Magal Security Systems Ltd. Annual Report 2016

Plain-text annual report

SECURITIES AND EXCHANGE COMMISSIONWashington D.C. 20549FORM 20-F☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ................. Commission file number: 0‑21388 MAGAL SECURITY SYSTEMS LTD.(Exact Name of Registrant as specified in its charterand translation of Registrant's name into English) Israel(Jurisdiction of incorporation or organization)P.O. Box 70, Industrial Zone, Yehud 5621617, Israel(Address of principal executive offices)Yaacov Vinokur, Chief Financial OfficerMagal Security Systems Ltd.P.O. Box 70, Industrial Zone Yehud 5621617, Israel+972-3-5391444 (phone), +972-3-5366245 (fax)(Name, Telephone, E-mail and/or Facsimile number of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registeredOrdinary Shares, NIS 1.0 Par ValueNASDAQ Global Market 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:Ordinary Shares, par value NIS 1.0 per share …….…22,894,348(as of December 31, 2016) 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 S 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 suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuantto 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 and post such files). Yes S No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 ofthe Exchange Act. (Check one): Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒ 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 issuedby 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 S This Annual Report on Form 20-F is incorporated by reference into the Registrant's Registration Statements on Form S-8, File Nos. 333-127340, 333-164696, 333-174127 and 333-190469.TABLE OF CONTENTS Page No.PART I 1 ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3.KEY INFORMATION 1 A.Selected Consolidated Financial Data. 1 B.Capitalization and Indebtedness.3 C.Reasons for the Offer and Use of Proceeds. 3 D.Risk Factors. 3 ITEM 4.Information on the Company15 A.History and Development of the Company.15 B.Business Overview.15 C.Organizational Structure.25 D.Property, Plants and Equipment. 26 ITEM 4A.Unresolved Staff Comments26 ITEM 5.Operating and Financial Review and Prospects26 A.Operating Results.26 B.Liquidity and Capital Resources42 C. Research and Development, Patents and Licenses.44 D.Trend Information.45 E. Off-Balance Sheet Arrangements.45 F. Tabular Disclosure of Contractual Obligations.45 ITEM 6.Directors, Senior Management and Employees46 A.Directors and Senior Management.46 B.Compensation49 C.Board Practices51 D.Employees61 E.Share Ownership.62 ITEM 7.Major Shareholders and Related Party Transactions64 A.Major Shareholders.64 B.Related Party Transactions.65 C.Interests of Experts and Counsel.65 ITEM 8.Financial Information65 A.Consolidated Statements and Other Financial Information.65 B.Significant Changes.66 ITEM 9.The Offer and Listing66 A.Offer and Listing Details.66 B.Plan of Distribution.67 C.Markets.67 D.Selling Shareholders.67 E.Dilution.68 F.Expenses of the Issue.68 ITEM 10.Additional Information68 A.Share Capital.68 B.Memorandum and Articles of Association.68 C.Material Contracts.71 D.Exchange Controls.71 E.Taxation.72 F.Dividends and Paying Agents.82 G.Statements by Experts.82 - i - H.Documents on Display.82 I.Subsidiary Information.83 ITEM 11.Quantitative and Qualitative Disclosures about Market Risk83 ITEM 12.Description of Securities Other Than Equity Securities83PART II 83 ITEM 13.Defaults, Dividend Arrearages and Delinquencies83 ITEM 14.Material Modifications to the Rights of Security Holders and Use of Proceeds83 ITEM 15.Controls and Procedures84 ITEM 16.[Reserved]84 ITEM 16A.Audit Committee Financial Expert84 ITEM 16B.Code of Ethics84 ITEM 16C.Principal Accountant Fees and Services 85 ITEM 16D.Exemptions from the Listing Standards for Audit Committees85 ITEM 16E.Purchase of Equity Securities by the Issuer and Affiliated Purchasers85 ITEM 16F.Changes in Registrant's Certifying Accountant85 ITEM 16G.Corporate Governance85 ITEM 16H.Mine Safety Disclosure86PART III 86 ITEM 17.Financial Statements86 ITEM 18.Financial Statements86 ITEM 19.Exhibits88 - ii - INTRODUCTION Magal Security Systems Ltd. is a leading international provider of solutions and products for physical and video security solutions, as well as site management. Over the past 45 years,we have delivered our products as well as tailor-made security solutions and turnkey projects to customers in over 80 countries under some of the most challenging conditions. We offercomprehensive integrated solutions for critical sites, which leverage our broad portfolio of homegrown PIDS (Perimeter Intrusion Detection Systems), advanced VMS (Video ManagementSoftware) with native IVA (Intelligent Video Analytics) security solutions. Our broad portfolio of critical infrastructure protection and site protection technologies includes a variety of smart barriers and fences, fence mounted sensors, virtual gates, buried andconcealed detection systems and sophisticated sensors for sub-surface intrusion such as to secure pipelines, as well as advanced video analytics software and video management systems. Ourturnkey solutions are typically integrated and managed by sophisticated modular command and control software, supported by expert systems for real-time decision support. Our ordinary sharesare traded on the NASDAQ Global Market under the symbol "MAGS". Our website is www.magal-s3.com. The information on our website is not incorporated by reference into this annualreport. As used in this annual report, the terms "we," "us," "our," and "Magal S3" mean Magal Security Systems Ltd. and its subsidiaries, unless otherwise indicated. FIBERPATROL, FLARE, FLEXPI, FLEXPS, FLEXZONE, GUIDAR, INTELLI-FIELD, LOGO DESIGN (old Senstar), MISCELLANEOUS DESIGN (Stellar logo), OMNITRAX, PANTHER,PERIMITRAX, PINPOINTER, REPELS, SENNET, SENSTAR, SENSTAR & DESIGN, SENTIENT, ULTRAWAVE DESIGN, XFIELD, MAGAL, DTR, FORTIS, MAESTRO DB, FENSOR,ROBOGUARD, AIMETIS and AIMETIS SYMPHONY are registered trademarks. INTELLI-FLEX, INTELLIFIBER, STARLED, STARNET, ARMOURFLEX, FLASH, CYBERSEAL, the Magal logo,Tungsten, Rubidium, Gallium-PDS, Vanadium and all other marks used to identify particular products and services associated with our businesses are unregistered trademarks. Any othertrademarks and trade names appearing in this annual report are owned by their respective holders. Our consolidated financial statements appearing in this annual report are prepared in U.S. dollars and in accordance with generally accepted accounting principles in the United States, orU.S. GAAP. All references in this annual report to "dollars" or "$" are to U.S. dollars, all references to "NIS" are to New Israeli Shekels and all references to "CAD" are to Canadian dollars. Therepresentative exchange rate between the NIS and the dollar as published by the Bank of Israel and effective on December 31, 2016 was NIS 3.845 per $1.00. Statements made in this annual report concerning the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are notcomplete descriptions of all of their terms. If we filed any of these documents as an exhibit to this annual report or to any registration statement or annual report that we previously filed, you mayread the document itself for a complete description of its terms. This Annual Report on Form 20-F contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended, and within the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements reflect our current view with respectto future events and financial results. Forward-looking statements usually include the verbs, "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "understands" andother verbs suggesting uncertainty. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involveknown and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results,performance, levels of activity, or our achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-lookingstatements, which speak only as of the date hereof. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after thedate hereof or to reflect the occurrence of unanticipated events. We have attempted to identify additional significant uncertainties and other factors affecting forward-looking statements in theRisk Factors section which appears in Item 3.D "Key Information -Risk Factors." - iii -PART I ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3.KEY INFORMATION A. Selected Consolidated Financial Data. The following selected consolidated financial data for and as of the five years ended December 31, 2016 are derived from our audited consolidated financial statements which have beenprepared in accordance with U.S. GAAP. We have derived the following selected consolidated financial data as of December 31, 2015 and 2016 and for each of the years ended December 31, 2014,2015 and 2016 from our consolidated financial statements set forth elsewhere in this annual report that have been prepared in accordance with U.S. GAAP. We have derived the following selectedconsolidated financial data as of December 31, 2012, 2013 and 2014 and for each of the years ended December 31, 2012 and 2013 from our audited consolidated financial statements not included inthis annual report. The selected consolidated financial data set forth below should be read in conjunction with and are qualified entirely by reference to Item 5. "Operating and Financial Reviewand Prospects" and our audited consolidated financial statements and notes thereto included elsewhere in this annual report. 2012 2013 2014 2015 2016 Revenues $77,697 $51,517 $77,543 $63,736 $67,825 Cost of revenues 44,163 31,059 43,049 32,722 34,570 Gross profit 33,534 20,458 34,494 31,014 33,255 Operating expenses: Research and development, net 4,041 4,409 4,604 4,814 6,779 Selling and marketing 16,528 12,781 17,130 14,785 17,536 General and administrative 7,408 7,787 8,898 7,026 7,445 Impairment of goodwill and other intangible assets - - 2,439 - - Total operating expenses 27,977 24,977 33,071 26,625 31,760 Operating income (loss) 5,557 (4,519) 1,423 4,389 1,495 Financial expenses (income), net 472 (59) (1,979) (642) 591 Income (loss) before income taxes 5,085 (4,460) 3,402 5,031 904 Taxes on income (tax benefit) 991 69 82 1,923 (122)Net income (loss) $4,094 $(4,529) $3,320 $3,108 $1,026 Less: net loss attributable to non-controlling interest - (66) (90) (33) (3)Net income (loss) attributable to Magal's shareholders $4,094 $(4,463) $3,410 $3,141 $1,029 Basic and diluted net earnings (loss) per share $0.26 $(0.28) $0.21 $0.19 $0.06 Weighted average number of ordinary shares used in computing basic netearnings per share 16,003,482 16,138,944 16,186,148 16,347,948 17,999,779 Weighted average number of ordinary shares used in computing diluted netearnings per share 16,030,816 16,138,944 16,338,056 16,410,711 18,031,433 2012 2013 2014 2015 2016 Consolidated Balance Sheets Data: Cash and cash equivalents $36,784 $32,235 $21,602 $27,319 $19,692 Short and long-term deposits and restricted deposits 9,607 12,283 10,979 3,977 32,971 Working capital 49,202 46,922 45,805 43,996 58,752 Total assets 91,036 87,787 83,759 74,996 105,993 Short‑term bank credit (including current maturities of long-term loans) 5,391 6,270 3,071 - - Long‑term bank loans 6 1,912 1,406 - - Total shareholders' equity 58,326 57,540 55,957 55,695 81,918 - 2 -B. Capitalization and Indebtedness. Not applicable.C. Reasons for the Offer and Use of Proceeds. Not applicable.D. Risk Factors. Investing in our ordinary shares involves a high degree of risk and uncertainty. You should carefully consider the risks and uncertainties described below before investing in ourordinary shares. If any of the following risks actually occurs, our business, prospects, financial condition and results of operations could be harmed. In that case, the value of our ordinaryshares could decline, and you could lose all or part of your investment. Risks Related to Our Business We may not be able to sustain profitable operations. We may not have sufficient resources to fund our operations in the future. We may not be able to sustain profitable operations in the future. If we do not generate sufficient cash from operations, we will be required to obtain financing or reduce our level ofexpenditure or cash balance. Such financing may not be available in the future, or, if available, may not be on terms favorable to us. If adequate funds are not available to us, our business, andresults of operations and financial condition will be materially and adversely affected. We depend on large orders from a relatively small number of customers for a substantial portion of our revenues. The loss of one or more of our key customers could result in a loss of asignificant amount of our revenues. Historically, a relatively small number of customers account for a significant percentage of our revenues. The Israeli Ministry of Defense, or the MOD, and the Israeli Defense Forces, orthe IDF accounted for 14.8%, 13.3% and 8.6% of our revenues in the years ended December 31, 2014, 2015 and 2016, respectively. In addition, revenues from a national electricity company in LatinAmerica accounted for 6.4%, 18.1% and 11.9% of our revenues in the years ended December 31, 2014, 2015 and 2016, respectively. The MOD, the IDF or any of our other major continuingcustomers may not maintain their volume of business with us or, if such volume is reduced, other customers generating similar revenues may not replace the lost business. Our inability to replacebusiness from large contracts will adversely affect our financial results. Any unanticipated delays in a large project, changes in customer requirements or priorities during the projectimplementation period, or a customer's decision to cancel a project, may adversely impact our operating results and financial performance. Our programs may also be affected in the future if thereis a reduction in Israeli government defense spending for our programs or a change in priorities to purchase products other than ours. Accordingly, changes in government contracting policies,budgetary constraints and delays or changes in the appropriations process could have an adverse effect on our business, financial condition and results of operations.Our operating results may fluctuate from quarter to quarter and year to year.Our sales and operating results may vary significantly from quarter to quarter and from year to year in the future. Our operating results are characterized by a seasonal pattern, with ahigher volume of revenues towards the end of the year and lower revenues in the first part of the year. In addition, our operating results are affected by a number of factors, many of which arebeyond our control. Factors contributing to these fluctuations include the following:·changes in customers' or potential customers' budgets as a result of, among other things, government funding and procurement policies; ·changes in demand for our existing products and services; ·our long and variable sales cycle; - 3 -·our ability to maintain sales volumes at a level sufficient to cover fixed manufacturing and operating costs; ·the timing of the introduction and market acceptance of new products, product enhancements and new applications.Our expense levels are based, in part, on expected future sales. If sales levels in a particular quarter do not meet expectations, we may be unable to adjust operating expenses quicklyenough to compensate for the shortfall of sales, and our results of operations may be adversely affected. Due to these and other factors, we believe that quarter to quarter and year to yearcomparisons of our past operating results may not be meaningful. You should not rely on our results for any quarter or year as an indication of our future performance. Our operating results infuture quarters and years may be below expectations, which would likely cause the price of our ordinary shares to fall. Because our project related sales tend to be concentrated among a small number of customers during any period, our operating results may be subject to substantial fluctuations. Accordingly,our revenues and operating results for any particular quarter may not be indicative of our performance in future quarters, making it difficult for investors to evaluate our future prospectsbased solely on the results of any one quarter. Given the nature of our customers and projects, we receive relatively large orders for projects from a relatively small number of customers. Consequently, a single order from onecustomer may represent a substantial portion of our sales in any one period and significant orders by any customer during one period may not be followed by further orders from the samecustomer in subsequent periods. Our sales and operating results are subject to very substantial periodic variations. Since quarterly performance is likely to vary significantly, our results ofoperations for any quarter or calendar year are not necessarily indicative of the results that we might achieve for any subsequent period. Accordingly, quarter-to-quarter and year-to-yearcomparisons of our operating results may not be meaningful. In addition, we have a limited order backlog that is generally composed of orders that are mostly fulfilled within a period of three totwelve months after receipt, which makes revenues in any quarter substantially dependent upon orders received in prior quarters.We may be unable to successfully integrate our recent acquisitions to fully realize targeted synergies, revenues and other expected benefits of the acquisitions.In January 2013, we purchased CyberSeal Ltd. (previously known as WebSilicon Ltd.), an Israeli cyber security company whose products and services complement our physical securityproducts and services. In April 2014, we acquired a U.S. based fiber-optic technology company which provides advanced solutions for sensing, security, and communication. In April 2016,Senstar, our fully owned Canadian subsidiary, acquired Aimetis, a Canadian-based company, which specializes in advanced video analytics software and intelligent IP video management software(VMS).Achieving the targeted synergies, such as operating and long-term strategic cost-savings, of the acquisitions will depend in part upon whether we can continue to integrate theirbusinesses and technologies in an efficient and effective manner. We may not be able to accomplish this integration process smoothly or successfully. The integration of our respectiveoperations will require the dedication of significant management resources, which may distract management's attention from day-to-day operations. Employee uncertainty and lack of focus duringthe integration process may also disrupt our business and result in undesired employee attrition. An inability of management to successfully integrate the operations into our business couldhave a material adverse effect on our business, results of operations and financial condition. An inability to realize the full extent of, or any of, the anticipated benefits and synergies of the acquisitions, as well as any delays encountered in the integration process, could have anadverse effect on our business, results of operations and financial condition. We may also be required in the future to record impairment charges relating to the carrying value of our intangibleassets and goodwill arising from such acquisitions. Moreover, future acquisitions by us could result in potentially dilutive issuances of our equity securities, the incurrence of debt andcontingent liabilities and amortization expenses related to identifiable intangible assets, any of which could materially adversely affect our operating results and financial position. Acquisitionsalso involve other risks, including risks inherent in entering markets in which we have no or limited prior experience. - 4 -Our revenues depend on government procurement procedures and practices. A substantial decrease in our customers' budgets would adversely affect our results of operations. Our products are primarily sold to governmental agencies, governmental authorities and government-owned companies, many of which have complex and time consuming procurementprocedures. A substantial period of time often elapses from the time we begin marketing a product until we actually sell that product to a particular customer. In addition, our sales togovernmental agencies, authorities and companies are directly affected by these customers' budgetary constraints and the priority given in their budgets to the procurement of our products. Adecrease in governmental funding for our customers' budgets would adversely affect our results of operations. This risk is heightened during periods of global economic slowdown. Accordingly, governmental purchases of our systems, products and services may decline in the future as the governmental purchasing agencies may terminate, reduce or modifycontracts or subcontracts if: ·their requirements or budgetary constraints change; ·they cancel multi-year contracts and related orders if funds become unavailable; ·they shift spending priorities into other areas or for other products; or ·they adjust contract costs and fees on the basis of audits. Any such event may have a material adverse effect on us. Because competition in our industry is intense, our business, operating results and financial condition may be adversely affected. The global market for security, safety, site management solutions and products is highly fragmented and intensely competitive. We compete principally in the market for perimeterintrusion detection systems, or PIDS, Video Management Software, or VMS, Intelligent Video Analytics, or IVA, and turnkey projects and solutions. Some of our competitors and potentialcompetitors have greater research, development, financial and personnel resources, including governmental support, as well as established greater penetration into certain vertical markets orgeographical market segments. We cannot assure you that we will be able to compete effectively relative to our competitors or continue to develop and market new products effectively.Continued competitive pressures could cause us to lose significant market share. Increased competition and bid protests in a budget-constrained environment may make it more difficult to maintain our financial performance. A substantial portion of our business is awarded through competitive bidding. Governments increasingly have relied upon competitive contract award types and multi-award contracts,which has the potential to create pricing pressure and increase our cost by requiring that we submit multiple bids and proposals. The competitive bidding process entails substantial costs andmanagerial time to prepare bids and proposals for contracts that may not be awarded to us or may be split among competitors. Multi award contracts require that we make sustained efforts toobtain task orders under the contract. Following award, we may encounter significant expenses, delays, contract modifications, or even loss of the contract if our competitors protest or challengecontracts that are awarded to us. Unfavorable global economic conditions may adversely affect our customers, which directly impact our business and results of operations. During periods of slowing economic activity our customers may reduce their demand for our products and technology, which would reduce our sales. As a result, our business,operating results and financial condition may be adversely affected. Economies throughout the world currently face a number of challenges, including threatened sovereign defaults, creditdowngrades, restricted credit for businesses and consumers and potentially falling demand for a variety of products and services. - 5 -Significant portions of our operations are conducted outside the markets in which our products and solutions are manufactured or generally sold, and accordingly, we often export asubstantial number of products into such markets. We may, therefore, be denied access to potential customers or suppliers or denied the ability to ship products from any of our subsidiaries intothe countries in which we currently operate or wish to operate, as a result of economic, legislative, political and military conditions, including hostilities and acts of terrorism, in such countries.We may also be required in the future to increase our reserves for doubtful accounts. In addition, the fair value of some of our assets may decrease as a result of an uncertain economyand as a result, we may be required to record impairment charges in the future. If global economic and market conditions or economic conditions in key markets remain uncertain or weakenfurther, our financial condition and operating results may be materially adversely affected. We may be adversely affected by our long sales cycles. We have in the past and expect in the future to experience long time periods between initial sales contacts and the execution of formal contracts for our products and completion ofproduct installations. The cycle from first contact to revenue generation in our business involves, among other things, selling the concept of our technology and products, developing andimplementing a pilot program to demonstrate the capabilities and accuracy of our products, negotiating prices and other contract terms, and, finally, installing and implementing our products on afull-scale basis. This cycle entails a substantial period of time, sometimes as much as one or more years, and the lack of revenues during this cycle and the expenses involved in bringing newsales to the point of revenue generation may put a substantial strain on our resources. Our business involves significant risks and uncertainties that may not be covered by indemnity orinsurance. Our business involves significant risks and uncertainties that may not be covered by indemnity or insurance. A significant portion of our business relates to designing, developing, and manufacturing advanced security, site management and systems and products. New technologies may beuntested or unproven. Failure of some of these products and services could result in extensive loss of life or property damage. Accordingly, we also may incur liabilities that are unique to ourproducts and services. In some, but not all circumstances, we may be entitled to certain legal protections or indemnifications from our customers, either through regulatory protections,contractual provisions or otherwise. The amount of insurance coverage that we maintain may not be adequate to cover all claims or liabilities, and it is not possible to obtain insurance to protectagainst all operational risks and liabilities. Substantial claims resulting from an accident, failure of our products or services, or other incident, or liability arising from our products and services in excess of any indemnity and ourinsurance coverage (or for which indemnity or insurance is not available or not obtained) could adversely impact our financial condition, cash flows, or operating results. Any accident, even iffully indemnified or insured, could negatively affect our reputation among our customers and the public, and make it more difficult for us to compete effectively. It also could affect the cost andavailability of adequate insurance in the future. The market for our products may be affected by changing technology, requirements, standards and products, and we may be adversely affected if we do not respond promptly and effectively tothese changes. The market for our products may be affected by evolving technologies, changing industry standards, changing regulatory environments, new product introductions and changes incustomer requirements. The introduction of products embodying new technologies and the emergence of new industry standards and practices can render existing products obsolete andunmarketable. Our future success will depend on our ability to enhance our existing products and to develop and introduce, on a timely and cost-effective basis, new products and productfeatures that keep pace with technological developments and emerging industry standards. In the future: ·we may not be successful in developing and marketing new products or product features that respond to technological change or evolving industry standards; - 6 -·we may experience difficulties that could delay or prevent the successful development, introduction and marketing of these new products and features; or ·our new products and product features may not adequately meet the requirements of the marketplace and achieve market acceptance. If we are unable to respond promptly and effectively to changing technologies and market requirements, we will be unable to compete effectively in the future. Our failure to retain and attract personnel could harm our business, operations and product development efforts. Our products require sophisticated research and development, marketing and sales and technical customer support. Our success depends on our ability to attract, train and retainqualified research and development, marketing and sales and technical customer support personnel. Competition for personnel in all of these areas is intense and we may not be able to hireadequate personnel to achieve our goals or support the anticipated growth in our business. If we fail to attract and retain qualified personnel, our business, operations and product developmentefforts would suffer. Our financial results may be significantly affected by currency fluctuations. Most of our sales are made in North America, Europe, Latin America, Africa and Israel. Our revenues are primarily denominated in dollars, Euros, NIS and Mexican Pesos, while a portionof our expenses, primarily labor expenses, is incurred in NIS and Canadian Dollars. Additionally, certain assets, especially trade receivables, as well as part of our liabilities are denominated inNIS. As a result, fluctuations in rates of exchange between the dollar and non-dollar currencies may affect our operating results and financial condition. The dollar cost of our operations in Israelmay be adversely affected by the appreciation of the NIS against the dollar. In addition, the value of our non-dollar revenues could be adversely affected by the depreciation of the dollar againstsuch currencies. Our financial expenses may also be adversely affected by the depreciation of a currency in which we maintain our monetary assets. Foreign currency fluctuations had a positiveimpact on our results of operations and we recorded foreign exchange income, net of $2,331,000 and $969,000, in the years ended December 31, 2014 and 2015, respectively. Foreign currencyfluctuations had a negative impact on our results of operations and we recorded foreign exchange loss, net of $595,000, in the year ended December 31, 2016. We may incur exchange losses in thefuture. Our results of operations may continue to be materially affected by currency fluctuations in the future. Our international operations require us to comply with anti-corruption laws and regulations of various governments and different international jurisdictions, and our failure to comply withthese laws and regulations could adversely affect our reputation, business, financial condition and results of operations. Doing business on a worldwide basis requires us and our subsidiaries to comply with the laws and regulations of various governments and different international jurisdictions, and ourfailure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees and agents,and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, as a company registered with the Securities and Exchange Commission, or the SEC, weare subject to the regulations imposed by the Foreign Corrupt Practices Act, or FCPA. The FCPA prohibits us from providing anything of value to foreign officials for the purposes of influencingofficial decisions or obtaining or retaining business or otherwise obtaining favorable treatment, and requires companies to maintain adequate record-keeping and internal accounting practices toaccurately reflect the transactions of the company. As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be consideredforeign officials for purposes of the FCPA. If our efforts to screen third-party agents and detect cases of potential misconduct fail, we could be held responsible for the noncompliance of thesethird parties under applicable laws and regulations, which may have a material adverse effect on our reputation and our business, financial condition and results of operations. In addition, someof the international locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violatinganti-corruption laws. We have established policies and procedures designed to assist us and our personnel to comply with applicable U.S. and international laws and regulations. However, therecan be no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage, and such a violation couldadversely affect our reputation, business, financial condition and results of operations. - 7 -We face risks associated with doing business in international markets. A large portion of our sales is to markets outside of Israel. For the years ended December 31, 2014, 2015 and 2016 approximately 78.7%, 80.6% and 82.1%, respectively, of our revenueswere derived from sales to markets outside of Israel. A key component of our strategy is to continue to expand in such international markets. Our international sales efforts are affected by costsassociated with the shipping of our products and risks inherent in doing business in international markets, including: ·different and changing regulatory requirements in the jurisdictions in which we currently operate or may operate in the future; ·fluctuations in foreign currency exchange rates; ·export restrictions, tariffs and other trade barriers; ·difficulties in staffing, managing and supporting foreign operations; ·longer payment cycles; ·difficulties in collecting accounts receivable; ·political and economic changes, hostilities and other disruptions in regions where we currently sell or products or may sell our products in the future; and ·seasonal reductions in business activities. Negative developments in any of these areas in one or more countries could result in a reduction in demand for our products, the cancellation or delay of orders already placed, difficultyin collecting receivables, and a higher cost of doing business, any of which could adversely affect our business, results of operations or financial condition. We have significant operations in countries that may be adversely affected by political events, economic instability, regime replacement, major hostilities or acts of terrorism. We are a global security company with worldwide operations. Significant portions of our operations are conducted outside the markets in which our products and solutions aremanufactured or generally sold, and accordingly, we often export a substantial number of products into such markets. We may be denied access to potential customers or suppliers or denied theability to ship products from any of our subsidiaries into the countries in which we currently operate or wish to operate, as a result of economic, legislative, political and military conditions,including hostilities and acts of terrorism, in such countries.In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum (Brexit). The referendum was advisory, and the terms ofany withdrawal are subject to a negotiation period that could continue for a few years after the government of the United Kingdom formally initiates a withdrawal process. Nevertheless, thereferendum has created significant uncertainty about the future relationship between the United Kingdom and the European Union, and has given rise to calls for certain regions within the UnitedKingdom to preserve their place in the European Union by separating from the United Kingdom as well as for the governments of other E.U. member states to consider withdrawal.In the United States, the new Trump Administration has called for substantial change to fiscal, tax and trade policies that may adversely affect our business. We cannot predict theimpact, if any, of these changes to our business. However, it is possible that these changes could adversely affect our business.These developments, or the perception that any of them could occur, could have a material adverse effect on global economic conditions and the stability of global financial markets, andcould significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and creditratings may be especially subject to increased market volatility. Any of these events would likely harm our business, operating results and financial condition.- 8 -Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business. Cyber-attacks or other breaches of network or information technology (IT) security, natural disasters, terrorist acts or acts of war may cause equipment failures or disrupt our systemsand operations. We may be subject to attempts to breach the security of our networks and IT infrastructure through cyber-attacks, malware, computer viruses and other means of unauthorizedaccess. While we maintain insurance coverage for some of these events, the potential liabilities associated with these events could exceed the insurance coverage we maintain. A failure toprotect the privacy of customer and employee confidential data against breaches of network or IT security could result in damage to our reputation. To date, we have not been subject to cyber-attacks or other cyber incidents which, individually or in the aggregate, resulted in a material impact to our operations or financial condition. We may not be able to protect our proprietary technology and unauthorized use of our proprietary technology by third parties may impair our ability to compete effectively. Our success and ability to compete depend in large part upon protecting our proprietary technology. We have 23 patents and have 5 patent applications pending. We also rely on acombination of trade secret and copyright law and confidentiality, non-disclosure and assignment-of-inventions agreements to protect our proprietary technology. It is our policy to protect ourproprietary rights in our products and operations through contractual obligations, including confidentiality and non-disclosure agreements with certain employees, distributors and agents,suppliers and subcontractors. These measures may not be adequate to protect our technology from third-party infringement, and our competitors may independently develop technologies thatare substantially equivalent or superior to ours. Additionally, our products may be sold in foreign countries that provide less protection to intellectual property than that provided under U.S. orIsraeli laws. Claims that our products infringe upon the intellectual property of third parties may require us to incur significant costs, enter into licensing agreements or license substitute technology. Third parties may in the future assert infringement claims against us or claims asserting that we have violated a patent or infringed upon a copyright, trademark or other proprietary rightbelonging to them. Any infringement claim, even one without merit, could result in the expenditure of significant financial and managerial resources to defend against the claim. In addition, wepurchase components for our turnkey products from independent suppliers. Certain of these components contain proprietary intellectual property of these independent suppliers. Third partiesmay in the future assert claims against our suppliers that such suppliers have violated a patent or infringed upon a copyright, trademark or other proprietary right belonging to them. If suchinfringement by our suppliers or us were found to exist, a party could seek an injunction preventing the use of their intellectual property. Moreover, a successful claim of product infringementagainst us or a settlement could require us to pay substantial amounts or obtain a license to continue to use such technology or intellectual property. Infringement claims asserted against uscould have a material adverse effect on our business, operating results and financial condition. Undetected defects in our products may increase our costs and impair the market acceptance of our products. The development, enhancement and implementation of our complex systems entail substantial risks of product defects or failures. Despite testing by us and our customers, errors maybe found in existing or new products, resulting in delays, loss of revenues, warranty expense, loss of market share, failure to achieve market acceptance, adverse publicity, product returns, loss ofcompetitive position or claims against us by customers. Any such problems could be costly to remedy and could cause interruptions, delays, or cessation of our product sales, which could causeus to lose existing or prospective customers and could negatively affect our results of operations. Moreover, the complexities involved in implementing our systems entail additional risks ofperformance failures. We may encounter substantial difficulties due to such complexities which could have a material adverse effect upon our business, financial condition and results ofoperations. - 9 -Systems and information technology interruptions or cyber-attacks could adversely impact our ability to operate. Our operations rely on computer, information and communications technology and related systems. From time to time, we may experience system interruptions and delays. If we areunable to continually add software and hardware, effectively upgrade our systems and network infrastructure and take other steps to improve the efficiency of and protect our systems, ouroperations could be interrupted or delayed. Our computer and communications systems and operations could be damaged or interrupted by natural disasters, telecommunications failures, acts ofwar, terrorism or similar events or disruptions. Any of these or other events could cause system interruption, delays and loss of critical data, or delay or stoppage of our operations, andadversely affect our operating results. If subcontractors and suppliers terminate our arrangements with them, or amend them in a manner detrimental to us, we may experience delays in production and implementation of ourproducts and our business may be adversely affected. We acquire most of the components utilized in our products, including our turnkey solutions, from a limited number of suppliers. We may not be able to obtain such items from thesesuppliers in the future or we may not be able to obtain them on satisfactory terms. Temporary disruptions of our manufacturing operations would result if we were required to obtain materialsfrom alternative sources, which may have an adverse effect on our financial results. In addition, the installation of our fence mounted detection systems in Israel is outsourced primarily to twosubcontractors. If either or both of such subcontractors were to be unable or unwilling to continue to perform such services, we would have to identify and qualify one or more substitutesubcontractors to perform such services. This could cause delays in the implementation of our fence mounted detection systems in Israel, the costs associated with installing such systems mayincrease and our business may be adversely affected. We currently benefit from government programs and tax benefits that may be discontinued or reduced in the future, which would increase our future tax expenses. We currently benefit from grants and tax benefits under Israeli government programs, which require us to meet specified conditions, including, but not limited to, making specifiedinvestments from our equity in fixed assets and paying royalties with respect to grants received. In addition, some of these programs restrict our ability to manufacture particular products ortransfer particular technology outside of Israel. We also benefit from tax credits pursuant to the Scientific Research and Experimental Development Tax incentive Program in Canada, and fromresearch grant programs such as the "Industrial Research Assistance Program" (IRAP). If we fail to comply with the conditions imposed by the Israeli law or the Canadian tax program in the future, the benefits we receive could be cancelled and we could be required torefund any payments previously received under these programs, including any accrued interest, or pay increased taxes or royalties. Canadian research grant programs are dependent on theGovernment's continued commitment to support R&D, on availability of funding, and may be more difficult to realize or may not be available in the future. Such a result would adversely affect ourresults of operations and financial condition. The Israeli government has reduced the benefits available under these programs in recent years and these programs and benefits may be discontinued or curtailed in the future. If theIsraeli or Canadian governments resolve to end these programs and benefits, our business, financial condition, results of operations and net income could be materially adversely affected. We may fail to maintain effective internal control over financial reporting, which could result in material misstatements in our financial statements. The Sarbanes-Oxley Act of 2002 imposes certain duties on us and our executives and directors. Our efforts to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of2002 governing internal controls and procedures for financial reporting have resulted in increased general and administrative expense and a diversion of management time and attention, and weexpect these efforts to require the continued commitment of significant resources. Section 404 of the Sarbanes-Oxley Act requires management's annual review and evaluation of our internalcontrol over financial reporting in connection with the filing of the annual report on Form 20-F for each fiscal year. We may identify material weaknesses or significant deficiencies in our internalcontrol over financial reporting. Failure to maintain effective internal control over financial reporting could result in material misstatements in our financial statements. Any such failure could alsoadversely affect the results of our management's evaluations and annual auditor reports regarding the effectiveness of our internal control over financial reporting. Failure to maintain effectiveinternal control over financial reporting could result in investigation or sanctions by regulatory authorities and could have a material adverse effect on our operating results, investor confidencein our reported financial information and the market price of our ordinary shares. - 10 -Regulations that impose disclosure requirements regarding the use of "conflict" minerals in our products may result in additional cost and expense and could result in other significantadverse effects.In August 2012, the SEC adopted a rule requiring disclosure by public companies of the origin, source and chain of custody of specified minerals, known as conflict minerals, that arenecessary to the functionality or production of products manufactured or contracted to be manufactured by us. The rule requires companies to obtain sourcing data from suppliers, engage insupply chain due diligence, and file annually with the SEC a specialized disclosure report on Form SD covering the prior calendar year. Implementation of our conflict minerals policy could limitour ability to source at competitive prices and to secure sufficient quantities of certain minerals used in the manufacture of our products, specifically tantalum, tin, gold and tungsten, as