstances change.
The Company does not account for training and installation as a separate performance obligation due to its immateriality in the context of
its contracts. Accordingly, revenues from training and installation are recognized upon the delivery of its systems.
F-18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The Company periodically provides customer incentive programs in the form of product discounts, volume-based rebates and warrants
(see also note 11f), which are accounted for as a variable consideration that are deducted from revenue in the period in which the revenue
is recognized. These reductions to revenue are made based upon estimates that are determined according to historical experience and the
specific terms and conditions of the incentive.
The Company maintains a provision for returns which is estimated, primarily based on historical experience as well as management
judgment, and is recorded as a reduction of revenue. Such provision amounted to $1,166 and $1,084 as of December 31, 2023 and 2022,
respectively, and is included under accrued expenses and other current liabilities in the consolidated balance sheets.
Contract liabilities include amounts received from customers for which revenue has not yet been recognized. Contract liabilities
amounted to $2,218 and $5,941 as of December 31, 2023 and 2022, respectively, and are presented under deferred revenues and
customers advances and other non-current liabilities. During the year ended December 31, 2023, the Company recognized revenues in
amount of $5,701, which have been included in the contract liabilities balance on January 1, 2023.
In cases where the Company’s customers trade-in old systems as part of a sale of new systems, the fair value of the old systems is
recorded as inventory, provided that such value can be recoverable.
Revenue disaggregated by revenue source consists of the following:
Systems
Ink and consumables
Service - spare parts
Service contracts and software subscriptions
Total revenue
F-19
Year Ended December 31,
2022
2023
2021
$
$
48,998 $
112,047
36,855
21,886
219,786 $
119,073 $
103,429
28,619
20,397
271,518 $
181,445
101,192
21,936
17,433
322,006
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The following table presents revenue disaggregated by geography based on customer location:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
U.S.
EMEA
Asia Pacific
Other
Total revenue
Year Ended December 31,
2022
2023
2021
$
$
123,550 $
60,706
22,006
13,524
219,786 $
138,515 $
93,243
24,396
15,364
271,518 $
211,294
78,686
23,341
8,685
322,006
Sales to the Company’s independent distributors accounted for approximately 13%, 19% and 13% of 2023, 2022 and 2021 revenues,
respectively.
Remaining performance obligations represent contracted revenues that have not yet been recognized, and which includes deferred
revenues and non-cancelable contracts that will be invoiced and recognized as revenue in future periods. The Company elected to apply
the optional exemption under paragraph ASC 606-10-50-14(a) not to disclose the remaining performance obligations that relate to
contracts with an original expected duration of one year or less for which deferred revenues have not been recorded yet.
The following table represents the remaining performance obligations as of December 31, 2023, which are expected to be satisfied and
recognized in future periods:
2024
2025
2026 and
thereafter
Service contracts and software subscriptions
$
2,885 $
97 $
18
The Company has elected to apply the practical expedient for financing component for transactions in which the difference between the
payment date and the revenue recognition timing is up to 12 months. Payment terms between the Company and its payors are typically up
to twelve months, and vary by the type of payer, country of sale and the products or services offered.
o. Shipping and Handling:
Shipping and handling fees charged to the Company’s customers are recognized as revenue in the period shipped and the related costs for
providing these services are recorded as a cost of revenue.
F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
p. Cost of revenues:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
Cost of revenues is comprised mainly of cost of systems and parts, ink production, employees’ salaries and related costs, allocated
overhead expenses, import taxes, inventory write-offs, royalties and shipping and handling fees.
q. Warranty costs:
The Company typically provides assurance type standard warranty for six months on its systems including parts and labor. A provision is
recorded for estimated warranty costs at the time revenues are recognized based on historical warranty costs and management’s estimates.
Factors that affect the Company’s warranty liability include the number of systems, historical rates of warranty claims and cost per claim.
The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts thereof as necessary.
The following are the changes in the liability for product warranty from January 1, 2022 to December 31, 2023:
Balance at January 1, 2022
Additions and adjustments to cost of revenues
Reduction for payments and costs to satisfy claims
Balance at December 31, 2022
Additions and adjustments to cost of revenues
Reduction for payments and costs to satisfy claims
Balance at December 31, 2023
r. Research and development expenses, net:
$
4,612
2,946
(5,640)
1,918
2,492
(3,087)
1,323
$
$
Research and development expenses, net of government grants, are charged to the statement of operations, as incurred, except for
development expenses which are capitalized as described in note 2s.
s.
Internal use software:
The Company capitalizes qualifying costs incurred during the application development stage related to software developed for internal
use. These costs are capitalized based on the qualifying criteria. Such costs are amortized over the software’s estimated life of three years.
Costs incurred to develop software applications consist of (a) certain external direct costs of materials and services incurred in developing
or obtaining internal-use computer software, and (b) payroll and payroll-related costs for employees who are directly associated with, and
who devote time to, the development or implementation of the software. Capitalized internal-use software costs are included in
intangibles assets, net in the consolidated balance sheet.
F-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
t.
Implementation costs incurred in cloud computing arrangement that is a service contract:
The Company’s cloud computing arrangement (“CCA”) that is a service contract consists of an arrangement with third party vendors for
internal use of their software applications that they host. The Company defers implementation costs incurred in relation to that
arrangement, including costs for software application coding, configuration, integration and customization, while associated process
reengineering, training, maintenance and data conversion costs are expensed. The short-term portion of deferred costs are included in
prepaid expenses and other current assets in the consolidated balance sheets, while the long-term portion of deferred costs are included in
other non-current assets. Amortized implementation costs incurred in CCA that are service contracts will be recognized using the
straight-line method over eight years, which represents the noncancellable terms of the CCA, plus any optional renewal periods that the
Company is reasonably certain to exercise. Deferred implementation costs are subject to assessment for potential impairment whenever
events or changes in circumstances indicate that the carrying values may not be recoverable.
Deferred implementation costs incurred in CCA that is a service contract amounted to $7,424 as of December 31, 2023.
Amortization of the implementation costs incurred in a CCA that is a service contract that commenced on January 1, 2023 amounted to
$848.
F-22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
u. Accounting for share-based compensation:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation – Stock Compensation” (“ASC
No. 718”) that requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing
model. The value of the award is recognized as an expense over the requisite service periods in the Company’s consolidated statement of
operations.
The Company selected the binomial option pricing model as the most appropriate fair value method for its stock options awards with the
following assumptions for the years ended December 31, 2023, 2022 and 2021:
Year ended December 31,
2022
2023
2021
Suboptimal exercise multiple
Risk free interest rate
Volatility
Dividend yield
2.8
2.8
4.26%-4.30% 3.02%-4.09% 0.09%-1.36%
57.75%-60.75% 58.67%-69.13% 42.57%-58.49%
0%
0%
0%
2.5
The expected volatility is derived from the volatility of the Company’s share price based upon actual historical stock price movements.
The computation of the suboptimal exercise multiple is derived from empirical studies, based on those studies, the early exercise factor of
public companies is approximately 150% for managers and 100% for other employees. The interest rate for the period within the
contractual life of the award is based on the U.S. Treasury Bills yield curve in effect at the time of grant. The Company currently has no
plans to distribute dividends and intends to retain future earnings to finance the development of its business.
The fair value of each restricted stock unit (“RSU”) including performance based RSUs (“PSU”) is the market value of a single ordinary
share of the Company, as determined based on the closing price of the Company’s ordinary shares on the date immediately prior to the
day of grant.
The Company recognizes compensation expenses for the value of its awards, which have graded vesting based on service conditions,
using the straight-line method, over the requisite service period of each of the awards. The Company recognizes forfeitures of awards as
they occur.
F-23
KORNIT DIGITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
v. Derivatives and hedging:
The Company follows ASC No. 815, “Derivatives and Hedging” which requires companies to recognize all of their derivative
instruments as either assets or liabilities in the balance sheets at fair value. Accounting for changes in fair value (i.e., gains or losses) of a
derivative instrument depends on whether it has been designated and qualifies as part of a hedging transaction and further, on the type of
hedging transaction. For those derivative 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. Due to the Company’s global operations, it is exposed to foreign currency exchange rate fluctuations in the normal
course of its business.
The Company uses derivative financial instruments, specifically foreign currency forward and option contracts, to manage exposure to
foreign currency risks, by hedging a portion of the Company’s forecasted payroll and related expenses denominated in New Israeli
Shekels that it expects to incur within a year. The effect of exchange rate changes on foreign currency hedging contracts is expected to
partially offset the effect of exchange rate changes on the underlying hedged item.
For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected
future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other
comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects
earnings. Gains or losses from contracts that were not designated as hedging instruments are recognized in “financial income, net”.
The Company measured the fair value of these contracts in accordance with ASC No. 820, “Fair Value Measurements and Disclosures”
(“ASC No. 820”), and they were classified as level 2 of the fair value hierarchy.
1. Derivative instruments notional amounts:
The following table summarizes the notional amounts for hedged items:
Designated cash flow hedges
Non-designated hedges
F-24
December 31,
2023
2022
$
$
12,284 $
-
12,284 $
38,465
491
38,956
KORNIT DIGITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
2. Derivative instrument outstanding:
As of December 31, 2023 and 2022, the fair value of the Company’s outstanding forward and option contracts amounted to $595 and
$1,000 which are included within “Prepaid expenses and other current assets” and “accrued expenses and other current liabilities”,
respectively, on the balance sheets.