thenumber of suppliers that provide conflict-free minerals may be limited. In addition, may incur material costs associated with complying with the conflict minerals rule, such as costs related to thedetermination of the origin, source and chain of custody of the minerals used in our products, the adoption of conflict minerals -related governance policies, processes and controls, and possiblechanges to products or sources of supply as a result of such activities. Within our supply chain, we may not be able to sufficiently verify the origins of the relevant minerals used in our productsthrough the data collection and due diligence procedures that we implement, which may harm our reputation. Furthermore, we may encounter challenges in satisfying those customers that requirethat all of the components of our products be certified as conflict free, and if we cannot satisfy these customers, they may choose a competitor's products. We continue to investigate thepresence of conflict materials within our supply chain.Risks Relating to Our Ordinary Shares Volatility of the market price of our ordinary shares could adversely affect our shareholders and us. The market price of our ordinary shares has been, and is likely to be, highly volatile and could be subject to wide fluctuations in response to numerous factors, including the following: ·actual or anticipated variations in our quarterly operating results or those of our competitors; ·announcements by us or our competitors of technological innovations or new and enhanced products; ·developments or disputes concerning proprietary rights; ·introduction and adoption of new industry standards; ·changes in financial estimates by securities analysts; ·market conditions or trends in our industry; ·changes in the market valuations of our competitors; ·announcements by us or our competitors of significant acquisitions; ·entry into strategic partnerships or joint ventures by us or our competitors; ·additions or departures of key personnel; ·political and economic conditions, such as a recession or interest rate or currency rate fluctuations or political events; and ·other events or factors in any of the countries in which we do business, including those resulting from war, incidents of terrorism, natural disasters or responses to such events. In addition, the stock market in general, and the market for Israeli companies and homeland security companies in particular, has been highly volatile. Many of these factors are beyondour control and may materially adversely affect the market price of our ordinary shares, regardless of our performance. In the past, following periods of market volatility, shareholders have ofteninstituted securities class action litigation relating to the stock trading and price volatility of the company in question. If we were involved in any securities litigation, it could result in substantialcost to us to defend and divert resources and the attention of management from our business. - 11 - The FIMI Partnerships owned approximately 43 % of our outstanding ordinary shares as of March 27, 2017. For as long as FIMI has a controlling interest in our company, it will have theability to exercise a controlling influence over our business and affairs, including any determinations with respect to potential mergers or other business combinations involving us, ouracquisition or disposition of assets, our incurrence of indebtedness, our issuance of any additional ordinary shares or other equity securities, our repurchase or redemption of ordinary shares andour payment of dividends. Because the interests of FIMI may differ from the interests of our other shareholders, actions taken by FIMI with respect to us may not be favorable to our othershareholders. We have not distributed dividends in the past. While we have historically retained our earnings to finance operations and expand our business, we have not determined whether we will maintain such policy for the future. Accordingto the Israeli Companies Law, a company may distribute dividends out of its profits (as defined by the Israeli Companies Law), provided that there is no reasonable concern that such dividenddistribution will prevent the company from paying all its current and foreseeable obligations, as they become due, or otherwise upon the permission of the court. The declaration of dividends issubject to the discretion of our board of directors and would depend on various factors, including our operating results, financial condition, future prospects and any other factors deemedrelevant by our board of directors. You should not rely on an investment in our company if you require dividend income from your investment. As a foreign private issuer whose shares are listed on the NASDAQ Global Market, we may follow certain home country corporate governance practices instead of certain NASDAQrequirements. We follow Israeli law and practice instead of NASDAQ rules regarding the director nomination process, compensation of executive officers and the requirement that ourindependent directors have regularly scheduled meetings at which only independent directors are present. As a foreign private issuer whose shares are listed on the NASDAQ Global Market, we are permitted to follow certain home country corporate governance practices instead of certainrequirements of The NASDAQ Stock Market Rules. We follow Israeli law and practice instead of NASDAQ rules regarding the director nomination process, compensation of executive officersand the requirement that our independent directors have regularly scheduled meetings at which only independent directors are present. As a foreign private issuer listed on the NASDAQ GlobalMarket, we may also follow home country practice with regard to, among other things, the composition of the board of directors and quorum at shareholders' meetings. In addition, we may followhome country practice instead of the NASDAQ requirement to obtain shareholder approval for certain dilutive events (such as for the establishment or amendment of certain equity-basedcompensation plans, an issuance 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 thecompany and certain acquisitions of the stock or assets of another company). A foreign private issuer that elects to follow a home country practice instead of NASDAQ requirements mustsubmit to NASDAQ in advance a written statement from an independent counsel in such issuer's home country certifying that the issuer's practices are not prohibited by the home country'slaws. In addition, a foreign private issuer must disclose in its annual reports filed with the SEC, each such requirement that it does not follow and describe the home country practice followed bythe issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQ's corporate governance rules. - 12 -We may in the future be classified as a passive foreign investment company, or PFIC, which will subject our U.S. investors to adverse tax rules. U.S. holders of our ordinary shares may face income tax risks. There is a risk that we will be treated as a "passive foreign investment company" or PFIC. Our treatment as a PFIC couldresult in a reduction in the after-tax return to the holders of our ordinary shares and would likely cause a reduction in the value of such shares. A foreign corporation will be treated as a PFIC forU.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income," or (2) at least 50% of the average value of thecorporation's gross assets produce, or are held for the production of, such types of "passive income." For purposes of these tests, "passive income" includes dividends, interest, gains from thesale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of trade or business.For purposes of these tests, income derived from the performance of services does not constitute "passive income". If we are treated as a PFIC, U.S. Holders of shares (or rights) would be subjectto a special adverse U.S. federal income tax regime with respect to the income derived by us, the distributions they receive from us, and the gain, if any, they derive from the sale or otherdisposition of their ordinary shares (or rights). In particular, any dividends paid by us, if any, would not be treated as "qualified dividend income" eligible for preferential tax rates in the hands ofnon-corporate U.S. shareholders. We believe that we were not a PFIC for the taxable year of 2016. However, since PFIC status depends upon the composition of our income and the market valueof our assets from time to time, there can be no assurance that we will not become a PFIC in any future taxable year. U.S. Holders should carefully read Item 10E. "Additional Information –Taxation" for a more complete discussion of the U.S. federal income tax risks related to owning and disposing of our ordinary shares(or rights).Risks Relating to Our Location in Israel Political, economic and military instability in Israel may disrupt our operations and negatively affect our business condition, harm our results of operations and adversely affect our shareprice. We are incorporated under the laws of Israel and our principal executive offices, as well as approximately one-third of our manufacturing and research and development facilities arelocated in the State of Israel. As a result, political, economic and military conditions affecting Israel directly influence us. Any major hostilities involving Israel, a full or partial mobilization of thereserve forces of the Israeli army, the interruption or curtailment of trade between Israel and its present trading partners, or a significant downturn in the economic or financial condition of Israelcould adversely affect our business, financial condition and results of operations. Since its establishment in 1948, Israel has been involved in a number of armed conflicts with its Arab neighbors and a state of hostility, varying from time to time in intensity and degree,has continued into 2016. In recent years, there was an escalation in violence among Israel, Hamas, the Palestinian Authority and other groups, as well as an escalation in terrorist attacks in late2015 and the beginning of 2016 and extensive hostilities along Israel's border with the Gaza Strip such as the missiles fired from the Gaza Strip into Israel during July-August 2014. Riots anduprisings in several countries in the Middle East and neighboring regions and armed conflicts, including by ISIS, have led to severe political instability in several neighboring states and to adecline in the regional security situation. Such instability may affect the local and global economy, could negatively affect business conditions and, therefore, could adversely affect ouroperations. To date, these matters have not had any material effect on our business and results of operations; however, the regional security situation and worldwide perceptions of it are outsideour control and there can be no assurance that these matters will not negatively affect us in the future. Furthermore, we could be adversely affected by the interruption or reduction of trade between Israel and its trading partners. Some countries, companies and organizations continue toparticipate in a boycott of Israeli companies and others doing business with Israel or with Israeli companies. As a result, we are precluded from marketing our products to these countries,companies and organizations. Foreign government defense export policies towards Israel could also make it more difficult for us to obtain the export authorizations necessary for our activities. Over the past several years there have also been calls in Europe and elsewhere to reduce trade with Israel. Restrictive laws, policies or practices directed towards Israel or Israeli businesses mayhave an adverse impact on our operations, our financial results or the expansion of our business. Our results of operations may be negatively affected by the obligation of our personnel to perform reserve military service. Many of our employees and some of our directors and officers in Israel are obligated to perform annual reserve duty in the Israeli Defense Forces and may be called for active duty underemergency circumstances at any time. If a military conflict or war arises, these individuals could be required to serve in the military for extended periods of time. Our operations could bedisrupted by the absence for a significant period of one or more of our executive officers or key employees or a significant number of other employees due to military service. Any disruption inour operations could adversely affect our business. - 13 -The rights and responsibilities of the shareholders are governed by Israeli law and differ in some respects from the rights and responsibilities of shareholders under U.S. law. We are incorporated under Israeli law. The rights and responsibilities of holders of our ordinary shares are governed by our Memorandum of Association and Articles of Associationand by Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, a shareholder of anIsraeli company has a duty to act in good faith in exercising his or her rights and fulfilling his or her obligations toward the company and other shareholders and to refrain from abusing his powerin the company, including, among other things, in voting at the general meeting of shareholders on certain matters. Israeli law provides that these duties are applicable in shareholder votes on,among other things, amendments to a company's articles of association, increases in a company's authorized share capital, mergers and interested party transactions requiring shareholderapproval. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has thepower to appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness toward the company. However, Israeli law does not define the substance ofthis duty of fairness. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior. Provisions of Israeli law may delay, prevent or make difficult a change of control and therefore depress the price of our shares. Some of the provisions of Israeli law could discourage potential acquisition proposals, delay or prevent a change in control and limit the price that investors might be willing to pay in thefuture for our ordinary shares. Israeli corporate law regulates mergers and acquisitions of shares through tender offers, requires approvals for transactions involving significant shareholders andregulates other matters that may be relevant to these types of transactions. Furthermore, Israel tax law treats stock-for-stock acquisitions between an Israeli company and a foreign company lessfavorably than does U.S. tax law. For example, Israeli tax law may subject a shareholder who exchanges his ordinary shares for shares in a foreign corporation to immediate taxation or to taxationbefore his investment in the foreign corporation becomes liquid. These provisions may adversely affect the price of our shares. Our shareholders generally may have difficulties enforcing a U.S. judgment against us, our executive officers and directors and some of the experts named in this annual report, or assertingU.S. securities law claims in Israel. We are incorporated in Israel and all of our executive officers and directors named in this annual report reside outside the United States. Service of process upon them may be difficult toeffect within the United States. Furthermore, since substantially all of our assets and all of our directors and officers are located outside the United States, any judgment obtained in the UnitedStates against us or these individuals may not be collectible within the United States and may not be enforced by an Israeli court. It also may be difficult for you to assert U.S. securities law claimsin original actions instituted in Israel. There is doubt as to the enforceability of civil liabilities under the Securities Act and the Securities Exchange Act in original actions instituted in Israel. However, subject to certain timelimitations and other conditions, Israeli courts may enforce final judgments of U.S. courts for liquidated amounts in civil matters, including judgments based upon the civil liability provisions ofthose and similar acts. - 14 -ITEM 4.Information on the Company A. History and Development of the Company. We were incorporated under the laws of the State of Israel on March 27, 1984 under the name Magal Security Systems Ltd. We are a public limited liability company under the IsraeliCompanies Law, 5759-1999, and operate under this law and associated legislation. Our principal executive offices are located near Tel Aviv, Israel, in the Yehud Industrial Zone. Our mailingaddress is P.O. Box 70, Industrial Zone, Yehud 5621617, Israel and our telephone number is +972-3-539-1444. Our agent for service of process in the United States is Senstar Inc., 13800Coppermine Road, Second Floor, Herndon, Virginia 20171. Our website address is www.magal-S3.com. The information on our website is not incorporated by reference into this annual report. We are a leading international provider of products and solutions for physical security, safety and site management. For more than 45 years, we have delivered products and tailor-madesolutions and turnkey projects to hundreds of satisfied customers in over 80 countries in some of the world's most demanding locations. We offer broad portfolio of homegrown Perimeter Intrusion Detection Systems (PIDS),Video Management Software (VMS), Intelligent Video Analytics (IVA), technology and cybersecurity solutions. Our offering is complemented by our comprehensive integrated solutions for critical sites, managed by Fortis4G – our 4th generation cutting edge Physical Security InformationManagement system (PSIM). We intend to increase our revenues in the perimeter products segment as well as the VMS/IVA segments by (i) locating new channels to promote and market our products; (ii)maintaining technology leadership; (iii) investing in research and development; (iv) entering into OEM agreements; and (v) acquiring new technologies independently or through mergers andacquisitions. In January 2013, we purchased CyberSeal Ltd., an Israeli cyber security company whose products and services complement our physical security products and services. In April 2014, weacquired a U.S. based fiber-optic technology company which provides advanced solutions for sensing, security, and communication.. In April 2016, we acquired Aimetis, a Canadian-basedcompany, which specializes in advanced video analytics software and intelligent IP video management software (VMS).Our capital expenditures for the years ended December 31, 2014, 2015 and 2016 were approximately $0.7 million, $0.9 million and $0.8 million, respectively. In addition, we paidapproximately $4.3 million in cash in connection with the acquisition of the fiber company in 2014 and paid approximately $12.1 million (net of cash acquired) in cash (including $0.8 million placedin escrow to secure potential indemnity obligations) in consideration of our acquisition of Aimetis in 2016.B. Business Overview. Overview and Strategy We develop, manufacture, market and sell comprehensive lines of perimeter intrusion detection sensors, physical barriers, video analytics and video management systems, and cybersecurity products and systems to high profile customers. Our systems are used in more than 80 countries to protect sensitive facilities, including national borders, military bases, power plants,airports, seaports, prisons, industrial sites, large retailer organizations, banks, oil and gas facilities, sporting events including athlete villages and stadiums, and municipalities from intrusion,terror, crime, sabotage or vandalism to infrastructure, assets and personnel. Based on more than 45 years of experience and interaction with customers, we have developed a comprehensive set of solutions and products, optimized for perimeter, outdoor andgeneral security applications. Our portfolio of mission critical infrastructure and site protection technologies includes a variety of smart fences and barriers, fence mounted sensors, virtual(volumetric) fences and gates, buried and concealed detection systems and tunneling sensors to secure prisons, bank vaults and pipelines. We deliver comprehensive IP technology andtraditional closed circuit television, or CCTV, solutions, supported by our own advanced VMS solutions, which include Video Motion Detection, or VMD and Intelligent Video Analytics, or IVA. - 15 -With the addition of Aimetis' products and expertise, we are now able to address new markets and offer solutions incorporating advanced video analytics and VMS for physical indoorand outdoor security applications. With the addition of the newly acquired state of the art technology and expertise, we are able to expand our overall solution, offer a wider range of products inaddition to our PSIM, PIDS and Cyber solutions, and address new markets. Our primary objective is to become a leading international solution provider of security products and site security and safety management solutions. To achieve this objective, we areimplementing a business strategy incorporating the following key elements: ·Leverage existing customer relationships. We believe that we have the capability to offer certain of our customers a comprehensive security package. As part of our productdevelopment process, we seek to maintain close relationships with our customers to identify market needs and to define appropriate product specifications. We intend to expand thedepth and breadth of our existing customer relationships while initiating similar new relationships. Our VMS offering is an excellent opportunity to revisit our existing customers. ·Refine and broaden our product portfolio. We have identified the security needs of our customers and intend to enhance our current products' capabilities, develop new products,acquire complementary technologies and products and enter into OEM agreements with third parties in order to meet those needs. ·Refine and broaden our integration and turnkey delivery capabilities. As a solution provider we depend on our capability to tailor specific solutions for each customer. Ourintegration building blocks and our execution skills are key factors in achieving our growth and profitability. ·Enhance our presence in emerging markets. We intend to enhance our presence in emerging markets such as India and China, in order to increase our exposure to small and mediumsize business opportunities for both our perimeter products and solutions and turnkey projects segments. ·Strengthen our presence in existing markets. We intend to increase our marketing efforts in our existing markets mainly in North America and the APAC region and to acquire orinvest in complementary businesses and joint ventures. Emerging Opportunities We believe that the proliferation of digital communication and information technology into the security market provides us with the opportunity to consolidate safety and sitemanagement with security applications. Cities and municipalities, air and sea ports, chemical factories, sporting event villages and stadiums, and critical infrastructure sites are currently utilizingthe benefits of this approach to security management. This integration allows users to share diverse sensors (such as cameras and emergency buttons), IT systems, traffic management tools,Cyber solutions and other resources and feed them into a single command and control platform. Users from different departments within organizations can now share the same information,allowing for improved communication and coordination, whether it is a routine operation or crisis situation. We believe that we are well positioned and are in the forefront of this emerging marketopportunity. We can also address the increasing cyber threats that the trend towards networking imposes on sites we traditionally protect with physical security. The unrest in Africa and the Middle East along with terrorist actions by ISIS, Boco Haram and El Shabab and massive migration of refugees may generate new requirements in theseregions and in Europe. Products and Services General Our principal physical, VMS, and cyber security products and solutions include: ·Perimeter Intrusion Detection Systems (PIDS); - 16 - Year ended December 31, 2014 2015 2016 (In thousands) Products $37,554 $30,761 $32,372 Turnkey projects 39,198 34,128 31,823 Video & Cyber security 1,329 1,596 5,626 Eliminations (538) (2,749) (1,996)Total $77,543 $63,736 $67,825 ·VMS, including IVA applications; ·CCTV systems, including a perimeter security robotic camera platform; ·Pipeline security and third party interference (TPI) detection systems; ·Cyber security systems for security networks; ·Life safety/duress alarm systems; ·Command and control systems; and ·Miscellaneous systems tailored for specific vertical market needs. The following table shows the breakdown of our consolidated revenues for the calendar years 2014, 2015 and 2016 by operating segments: Perimeter Security Products Perimeter security products enable customers to monitor, limit and control access by unauthorized personnel to specific regions or areas. High-end perimeter products are sophisticatedin nature and are used for correctional facilities, borders, nuclear and conventional power plants, air and sea ports, military installations and other high security installations. Two independentresearches from 2012 (Frost & Sullivan and IHS Research), recognized our company as the number one provider of PIDS technology. Our line of perimeter security products utilizes sophisticated sensor devices to detect and locate intruders and identify the nature of intrusions. Our perimeter security products havebeen installed along tens of thousands of kilometers of borders and facility boundaries throughout the world, including more than 600 correctional institutions and prisons in the United Statesand several other countries. We have installed several hundred kilometers of high security smart perimeter systems along Israel's borders. Our line of outdoor perimeter security products consists of the following: ·Fence mounted detection systems – mechanical sensors, "microphonic" wire sensors, fiber optic sensors and electronic ranging sensors; ·Smart barriers – a variety of robust detection grids, gates and innocent looking fences, designed to protect water passages, VIP residences and other outdoor applications; ·Buried sensors – volumetric buried cable sensors for PIDS and seismic and fiber sensors to secure pipelines and critical assets against digging; - 17 -·Taut wire – hybrid perimeter intrusion detection system with physical barrier; ·Electrical field disturbance sensors (volumetric); and ·Microwave sensors. Fence Mounted Detection Systems We offer various types of detection systems. While less robust than taut wire installations, the adaptability of these systems to a wide range of pre-existing barrier structures makesthese products viable alternatives for cost-conscious customers. Our detection devices are most effective when installed on common metal fabric perimeter systems, such as chain link or weldedmesh. In our BARRICADE system, electro-mechanical sensors are attached to fence panels approximately three meters apart on any of several common types of fence structures. Once attachedto the fence, each sensor detects vibrations in the underlying structures. The sensor system's built-in electro-mechanical filtering combines with system input from a weather analysis to minimizethe rate of false alarms from wind, hail or other sources of nuisance vibrations. Our most recent product is the Fensor – an accelerometer based fence mounted detection system that is capable oflocating the exact location of an intrusion within 3 meters and is optimized for rigid fences such as palisade. Intelli-FLEX, FLEX PS and FPS are all triboelectric and electric cable fence sensors processed by a field microprocessor. These systems detect any attempt to cut, climb or penetrate thefence and have microphonic properties. The microphonic feature permits audio to be used for low-cost alarm assessment, providing users with an additional tool for determining the nature of anattempted intrusion. In the second quarter of 2014 we launched our latest coaxial cable based fence mounted ranging sensor – FlexZone. FlexZone can pinpoint intrusions to within ±3 m (±10 ft); it provideslong physical cable lengths (up to 600 m per processor) configurable through software to many smaller virtual zones. Power and data between processors is supported through the sensor cableand thus it reduces the requirement for multiple feeds per site. We intend to retire as soon as practical all the previous generations of triboelectric and electric cable fence sensors upgrading ouroffering and the legacy installed base to this new product.Intelli-FIBER is a zone based fence mounted detection system based on a fiber optic sensor. During 2014, we acquired a U.S. based company with advanced fiber technology andcompleted the merger of its business into the group. This acquisition adds new state-of-the-art products, designed for mid and long range perimeters under the product family name FiberPatrol.Buried SensorsOmnitrax is a fifth generation covert outdoor perimeter security intrusion detection sensor that generates an invisible radar detection field around buried sensor cables. An alarm isemitted and the exact location identified within one meter if an intruder disturbs the field. Targets are detected by their conductivity, size and movement and the digital processor is able to filterout common alarms caused by environmental conditions and small animals. PipeGuard and TunnelGuard are products developed around commercial off-the-shelf seismic sensors in order to detect digging around critical assets. TunnelGuard is installed in LatinAmerica to protect bank vaults and prisons, archeological sites in China and a critical oil and gas site in Europe. FiberPatrol, our new fiber product, is also offered to protect pipelines against sabotage, or accidental third party interference (TPI), with the capability to protect up to 72 km of a pipelinewith a single processor. Taut Wire Perimeter Intrusion Detection Systems Our taut wire perimeter systems consist of wire strung at high tension between anchor posts. Sensor posts are located at the middle between anchor posts. These sensor posts containone or more devices that detect changes in the tension being exerted on and by the taut wires. Any abnormal force applied against these wires or released from them (such as by cutting)automatically triggers an alarm. Taut wire technology provides three critical elements of protection against unauthorized intruders: deterrence, detection and delaying (until first responders mayreact and intercept the intruder). - 18 -Our sealed sensors are not affected by radio frequency interference, climatic or atmospheric conditions, or electrical transients from power lines or passing vehicles. The sensors self-adjust to, or remain unaffected by, extreme temperature variation, minor soil movements and other similar environmental changes that might trigger false alarms in less sophisticated systems. Ourtaut wire perimeter systems are designed to distinguish automatically between fence tension changes such as caused by small animals, violent weather or forces more typically exerted by ahuman intruder. Our taut wire perimeter systems offer customers a wide range of installation options. Sensor posts can be as far as 200 feet apart, with relatively inexpensive ordinary fence anchor postsbetween them. These systems may stand alone, be mounted on a variety of fence posts or added to an existing wall or other structure, or mounted on short posts, with or without outriggers. Taut wire perimeter systems have been approved by various Israeli and U.S. security and military authorities. We have installed several hundred kilometers of these perimeter systemsalong Israel's borders to assist in preventing unauthorized entry and infiltration. Electrical Field Disturbance Sensors Terrain following volumetric sensors can detect intrusions before the intruder touches the sensor. They can be installed on buildings, free-standing posts, existing fences, walls orrooftops, and will sense changes in the electrostatic field when events, such as intruders penetrating through the wires, take place. The system's tall, narrow, well contained detection zone allowsthe sensor to be installed in almost any application and minimizes nuisance alarms caused by nearby moving objects. Our flagship product is X-Field; it consists of a set of four and up to eightparallel field sensing wires. Microwave Products We also offer a K-band all digital bi-static microwave system, designed for stable, reliable operation in extreme outdoor environments. Coverage distance range from 5 meters to 200meters. Older generations of X band microwaves are retired but still supported. Video and Cyber Security VMS / IVA Solutions Aimetis Symphony 7 is the new benchmark for intelligent Video Management Software (VMS). Highly scalable, easy to set up and use, Symphony 7 can be used in both single serverinstallations and multi-server deployments. Symphony 7 offers high scalability; web-based administrator capabilities; centralized cloud management; native analytics applications which includemotion tracking, auto-PTZ (pan–tilt–zoom) tracking, people counting, and many more; high security and server and storage failover which reduces the need for expensive Microsoft clusteringand extra servers. Aimetis intelligent video analytics (IVA) transforms IP video into more than a passive monitoring tool with video analytics that are seamlessly incorporated into Aimetis Symphony 7.Each video analytic is specially designed for physical security and business intelligence applications, providing value across many vertical markets. Our intelligent video analytics (IVA) capabilities include: Face Recognition - A robust video analytic, ideally suited for securing facilities that require a stronger layer of protection for access control. With real-time alarms and intuitive searchingwhen paired with Aimetis Symphony, the Face Recognition video analytic transforms what is possible with a video surveillance system. Automatic License Plate Recognition - Automatically recognize and record vehicle license plates from over 100 countries. Set alarms for specific plates to deny or approve entry. - 19 -Outdoor People and Vehicle Tracking - Detect and track all moving objects and classify them as a person, vehicle, or unknown. Movement tracks are recorded to know exactly where eachobject came from and where it left the camera's point-of-view. Left and Removed Item Detection - Monitor changes in an environment to detect when objects are added or removed from a scene. Set alarms to notify security staff when an item hasbeen removed from an area or left unattended for a designated amount of time. This solution designed for use in airports, train stations, and other public spaces. Indoor People Tracking - Detect and track people moving within the frame of a camera. Alarms can be set when unauthorized entry into an area is detected and dwell times can be trackedand recorded for the detection of unwanted loitering. Heat maps can also be created in retail stores and public spaces to determine areas of highest traffic and interest. Crowd Detection - Real-time occupancy estimation for indoor and outdoor deployments, ideal for monitoring public spaces, event venues, and capacity restricted environments. CrowdDetection also offers numerous business intelligence applications. PTZ Auto-Tracking (Auto PTZ) - Auto PTZ can automatically control a PTZ camera, enabling it to zoom in and follow moving people and vehicles within the field of the camera. This isdesigned for use in outdoor perimeter monitoring and provides a closer look at people and vehicles for future forensic purposes. Cyber Security Our solutions monitor, detect and protect against abnormal network activity, both landline and wireless, within and close to protected sites. ·Tungsten – A hardened managed switch with built in security capabilities to monitor unauthorized traffic which is optimized for outdoors security and ICS networks (IndustrialControl System); and ·Rubidium – An easily operated SIEM (Security Information & Event Management) application, designed to manage CyberSeal's products as well as third party network andcyber monitoring devices. Perimeter Security Robot In 2014, we introduced our new concept for perimeter security called RoboGuard, a robotic platform that runs on an elevated rail along the perimeter of protected sites or border lines,carrying an assortment of sensors. The robot can respond promptly and rush to the exact zone or location where intrusions are suspected, or automatically patrol and inspect fence integrity,looking for holes or suspicious nearby objects by using a sophisticated laser scanner. The robot is powered by a battery which is recharged automatically every few hours. A typical RoboGuard configuration includes: ·One or two fixed cameras with IR illuminators for fence surveillance; ·One PTZ camera with IR illuminator; and Two-way intercom in order to communicate with intercepted would-be intruders. Other Products Life Safety / Duress Alarm Systems Our products include high reliability, personal, portable duress alarm systems to protect personnel in prisons. These products identify individuals in distress and can pinpoint thelocation of the distress signal with an indoor-to-outdoor and floor-to-floor accuracy unmatched by any other product. - 20 -Flash and flare personal emergency locating systems use radio frequency technology to provide a one touch emergency system that can be worn on a belt. The systems, sold toprisons, consist of transmitters that send distress signals to receivers mounted throughout the building. Receivers relay the signal to a central location, indicating that someone requiresassistance and their location in the building. The systems employ an automated testing mechanism that helps to reduce maintenance costs. PAS is another personal alarm system that uses an ultrasonic based emergency notification system. The system, sold mainly to prisons in the United States, allows individuals movingthroughout a facility to quickly indicate their exact location in a crisis situation. CCTV Systems We have a proven track record in delivering CCTV and IVA solutions that are designed for use in outdoor applications. Following the Aimetis acquisition, our VMS outdoor and indoorsolutions present one of the most advanced technologies. These capabilities are now fully embedded as part of Magal's Fortis4G Physical Security Information Management (PSIM) system. MTC-1500I is a high-end yet affordable, dual technology (thermal Imaging and CCD) outdoor surveillance system. A high-quality image rendered by the thermal sensor provides longdistance detection and recognition of humans in day, night and under poor visibility conditions. The two cameras are mounted on a single pedestal and controlled through an agile and accuratepan-tilt-zoom-focus engine. Command and Control Systems The development of communication and IT technology has significantly affected the security market. Multiple security systems and technologies, sometimes supplied by differentvendors, can now be integrated into a unified command and control system. We offer three types of command and control systems: ·Fortis4G – a fourth generation high-end comprehensive command and control system; ·StarNet 2 – our new security management system, or SMS, was launched in the latter part of 2015 and replaces the legacy StarNet 100; and ·Network Manager – a middleware (software) package which is essential for integration with 3rd party control systems and offers an entry level alarm management system calledAIM. Fortis 4G FORTIS4G is our latest PSIM system. It is a comprehensive, wide area and real time command and control solution, designed for entities requiring management of security, safety and sitemanagement as well as cyber events (Integrated PSIM with SEIM). It is designed to manage daily routines and site activities, security, regular and irregular events as well as crisis situations. FORTIS4G architecture integrates with legacy systems and sensors from the physical and logical (cyber) levels through a configuration and business logic layer and up to the situationalawareness and management levels. It is based on a strong GIS engine (Geospatial Information System), which creates a common layer for inputs, outputs and presentation. The GIS engineenables the display of synchronized information in time and space across all screens such as location of mobile forces, located alarms from stationary sensors, video of related cameras, pop-upsof associated radar screens and managed voice communication related to the managed area. Real-time information enables security personnel to respond immediately, while maintaining a full two-way communication and situational awareness between the command and control center(s) and the first responder(s). The target markets for Fortis4G are safe city applications airports, seaportsborder and homeland security applications. Fortis4G incorporates the Symphony advanced video management system with its full suite of native IVA features: ·Our investments in IVA tools help eliminate dependency on constant human monitoring. Automatic tools and algorithms extract abnormalities and only irregular events aretransferred and analyzed for verification. This approach saves bandwidth and storage and more importantly requires human intervention only when needed. - 21 -·Our IVA / VMD have been developed to meet the challenge of the outdoor environment (such as weather effects, moving objects like trees, glare and flashing lights). ·Our video solutions have a proven track record in high-end vertical markets that require outdoor security such as military bases, government organizations, airports, seaports, masstransportation, correctional facilities, utilities, banks, retail chains, hospitals and industrial sites. StarNet 2 StarNet 2, an SMS, is designed to manage basic sites, consisting of a PIDS with a few other devices. Network Manager Network Manager is a middleware (software) package interfacing between our family of PIDS sensors and any command and control solution, be it our own system or an external thirdparty application. It is provided to integrators with a full software development kit to enable fast integration of our PIDS into any other SMS and physical security information system. It offers anentry level operator display system called the Alarm Information Module (AIM), typically for management of a single PIDS sensor. Marketing, Sales and Distribution We believe that our reputation as a vendor of sophisticated security products in one of the world's most security conscious countries often provides us and our sales representativeswith direct access to senior government and corporate officials in charge of security matters elsewhere. Our sales efforts focus on: Products (mainly PIDS). Products are sold indirectly through system integrators and distribution channels. Due to the sophistication of our products, we often need to approach end-users directly and be in contact with system integrators; however, sales are directed through third-parties. Video and Cyber Security. Video management system software licenses, the associated maintenance and support services, as well as Cyber security products are sold primarily throughlocally based distributor partners. Some key accounts are managed directly with the end-users. Projects. This part of the business deals with end-customers or high-end system integrators. We offer full comprehensive solutions, which include our in-house portfolio of productsand products manufactured by third parties. Solutions are focused around our core competencies -outdoor and cyber security, safety and site management, VMS and IVA applications. In manycases we take responsibility for the full turnkey solution and we integrate and deliver a full solution, including civil works infrastructure, installation, training, warranty and after sale support.Cyber security solutions are now offered as an integrated part of our comprehensive solutions. In addition to our three main facilities in Israel, Canada and the United States, we have sales and technical support offices in Mexico, the United Kingdom, Germany, Spain, China, thePhilippines and other selected territories. We also have a joint venture in India covering this emerging market. - 22 -Customers The following table shows the geographical breakdown of our consolidated revenues for the three years ended December 31, 2016: Year Ended December 31, 2014 2015 2016 (In thousands) Israel $16,525 $12,406 $12,122 North America 21,165 17,749 23,467 Europe 9,591 7,891 8,330 South and Latin America 8,813 13,443 10,364 Africa 12,393 6,611 4,258 Others 9,056 5,636 9,284 Total $77,543 $63,736 $67,825 For the years ended December 31, 2014, 2015 and 2016, revenues generated from sales to the MOD and IDF accounted for 14.8%, 13.3% and 8.6% of our revenues, respectively. Inaddition, revenues from the national electricity company in Latin America, or CFE accounted for 6.4%, 18.1% and 11.9% of our revenues in 2014, 2015 and 2016, respectively. We cannot assureyou that any of our major customers will maintain their level of business with us or that, if such business is reduced, other customers generating similar revenues will replace the lost business.The failure to replace these customers with one or more customers generating similar revenues will have a material adverse effect on our financial results. Installation, Support and Maintenance Our systems are installed by us or by the customer after appropriate training, depending on the size of the specific project and the location of the customer's facilities, as well as on thecustomer's prior experience with our systems. We generally provide our customers with training on the use and maintenance of our systems, that we conduct either on-site or at our facilities. Inaddition, some of our local perimeter security products customers have signed maintenance contracts with us. The life expectancy of a high-security perimeter system is approximately ten years. Consequently, many miles of perimeter systems need to be replaced each year. For systems installed outside of Israel, maintenance is provided by an independent third party, by partners or by the end-user. We also provide services, maintenance and support on an"as needed" basis. During the years ended December 31, 2014, 2015 and 2016, we derived approximately 8.6%, 16.6% and 20.4% of our total revenues, respectively, from maintenance and services. Research and Development; Royalties We place considerable emphasis on research and development to improve our existing products and technology and to develop new products and technology. We believe that ourfuture success will depend upon our ability to enhance our existing products and technology and to introduce on a timely basis new commercially viable products and technology addressing theneeds of our customers. We intend to continue to devote a significant portion of our personnel and financial resources to research and development. As part of our product developmentprocess, we seek to maintain close relationships with our customers to identify market needs and to define appropriate product specifications. Our development activities are a direct result of theinput and guidance we receive from our marketing personnel during our annual meetings with such personnel. In addition, the heads of research and development for each of our developmentcenters discussed below meet annually to identify market needs for new products. We have development centers in Israel, Canada and the United States, each of which develops products and technologies based on its area of expertise. Our research and development expenses during 2014, 2015 and 2016 were $4.6 million, $4.8 million and $6.8 million, respectively. In addition to our own research and developmentactivities, we also acquire know-how from external sources. We cannot assure you that any of our research and development projects will yield profitable results in the future. Manufacturing and Supply Our manufacturing operations consist of engineering, fabricating, assembly, quality control, final testing and shipping of finished products. Substantially all of our manufacturingoperations are currently performed at our facilities in Canada and Israel. See Item 4D. "Information on the Company – Property, Plants and Equipment." - 23 -We acquire most of the components utilized in our products, including our turnkey products, and certain services from a limited number of suppliers and subcontractors. We cannotassure you that we will continue to be able to obtain such items from these suppliers on satisfactory terms. Alternative sources of supply are available, and therefore we are not dependent uponthese suppliers and subcontractors. We also maintain an inventory of systems and spare parts in order to enable us to overcome potential temporary supply shortages until an alternate source ofsupply is available. Nevertheless, temporary disruptions of our manufacturing operations would result if we were required to obtain materials from alternative sources, which may have an adverseeffect on our financial results. Competition PIDS Sensors. The principal factors affecting competition in the market for security systems are a system's high probability for detection and low probability of false and nuisancealarms. We believe that a manufacturer's reputation for reliable equipment is a major competitive advantage, and that such a reputation will usually be based on the performance of themanufacturer's installed systems. Additional competitive factors include quality of customer support, maintenance and price. The PIDS market is very fragmented. Our most frequently encountered competition includes EL-FAR Electronics Systems 2000 LTD and RB-Tec Ltd. Afcon Security and Parking Ltd. inIsrael and outside of Israel our competitors are Southwest Microwave Inc., Future Fiber Technologies, Fiber Sensys Inc., Geoquip Ltd., GPS Standard SpA, Cias Elettronica Srl,Sorhea and Gallagher (New Zealand). We believe that our principal competitors for our pipeline security products (FiberPatrol and PipeGuard) are; Future Fibre Technologies Pty. Ltd., Optasense, a QinetiQ Company,OmniSens SA, and Fotech Solutions Ltd; and that our principal competitors for personal emergency location systems are Actall Corp., Bosch LLC and Visonic Networks. The video management system market is well developed internationally with several large manufacturers. Our most frequently encountered competitors are Genetec Inc., Avigilon Corp.,Milestone Systems A/S, and SeeTec GmbH. There are a large number of entrants into the cyber security market which is expected to mature over the next few years. Turn Key Projects and Solutions. Thousands of solution providers offer security products and services. Most of the integrators focus on indoor applications, but some also offeroutdoor solutions. Most of the market players are local to their countries; however some are global, such as ADT, Honeywell, Johnson Controls and Siemens. In some cases we may cooperatewith global integrators or may supply equipment to them. We believe that our principal competitors in Israel for security solutions are C. Mer Industries Ltd., Afcon Industries Ltd., ShamradElectronics (1977) Ltd., EL-FAR Electronics Systems 2000 LTD and Orad Ltd. Some of our competitors and potential competitors have greater research, development, financial and personnel resources, including governmental support, or more extensive businessexperience than we do. We cannot assure you that we will be able to maintain the quality of our products relative to those of our competitors or continue to develop and market new productseffectively. Intellectual Property Rights We have 23 patents issued and have 5 patent applications pending in the U.S. and in several other countries and have obtained licenses to use proprietary technologies developed bythird parties. We cannot assure you: ·that patents will be issued from any pending applications, or that the claims allowed under any patents will be sufficiently broad to protect our technology; ·that any patents issued or licensed to us will not be challenged, invalidated or circumvented; or ·as to the degree or adequacy of protection any patents or patent applications may or will afford. In addition, we claim proprietary rights in various technologies, know-how, trade secrets and trademarks relating to our principal products and operations. We cannot assure you as tothe degree of protection these claims may or will afford. It is our policy to protect our proprietary rights in our products and operations through contractual obligations, including confidentialityand non-disclosure agreements with certain employees and distributors. We cannot assure you as to the degree of protection these contractual measures may or will afford. Although we are notaware that we are infringing upon the intellectual property rights of others, we cannot assure you that an infringement claim will not be asserted against us in the future. We believe that oursuccess is less dependent on the legal protection that our patents and other proprietary rights may or will afford than on the knowledge, ability, experience and technological expertise of ouremployees. We cannot provide any assurance that we will be able to protect our proprietary technology. The unauthorized use of our proprietary technology by third parties may impair ourability to compete effectively. We could become subject to litigation regarding intellectual property rights, which could seriously harm our business. - 24 -Subsidiary Name Country of Incorporation/Organization Ownership PercentageSenstar Corp. Canada 100%Senstar Inc. United States (Delaware) 100%Senstar Latin America, S.A. DE C.V Mexico 100%Aimetis Corp. Canada 100%We have registered trademarks for FIBERPATROL, FLARE, FLEXPI, FLEXPS, FLEXZONE, GUIDAR, INTELLI-FIELD, LOGO DESIGN (old Senstar), MISCELLANEOUS DESIGN (Stellarlogo), OMNITRAX, PANTHER, PERIMITRAX, PINPOINTER, REPELS, SENNET, SENSTAR, SENSTAR & DESIGN, SENTIENT, ULTRAWAVE design, XFIELD, MAGAL, DTR, FORTIS,MAESTRO DB, FENSOR, ROBOGUARD, AIMETIS and AIMETIS SYMPHONY. INTELLI-FLEX, INTELLIFIBER, STARLED, STARNET, ARMOURFLEX, FLASH, CYBERSEAL, the Magal logo, Tungsten, Rubidium, Gallium-PDS, Vanadium and all other marks used toidentify particular products and services associated with our businesses are unregistered trademarks. Any other trademarks and trade names appearing in this annual report are owned by theirrespective holders. Government Regulations Current Israeli governmental policy encourages the export of security related products to approved customers, as long as the export is consistent with Israeli government policy. We arealso subject to regulations related to the export of "dual use" items (items that are typically sold in the commercial market, but which may also be used for military use). Israel enhancedenforcement of export control legislation under the Defense Export Control Law, 2007, under which a license is required to initiate marketing activities and a specific export license is required forany hardware, software and knowhow exported from Israel. The law provides for certain exemptions from the licensing requirement and broadens certain areas of licensing, particularly withrespect to transfer of technology. At present, only a limited number of our products require a permit or license for export. We cannot assure that we will receive all the required permits and licenses for which we may applyin the future. In addition, our participation in governmental procurement processes in Israel and other countries is subject to specific regulations governing the conduct of the process ofprocuring defense contracts. Furthermore, solicitations for procurements by governmental purchasing agencies in Israel and other countries are governed by laws, regulations and proceduresrelating to procurement integrity, including avoiding conflicts of interest and corruption in the procurement process. In addition, antitrust laws and regulations in Israel and other countries often require governmental approvals for transactions that are considered to limit competition. Such transactionsmay include cooperative agreements for specific programs or areas, as well as mergers and acquisitions. C. Organizational Structure. We have wholly owned active subsidiaries that operate world-wide. Set forth below are our significant subsidiaries. - 25 -D. Property, Plants and Equipment. We own a two-story 2,533 square meter facility located on a 4,352 square meter parcel in the Yehud Industrial Zone, Israel, which is used as our principal facility. Approximately 600square meters are devoted to administrative, marketing and management functions and approximately 800 square meters are used for engineering, system integration and customer service. Weuse the remaining area of approximately 1,100 square meters for production management and production operations, including manufacturing, assembly, testing, warehousing, shipping andreceiving. We also lease a one-story 810 square meter facility located on a 1,820 square meter parcel in the Yehud Industrial Zone for $111,000 per year for use in production and operations. Thelease terminates in 2029. The products that we manufacture at our facilities in the Yehud Industrial Zone include our taut-wire intrusion detection systems, our detection systems Fortis4G, MTC-1500, MSS-1500, RoboGuard and other perimeter systems. We own a 33,000 square foot facility in Carp, Ontario, Canada. Approximately 9,000 square feet are devoted to administrative, marketing and management functions, and approximately8,000 square feet are used for engineering, system integration and customer service. We use the remaining area of approximately 16,000 square feet for production operations, including cablemanufacturing, assembly, testing, warehousing, shipping and receiving. We own an additional 182,516 square feet of vacant land adjacent to this property, which is being held for futureexpansion. We also lease 358,560 square feet of land near this facility for use as an outdoor sensor test and demonstration site for our products including the Omnitrax buried cable intrusiondetection system, the X-Field volumetric system, the FlexZone microphonic fence detection system, Flash and Flare, and various perimeter monitoring and control systems. The lease for this siteis approximately $3,500 per year plus taxes under a lease that expires in November 2024. In June 2012, we purchased 1,408 square meters of vacant land in Cuernavaca, Mexico on which we built a 999 square meter facility that opened in August 2013. We lease office space at two locations in Waterloo, Canada, including the facility which houses our Aimetis video management system operations. We also lease office space in threesites in the U.S. and eleven sites world-wide. The aggregate annual rent for such offices was approximately $554,000 in 2016. We believe that our facilities are suitable and adequate for our current operations and the foreseeable future. ITEM 4A. Unresolved Staff Comments Not applicable. ITEM 5.Operating and Financial Review and Prospects The following discussion of our results of operations and financial condition should be read in conjunction with our consolidated financial statements and the related notes theretoincluded elsewhere in this annual report. This discussion contains forward‑looking statements that involve risks and uncertainties. Our actual results may differ materially from thoseanticipated in these forward‑looking statements as a result of certain factors, including, but not limited to, those set forth in Item 3.D. "Key Information–Risk Factors." A. Operating Results. Overview We develop, manufacture, market and sell complex computerized security systems. Our systems are used in more than 80 countries to protect aircraft, national borders and sensitivefacilities, including military bases, power plant installations, airports, sea ports, postal facilities, prisons, banks, retail operations, hospitals, municipal security, sporting events including athletevillages and stadiums, and industrial locations from terrorism, theft and other security threats. - 26 -Following organizational changes, adopted in the course of 2016, we operate in three business segments:: ·Perimeter Products segment – sales of perimeter products, including services and maintenance that are performed either on a fixed-price basis or pursuant to time-and-materialsbased contracts. ·Turnkey Projects segment – installation of comprehensive turnkey solutions for which revenues are generated from long-term fixed price contracts. ·Video and Cyber Security segment (includes Video Management Software, Intelligent Video Analytics and Cyber Security) – sales of integrated intelligent video managementsolutions for security surveillance and business intelligence applications complemented by cyber-security products for monitoring, securing, and the active management ofwired, wireless, and fiber optic communication networks. Perimeter Products Segment The Perimeter Products segment sells its products worldwide and this segment primarily includes the operations of Senstar Canada, Senstar Germany, Senstar UK, Senstar Inc. as onereporting unit. The Israeli operations of the Perimeter Products segment is considered as separate reporting unit within this segment. Turnkey Projects Segment The Turnkey Projects segment has operations worldwide and the segment includes a number of reporting units operating in Israel, Mexico, Romania, India, Spain and Canada. Video and Cyber Security Segment This segment includes Video Management Software (VMS), Intelligent Video Analytics (IVA) and Cyber-Security products. The VMS and IVA activity is operated and managed byAimetis, our newly acquired subsidiary, offering integrated intelligent video management solutions for security surveillance and business intelligence applications worldwide. Cyber Security salesare mainly in the U.S. and Israel. In early 2017, product management as well as sales management of this business activity was transferred to Aimetis in Waterloo, Canada. Business Challenges/Areas of Focus Our primary business challenges and areas of focus include: ·continuing the growth of revenues and profitability of our perimeter security system and video management system lines of products; ·enhancing the introduction and recognition of our new products into the markets; ·penetrating new markets and strengthening our presence in existing markets; and ·succeeding in selling our comprehensive turnkey solutions. ·succeeding in selling our comprehensive physical and cyber products as a combined solution. Our business is subject to the effects of general global economic conditions. If general economic conditions or economic conditions in key markets will be uncertain or weaken further,demand for our products could be adversely affected. Key Performance Indicators and Sources of Revenues Our management believes that our revenues and operating income are the two key performance indicators for our business. - 27 -Our revenues from our perimeter products, turnkey projects and Video and Cyber-Security segments for the three years ended December 31, 2016 were as follows: Year Ended December 31, 2014 2015 2016 (In thousands) Products $37,554 $30,761 $32,372 Turnkey projects 39,198 34,128 31,823 Video and Cyber-Security 1,329 1,596 5,626 Eliminations (538) (2,749) (1,996)Total $77,543 $63,736 $67,825 The increase in revenues from products was primarily due to the increase in sales in North America. In addition, the increase in revenues of the Video and Cyber security segment wasattributable to the acquired Aimetis operation. The decrease in revenues from turnkey projects was primarily due to a partial shift in governmental spending as well as an unfavorable foreignexchange impact in certain territories.. Our operating income (loss) from our perimeter products, turnkey projects and Video and Cyber Security segments for the three years ended December 31, 2016 were as follows: Year Ended December 31, 2014 2015 2016 (In thousands) Products $6,770 $6,023 $5,799 Turnkey projects (148) 1,095 (163)Video and Cyber Security (4,995) (1,684) (3,383)Eliminations (204) (1,045) (758)Total $1,423 $4,389 $1,495 Our operating profit in 2016 decreased mainly due to the costs attributable to the acquisition and integration of Aimetis. The decrease in operating profit from turnkey projects is mainlydue to the lower revenues in 2016 compared to 2015. Key Factors Affecting our Business Our operations and the operating metrics discussed below have been, and will likely continue to be affected by certain key factors as well as certain historical events and actions. Thekey factors affecting our business and results of operations include among others, reliance on large orders from a small number of customers, reliance on government contracts and competition.For further discussion of the factors affecting our results of operations, see "Risk factors." Reliance on large orders from a small number of customers We receive relatively large orders for products from a relatively small number of customers. Consequently, a single order from one customer may represent a substantial portion of oursales in any one period and significant orders by any customer during one period may not be followed by further orders from the same customer in subsequent periods. Our sales and operatingresults are subject to very substantial periodic variations. Since quarterly performance is likely to vary significantly, our results of operations for any quarter or calendar year are not necessarilyindicative of the results that we might achieve for any subsequent period. Accordingly, quarter-to-quarter and year-to-year comparisons of our operating results may not be meaningful. Inaddition, we have a limited order backlog that is generally composed of orders that are fulfilled within a period of three to twelve months after receipt, which makes revenues in any quartersubstantially dependent upon orders received in prior quarters. - 28 -Growth StrategyIn the first quarter of 2016 we initiated a strategic procedure aiming to set forth the building blocks for our growth strategy for the next 3-4 years. The strategic plan was adopted by ourboard of directors in the third quarter of 2016. Pursuant to our strategy, we have decided to clearly separate the two main pillars of our operation i.e.: our Product from our Project activity. This isfollowed by reorganization of our group structure. Also pursuant to our strategy, we have restructured our product sales activity to concentrate on three regions, the Americas, EMEA andAPAC. We intend to continue to expand our sales team in the U.S., which is the main strategic market for our product activity. We may not be able to implement our growth strategy plan and may not be able to successfully expand our business activity and increase our sales. If we are successful in theimplementation of our strategic plan, we may be required to hire additional employees in order to meet customer demands. If we are unable to attract or retain qualified employees, our businesscould be adversely affected. Our failure to successfully integrate the operations of an acquired business or to retain key employees of acquired businesses and integrate and manage our growth may have a materialadverse effect on our business, financial condition, results of operation or prospects. We may not be able to realize the anticipated benefits of any acquisition. Moreover, future acquisitions byus could result in potentially dilutive issuances of our equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to identifiable intangible assets, any ofwhich could materially adversely affect our operating results and financial position. Acquisitions also involve other risks, including risks inherent in entering markets in which we have no orlimited prior experience. Reliance on government contracts Our products are primarily sold to governmental agencies, governmental authorities and government-owned companies, many of which have complex and time consuming procurementprocedures. A substantial period of time often elapses from the time we begin marketing a product until we actually sell that product to a particular customer. In addition, our sales togovernmental agencies, authorities and companies are directly affected by these customers' budgetary constraints and the priority given in their budgets to the procurement of our products. Adecrease in governmental funding for our customers' budgets would adversely affect our results of operations. This risk is heightened during periods of global economic slowdown. Accordingly,governmental purchases of our systems, products and services may decline in the future if governmental purchasing agencies terminate, reduce or modify contracts. Competition The global market for safety, security, video management, site management solutions and products is highly fragmented and intensely competitive. It is characterized by changingtechnology, new product introductions and changing customer requirements. We compete principally in the market for perimeter intrusion detection systems, or PIDS, video managementsystems, and turnkey projects and solutions. Some of our competitors and potential competitors have greater research, development, financial and personnel resources, including governmentalsupport. We cannot assure you that we will be able to maintain the quality of our products relative to those of our competitors or continue to develop and market new products effectively.Continued competitive pressures could cause us to lose significant market share. Explanation of Key Income Statement Items Cost of revenues. Our cost of revenues for perimeter products consists of component and material costs, direct labor costs, subcontractor costs, shipping expenses, overhead related tomanufacturing and depreciation. Our cost of revenues for turnkey projects consists primarily of component and material costs, subcontractor costs, direct labor costs and overhead related to theturnkey projects. Our cost of revenues for Video and Cyber_ Security sales consists primarily of direct labor costs, some component, material and subcontractor costs and overhead related tothose sales. - 29 - Year Ended December 31, 2014 2015 2016 (in thousands) Products $1,006 $787 $632 Turnkey projects 641 602 512 Video and Cyber-Security 320 114 596 Total $1,967 $1,503 $1,740 Our gross margin is affected by the proportion of our revenues generated from perimeter products, turnkey projects and the Video and Cyber _Security segments. Our revenues fromVideo and Cyber Security products generally have higher gross margins than our other segments. Research and development expenses, net. Research and development expenses, net consists primarily of expenses for on-going research and development activities and other relatedcosts. Selling and marketing expenses. Selling and marketing expenses consist primarily of commission payments, compensation and related expenses of our sales teams, attendance at tradeshows and advertising expenses and related costs for facilities and equipment. General and administrative expenses. Our general and administrative expenses consist primarily of salary and related costs associated with our executive and administrative functions,public company related expenses, legal and accounting expenses, allowances for doubtful accounts and bad debts and other miscellaneous expenses. Staff costs include direct salary costs andrelated costs, such as severance pay, social security and retirement fund contributions, vacation and other pay. Depreciation and Amortization. The amount of depreciation and amortization attributable to our perimeter products, turnkey projects and Video and Cyber-Security segments for thethree years ended December 31, 2016 were as follows: Impairment of goodwill and intangible assets. During 2014, there was a significant decrease in our legacy Cyber activities. Based on the annual impairment test conducted during thefourth quarter of 2014, we concluded that an impairment charge with respect to our goodwill and intangible assets associated with the Cyber segment was required. Accordingly, we recorded anon-cash $2.4 million impairment charge with respect to goodwill and intangible assets attributable to our Cyber segment. During the years ended December 31, 2015 and 2016, the Company didnot record any impairment charges relating to the goodwill. Financial Expenses, Net. Financial expenses, net include exchange rate differences arising from changes in the value of monetary assets and monetary liabilities stated in currenciesother than the functional currency of each entity, currency and hedge transactions, interest charged on loans from banks as well as interest income on our cash and cash equivalents and shortterm investments. Discussion of Critical Accounting Policies The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differfrom those estimates and the use of different assumptions would likely result in materially different results of operations. Critical accounting policies are those that are both most important to theportrayal of our financial position and results of operations and require management's most difficult, subjective or complex judgments. Although not all of our significant accounting policiesrequire management to make difficult, subjective or complex judgments or estimates, the following policies and estimates are those that we deem most critical. - 30 -Revenue Recognition We generate our revenues mainly from (1) installation of comprehensive security systems for which revenues are generated from long-term fixed price contracts; (2) sales of securityproducts; (3) services and maintenance, which are performed either on a fixed-price basis or as time-and-materials based contracts; and (4) software license fees. Revenues from installation of comprehensive security systems are generated from fixed-price contracts according to which the time between the signing of the contract and the finalcustomer acceptance is usually over one year. Such contracts require significant customization for each customer's specific needs and, as such, revenues from this type of contract are recognizedin accordance with ASC 605-35, "Revenue Recognition -Construction-Type and Production-Type Projects," using contract accounting on a percentage of completion method. Accounting forlong-term contracts using the percentage-of-completion method stipulates that revenue and expense are recognized throughout the life of the contract, even though the project is not completedand the purchaser does not have possession of the project. Percentage of completion is calculated based on the "Input Method." Project costs include materials purchased to produce the system, related labor and overhead expenses and subcontractor's costs. The percentage to completion is measured bymonitoring costs and efforts devoted using records of actual costs incurred to date in the project compared to the total estimated project requirement, which corresponds to the costs related toearned revenues. The amounts of revenues recognized are based on the total fees under the agreements and the percentage to completion achieved. Provisions for estimated losses onuncompleted contracts are made in the period in which such losses are first determined, in the amount of the estimated loss on the entire contract. Estimated gross profit or loss from long-term contracts may change due to changes in estimates resulting from differences between actual performance and original forecasts. Suchchanges in estimated gross profit are recorded in results of operations when they are reasonably determinable by management, on a cumulative catch-up basis. We believe that the use of the percentage of completion method is appropriate as we have the ability to make reasonably dependable estimates of the extent of progress towardscompletion, contract revenues and contract costs. In addition, contracts executed include provisions that clearly specify the enforceable rights regarding services to be provided and received bythe parties to the contracts, the consideration to be exchanged and the manner and the terms of settlement, including in cases of termination for convenience. In all cases, we expect to perform ourcontractual obligations and our customers are expected to satisfy their obligations under their contracts. Fees are payable upon completion of agreed upon milestones and subject to customer acceptance. Amounts of revenues recognized in advance of contractual billing are recorded asunbilled accounts receivable. The period between most instances of advanced recognition of revenues and the customers' billing generally ranges between one to six months. As of December 31,2016, we had recorded $4.2 million of such unbilled receivables. We sell security products to customers according to customer orders without installation work. The customers do not have a right to return the products. Revenues from securityproduct sales are recognized in accordance with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition in Financial Statements," when delivery has occurred, persuasive evidence ofan agreement exists, the vendor's fee is fixed or determinable, no further obligation exists and collectability is probable. Services and maintenance are performed under either fixed-price or time-and-materials based contracts. Under fixed-price contracts, we agree to perform certain work for a fixed price.Under time-and-materials contracts, we are reimbursed for labor hours at negotiated hourly billing rates and for materials. Such service contracts are not in the scope of ASC 605-35 and,accordingly, related revenues are recognized in accordance with SAB No. 104, as those services are performed or over the term of the related agreements provided that, an evidence of anarrangement has been obtained, fees are fixed or determinable and collectability is reasonably assured. We generate revenues from the sales of our software products user licenses as well as from maintenance, support, consulting and training services. We grant our products licensesprimarily through its distributors, resellers and value added resellers ("VARs"), through our sales representatives and indirectly through original equipment manufacturers ("OEMs"). The endcustomers, OEMs, distributors, resellers or VARs, as the case may be, are generally considered to be end users for the purposes of revenue recognition. - 31 -We account for software sales in accordance with ASC 985-605, "Software Revenue Recognition" ("ASC 985-605"). Revenue from license fees and services are recognized whenpersuasive evidence of an arrangement exists, delivery of the product has occurred or the services have been rendered, the fee is fixed or determinable and collectability is probable. We usuallydo not grant a right of return to its customers. As required by ASC 985-605, we determine the value of the software component of our multiple-element arrangements using the residual method when vendor specific objective evidence("VSOE") of fair value exists for all the undelivered elements of the arrangement. VSOE is based on the price charged when an element is sold separately or renewed. Under the residual method,the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered elements and is recognized as revenue. Maintenance and support agreements provide customers with rights to unspecified software product updates, if and when available. These services grant the customers on line andtelephone access to technical support personnel during the term of the service. We recognize maintenance and support services revenues ratably over the term of the agreement, usually one year. Arrangements for the sale of software products that include consulting and training services are evaluated to determine whether those services are essential to the functionality of otherdelivered elements of the arrangement. We determined that these services are not considered essential to the functionality of other elements of the arrangement. Therefore, the respectiverevenues from these services are recognized as a separate element of the arrangement. Service revenues are recognized as the services are performed. Deferred revenue includes unearned amounts under installation services, service contracts and maintenance agreements. In May 2014, the Financial Accounting Standards Board ("FASB") issued an ASU No. 2014-09 on revenue from contracts with customers, which outlines a single comprehensive modelfor entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principle is that an entity shouldrecognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchangefor those goods and services. The guidance determines a five-step model for recognizing revenue from contracts with customers: ·Identifying the contract; ·Identifying performance obligations; ·Determining the transaction price; ·Allocating the transaction price to separate performance obligations; and ·Recognizing revenue. The new standard will be effective beginning January 1, 2018, and adoption as of the original effective date of January 1, 2017 is permitted. We will adopt the new standard as of January1, 2018. We have made progress toward completing our evaluation of the potential changes from adopting this new standard on our financial reporting and disclosures. We have evaluated theimpact of the standard on the majority of our revenue streams and associated contracts. We expect to complete the evaluation of the impact of the accounting and disclosure changes on ourbusiness processes, controls and systems throughout 2017, design any changes to such business processes, controls and systems, and implement the changes before the end of 2017. - 32 -Currently, we have identified issues related to variable consideration contract accounting, incremental costs of obtaining a contract that relate to sales commission and allocatingcontract consideration to performance obligation for which the adoption of the standard may have an effect on our accounting policy. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect ofinitially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). We currently anticipates adopting the standard using the modifiedretrospective method rather than full retrospective method. The FASB has issued, and may issue in the future, interpretive guidance which may cause our evaluation to change. We believe we are following an appropriate timeline to allow forproper recognition, presentation and disclosure upon adoption effective the beginning of fiscal year 2018. The Company continues to assess all potential impacts under the new revenues standard. Inventories Inventories are stated at the lower of cost or market value. We periodically evaluate the quantities on hand relative to historical and projected sales volumes, current and historicalselling prices and contractual obligations to maintain certain levels of parts. Based on these evaluations, inventory write-offs are provided to cover risks arising from slow-moving items,discontinued products, excess inventories, market prices lower than cost and adjusted revenue forecasts. Cost is determined as follows: ·Raw materials, parts and supplies – using the "first-in, first-out" method. ·Work-in-progress and finished products –on the basis of direct manufacturing costs with the addition of allocable indirect manufacturing costs. During the years ended December 31, 2014, 2015 and 2016 we recorded inventory write-offs from continuing operations in the amounts of $0.4 million, $0.5 million and $0.2 million,respectively. Such write-offs were included in cost of revenues. Income taxes We account for income taxes in accordance with ASC 740 "Income Taxes." This statement prescribes the use of the liability method whereby deferred tax asset and liability accountbalances are determined based on 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 whenthe differences are expected to reverse. We provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This processinvolves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differencesresult in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from futuretaxable income and we must establish a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. Increases in the valuation allowance resultin additional expense to be reflected within the tax provision in the consolidated statement of income. As of December 31, 2016, we had a net deferred tax asset of $1.9 million attributable to our subsidiaries. We had total estimated available tax loss carryforwards of $3.6 million withrespect to our operations in Israel and our non-Israeli subsidiaries, had estimated total available tax loss carryforwards of $14.3 million, of which $4.6 million was attributable to our U.S.subsidiaries, which may be used as an offset against future taxable income for periods ranging between 1 and 20 years. As of December 31, 2016, we recorded a partial valuation allowance onthese carryforward tax losses due to the uncertainty of their future realization. Utilization of U.S. net operating losses may be subject to a substantial annual limitation due to the "change inownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. - 33 -Goodwill We have recorded goodwill as a result of acquisitions, which represents the excess of the cost over the net fair value of the assets of the businesses acquired. We follow ASC 350,"Intangibles – Goodwill and Other," which requires goodwill to be tested for impairment, at the reporting unit level, at least annually or between annual tests in certain circumstances, and writtendown when impaired, rather than being amortized. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If the qualitativeassessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the two-step impairment test is performed. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of thegoodwill impairment test. We elect to perform an annual impairment test of goodwill as of December 1 of each year, or more frequently if impairment indicators are present.ASC 350 prescribes a two phase process for impairment testing of goodwill. The first phase screens for impairment, while the second phase (if necessary) measures impairment. In thefirst phase of impairment testing, goodwill attributable to each of the reporting units is tested for impairment by comparing the fair value of each reporting unit with its carrying value. If thecarrying value of the reporting unit exceeds its fair value, the second phase is then performed. The second phase of the goodwill impairment test compares the implied fair value of the reportingunit's goodwill with the carrying amount of that goodwill.If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Fair value isdetermined using discounted cash flows, based on the income approach, as we believes that this approach best approximates the reporting unit's fair value at this time. Significant estimates usedin the methodologies include estimates of future cash flows, future short-term and long-term growth rates and weighted average cost of capital for each of the reporting units.Goodwill annual impairment test for the Products segment:The material assumptions used for the goodwill annual impairment test for the Products segment, according to the income approach for 2016, were five years of projected net cash flows,a weighted average cost of capital rate of 14% and a long-term growth rate of 3%. We consider historical rates and current market conditions when determining the discount and growth rates touse in its analyses. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for the goodwill associated with the Products segment.As required by ASC 820, "Fair Value Measurements and Disclosures," we apply assumptions that marketplace participants would consider in determining the fair value of the reportingunit.During the years ended December 31, 2014, 2015 and 2016, we did not record any impairment charges relating to the goodwill allocated to the reporting units within the Products segment.Goodwill annual impairment test for the Cyber Security reporting unit within the Video and Cyber Security segment:The material assumptions used for the goodwill annual impairment test for the Cyber security segment, according to the income approach for 2016, were five years of projected net cashflows, a weighted average cost of capital rate of 17% and a long-term growth rate of 3%. We consider current market conditions when determining the discount and growth rates to use in ouranalyses.As required by ASC 820, "Fair Value Measurements and Disclosures," we apply assumptions that marketplace participants would consider in determining the fair value of a reportingunit.- 34 -In 2014, the first step which used the DCF approach to measure the fair value of the reporting unit within the Cyber security segment indicated that the carrying amount of such reportingunit, including goodwill, exceeded its fair value. The second step was then conducted in order to measure the amount of impairment loss, by means of a comparison between the implied fair valueof the goodwill and the carrying amount of the goodwill. In the second step, we assign the fair value of the reporting unit within the Cyber security segment, as determined in the first step, to thereporting unit's individual assets and liabilities, including intangible assets. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities represented theamount of the implied fair value of goodwill. The carrying amount of the goodwill over its implied fair value represented an impairment loss of goodwill in the amount of $ 2,114 which was recordedas part of the impairment of goodwill and intangible assets in the statements of operations.During the years ended December 31, 2015 and 2016, we did not record any impairment charges relating to the goodwill allocated to the Cyber security reporting unit within the Video andCyber security segment. Goodwill annual impairment test for the Video reporting unit within the Video and Cyber Security segment:The material assumptions used for the goodwill annual impairment test for the Video reporting unit, according to the income approach for 2016, were five years of projected net cash flows, aweighted average cost of capital rate of 16% and a long-term growth rate of 3%. We considered historical rates and current market conditions when determining the discount and growth rates touse in our analyses. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for goodwill.As required by ASC 820, "Fair Value Measurements and Disclosures," we apply assumptions that marketplace participants would consider in determining the fair value of a reportingunit.During the year ended December 31, 2016, we did not record any impairment charges relating to the goodwill allocated to the Video reporting unit within the Video and Cyber securitysegment. Intangible assets Our intangible assets are comprised of patents, acquired technology, customer relations and backlog. Intangible assets are amortized over their useful lives using a method ofamortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up, in accordance with ASC 350, "Intangibles – Goodwill and Other." Impairment of long lived assets We periodically evaluate our intangible assets and long-lived assets (mainly property and equipment) in all of our reporting units for potential impairment indicators in accordance withASC 360, "Property, Plant and Equipment", or "ASC 360". Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions, operational performanceand prospects of our acquired businesses and investments. Our long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount ofan 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 expectedto 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 thefair value of the assets. In measuring the recoverability of assets, we are required to make estimates and judgments in assessing our future cash flows which derive from the estimated useful life ofour current primary assets, and compare that with the carrying amount of the assets. Additional significant estimates used by management in the methodologies employed to assess therecoverability of our long-lived assets include estimates of future short-term and long-term growth rates, useful lives of assets, market acceptance of products and services, our success inwinning bids and other judgmental assumptions, which are also affected by factors detailed in our risk factors section in this annual report.