3. Derivative instrument gains and losses
The following table sets forth the expense (income) from derivatives instruments included in the consolidated statements of
operations and reclassified from other comprehensive income:
Cost of revenues
Research and development
Sales and marketing
General and administrative
Year ended December 31,
2022
2023
2021
$
814 $
1,144
368
548
674 $
1,029
365
481
(33)
(48)
(21)
(31)
The Company’s outstanding derivatives designated as cash flow hedging instruments and their related gains and losses, are reported
in the statement of cash flows as cash flows from operating activities.
The maximum length of time over which the Company hedges its exposure to the variability in future cash flows for forecasted
transactions is less than 12 months.
w.
Income taxes:
The Company accounts for income taxes and uncertain tax positions in accordance with ASC No. 740, “Income Taxes” (“ASC No.
740”). ASC No. 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined
based on temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if
necessary, to reduce deferred tax assets to amounts more likely than not to be realized. Deferred tax assets and liabilities are classified as
non-current assets and liabilities, respectively.
F-25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
ASC No. 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to
evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is
more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any
related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to
be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits on its taxes on
income.
x. 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, bank deposits, marketable securities, foreign exchange contracts and trade receivables.
The majority of the Company’s and its subsidiaries’ cash and cash equivalents, bank deposits and marketable securities are invested in
major banks in Israel and the U.S. Generally, these cash equivalents may be redeemed upon demand and, therefore management believes
that they bear a lower risk.
The Company attempts to limit its exposure to interest rate risk by investing in securities with maturities of less than four years; however,
the Company may be unable to successfully limit its risk to interest rate fluctuations. At any time, a sharp rise in interest rates could have
a material adverse impact on the fair value of its investment portfolio. Conversely, declines in interest rates could have a material
favorable impact on the fair value of its investment portfolio. Increases or decreases in interest rates could have a material impact on
interest earnings related to new investments during the period.
The trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located in the United States,
Europe, Asia Pacific and Latin America. The Company performs ongoing credit evaluations of its customers. In certain circumstances,
the Company may require letters of credit from its customers, other collaterals or additional guarantees. The allowance for credit loss is
based on the Company’s assessment of historical collection experience, customer creditworthiness, and current and future economic and
market conditions. The Company regularly reviews the adequacy of the allowance for credit loss based on a combination of factors,
including an assessment of the current customer’s aging balance, the nature and size of the customer and the financial status of the
customer. Accounts receivable deemed uncollectable are charged against the allowance for credit loss when identified. Doubtful debt
expense is included in Sales and Marketing in the Consolidated Statements of Income (Loss). The allowance for credit loss as of
December 31, 2023 and 2022, amounted to $5,227 and $738, respectively.
The change in 2023 current period provision allowance for credit loss amounted to $5,152, which was offset by a write-off amount of
$663.
y. Transfers of financial assets:
ASC 860 “Transfers and Servicing”, (“ASC 860”), establishes a standard for determining when a transfer of financial assets should be
accounted for as a sale. The Company’s arrangements are such that the underlying conditions are met for the transfer of financial assets to
qualify for accounting as a sale. The transfers of financial assets are typically performed by the factoring of receivables to two financial
institutions.
F-26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
For the year ended December 31, 2023, and 2022, the Company sold trade receivables to financial institutions in a total net amount of
$2,262 and $616, respectively. Control and risk of those trade receivables were fully transferred in accordance with ASC 860. During the
year ended December 31, 2023, and 2022, the Company recorded an aggregate amount of $356 and $41, respectively, as financial
expenses related to its factoring arrangements.
z. Severance pay:
The Company’s employees in Israel have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). Pursuant to
Section 14, the Company’s employees, covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly
salary, made on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future severance
liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is
recorded on the Company’s balance sheet.
With regards to employees in Israel that are not subject to Section 14, the Company’s liability for severance pay is calculated pursuant to
the Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of
the balance sheet date. These employees are entitled to one-month’s salary for each year of employment or a portion thereof. The
Company’s liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and an
accrual. The value of these deposits is recorded as an asset on the Company’s balance sheet.
The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the
fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements.
Severance expenses for the years ended December 31, 2023, 2022 and 2021 were $3,144, $3,554 and $2,895, respectively.
aa. Fair value of financial instruments:
The Company applies ASC No. 820. Under this standard, fair value is defined as the price that would be received to sell an asset or paid
to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Company uses various valuation approaches. ASC No. 820 establishes a hierarchy for inputs used in
measuring fair value that maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most
observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability
developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the
Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best
information available in the circumstances.
F-27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The hierarchy is broken down into three levels based on the inputs as follows:
Level 1 -
Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can
access at the measurement date.
Level 2 -
Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are
observable, either directly or indirectly.
Level 3 -
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value.
The carrying amount of cash, cash equivalents, short term bank deposits, trade receivables, prepaid expenses and other current assets,
trade payables and accrued expenses and other current liabilities approximates their fair value due to the short-term maturities of such
instruments.
The Company measures its marketable securities and foreign currency derivative instruments at fair value. Marketable securities and
foreign currency derivative instruments are classified within Level 2 as the valuation inputs are based on quoted prices and market
observable data of similar instruments.
ab. Basic and diluted earnings (losses) per share:
Basic earnings No. 260, “Earnings Per Share” is computed based on the weighted average number of ordinary shares outstanding during
each period. Diluted earnings per share is computed based on the weighted average number of ordinary shares outstanding during each
period, plus dilutive potential ordinary shares considered outstanding during the period, in accordance with the relevant ASC.
For the years ended December 31, 2023 and 2022, all outstanding options and RSU’s of 2,306,577 and 1,718,661, respectively, have been
excluded from the calculation of the diluted earnings per share since their effect was anti-dilutive.
The total number of shares related to the outstanding options and RSU’s excluded from the calculation of diluted earnings (losses) per
share due to their anti-dilutive effect was 5,005 for the year ended December 31, 2021.
F-28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
ac. Restructuring:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
During 2023, the Company decided upon a cost savings initiative which resulted in a $19,375 restructuring charge. Included in this
restructuring is a workforce reduction, a consolidation of facilities and a phasing out of legacy platforms.
During 2022, the Company announced a workforce reduction of approximately 10%. As a result, the Company recorded severance and
other personnel related expenses for the impacted employees, in addition to other related expenses. The Company substantially
completed these actions by the end of 2022.
A summary of the restructuring charges for the year ended December 31, 2023 and 2022 by major activity type is as follows:
Cost of product revenues
Cost of service revenues
Research and development
Sales and marketing
General and administrative
Cost of product revenues
Cost of service revenues
Research and development
Sales and marketing
General and administrative
December 31, 2023
Employee
termination
costs
Write-off
Others
Total
$
$
147 $
433
283
719
597
2,179 $
5,510 $
5,499
598
-
3,378
14,985 $
- $
-
-
2,211
-
2,211 $
5,657
5,932
881
2,930
3,975
19,375
December 31, 2022
Employee
termination
costs
$
$
347 $
12
201
675
74
1,309 $
Others
Total
342 $
-
-
-
42
384 $
689
12
201
675
116
1,693
F-29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
For the year ended December 31, 2023, the Company recorded $11,009 of inventory write-off in cost of revenues as a result.
The liabilities related to the restructuring plan as of December 31, 2023 and 2022 amounted to $4,558 and $708 respectively. The
liabilities related to the restructuring plan as of December 31, 2022 were paid in full in 2023.
ad. New accounting pronouncement, not yet adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information
about their reportable segments’ significant expenses and other segment items on an annual basis. Public entities with a single reportable
segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation
requirements in ASC 280 on an annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early
adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires
public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income
taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early
adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
ae. Certain comparative figures have been reclassified to conform to the current year presentation.
F-30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 3:- TESOMA GMBH ACQUISITION
KORNIT DIGITAL LTD. AND SUBSIDIARIES
On April 5, 2022, the Company, through its wholly owned subsidiary Kornit Digital Technologies, acquired all of the outstanding shares of
Tesoma GmbH, a German manufacturer of continuous dryers and oven systems. Under the related acquisition agreement, the total
consideration was $15,443. In addition, the Company incurred acquisition-related costs in a total amount of $512. Acquisition-related costs
include legal, accounting, consulting fees and other external costs directly related to the acquisition. These transaction costs were included in
general and administrative expenses in the consolidated statements of operations.
Tesoma generates revenues from several markets, including textile, mechanical engineering and automotive. The Company believes this
acquisition will accelerate its value proposition for fulfillers in the area of dryers for the textile industry.
The Tesoma acquisition was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) 805
“Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the
acquisition date, measured at their fair values as of that date. The excess of the fair value of the purchase price over the fair values of the
identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions,
especially with respect to intangible assets.
Acquisition related costs are expensed to the statement of operations in the period incurred.
The following table summarizes the purchase price allocation of Tesoma acquisition:
Tangible assets (liabilities):
Cash
Accounts receivable and other receivables
Inventory
Property and equipment
Other assets
Advances from customers
Trade payables
Provisions and other liabilities
Deferred tax liabilities, net
Net assets
Intangible assets:
Customer Relationship
Technology
Backlog
Goodwill
Total purchase price
F-31
Fair
value
Amortization
period (years)
$
$
789
1,672
3,991
6,194
343
(1,726)
(466)
(717)
(855)
9,225
1,213
856
432
3,717
15,443
5.8
2.4
0.5
Infinite
KORNIT DIGITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 3:- TESOMA GMBH ACQUISITION (Cont.)