- 35 -During 2014, we recorded an impairment charge for intangible assets allocated to the reporting unit within the Cyber segment in the amount of $ 0.3 million. During the year endedDecember 31, 2015 and 2016, we did not record any impairment charges relating to intangible assets. Functional Currency and Financial Statements in U.S. Dollars While our functional currency in Israel is the NIS, our reporting currency is the U.S. dollar. Translation adjustments resulting from translating our financial statements from NIS to theU.S. dollar are reported as a separate component in shareholders' equity. As of December 31, 2014, 2015 and 2016, our foreign currency translations totaled $0.6 million, $0.4 million and $0.4million, respectively. During the years ended December 31, 2014, 2015 and 2016, we recorded accumulated foreign currency translation loss of approximately $1.8 million, $3.9 million and $0.1 million,respectively. As of December 31, 2014, 2015 and 2016, foreign currency translation adjustments, net of $2 million, $(1.9) million and $(1.9) million, respectively, were included under "accumulatedother comprehensive income." The first step in the translation process is to identify the functional currency for each entity included in the financial statements. The accounts of each entity are then "re-measured" inits functional currency. All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statement of operations as financial income or expenses, asappropriate. Non-monetary assets and liabilities denominated in foreign currency and measured at cost are translated at the exchange rate at the date of the transaction. After the re-measurement process is complete the financial statements are translated into our reporting currency, which is the U.S. dollar, using the current rate method. Equity accountsare translated using historical exchange rates. All other balance sheet accounts are translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts havebeen translated using the average exchange rate for the year. The resulting translation adjustments are reported as a component of shareholders' equity in accumulated other comprehensiveincome (loss). Concentrations of credit risk Financial instruments that are potentially subject to concentrations of credit risk consist principally of cash and cash equivalents, short and long-term bank deposits, unbilled accountsreceivable, trade receivables, long-term trade receivables and long-term loans. Of our cash and cash equivalents and short-term and restricted bank deposits at December 31, 2016, $38.9 million was deposited with major Israeli banks. An additional $13.7 million wasdeposited mainly with the Royal Bank of Canada, BBVA Bankcomer, Comerica Bank, Deutsche Bank and La Caixa. Cash and cash equivalents deposited with U.S. banks or other banks may be inexcess of insured limits and are not insured in other jurisdictions. Generally these deposits maybe redeemed upon demand and therefore bear low risk. The short-term and long-term trade receivables and the unbilled accounts receivable of our company and our subsidiaries are derived from sales to large and solid organizations locatedmainly in Israel, the United States, Canada, Africa, Mexico and Europe. We perform ongoing credit evaluations of our customers and to date have not experienced any material losses. Anallowance for doubtful accounts is determined with respect to those amounts that we have determined to be doubtful of collection and in accordance with an aging policy. In certaincircumstances, we may require letters of credit, other collateral or additional guarantees. During the years ended December 31, 2014, 2015 and 2016 we recorded $1.2 million, $0.7 million and $0.4million of expenses related to doubtful accounts, respectively. As of December 31, 2016, our allowance for doubtful accounts amounted to $2 million. We have no significant off-balance sheet concentration of credit risks, such as foreign exchange contracts or foreign hedging arrangements, except derivative instruments, which aredetailed below. Results of Operations Due to the nature of our customers and products, our revenues are often generated from a relatively small number of large orders. Consequently, individual orders from individualcustomers can represent a substantial portion of our revenues in any one period and significant revenues from a customer during one period may not be followed by additional significantrevenues from the same customer in subsequent periods. Accordingly, our revenues and operating results may vary substantially from period to period. Consequently, we do not believe that ourrevenues and operating results should necessarily be judged on a quarter-to-quarter comparative basis. - 36 -The following table presents certain financial data expressed as a percentage of revenues for the periods indicated: Year Ended December 31 2014 2015 2016 Revenues 100% 100% 100%Cost of revenues 55.5 51.3 51.0 Gross profit 44.5 48.7 49.0 Operating expenses: Research and development, net 5.9 7.6 10.0 Selling and marketing, net 22.1 23.2 25.9 General and administrative 11.5 11.0 11.0 Impairment of goodwill and intangible assets 3.1 - - Operating income 1.8 6.9 2.2 Financial income (expenses), net 2.6 1.0 (0.9)Income before income taxes 4.4 7.9 1.3 Taxes on income (tax benefit) (0.1) (3.0) 0.2 Net income 4.3 4.9 1.5 Year Ended December 31, 2016 Compared with Year Ended December 31, 2015 Revenues. Revenues increased by 6.4% to $67.8 million for the year ended December 31, 2016 from $63.7 million for the year ended December 31, 2015. Revenues from sales of perimeterproducts increased by 5.2% to $32.4 million in 2016 from $30.8 million in 2015, primarily due to the increase in sales in North America. Revenues from turnkey projects decreased by 6.8% to $31.8million in 2016 from $34.1 million in 2015, primarily due to the depreciation of the Mexican Peso against the U.S. dollar and to the shift in governmental spending in some territories. Revenues ofthe Video and Cyber security segment increased by 252.5% to $5.6 million in 2016 from $1.6 million in 2015, primarily due to the acquisition of Aimetis on April 1, 2016. Cost of revenues. Cost of revenues increased by 5.6% to $34.6 million for the year ended December 31, 2016 from $32.7 million for the year ended December 31, 2015. This increase wasprimarily due to the increase in revenues. Cost of revenues as a percentage of revenues decreased slightly to 51% in 2016 from 51.3% in 2015, primarily due to the revenue mix. - 37 -Research and development expenses, net. Research and development expenses, net increased by 40.8% to $6.8 million for the year ended December 31, 2016 from $4.8 million for the yearended December 31, 2015. This increase was primarily due to the acquisition of Aimetis on April 1, 2016. Selling and marketing expenses, net. Selling and marketing expenses, net increased by 18.6% to $17.5 million for the year ended December 31, 2016 from $14.8 million for the year endedDecember 31, 2015. The increase in selling and marketing expenses in 2016 was primarily due to the acquisition of Aimetis on April 1, 2016. Selling and marketing expenses amounted to 25.9% and23.2% of revenues in 2016 and 2015, respectively. General and administrative expenses. General and administrative expenses increased by 6% to $7.4 million for the year ended December 31, 2016 from $7 million for the year endedDecember 31, 2015. The increase in general and administrative expenses in 2016 was primarily due to the acquisition of Aimetis on April 1, 2016. General and administrative expenses amounted to11% of revenues both in 2016 and in 2015. Operating income. We had operating income of $1.5 million for the year ended December 31, 2016 compared to operating income of $4.4 million for the year ended December 31, 2015.The decrease in operating income was primarily attributable to loss incurred by the Video and Cyber Security segment. The operating income (loss) of our business segments in the years endedDecember 31, 2015 and 2016 were as follows: Year Ended December 31, 2015 2016 (In thousands) Perimeter products $6,023 $5,779 Turnkey projects 1,095 (163)Video and Cyber Security (1,684) (3,383)Eliminations (1,045) (758)Total $4,389 $1,495 Our perimeter products segment recorded operating income of $5.8 million for the year ended December 31, 2016 compared to operating income of $6 million for the year ended December31, 2015. Our turnkey project segment recorded operating loss of $0.2 million in the year ended December 31, 2016 compared to an operating income of $1.1 million for the year ended December 31,2015, primarily as a result of reduction in revenues. Our Video and Cyber security segment recorded an operating loss of $3.4 million in the year ended December 31, 2016 compared to an operatingloss of $1.7 million for the year ended December 31, 2015, mainly due to the acquired Aimetis operation, including operational investments and other acquisition related costs. Financial income, net. Our financial expenses, net, for the year ended December 31, 2016 was $0.6 million compared to financial income, net of $0.6 million for the year endedDecember 31, 2015. The financial expenses in 2016 were primarily attributable to foreign exchange loss, net of 0.6 million compared to foreign exchange income, net of $1 million in 2015. Income taxes. We recorded a tax benefit of $0.1 million in the year ended December 31, 2016 compared to taxes on income of $1.9 million in the year ended December 31, 2015, primarilydue to changes in our net deferred tax assets.Year Ended December 31, 2015 Compared with Year Ended December 31, 2014 Revenues. Revenues decreased by 17.8% to $63.7 million for the year ended December 31, 2015 from $77.5 million for the year ended December 31, 2014. Revenues from sales of perimetersystems decreased by 18% to $30.8 million in 2015 from $37.6 million in 2014, primarily due to the depreciation of the NIS and the CAD against the U.S. dollar and to the completion of a large orderin 2014 in North America. Revenues from turnkey projects decreased by 12.9% to $34.1 million in 2015 from $39.2 million in 2014, primarily due to a decrease in governmental spending. Cost of revenues. Cost of revenues decreased by 24% to $32.7 million for the year ended December 31, 2015 from $43 million for the year ended December 31, 2014. This decrease wasprimarily due to the decrease in revenues. Cost of revenues as a percentage of revenues decreased to 51.3% in 2015 from 55.5% in 2014, primarily due to the mix of products sold and projectscompleted and the depreciation of the NIS and the CAD against the U.S. dollar in 2015. - 38 -Research and development expenses, net. Research and development expenses, net increased by 4.6% to $4.8 million for the year ended December 31, 2015 from $4.6 million for the yearended December 31, 2014. Selling and marketing expenses, net. Selling and marketing expenses, net decreased by 13.7% to $14.8 million for the year ended December 31, 2015 from $17.1 million for the year endedDecember 31, 2014. The decrease in selling and marketing expenses in 2015 was primarily due to a decrease in sales commissions as a result of the decrease in revenues and due to the positiveimpact of the depreciation of the NIS and the CAD against the U.S. dollar in 2015. Selling and marketing expenses amounted to 23.2% and 22.1% of revenues in 2015 and 2014, respectively General and administrative expenses. General and administrative expenses decreased by 21% to $7 million for the year ended December 31, 2015 from $8.9 million for the year endedDecember 31, 2014. The decrease in general and administrative expenses in 2015 was primarily due to a decrease in compensation to our management, as well as due to the positive impact of thedepreciation of the NIS and the CAD against the U.S. dollar in 2015. General and administrative expenses amounted to 11% of revenues in 2015 compared to 11.5% in 2014 Operating income. We had operating income of $4.4 million for the year ended December 31, 2015 compared to operating income of $1.4 million for the year ended December 31, 2014. The operating income (loss) of our business segments for the years ended December 31, 2015 and 2014 were as follows: Year Ended December 31, 2014 2015 (In thousands) Perimeter products $6,770 $6,023 Turnkey projects (148) 1,095 Video and Cyber Security (4,995) (1,684)Eliminations (204) (1,045) Total $1,423 $4,389 Our perimeter products segment recorded operating income of $6 million for the year ended December 31, 2015 compared to operating income of $6.8 million for the year ended December31, 2014, primarily as a result of decrease in sales due to a large order that we completed in 2014 in North America. Our turnkey project segment recorded operating income of $1.1 million in theyear ended December 31, 2015 compared to an operating loss of $0.1 million for the year ended December 31, 2014. Our Cyber segment recorded an operating loss of $1.7 million in the year endedDecember 31, 2015 compared to an operating loss of $5.0 million for the year ended December 31, 2014, mainly due to the $2.4 million of charges for the impairment of goodwill and intangibleassets we recorded in the year ended December 31, 2014. Financial income, net. Our financial income, net, for the year ended December 31, 2015 was $0.6 million compared to financial income, net of $2.0 million for the year ended December 31,2014. The decrease in financial income in 2015 was primarily attributable to lower foreign exchange rate income, net in the year ended December 31, 2015 compared to foreign exchange rateincome, net in the year ended December 31, 2014. Income taxes. We recorded taxes on income of $1.9 million for the year ended December 31, 2015 compared to taxes on income of $0.1 million for the year ended December 31, 2014. Theincrease in taxes in 2015 was primarily due to increased withholding taxes that were paid by some of our subsidiaries. - 39 -Seasonality Our operating results are characterized by a seasonal pattern, with a higher volume of revenues towards the end of the year and lower revenues in the first part of the year. This pattern,which is expected to continue, is mainly due to two factors: ·our customers are mainly budget-oriented organizations with lengthy decision processes, which tend to mature late in the year; and ·due to harsh weather conditions in certain areas in which we operate during the first quarter of the calendar year, certain projects and services are put on hold and consequentlyrevenues are delayed. Our revenues are dependent on government procurement procedures and practices, and because we receive large product orders from a relatively small number of customers, ourrevenues and operating results are subject to substantial periodic variations. Impact of Inflation and Currency Fluctuations on Results of Operations, Liabilities and Assets We sell most of our products in North America, Africa, Latin America Europe and Israel. Our financial results, which are reported in U.S. dollars, are affected by changes in foreigncurrency. Our revenues are primarily denominated in U.S. dollars, Euros, Mexican Peso and NIS, while a portion of our expenses, primarily labor expenses, is incurred in NIS, CAD and MexicanPeso. Additionally, certain assets, especially cash, trade receivables and other accounts receivables, as well as part of our liabilities are denominated in NIS and CAD. As a result, fluctuations inrates of exchange between the U.S. dollar and non-U.S. dollar currencies may affect our operating results and financial condition. The dollar cost of our operations in Israel and Canada may beadversely affected by the appreciation of the NIS and the CAD against the U.S. dollar. In addition, the value of our non-U.S. dollar revenues could be adversely affected by the depreciation ofthe U.S. dollar against such currencies. The appreciation of the NIS, the Mexican Pesos and the CAD in relation to the U.S. dollar has the effect of increasing the U.S. dollar value of any unlinked assets and the U.S. dollaramounts of any unlinked liabilities and increasing the U.S. dollar value of revenues and expenses denominated in other currencies. Conversely, the depreciation of the NIS, the Mexican Peso andthe CAD in relation to the U.S. dollar has the effect of reducing the U.S. dollar value of any of our liabilities which are payable in NIS, Mexican Pesos or in Canadian dollars (unless such costs orpayables are linked to the U.S. dollar). Such depreciation also has the effect of decreasing the U.S. dollar value of any asset that is denominated in NIS, Mexican Pesos and CADs or receivablespayable in NIS, Mexican Pesos or CAD (unless such receivables are linked to the U.S. dollar). In addition, the U.S. dollar value of revenues and expenses denominated in NIS, Mexican Pesos orCAD would increase. Because foreign currency exchange rates fluctuate continuously, exchange rate fluctuations may have an impact on our profitability and period-to-period comparisons ofour results. The effects of foreign currency re-measurements are reported in our consolidated financial statements in current operations. The following table presents information about the rate of inflation in Israel, the rate of devaluation or appreciation of the NIS against the dollar, and the rate of inflation in Israel adjustedfor the devaluation: Year endedDecember 31, Israeli inflationrate % NIS devaluation(appreciation)rate % Israeli inflationadjusted fordevaluation(appreciation) % 2012 1.6 (2.3) 3.9 2013 1.8 (7.0) 8.8 2014 (0.2) 12.0 (12.2)2015 (1.0) (0.3) (0.7)2016 (0.2) (1.5) 1.3 The U.S. dollar cost of our operations in Canada is influenced by the exchange rate between the U.S. dollar and the CAD. In 2014 and 2015 the CAD depreciated against the U.S. dollarby 8.9% and 19.7%, respectively. In 2016 the CAD appreciated against the U.S. dollar by 2.7%. In addition, the U.S. dollar cost of our operations in Mexico is influenced by the exchange ratebetween the U.S. dollar and the Mexican Peso. In 2014, 2015 and 2016 the Mexican Peso depreciated against the U.S. dollar by 12.8%, 17.7% and 19.2%, respectively. In 2016, foreign currency fluctuations had a negative impact on our results of operations as we recorded foreign exchange loss, net of $0.6 million, compared to $1 million of foreignexchange income, net in 2015. We expect that our results of operations will continue to be affected by currency fluctuations in the future. - 40 -Conditions in Israel We are incorporated under the laws of, and our principal executive offices and manufacturing and research and development facilities are located in, the State of Israel. See Item 3D "KeyInformation – Risk Factors – Risks Relating to Our Location in Israel" for a description of governmental, economic, fiscal, monetary and political policies or factors that have materially affected orcould materially affect our operations. Effective Corporate Tax Rate The Israeli corporate tax rate was 26.5% in 2014 and 2015 and 25% in 2016. In January 2016, the Law for Amending the Income Tax Ordinance (No. 216) (Reduction of Corporate Tax Rate),2016 was approved, which includes a reduction of the corporate tax rate from 26.5% to 25%, effective from January 1, 2016.In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018.Our effective corporate tax rate may substantially exceed the Israeli tax rate since our U.S.-based subsidiaries will generally be subject to applicable federal, state, local and foreigntaxation, and we may also be subject to taxation in the other foreign jurisdictions in which we own assets, have employees or conduct activities. Because of the complexity of these local taxprovisions, it is not possible to anticipate the actual combined effective corporate tax rate, which will apply to us. As of December 31, 2016, we had net deferred tax assets of $1.9 million attributable to our subsidiaries. We had total estimated available carryforward tax losses of $7.9 million withrespect to our operations in Israel to offset against future taxable income. We have recorded a full valuation allowance for such carryforward tax losses due to the uncertainty of their futurerealization. As of December 31, 2016, our subsidiaries outside of Israel had estimated total available carryforward tax losses of $10 million, which may be used as an offset against future taxableincome for periods ranging between 1 and 20 years. Utilization of U.S. net operating losses may be subject to a substantial annual limitation due to the "change in ownership" provisions of theInternal Revenue Code of 1986 and similar state tax law provisions. The annual limitation may result in the expiration of net operating losses before utilization. Trade Relations Israel is a member of the United Nations, the International Monetary Fund, the International Bank for Reconstruction and Development and the International Finance Corporation. Israelis a member of the World Trade Organization and is a signatory to the General Agreement on Tariffs and Trade. Israel is also a member of the Organization for Economic Co-operation andDevelopment, or the OECD, an international organization whose members are governments of mostly developed economies. The OECD's main goal is to promote policies that will improve theeconomic and social well-being of people around the world. In addition, Israel has been granted preferences under the Generalized System of Preferences from the United States, Australia,Canada and Japan. These preferences allow Israel to export products covered under such programs either duty-free or at reduced tariffs. Israel and the European Union Community, known as the "European Union," concluded a Free Trade Agreement in July 1975 that confers some advantages with respect to Israeli exportsto most European countries and obligates Israel to lower its tariffs with respect to imports from these countries over a number of years. In 1985, Israel and the United States entered into anagreement to establish a Free Trade Area. The Free Trade Area has eliminated all tariff and some non-tariff barriers on most trade between the two countries. On January 1, 1993, an agreementbetween Israel and the European Free Trade Association, known as the "EFTA," established a free-trade zone between Israel and the EFTA nations. In November 1995, Israel entered into a newagreement with the European Union, which includes a redefinition of rules of origin and other improvements, such as allowing Israel to become a member of the Research and Technologyprograms of the European Union. In recent years, Israel has established commercial and trade relations with a number of other nations, including Russia, China, India, Turkey and other nations inEastern Europe and the Asia-Pacific region. In addition, Israel has entered into a free trade agreement with the MercoSur countries (Brazil, Paraguay, Argentina and Uruguay) which became fullyeffective in September 2011. Generally, the purpose of this agreement is to reduce the custom rates between Israel and these countries and to abolish them completely in certain cases. Israel isthe first country outside of Latin America to enter into such an agreement with the MercoSur countries. - 41 -B. Liquidity and Capital Resources Our working capital at December 31, 2016 and 2015 was $58.8 million and $44 million, respectively. Cash and cash equivalents amounted to $19.7 million at December 31, 2016 compared to$27.3 million at December 31, 2015. Short-term and long-term deposits, restricted bank deposits and escrow deposits amounted to $33 million at December 31, 2016 compared to $4 million atDecember 31, 2015. Our cash and cash equivalents, short and long-term bank deposits are held in various banks, mainly in U.S. dollars, Euros, NIS and CAD. From our inception until our initial public offering in March 1993, we financed our activities mainly through cash flow from operations and bank loans. In March 1993, we receivedproceeds of $9.8 million from our initial public offering of 1,380,000 ordinary shares. Subsequently, we made follow-on public offerings, in February 1997 (of 2,085,000 ordinary shares) and in April2005 (of 1,700,000 ordinary shares), in which we raised $9.4 million and $14.9 million, respectively. To allow us to begin to implement our 2010 strategic plan, on September 8, 2010, KI CorporationLimited, a company affiliated with Mr. Nathan Kirsh, our former principal shareholder, provided us with a bridge loan of $10.0 million. To repay the loan and to raise permanent capital for generalworking capital purposes including facilitating the implementation of our new business strategy, in July and August 2011 we raised $16.2 million from a rights offering of 5,273,274 ordinary sharesand a private placement of 150,000 of our ordinary shares. In October 2016, we completed a rights offering in which we received gross proceeds of approximately $23.8 million from the sale of 6,170,386 ordinary shares. In the rights offering, wedistributed to each of our shareholders one subscription right for each eight ordinary shares held by such holder. The subscription right entitled the holder to purchase three ordinary shares ofour company for the subscription price of $11.58 (reflecting a price of $3.86 per share). Our controlling shareholders, FIMI V Funds purchased 3,392,869 ordinary shares including through anexercise of over-subscription rights. In connection with our acquisition of CyberSeal, we issued warrants to purchase 898,203 of our Ordinary shares at an exercise price of $ 4.16 per share to CyberSeal's former owners. Ofsuch warrants, 50% will expire on December 30, 2018 and the remaining 50% will expire on December 30, 2019. We agreed to provide certain registration rights to the holders of the warrants withrespect to the ordinary shares issuable upon their exercise. As a result of the issuance we recognized $1.5 million as additional paid-in capital. In the event these warrants are exercised in full, wewill receive proceeds of approximately $3.7 million. We expect that our total research and development expenses in 2017 will be approximately $7 million. Our research and development plan for 2017 covers development of new andinnovative products, as well as improvement of existing technologies. We believe that our cash and cash equivalents, bank facilities, bank deposits and our expected cash flows from operations will be sufficient to meet our ongoing cash requirementsthrough 2017. However, our liquidity could be negatively affected by a decrease in demand for our products, including the impact of potential reductions in customer purchases that may resultfrom the current general economic climate. - 42 - Year ended December 31, 2014 2015 2016 (in thousands) Net cash provided by (used in) operating activities (1,710) 5,458 8,933 Net cash provided by (used in) investing activities (3,643) 6,397 (41,734)Net cash provided by (used in) financing activities (2,783) (3,968) 25,006 Effect of exchange rate changes on cash and cash equivalents (2,497) (2,170) 168 Increase (decrease) in cash and cash equivalents (10,633) 5,717 (7,627)Cash and cash equivalents at the beginning of the year 32,235 21,602 27,319 Cash and cash equivalents at the end of the year $21,602 $27,319 $19,692 Cash Flows The following table summarizes our cash flows for the periods presented: Net cash provided by operating activities was approximately $9 million in the year ended December 31, 2016 compared to net cash provided by operating activities of approximately $5.5million in the year ended December 31, 2015 and net cash used in operating activities of $1.7 million in the year ended December 31, 2014. Net cash provided by operating activities in the yearended December 31, 2016 was primarily attributable to 2016 income, as well as an increase of $3.4 million in customer advances, a decrease of $1.5 million in trade receivables, net, a decrease of$1.4 million in unbilled receivables, a decrease of $1.2 million in inventory and $1.7 million of depreciation and amortization expenses. This was offset in part by an increase of $1.7 million indeferred income taxes. Net cash provided by operating activities in the year ended December 31, 2015 was primarily attributable to 2015 income, as well as a decrease of $6.3 million in trade receivables, net, anincrease of $1.4 million in customer advances and $1.5 million of depreciation and amortization expenses. This was offset in part by a decrease of $3.4 million in trade payables and other accountspayable and accrued expenses, an increase of $1.6 million in unbilled accounts receivables, an increase of $0.6 million in inventory, a decrease of $0.6 million in accrued severance pay, net and anincrease of $0.4 million in long-term trade receivables. Net cash used in operating activities in the year ended December 31, 2014 was primarily attributable to an increase of $9.9 million in trade receivables, net, an increase of $1.9 million inunbilled accounts receivables and a decrease of $2.7 million in customer advances. This was offset in part by 2014 income, as well as an increase of $3.1 million in other accounts payable, anincrease of $2.7 million in trade payables, $2.4 million of impairment of goodwill and intangible assets charges and $2 million of depreciation and amortization expenses. Net cash used in investing activities was approximately $41.8 million in the year ended December 31, 2016 compared to net cash provided by investing activities of approximately $6.4million in the year ended December 31, 2015 and net cash used in investing activities was approximately $3.6 million in the year ended December 31, 2014. In the year ended December 31, 2016, ournet cash used in investing activities was primarily attributable to investments of short-term bank deposits and restricted deposit of $28.9 million, payments for business acquisitions of Aimetis of$12.1 million and a purchase of property and equipment for $0.8 million. In the year ended December 31, 2015, our net cash used in investing activities was primarily attributable to release of short-term bank deposits, long-term bank deposits and restricted deposit of $7.8 million. These amounts were offset in part by purchase of property and equipment for $0.9 million and investment inshort-term deposits for $0.6 million. In the year ended December 31, 2014, our net cash used in investing activities was primarily attributable to short-term deposits, net of sale of short-term bankdeposits for $1.9 million, payments for business acquisitions of the U.S. based fiber company for $3.9 million and a purchase of property and equipment for $0.7 million. These amounts were offsetin part by the release of long-term bank deposits and restricted deposit of $2.8 million. Net cash provided by financing activities was $25 million in the year ended December 31, 2016 compared to net cash used in financing activities of approximately $4 million in the yearended December 31, 2015 and net cash used in financing activities of approximately $2.8 million in the year ended December 31, 2014. In the year ended December 31, 2016, net cash provided byfinancing activities was $25 million. In 2016 we received net proceeds of $23.6 million from a rights offering and $1.4 million from the exercise of options and issuance of shares under our employeestock purchase plan. In the year ended December 31, 2015, net cash used in financing activities was $4 million, primarily due to the repayment of short-term and long-term bank debt of $4.5 million.These amounts were offset in part by proceeds of $0.5 million from the issuance of shares upon exercise of options and issuance of shares under our employee stock purchase plan. In the yearended December 31, 2014, net cash used in financing activities was $2.8 million, primarily repayment of short-term and long-term bank debts by $3.3 million. These amounts were offset in part by$0.5 million proceeds from issuance of shares upon exercise of options and employee stock purchase plan. - 43 -We had capital expenditures of approximately $0.7 million, $0.9 million and $0.8 million in the years ended December 31, 2014, 2015 and 2016, respectively. We estimate that our capitalexpenditures for 2017 will total approximately $1.3 million. We expect to finance these expenditures primarily from our cash and cash equivalents and our operating cash flows. However, theactual amount of our capital expenditures will depend on a variety of factors, including general economic conditions and changes in the demand for our products. Credit Lines and Other Debt As of December 31, 2016, we had credit lines with Bank Leumi Le-Israel B.M., or Bank Leumi, Union Bank of Israel Ltd., or Union Bank, and Bank Hapoalim B.M., or Bank Hapoalim,totaling $15 million in the aggregate (of which $6.5 million is reserved exclusively for guarantees out of which $3.3 million was available as of December 31, 2016). Our credit lines at Bank Leumiand Union Bank have no restrictions as to our use of the credit. We are not under any obligation to maintain financial ratios or other terms in respect of our credit lines. In addition, as ofDecember 31, 2016, our foreign subsidiaries had credit lines with the Royal Bank of Canada and Deutsche Bank of $2.7 million in the aggregate, of which $2.6 million was available at December 31,2016. Our Canadian subsidiary has undertaken to maintain a general covenant and a ratio of total liabilities to tangible net worth of not greater than 0.75:1. As of December 31, 2016, ourCanadian subsidiary was in compliance with these ratios and terms. As of December 31, 2016, our outstanding balances under our credit lines in Israel consisted of several bank performance, advance payment and bid guarantees totaling approximately$3.2 million, at an annual cost of 0.85%-1.15%; and As of December 31, 2016, the outstanding balances under the credit lines of our subsidiaries consisted of several bank performance, advance payment and bid guarantees totalingapproximately $0.3 million, at an annual cost of 1% -2%. C. Research and Development, Patents and Licenses. Government Grants We participate in programs sponsored by the Israeli Government for the support of research and development activities. In the past we have received royalty-bearing grants from theInnovation Authority (formerly the Office of the Chief Scientist) for certain of our research and development projects for perimeter security products. We are obligated to pay royalties to theInnovation Authority amounting to 3.5% of revenues derived from sales of the products funded with these grants and ancillary services, up to 100% of the grants received, linked to the U.S.dollar. All grants received after January 1, 1999 also bear interest equal to the 12 month LIBOR rate. The obligation to pay these royalties is contingent on actual sales of the products, and in theabsence of such sales no payment is required. During 2014 and 2015, CyberSeal received $118,000 and $134,000, respectively, from the Innovation Authority. Following the cancelation of 2015 project, CyberSeal returned the $134,000grant received in 2015. We did not receive any grants from the Innovation Authority in 2016. For the years ended December 31, 2014, 2015 and 2016, we paid the Innovation Authority royalties in the amount of $83,000, $42,000 and $17,000, respectively. These royalties related tosales of perimeter security products and management security systems. As of December 31, 2016, we had a contingent obligation to pay royalties to the Innovation Authority in the amount ofapproximately $1.7 million upon the successful sale of perimeter security products developed under research and development programs sponsored by the Innovation Authority. - 44 -We participate in programs sponsored by the Industrial Research Assistance Program (IRAP) in Canada. During 2016 our Canadian subsidiary received grants in the amount of $ 63,000. Investment Tax Credit Our Canadian subsidiaries are eligible for investment tax credits for its research and development activities and for certain current and capital expenditures. For the years endedDecember 31, 2016, 2015 and 2014, our Canadian subsidiary recognized $149,000, $155,000 and $190,000, respectively, of investment tax credits. In addition, as of December 31, 2016, our U.S. subsidiary had available investment tax credits of approximately $0.1 million in the U.S. to reduce future federal and provincial income taxespayable. These credits will expire in 2019 through 2025 in the U.S. As of December 31, 2016, our subsidiaries made a full valuation allowance in respect of such investment tax credits. D. Trend Information. Our improved results since 2013 are attributable in part to increased spending for security products and solutions and the release of governmental spending in certain territories whichled to the release of new projects in the last three years, while in 2013 the market was influenced by the global economic slowdown and the reduction in governmental spending, mainly in Europeand Latin America. E. Off-Balance Sheet Arrangements. We are not a party to any material off-balance sheet arrangements. In addition, we have no unconsolidated special purpose financing or partnership entities that are likely to creatematerial contingent obligations. F. Tabular Disclosure of Contractual Obligations. The following table summarizes our minimum contractual obligations and commercial commitments as of December 31, 2016 and the effect we expect them to have on our liquidity andcash flow in future periods. Payments due by period Contractual Obligations Total Less than 1 year 1-2 years 3-5 years More than 5 years (in thousands) Operating lease obligations 3,139 867 806 566 900 Other long-term liabilities reflected on our balance sheet under U.S. GAAP 2,089 - - - 2,089 Total 5,228 867 806 566 2,989 In addition, we have guaranteed advance payments, the performance of our work and provided warranties for the performance of our work to certain of our customers (usuallygovernmental entities). Such guarantees are required by contract for our performance during the installation and operational period of projects throughout Israel and the rest of the world. Theperformance guarantees typically expire soon after certain milestones are met and warranty guarantees typically expire at the end of the warranty period. The maximum potential amount of futurepayments we could be required to make under our guarantees at December 31, 2016 was $3.3 million. We have not recorded any liability for such amounts as we believe our performance will notresult in any claims. - 45 -ITEM 6.Directors, Senior Management and Employees A. Directors and Senior Management. Set forth below are the name, age, principal position and a biographical description of each of our directors and executive officers: Name Age PositionGillon Beck 55 Chairman of the Board of DirectorsBarry Stiefel 67 DirectorLiza Singer (1)(2) 46 External DirectorJacob Berman 69 DirectorRon Ben-Haim 46 DirectorAvraham Bigger (1)(2) 70 DirectorMoshe Tsabari (1)(2) 62 External DirectorSaar Koursh 44 Chief Executive OfficerYaacov Vinokur 39 Chief Financial OfficerBrian Rich 60 Deputy CEO, CTO and President of Senstar CorporationDoron Kerbel 45 Vice President – General Counsel and Company SecretaryYaniv Shachar 43 Senior Vice President & General Manager Magal IsraelJeremy Weese 40 Senior Vice President & COO of Senstar CorporationJames Quick 67 Senior Vice President North America SalesCarlos Garcia Almeida 46 General Manager Latin AmericaMarc Holtenhoff 48 General Manager Video ProductsGord Loney 64 Vice President APAC Sales____________(1) Member of our Audit Committees.(2) Member of our Compensation CommitteeGillon Beck has served as a director and Executive Chairman of our board of directors since September 2014. Since 2003, Mr. Beck has been a Senior Partner at FIMI Opportunity Funds,the controlling shareholder of Magal, as well as a Director of the FIMI Opportunity Funds' General Partners and SPV companies. In addition, Mr. Beck currently serves as Chairman of the Board ofDirectors of Ham-Let (Israel-Canada) Ltd, Overseas Commerce Ltd. and Bet Shemesh Engines Ltd (all three of which are traded on the Tel Aviv Stock Exchange (TASE)), Chairman of OrmatTechnologies Inc. (traded on NYSE) and Chairman of Inrom Industries, Ltd., Rivulis Ltd and Oxygen, Argon Works Ltd., all four of which are private companies. Mr. Beck also serves as a memberof the Board of Directors of Inrom Construction Material Ltd (traded on TASE) and Unitronics Ltd (traded on TASE). During the past five years, Mr. Beck had served as a member of the Board ofDirectors of the following public companies Ormat Industries Ltd. From 1999 to 2003, Mr. Beck served as Chief Executive Officer and President of Arad Ltd., a publicly-traded water measurementand automatic meter reading company, and from 1995 to 1999, he served as Chief Operating Officer of Arad Ltd. Mr. Beck received a Bachelor of Science degree (Cum Laude) in IndustrialEngineering in 1990 from the Technion – Israel Institute of Technology, and a Master of Business Administration in Finance in 1992 from Bar-Ilan University. - 46 -Barry Stiefel has served as a director since November 2008 and as the chairman of our board of directors from February 2013 until September 2014. Mr. Stiefel has served as theManager of the Kirsh Family Office in London, England since 2006. The Kirsh Family Office administers and monitors the investments made by the Kirsh Group worldwide. Ki Corporation, whichis owned by the Kirsh Group, is the former principal shareholder of our company. Mr. Stiefel also serves as a Director of Ki Corporation Limited since 2013. From 2001 to 2006, Mr. Stiefel served asa consultant for a number of companies, including Premedia Limited and its subsidiaries. Previously, Mr. Stiefel was the chief executive officer of Meridian VAT Reclaim Group, which he founded,as a consultant in the field of trade finance and as finance director of Fisher Brothers Lumber Company Limited, a South African company. Mr. Stiefel holds a B.Sc. degree in Mathematics andChemistry and a B.A. degree in Accounting, both from the University of the Witwatersrand. Mr. Stiefel is a chartered accountant in South Africa and is registered as an auditor (not in publicpractice) in the United Kingdom. Liza Singer has served as an external director since June 2010. Since 2003, Ms. Singer has served as the owner's representative of the Lewis Trust Group, an investment assessment anddevelopment entity that focuses on tourist projects and the development of marine and hotels resorts. During 2007, Ms. Singer also served as the chief operating officer and country manager ofBrack Capital Real Estate. Previously, Ms. Singer served as the Vice President of Business Development of the Baran Group, a provider of engineering and construction services, as investmentdirector of Syntek Capital, a private-equity investment company and as an associate at APAX Partners & Co., a venture capital fund. Previously Ms. Singer worked at Kesselman & Kesselman,the Israeli member firm of PriceWaterhouseCoopers and at Gornitzky & Co. a leading Israeli law firm. Ms. Singer has an LL.B degree, a B.A. degree in accounting and an M.B.A. degree, all fromTel Aviv University. Ms. Singer is a certified public accountant (Israel) and a registered lawyer with the Israeli Bar Association. Jacob Berman has served as a director since November 2013. Since November 2014, Mr. Berman serves as the chairman of the board of directors of Israel Discount Bank of New Yorkand acted as a member of our audit committee and compensation committee between September 2014 and December 2014. Mr. Berman has been President of JB Advisors, Inc., a New York basedfinancial advisory firm with extensive experience in international private banking, real estate investment counseling, and commercial/retail banking since 2002. Mr. Berman serves as a director ofMicronet Enertec Technologies, Inc. Previously, Mr. Berman was the founder, President and CEO of Commercial Bank of New York. Ron Ben-Haim has served as a director since September 2014. Mr. Ben-Haim has been a partner in FIMI Opportunity Funds since 2006. Mr. Ben-Haim currently serves on the boards ofdirectors of Hadera Papers Ltd. (TASE), Poliram Plastic Industries Ltd., Oxygen and Argon Works Ltd., Tadir-Gan (Precision Products) 1993, Ltd. (TASE), Rivulis Irrigation Ltd., Inrom IndustriesLtd., Inrom Construction Industries Ltd. (TASE), Nirlat Paints Ltd., Alony Ltd. and Overseas Commerce, Ltd. Mr. Ben Haim formerly served as a member of the boards of directors of the followingpublic companies: Medtechnica, Ltd., Ginegar Plastic Products, Ltd., Merhav Ceramic and Building Materials Center, Ltd. and Ophir Optronics, Ltd. Mr. Ben Haim was previously with CompassAdvisers, LLP, an investment banking firm based in New York and in Tel Aviv and with the Merrill Lynch Mergers and Acquisitions group in New York. Prior to Merrill Lynch, Mr. Ben-Haimworked at Teva Pharmaceuticals in production management. Mr. Ben-Haim holds a B.Sc. degree in industrial engineering from the Tel Aviv University and an M.B.A. degree from New YorkUniversity. Avraham Bigger has served as a director since September 2014. Mr. Bigger has been, since 2010, the owner and a member of the Board of Directors of Bigger Investments Ltd andformerly served as the Chief Executive Officer and Chairman of the Board of Directors of Makhteshim Agam Industries Ltd., Chairman of the Boards of Directors of Supersol Ltd. (TASE), CanielBeverages & Caniel Packaging Industries Ltd., the Edmond Benjamin de Rothschild Caesarea Foundation and as managing director of Paz Oil Company Ltd. (TASE) and Israel General Bank (UBank). Mr. Bigger also served as a member of the Boards of Directors of Bank Leumi Le-Israel Ltd. (TASE), First International Bank of Israel Ltd. (TASE), Strauss Group Ltd. (formerly known asStrauss-Elite Ltd.)(TASE), Partner Communications Company Ltd. (TASE), Cellcom Israel Ltd. (TASE, NYSE), El-Al Israel Airlines Ltd. and various private companies. Mr. Bigger received aBachelor of Economics degree and an M.B.A. degree, both from the Hebrew University of Jerusalem. Moshe Tsabari has served as an external director since December 2014. Mr. Tsabari is the owner and serves as the joint CEO of GME Trust, a company that advises on crisis managementand improvement of work processes, in Israel and worldwide. Since 2005, Mr. Tsabari has served as the owner and director of Osher – Training & Consulting Ltd. From 2006 to 2011 Mr. Tsabariserved as a senior partner in the International Company for Defense and Rescue Ltd. and in QG Company, two companies that are engaged in the provision of consultancy and training projects inthe security field in Israel. In addition, Mr. Tsabari is the founder of the International Institute for Researching the Arab World, is a former director in Links Aviation and is the former CEO of SYS-TRY, an electronic equipment development company. Prior to that, Mr. Tsabari served for 15 years, until 2004, in the Israeli Security Agency (ISA) in a number of positions, including Director ofPersonal in the Human Resources Division, Director of Security Assistance Division (rank in both positions equivalent to Major General) and Head of the Operations Division (rank equivalent toBrigadier). Mr. Tsabari holds a B.Sc. degree in Geodetic Engineering, a M.A. degree in Industrial and Management Engineering and a PhD degree in Science, all from the Technion – The IsraeliInstitute of Technology. In addition, Mr. Tsabari is an A.M.P. graduate from the Wharton School of the University of Pennsylvania. - 47 -Saar Koursh joined Magal S3 as Chief Executive Officer on March 2015. Prior to joining our company and for more than twelve years, Mr. Koursh served in various positions with ElbitSystems Ltd., a leading international defense electronics company. During the last two years, Mr. Koursh was the Vice President responsible for the Brazil Business Unit, as well as a member ofthe Aerospace Division's executive management and a member of the Board of Directors of AEL Sistemas, Elbit's subsidiary in Brazil. Prior to that, Mr. Koursh served as the Vice President forPrograms & Business Development of AEL Sistemas and held several other positions with Elbit as director and program manager, and finance and commercial manager. Mr. Koursh holds anM.B.A. degree in Financial Management from the Lubin School of Business of Pace University, New York and a B.Sc. AGR and Economics and Management from the Hebrew University inJerusalem. Yaacov Vinokur joined Magal S3 as Chief Financial Officer in September 2016. Prior to joining our company, Mr. Vinokur served for three years as Chief Financial Officer of Miya (ArisonGroup), a global provider of comprehensive water efficiency solutions and a water utilities operator. Prior to that, Mr. Vinokur served in several key leadership positions at Brink's Company (BCO),a global leader in cash logistics, including Chief Financial Officer - Developing Markets division, Director of Procurement - EMEA division and Director of Finance - Global Services division. Priorto his career with Brink's, Mr. Vinokur served as an Executive Director at Shapira Films, one of the leading film distribution and production companies in Israel, as well as a Head of Treasury at theMinistry of Defense of Israel. In 2016, the Israeli CFO Forum honored Mr. Vinokur with its annual CFO Excellence award. Mr. Vinokur, a certified public accountant in the United States and Israel,holds a B.A. degree in Accounting and Economics (magna cum laude) from Haifa University and a M.B.A. degree (cum laude) from Tel Aviv University. Mr. Vinokur is also a graduate of HarvardBusiness School's Leadership Development Program. Brian Rich serves as Deputy CEO, CTO and President of Senstar Corporation, our Canadian subsidiary since May 2015. Prior to such date, he served as President of SenstarCorporation since September 2000. Prior to joining Magal, Mr. Rich served as Vice President, Engineering and Operations at Intelligent Detection Systems (IDS), a designer and manufacturer oftrace explosives and narcotics detection equipment. Prior to IDS he was a founding member of Senstar Corporation Canada from October 1981 to February 1998, during which time he heldpositions of increasing responsibility ending as Vice President, Engineering and Systems, and prior to that was a research engineer at Computing Devices Company of Canada (a Control Datacompany). Mr. Rich holds a B.Sc. degree in Electrical Engineering from the University of Toronto. Doron Kerbel has served as our General Counsel since July 2015. Prior to joining Magal, Mr. Kerbel had served for more than eight years as legal counsel at Elbit Systems Ltd.