Goodwill is primarily attributable to expected synergies arising from technology integration and expanded product availability to the
Company’s existing and new customers. Goodwill is not deductible for income tax purposes.
Pro-forma results of operations related to this acquisition have not been prepared because they are not material to the Company’s consolidated
statements of operations.
NOTE 4:- MARKETABLE SECURITIES
The following is a summary of marketable securities held as of December 31, 2023 and 2022:
Matures within one year:
Corporate debentures
Government debentures
Matures after one through four years:
Corporate debentures
Government debentures
Amortized
cost
December 31, 2023
Gross
unrealized
gain
Gross
unrealized
loss
Fair value
$
58,319 $
-
4 $
-
(1,031) $
-
57,292
-
58,319
4
(1,031)
57,292
222,766
8,109
179
-
(7,565)
(286)
215,380
7,823
230,875
179
(7,851)
223,203
Total
$
289,194 $
183 $
(8,882) $
280,495
Matures within one year:
Corporate debentures
Government debentures
Matures after one through four years:
Corporate debentures
Government debentures
Amortized
cost
December 31, 2022
Gross
unrealized
gain
Gross
unrealized
loss
Fair value
$
13,394 $
7,356
20,750
254,909
8,115
- $
-
-
(176) $
(194)
13,218
7,162
(370)
20,380
12
-
(16,573)
(493)
238,348
7,622
263,024
12
(17,066)
245,970
Total
$
283,774 $
12 $
(17,436) $
266,350
F-32
KORNIT DIGITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 4:- MARKETABLE SECURITIES (Cont.)
Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values, were as follows
as of December 31, 2023 and 2022:
Less than 12 months
Fair
Value
Unrealized
Losses
December 31, 2023
More than 12 months
Fair
value
Unrealized
losses
Total
Fair
value
Unrealized
losses
Corporate debentures
Government debentures
Total
$
$
13,456 $
-
(73) $
-
226,925 $
7,823
(8,523) $
(286)
240,381 $
7,823
(8,596)
(286)
13,456 $
(73) $
234,748 $
(8,809) $
248,204 $
(8,882)
Less than 12 months
Fair
value
Unrealized
Losses
December 31, 2022
More than 12 months
Fair
value
Unrealized
losses
Total
Fair
value
Unrealized
losses
Corporate debentures
Government debentures
$
143,402 $
6,735
(7,666) $
(317)
103,890 $
8,048
(9,083) $
(370)
247,292 $
14,783
(16,749)
(687)
Total
$
150,137 $
(7,983) $
111,938 $
(9,453) $
262,075 $
(17,436)
F-33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 5:- FAIR VALUE MEASUREMENTS
The table below sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2023 and 2022 by level
within the fair value hierarchy.
KORNIT DIGITAL LTD. AND SUBSIDIARIES
Assets:
Cash and cash equivalents
Short-term bank deposits
Marketable securities
Foreign currency derivative contracts
Total financial assets
Assets:
Cash and cash equivalents
Short-term bank deposits
Marketable securities
Total financial assets
Liabilities:
Foreign currency derivative contracts
NOTE 6:-
INVENTORIES, NET
Raw materials and components
Finished goods (*)
Level 1
Level 2
Level 3
Total
December 31, 2023
$
39,605
235,600
- $
-
-
-
280,495
595
- $
-
-
39,605
235,600
280,495
595
$
275,205 $
281,090 $
- $
556,295
Level 1
Level 2
Level 3
Total
December 31, 2022
$
104,597 $
275,033
-
- $
-
266,350
- $
-
-
104,597
275,033
266,350
$
379,630 $
266,350 $
- $
645,980
- $
(1,000)
- $
(1,000)
December 31,
2023
2022
$
$
28,331 $
39,381
47,737
41,678
67,712 $
89,415
(*) Includes amounts of $367 and $405 as of December 31, 2023 and 2022, respectively, with respect to inventory delivered to customers for which
revenue was not yet recognized.
F-34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 7:- PROPERTY, PLANT AND EQUIPMENT, NET
Cost:
Computer and peripheral equipment
Office furniture and equipment
Machinery and equipment
Leasehold improvements
Building and land
Accumulated depreciation
Property, plant and equipment, net
KORNIT DIGITAL LTD. AND SUBSIDIARIES
December 31,
2023
2022
$
10,706 $
6,200
37,614
24,946
20,091
10,629
4,988
37,702
21,373
19,947
99,557
94,639
(48,652)
(34,176)
$
50,905 $
60,463
Depreciation expenses for the years ended December 31, 2023, 2022 and 2021 were $14,852 , $10,583, and $5,252, respectively.
For the year ended December 31, 2023, depreciation expenses of $2,395 were recorded as a result of the Company’s restructuring (see Note
2ac).
F-35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 8:-
INTANGIBLE ASSETS, NET
a.
Intangible assets are comprised of the following:
Original amount:
Acquired technology
License
Customer relationships
Non-competition agreement
Software development costs
Distribution rights
Accumulated amortization:
Acquired technology
License
Customer relationships
Non-competition agreement
Software development costs
Distribution rights
KORNIT DIGITAL LTD. AND SUBSIDIARIES
Weighted
average
remaining
term
3.4
0.6
0.5
-
-
0.2
$
December 31,
2023
2022
10,534 $
1,000
4,717
974
1,320
688
10,534
1,000
4,717
974
1,320
688
19,233
19,233
4,856
282
3,816
974
1,320
338
3,276
165
3,534
833
1,285
250
11,586
9,343
Intangible assets, net
$
7,647 $
9,890
Amortization expenses for the years ended December 31, 2023, 2022 and 2021 were $2,243, $2,982 and $1,850, respectively.
b. Amortization expenses for future periods are as shown below:
Years ending December 31,
2024
2025
2026
2027
2028
F-36
Amount
$
$
1,923
1,539
1,538
1,537
1,110
7,647
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 9:- ACCRUED EXPENSES AND CURRENT LIABILITIES
Accrued expenses
Government authorities
Warranty provision
Provision for returns
NOTE 10:- COMMITMENTS AND CONTINGENT LIABILITIES
a. Purchase commitments:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
December 31,
2023
2022
$
$
17,738 $
3,646
1,264
1,166
23,814 $
17,993
4,984
1,531
1,084
25,592
As of December 31, 2023, the Company had $47,229 of purchase commitments for goods and services from vendors. These
commitments are due primarily within one year.
b. Litigation:
1. During February 2023, two securities class action complaints were filed by certain shareholders of the Company in U.S. federal court
in New Jersey against the Company, certain of the Company’s current and former officers and directors, the underwriters of the
November 19, 2021 follow-on public offering and Amazon (which sold shares in that public offering), as defendants. The complaints
assert claims under certain sections of the Exchange Act and seeks unspecified damages.
On August 30, 2023, the U.S. federal court in New Jersey granted an unopposed motion to consolidate the two actions, to appoint
certain plaintiffs as lead plaintiffs, and to appoint a lead counsel.
On October 27, 2023, the lead plaintiffs filed a consolidated complaint, alleging that, between February 2021 and July 2022, the
Company made misrepresentations and omissions in its public statements and disclosures in violation of the Exchange Act and Rule
10b-5 promulgated thereunder.
On December 21, 2023, the defendants moved to dismiss the consolidated complaint. The lead plaintiffs filed an opposition to
Defendants’ motion to dismiss on February 16, 2024. Pursuant to a schedule stipulated between the parties and ordered by the Court,
Defendants will file their reply in further support of their motion to dismiss no later than April 1, 2024.
The Company believes these lawsuits are without merit and has been defending against these cases vigorously. As of the date hereof,
the Company is unable to estimate a range of loss, if any, that could result were there to be adverse final decisions in these cases, and
estimated liabilities have not been recorded in the consolidated financial statements.
F-37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 10:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
2. From time to time, the Company is party to various legal proceedings, claims and litigation that arise in the normal course of
business. It is the opinion of management that the ultimate outcome of these matters will not have a material adverse effect on the
Company’s financial position, results of operations or cash flows.
c. Guarantees:
As of December 31, 2023, the Company provided eight bank guarantees in a total amount of $848 primarily for its rented facilities.
NOTE 11:- SHAREHOLDERS’ EQUITY
a. Company’s shares:
Ordinary shares:
Any ordinary share confers equal rights to dividends and bonus shares and to participate in the distribution of surplus assets upon
liquidation in proportion to the par value of each share regardless of any premium paid thereon, all subject to the provisions of the
Company’s articles of association. Each ordinary share confers its holder the right to participate the general meetings of the shareholders
of the Company, with one vote on any matter presented to the shareholders.
Treasury shares:
On August 10, 2022, the Company’s Board of Directors approved a share repurchase program to repurchase up to $75,000 of its ordinary
shares, subject to Israeli court approval and in accordance with required regulation (the “Share Repurchase Program”).
During the year ended December 31, 2023, pursuant to the Share Repurchase Program, the Company repurchased, an aggregate of
2,652,051 ordinary shares in open market transactions, at a total cost of $55,770.
b. Share option and RSU’s plans:
The Company’s Board of Directors has approved equity incentive plans pursuant to which the Company is authorized to issue to
employees, directors and officers of the Company and its subsidiaries (the “optionees”) options to purchase ordinary shares of the
Company, at an exercise price equal to at least the fair market value of the ordinary shares at the date of grant. The terms of option grants
generally provide that 25% of total options are exercisable one year after the grant or vesting start date determined for each optionee and
a further 6.25% is exercisable at the end of each subsequent three-month period over the following 3 years. Options are exercisable for up
to 10 years from the grant date. Options that are cancelled or forfeited before expiration become available for future grants.