(NASDAQ: ESLT) Aerospace Division. Mr. Kerbel has extensive experience in advising on variety of commercial legal issues, mergers and acquisitions as well as (private finance initiatives) PFIand BOT (Build Operate Transfer) projects, both locally and internationally. Prior to his work at Elbit Systems, Mr. Kerbel was an associate lawyer at M. Firon & Co. and Senior Legal Counsel forInternational Law at the Israeli Embassy to the Netherlands. Mr. Kerbel holds a LL.B. degree from the Interdisciplinary Center (IDC) Herzliya and an LL.M. degree (with distinction) from theInternational Law School, University of Amsterdam. Yaniv Shachar serves as Vice President Projects and Operations. Mr. Shachar joined Magal in June 2015. Prior to joining Magal, he worked for five and half years at Logic Industries Ltd.(a subsidiary of AGT International) as Project, Program, and Division Manager, leading large-scale homeland security projects and operations in the Middle East. Prior to joining Logic, Mr.Shachar served for 17 years in the Israeli Navy. Mr. Shachar is a graduate of the Executive M.B.A. program of the Hebrew University in Jerusalem, where he majored in integrative management. Healso holds a B.A. degree in economics and communications from Haifa University. - 48 -Jeremy Weese joined Magal in 1999 in a design engineering role. During his tenure with the company Mr. Weese has moved through progressive levels of responsibility within theresearch and development department. Prior to taking the position of Chief Operations Officer, Mr. Weese was responsible for the Company's product portfolio and research and developmentactivities as VP of Engineering. Mr. Weese has served in his current role as Senior VP & COO since April 2016. Mr. Weese is a Professional Engineer and member of the IEEE. He holds a B.A.Sc.degree in Computer Engineering from the University of Ottawa. James Quick joined Magal in 2010 with responsibility for sales in the North American region, including profit and loss responsibility for operations in the US. Prior to joining thecompany, Mr. Quick served for nine years as President of American operations for Japan based Optex Inc., a security sensor manufacturer. There he was responsible for business interests in theAmericas spanning from South America to Canada. Prior to Optex, Mr. Quick worked in several leadership and general management roles both in industrial sales and private business ownership. He holds a B.S. degree in Marketing Management with a minor in Finance from California Polytechnic University in Pomona, California. Carlos Garcia Almeida joined Magal in February 2013 with more than 22 years of experience in the security market. Prior to joining the company, Mr. Garcia served as General Manager ofProsegur Mexico. Prior to Prosegur, Mr. Garcia served in several leadership and general management roles in leading security organizations, among them UTC Fire & Security and Tyco Fire &Security. Mr. Garcia holds a degree in Telecom Engineering and has successfully participated in various executive programs, including the Management Development Program (D-1) from theIPADE Business School. Marc Holtenhoff joined Magal following the Aimetis acquisition in 2016. Mr. Holtenhoff has close to 20 years of leadership experience at successful, growth oriented technologycompanies. At Aimetis, Mr. Holtenhoff is responsible for the organization's corporate strategy, financial performance and overall growth. Prior to Aimetis, Mr. Holtenhoff was the CEO ofCalifornia-based 1GlobalPlace, Inc., an IT security company funded by Reuters €450 Venture Capital Fund. Previously, Mr. Holtenhoff held a variety of enterprise sales and marketing managementpositions at the Xerox Corporation. Mr. Holtenhoff holds a Master's degree in Business Administration and Economics from the Copenhagen Business School in Denmark and a Bachelor's degreefrom Babson College in Wellesley, Massachusetts. Gord Loney joined Magal in 1995 when he was responsible for product sales in Canada, the Middle East and Africa, before assuming responsibility for strategic OEM accounts and theFar East. During 2016 Mr. Loney was appointed as Vice President for Sales - Asia Pacific, under this role Mr. Loney is responsible for establishment of a Company office in Clark Freeport Zone inthe Philippines, from which he is leading a support and sales team to better serve the high growth Asian market. Mr. Loney is an engineering graduate of the Royal Military College of Canadawho served twenty-five years in the Royal Canadian Air Force. The terms of office of Messrs. Beck, Stiefel, Berman, Ben-Haim and Bigger will expire at our 2017 annual general meeting of shareholders. The terms of our external directors, Mr. Tsabariand Ms. Singer, expire in 2017 and 2019, respectively. B. Compensation Compensation of Directors and Executive Officers The aggregate compensation costs on behalf of our directors and executive officers as a group during 2016 consisted of approximately $2.1 million in salary, fees, bonus, equity basedcompensation, commissions and directors' fees, but excluding dues for professional and business associations, business travel and other expenses commonly reimbursed or paid by companies.As of December 31, 2016, the aggregate amount set aside or accrued for pension, retirement and vacation or similar benefits for our directors and executive officers was approximately $0.3 million. In addition, we have provided automobiles to our executive officers at our expense. We pay our directors an annual fee of NIS 90,160 (approximately $23,500) and a fee of NIS 4,010 (approximately $1,050) for each board or committee meeting that they attend. Suchamounts are linked to the Israeli consumer price index, or CPI, and are updated on a semi-annual basis and accordingly, are adjusted to reflect changes in the CPI in February and August, eachyear. In addition, we pay to our Executive Chairman a monthly payment of NIS 15,000 (approximately $3,900). - 49 -As of December 31, 2016, our directors and executive officers as a group, then consisting of 17 persons, held options to purchase an aggregate of 333,076 ordinary shares, havingexercise prices ranging from $3.53 to $5.0005. Generally, the options vest over a one to four year period. Of such options, options to purchase 12,500 ordinary shares expire in 2017; options topurchase 9,000 ordinary shares expired in 2019; and options to purchase 311,576 ordinary shares expire in each of 2020 -2023. See this Item 6E. "Directors, Senior Management and Employees –Share Ownership – Stock Option Plans." Compensation of Senior Office Holders – Israel Companies Law Disclosure The table below sets forth the compensation paid to our five most highly compensated senior office holders (as defined in the Israeli Companies Law) during the year ended December31, 2016 (which include three former executive officers), in the disclosure format of Regulation 21 of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970. We refer to the fiveindividuals for whom disclosure is provided herein as our "Covered Executives. " {what happened to the introductory paragraph? Information Regarding the Covered Executive(1)(in thousands) Name and Principal Position(2) Base SalaryBenefits andPerquisites(3)Variable Compensation(4)Equity-BasedCompensation(5) TotalSaar Koursh - CEO219775025371Hagai Katz – former SVP – Marketing and BusinessDevelopment 182190141387Ilan Ovadia – former SVP - Finance, CFO 168103151287Brian Rich - Deputy CEO, CTO and President of SenstarCorporation 13417526210Yaniv Shachar - SVP & General Manager Magal Israel 12550234202(1)All amounts reported in the table are in terms of cost to our company, as recorded in our financial statements.(2)All current Covered Executives listed in the table are full-time employees. Cash compensation amounts denominated in currencies other than the U.S. dollar were converted intoU.S. dollars at the average conversion rate for the year ended December 31, 2016.(3)Amounts reported in this column include benefits and perquisites or on account of such benefits and perquisites, including those mandated by applicable law. Such benefits andperquisites may include, to the extent applicable to each executive, payments, contributions and/or allocations for savings funds, pension, severance, vacation, car or carallowance, medical insurances and benefits, risk insurances (e.g., life, disability, accident), convalescence pay, payments for social security, tax gross-up payments and otherbenefits and perquisites consistent with our guidelines.(4)Amounts reported in this column refer to Variable Compensation such as commission, incentive and bonus payments as recorded in our financial statements for the year endedDecember 31, 2016.(5)Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2016. Pursuant to the Israeli Companies Law, we have adopted a compensation policy and are required to follow certain approval requirements with respect to the compensation of ourdirectors and executive officers. See below "Board of Directors – Compensation Committee" and Item 10. Additional Information –– Office Holders. - 50 -We follow Israeli law and practice instead of the requirements of the NASDAQ Stock Market Rules regarding the compensation of our chief executive office and other executive officers. See Item 16G. "Corporate Governance." C. Board Practices Introduction According to the Israeli Companies Law and our articles of association, the management of our business is vested in our board of directors. The board of directors may exercise allpowers and may take all actions that are not specifically granted to our shareholders. Our executive officers are responsible for our day-to-day management. The executive officers haveindividual responsibilities established by our chief executive officer and board of directors. Executive officers are appointed by and serve at the discretion of the board of directors, subject to anyapplicable agreements. Election of Directors Our articles of association provide for a board of directors of not less than three and not more than 11 members, as may be determined from time to time at our annual general meeting. Our board of directors is currently composed of seven (7) directors. Our directors (except the external directors, as detailed below), are elected by our shareholders at our annual general meeting and hold office until the next annual general meeting. All themembers of our board of directors (except the external directors), may be reelected upon completion of their term of office. Our annual general meetings of shareholders are held at least onceevery calendar year, but not more than 15 months after the last preceding annual general meeting. In the intervals between our annual general meetings of shareholders, the board of directorsmay from time to time appoint a new director to fill a casual vacancy or to add to their number, and any director so appointed will remain in office until our next annual general meeting ofshareholders and may be re-elected. Under the Israeli Companies Law, our board of directors is required to determine the minimum number of directors who must have "accounting and financial expertise," as such term isdefined in regulations promulgated under the Israeli Companies Law. Our board of directors has determined that at least one director must have "accounting and financial expertise." Our boardof directors has further determined that Ms. Liza Singer has the requisite "accounting and financial expertise." We do not follow the requirements of the NASDAQ Stock Market Rules regarding the nomination process of directors, and instead, we follow Israeli law and practice, in accordance withwhich our directors are recommended by our board of directors for election by our shareholders. See Item 16G. "Corporate Governance." External and Independent Directors External directors. The Israeli Companies Law requires Israeli companies with shares that have been offered to the public in or outside of Israel to appoint at least two external directors. The Israeli Companies Law provides that a person may not be appointed as an external director if the person, or the person's relative, partner, employer or an entity under that person's control,has or had during the two years preceding the date of appointment any affiliation with the company, or any entity controlling, controlled by or under common control with the company. The term"relative" means a spouse, sibling, parent, grandparent, child or child of spouse or spouse of any of the above as well as a sibling, brother, sister or parent of the foregoing relatives. In general,the term "affiliation" includes an employment relationship, a business or professional relationship maintained on a regular basis, control and service as an office holder. Furthermore, if thecompany does not have a controlling shareholder or a shareholder holding at least 25% of the voting rights, "affiliation" also includes a relationship, at the time of the appointment, with thechairman of the board, the chief executive officer, a substantial shareholder or the most senior financial officer of such company. Regulations promulgated under the Israeli Companies Law includecertain additional relationships that would not be deemed an "affiliation" with a company for the purpose of service as an external director. In addition, no person may serve as an external directorif the person's position or other activities create, or may create a conflict of interest with the person's responsibilities as director or may otherwise interfere with the person's ability to serve asdirector or if such person is an employee of the Israel Securities Authority or of an Israeli stock exchange. If, at the time an external director is appointed, all current members of the board ofdirectors are of the same gender, then that external director must be of the other gender. A director of one company may not be appointed as an external director of another company if a directorof the other company is acting as an external director of the first company at such time. - 51 -At least one of the elected external directors must have "accounting and financial expertise" and any other external director must have "accounting and financial expertise" or"professional qualification," as such terms are defined by regulations promulgated under the Israeli Companies Law. The external directors are elected by shareholders at a general meeting. The shareholders voting in favor of their election must include at least a majority of the shares voted byshareholders other than controlling shareholders or shareholders who have a personal interest in the election of the external director (unless such personal interest is not related to such personsrelationship with the controlling shareholder) present and voting at such meeting (excluding abstentions). This majority requirement will not be required if the total number of shares of such non-controlling shareholders and disinterested shareholders who vote against the election of the external director represent 2% or less of the voting rights in the company. In general, under the Israeli Companies Law, external directors serve for a three-year term and may be reelected to two (2) additional three-year terms. However, Israeli companies listedon certain stock exchanges outside Israel, including The NASDAQ Global Market, such as our company, may appoint an external director for additional terms of not more than three years subjectto certain conditions. Such conditions include the determination by the audit committee and board of directors, that in view of the director's professional expertise and special contribution to thecompany's board of directors and its committees, the appointment of the external director for an additional term is in the best interest of the company. External directors can be removed fromoffice only by the same special percentage of shareholders that can elect them, or by a court order, and then only if the external directors cease to meet the statutory qualifications with respect totheir appointment or if they violate their fiduciary duty to the company. Pursuant to the Israeli Companies Law, external directors up for re-election are nominated either by the board of directors or by any shareholder(s) holding at least 1% of the voting rightsin the company. If the board of directors proposed the nominee, the reelection must be approved by the shareholders in the same manner required to appoint external directors for an initial term,as described above. If such reelection is proposed by shareholders, such reelection requires the approval of the majority of the shareholders voting on the matter, and satisfaction of all of thefollowing requirements: (i) In calculating the majority votes, the votes of the controlling shareholders and other shareholders that have personal interest in such reelection (unless such personalinterest is not related to such persons relationship with the controlling shareholder) as well as abstentions are not included; (ii) the votes of the non-controlling shareholders in favor of thereelection and of the shareholders who do not have personal interest in the reelection (unless such personal interest is not related to such person's relationship with the controlling shareholder)is greater than 2% of the voting rights in the company; and (iii) the external director is not, at the time of such reelection, a related shareholder or competitor or a relative thereof and does not haveany affiliation to any related shareholder, competitor or any relative thereof during the two years prior to such re-election. A related shareholder or a competitor are defined as the shareholderproposing the reelection, any substantial shareholder (within the meaning of the Israeli Companies Law) if at the time of reelection either such shareholder, its controlling shareholder or anycompany controlled by either of them has business relations with the company or that either such shareholder, its controlling shareholder or a company controlled by either of them is acompetitor of the company. Each committee of the board of directors that is authorized to exercise powers vested in the board of directors must include at least one external director and the audit committee mustinclude all the external directors. An external director is entitled to compensation as provided in regulations adopted under the Israeli Companies Law and is otherwise prohibited from receivingany other compensation, directly or indirectly, in connection with such service. Ms. Singer and Mr. Tsabari serve as our external directors under the Israeli Companies Law. Ms. Singer's term will expire in 2019 and Mr. Tsabari's term will expire in 2017, following whichtheir service as an external director may each be extended for additional three-year terms. - 52 -Independent Directors. Pursuant to the Israeli Companies Law, a director may be qualified as an independent director if such director is either (i) an external director; or (ii) or a directorwho is appointed or classified as such, and who meets the qualifications of an external director (other than the professional qualifications/accounting and financial expertise requirement), who theaudit committee has confirmed meets the external director qualifications, and who has not served as a director for more than nine consecutive years (with any period of up to two years duringwhich such person does not serve as a director not being viewed as interrupting a nine-year period). In general, NASDAQ Stock Market Rules require that the board of directors of a NASDAQ-listed company has a majority of independent directors and that its audit committee has atleast three members and be comprised only of independent directors, each of whom satisfies the "independence" requirements of NASDAQ and the SEC. However, foreign private issuers, suchas our company, may follow certain home country corporate governance practices instead of certain requirements of the NASDAQ Stock Market Rules. On June 30, 2006, we provided NASDAQwith a notice that instead of maintaining a majority of independent directors, we follow Israeli law, under which we are required to appoint at least two external directors, within the meaning of theIsraeli Companies Law, to our board of directors. In addition, in accordance with the rules of the SEC and NASDAQ, our audit committee is composed of three independent directors, as defined inthe rules of the SEC and NASDAQ. At present the majority of our directors satisfy the independence requirements of NASDAQ and the SEC. Our board of directors has determined that our external directors, Ms. Singer and Mr. Tsabari, qualify as independent directors under the requirements of the SEC and NASDAQ. Ourboard of directors has further determined that Messrs. Bigger and Berman also qualify as independent directors under the requirements of the SEC and NASDAQ. Audit Committee under Israeli Law Under the Israeli Companies Law, the board of directors of any public company must establish an audit committee, or the Israeli Audit Committee. The Israeli Audit Committee mustconsist of at least three directors and must include all of the external directors, the majority of which must be independent directors. The Israeli Audit Committee may not include the chairman ofthe board of directors; any director employed by the company or providing services to the company on an ongoing basis (other than as a director); a controlling shareholder or any of thecontrolling shareholder's relatives; and any director who is employed by, or rendered services to, the controlling shareholder or an entity controlled by the controlling shareholder, or a directorwhose main livelihood is from the controlling shareholder. Any person who is not permitted to be a member of the Israeli Audit Committee may not be present in the meetings of the Israeli AuditCommittee unless the chairman of the Israeli Audit Committee determines that such person's presence is necessary in order to present a specific matter. However, an employee who is not acontrolling shareholder or relative of a controlling shareholder may participate in the audit committee's discussions but not in any vote, and at the request of the Israeli Audit Committee, thesecretary of the company and its legal counsel may be present during the meeting. The chairman of the Israeli Audit Committee must be an external director. The role of the Israeli Audit Committee, pursuant to the Israeli Companies Law, includes: ·monitoring deficiencies in the management of the company, including in consultation with the independent auditors or the internal auditor, and to advise the board of directorson how to correct such deficiencies. If the audit committee finds a material deficiency, it will hold at least one meeting regarding such material deficiency, with the presence of theinternal auditor or the independent auditors but without the presence of the senior management of the company. However, a member of the company's senior management canparticipate in the meeting in order to present an issue which is under his or her responsibility; ·determining, on the basis of detailed arguments, whether to classify certain engagements or transactions as material or extraordinary, as applicable, and therefore as requiringspecial approval under the Israeli Companies Law. The audit committee may make such determination according to principles and guidelines predetermined on an annual basis; - 53 -·determining if transactions (excluding extraordinary transactions) with a controlling shareholder, or in which a controlling shareholder has a personal interest, are required to berendered pursuant to a competitive procedure; ·deciding whether to approve engagements or transactions that require the Israeli Audit Committee approval under the Israeli Companies Law; ·determining the approval procedure of non-extraordinary transactions, following classification as such by the Israeli Audit Committee, including whether such specific non-extraordinary transactions require the approval of the Israeli Audit Committee; ·examining and approving the annual and periodical working plan of the internal auditor; ·overseeing the company's internal auditing and the performance of the internal auditor; confirm that the internal auditor has sufficient tools and resources at his disposal, takinginto account, among other, the special requirements of the company and its size; ·examining the scope of work of the independent auditor and its pay, and bringing such recommendations on these issue before the Board; ·determining the procedure of addressing complaints of employees regarding shortcomings in the management of the company and ensure the protection of employees who havefiled such complaints; ·determining with respect to transactions with the controlling shareholder or in which such controlling shareholder has personal interest, whether such transactions areextraordinary or not, an obligation to conduct competitive process under supervisions of the audit committee or determination that prior to entering into such transactions thecompany shall conduct other process as the audit committee may deem fit, all taking into account the type of the company; and ·determining the manner of approval of transactions with the controlling shareholder or in which it has personal interest which (i) are not negligible transactions (pursuant to thecommittee's determination) and (ii) are not qualified by the Israeli Audit Committee as extraordinary transactions. Our Israeli Audit Committee is currently composed of Ms. Singer and Messrs. Bigger and Tsabari. Both Ms. Singer and Mr. Tsabari satisfy the "independence" requirements of the IsraeliCompanies Law. Our board of directors has determined that Ms. Singer has the requisite accounting and financial expertise to serve as our audit committee financial expert. Ms. Singer also servesas the chairperson of our Israeli Audit Committee. The Israeli Audit Committee meets at least once each quarter. Audit Committee under U.S. Laws and Regulations The NASDAQ Stock Market Rules require us to establish an audit committee consisting of at least three members, each of whom must be financially literate and satisfy the respective''independence'' requirements of the SEC and NASDAQ and one of whom has accounting or related financial management expertise. Such audit committee is established for the primary purposeof assisting the Board in overseeing the: ·integrity of the Company's financial statements; ·independent auditor's qualifications, independence and performance; ·Company's financial reporting processes and accounting policies; performance of the Company's internal audit function; and ·Company's compliance with legal and regulatory requirements. Ms. Singer and Messrs. Bigger and Tsabari satisfy the respective "independence" requirements of the SEC and NASDAQ. Our board of directors has determined that Ms. Singer has therequisite accounting and financial expertise to serve as our Audit Committee financial expert and that both Mr. Bigger and Mr. Tsabari are financially literate, having a basic understanding offinancial controls and reporting. The U.S. Audit Committee meets at least once each quarter. Mr. Bigger serves as chairperson of our U.S. Audit Committee for purposes of compliance with U.S.law and regulations. - 54 -Compensation Committee Pursuant to the Israeli Companies Law, each publicly traded company is required to establish a compensation committee which must be comprised of at least three directors, including allof the external directors. The additional members of the compensation committee must be directors that receive compensation in accordance with the provisions and limitations set forth in theregulations promulgated under the Israeli Companies Law with respect to external directors. An external director shall serve as the chairman of the compensation committee. Under the IsraeliCompanies Law, the external directors shall constitute a majority of the compensation committee. Similar to the rules that apply to the audit committee, the compensation committee may notinclude the chairman of the board, or any director employed by us, by a controlling shareholder or by any entity controlled by a controlling shareholder, or any director providing services to us,to a controlling shareholder or to any entity controlled by a controlling shareholder on a regular basis, or any director whose primary income is dependent on a controlling shareholder, and maynot include a controlling shareholder or any of its relatives. Individuals who are not permitted to be compensation committee members may not participate in the committee's meetings other thanto present a particular issue; provided, however, that an employee that is not a controlling shareholder or relative may participate in the committee's discussions but not in any vote, and thecompany's legal counsel and corporate secretary may participate in the committee's discussions and votes if requested by the committee. The compensation committee is responsible for (i) recommending the compensation policy to the board of directors for its approval (and subsequent approval by shareholders) and (ii)duties related to the compensation policy and to the approval of the terms of engagement of office holders, including: recommending whether a compensation policy should continue in effect, ifthe then-current policy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occurevery three years), recommending to the board of directors periodic updates to the compensation policy, assessing implementation of the compensation policy; determining whether thecompensation terms of a proposed new Chief Executive Officer of the company need not be brought to approval of the shareholders; and determining whether to approve transactions concerningthe terms of engagement and employment of the company's officers and directors that require compensation committee approval under the Israeli Companies Law or the company's compensationplans and policies. We have established a compensation committee that is currently composed of Ms. Singer and Messrs. Bigger and Tsabari. Mr. Tsabari serves as the chairperson of our CompensationCommittee. The composition and function of the Compensation Committee comply with the requirements of the Israeli Companies Law and NASDAQ Stock Market Rules. New Israeli Regulations In March 2016, the Israeli Companies Law Regulations were amended to reduce certain duplicative regulatory burden to which Israeli companies publicly-traded on NASDAQ are subjectto. Generally, pursuant to the new regulations, an Israeli company traded on NASDAQ that does not have a "controlling shareholder" (as defined in the Israeli Companies Law) will be ableto elect not to appoint External Directors to its Board of Directors and not to comply with the Audit Committee and Compensation Committee composition and chairman requirements of the IsraeliCompanies Law (as described above under); provided, the company complies with the applicable NASDAQ independent director requirements and the NASDAQ Audit Committee andCompensation Committee composition requirements. Since our largest shareholder, the limited partnerships managed by FIMI FIVE 2012 Ltd., are deemed to be a "controlling shareholder" under the Israeli Companies Law, we are notcurrently eligible to benefit from the relief provided by these new amended Israeli regulations. Internal Auditor Under the Israeli Companies Law, the board of directors of a publicly traded company must appoint an internal auditor nominated by the audit committee. The role of the internal auditoris to examine whether the company's actions comply with the law, integrity and orderly business practice. Under the Israeli Companies Law, the internal auditor may not be an interested party, anoffice holder, or an affiliate, or a relative of an interested party, office holder or affiliate, nor may the internal auditor be the company's independent accountant or its representative. Chaikin,Cohen, Rubin & Co. serves as our Internal Auditor. - 55 -Directors' Service Contracts There are no arrangements or understandings between us and any of our subsidiaries, on the one hand, and any of our directors, on the other hand, providing for benefits upontermination of their employment or service as directors of our company or any of our subsidiaries. Chairman of the BoardUnder the Israeli Companies Law, the general manager of a company (or a relative of the general manager) may not serve as the chairman of the board of directors, and the chairman of theboard of directors (or a relative of the chairman of the board of directors) may not serve as the general manager, unless approved by the shareholders by a special majority vote prescribed by theIsraeli Companies Law. The shareholder vote cannot authorize the appointment for a period of longer than three years, which period may be extended from time to time by the shareholders with asimilar special majority vote. The chairman of the board of directors shall not hold any other position with the company (except as general manager if approved in accordance with the aboveprocedure) or in any entity controlled by the company, other than as chairman of the board of directors of a controlled entity, and the company shall not delegate to the chairman duties that,directly or indirectly, make him or her subordinate to the general manager.Approval of Related Party Transactions under Israeli Law Fiduciary Duties of Office Holders The Israeli Companies Law codifies the fiduciary duties that "office holders," including directors and executive officers, owe to a company. An "office holder" is defined in the IsraeliCompanies Law as a director, general manager, chief business manager, deputy general manager, vice general manager, other manager directly subordinate to the general manager or any otherperson assuming the responsibilities of any of the foregoing positions without regard to such person's title. An office holder's fiduciary duties consist of a duty of care and a fiduciary duty. Theduty of care requires an office holder to act at a level of care that a reasonable office holder in the same position would employ under the same circumstances. This includes the duty to utilizereasonable means to obtain (i) information regarding the appropriateness of a given action brought for his approval or performed by him by virtue of his position and (ii) all other information ofimportance pertaining to the foregoing actions. The fiduciary duty includes (i) avoiding any conflict of interest between the office holder's position in the company and any other position heholds or his personal affairs, (ii) avoiding any competition with the company's business, (iii) avoiding exploiting any business opportunity of the company in order to receive personal gain for theoffice holder or others, and (iv) disclosing to the company any information or documents relating to the company's affairs that the office holder has received due to his position as an officeholder. Disclosure of Personal Interests of an Office Holder; Approval of Transactions with Office Holders The Israeli Companies Law requires that an office holder promptly, and no later than the first board meeting at which such transaction is considered, disclose any personal interest thathe or she may have and all related material information known to him or her and any documents in their position, in connection with any existing or proposed transaction by us. In addition, if thetransaction is an extraordinary transaction, that is, a transaction other than in the ordinary course of business, other than on market terms, or likely to have a material impact on the company'sprofitability, assets or liabilities, the office holder must also disclose any personal interest held by the office holder's spouse, siblings, parents, grandparents, descendants, spouse's descendantsand the spouses of any of the foregoing, or by any corporation in which the office holder or a relative is a 5% or greater shareholder, director or general manager or in which he or she has the rightto appoint at least one director or the general manager. - 56 -Some transactions, actions and arrangements involving an office holder (or a third party in which an office holder has an interest) must be approved by the board of directors or asotherwise provided for in a company's articles of association, however, a transaction that is adverse to the company's interest may not be approved. In some cases, such a transaction must beapproved by the audit committee and by the board of directors itself, and under certain circumstances shareholder approval may also be required. A director who has a personal interest in atransaction that is considered at a meeting of the board of directors or the audit committee may not be present during the board of directors or audit committee discussions and may not vote onthe transaction, unless the transaction is not an extraordinary transaction or the majority of the members of the board or the audit committee have a personal interest, as the case may be. In theevent the majority of the members of the board of directors or the audit committee have a personal interest, then the approval of the general meeting of shareholders is also required. Approval of a Compensation Policy for Office Holders The Israeli Companies Law and the regulations adopted thereunder require the compensation committee to adopt a policy for director and office holders. In adopting the compensationpolicy, the compensation committee must take into account factors such as the office holder's education, experience, past compensation arrangements with the company, and the proportionaldifference between the person's cost of compensation and the average cost of compensation of the company's employees. The compensation policy must be approved at least once every three years at the company's general meeting of shareholders, and is subject to the approval of a majority vote of thevotes of the shareholders present and voting at a shareholders' meeting, provided that either: (i) such majority includes at least a majority of the votes of all shareholders who are not controllingshareholders and do not have a personal interest in the approval of the compensation policy, present and voting at such meeting (excluding abstentions); or (ii) the total number of ordinaryshares of non-controlling shareholders and shareholders who do not have a personal interest in the approval of the compensation policy, voting against the resolution does not exceed 2% of theaggregate voting rights in the company. The Board may approve the compensation policy even if such policy was not approved by the shareholders, provided that the compensation committee and the board of directorsresolve, based on detailed consideration of the compensation policy that approval of the policy, is in the best interest of the company, despite the fact that it was not approved at theshareholders' meeting. The compensation policy shall serve as the basis for decisions concerning the financial terms of employment or engagement of officer holders, including exculpation, insurance,indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy must relate to certain factors, including advancement of thecompany's objectives, the company's business and its long-term strategy, and creation of appropriate incentives for executives. It must also consider, among other things, the company's riskmanagement, size and the nature of its operations. The compensation committee must also consider among others, the ratio between the cost of terms offered to the relevant director or officeholder and the average and median cost of compensation of the other employees of the company, including those employed through manpower companies, the effect of disparities in salary uponwork relationships in the company, the possibility of reducing variable compensation at the discretion of the board of directors; the possibility of setting a limit on the exercise value of non-cashvariable compensation; and as to severance compensation (in excess of those promulgated by applicable labor law), the period of service of the director or office holder, the terms of his or hercompensation during such service period, the company's performance during that period of service, the person's contribution towards the company's achievement of its goals and themaximization of its profits, and the circumstances under which the person is leaving the company. The compensation policy must also include the link between variable compensation and long-term performance and measurable criteria, the relationship between variable and fixedcompensation, and the upper limit for the value of variable compensation, the conditions under which a director or an office holder would be required to repay compensation paid to him or her if itwas later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company's financial statements, the minimum holding or vestingperiod for variable, equity-based compensation whilst referring to appropriate a long-term perspective based incentives; and maximum limits for severance compensation. - 57 -Once a compensation policy is properly adopted, the Israeli Companies Law requires the compensation policy to be approved by the company's compensation committee, withsubsequent approval of the board of directors. In addition, compensation of the directors and the chief executive officer is also subject to the approval of the shareholders at a general meeting.The approval of the compensation of the chief executive officer that complies with the compensation policy is subject to the same majority requirements as the approval of a transaction between acompany and its controlling shareholder. Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply. The terms ofemployment of the company's directors and executive officers must satisfy the requirements of the compensation policy in respect of matters relating to compensation. Any deviations from thecompensation policy in respect of the compensation of the office holders require the approval of the compensation committee, the board of directors and the shareholders. If the deviation is withrespect to the compensation of the chief executive office then such approval must be made by the majority of the shareholders provided that such majority includes the majority of the votes ofthe non-controlling shareholder and other shareholders who have personal interest in the proposal (unless such personal interest is not related to the controlling shareholder) present and voting(excluding abstention). Such special majority is not required if the number of votes of the non-controlling shareholders and shareholder who do not have personal interest in the proposal asaforesaid is lower than 2% of the aggregate voting rights in the company. Under the Israeli Companies Law, all arrangements as to compensation of office holders who are not directors require the approval of the compensation committee prior, and in addition,to the approval of the board of directors. However, if the Company duly adopts a compensation plan for its office holders, the approval of the board of directors is not required if the newarrangement only modifies an existing arrangement and the compensation committee determines that such modification is not material. Generally, the compensation of the CEO must be approvedby the compensation committee, the board and of directors and by the majority of the shareholders provided that either: (i) such majority includes a majority of the total votes of shareholders whoare not controlling shareholders and do not have a Personal Interest in the approval of the compensation policy and who participate in the voting, in person, by proxy or by written ballot, at themeeting (abstentions not taken into account); or (ii) the total number of votes of shareholders mentioned in (i) above that are voted against the approval of the compensation policy do notrepresent more than 2% of the total voting rights in the company. The compensation of office holders who are directors must be approved by the compensation committee, board of directors andsimple majority vote of the shareholders. External directors of the company are prohibited from receiving, directly or indirectly, any compensation from the company, other than for their services as external directors pursuant tothe provisions and limitations set forth in regulations promulgated under the Israeli Companies Law, which compensation is determined prior to their appointment and may not be changedthroughout the term of their service as external directors (except for certain exceptions set forth in such regulations). Disclosure of Personal Interests of a Controlling Shareholder; Approval of Transactions with Controlling Shareholders Pursuant to the Israeli Companies Law, the disclosure requirements regarding personal interests that apply to directors and executive officers also apply to a controlling shareholder of apublic company. A controlling shareholder is a shareholder who has the ability to direct the activities of a company, but excludes a shareholder whose power derives solely from its position onthe board of directors or any other position at the company. A person is presumed to be a "controlling shareholder" if it holds or controls, by itself or together with others, one half or more of anyone of the "Means of Control" of the company. "Means of Control" is defined as any one of the following: (i) the right to vote at a General Meeting of the company, or (ii) the right to appointdirectors of the company or its chief executive officer. For the purpose of related party translations, under the Israeli Companies Law, a controlling shareholder is also a shareholder who holds25% or more of the voting rights if no other shareholder who holds more than 50% of the voting rights. For this purpose, the holdings of all shareholders who have a personal interest in the sametransaction will be aggregated. Certain shareholders also have a duty of fairness toward the company. These shareholders include any controlling shareholder, together with any shareholder who knows that it has thepower 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 exercise any otherrights available to it under the company's articles of association with respect to the company. The Israeli Companies Law does not define the substance of this duty of fairness, except to statethat the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty of fairness. - 58 -An extraordinary transaction between a public company and a controlling shareholder, or in which a controlling shareholder has a personal interest, including a private placement inwhich the controlling shareholder has a personal interest, and the terms of engagement of the company, directly or indirectly, with a controlling shareholder or a controlling shareholder's relative(including through a corporation controlled by a controlling shareholder), regarding the company's receipt of services from the controlling shareholder, and if such controlling shareholder is alsoan office holder of the company, regarding his or her terms of employment, require the approval of a company's audit committee (or compensation committee with respect to compensationarrangements), board of directors and shareholders, in that order. Such transaction must be elected by a majority vote of the Ordinary Shares present and voting at a shareholders' meeting,provided that either: (i) such majority includes at least a majority of votes held by all shareholders who do not have a personal interest in such transaction, present and voting at such meeting(excluding abstentions); or (ii) the total number of votes of shareholders who do not have a personal interest in such transaction voting against the approval of the transaction, does not exceed2% of the aggregate voting rights in the company. Pursuant to the Israeli Companies Law, the audit committee of the company should determine in connection with such transaction if it requires rendering pursuant to a competitiveprocedure or pursuant to other proceedings. See "Audit Committee" above. To the extent that any such transaction with a controlling shareholder or his relative is for a period extending beyond three years, shareholder approval is required once every threeyears, unless, in respect to certain transactions, the audit committee determines that the longer duration of the transaction is reasonable under the circumstances. Pursuant to regulations promulgated pursuant to the Israeli Companies Law, a transaction with a controlling shareholder that would otherwise require approval of the shareholders isexempt from shareholders' approval if each of the audit committee and the board of directors determine that the transaction meets certain criteria that are set out in specific regulationspromulgated under the Israeli Companies Law. Under these regulations, a shareholder holding at least 1% of the issued share capital of the company may require, within 14 days of the publicationof such determination, that despite such determination by the audit committee and the board of directors, such transaction will require shareholder approval under the same majority requirementsthat otherwise apply to such transactions. The Israeli Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser wouldbecome a 25% or greater shareholder of the company. This rule does not apply if there is already another 25% or greater shareholder of the company. Similarly, the Israeli Companies Law providesthat an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would hold greater than a 45% interest in the company,unless there is another shareholder holding more than a 45% interest in the company. These requirements do not apply if, in general, (i) the acquisition was made in a private placement thatreceived shareholder approval, (ii) was from a 25% or greater shareholder of the company which resulted in the acquirer becoming a 25% or greater shareholder of the company, if there is notalready a 25% or greater shareholder of the company, or (iii) was from a shareholder holding a 45% interest in the company which resulted in the acquirer becoming a holder of a 45% interest inthe company if there is not already a 45% or greater shareholder of the company. If, as a result of an acquisition of shares, the acquirer will hold more than 90% of a public company's outstanding shares or a class of shares, the acquisition must be made by means of atender offer for all of the outstanding shares or a class of shares. If less than 5% of the outstanding shares are not tendered in the tender offer, all the shares that the acquirer offered to purchasewill be transferred to the acquirer. If more than 5% of the outstanding shares are not tendered in the tender offer, then the acquirer may not acquire shares in the tender offer that will cause hisshareholding to exceed 90% of the outstanding shares. The Israeli Companies Law provides for appraisal rights if any shareholder files a request in court within six months following theconsummation of a full tender offer. However, in the event of a full tender offer, the offeror may determine that any shareholder who accepts the offer will not be entitled to appraisal rights. Suchdetermination will be effective only if the offeror or the company has timely published all the information that is required to be published in connection with such full tender offer pursuant to allapplicable laws. - 59 -Exculpation, Indemnification and Insurance of Directors and OfficersExculpation of Office Holders. The Israeli Companies Law provides that an Israeli company cannot exculpate an office holder from liability with respect to a breach of his or her fiduciaryduty. If permitted by its articles of association, a company may exculpate in advance an office holder from his or her liability to the company, in whole or in part, with respect to a breach of his orher duty of care. However, a company may not exculpate in advance a director from his or her liability to the company with respect to a breach of his duty of care in the event of distributions. Office Holders' Insurance. Israeli law provides that a company may, if permitted by its articles of association, enter into a contract to insure its office holders for liabilities incurred by theoffice holder with a respect to an act performed in his or her capacity as an office holder, as a result of: (i) a breach of the office holder's duty of care to the company or another person; (ii) abreach of the office holder's fiduciary duty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that the act would not prejudice the company'sinterests; and (iii) a financial liability imposed upon the office holder in favor of another person. Indemnification of Office Holders. Under Israeli law a company may, if permitted by its articles of association, indemnify an office holder for acts performed by the office holder in suchcapacity for (i) a monetary liability imposed upon the office holder in favor of another person by any court judgment, including a settlement or an arbitration award approved by a court; (ii)reasonable litigation expenses, including attorney's fees, actually incurred by the office holder as a result of an investigation or proceeding instituted against him by a competent authority,provided that such investigation or proceeding concluded without the filing of an indictment against the office holder or the imposition of any monetary liability in lieu of criminal proceedings, orconcluded without the filing of an indictment against the office holder and a monetary liability was imposed on him or her in lieu of criminal proceedings with respect to a criminal offense thatdoes not require proof of criminal intent; and (iii) reasonable litigation expenses, including attorneys' fees, actually incurred by the office holder or imposed upon the office holder by a court: in anaction, suit or proceeding brought against the office holder by or on behalf of the company or another person, or in connection with a criminal action in which the office holder was acquitted, orin connection with a criminal action in which the office holder was convicted of a criminal offence that does not require proof of criminal intent. Israeli law provides that a company's articles of association may permit the company to (a) indemnify an office holder retroactively, following a determination to this effect made by thecompany after the occurrence of the event in respect of which the office holder will be indemnified; and (b) undertake in advance to indemnify an office holder, except that with respect to amonetary liability imposed on the office holder by any judgment, settlement or court-approved arbitration award, the undertaking must be limited to types of occurrences, which, in the opinion ofthe company's board of directors, are, at the time of the undertaking, foreseeable due to the company's activities and to an amount or standard that the board of directors has determined isreasonable under the circumstances. Limitations on Exculpation, Insurance and Indemnification. The Israeli Companies Law provides that neither a provision of the articles of association permitting the company to enterinto a contract to insure the liability of an office holder, nor a provision in the articles of association or a resolution of the board of directors permitting the indemnification of an office holder, nor aprovision in the articles of association exculpating an office holder from duty to the company shall be valid, where such insurance, indemnification or exculpation relates to any of the following: (i)a breach by the office holder of his fiduciary duty unless, with respect to insurance coverage or indemnification, the office holder acted in good faith and had a reasonable basis to believe that theact would not prejudice the company; (ii) a breach by the office holder of his duty of care if such breach was committed intentionally or recklessly, unless the breach was committed onlynegligently; (iii) any act or omission done with the intent to unlawfully yield a personal benefit; or (iv) any fine or forfeiture imposed on the office holder. Pursuant to the Israeli Companies Law, exculpation of, procurement of insurance coverage for, and an undertaking to indemnify or indemnification of, our office holders must be approvedby our audit committee and board of directors and, if the office holder is a director, also by our shareholders. Our articles of association allow us to insure, indemnify and exempt our office holders to the fullest extent permitted by Israeli law. We maintain a directors' and officers' liability insurancepolicy with a per claim and aggregate coverage limit of $20 million, including legal costs incurred in Israel. In addition, our audit committee, board of directors and shareholders resolved toindemnify our office holders, pursuant to a standard indemnification agreement that provides for indemnification of an office holder in an amount up to $5 million. To date, we have providedletters of indemnification to all of our officers and directors. - 60 -D. Employees As of December 31, 2016, we employed 406 full-time employees, of whom 50 were employed in general management and administration, 81 were employed in selling and marketing, 21were employed in production management, 182 were employed in production, installation and maintenance, and 72 were employed in engineering and research and development. Of such full-timeemployees, 128 were located in Israel, 29 were in the United States, 133 were in Canada and 116 were in various other countries. As of December 31, 2015, we employed 328 full-time employees, of whom 48 were employed in general management and administration, 50 were employed in selling and marketing, 17were employed in production management, 146 were employed in production, installation and maintenance, and 67 were employed in engineering and research and development. Of such full-timeemployees, 145 were located in Israel, 29 were in the United States, 75 were in Canada and 79 were in various other countries. As of December 31, 2014, we employed 328 full-time employees, of whom 52 were employed in general management and administration, 55 were employed in selling and marketing, 17were employed in production management, 151 were employed in production, installation and maintenance, and 53 were employed in engineering and research and development. Of such full-timeemployees, 143 were located in Israel, 26 were in the United States, 80 were in Canada and 79 were in various other countries. Our relationships with our employees in Israel are governed by Israeli labor legislation and regulations, extension orders of the Israeli Ministry of Labor and personal employmentagreements. We are subject to various Israeli labor laws, collective bargaining agreements entered into from time to time between the Manufacturers Association and the New General Federationof Workers (the Histadrut), as well as collective bargaining arrangements. Such laws, agreements and arrangements cover a wide range of areas, including minimum employment standards, suchas working hours, minimum wages, vacation, procedures for dismissing employees, severance pay and pension plans and special issues, such as equal pay for equal work, equal opportunity inemployment and employment of youth and army veterans. Israeli law requires severance pay upon certain circumstances, including upon the retirement or death of an employee or termination ofemployment without due cause. Furthermore, Israeli employees and employers are required to pay predetermined sums to the National Insurance Institute, which is similar to the U.S. SocialSecurity Administration, which amounts also include payments for national health insurance. In addition, certain of our employees are parties to individual employment agreements. We generallyprovide our employees with benefits and working conditions beyond the required minimums. Each of our subsidiaries provides a benefits package and working conditions which we believe arecompetitive with other companies in their field of operations. - 61 -E. Share Ownership. The following table sets forth certain information regarding the ownership of our ordinary shares by our directors and executive officers as of March 27, 2017. Name Number ofOrdinary SharesOwned (1) Percentage ofOutstandingOrdinary Shares (2) Gillon Beck - - Barry Stiefel 40,001 * Liza Singer - - Jacob Berman 13,750 * Ron Ben-Haim - - Avraham Bigger - - Moshe Tsabari - - Saar Koursh (3) 50,000 * Yaacov Vinokur - - Brian Rich (4) 12,500 - Doron Kerbel - - Yaniv Shachar - - Jeremy Weese - - James Quick - - Carlos Garcia Almeida (5) 20,076 - Marc Holtenhoff - - Gord Loney 100 * All directors and executive officers as a group (17 persons) _______________* Less than 1%(1)Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Ordinary shares relating to optionsor convertible debenture notes currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding suchsecurities but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, the persons named in the table above have sole voting andinvestment power with respect to all shares shown as beneficially owned by them. (2)The percentages shown are based on 22,921,848 ordinary shares issued and outstanding as of March 27, 2017. (3)Includes 50,000 ordinary shares issuable upon the exercise of currently exercisable options. (4)Includes 12,500 ordinary shares issuable upon the exercise of currently exercisable options. (5)Includes 20,076 ordinary shares issuable upon the exercise of currently exercisable options. - 62 - Share Option Plans 2003 Israeli Share Option Plan On October 27, 2003, our board of directors adopted our 2003 Israeli Share Option Plan, or the 2003 Plan, which was approved by our shareholders in July 2004. Under the 2003 Plan,stock options could be granted to our employees, directors, officers and consultants, in accordance with the decision of our board of directors. Our board of directors had the authority todetermine the vesting schedule of such options and the exercise price. Under the 2003 Plan, unless determined otherwise by the Board, no option may be exercised before the second anniversaryof the date on which it was granted. Pursuant to the 2003 Plan, any options that are cancelled or not exercised within the option period will become available for future grants. Our board ofdirectors has elected to allot options to Israeli employees under Israel's capital gain tax treatment. Pursuant to the provisions of the 2003 Plan, if we issue a stock dividend, the number of sharespurchasable by any grantee upon the exercise of options that were granted prior to the issuance of the stock dividend will be correspondingly increased. In August 2008, our shareholdersapproved an amendment to the 2003 Plan, pursuant to which the number of ordinary shares available for issuance under the 2003 Plan was increased by 1,000,000 shares. In addition, the term ofthe 2003 Plan was extended from October 2013 to October 2018. Following the adoption of our 2010 Israeli Share Option Plan in June 2010, no additional options were granted under the 2003 Plan.As of December 31, 2016, options to purchase 20,000 ordinary shares were outstanding under the 2003 Plan, exercisable at an average exercise price of $3.53 per share. Options to purchase 35,000Ordinary shares under the 2003 Plan were exercised during 2016. 2010 Israeli Share Option Plan In June 2010, we adopted our 2010 Israeli Share Option Plan, or the 2010 Plan. Under the 2010 Plan, stock options to purchase 510,575 ordinary shares may be granted to our employees,officers, directors and consultants of our company and subsidiaries. In addition, an aggregate 498,384 ordinary shares that remained available for future option grants under the 2003 Plan andany ordinary shares that become available in the future under the 2003 Plan as a result of expiration, cancellation or relinquishment of any option were rolled over to the 2010 Plan. In June 2013,our shareholders approved an increase to the number of ordinary shares available for issuance under the 2010 Plan by additional 500,000 shares. The 2010 Plan has a term of ten years. The 2010 Plan is designed to allow the grantees to benefit from the tax benefits under Section 102 of the Israeli Income Tax Ordinance [New Version], 1961. Our Board of Directors hasresolved that all options that will be granted to Israeli residents under the 2010 Plan will be taxable under the "capital gains route." Pursuant to this route, the profit realized by an employee istaxed as a capital gain (25%) if the options or underlying shares are held by a trustee for at least 24 months from their date of the grant or issuance. Any difference between the exercise price ofthe options and the average price of the company's shares during the 30 trading days before the date of grant of the options will be treated as ordinary income and will be taxed according to theemployee's marginal tax rates plus social contribution. If the underlying shares are sold before the elapse of such period, the profit is re-characterized as ordinary income. As of December 31,2016, options to purchase 572,576 ordinary shares were outstanding under the 2010 Plan, exercisable at an average exercise price of $4.64 per share. Options to purchase 201,000 ordinary shareswere awarded under the 2010 Plan during 2016. Options to purchase 290,090 ordinary shares under the 2010 Plan were exercised during 2016. - 63 -Name Number ofOrdinary SharesBeneficially Owned (1) Percentage ofOutstandingOrdinary Shares (2) FIMI Opportunity Five (Delaware), Limited Partnership (3) 4,646,924 20.3%FIMI Israel Opportunity Five, Limited Partnership (3) 5,207,235 22.7%Grace & White, Inc. (4). 1,569,833 6.8%ITEM 7.Major Shareholders and Related Party Transactions A. Major Shareholders The following table sets forth certain information as of March 27, 2017 regarding the beneficial ownership of our ordinary shares, by each person or entity known to us to ownbeneficially 5% or more of our ordinary shares. ____________________ (1)Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Ordinary shares relating tooptions or convertible notes currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holdingsuch securities but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, the persons named in the table above have solevoting and investment power with respect to all shares shown as beneficially owned by them. (2)The percentages shown are based on 22,921,848 ordinary shares issued and outstanding as of March 27, 2017. (3)Based on Schedule 13D/A filed with the SEC on October 11, 2016 and other information available to us. The address of FIMI Opportunity Five (Delaware), Limited Partnership andFIMI Israel Opportunity Five, Limited Partnership is c/o FIMI FIVE 2012 Ltd., Electra Tower, 98 Yigal Alon St., Tel-Aviv 6789141, Israel. (4)Based solely upon, and qualified in its entirety with reference to, a Schedule 13G/A filed with the SEC on February 7, 2017. The Schedule 13G/A indicates that Grace & White, Inc. isa registered investment adviser. The address of Grace & White, Inc. is 515 Madison Avenue, Suite 1700, New York, NY 10022. Significant Changes in the Ownership of Major Shareholders On August 7, 2014 FIMI Five 2012 Ltd., FIMI Opportunity Five (Delaware), Limited Partnership and FIMI Israel Opportunity Five, Limited Partnership, or the FIMI Partnerships, filed aSchedule 13D reflecting beneficial ownership of 6,461,290 ordinary shares, or 39.4%, of our issued and outstanding ordinary shares. On October 11, 2016 the FIMI Partnerships filed a Schedule13D/A reflecting beneficial ownership of 9,854,159 ordinary shares, or 43%, of our issued and outstanding ordinary shares, as of such date. On February 3, 2015, Grace & White, Inc. filed an amendment to its Schedule 13G, on Schedule 13G/A, reflecting beneficial ownership of 1,087,912 ordinary shares or 6.69%, of our issuedand outstanding ordinary shares. On February 4, 2016, Grace & White, Inc. filed an amendment to its Schedule 13G, on Schedule 13G/A, reflecting beneficial ownership of 1,177,563, or 7.2%, ofour issued and outstanding ordinary shares as of March 27, 2016. On February 7, 2017, Grace & White, Inc. filed an amendment to its Schedule 13G, on Schedule 13G/A, reflecting beneficialownership of 1,569,833, or 6.8%, of our issued and outstanding ordinary shares as of such date. - 64 -Major Shareholders Voting Rights The voting rights of our major shareholders do not differ from the voting rights of other holders of our ordinary shares. Record Holders Based on a review of the information provided to us by our transfer agent, as of March 23, 2017, there were 30 holders of record of our ordinary shares, of which 27 record holdersholding approximately 91.14% of our ordinary shares had registered addresses in the United States. These numbers are not representative of the number of beneficial holders of our shares nor isit representative of where such beneficial holders reside since many of these ordinary shares were held of record by brokers or other nominees, including CEDE & Co., the nominee for theDepositary Trust Company (the central depositary for the U.S. brokerage community), which held approximately 91.05% of our outstanding ordinary shares as of such date. B. Related Party Transactions. In October 2016, we completed a rights offering in which we received gross proceeds of approximately $23.8 million from the sale of 6,170,386 ordinary shares. In the rights offering, wedistributed to each of our shareholders one subscription right for each eight ordinary shares held by such holder. Our controlling shareholders, FIMI V Funds, purchased 3,392,870 ordinaryshares including through an exercise of over-subscription rights for a total subscription price of $ 13,096,478.20. C. Interests of Experts and Counsel. Not applicable. ITEM 8.Financial Information A. Consolidated Statements and Other Financial Information. Consolidated Financial Statements See the consolidated financial statements included under Item 18, "Financial Statements." Export Sales In the years ended December 31, 2014, 2015 and 2016, our operations based outside of Israel generated income to customers outside of Israel of approximately $42.8 million, $42.8 millionand $48.2 million, respectively, or 55.1%, 67.2% and 71.1% of our total revenues, respectively. In the years ended December 31, 2014, 2015 and 2016, the total amount of our export revenuesgenerated by our Israeli facilities to countries outside of Israel was approximately $18.3 million, $8.5 million and $10.9 million, respectively, or 23.6%, 13.3% and 16.1%, of our total revenues,respectively. Legal Proceedings On January 11, 2017, we were requested by one of our foreign customers to settle an alleged debt following a post clearance audit performed by the customer's local revenue authority inrelation to the customer's operations. We received the post clearance audit findings in March 2017 and believe that the local revenue authority's findings, as well as the customer's request areerroneous. Based on the preliminary review by our internal legal counsel, we believe that this matter will not have a material adverse effect on our financial position or results of operations. We are subject to legal proceedings arising in the normal course of business. Based on the advice of our legal counsel, management believes that these proceedings will not have amaterial adverse effect on our financial position or results of operations. - 65 - NASDAQ Global Market High Low 2012 $5.68 $3.26 2013 $4.93 $3.16 2014 $5.87 $3.38 2015 $5.80 $4.01 2016 $6.02 $4.06 Dividend Distribution Policy We currently intend to retain future earnings for use in our business and do not anticipate paying cash dividends on our ordinary shares in the foreseeable future. Future dividenddistributions are subject to the discretion of our board of directors and will depend on a number of factors, including our operating results, future capital resources available for distribution,capital requirements, financial condition, the tax implications of dividend distributions on our income, future prospects and any other factors our board of directors may deem relevant. The distribution of dividends also may be limited by Israeli law, which permits the distribution of dividends only out of profits (as defined by the Israeli Companies Law) or otherwiseupon the permission of the court, and only if the Board of Directors determines that such distribution will not jeopardize the ability of the company to repay its debts on the due date thereof. "Profits'' are defined in the Israeli Companies Law as the balance of surpluses, or the surpluses accumulated over the past two years, whichever is the greater, in accordance with the latestadjusted financial statements, audited or reviewed, prepared by the company, provided that the date in respect of which the statements were prepared is no earlier than six months prior to the dateof distribution. ''Surplus'' means sums included in a company's shareholders' equity originating from the net profit of the company, as determined according to generally accepted accountingprinciples, and sums other than share capital or premiums that are included in shareholders' equity under generally accepted accounting principles and that the Minister of Justice has prescribedto be considered surplus. B. Significant Changes. Since the date of the annual consolidated financial statements included in this annual report, no significant changes have occurred. ITEM 9.The Offer and Listing A. Offer and Listing Details. Annual Stock Information The following table sets forth, for each of the years indicated, the high and low market prices of our ordinary shares on the NASDAQ Global Market. - 66 - NASDAQ Global Market High Low 2014 First Quarter $4.32 $3.56 Second Quarter $4.08 $3.38 Third Quarter $5.51 $3.43 Fourth Quarter $5.87 $3.77 2015 First Quarter $5.80 $4.71 Second Quarter $5.37 $4.31 Third Quarter $4.50 $4.01 Fourth Quarter $5.08 $4.08 2016 First Quarter $4.97 $4.06 Second Quarter $5.00 $4.49 Third Quarter $5.48 $4.22 Fourth Quarter $6.02 $4.15 2017 First Quarter (through March 27, 2017) $7.53 $5.25 Quarterly Stock Information The following table sets forth, for each of the full financial quarters in the years indicated and any subsequent period, the high and low market prices of our ordinary shares on theNASDAQ Global Market: Monthly Stock Information The following table sets forth, for each of the most recent six months, the high and low market prices of our ordinary shares on the NASDAQ Global Market: NASDAQ Global Market High Low October 2016 $4.63 $4.15 November 2016 $6.02 $4.41 December 2016 $5.84 $4.96 January 2017 $7.13 $5.25 February 2017 $7.41 $6.33 March 2017 (through March 27, 2017) $7.53 $6.26 B. Plan of Distribution. Not applicable. C. Markets. Our ordinary shares have traded on the NASDAQ Global Market under the symbol "MAGS" since our initial public offering in 1993. Our ordinary shares also traded on the TASE fromJuly 1, 2001 to November 30, 2011. D. Selling Shareholders. Not applicable. - 67 -E. Dilution. Not applicable. F. Expenses of the Issue. Not applicable. ITEM 10.Additional Information A. Share Capital. Not applicable. B. Memorandum and Articles of Association. Purposes and Objects of the Company We are a public company registered with the Israeli Companies Registrar and have been assigned company number 52‑003892‑8. Under our memorandum of association, we wereestablished for the purposes of acquiring a plant from Israel Aircraft Industries known as the Magal Plant, which was engaged in the development, manufacture, sale and support of alarm devicesand dealing in the development, manufacturing and support of security alarm devices and other similar products. In addition, the purpose of our Company is to be eligible to perform and act inconnection with any right or obligation of whatever kind or nature permissible under Israeli law. Board of Directors The strategic management of our business (as distinguished from the daily management of our business affairs) is vested in our board of directors, which may exercise all such powersand do all such acts as our company is authorized to exercise and do, and which are not required to be exercised by a resolution of the general meeting of our shareholders. The board of directorsmay, subject to the provisions of the Israeli Companies Law, delegate some of its powers to committees, each consisting of one or more directors, provided that at least one member of suchcommittee is an external director. According to the Israeli Companies Law, we may stipulate in our articles of association that the general meeting of shareholders is authorized to assume the responsibilities of the boardof directors. In the event the board of directors is unable to act or exercise its powers, the general meeting of shareholders is authorized to exercise the powers of the board of directors, even ifthe articles of association do not stipulate so. Our board of directors has the power to assume the responsibilities of our chief executive officer if he is unable to act or exercise his powers or if hefails to fulfill the instructions of the board of directors with respect to a specific matter. Our articles of association do not impose any mandatory retirement or age limit requirements on our directors and our directors are not required to own shares in our company in order toqualify to serve as directors. The authority of our directors to enter into borrowing arrangements on our behalf is not limited, except in the same manner as any other transaction by us. For a discussion of Israeli law concerning a director's fiduciary duties and the approval of transactions with office holders, see Item 6.C. "Directors, Senior Management and Employees –Board Practices – Approval of Related Party Transactions under Israeli Law." Rights Attached to Shares Our authorized share capital consists of NIS 39,748,000 ordinary shares, par value NIS 1.00 each. All our ordinary shares have the same rights, preferences and restrictions, some ofwhich are detailed below. At the general meeting of shareholders, our shareholders may, subject to certain provisions detailed below, create different classes of shares, each class bearingdifferent rights, preferences and restrictions. - 68 -The rights attached to the ordinary shares are as follows: Dividend Rights. Holders of ordinary shares are entitled to participate in the payment of dividends in accordance with the amounts paid‑up or credited as paid up on the nominal valueof such ordinary shares at the time of payment (without taking into account any premium paid thereon). However, under Article 13 of our articles of association no shareholder will be entitled toreceive any dividends until the shareholder has paid all calls then currently due and payable on each ordinary share held by such shareholder. The board of directors may declare interim dividends and propose the final dividend with respect to any fiscal year only out of the retained earnings, in accordance with the provisions ofthe Israeli Companies Law. Declaration of a final dividend requires the approval by ordinary resolution of our shareholders at a general meeting of shareholders. Such resolution may reduce butnot increase the dividend amount recommended by the board of directors. Dividends may be paid, in whole or in part, by way of distribution of dividends in kind. See "Item 8A. FinancialInformation – Consolidated Statements and Other Financial Information – Dividend Distributions Policy." Voting Rights. Holders of ordinary shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Such voting rights may be affected bythe grant of any special voting rights to the holders of a class of shares with preferential rights that may be authorized in the future. Generally, resolutions are adopted at the general meeting of shareholders by an ordinary resolution, unless the Israeli Companies Law or our articles of association require anextraordinary resolution. An ordinary resolution, such as a resolution approving the declaration of dividends or the appointment of auditors, requires approval by the holders of a simple majorityof the shares represented at the meeting, in person or by proxy, and voting on the matter. An extraordinary resolution requires approval by the holders of at least 75% of the shares represented atthe meeting, in person or by proxy, and voting on the matter. The primary resolutions required to be adopted by an extraordinary resolution of the general meeting of shareholders are resolutionsto: ·amend the memorandum of association or articles of association; ·change the share capital, for example by increasing or canceling the authorized share capital or modifying the rights attached to shares; and ·approve mergers, consolidations or winding up of our company. Our articles of association do not contain any provisions regarding a classified board of directors or cumulative voting for the election of directors. Pursuant to our articles ofassociation, our directors (except the external directors) are elected at our annual general meeting of shareholders by a vote of the holders of a majority of the voting power represented and votingat such meeting and hold office until the next annual general meeting of shareholders and until their successors have been elected. All the members of our board of directors (except the externaldirectors) may be reelected upon completion of their term of office. For information regarding the election of external directors, see "Item 6C. Directors, Senior Management and Employees –Directors and Senior Management – Board Practices – External and Independent Directors – External Directors." Rights to Share in the Company's Profits. Our shareholders have the right to share in our profits distributed as a dividend or any other permitted distributions. See this Item 10B."Additional Information – Memorandum and Articles of Association – Rights Attached to Shares – Dividend Rights." Liquidation Rights. Article 111 of our articles of association provides that upon any liquidation, dissolution or winding-up of our company, our remaining assets shall be distributedpro-rata to our ordinary shareholders. Redemption. Under Article 38 of our articles of association, we may issue redeemable stock and redeem the same. Capital Calls. Under our memorandum of association and the Israeli Companies Law, the liability of our shareholders is limited to the par value of the shares held by them. Substantial limitations on shareholders. See Item 6.C. "Directors, Senior Management and Employees‑Board Practices–Approval of Related Party Transactions." - 69 -Modifications of Share Rights The rights attached to a class of shares may be altered by an extraordinary resolution of the general meeting of shareholders, provided the holders of 75% of the issued shares of thatclass approve such change by the adoption of an extraordinary resolution at a separate meeting of such class, subject to the terms of such class. The provisions of the articles of associationpertaining to general meetings of shareholders also apply to a separate meeting of a class of shareholders. Shares which confer preferential or subordinate rights relating to, among other things,dividends, voting, and payment of capital may be created only by an extraordinary resolution of the general meeting of shareholders. General Meetings of Shareholders Under the Israeli Companies Law a company must convene an annual meeting of shareholders at least once every calendar year and within 15 months of the last annual meeting. Depending on the matter to be voted upon, notice of at least 21 days or 35 days prior to the date of the meeting is required. Our board of directors may, in its discretion, convene additionalmeetings as "special general meetings." In addition, the board must convene a special general meeting upon the demand of two of the directors, 25% of the nominated directors, one or moreshareholders having at least 5% of the outstanding share capital and at least 1% of the voting power in the company, or one or more shareholders having at least 5% of the voting power in thecompany. See this Item 10B. "Additional Information – Memorandum and Articles of Association – Rights Attached to Shares – Voting Rights." A shareholder present, in person or by proxy, at the commencement of a general meeting of shareholders may not seek the cancellation of any proceedings or resolutions adopted at suchgeneral meeting of shareholders on account of any defect in the notice of such meeting relating to the time or the place thereof. Shareholders who are registered in our register of shareholders atthe record date may vote at the general meeting of shareholders. The record date is set in the resolution to convene the general meeting of shareholders, provided, however, that such record datemust be between 14 to 21 days or, in the event of a vote by ballots, between 28 to 40 days prior the date the general meeting of shareholders is held. The quorum required for a general meeting of shareholders consists of at least two record shareholders, present in person or by proxy, who hold, in the aggregate, at least one third of thevoting power of our outstanding shares. A general meeting of shareholders will be adjourned for lack of a quorum after half an hour from the time appointed for such meeting to the same day inthe following week at the same time and place or any other time and place as the board of directors designates in a notice to the shareholders. At such reconvened meeting, if a quorum is notpresent within half an hour from the time appointed for such meeting, two or more shareholders, present in person or by proxy, will constitute a quorum. The only business that may beconsidered at an adjourned general meeting of shareholders is the business that might have been lawfully considered at the general meeting of shareholders originally convened and the onlyresolutions that may be adopted are the resolutions that could have been adopted at the general meeting of shareholders originally convened. Limitations on the Right to Own Our Securities Neither our memorandum or articles of association nor the laws of the State of Israel restrict in any way the ownership or voting of our ordinary shares by non-residents, except that thelaws of the State of Israel may restrict the ownership of ordinary shares by residents of countries that are in a state of war with Israel. Provisions Restricting a Change in Control of Our Company The Israeli Companies Law requires that mergers between Israeli companies be approved by the board of directors and general meeting of shareholders of both parties to the transaction. The approval of the board of directors of both companies is subject to such boards' confirmation that there is no reasonable doubt that after the merger the surviving company will be able tofulfill its obligations towards its creditors. Each company must notify its creditors about the contemplated merger. Under our articles of association, such merger must be approved by aresolution of the shareholders, as explained above. The approval of the merger by the general meetings of shareholders of the companies is also subject to additional approval requirements asspecified in the Israeli Companies Law and regulations promulgated thereunder. For purposes of the shareholders' approval, the merger shall not be deemed as granted unless the courtdetermines otherwise, if it is not supported by the 75% of the shares represented and voting at the general meeting, provided that such majority includes a simple majority of the non-interestedshareholders. See also Item 6C. "Directors, Senior Management and Employees – Board Practices – Approval of Related Party Transactions under Israeli Law." - 70 -The Israeli Companies Law also provides that an acquisition of shares of a public company must be made by means of a special tender offer if as a result of the acquisition the purchaserwould become a 25% or greater shareholder of the company and there is no existing 25% or greater shareholder in the company. An acquisition of shares of a public company must also be madeby means of a tender offer if as a result of the acquisition the purchaser would become a 45% or greater shareholder of the company and there is no existing 45% or greater shareholder in thecompany. These requirements do not apply if the acquisition (i) was made through a private placement that received shareholder approval, (ii) was from a 25% shareholder of the company andresulted in the acquirer becoming a 25% shareholder of the company or (iii) was from a 45% shareholder of the company and resulted in the acquirer becoming a 45% shareholder of the company. The special tender offer must be extended to all shareholders but, the offer may include explicit limitations allowing the offeror not to purchase shares representing more than 5% of the votingpower attached to the company's outstanding shares, regardless of how many shares are tendered by shareholders. The special tender offer may be effected only if (i) at least 5% of the votingpower attached to the company's outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to theoffer. If, as a result of an acquisition of shares, the acquirer will hold more than 90% of the outstanding shares, the acquisition must be made by means of a tender offer for the entireoutstanding shares. In such event, if less than 5% of the outstanding shares are not tendered in the tender offer, all the shares of the company will be deemed as tendered and sold. However, ifmore than 5% of the outstanding shares are not tendered in the tender offer, then the acquirer may not acquire any shares at all. The law provides for appraisal allowing any shareholder to file amotion to the court within six months following the consummation of a full tender offer. However, in the event of a full tender offer, the offer or may determine that any shareholder who acceptsthe offer will not be entitled to appraisal rights. Such determination shall be effective only if the offeror or the company has timely published all the information that is required to be published inconnection with such full tender offer pursuant to all applicable laws. In addition, the purchase of 25% or more of the outstanding share capital of a company or the purchase of substantial assets of a company requires, under certain conditions, theapproval of the Restrictive Practices Authority. Furthermore if the target company has received tax incentives of grants from the Office of the Chief Scientist, changes in ownership may requirealso the approval of the tax authorities or the Office of the Chief Scientist, as applicable. Finally, in general, Israeli tax law treats stock-for-stock acquisitions less favorably than does U.S. tax law. Israeli tax law has been amended to provide for tax deferral in specifiedacquisitions, including transactions where the consideration for the sale of shares is the receipt of shares of the acquiring company. Nevertheless, Israeli tax law may subject a shareholder whoexchanges his ordinary shares for shares in a foreign corporation to immediate taxation or to taxation before his investment in the foreign corporation becomes liquid, although in the case ofshares of a foreign corporation that are traded on a stock exchange, the tax may be postponed subject to certain conditions. C. Material Contracts. In April 2016, Senstar, our fully owned Canadian subsidiary, acquired Aimetis, a Canadian-based company headquartered in Waterloo, Ontario, which specializes in intelligent IP videomanagement systems (VMS). We paid approximately CAD $19.8 million in cash (including CAD $1.1 million placed in escrow to secure potential indemnity obligations and up to an additionalCAD $1.1 million payable in cash, subject to achievement of future performance milestones based on fiscal year 2016 revenues). This summary is qualified in its entirety by the text of theagreement, which is an exhibit to this Annual Report. D. Exchange Controls. Israeli law and regulations do not impose any material foreign exchange restrictions on non‑Israeli holders of our ordinary shares. Non-residents of Israel who purchase our ordinaryshares will be able to convert dividends, if any, thereon, and any amounts payable upon our dissolution, liquidation or winding up, as well as the proceeds of any sale in Israel of our ordinaryshares to an Israeli resident, into freely repatriable dollars, at the exchange rate prevailing at the time of conversion, provided that the Israeli income tax has been withheld (or paid) with respect tosuch amounts or an exemption has been obtained. - 71 -E. Taxation. The following is a discussion of Israeli and United States tax consequences material to us and to our shareholders. To the extent that the discussion is based on new tax legislationwhich has not been subject to judicial or administrative interpretation, the views expressed in the discussion might not be accepted by the tax authorities in question. The discussion is notintended, and should not be construed, as legal or professional tax advice and does not exhaust all possible tax considerations. Holders of our ordinary shares should consult their own tax advisors as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition of ordinaryshares, including, in particular, the effect of any foreign, state or local taxes. Israeli Tax Considerations The following is a summary of the material Israeli tax laws applicable to us, and some Israeli Government programs benefiting us. This section also contains a discussion of materialIsraeli tax consequences concerning the ownership of and disposition of our ordinary shares. This summary does not discuss all the acts of Israeli tax law that may be relevant to a particularinvestor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of this kind of investor include residents ofIsrael or traders in securities who are subject to special tax regimes not covered in this discussion. Since some parts of this discussion are based on new tax legislation that has not yet beensubject 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 should not be construed as legal or professional tax advice and does not cover all possible