Under the Company equity incentive plans, beginning in 2017, the Company grants RSUs, including PSUs. The RSUs generally vest
over a period of four years of employment and PSUs vest also based on the Company’s share performance. RSUs that are cancelled or
forfeited become available for future grants.
F-38
KORNIT DIGITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 11:- SHAREHOLDERS’ EQUITY (Cont.)
During December 2022, the Company’s board of directors approved a decrease of 1,065,982 as to the number of ordinary shares reserved
for issuance under the Company’s equity incentive plans. As of December 31, 2023, an aggregate of 2,561,000 ordinary shares were
available for future grants under those plans.
c. A summary of the Company’s share option activity and related information is as follows:
Outstanding at beginning of year
Granted
Exercised
Forfeited
Outstanding at end of year
Exercisable at end of year
Number
of shares
upon
exercise
Weighted
average
exercise price
Weighted-
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
668,322 $
48,525
(29,108)
(56,064)
52.66
23.00
15.07
83.77
6.68 $
-
-
-
631,675 $
49.32
5.83 $
2,310
-
163
-
1,039
432,794 $
38.99
4.57 $
1,039
As of December 31, 2023, the Company had $6,616 of unrecognized compensation expense related to non-vested share options expected
to be recognized over a weighted average period of 2.25 years.
The weighted average fair value of options granted during the years ended December 31, 2023, 2022 and 2021 was $12.88, $47.06 and
$64.93 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021
was $163, $1,086 and $27,181, respectively.
d. A summary of the Company’s RSU activity is as follows:
Unvested at beginning of year
Granted
Vested
Forfeited
Unvested at the end of the year
Number
of RSUs
1,050,339
1,273,229
(388,961)
(259,705)
1,674,902
The weighted average fair value at grant date of RSU’s granted for the years ended December 31, 2023, 2022 and 2021 was $20.11,
$43.65 and $115.65, respectively. The total fair value of RSUs vested during the year ended December 31, 2023, was $8,260.
The weighted average fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was $52.27, $57.98 and
$31.63, respectively.
F-39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 11:- SHAREHOLDERS’ EQUITY (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The weighted average fair value of RSUs forfeited during the years ended December 31, 2023, 2022 and 2021 was $33.19, $68.19 and
$43.84, respectively.
As of December 31, 2023, the Company had $40,513 of unrecognized compensation expenses related to RSUs, expected to be
recognized over a weighted average period of 2.59 years.
As of December 31, 2023, an aggregate of 201,472 PSUs were included in the Unvested RSUs amount.
e. The following table sets forth the total share-based compensation expense included in the consolidated statements of operations for the
years ended December 31, 2023, 2022 and 2021:
Cost of products
Cost of services
Research and development, net
Sales and marketing
General and administrative
Year Ended December 31,
2022
2023
2021
$
2,356 $
1,758
5,759
6,689
6,027
2,185 $
1,676
5,312
7,361
6,115
1,355
1,105
2,685
5,004
4,984
Total share-based compensation expenses
$
22,589 $
22,649 $
15,133
f. On January 10, 2017, the Company signed a master purchase agreement with Amazon Inc. (the “Agreement”) under which warrants to
purchase ordinary shares of the Company were issued to Amazon as a customer incentive, subject to vesting as a function of payments
for purchased products and services. As of December 31, 2023, all of the warrants under that original Agreement had been exercised.
On September 14, 2020, the Company signed an amendment to the master purchase agreement (the “Amended Agreement”) with
Amazon Inc. under which an additional 3,401,028 warrants to purchase ordinary shares of the Company at an exercise price of $59.26
were issued to Amazon. The warrants are subject to vesting as a function of payments for purchased products and services of up to $400
million over a five-year period beginning in January 2021, with the shares vesting incrementally each time Amazon makes a payment
totaling $5 million to the Company. As of December 31, 2023, 1,787,953 warrants were exercisable under the Amended Agreement.
The fair value of the warrants was measured on the grant date using the Monte Carlo simulation with assumptions of a risk-free rate of
0.4%, volatility rate of 52%, dividend yield of 0% and an expected term of 5.32 years.
The Company recognized a reduction to revenues of $13,842, $22,500 and $25,423 during the years ended December 31, 2023, 2022 and
2021, respectively, in respect of the warrants granted to Amazon.
F-40
KORNIT DIGITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 12:- EARNINGS (LOSSES) PER SHARE
The following table sets forth the computation of basic and diluted earnings (losses) per share:
Numerator for basic and diluted earnings (losses) per share:
Net income (loss)
$
(64,351) $
(79,065) $
15,527
Year Ended December 31,
2022
2023
2021
Weighted average ordinary shares outstanding:
Denominator for basic earnings (losses) per share
Effect of dilutive securities:
Employee share options, RSUs, PSUs and Warrants
49,160,266
49,791,659
47,079,358
-
-
1,520,737
Denominator for diluted earnings (losses) per share
49,160,266
49,791,659
48,600,095
Basic earnings (losses) per share
Diluted earnings (losses) per share
$
$
(1.31) $
(1.59) $
(1.31) $
(1.59) $
0.33
0.32
NOTE 13:- ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of taxes, for the year ended
December 31, 2023:
Unrealized
Gains (losses)
on
marketable
securities
Unrealized
Gains
(losses) on
cash flow
hedges
Foreign
currency
translation
adjustment
Total
Beginning balance
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive income
$
(17,424) $
8,686
134
(800) $
(1,480)
2,874
800 $
-
-
(17,424)
7,206
3,008
Net current period other comprehensive income
8,820
1,394
-
10,214
Ending Balance
$
(8,604) $
594 $
800 $
(7,210)
F-41
KORNIT DIGITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 14:- LEASES
The Company’s leases include offices and warehouses for its facilities worldwide, as well as car leases, which are all classified as operating
leases. Certain leases include renewal options that are subject to the Company’s sole discretion. The renewal options were included in the
right of use (“ROU”) and liability calculation if it was reasonably certain that the Company will exercise the option.
The components of lease expenses for the years ended December 31, 2023, 2022 and 2021 were as follows:
Operating lease
Short-term lease
Total lease expense
Year ended December 31,
2022
2023
2021
$
$
5,566 $
80
6,126 $
297
5,646 $
6,423 $
5,085
264
5,349
Cash paid for amounts included in the measurement of operating lease liabilities was $5,742, $6,282 and $5,490 during the years ended
December 31, 2023, 2022 and 2021, respectively.
The Company’s operating lease agreements have remaining lease terms ranging from one to five years. Some of these agreements include
allowances, such as the Company’s option to extend the leases for additional terms of up to five years.
As of December 31, 2023 and 2022, the weighted average remaining lease term is approximately 7.8 and 6.9 years, respectively, and the
weighted average discount rate is 3.4 and 2.6 percent, respectively. The discount rate was determined based on the estimated collateralized
borrowing rate of the Company, adjusted to the specific lease term and location of each lease.
Maturities of operating lease liabilities as of December 31, 2023 were as follows:
2024
2025
2026
2027
2028
Thereafter
Total operating lease payments
Less - imputed interest
Present value of future lease payments
$
5,209
4,660
3,080
2,844
2,646
8,964
$
27,403
(3,797)
$
23,606
For the year ended December 31, 2023, impairment loss of $1,118 was recorded as result of the Company’s restructuring (see Note 2ac).
F-42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- TAXES ON INCOME
a. Tax rates:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
Taxable income of the Company and its Israeli subsidiary is subject to Israeli corporate tax at the rate of 23%. The Company and its
Israeli subsidiary are also eligible for tax benefits as further described in note 15b.
b. Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (the “Law”):
The Company’s production facilities in Israel have been granted “Beneficiary Enterprise” status under the Law. The Company and its
Israeli subsidiary have been granted benefits under the “Alternative Benefit Track” under which the main benefits are a tax exemption for
undistributed income and a reduced tax rate.
The Company and its Israeli subsidiary began to utilize such tax benefits in 2010. The entitlement to the above benefits was limited to the
end of 2019, and was conditional upon the Company and its Israeli subsidiary fulfilling the conditions stipulated by the Law and related
regulations. In the event of failure to comply with these conditions, the benefits may be partially or fully canceled and the Company or its
Israeli subsidiary may be required to refund the amount of the benefits, in whole or in part, plus a consumer price index linkage
adjustment and interest.
In the event of distribution of any dividends, the amount distributed which is allocated to the above-mentioned tax-exempt income, on a
prorate basis, will be subject to the same reduced corporate tax rate that would have been applied to the Beneficiary Enterprise’s income.
In addition, tax-exempt income attributed to the Beneficiary Enterprise will subject the Company to taxes upon distribution in any
manner including complete liquidation.
On November 15, 2021, a new amendment of the Law was enacted harshening the rules with respect to determining the profits from
which a dividend was distributed and providing that part of any dividend distribution will be deemed as distributed from the Trapped
Profits, according to a certain formula. The Israeli government agreed to grant relief of 30%-60% on the amount of tax which should
have been paid on distributable earnings in order to encourage companies to pay the reduced taxes during the next 12 months (the
“Temporary Order”). The Temporary Order provides partial relief from Israeli corporate income tax for companies which opt to enjoy the
privilege, on a linear basis: greater release of “trapped” earnings will result in a higher relief from corporate income tax. According to the
new linear statutory formula, the corporate income tax to be paid, would vary from 6% to 17.5% effective tax rate (depends on the
company’s corporate tax rate in the year in which the income was derived and the amount of “trapped” retained earnings elected to be
relieved), without taking into account the 20% dividend withholding tax (which should be levied only upon actual distribution, if any).
The reduced corporate tax is payable within 30 days of making the election. The new Temporary Order does not require the actual
distribution of the retained earnings, nor does it provide any relief from the 20% dividend withholding tax.
F-43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- TAXES ON INCOME (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The partial corporate income tax relief was available to companies that elected to implement the temporary reduced tax relief by
November 15, 2022 in respect of its exempt retained earnings, provided that up to 30% (the exact rate is calculated by a new statutory
formula) of the “released” earnings are re-invested in Israel in at least one of the following: Industrial activities, Research and
development activities, Assets used by the company, salaries of newly recruited employees, for a period of up to 5 years.
During November 2022, the Company applied the Temporary Order to its exempt profits accrued prior to 2022 by the Company and its
Israeli subsidiary. Consequently, the Company paid $11,485 corporate tax on exempt income of $133,751.
The Company’s Israeli subsidiary elected to apply the Preferred Enterprise regime under the January 2011 amendment to the Law as of
the 2013 tax year. The election is irrevocable. Under the Preferred Enterprise regime, a preferred income of an Enterprise located in the
center of Israel is subject to the tax rate of 16%.
The 2017 Amendment provides that a technology company satisfying certain conditions will qualify as a Preferred Technology Enterprise
and will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technology Income”, as defined in the
Law. The tax rate is further reduced to 7.5% for a Preferred Technology Enterprise located in development zone A. These corporate tax
rates shall apply only with respect to the portion of the Preferred Technology Income derived from R&D developed in Israel. In addition,
a Preferred Technology Company will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain
“Benefitted Intangible Assets” (as defined in the Law) to a related foreign company if the Benefitted Intangible Assets were acquired
from a foreign company on or after January 1, 2017 for at least NIS 200 million, and the sale receives prior approval from the National
Authority for Technological Authority (previously known as the Israeli Office of the Chief Scientist), referred to as the Innovation
Authority.
Dividends distributed by a Preferred Technology Enterprise, paid out of Preferred Technology Income, are generally subject to
withholding tax at source at the rate of 20% or such lower rate as may be provided in an applicable tax treaty (subject to the receipt in
advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). However, if such dividends are paid to an
Israeli company, no tax is required to be withheld (although, if such dividends are subsequently distributed from such Israeli company to
individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower rate as may be provided in an applicable tax treaty
will apply).
F-44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- TAXES ON INCOME (Cont.)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The Company and its Israeli subsidiary believe they meet the conditions for “Preferred Technological Enterprises”, and are subject to a
tax rate of 12% on income that qualifies as “Preferred Technology Income”, as defined in the Law. The tax rate for a Preferred
Technological Enterprises located in development zone A is 7.5%.
From time to time, the Israeli Government discusses reducing the benefits available to companies under the Law. The termination or
substantial reduction of any of the benefits available under the Law could materially increase the Company’s tax liabilities.
c. Tax benefits under the Israeli Law for the Encouragement of Industry (Taxation), 1969:
Each of the Company and its Israeli subsidiary is an “Industrial Company” as defined by the Israeli Law for the Encouragement of
Industry (Taxation), 1969, and, as such, is entitled to certain tax benefits including accelerated depreciation, deduction of public offering
expenses in three equal annual installments and amortization of other intangible property rights for tax purposes. In addition, these Israeli
companies are eligible to submit consolidated tax returns, allowing the offsetting of losses between the entities.
d.
Income taxes of non-Israeli subsidiaries:
The Company’s non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence.
Taxes were not provided for undistributed earnings of the Company’s foreign subsidiaries. The Company’s board of directors has
determined that the Company does not currently intend to distribute any amounts of its undistributed earnings as a dividend. The
Company intends to reinvest these earnings indefinitely in the foreign subsidiaries. Accordingly, no deferred income taxes have been
provided. If these earnings were distributed into Israel in the form of dividends or otherwise, the Company would be subject to additional
Israeli income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.
The amount of undistributed earnings of foreign subsidiaries that are considered to be reinvested as of December 31, 2023 was $25,020.
If these undistributed earnings are distributed, they would be taxed at the corporate tax rate applicable to such income, and $3,741 of
additional taxes would be incurred as of December 31, 2023.
F-45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- TAXES ON INCOME (Cont.)
e. Tax assessments:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The Company and its Israeli subsidiary received final tax assessments through 2021. The U.S subsidiary, Tesoma GmbH and German
subsidiary received final tax assessments through 2018, 2019 and 2020, respectively, and the Hong Kong, Japan and U.K subsidiaries
have not received a final tax assessment since inception.
f. Carryforward losses for tax purposes:
As of December 31, 2023, the Company and its Israeli subsidiary have carryforward tax losses of approximately $139,117.
As of December 31, 2023, Custom Gateway Ltd has carryforward tax losses of approximately $8,198.
As of December 31, 2023, Kornit Digital UK Ltd has carryforward tax losses of approximately $929.
As of December 31, 2023, Tesoma GmbH has carryforward tax losses of approximately $5,507.
F-46
KORNIT DIGITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- TAXES ON INCOME (Cont.)
g. Deferred income taxes:
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s and its
subsidiaries’ deferred tax liabilities and assets are as follows:
Deferred tax assets:
Carryforward tax losses
Share-based compensation expenses
Research and development carryforward expenses
Allowance and other reserves
Operating lease liabilities
Total gross deferred tax assets
Less, Valuation Allowance
Total deferred tax assets
Deferred tax liabilities:
Operating lease ROU assets
Intangible assets
Others
Total gross deferred tax liabilities
Net deferred tax assets (liabilities)
$
December 31,
2023
2022
13,733 $
2,697
3,329
7,812
3,340
9,494
1,853
3,605
6,672
2,622
30,911
24,246
(26,326)
(19,735)
4,585
4,511
(3,184)
(1,253)
(148)
(2,690)
(1,539)
(826)
(4,585)
(5,055)
$
- $
(544)
In assessing the ability to realize deferred tax assets, the Company considers whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Based on the available evidence, management believes that it is more likely than not that its
deferred tax assets will not be realized and accordingly, a valuation allowance has been provided.
Income (loss) before income taxes is comprised as follows:
Domestic
Foreign
Income (loss) before income taxes
Year Ended December 31,
2022
2023
2021
$
$
(62,734) $
(647)
(58,085) $
1,585
10,334
5,058
(63,381) $
(56,500) $
15,392
F-47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- TAXES ON INCOME (Cont.)
h. Taxes on income (tax benefits) are comprised as follows:
Current taxes
Deferred taxes
Domestic
Foreign
Domestic taxes:
Current taxes
Deferred taxes
Foreign taxes:
Current taxes
Deferred taxes
Taxes on income
KORNIT DIGITAL LTD. AND SUBSIDIARIES
$
$
$
$
$
Year Ended December 31,
2022
2023
2021
1,463 $
(493)
12,619 $
9,946
970 $
22,565 $
(16) $
986
20,400 $
2,165
970 $
22,565 $
(550)
415
(135)
322
(457)
(135)
Year Ended December 31,
2022
2023
2021
174 $
(190)
11,119 $
9,281
(1,171)
1,493
(16)
20,400
322
1,289
(303)
1,500
665
986
2,165
$
970 $
22,565 $
621
(1,078)
(457)
(135)
i. Uncertain tax positions:
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
Beginning of year
Additions related to tax positions taken during current year
Reduction related to settlements of tax matters
Reductions for tax positions of prior years
Balance at December 31(*)
December 31,
2023
2022
$
$
394 $
174
-
-
568 $
1,034
312
-
(952)
394
(*) As of December 31, 2023, and 2022, unrecognized tax benefits in an amount of $256 and $130, respectively, were presented as a reduction from
deferred taxes.
F-48
KORNIT DIGITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- TAXES ON INCOME (Cont.)
The amount of the unrecognized tax benefits could affect the Company’s income tax provision and the effective tax rate.
Exchange rate differences are recorded within financial income, net, while interest is recorded within income tax expense.
The final tax outcome of the Company’s tax audits could be different from that which is reflected in the Company’s income tax
provisions and accruals. Such differences could have a material effect on the Company’s income tax provision and net income in the
period in which such determination is made.
j. A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the
Company and the actual tax expense as reported in the statement of operations is as follows:
Year Ended December 31,
2022
2023
2021
Income (loss) before taxes, as reported in the consolidated statements of operations
$
(63,381) $
(56,500) $
15,392
Theoretical tax expense (benefit) at the Israeli statutory tax rate
Beneficiary enterprise expenses (benefit)
Tax adjustment in respect of different tax rate of foreign subsidiaries
Non-deductible expenses and other permanent differences
Share based compensation
Increase (decrease) in other uncertain tax positions, net
Taxes related to prior years (see also note 15b)
Losses and timing differences for which valuation allowance was provided
Others
(14,578)
9,724
225
143
1,004
174
(61)
4,819
(480)
(12,995)
9,003
639
(289)
541
(639)
11,471
15,727
(893)
3,540
(560)
309
(1,808)
355
(2,037)
-
-
66
Actual tax expense (benefit)
$
970 $
22,565 $
(135)
F-49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 16:- GEOGRAPHIC INFORMATION
Summary information about geographic areas:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
The Company operates in one reportable segment (see note 1 for a brief description of the Company’s business). Operating segments are
defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker,
who is the Company’s chief executive officer, in deciding how to allocate resources and in assessing performance. The Company’s chief
operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources on a
consolidated basis.
The following table presents long-lived assets by geographic region as of December 31, 2023 and 2022:
U.S.
Israel
EMEA
Asia Pacific
Customer A
Customer B
Customer A
Customer B
Customer C
December 31,
2023
2022
$
$
2,560 $
58,488
9,449
359
74,687 $
6,202
70,722
9,720
958
87,602
Major customers’ data as a percentage of total revenues:
The following table sets forth the customers that accounted for 10% or more of the Company’s total revenues in each of the years set forth
below:
Year Ended December 31,
2022
2023
2021
20%
7%
27%
2%
27%
12%
Major customers’ data as a percentage of Trade receivables:
The following table sets forth the customers that accounted for 10% or more of the Company’s Trade receivables in each of the years set forth
below:
December 31,
2023
2022
16%
13%
-
-
-
12%
F-50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 17:- FINANCIAL INCOME, NET
Financial income, net:
Financial income:
Interest on bank deposits and other interest income
Exchange rate differences, net
Realized gain on sale of marketable securities, net
Interest on marketable securities
Financial expenses:
KORNIT DIGITAL LTD. AND SUBSIDIARIES
Year Ended December 31,
2022
2023
2021
$
20,246 $
-
-
7,343
6,586 $
2,426
-
6,465
27,589
15,477
2,129
-
32
3,243
5,404
(286)
(1,240)
-
(1,279)
Bank charges
Exchange rate differences, net
Realized loss on sale of marketable securities, net
Amortization of premium and accretion of discount on marketable securities, net
(236)
(2,315)
(134)
(754)
(265)
-
(10)
(1,820)
Total financial income, net:
$
24,150 $
13,382 $
2,599
NOTE 18:- BALANCES AND TRANSACTIONS WITH RELATED PARTIES
(3,439)
(2,095)
(2,805)
The Company’s policy is to enter into transactions with related parties on terms that, on the whole, are no less favorable than those available
from unaffiliated third parties. Based on the Company’s experience in the business sectors in which it operates and the terms of its
transactions with unaffiliated third parties, the Company believes that all of the transactions described below met this policy at the time they
occurred.
1. Accord Insurance Agency Ltd. (“Accord”)
The Company maintains a business relationship with Accord Insurance Agency Ltd., or Accord, a company which is an insurance agency
that is owned in part and controlled by the Chairman of the Company’s Board. During the years ended December 31, 2023, 2022 and
2021, the total fees paid to Accord under the policies amounted to $435, $520 and $423, respectively.
F-51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 18:- BALANCES AND TRANSACTIONS WITH RELATED PARTIES (Cont.)
2. Priority Software Ltd. (“Priority”)
KORNIT DIGITAL LTD. AND SUBSIDIARIES
Priority is the Company’s ERP solution provider, which is owned, in part by a few of the Company’s Board members. During the years
ended December 31, 2023, 2022 and 2021 maintenance fees and additional licenses acquired amounted to $0, $34 and $221, respectively.
As of December 31, 2023 and 2022, the Company had trade payables balances due to this related party in the amount of $0.
3. Tritone Technologies Ltd. (“Tritone”)
On September 13, 2020, the Company entered into a sublease agreement with Tritone Technologies Ltd., whose CEO is Mr. Ofer Ben
Zur, a director of the Company, and one of whose shareholders is an equity fund controlled by the Chairman of the Board, for the
sublease of 192 square meters in Rosh Ha’Ayin. The term of the related lease was extended until January 30, 2023. The rent under the
sublease is $2 per month, in addition to the rent for the related lease that is covered by the sublessee. The sublease agreement is carried
out on a “back-to-back” basis, as the Company pays over the rent that it receives directly to its landlord. As of December 31, 2023, and
2022, the Company had trade receivables balances due from this related party in the amounts of $0 and $9, respectively.
- - - - - - - - - - - - - - - - - - - -
F-52
Description of Kornit Digital Ltd. Ordinary Shares
Exhibit 2.2
The authorized share capital of Kornit Digital Ltd. (hereinafter, “we”, “us”, “our” or similar expressions) consists of NIS 2,000,000 divided into
200,000,000 ordinary shares, par value NIS 0.01 per share, or ordinary shares. As of February 14, 2024, 47,735,256 ordinary shares were issued and
outstanding.
Registration Number and Purposes of the Company
Our registration number with the Israeli Registrar of Companies is 51-3195420. Our purpose as set forth in our articles of association, or articles,
is to engage in any lawful activity.
Voting Rights
All ordinary shares have identical voting and other rights in all respects.
Transfer of Shares
Our fully paid ordinary shares are issued in registered form and may be freely transferred under our articles, unless the transfer is restricted or
prohibited by another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade. The ownership or voting of our
ordinary shares by non-residents of Israel is not restricted in any way by our articles or the laws of the State of Israel, except for ownership by nationals of
some countries that are, or have been, in a state of war with Israel.
Election of Directors
Our ordinary shares do not have cumulative voting rights for 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, to the
extent we are then required to elect external directors.
Under our articles, our board of directors must consist of not less than five but no more than nine directors, including, when we are required, two
external directors who serve pursuant to the Israeli Companies Law, 5759-1999, or the Companies Law. Pursuant to our articles, each of our directors
(other than, when applicable, external directors, for whom special election requirements apply under the Companies Law), will be appointed by a simple
majority vote of holders of our voting shares, participating and voting at an annual general meeting of our shareholders. In addition, our directors (other
than the external directors, when applicable) are divided into three classes that are each elected at the third annual general meeting of our shareholders, in a
staggered fashion (such that one class is elected each annual general meeting), and serve on our board of directors unless they are removed by a vote of
65% of the total voting power of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the
Companies Law and our articles. In addition, our articles allow our board of directors to fill vacancies on the board of directors or to appoint new directors
up to the maximum number of directors permitted under our articles. Such directors serve for a term of office equal to the remaining period of the term of
office of the directors(s) whose office(s) have been vacated or in the case of new directors, for a term of office according to the class to which such director
was assigned upon appointment. We are not currently required to have external directors serving on our board of directors, based on an exemption for
Israeli public companies whose shares are traded in the United States and that lack a controlling shareholder that we have elected to be governed by under
the Companies Law regulations.
Dividend and Liquidation Rights
We may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings. Under the Companies
Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s
articles of association provide otherwise. Our articles do not require shareholder approval of a dividend distribution and provide that dividend distributions
may be determined by our board of directors.
Pursuant to the Companies Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the previous two
years, according to our then last reviewed or audited financial statements, provided that the end of the period to which the financial statements relate is not
more than six months prior to the date of the distribution. If we do not meet such criteria, we may only distribute dividends with court approval. An equity
repurchase is generally treated as a deemed dividend for purposes of these limitations on dividend distributions. However, for a company such as ours listed
on an exchange outside of Israel, even if we lack the requisite retained earnings or earnings, we still do not need to seek court approval for an equity
repurchase, provided that we notify our creditors of the proposed equity repurchase and allow such creditors an opportunity to initiate a court proceeding to
review the repurchase. If within 30 days of such notification, creditors do not file an objection, we may proceed with the repurchase without obtaining court
approval. In each case, we are only permitted to distribute a dividend (or effect equity repurchases) if our board of directors and the court, if applicable,
determines that there is no reasonable concern that payment of the dividend (or the repurchases) will prevent us from satisfying our existing and
foreseeable obligations as they become due.
In the event of our liquidation, 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, as well as the right to receive dividends, 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.
Exchange Controls
There are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the shares
or interest or other payments to non-residents of Israel, except for shareholders who are subjects of countries that are, or have been, in a state of war with
Israel.
Shareholder Meetings
Under Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year that must be held 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 in our
articles as special general meetings. Our board of directors may call special general meetings whenever it sees fit, at such time and place, within or outside
of Israel, as it may determine. In addition, the Companies Law provides that our board of directors is required to convene a special general meeting upon
the written request of (i) any two of our directors or one-quarter of the members of our board of directors or (ii) since our company’s ordinary shares are
listed on an exchange in the U.S., one or more shareholders holding, in the aggregate, either (a) 10% or more of our outstanding issued shares and 1% of
our outstanding voting power or (b) 10% or more of our outstanding voting power.
Subject to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at
general meetings are the shareholders of record on a date to be decided by the board of directors, which may be between four and sixty days prior to the
date of the meeting. Furthermore, the Companies Law requires that resolutions regarding the following matters must be passed at a general meeting of our
shareholders:
● amendments to our articles;
● appointment or termination of our auditors;
● appointment of external directors;
`
● approval of certain related party transactions;
● increases or reductions of our authorized share capital;
● a merger; and
● the exercise of our board of director’s powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise
of any of its powers is required for our proper management.
2
The Companies Law and our articles require that notice of any annual general meeting or special general meeting be provided to shareholders at
least 21 days prior to the meeting and if the agenda of the meeting includes, among other matters, the appointment or removal of directors, the approval of
transactions with office holders or interested or related parties, approval of the company’s general manager to serve as the chairman of its board of directors
or an approval of a merger, notice must be provided at least 35 days prior to the meeting.
The Companies Law generally allows one or more shareholders holding at least 1% of the voting power of a company to request the inclusion of
an additional agenda item for an upcoming shareholders meeting, assuming that it is appropriate for debate and action at a shareholders meeting. For a
company such as ours listed on an exchange outside of Israel, recently-adopted Companies Law regulations provide that a matter relating to the
appointment or removal of a director may only be requested by one or more shareholders holding at least 5% of the voting rights. Our articles currently
allow a shareholder holding 1% or more of our voting power to request inclusion of an agenda item, so currently we are unable to utilize the 5% threshold
for a director appointment or removal request set by the Companies Law regulations. Under applicable regulations, a shareholder request regarding a
shareholder meeting agenda item must be submitted within three or, for certain requested agenda items, seven days following our publication of notice of
the meeting. If the requested agenda item includes the appointment of director(s), the requesting shareholder must comply with particular procedural and
documentary requirements. If our board of directors determines that the requested agenda item is appropriate for consideration by our shareholders, we
must publish an updated notice that includes such item within seven days following the deadline for submission of agenda items by our shareholders. The
publication of the updated notice of the shareholders meeting does not impact the record date for the meeting. In lieu of this process, we may opt to provide
pre-notice of our shareholders meeting at least 21 days prior to publishing official notice of the meeting. In that case, our 1% shareholders are given a 14-
day period following the pre-notice in which to submit proposed agenda items, after which we would have seven days to publish notice of the meeting that
includes any accepted shareholder proposals.
Under the Companies Law and under our articles, shareholders are not permitted to take action by way of written consent in lieu of a meeting.
Voting Rights
Quorum requirements
Pursuant to our articles, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the
shareholders at a general meeting. As a foreign private issuer, the quorum required for our general meetings of shareholders consists of at least two
shareholders present in person, by proxy or written ballot who hold or represent between them at least 25% of the total outstanding voting rights. A meeting
adjourned for lack of a quorum is generally adjourned to the same day in the following week at the same time and place or to a later time or date if so,
specified in the notice of the meeting. At the reconvened meeting, any number of shareholders present in person or by proxy shall constitute a quorum,
unless a meeting was called pursuant to a request by our shareholders, in which case the quorum required is one or more shareholders, present in person or
by proxy and holding the number of shares required to call the meeting as described under “Shareholder Meetings.”
Vote Requirements
Our articles provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by the Companies Law or by
our articles. Under the Companies Law, each of (i) the approval of an extraordinary transaction with a controlling shareholder and (ii) the terms of
employment or other engagement of the controlling shareholder of the company or such controlling shareholder’s relative (even if such terms are not
extraordinary) require the approval of the company’s audit committee (or compensation committee with respect to compensation arrangements), board of
directors and shareholders, in that order. In addition, the shareholder approval must fulfill one of the following requirements:
● at least a majority of the shares held by all shareholders who do not have a personal interest in the transaction and who are present and voting
at the meeting approves the transaction, excluding abstentions; or
3
● the shares voted against the transaction by shareholders who have no personal interest in the transaction and who are present and voting at the
meeting do not exceed 2% of the voting rights in the company.
Additionally:
(i) the approval and extension of a compensation policy and certain deviations therefrom require the approval of compensation committee, board
of directors and shareholders, in that order. In addition, the shareholder approval must be by a majority vote of the shares present and voting at a meeting of
shareholders called for such purpose, provided that either: (a) such majority includes at least a majority of the shares held by all shareholders who are not
controlling shareholders and do not have a personal interest in such compensation policy; or (b) the total number of shares of non-controlling shareholders
who do not have a personal interest in the compensation policy and who vote against the arrangement does not exceed 2% of the company’s aggregate
voting rights;
(ii) the terms of employment or other engagement of the chief executive officer of the company require compensation committee, board of
directors and shareholders, in that order (the shareholder approval must be by a majority vote of the shares present and voting at a meeting of shareholders
called for such purpose, provided that either: (a) such majority includes at least a majority of the shares held by all shareholders who are not controlling
shareholders and do not have a personal interest in such compensation; or (b) the total number of shares of non-controlling shareholders who do not have a
personal interest in the compensation and who vote against the arrangement does not exceed 2% of the company’s aggregate voting rights); and
(iii) the chairman of a company’s board of directors also serving as its chief executive officer requires the same approval as applies to (i) and (ii)
above (substituting the personal interest in the service of the chairman as chief executive officer in place of personal interest in the compensation).
Under our articles, the alteration of the rights, privileges, preferences or obligations of any class of our shares requires a simple majority of all
classes of shares voting together as a single class at a shareholder meeting (without a separate vote of the class that is affected). Our articles also require
that the removal of any director from office (other than our external directors) or the amendment of the provisions of our articles relating to our staggered
board requires the vote of 65% of the voting power of our shareholders. Another exception to the simple majority vote requirement is a resolution for the
voluntary winding up, or an approval of a scheme of arrangement or reorganization, of the company pursuant to Section 350 of the Companies Law, which
requires the approval of holders of 75% of the voting rights represented at the meeting, in person or by proxy and voting on the resolution.
Access to Corporate Records
Under the Companies Law, shareholders are provided access to: minutes of our general meetings; our shareholders register and principal
shareholders register, articles of association and annual audited financial statements; and any document that we are required by law to file publicly with the
Israeli Companies Registrar or the Israel Securities Authority. These documents are publicly available and may be found and inspected at the Israeli
Registrar of Companies. In addition, shareholders may request to be provided with any document related to an action or transaction requiring shareholder
approval under the related party transaction provisions of the Companies Law. We may deny this request if we believe it has not been made in good faith or
if such denial is necessary to protect our interest or protect a trade secret or patent.
Modification of Class Rights
Under our articles, the rights attached to any class of share, such as voting, liquidation and dividend rights, may be amended by adoption of a
resolution by the holders of a simple majority of all classes of shares voting together as a single class at a shareholder meeting (without a separate vote of
the class that is affected).
4
Registration Rights
Under a transaction agreement to which we are party with Amazon Corporate LLC, a subsidiary of Amazon.com, Inc., which we collectively refer
to as Amazon, Amazon is entitled to certain registration rights. Under that agreement, (1) Amazon may request up to two times in any 12-month period that
we file a shelf registration statement on Form F-3 or S-3 and we are required to keep the shelf registration effective for four 90-day periods, (2) if we are
ineligible to file a registration statement on Form F-3 or Form S-3, Amazon may request up to four times that we file a long form registration statement to
facilitate the sale of its shares, and (3) Amazon is entitled to piggyback registration rights on underwritten offerings effected by us. We are subject to
customary obligations upon Amazon’s request for registration, including cooperation in case of an underwritten offering.
Acquisitions under Israeli Law
Full Tender Offer.
A person wishing to acquire shares of an Israeli public company and who would as a result hold over 90% of the target company’s issued and
outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued
and outstanding shares of the company. A person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of the
issued and outstanding share capital of a certain class of shares is required to make a tender offer to all of the shareholders who hold shares of the relevant
class for the purchase of all of the issued and outstanding shares of that class. If the shareholders who do not accept the offer hold less than 5% of the
issued and outstanding share capital of the company or of the applicable class, and more than half of the shareholders who do not have a personal interest in
the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a tender
offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or
of the applicable class of shares.
Upon a successful completion of such a full tender offer, any shareholder that was an offeree in such tender offer, whether such shareholder
accepted the tender offer or not, may, within six months from the date of acceptance of the tender offer, petition an Israeli court to determine whether the
tender offer was for less than fair value and that the fair value should be paid as determined by the court. However, under certain conditions, the offeror
may include in the terms of the tender offer that an offeree who accepted the offer will not be entitled to petition the Israeli court as described above.
If a tender offer is not accepted in accordance with the requirements set forth above, the acquirer may not acquire shares from shareholders who
accepted the tender offer that will increase its holdings to more than 90% of the company’s issued and outstanding share capital or of the applicable class.
Special Tender Offer.
The Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a
result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company. This requirement does not apply if there
is already another holder of at least 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a
public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of more than 45% of
the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, subject to
certain exceptions.
5
A special tender offer must be extended to all shareholders of a company, but the offeror is not required to purchase shares representing more than
5% of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered by shareholders. A special tender offer
may be consummated only if (i) the offeror acquired shares representing at least 5% of the voting power in the company and (ii) the number of shares
tendered by shareholders who accept the offer exceeds the number of shares held by shareholders who object to the offer (excluding the purchaser,
controlling shareholders, holders of 25% or more of the voting rights in the company or any person having a personal interest in the acceptance of the
tender offer, including their relatives and companies under their control). If a special tender offer is accepted, the purchaser or any person or entity
controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of
shares of the target company and may not enter into 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.
Merger
The Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements described under
the Companies Law are met, by a majority vote of each party’s shareholders. In the case of the target company, approval of the merger further requires a
majority vote of each class of its shares.
For purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the votes of shares
represented at the meeting of shareholders that are held by parties other than the other party to the merger, or by any person (or group of persons acting in
concert) who holds (or hold, as the case may be) 25% or more of the voting rights or the right to appoint 25% or more of the directors of the other party,
vote against the merger. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling shareholder has a
personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with
controlling shareholders (as described above under “Vote Requirements”).
If the transaction would have been approved by the shareholders of a merging company but for the separate approval of each class or the exclusion
of the votes of certain shareholders as provided above, a court may still approve the merger upon the petition of holders of at least 25% of the voting rights
of a company. For such petition to be granted, the court must find that the merger is fair and reasonable, taking into account the respective values assigned
to each of the parties to the merger and the consideration offered to the shareholders of the target company.
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 the merging entities, and may further
give instructions to secure the rights of creditors.
In addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger is
filed with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders of each
party.
6
Anti-takeover Measures under Israeli Law
The Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including shares
providing certain preferred rights with respect to voting, distributions or other matters and shares having preemptive rights. No preferred shares are
authorized under our articles. In the future, if we do authorize, create and issue a specific class of preferred shares, such class of shares, depending on the
specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or otherwise prevent our shareholders from realizing a
potential premium over the market value of their ordinary shares. The authorization and designation of a class of preferred shares will require an
amendment to our articles, which requires the prior approval of the holders of a majority of the voting power attaching to our issued and outstanding shares
at a general meeting. The convening of the meeting, the shareholders entitled to participate, and the majority vote required to be obtained at such a meeting
will be subject to the requirements set forth in the Companies Law as described above in “Voting Rights.”
Borrowing Powers
Pursuant to the Companies Law and our articles, our board of directors may exercise all powers and take all actions that are not required under law
or under our articles to be exercised or taken by our shareholders, including the power to borrow money for company purposes.
Changes in Capital
Our articles enable us to increase or reduce our share capital. Any such changes are subject to Israeli law and must be approved by a resolution
duly passed by our shareholders at a general meeting by 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 or profits, require the approval of both our board of
directors and an Israeli court (other than an equity repurchase, for which we may proceed with the repurchase without obtaining court approval, provided
that we follow the procedures described under “Dividend and Liquidation Rights” above).
7
SUBSIDIARIES OF KORNIT DIGITAL LTD.
Name of Subsidiary
Kornit Digital Technologies Ltd.
Kornit Digital North America Inc.
Kornit Digital Europe GmbH
Kornit Digital Asia Pacific Limited
Kornit Digital UK Ltd.
Kornit Digital Japan KK
Tesoma GmbH
Custom Gateway (Kornit Digital\Kornit X Limited)
Kornit (Shanghai) Digital Co., Ltd.
Jurisdiction of Organization
Israel
Delaware
Germany
Hong Kong
England and Wales
Japan
Germany
England and Wales
China
Ownership Interest
Exhibit 8.1
100%
100%
100%
100%
100%
100%
100% owned by Kornit Digital Technologies Ltd.
100% owned by Kornit Digital UK Ltd.
100% owned by Kornit Digital Asia Pacific Limited
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
EXCHANGE ACT RULE 13A-14(A)/15D-14(A)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 12.1
I, Ronen Samuel, certify that:
1.
I have reviewed this annual report on Form 20-F of Kornit Digital Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;
and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Date: March 28, 2024
By:
/s/ Ronen Samuel
Ronen Samuel
Chief Executive Officer
(Principal Executive Officer)
Exhibit 12.2
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULE 13A-14(A)/15D-14(A)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Lauri Hanover, certify that:
1.
I have reviewed this annual report on Form 20-F of Kornit Digital Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;
and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Date: March 28, 2024
By:
/s/ Lauri Hanover
Lauri Hanover
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Kornit Digital Ltd. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2023 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), we, Ronen Samuel, as Chief Executive Officer of the Company, and
Lauri Hanover, as Chief Financial Officer of the Company, each certify in such respective capacity, pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the
Securities Exchange Act of 1934, as amended and 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Exhibit 13.1
Company.
Dated: March 28, 2024
By:
By:
/s/ Ronen Samuel
Ronen Samuel
Chief Executive Officer
(Principal Executive Officer)
/s/ Lauri Hanover
Lauri Hanover
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-8 No. 333-203970) pertaining to the 2004 Share Option Plan, 2012 Share Incentive Plan, 2015 Incentive Compensation
Plan, 2015 Employee Share Purchase Plan of Kornit Digital Ltd., and
(2) Registration Statements (Form S-8 No.’s 333-214015, 333-217039, 333-223794, 333-230567, 333-237346, 333-254749 and 333-263975) pertaining to
the 2015 Incentive Compensation Plan of Kornit Digital Ltd.
of our reports dated March 28, 2024, with respect to the consolidated financial statements of Kornit Digital Ltd. and the effectiveness of internal control
over financial reporting of Kornit Digital Ltd. included in this Annual Report (Form 20-F) of Kornit Digital Ltd. for the year ended December 31, 2023.
Tel-Aviv, Israel
March 28, 2024
/s/ KOST FORER GABBAY & KASIERER
A Member of EY Global
Exhibit 97.1
KORNIT DIGITAL LTD.
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Kornit Digital Ltd. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of
October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy that are not otherwise defined herein shall have the respective meanings
assigned thereto in Section 11.
1.
Persons Subject to Policy
This Policy shall apply to and be binding and enforceable upon current and former Officers. In addition, the Committee and the Board may apply
this Policy to persons who are not Officers, and such application shall apply in the manner determined by the Committee and the Board in their sole
discretion.
2.
Compensation Subject to Policy
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which
Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation
is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the
grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
3.
Recovery of Compensation
In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly and in accordance with
Section 4 below, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee and the Board have
determined that recovery from the relevant current or former Officer would be Impracticable. Recovery shall be required in accordance with the preceding
sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and
regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation
under this Policy will not give rise to any Officer’s right to voluntarily terminate employment for “good reason” or due to a “constructive termination” (or
any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
4.
Manner of Recovery; Limitation on Duplicative Recovery
The Committee and the Board shall, in their sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which
may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously
Awarded Compensation, reimbursement or repayment by any person subject to this Policy, and, to the extent permitted by law, an offset of the Erroneously
Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing,
unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already
recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously
Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount
of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
5.
Administration
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary,
appropriate or advisable for such purpose. The Board may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with
applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by
the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee
pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, shareholders and
employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as
permitted under applicable law, including any Applicable Rules.
6.
Interpretation
This Policy shall be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this
Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
7.
No Indemnification; No Liability
The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor
shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to
purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee
or the Board shall have any liability to any person as a result of actions taken under this Policy.
8.
Application; Enforceability
Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to,
any Other Recovery Arrangements. Without limiting the foregoing, in the event of a conflict between this Policy and the Compensation Policy, the latter
shall prevail, except with respect to the recovery of any portion of Incentive-Based Compensation that is Erroneously Awarded Compensation that would
not be recoverable under the Compensation Policy, in which case this Policy shall prevail. Subject to Section 4, the remedy specified in this Policy shall not
be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company
or is otherwise required by applicable law and regulations.
9.
Severability
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this
Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall
automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable
law.
10.
Amendment and Termination
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole
discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or
association in the U.S.
11.
Definitions
“Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities
exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and
Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
“Board” means the Board of Directors of the Company.
“Compensation Policy” means the Company’s compensation policy for executive officers and directors, as adopted in accordance with the Israeli
Companies Law 5759-1999 and as in effect from time to time.
“Committee” means the Compensation Committee of the Board or, in the absence of such a committee, a majority of the independent directors
serving on the Board.
“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds
the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting
Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
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“Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the
Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial
measures, as well as share price and total shareholder return.
“GAAP” means United States generally accepted accounting principles.
“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.
“Impracticable” means (a) the direct expense paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded
Compensation; provided that the Company has (i) made reasonable attempt(s) to recover the Erroneously Awarded Compensation, (ii) documented such
reasonable attempt(s) and (iii) provided such documentation to the relevant listing exchange or association, (b) the recovery would violate the Company’s
home country laws adopted prior to November 28, 2022 pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an
opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such a violation and (ii) provided
such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which
benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the
regulations thereunder.
“Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in
part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after such person began service as an Officer; (b) who
served as an Officer at any time during the performance period for that compensation; (c) while the Company has a class of securities listed on a national
securities exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each person who the Company determines serves as a Company officer, as defined in Section 16 of the Securities Exchange Act
of 1934, as amended, as well as any additional Company officers who are considered “office holders” (other than in their roles as directors) under the
Israeli Companies Law 5759-1999 (the “Companies Law”) and are designated by the Committee and the Board “Officers” for purposes hereof.
“Other Recovery Arrangements” means any clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates,
including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award
agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (including, without limitation,
the Compensation Policy).
“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under
securities laws, including a restatement that corrects an error in previously issued financial statements (a) that is material to the previously issued financial
statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a
committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably
should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally
authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change
in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition
period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months
shall be deemed a completed fiscal year.
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ACKNOWLEDGMENT OF AND CONSENT TO
KORNIT DIGITAL LTD. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
The undersigned has received a copy of the Policy for Recovery of Erroneously Awarded Compensation (the “Policy”) adopted by Kornit Digital
Ltd. (the “Company”), and has read and understands the Policy. Capitalized terms used in this Acknowledgment that are not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Policy.
As a condition of receiving Incentive-Based Compensation from the Company, the undersigned agrees that any Incentive-Based Compensation
received on or after the Effective Date is subject to recovery pursuant to the terms of the Policy. To the extent the Company’s recovery right conflicts with
any other contractual rights the undersigned may have with the Company, the undersigned understands that the terms of the Policy shall supersede any such
contractual rights. The terms of the Policy shall apply in addition to any right of recoupment against the undersigned under the Compensation Policy or
applicable law and regulations.
___________________
Date
Signature
Name
Title
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