tax considerations. Potential investors are urged to consult their owntax advisors as to the Israeli or other tax consequences of the purchase, ownership and disposition of our ordinary shares, including in particular, the effect of any foreign, state or local taxes. General Corporate Tax Structure Generally, Israeli companies are subject to "Corporate Tax" on their taxable income at the rate of 26.5% for the 2014 and 2015 tax years and 25% for the 2016 tax year. Israeli Transfer Pricing Regulations On November 29, 2006, Income Tax Regulations (Determination of Market Terms), 2006, promulgated under Section 85A of the Israeli Tax Ordinance, came into effect, or the TP Regs. Section 85A of the Tax Ordinance and the TP Regs generally require that all cross-border transactions carried out between related parties be conducted on an arm's length principle basis and willbe taxed accordingly. The TP Regs are not expected to have a material effect on us. Tax Benefits for Research and Development Israeli tax law allows, under specified conditions, a tax deduction for expenditures, including capital expenditures, in the year incurred relating to scientific research and developmentprojects, if the expenditures are approved by the relevant Israeli Government ministry, determined by the field of research, and the research and development is for the promotion of the companyand is carried out by or on behalf of the company seeking such deduction. However, the amount of such deductible expenses shall be reduced by the sum of any funds received throughgovernment grants for the finance of such scientific research and development projects. Expenditures that were not approved (as described above) are deductible over a three-year period. - 72 -Encouragement of Capital Investments Law, 1959 2005 Amendment to the Investments Law An amendment to the Investments Law, which was published on April 1, 2005, or the Amendment, has changed certain provisions of the Investments Law. As a result of theAmendment, a company is no longer obliged to acquire approved enterprise status in order to receive the tax benefits previously available under the alternative benefits provisions, and thereforegenerally there is no need to apply to the Investment Center for this purpose (approved enterprise status remains mandatory for companies seeking grants). Rather, a company may claim the taxbenefits offered by the Investments Law directly in its tax returns, provided that its facilities meet the criteria for tax benefits set out by the Amendment. A company is also granted a right toapproach the Israeli Tax Authority for a pre-ruling regarding their eligibility for benefits under the Amendment. Tax benefits are available under the Amendment to production facilities (or other eligible facilities), which are generally required to derive more than 25% of their business income fromexport, referred to as a "Benefited Enterprise." In order to receive the tax benefits, the Amendment states that the company must make an investment in the Benefited Enterprise exceeding acertain percentage or a minimum amount specified in the Investments Law. Such investment may be made over a period of no more than three years ending at the end of the year in which thecompany requested to have the tax benefits apply to the Benefited Enterprise, referred to as the Year of Election. Where the company requests to have the tax benefits apply to an expansion ofexisting facilities, then only the expansion will be considered a Benefited Enterprise and the company's effective tax rate will be the result of a weighted combination of the applicable rates. In thiscase, the minimum investment required in order to qualify as a Benefited Enterprise is required to exceed a certain percentage or a minimum amount of the company's production assets before theexpansion. The duration of tax benefits is subject to a limitation of the earlier of seven to ten years from the commencement year, or 12 years from the first day of the Year of Election. The taxbenefits granted to a Benefited Enterprise are determined, as applicable to its geographic location within Israel, according to one of the following new tax routes, which may be applicable to us: ·Similar to the currently available alternative route, exemption from corporate tax on undistributed income for a period of two to ten years, depending on the geographic location of theBenefited Enterprise within Israel, and a reduced corporate tax rate of 10% to 25% for the remainder of the benefits period, depending on the level of foreign investment in each year. Benefits may be granted for a term of seven to ten years, depending on the level of foreign investment in the company. If the company pays a dividend out of income derived fromthe Benefited Enterprise during the tax exemption period, such income will be subject to corporate tax at the applicable rate (10%-25%) with respect to the gross amount of dividenddistributed. The company is required to withhold tax at the source at a rate of 15% from any dividends distributed from income derived from the Benefited Enterprise; and ·A special tax route, which enables companies owning facilities in certain geographical locations in Israel to pay corporate tax at the rate of 11.5% on income of the BenefitedEnterprise. The benefits period is ten years. Upon payment of dividends, the company is required to withhold tax at source at a rate of 15% for Israeli residents and at a rate of 4%for foreign residents. Generally, a company that is "Abundant in Foreign Investment," as defined in the Investments Law, is entitled to an extension of the benefits period by an additional five years,depending on the rate of its income that is derived in foreign currency. The Amendment changes the definition of "foreign investment" in the Investments Law so that the definition now requires a minimal investment of NIS 5 million by foreign investors. Furthermore, such definition now also includes the purchase of shares of a company from another shareholder, provided that the company's outstanding and paid-up share capital exceeds NIS 5million. Such changes to the aforementioned definition are retroactive from 2003. - 73 -The Amendment applies to approved enterprise programs in which the year of election under the Investments Law is 2004 or later, unless such programs received "Approved Enterprise"approval from the Investment Center on or prior to December 31, 2004, in which case the Amendment provides that terms and benefits included in any certificate of approval already granted willremain subject to the provisions of the Investments Law as they were on the date of such approval. Should we elect to utilize tax benefits under the Amendment to the Investments Law, any such tax exempt profits might be subject to future taxation on the corporate level upondistribution to shareholders by a way of dividend or liquidation. Accordingly, we may be required to recognize deferred tax liability with respect to such tax exempt profits. In March 2007, we received a pre-ruling from the Israeli Tax Authority for our request for a Beneficiary Enterprise for the elected tax year 2005 ("the 2005 program"), regarding eligibilityfor benefits under the Amendment. We have not obtained any tax benefits from this program. The benefit period of this program terminated on December 31, 2016. Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 68): An additional amendment to the Investment Law became effective in January 2011, or the 2011 Amendment. Under the 2011 Amendment, income derived by 'Preferred Companies' from'Preferred Enterprises' (both as defined in the 2011 Amendment) would be subject to a uniform rate of corporate tax as opposed to the incentives prior to the 2011 Amendment that were limited toincome from Approved or Benefiting Enterprises during their benefits period. According to the 2011 Amendment, the uniform tax rate on such income, referred to as 'Preferred Income', would be10% in areas in Israel that are designated as Development Zone A and 15% elsewhere in Israel during 2011-2012, 7% and 12.5%, respectively, in 2013-2014, and 6% and 12%, respectively,thereafter. Income derived by a Preferred Company from a 'Special Preferred Enterprise' (as defined in the Investment Law) would enjoy further reduced tax rates for a period of ten years of 5% inZone A and 8% elsewhere. As with dividends distributed from taxable income derived from an Approved Enterprise or Benefiting Enterprise during the applicable benefits period, dividendsdistributed from Preferred Income would be subject to a 15% tax (or lower, if so provided under an applicable tax treaty), which would generally be withheld by the distributing company, providedhowever that dividends distributed from 'Preferred Income' from one Israeli corporation to another, would not be subject to tax. While a company may incur additional tax liability in the event ofdistribution of dividends from tax exempt income generated from its Approved and Benefiting Enterprises, no additional tax liability will be incurred by in the event of distribution of dividendsfrom income taxed in accordance with the 2011 Amendment. Under the transitional provisions of the 2011 Amendment, we could have elected whether to irrevocably implement the 2011Amendment with respect to our existing Approved and Benefiting Enterprises while waiving benefits provided under the legislation prior to the 2011 Amendment or keep implementing thelegislation prior to the 2011 Amendment during the next years. The 2011 Amendment had no material effect on the tax payable in respect of our operations and therefore, as of December 31, 2015,we did not elect to implement the 2011 Amendment. In November 2012, the Knesset passed Amendment No. 69 to the Investment Law, or the Trapped Earnings Law, which provides a temporary, partial, relief from taxation on a distributionfrom exempt income for companies which elect the relief through November 2013. The Trapped Earnings Law allows companies to qualify a portion of its exempt income, or Elected Earnings, for areduced tax rate ranging between 17.5% and 6%. While the reduced tax is payable within 30 days of election, an electing company is not required to actually distribute the Elected Earnings withina certain period of time. The applicable rate is based on a linear formula involving the portion of Elected Earnings to exempt income and the applicable tax rate prescribed in the Investment Law. Acompany electing to qualify its exempt income must undertake to make designated investments in productive fixed assets, research and development, or wages of new employees. The amount ofsuch designated investments is defined by a formula which considers the portion of Elected Earnings to the exempt income and the applicable tax rate prescribed by the Investment Law. In addition to the reduced tax rate a distribution of Elected Earnings would be subject to a 15% withholding tax. The Trapped Earnings Law provides an exemption from the 15%withholding tax for a distribution to an Israeli resident company from companies which have elected the Privileged Enterprise status and waived their Approved Enterprise and privilegedEnterprise Status through June 2015. - 74 -We are currently evaluating the implications that the Trapped Earnings Law will have on the tax payable in respect of our operations. Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 71): On August 5, 2013, the "Knesset" issued the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets for 2013 and 2014), 2013 which consists ofAmendment 71 to the Law for the Encouragement of Capital Investments ("the Amendment"). According to the Amendment, the tax rate on preferred income from a preferred enterprise in 2014and thereafter is 16% (in development area A - 9%). As for changes in tax rates resulting from the enactment of Amendment 73 to the Law, see below.The Amendment also prescribes that any dividends distributed to individuals or foreign residents from the preferred enterprise's earnings as above will be subject to tax at a rate of 20%. Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 73):In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which includes Amendment 73 tothe Law for the Encouragement of Capital Investments ("the Amendment") was published. According to the Amendment, a preferred enterprise located in development area A will be subject to atax rate of 7.5% instead of 9% effective from January 1, 2017 and thereafter (the tax rate applicable to preferred enterprises located in other areas remains at 16%).The Amendment also prescribes special tax tracks for technological enterprises, which are subject to rules that are to be issued by the Minister of Finance by March 31, 2017.The new tax tracks under the Amendment are as follows:Technological preferred enterprise - an enterprise for which total consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion. A technological preferredenterprise, as defined in the Law, which is located in the center of Israel will be subject to tax at a rate of 12% on profits deriving from intellectual property (in development area A - a tax rate of7.5%).Any dividends distributed to "foreign companies", as defined in the Law, deriving from income from the technological enterprises will be subject to tax at a rate of 4%.Since definitive criteria to determine the tax benefits had not yet been established as of December 31, 2016, it cannot be concluded that the legislation in respect of technologicalenterprises had been enacted or substantively enacted as of that date. Accordingly, the above changes in the tax rates relating to technological enterprises were not taken into account in thecomputation of deferred taxes as of December 31, 2016.Encouragement of Industry (Taxes) Law, 5729-1969 Under the Encouragement of Industry (Taxes) Law, 5729-1969, or the Industry Encouragement Law, "Industrial Companies" are entitled to certain corporate tax benefits, including, amongothers: ·Amortization, under certain conditions, of purchases of know‑how and patents and of rights to use a patent and know‑how which are used for the development or advancementof the company, over an eight‑year period for tax purposes; ·Right to elect, under specified conditions, to file a consolidated tax return with additional related Israeli industrial companies; and ·Accelerated depreciation rates on equipment and buildings; and ·Deductions over a three-year period of expenses in connection with the issuance and listing of shares on a recognized stock market. Eligibility for benefits under the Industry Encouragement Law is not subject to the prior approval of any governmental authority. Under the Industry Encouragement Law, an "IndustrialCompany" is a company resident in Israel, at least 90% of the income of which, in any tax year, determined in Israeli currency, exclusive of income from government loans, capital gains, interestand dividends, is derived from an "Industrial Enterprise" owned by it. An "Industrial Enterprise" is an enterprise owned by an Industrial Company, whose major activity in a given tax year isindustrial production activity. - 75 -We believe that we currently qualify as an industrial company as defined by the Industry Encouragement Law. We cannot assure you that we will continue to qualify as an industrialcompany or that the benefits described above will be available to us in the future. Encouragement of Industrial Research and Development Law, 5744-1984 Under the Encouragement of Industrial Research and Development Law, 5744-1984, or the Research Law, research and development programs that meet specified criteria and areapproved by a governmental committee of the Innovation Authority (formerly the Office of the Chief Scientist), are eligible for grants between 20%-50% of certain of the project's expenditures, asdetermined by the research committee of the Innovation Authority. In exchange, the recipient of such grants is required to pay the Innovation Authority royalties from the revenues derived fromproducts incorporating technology developed within the framework of the approved research and development program or derived from such program (including ancillary services in connectionwith such program), usually up to 100% of the U.S. dollar-linked value of the total grants received in respect of such program, plus LIBOR interest. The terms of the Israeli government participation also require a declaration regarding the location of manufacturing of supported products by the recipients of the grants. Underregulations promulgated under the Research Law, upon the approval of the Innovation Authority, some of the manufacturing volume may be transferred outside of Israel, beyond theaforementioned declared rate of production abroad, provided that the grant recipient pays royalties at an increased rate and in addition may incur an increased payment cap of up to 300% of thereceived grant, depending on the percentage of manufacturing being transferred abroad. The Research Law also provides that know-how developed under an approved research anddevelopment program and any derivatives of this know-how may not be transferred to third parties in Israel without the prior approval of the research committee of the Innovation Authority. TheResearch Law further provides that the know-how developed under an approved research and development program may not be transferred to any third parties outside Israel. No approval isrequired for the sale or export of any products resulting from such research and development. In June 2005, an amendment to the Research Law became effective, which amendment was intended to make the Research Law more compatible with the global business environment by,among other things, relaxing restrictions on the transfer of manufacturing rights outside Israel and on the transfer of Innovation Authority funded know-how outside of Israel. The amendmentpermits the Innovation Authority, among other things, to approve the transfer of manufacturing rights outside Israel in exchange for an import of different manufacturing into Israel as asubstitute, in lieu of demanding the recipient to pay increased royalties as described above. The amendment further permits, under certain circumstances and subject to the InnovationAuthority's prior approval, the transfer outside Israel of know-how that has been funded by Innovation Authority, generally in the following cases: (a) the grant recipient pays to the InnovationAuthority a portion of the consideration paid for such funded know-how (according to certain formulas), (b) the grant recipient receives know-how from a third party in exchange for its fundedknow-how, or (c) such transfer of funded know-how arises in connection with certain types of cooperation in research and development activities under agreements of cooperation programsbetween Israel and an additional country. The Research Law imposes reporting requirements with respect to certain changes in the ownership of a grant recipient. The law requires the grant recipient and its controllingshareholders and interested parties to notify the Innovation Authority on any change in control of the recipient or a change in the holdings of the means of control of the recipient and obtainingthe approval of the Innovation Authority in case such a change results in a foreign resident becoming an interested party directly in the recipient and requires the new interested party toundertake to the Innovation Authority to comply with the Research Law. In addition, the rules of the Innovation Authority may require prior approval of the Innovation Authority or additionalinformation or representations in respect of certain of such events. For this purpose, "control" is defined as the ability to direct the activities of a company other than any ability arising solelyfrom serving as an officer or director of the company. A person is presumed to have control if such person holds 50% or more of the means of control of a company. "Means of control" refers tovoting rights or the right to appoint directors or the chief executive officer. An "interested party" of a company includes a holder of 5% or more of its outstanding share capital or voting rights,its chief executive officer and directors, someone who has the right to appoint its chief executive officer or at least one director, and a company with respect to which any of the foregoinginterested parties owns 25% or more of the outstanding share capital or voting rights or has the right to appoint 25% or more of the directors. Accordingly, any foreign resident who acquires 5%or more of our ordinary shares will be required to notify the Innovation Authority that it has become an interested party and to sign an undertaking to comply with the Research Law. - 76 -The Israeli authorities have indicated that the government may reduce or abolish grants from the Innovation Authority in the future. Even if these grants are maintained, we cannotassure you that we will receive Innovation Authority grants in the future. In addition, each application to the Innovation Authority is reviewed separately, and grants are based on the programapproved by the research committee. Generally, expenditures supported under other incentive programs of the State of Israel are not eligible for grants from the Innovation Authority. Taxation under Inflationary Conditions In February 2008, the "Knesset" (Israeli parliament) passed an amendment to the Income Tax (Inflationary Adjustments) Law, 1985, which limits the scope of the law starting 2008 andthereafter. Since 2008, the results for tax purposes are measured in nominal values, excluding certain adjustments for changes in the Israeli CPI carried out in the period up to December 31, 2007.Adjustments relating to capital gains such as for sale of property (betterment) and securities continue to apply until disposal. Since 2008, the amendment to the law includes, among others, thecancellation of the inflationary additions and deductions and the additional deduction for depreciation (in respect of depreciable assets purchased after the 2007 tax year). Capital Gains Tax on Sales of Our Ordinary Shares by Foreign Holders Israeli law generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel,including shares in Israeli companies, by non-residents of Israel, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder's country of residence providesotherwise. The law distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain which is equivalent to the increase of the relevantasset's purchase price which is attributable to the increase in the CPI or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. The realgain is the excess of the total capital gain over the inflationary surplus. Generally, as of January 1, 2012, the tax rate applicable to capital gains derived from the sale of shares, whether listed on a stock market or not, is 25% for Israeli individuals, unless suchshareholder claims a deduction for financing expenses in connection with such shares, in which case the gain will generally be taxed at a rate of 30%. Additionally, if such shareholder isconsidered a "significant shareholder" at any time during the 12-month period preceding such sale, i.e., such shareholder holds directly or indirectly, including with others, at least 10% of anymeans of control in the company, the tax rate shall be 30%. However, the foregoing tax rates do not apply to: (i) dealers in securities; and (ii) shareholders who acquired their shares prior to aninitial public offering (that may be subject to a different tax arrangement). Israeli companies are subject to the Corporate Tax rate on capital gains derived from the sale of listed shares. The tax basis of our ordinary shares acquired prior to January 1, 2003 will generally be determined in accordance with the average closing share price in the three trading days precedingJanuary 1, 2003. However, a request may be made to the tax authorities to consider the actual adjusted cost of the shares as the tax basis if it is higher than such average price. Non-Israeli residents are exempt from Israeli capital gains tax on any gains derived from the sale of shares of Israeli companies publicly traded on a recognized stock exchange orregulated market outside of Israel, provided however that such capital gains are not derived from a permanent establishment in Israel and such shareholders did not acquire their shares prior to aninitial public offering. However, non-Israeli corporations will not be entitled to such exemption if Israeli residents (i) have a controlling interest of 25% or more in such non-Israeli corporation, or(ii) are the beneficiaries or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. In some instances where our shareholders may be liable to Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli taxat the source. - 77 -Pursuant to the Convention Between the government of the United States of America and the government of Israel with Respect to Taxes on Income, as amended, or the U.S.-Israel TaxTreaty, the sale, exchange or disposition of ordinary shares by a person who (i) holds the ordinary shares as a capital asset, (ii) qualifies as a resident of the United States within the meaning ofthe U.S.-Israel Tax Treaty, or a Treaty U.S. Resident, and (iii) is entitled to claim the benefits afforded to such person by the U.S.-Israel Tax Treaty, generally, will not be subject to the Israeli capitalgains tax. Such exemption will not apply if (i) such Treaty U.S. Resident holds, directly or indirectly, shares representing 10% or more of our voting power during any part of the 12-month periodpreceding such sale, exchange or disposition, subject to certain conditions, or (ii) the capital gains from such sale, exchange or disposition can be allocated to a permanent establishment in Israel. In such case, the sale, exchange or disposition of ordinary shares would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Tax Treaty, such Treaty U.S. Residentwould 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 in U.S. laws applicableto foreign tax credits. The U.S.-Israel Tax Treaty does not relate to U.S. state or local taxes. Taxation of Dividends paid to Non-Resident Holders of Shares Non-residents of Israel are subject to income tax on income accrued or derived from sources in Israel. Such sources of income include passive income such as dividends. Ondistributions of dividends other than bonus shares or stock dividends, income tax is applicable at the rate of 25%, or 30% for a shareholder that is considered a "significant shareholder" at anytime during the 12-month period preceding such distribution, unless a different rate is provided in a treaty between Israel and the shareholder's country of residence. However, under theInvestments Law, dividends generated by an Approved Enterprise (or Benefited Enterprise) are taxed at the rate of 15%. Under the U.S.-Israel Tax Treaty, the maximum tax on dividends paid to a holder of ordinary shares who is a Treaty U.S. Resident is 25%. However, if the income out of which the dividendis paid is not generated by an Approved Enterprise (or Benefited Enterprise), and not more than 25% of our gross income consists of interest or dividends, dividends paid to a U.S. corporationholding at least 10% of our issued voting power during the part of the tax year which precedes the date of payment of the dividend and during the whole of its prior tax year, are generally taxed ata rate of 12.5%. Dividends generated by an Approved Enterprise (or Benefited Enterprise) are taxed at the rate of 15% under the U.S.-Israel Tax Treaty. United States Federal Income Tax Consequences The following is a summary of certain material U.S. federal income tax consequences that apply to U.S. Holders (as defined below) who hold ordinary shares as capital assets. Thissummary is based on the United States Internal Revenue Code of 1986, as amended, (the "Code) Treasury regulations promulgated thereunder, judicial and administrative interpretations thereof,and the U.S.-Israel Tax Treaty (the "Treaty"), all as in effect on the date hereof and all of which are subject to change either prospectively or retroactively. This summary does not address all taxconsiderations that may be relevant with respect to an investment in ordinary shares. This summary does not account for the specific circumstances of any particular investor, such as:-broker-dealers,-financial institutions,-certain insurance companies,-investors liable for alternative minimum tax,-tax-exempt organizations,-non-resident aliens of the United States or taxpayers whose functional currency is not the U.S. dollar,-persons who hold the ordinary shares through partnerships or other pass-through entities,-persons who acquire their ordinary shares through the exercise or cancellation of employee stock options or otherwise as compensation for services,-investors that actually or constructively own 10% or more of our voting shares, and-investors holding ordinary shares as part of a straddle, appreciated financial position, a hedging transaction, or conversion transaction. If a partnership or an entity treated as a partnership for U.S. federal income tax purposes owns ordinary shares, the U.S. federal income tax treatment of a partner in such a partnership willgenerally depend upon the status of the partner and the activities of the partnership. A partnership that owns ordinary shares and the partners in such partnership should consult their own taxadvisors about the U.S. federal income tax consequences of holding and disposing of ordinary shares. - 78 -This summary does not address the effect of any U.S. federal taxation (such as estate and gift tax) other than U.S. federal income taxation. In addition, this summary does not include anydiscussion of state, local or non-U.S. taxation. You are urged to consult your tax advisors regarding the foreign and U.S. federal, state and local tax consequences of an investment in ordinary shares. For purposes of this summary, a U.S. Holder is: ·an individual who is a citizen or, for U.S. federal income tax purposes, a resident of the United States; ·a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any political subdivision thereof; ·an estate whose income is subject to U.S. federal income tax regardless of its source; or ·a trust that (a) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons or (b) has a valid election in effect underapplicable U.S. Treasury regulations to be treated as a U.S. person. Taxation of DividendsSubject to limitations, including the discussion below under the heading "Passive Foreign Investment Companies," the gross amount of any distributions received with respect toordinary shares, including the amount of any Israeli taxes withheld therefrom, will constitute dividends for U.S. federal income tax purposes to the extent of our current and accumulated earningsand profits, as determined for U.S. federal income tax purposes. You will be required to include this amount of dividends in gross income as ordinary income. Distributions in excess of our currentand accumulated earnings and profits would be treated as a non-taxable return of capital to the extent of your tax basis in the ordinary shares and any amount in excess of your tax basis would betreated as gain from the sale of ordinary shares. See "-Disposition of Ordinary Shares" below for a discussion of the taxation of capital gains. Our dividends would not qualify for the dividends-received deduction generally available to corporations under section 243 of the Code. Dividends that we pay in NIS, including the amount of any Israeli taxes withheld therefrom, will be included in your income in a U.S. dollar amount calculated by reference to theexchange rate in effect on the day such dividends are received. A U.S. Holder who receives payment in NIS and converts NIS into U.S. dollars at an exchange rate other than the rate in effect onsuch day may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss. U.S. Holders should consult their own tax advisors concerning the U.S. taxconsequences of acquiring, holding and disposing of NIS and converting NIS into U.S. dollars.Subject to complex limitations, some of which vary depending upon the U.S. Holder's circumstances, any Israeli withholding tax imposed on such dividends will be a foreign income taxeligible for credit against a U.S. Holder's U.S. federal income tax liability (or, alternatively, for deduction against income in determining such tax liability). The limitations set out in the Code includecomputational rules under which foreign tax credits allowable with respect to specific classes of income cannot exceed the U.S. federal income taxes otherwise payable with respect to each suchclass of income. Dividends generally will be treated as foreign-source passive category income for U.S. foreign tax credit purposes. Further, there are special rules for computing the foreign taxcredit limitation of a taxpayer who receives dividends subject to a reduced tax rate, see discussion below. The rules relating to the determination of the foreign tax credit are complex, and youshould consult with your own tax advisors to determine whether and to what extent you would be entitled to this credit.- 79 -Subject to certain limitations, including the 3.8% Medicare tax, discussed below, "qualified dividend income" received by a non-corporate U.S. Holder will be subject to tax at a reducedmaximum tax rate of 20%. Distributions taxable as dividends paid on the ordinary shares should qualify for the 20% rate provided that either: (i) we are entitled to benefits under the Treaty or (ii)the ordinary shares are readily tradable on an established securities market in the United States and certain other requirements are met. We believe that we are entitled to benefits under the Treatyand that the ordinary shares currently are readily tradable on an established securities market in the United States. However, no assurance can be given that the ordinary shares will remain readilytradable. The rate reduction does not apply unless certain holding period requirements are satisfied. With respect to the ordinary shares, the U.S. Holder must have held such shares for at least 61days during the 121-day period beginning 60 days before the ex-dividend date. The rate reduction also does not apply to dividends received from a passive foreign investment company ("PFIC"),see discussion below, or in respect of certain hedged positions or in certain other situations. The legislation enacting the reduced tax rate on qualified dividends contains special rules forcomputing the foreign tax credit limitation of a taxpayer who receives dividends subject to the reduced tax rate. U.S. Holders of ordinary shares should consult their own tax advisors regarding theeffect of these rules in their particular circumstances. Additional Tax on Investment Income In addition to the income taxes described above, U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds, will be subject to a 3.8% Medicarecontribution tax on net investment income, which includes dividends and capital gains. Disposition of Ordinary Shares If you sell or otherwise dispose of ordinary shares, you will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realizedon the sale or other disposition and the adjusted tax basis in ordinary shares. Subject to the discussion below under the heading "Passive Foreign Investment Companies," such gain or loss willgenerally be capital gain or loss and will be long-term capital gain or loss if you have held the ordinary shares for more than one year at the time of the sale or other disposition. Long-term capitalgain realized by a non-corporate U.S. Holder is generally eligible for a preferential tax rate (currently at 20%). In general, any gain that you recognize on the sale or other disposition of ordinaryshares will be U.S.-source for purposes of the foreign tax credit limitation, and any losses will generally be allocated against U.S. source income. Deduction of capital losses is subject to certainlimitations under the Code. In the case of a cash basis U.S. Holder who receives NIS in connection with the sale or disposition of ordinary shares, the amount realized will be based on the U.S. dollar value of theNIS received with respect to the ordinary shares as determined on the settlement date of such exchange. A U.S. Holder who receives payment in NIS and converts NIS into United States dollars ata conversion rate other than the rate in effect on the settlement date may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss. An accrual basis U.S. Holder may elect the same treatment required of cash basis taxpayers with respect to a sale or disposition of ordinary shares, provided that the election is appliedconsistently from year to year. Such election may not be changed without the consent of the Internal Revenue Service (the "IRS"). In the event that an accrual basis U.S. Holder does not elect tobe treated as a cash basis taxpayer (pursuant to the Treasury regulations applicable to foreign currency transactions), such U.S. Holder may have a foreign currency gain or loss for U.S. federalincome tax purposes because of differences between the U.S. dollar value of the currency received prevailing on the trade date and the settlement date. Any such currency gain or loss would betreated as ordinary income or loss and would be in addition to the gain or loss, if any, recognized by such U.S. Holder on the sale or disposition of such ordinary shares. Passive Foreign Investment Companies If we were to be classified as a 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 otherwise derive from investing in a non-U.S. company that does not distribute all of its earnings on a current basis. For U.S. federal income taxpurposes, we will be considered a PFIC, for any taxable year in which either (i) 75% or more of our gross income is passive income, or (ii) at least 50% of the average value of all of our assets forthe taxable year produce or are held for the production of passive income. For this purpose, passive income generally includes dividends, interest, royalties, rents, annuities and the excess ofgains over losses from the disposition of assets that produce passive income. Included in the calculation of our income and assets is a pro rata portion of the income and assets of eachcorporation in which we own, directly or indirectly, at least a 25% interest, by value. If we were determined to be a PFIC for U.S. federal income tax purposes, unfavorable and highly complex ruleswould apply to U.S. Holders owning ordinary shares directly or indirectly. Accordingly, you are urged to consult your tax advisors regarding the application of such rules. - 80 -Based on our current and projected income, assets and activities, we believe that we are currently not a PFIC, nor do we expect to become a PFIC in the foreseeable future. However,because the determination of whether we are a PFIC is based upon the composition of our income and assets from time to time, there can be no assurance that we will not become a PFIC for anyfuture taxable year. If we are treated as a PFIC for any taxable year, dividends would not qualify for the reduced tax rate on qualified dividend income, discussed above, and, unless you elect either to treatyour investment in ordinary shares as an investment in a "qualified electing fund", by making a "QEF election" or to "mark-to-market" your ordinary shares, as described below, ·you would be required to allocate income recognized upon receiving certain dividends or gain recognized upon the disposition of ordinary shares ratably over your holding periodfor such ordinary shares, ·the amount allocated to each year during which we are considered a PFIC, other than the year of the dividend payment or disposition, would be subject to tax at the highestindividual or corporate tax rate, as the case may be, and an interest charge would be imposed with respect to the resulting tax liability allocated to each such year, and ·the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxable as ordinary income in the current year. If we are a PFIC and any of our non-U.S. subsidiaries is also a PFIC, you will generally be treated as owning a proportionate amount (by value) of the underlying shares of each suchsubsidiary PFIC. U.S. Holders are urged to consult their own tax advisors regarding the application of the PFIC rules to any of our subsidiaries.If you make a timely mark-to-market election in respect of your ordinary shares, you would not be subject to the rules described above.A U.S. Holder may make a mark-to-market election only if our ordinary shares are "regularly traded" on a "qualified exchange". In general, our ordinary shares will be treated as "regularlytraded" for a given calendar year if more than a de minimis quantity of our ordinary shares is traded on a qualified exchange on at least 15 days during each calendar quarter of such calendaryear. Our ordinary shares are listed on the NASDAQ. However, no assurance can be given that our ordinary shares will be regularly traded for purposes of the mark-to-market election. Inaddition, because a mark-to-market election cannot be made for a subsidiary PFIC, if you make a mark-to-market election you may continue to be subject to the PFIC rules with respect to yourindirect interest in any PFICs we own.If you elect to mark to market your ordinary shares you will generally include in income, in each year in which we are considered a PFIC, any excess of the fair market value of the ordinaryshares at the close of each tax year over your adjusted basis in the ordinary shares. If the fair market value of the ordinary shares had depreciated below your adjusted basis at the close of the taxyear, you may generally deduct the excess of the adjusted basis of the ordinary shares over its fair market value at that time. However, such deductions would generally be limited to the net mark-to-market gains, if any, that you included in income with respect to such ordinary shares in prior years. Your adjusted tax basis in your ordinary shares would be increased by the amount of anyincome inclusion and decreased by the amount of any deductions under the mark-to-market rules. Income recognized and deductions allowed under the mark-to-market provisions, as well as anygain or loss on the disposition of ordinary shares with respect to which the mark-to-market election is made, is treated as ordinary income or loss (except that loss on a disposition of ordinaryshares is treated as capital loss to the extent the loss exceeds the net mark-to-market gains, if any, that you included in income with respect to such ordinary shares in prior years). Gain or lossfrom the disposition of ordinary shares (as to which a mark-to-market election was made) in a year in which we are no longer a PFIC, will be capital gain or loss.- 81 -If a U.S. Holder owns our ordinary shares during any year in which we are a PFIC, the U.S. Holder generally must file an IRS Form 8621 with respect to the company, generally with theU.S. Holder's federal income tax return for that year. U.S. Holders should consult their own tax advisers regarding whether we are a PFIC and the potential application of the PFIC rules, includingthe application of the mark-to-market election. Backup Withholding and Information Reporting Payments in respect of ordinary shares may be subject to information reporting to the IRS and to U.S. backup withholding tax at the rate (currently) of 28%. Backup withholding will notapply, however, if you (i) are a corporation or fall within certain exempt categories, and demonstrate the fact when so required, or (ii) furnish a correct taxpayer identification number and make anyother required certification. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a U.S. Holder's U.S. tax liability. A U.S. Holder may obtain arefund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS. Information Reporting by Certain U.S. HoldersU.S. citizens and individuals taxable as resident aliens of the United States that own "specified foreign financial assets" with an aggregate value in a taxable year in excess of certainthresholds (as determined under rules in Treasury regulations) and that are required to file a U.S. federal income tax return generally will be required to file an information report with respect tothose assets with their tax returns. IRS Form 8938 has been issued for that purpose. "Specified foreign financial assets" include any financial accounts maintained by foreign financial institutions,foreign stocks held directly, and interests in foreign estates, foreign pension plans or foreign deferred compensation plans. Under those rules, our ordinary shares, whether owned directly orthrough a financial institution, estate or pension or deferred compensation plan, would be "specified foreign financial assets". Under Treasury regulations, the reporting obligation applies tocertain U.S. entities that hold, directly or indirectly, specified foreign financial assets. Penalties can apply if there is a failure to satisfy this reporting obligation. A U.S. Holder is urged to consulthis tax adviser regarding its reporting obligation.Any U.S. Holder who acquires more than $100,000 of our ordinary shares or holds 10% or more in vote or value of our ordinary shares may be subject to certain additional U.S.information reporting requirements. F. Dividends and Paying Agents. Not applicable. G. Statements by Experts. Not applicable. H. Documents on Display. We are subject to certain of the reporting requirements of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, as applicable to "foreign private issuers" as definedin Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from certain provisions of the Exchange Act. Accordingly, our proxy solicitations are not subject to the disclosureand procedural requirements of Regulation 14A under the Exchange Act, and transactions in our equity securities by our officers and directors are exempt from reporting and the "short-swing"profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required to file quarterly reports including financial statements. We file with the SEC an annualreport on Form 20-F containing financial statements audited by an independent accounting firm. We also submit to the SEC reports on Form 6-K containing, among other things, press releasesand unaudited financial information. We post our annual report on Form 20-F on our website (www.magal-s3.com) promptly following the filing of our annual report with the SEC. The informationon our website is not incorporated by reference into this annual report. This annual report and the exhibits thereto and any other document we file pursuant to the Exchange Act may be inspected without charge and copied at prescribed rates at the SECpublic reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC's public reference room in Washington, D.C. by callingthe SEC at 1-800-SEC-0330. The Exchange Act file number for our SEC filings is 000-21388. - 82 -The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with theSEC using its EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. The documents concerning our company that are referred to in this annual report may also be inspected at our executive offices in Israel. I. Subsidiary Information. Not applicable. ITEM 11.Quantitative and Qualitative Disclosures about Market Risk We are exposed to a variety of risks, including changes in interest rates and foreign currency fluctuations. Foreign Currency Exchange Risk We sell most of our products in North America, Europe, Africa, Latin America and Israel. Our revenues are primarily denominated in U.S. dollars, Canadian dollars, Mexican pesos, Eurosand NIS, while a portion of our expenses, primarily labor expenses, is incurred in NIS and Canadian Dollars. Additionally, certain assets, especially trade receivables, as well as part of ourliabilities are denominated in NIS and CAD. As a result, fluctuations in rates of exchange between the U.S. dollar and non-U.S. dollar currencies may affect our operating results and financialcondition. The dollar cost of our operations in Israel may be adversely affected by the appreciation of the NIS against the U.S. dollar. The U.S. dollar cost of our operations in Canada may beadversely affected by the appreciation of the Canadian dollars against the U.S. dollar. The U.S. dollar cost of our operations in Mexico may be adversely affected by the appreciation of theMexican peso against the U.S. dollar. In addition, the value of our non-U.S. dollar revenues could be adversely affected by the depreciation of the U.S. dollar against such currencies. In 2014 and 2015, the Canadian dollar depreciated against the U.S. dollar by 8.9% and 19.7%, respectively. In 2016, the Canadian dollar appreciated against the U.S. dollar by 2.7%. Inaddition, the U.S. dollar cost of our operations in Mexico is influenced by the exchange rate between the U.S. dollar and the Mexican peso. In 2014, 2015 and 2016 the Mexican peso depreciatedagainst the U.S. dollar by 12.8%, 17.7% and 19.2%, respectively During the years ended December 31, 2014 and 2015, foreign currency fluctuations had a positive impact on our results of operations and we recorded foreign exchange income, net of$2.3 million and $1 million, respectively. During the year ended December 31, 2016, foreign currency fluctuations had a negative impact on our results of operations and we recorded a foreignexchange loss, net of $0.6 million. We cannot assure you that in the future our results of operations may not be materially affected by currency fluctuations.ITEM 12.Description of Securities Other Than Equity Securities Not applicable. PART II ITEM 13.Defaults, Dividend Arrearages and Delinquencies Not applicable. ITEM 14.Material Modifications to the Rights of Security Holders and Use of Proceeds Not applicable. - 83 -ITEM 15.Controls and Procedures Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized andreported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our chief executive officer and chief financial officer toallow timely decisions regarding required disclosure. Our management, including our chief executive officer and chief financial officer, conducted an evaluation of our disclosure controls andprocedures, as defined under Exchange Act Rule 13a-15(e), as of the end of the period covered by this Annual Report on Form 20-F. Based upon that evaluation, our chief executive officer andchief financial officer concluded that our disclosure controls and procedures were effective. Management's Report on Internal Control over Financial Reporting Our management, including our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting, asdefined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financialreporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of ourassets, (ii) 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 appropriate authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. In conducting its assessment of internal control over financialreporting, management based its evaluation on the framework in "Internal Control – Integrated Framework" issued by the Committee of Sponsoring Organizations, or the COSO, of the TreadwayCommission. Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2016. Changes in Internal Control over Financial Reporting During the period covered by this Annual Report on Form 20-F, no changes in our internal control over financial reporting have occurred that materially affected, or are reasonably likelyto materially affect, our internal control over financial reporting. ITEM 16. [Reserved] ITEM 16A. Audit Committee Financial Expert Our board of directors has determined that Ms. Liza Singer, an external and independent director, meets the definition of an audit committee financial expert, as defined by rules of theSEC. For a brief description of Ms. Singer's relevant experience, see Item 6.A. "Directors, Senior Management and Employees – Directors and Senior Management." ITEM 16B. Code of Ethics Our amended and restated code of ethics, which was adopted in April 2010, applies to our chief executive officer and all senior financial officers of our company, including our chieffinancial officer, chief accounting officer or controller, and persons performing similar functions. The amended and restated code of ethics reflects our growing emphasis on internationaloperations and better addresses issues related with such activities by providing clear instructions in connection with commercial international activities. The code of ethics is publicly availableon our website at www.magal-s3.com. Written copies are available upon request. If we make any substantive amendment to the code of ethics or grant any waivers, including any implicit waiver,from a provision of the code of ethics, we will disclose the nature of such amendment or waiver on our website. - 84 -ITEM 16C. Principal Accountant Fees and Services Independent Public Accountant Fees and Services The following table sets forth, for each of the years indicated, the fees billed by our principal independent registered public accounting firm, Kost Forer Gabbay & Kasierer, a member ofErnst & Young global. All of such fees were pre-approved by our Audit Committee. Year Ended December 31, Services Rendered 2015 2016 Audit (1) 276,000 288,000 Tax (2) 72,000 60,000 Other (3) 63,000 37,000 Total 411,000 385,000 ______________(1)Audit fees are for audit services for each of the years shown in the table, including fees associated with the annual audit (including audit of our internal control over financialreporting), consultations on various accounting issues and audit services provided in connection with other statutory or regulatory filings.(2)Tax fees are for professional services rendered by our auditors for tax compliance, tax planning and tax advice on actual or contemplated transactions, tax consulting associatedto international taxation, tax assessment deliberation, transfer pricing and withholding tax assessments.(3)Other fees primarily relate to out of pocket reimbursement of expenses, primarily traveling expenses of our auditors. These fees also relate to fees associated with the duediligence procedure and of acquisition and rights offering Pre-Approval Policies and Procedures Our audit committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent public accounting firm, Kost Forer Gabbay &Kasierer and their affiliates. Pre-approval of an audit or non-audit service may be given as a general pre-approval, as part of the audit committee's approval of the scope of the engagement of ourindependent auditor, or on an individual basis. Any proposed services exceeding general pre-approved levels also require specific pre-approval by our audit committee. The policy prohibitsretention of the independent public accountants to perform the prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act or the rules of the SEC, and also requires the auditcommittee to consider whether proposed services are compatible with the independence of the public accountants. ITEM 16D.Exemptions from the Listing Standards for Audit Committees Not applicable. ITEM 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers We did not purchase any ordinary shares of our company nor did an affiliated purchaser purchase any shares of our company on our behalf during 2016. ITEM 16F. Changes in Registrant's Certifying Accountant None. ITEM 16G. Corporate Governance Under NASDAQ Stock Market Rule 5615(a)(3), foreign private issuers, such as our company, are permitted to follow certain home country corporate governance practices instead ofcertain provisions of NASDAQ Stock Market Rules. A foreign private issuer that elects to follow a home country practice instead of any of such NASDAQ requirements must submit toNASDAQ in advance a written statement from an independent counsel in such issuer's home country certifying that the issuer's practices are not prohibited by the home country's laws. - 85 -We have notified NASDAQ that we do not comply with the following NASDAQ requirements, and instead follow Israeli law and practice in respect of such requirements: ·the requirement regarding the process of nominating directors. Instead, we follow Israeli law and practice in accordance with which our directors are recommended by our board ofdirectors for election by our shareholders. See Item 6.C. "Directors, Senior Management and Employees – Board Practices – Election of Directors." ·the requirement regarding the compensation of our chief executive officer and all other executive officers. Instead, we follow Israeli law and practice in accordance with which ourboard of directors must approve all compensation arrangements for our chief executive officer and all compensation arrangements for officers are subject to the chief executiveofficer's approval. See Item 6.C. "Directors, Senior Management and Employees – Compensation." ·the requirement that our independent directors have regularly scheduled meetings at which only independent directors are present. Under Israeli law independent directors are notrequired to hold executive sessions. ·the requirement that we maintain a majority of independent directors, as defined under NASDAQ Stock Market Rules. Under Israeli law and practice we are required to appoint atleast two external directors, within the meaning of the Israeli Companies Law, to our board of directors. ITEM 16H. MINE SAFETY DISCLOSURE Not applicable. PART III ITEM 17. Financial Statements We have elected to furnish financial statements and related information specified in Item 18. ITEM 18. Financial Statements The financial statements required by this item are found at the end of this annual report, beginning on page F-1. - 86 - Consolidated Financial Statements Index to Financial StatementsPage Report of Independent Registered Public Accounting FirmF-2 Consolidated Balance SheetsF-3 – F-4 Consolidated Statements of OperationsF-5 Consolidated Statements of Comprehensive IncomeF-6 Statements of Changes in Shareholders' EquityF-7 Consolidated Statements of Cash FlowsF-8 – F-10 Notes to Consolidated Financial StatementsF-11 – F-54 - 87 -ITEM 19. Exhibits ExhibitNo. Description1.1 Memorandum of Association of the Registrant (1)1.2 Articles of Association of the Registrant (2)2.1 Specimen Share Certificate for Ordinary Share (3)2.2 Registrant's Amended and Restated 2003 Israeli Share Option Plan (4)2.3 Registrant's 2010 Israeli Share Option Plan (5)2.4 Amendment to Registrant's 2010 Israeli Share Option Plan(6)4.1 Share Purchase Agreement, dated as of April 1, 2016, by and among Senstar Corporation, Aimetis Corp., the persons listed in Annex A thereto, and Marc Holtenhoff in hiscapacity as the Holder Agent(7) 4.2 Compensation Policy of Office Holders (August 8, 2016) (8)4.3 Form of Warrant issued to former CyberSeal shareholders8.1 List of Subsidiaries of the Registrant12.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act, as amended12.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act, as amended13.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200215.1 Consent of Kost Forer Gabbay & Kasierer101.INS XBRL Instance Document.101.SCH XBRL Taxonomy Extension Schema Document.101.PRE XBRL Taxonomy Presentation Linkbase Document.101.CAL XBRL Taxonomy Calculation Linkbase Document.101.LAB XBRL Taxonomy Label Linkbase Document.101.DEF XBRL Taxonomy Extension Definition Linkbase Document._______________ (1)Filed as an exhibit to our Registration Statement on Form F-1 (File No. 33‑57438), filed with the Securities and Exchange Commission on January 26, 1993, as amended, and incorporatedherein by reference. (2)Filed as an exhibit to our Registration Statement on Form F-1 (No. 33‑57438), filed with the Securities and Exchange Commission on January 26, 1993, as amended, and incorporated hereinby reference, as amended by an amendment filed as an exhibit to our Registration Statement on Form S-8 (File No. 333-6246), filed with the Commission on January 7, 1997 andincorporated herein by reference, as further amended by an amendment filed as an exhibit to our Annual Report on Form 20-F for the fiscal year ended December 31, 2000, filed with theSecurities and Exchange Commission on June 29, 2001 and incorporated herein by reference, as further amended by the company's shareholders on July 17, 2002, as described underForm 6-K furnished to the SEC on June 19, 2002, as further amended by the company's shareholders on August 20, 2008, as described under Form 6-K furnished to the SEC on July 17,2008, and as further amended by the company's shareholders on August 31, 2011, as described under Form 6-K furnished to the SEC on July 27, 2011. - 88 -(3)Filed as an exhibit to our Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on March 18, 1993, as amended, and incorporated herein by reference. (4)Filed as Exhibit 4.3 to our Registration Statement on Form S-8 (File No. 333-164696), filed with the Securities and Exchange Commission on August 9, 2005, and incorporated herein byreference. (5)Filed as Exhibit 2.3 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2010, and incorporated herein by reference. (6)Filed as Exhibit 2.4 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2013, and incorporated herein by reference. (7)Filed as Exhibit 10.1 to the Registrant's Registration Statement on Form F-1 (No. 333-213020), filed with the Securities and Exchange Commission on August 9, 2016, as amended, andincorporated herein by reference. (8)Filed as Exhibit A to Exhibit 99.1 to the Registrant's Proxy Statement on Form 6-K furnished with the Securities and Exchange Commission on July 8, 2016 and incorporated herein byreference. - 89 - MAGAL SECURITY SYSTEMS LTD. AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 IN U.S. DOLLARS INDEX Page Report of Independent Registered Public Accounting FirmF-2 Consolidated Balance SheetsF-3 – F-4 Consolidated Statements of OperationsF-5 Consolidated Statements of Comprehensive IncomeF-6 Statements of Changes in Shareholders' EquityF-7 Consolidated Statements of Cash FlowsF-8 – F-10 Notes to Consolidated Financial StatementsF-11 – F-54F - 1 Kost Forer Gabbay & Kasierer3 Aminadav St.Tel-Aviv 6706703, Israel Tel: +972-3-6232525Fax: +972-3-5622555ey.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholders ofMAGAL SECURITY SYSTEMS LTD.We have audited the accompanying consolidated balance sheets of Magal Security Systems Ltd. and its subsidiaries ("the Company") as of December 31, 2016 and 2015, and the relatedconsolidated statements of operations, consolidated statements of comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2016.These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on ouraudits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internalcontrol over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includesexamining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made bymanagement and evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31,2016 and 2015, and the consolidated results of their operations, their comprehensive income and their cash flows for each of the three years in the period ended December 31, 2016, in conformitywith U.S. generally accepted accounting principles. /s/ Kost Forer Gabbay & KasiererTel-Aviv, IsraelKOST FORER GABBAY & KASIERERMarch 29, 2017A Member of Ernst & Young GlobalF - 2MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands December 31, 2015 2016 ASSETS CURRENT ASSETS: Cash and cash equivalents $27,319 $19,692 Short-term bank deposits 3,055 31,036 Restricted deposits 786 1,809 Trade receivables (net of allowance for doubtful accounts of $ 2,331 and $ 2,064 at December 31, 2015 and 2016, respectively) 13,706 13,702 Unbilled accounts receivable 5,597 4,232 Other accounts receivable and prepaid expenses (Note 3) 2,107 2,751 Inventories (Note 4) 7,879 6,818 Total current assets 60,449 80,040 LONG-TERM INVESTMENTS AND RECEIVABLES: Long-term trade receivables 617 308 Long-term deposits and restricted bank deposits 136 126 Severance pay fund 1,761 1,321 Deferred income taxes (Note 12) 1,055 2,114 Total long-term investments and receivables 3,569 3,869 PROPERTY AND EQUIPMENT, NET (Note 5) 5,415 5,301 INTANGIBLE ASSETS, NET (Note 6) 1,313 4,933 GOODWILL (Note 7) 4,250 11,850 Total assets $74,996 $105,993 The accompanying notes are an integral part of the consolidated financial statements. F - 3MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEETSU.S. dollars in thousands (except share and per share data) December 31, 2015 2016 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Trade payables $3,185 $4,040 Customer advances 2,520 5,602 Other accounts payable and accrued expenses (Note 8) 10,748 11,646 Total current liabilities 16,453 21,288 LONG-TERM LIABILITIES: Deferred revenues - 472 Deferred income taxes 173 167 Accrued severance pay 2,660 2,089 Other long-term liabilities 15 59 Total long-term liabilities 2,848 2,787 COMMITMENTS AND CONTINGENT LIABILITIES (Note 9) SHAREHOLDERS' EQUITY: Share capital - Ordinary shares of NIS 1 par value - Authorized: 39,748,000 shares at December 31, 2015 and December 31, 2016; Issued and outstanding: 16,398,872 shares at December 31, 2015and 22,894,348 shares at December 31, 2016 4,968 6,679 Additional paid-in capital 69,888 93,441 Accumulated other comprehensive income (loss) (1,850) (1,923)Foreign currency translation adjustments (Company's standalone financial statements) 406 412 Accumulated deficit (17,629) (16,600) Total Magal shareholders' equity 55,783 82,009 Non-controlling interest (88) (91) Total shareholders' equity (Note 10) 55,695 81,918 Total liabilities and shareholders' equity $74,996 $105,993 The accompanying notes are an integral part of the consolidated financial statements. F - 4MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONSU.S. dollars in thousands (except per share data) Year endedDecember 31, 2014 2015 2016 Revenues $77,543 $63,736 $67,825 Cost of revenues 43,049 32,722 34,570 Gross profit 34,494 31,014 33,255 Operating expenses: Research and development, net 4,604 4,814 6,779 Selling and marketing 17,130 14,785 17,536 General and administrative 8,898 7,026 7,445 Impairment of goodwill and intangible assets 2,439 - - Total operating expenses 33,071 26,625 31,760 Operating income 1,423 4,389 1,495 Financial income (expenses), net (Note 15) 1,979 642 (591) Income before income taxes 3,402 5,031 904 Taxes on income (tax benefit) (Note 12) 82 1,923 (122) Net income 3,320 3,108 1,026 Less - loss attributable to non-controlling interests 90 33 3 Net income attributable to Magal shareholders' $3,410 $3,141 $1,029 Basic income per share $0.21 $0.19 $0.06 Diluted income per share $0.21 $0.19 $0.06 The accompanying notes are an integral part of the consolidated financial statements. F - 5MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEU.S. dollars in thousands (except per share data) Year endedDecember 31, 2014 2015 2016 Net income $3,320 $3,108 $1,026 Foreign currency translation adjustments (1,833) (3,891) (73) Total comprehensive income (loss) $1,487 $(783) $953 Total comprehensive loss attributable to non-controlling interests $(90) $(33) $(3) Total comprehensive income (loss) attributable to Magal shareholders' $1,577 $(750) $956 The accompanying notes are an integral part of the consolidated financial statements.F - 6MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIESSTATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITYU.S. dollars in thousands (except share data) Number ofshares Ordinaryshares Additionalpaid-incapital Accumulatedothercomprehensiveincome (loss) Foreigncurrencytranslationadjustment - theCompany Retainedearnings(accumulateddeficit) Non-controllinginterests Totalshareholders'equity Balance as of January 1, 2014 16,147,522 $4,901 $68,371 $3,874 $4,589 $(24,180) $(15) $57,540 Issuance of shares upon exercise ofemployee stock options 121,500 34 430 - - - - 464 Stock-based compensation - - 373 - - - - 373 Foreign currency translationadjustments- the Company - - - - (3,957) - - (3,957)Issue of shares to non-controllinginterests - - - - - - 50 50 Comprehensive income (loss): Net income - - - - - 3,410 (90) 3,320 Foreign currency translationadjustments - - - (1,833) - - - (1,833) Balance as of December 31, 2014 16,269,022 4,935 69,174 2,041 632 (20,770) (55) 55,957 Issuance of shares upon exercise ofemployee stock options 129,850 33 471 - - - - 504 Stock-based compensation - - 243 - - - - 243 Foreign currency translationadjustments- the Company - - - - (226) - - (226)Comprehensive income (loss): Net income - - - - - 3,141 (33) 3,108 Foreign currency translationadjustments - - - (3,891) - - - (3,891) Balance as of December 31, 2015 16,398,872 4,968 69,888 (1,850) 406 (17,629) (88) 55,695 Issuance of share capital, net (Note10b) 6,170,386 1,626 21,991 - - - - 23,617 Issuance of shares upon exercise ofemployee stock options 325,090 85 1,304 - - - - 1,389 Stock-based compensation - - 258 - - - - 258 Foreign currency translationadjustments- the Company - - - - 6 - 6 Comprehensive income (loss): Net income - - - - - 1,029 (3) 1,026 Foreign currency translationadjustments - - - (73) - - - (73) Balance as of December 31, 2016 22,894,348 $6,679 $93,441 $(1,923) $412 $(16,600) $(91) $81,918 The accompanying notes are an integral part of the consolidated financial statements.F - 7MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousands Year endedDecember 31, 2014 2015 2016 Cash flows from operating activities: Net income $3,320 $3,108 $1,026 Adjustments required to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,967 1,503 1,740 Impairment of goodwill and intangible assets 2,439 - - Loss (gain) on sale of property and equipment (28) 18 5 Increase in accrued interest and exchange differences on short-term and other long-term liabilities (673) (218) (57)Stock based compensation 373 243 258 Decrease (increase) in trade receivables, net (9,936) 6,261 1,487 Decrease (increase) in unbilled accounts receivable (1,928) (1,570) 1,395 Decrease (increase) in other accounts receivable and prepaid expenses 235 (151) 221 Decrease (increase) in inventories (88) (635) 1,200 Increase in deferred income taxes (943) (51) (1,722)Decrease (increase) in long-term trade receivables 416 (387) 319 Increase (decrease) in trade payables 2,666 (2,934) 857 Increase (decrease) in other accounts payable and accrued expenses and deferred revenues 3,065 (483) (1,010)Increase (decrease) in customer advances (2,740) 1,385 3,351 Accrued severance pay, net 145 (631) (137) Net cash provided by (used in) operating activities (1,710) 5,458 8,933 The accompanying notes are an integral part of the consolidated financial statements. F - 8MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousands Year endedDecember 31, 2014 2015 2016 Cash flows from investing activities: Investment in short-term deposits $(27,291) $(592) $(27,868)Proceeds from sale of short-term bank deposits 25,371 5,777 - Release of long-term bank deposits and restricted deposit 2,822 1,985 13 Investment in restricted deposit - - (1,031)Proceeds from sale of property and equipment 81 104 93 Purchase of property and equipment (737) (876) (797)Investment in know-how and patents (14) (1) (31)Payments for acquisition of Aimetis, net of cash acquired (1) - - (12,113)Payments for acquisition of a fiber company, net of cash acquired (2) (3,875) - - Net cash provided by (used in) investing activities (3,643) 6,397 (41,734) Cash flows from financing activities: Proceeds from issuance of shares, net of issuance costs of $ 201 - - 23,617 Short-term bank credit, net (2,795) (2,573) - Principal payment of long-term bank loans (502) (1,899) - Proceeds from issuance of shares upon exercise of options to employees 464 504 1,389 Issue of shares to non-controlling interests 50 - - Net cash provided by (used in) financing activities (2,783) (3,968) 25,006 Effect of exchange rate changes on cash and cash equivalents (2,497) (2,170) 168 Increase (decrease) in cash and cash equivalents (10,633) 5,717 (7,627)Cash and cash equivalents at the beginning of the year 32,235 21,602 27,319 Cash and cash equivalents at the end of the year $21,602 $27,319 $19,692 Supplemental disclosures of cash flows activities: Cash paid during the year for: Interest $166 $116 $27 Income taxes $516 $753 $1,677 The accompanying notes are an integral part of the consolidated financial statements. F - 9MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousands Year endedDecember 31, 2014 2015 2016 (1) Payments for acquisition of Aimetis, net of cash acquired: Net fair value of assets acquired and liabilities assumed of the fiber company at the date of acquisition (see also Note 1b): Net assets (liabilities) (excluding cash and cash equivalents) $- $- $(293)Technology - - 3,759 Customer relationship - - 761 Adjustment to deferred revenue - - 671 Contingent consideration (82)Deferred tax liability, net - - (562)Goodwill - - 7,859 Total payments for acquisition of Aimetis, net of cash acquired $- $- $12,113 (2) Payments for acquisition of a fiber company, net of cash acquired: Net fair value of assets acquired and liabilities assumed of the fiber company at the date of acquisition (see also Note 1c): Net assets (excluding cash and cash equivalents) $410 $- $- Technology 1,337 - - Customer relationship 315 - - Backlog 398 - - Deferred tax liability (819) - - Deferred tax assets 474 - - Goodwill 1,760 - - Total payments for acquisition of a fiber company, net of cash acquired $3,875 $- $- The accompanying notes are an integral part of the financial statements.F - 10MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 1:-GENERALa.General:Magal Security Systems Ltd. ("the Parent Company" or "Magal") and its subsidiaries (together - "the Company") is a leading international provider of solutions andproducts for physical and video security solutions, as well as site management. Over the past 45 years, the Company has delivered its products as well as tailor-madesecurity solutions and turnkey projects to customers in over 80 countries under some of the most challenging conditions. The Company offers comprehensive integratedsolutions for critical sites, which leverage its broad portfolio of homegrown PIDS (Perimeter Intrusion Detection Systems), advanced VMS (Video Management Software)with native IVA (Intelligent Video Analytics) security solutions.On September 30, 2016, the Parent Company completed rights offering according to which it distributed to all holders of its ordinary shares at no charge, subscription rightsto purchase up to an aggregate of 6,170,386 Ordinary shares. The rights offering was fully subscribed for and the Parent Company received net proceeds of approximately$23,617 after deducting issuance expenses related to the rights offering of approximately $201.On October 1, 2014, FIMI Opportunity Fund ("FIMI"), completed the purchase of approximately 40% of Magal's outstanding shares from Ki Corporation Limited, a Companybeneficially owned by Mr. Nathan Kirsh. Following the closing of the transaction, FIMI is the largest shareholder of Magal.b.2016 Acquisition:On April 1, 2016 (the “Closing Date”), a wholly-owned subsidiary of the Parent Company, completed the acquisition of all of the outstanding ordinary shares of AimetisCorp. (“Aimetis”), a corporation incorporated under the laws of Canada for total consideration of $ 14,469 consisting of $14,387 in cash and performance-based contingentpayments ("Earn-out") in a total of up to $ 844. The Earn-out payments were measured, by using the Monte Carlo Simulation of the triangular model, at fair value at theClosing Date in the amount of $82. Since the performance conditions have not been met, the liability of $82 was eliminated, and the respective amount was included as areduction of general and administrative expenses in the statement of operations.In addition, a retention in amount of $844 will be paid subject to continuous employment with Aimetis during the period of 13 months following the closing date, of two of itsexecutive employees. The expense is recognized on a linear basis. Aimetis specializes in advanced video analytics software and intelligent IP video management software (VMS). The acquisition adds product portfolio complementary to theGroup's large portfolio of perimeter intrusion detection systems (PIDS), adding a video surveillance offering with unmatched solutions for outdoor and critical sites, and alsostrengthening the Company's position in the market. The value of goodwill is attributed to synergies between the Company's portfolio and the acquired company's productsand services.F - 11MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 1:-GENERAL (Cont.)The acquisition was accounted for by the acquisition method and accordingly, the purchase price has been allocated according to the estimated fair value of the assetsacquired and liabilities assumed of the acquired company. The entire goodwill was assigned to the Video reporting unit within the Video and Cyber security segment. Theresults of the acquired company's operations have been included in the consolidated financial statements since April 1, 2016.The following table summarizes the estimated fair values of the assets acquired and liabilities assumed:Net assets (including cash of $ 2,274) $1,981 Intangible assets 4,520 Adjustment to deferred revenue 671 Deferred tax liabilities, net (562)Goodwill 7,859 Total purchase price $14,469 In performing the purchase price allocation, management considered, among other factors, analyses of historical financial performance, highest and best use of the acquiredassets and estimates of future performance of the acquired company's business.The fair value of intangible assets was based on market participant approach using an income approach. Intangible assets that are subject to amortization are amortized overtheir estimated useful lives. For technology, the Company is using the straight-line method and for customer relationships, the Company is using the acceleration method.The following table sets forth the components of intangible assets associated with the acquisition: Fair value Technology $3,759 Customer relationships 761 Total intangible assets $4,520 Acquisition related costs for the year ended December 31, 2016 amounted to approximately $270 and were included in general and administrative expenses in the statement ofoperations.F - 12 Year endedDecember 31, 2015 2016 Unaudited Revenues $71,709 $69,956 Net income (loss) attributable to Magal shareholders' $2,134 $(73) Basic and diluted income (loss) per share $0.13 $0.00 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 1:-GENERAL (Cont.)The amounts of revenue and net earnings of the acquired company since the acquisition date included in the consolidated income statement for the reporting period are: Year endedDecember 31, 2016 Revenues $5,047 Net loss $(2,667) Unaudited pro forma condensed results of operations:The following represents the unaudited pro forma condensed results of operations for the years ended December 31, 2015 and 2016, assuming that the acquisitions ofAimetis occurred on January 1, 2015. The pro forma information is not necessarily indicative of the results of operations that would have actually occurred had theacquisitions been consummated on those dates, nor does it purport to represent the results of operations for future periods. c.2014 Acquisition:On April 8, 2014, the Company completed the acquisition of all of the outstanding common stock of a U.S.-based fiber optic sensing technology company for $ 4,286 in cash.The acquired company is a provider of advanced solutions for sensing, security and communication. The company provides advanced and cost effective security solutionsfor military bases, airports, power plants, water treatment facilities, pipelines, secure data networks, and other critical infrastructures and high-value assets.F - 13MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 1:-GENERAL (Cont.)The acquisition was accounted for by the acquisition method and accordingly, the purchase price has been allocated according to the estimated fair value of the assetsacquired and liabilities assumed of the acquired company. The entire goodwill was assigned to the Products segment. The results of the acquired company's operations havebeen included in the consolidated financial statements since April 8, 2014.The following table summarizes the estimated fair values of the assets acquired and liabilities assumed:Net assets (including cash of $ 411) $821 Intangible assets 2,050 Deferred tax assets 474 Deferred tax liabilities (819)Goodwill 1,760 Total purchase price $4,286 In performing the purchase price allocation, management considered, among other factors, analyses of historical financial performance, highest and best use of the acquiredassets and estimates of future performance of the acquired company's business.The fair value of intangible assets was based on market participant approach using an income approach. Intangible assets that are subject to amortization are amortized overtheir estimated useful lives. For technology and backlog the Company is using the straight-line method and for customer relationships the Company is using the accelerationmethod.The following table sets forth the components of intangible assets associated with the acquisition and their annual rates of amortization: Fair value Technology $1,337 Customer relationships 315 Backlog 398 Total intangible assets $2,050 Acquisition related costs for the year ended December 31, 2014 amounted to $ 135 and were included in general and administrative expenses.F - 14MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 1:-GENERAL (Cont.)The amounts of revenue and net earnings of the acquired company since the acquisition date included in the consolidated income statement for the reporting period are: Year endedDecember 31, 2014 Revenues $3,763 Net income $733 Unaudited pro forma condensed results of operations:The following represents the unaudited pro forma condensed results of operations for the year ended December 31, 2014, assuming that the acquisitions of the FiberCompany occurred on January 1, 2013. The pro forma information is not necessarily indicative of the results of operations that would have actually occurred had theacquisitions been consummated on those dates, nor does it purport to represent the results of operations for future periods. Year endedDecember 31,2014 Unaudited Revenues $77,999 Net income attributable to Magal shareholders' $3,156 Basic and diluted income per share $0.19 d.During 2014, the Company faced a significant decrease in its legacy Cyber activities. Therefore, the Company concluded that an impairment test for the goodwill andintangible assets attributable to this activity was required during the fourth quarter of 2014. As a result, in the fourth quarter of 2014, the Company recorded a non-cashimpairment charge with respect to goodwill and intangible assets as follows: Goodwill – $ 2,114 (see also Note 2k and 7) and Intangible assets – $ 325 (see also Note 2i and 6).F - 15MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:- SIGNIFICANT ACCOUNTING POLICIESThe consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), followed on aconsistent basis.a.Use of estimates:The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reportedin the financial statements and accompanying notes. The most significant assumptions are employed in estimates used in determining values of goodwill and identifiableintangible assets, revenue recognition, allowances for doubtful debts, inventory write-offs, warranty provision, tax assets and tax positions, legal contingencies, and stock-based compensation costs. Actual results could differ from those estimates.b.Financial statements in U.S. dollars:The Company's revenues are generated mainly in NIS, U.S. dollars, Mexican Pesos and Euros. In addition, most of the Parent Company's costs are incurred in NIS. TheCompany's management believes that the NIS is the primary currency of the economic environment in which the Company operates.In accordance with U.S. Securities and Exchange Commission Regulation S-X, Rule 3-20, the Company has determined its reporting currency to be the U. S. dollar. Themeasurement process of Rule 3-20 is conceptually consistent with that of ASC 830.Therefore, the functional currency of the Company is the NIS and its reporting currency is the U.S. dollar. The functional currency of the Company's foreign subsidiaries isthe local currency in which each subsidiary operates.ASC 830, "Foreign Currency Matters" sets the standards for translating foreign currency financial statements of consolidated subsidiaries. The first step in the translationprocess is to identify the functional currency for each entity included in the financial statements. The accounts of each entity are then measured in its functional currency.All transaction gains and losses from the measurement of monetary balance sheet items are reflected in the statement of operations as financial income or expenses, asappropriate.After the measurement process is complete the financial statements are translated into the reporting currency, which is the U.S. dollar, using the current rate method. Equityaccounts are translated using historical exchange rates. All other balance sheet accounts are translated using the exchange rates in effect at the balance sheet date.Statement of operations amounts have been translated using the average exchange rate for the year. The resulting translation adjustments are reported as a component ofshareholders' equity in accumulated other comprehensive income (loss).F - 16MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)c.Principles of consolidation:The consolidated financial statements include the accounts of the Parent Company and its subsidiaries. Intercompany transactions and balances including profits fromintercompany sales not yet realized outside the Company, have been eliminated upon consolidation.Changes in the Parent Company's ownership interest with no change of control are treated as equity transactions, rather than step acquisitions or dilution gains or losses. Non-controlling interests in subsidiaries represent the equity in subsidiaries not attributable, directly or indirectly, to a parent. Non-controlling interests are presented inequity separately from the equity attributable to the equity holders of the Company. Profit or loss and components of other comprehensive income are attributed to theCompany and to non-controlling interests. Losses are attributed to non-controlling interests even if they result in a negative balance of non-controlling interests in theconsolidated statement of financial position. d.Cash equivalents:Cash equivalents are short-term highly liquid investments that are readily convertible into cash with original maturities of three months or less at the date acquired.e.Short-term and long-term bank deposits:Short-term bank deposits are deposits with maturities of more than three months and less than one year, and are presented at their cost.A bank deposit with a maturity of more than one year is included in long-term bank deposits, and presented at cost.f.Inventories:Inventories are stated at the lower of cost or market value. The Company periodically evaluates the inventory quantities on hand relative to historical and projected salesvolumes, current and historical selling prices and contractual obligations to maintain certain levels of parts. Based on these evaluations, inventory write-offs are provided tocover risks arising from slow-moving items, discontinued products, excess inventories, market prices lower than cost and adjusted revenue forecasts.Cost is determined as follows:Raw materials, parts and supplies: using the "first-in, first-out" method.Work in progress and finished products: on the basis of direct manufacturing costs with the addition of allocable indirect cost, representing allocable operating overheadexpenses and manufacturing costs.F - 17MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)During the years ended December 31, 2014, 2015 and 2016, the Company recorded inventory write-offs in the amounts of $ 379, $ 465 and $ 226, respectively. Such write-offswere included in cost of revenues.g.Long-term trade receivables:Long-term trade and other receivables with long term payment terms are recorded at their estimated present values.h.Property and equipment:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of theassets at the following annual rates: % Buildings3 - 4Machinery and equipment10 - 33 (mainly 10%)Motor vehicles15Promotional displays15 - 50Office furniture and equipment6 - 33Leasehold improvementsBy the shorter of the term of thelease or the useful life of the assetsi.Intangible assets:Intangible assets are comprised of patents, acquired technology, customer relations and backlog.Intangible assets are amortized over their useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets areconsumed or otherwise used up, in accordance with ASC 350, "Intangibles - Goodwill and Other." Intangible assets were amortized based on the straight-line method oracceleration method, at the following weighted average annual rates: % Patents10Technology12.5-20Customer relationships10.3-25Backlog100F - 18MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)During 2014, the Company recorded an impairment charge for intangible assets allocated to the reporting unit within the Cyber security segment in the amount of $ 325,which was recorded as part of the impairment of goodwill and intangible assets in the statements of operations (see Note 6).During the years ended December 31, 2015 and 2016, the Company did not record any impairment charges relate to its intangible assets.j.Impairment of long-lived assets:The Company's long-lived assets and certain identifiable intangibles are reviewed for impairment in accordance with ASC 360, "Property, Plant, and Equipment" wheneverevents or changes in circumstances indicate that the carrying amount of a group of assets may not be recoverable. Recoverability of a group of assets to be held and used ismeasured by a comparison of the carrying amount of the group to the future undiscounted cash flows expected to be generated by the group. If such group of assets isconsidered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. In 2014, 2015 and2016, the Company did not record any impairment charges attributable to property and equipment.During 2014, the Company recorded an impairment charge for intangible assets allocated to the reporting unit within the Cyber security segment in the amount of $ 325 (seeNote 2i).k.Goodwill:Goodwill has been recorded as a result of acquisitions and represents excess of the costs over the net fair value of the assets of the businesses acquired.Goodwill is allocated to three reporting units: one unit within the Products segment and the Cyber security reporting unit and Video reporting unit, both within the Video andCyber security segment.The Company follows ASC 350, "Intangibles - Goodwill and Other."ASC 350 requires goodwill to be tested for impairment, at the reporting unit level.F - 19MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If thequalitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than notindication of impairment, the two-step impairment test is performed. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit andproceed directly to performing the first step of the goodwill impairment test. The Company elects to perform an annual impairment test of goodwill as of December 31 of eachyear, or more frequently if impairment indicators are present. ASC 350 prescribes a two phase process for impairment testing of goodwill. The first phase screens for impairment, while the second phase (if necessary) measuresimpairment. In the first phase of impairment testing, goodwill attributable to each of the reporting units is tested for impairment by comparing the fair value of each reportingunit with its carrying value. If the carrying value of the reporting unit exceeds its fair value, the second phase is then performed. The second phase of the goodwillimpairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill.If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Fairvalue is determined using discounted cash flows, based on the income approach, as the Company believes that this approach best approximates the reporting unit's fairvalue at this time. Significant estimates used in the methodologies include estimates of future cash flows, future short-term and long-term growth rates and weighted averagecost of capital for each of the reporting units.Goodwill annual impairment test for the Products segment:The material assumptions used for the goodwill annual impairment test for the Products segment, according to the income approach for 2016 were five years of projected netcash flows, a weighted average cost of capital rate of 14% and a long-term growth rate of 3%. The Company considered historical rates and current market conditions whendetermining the discount and growth rates to use in its analyses. If these estimates or their related assumptions change in the future, the Company may be required to recordimpairment charges for its goodwill.As required by ASC 820, "Fair Value Measurements and Disclosures," the Company applies assumptions that marketplace participants would consider in determining the fairvalue of its reporting unit.During the years ended December 31, 2014, 2015 and 2016, the Company did not record any impairment charges relates to the goodwill allocated to the reporting units withinthe Products segment.F - 20MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)Goodwill annual impairment test for the Cyber security reporting unit within the Video and Cyber security segment:The material assumptions used for the goodwill annual impairment test for the Cyber security segment, according to the income approach for 2016 were five years ofprojected net cash flows, a weighted average cost of capital rate of 17% and a long-term growth rate of 3%. The Company considered current market conditions whendetermining the discount and growth rates to use in its analyses.As required by ASC 820, "Fair Value Measurements and Disclosures," the Company applies assumptions that marketplace participants would consider in determining the fairvalue of its reporting unit.In 2014, the first step which used the DCF approach to measure the fair value of the reporting unit within the Cyber security segment indicated that the carrying amount ofsuch reporting unit, including goodwill, exceeded its fair value. The second step was then conducted in order to measure the amount of impairment loss, by means of acomparison between the implied fair value of the goodwill and the carrying amount of the goodwill. In the second step, the Company assigned the fair value of the reportingunit within the Cyber security segment, as determined in the first step, to the reporting unit's individual assets and liabilities, including intangible assets. The excess of thefair value of the reporting unit over the amounts assigned to its assets and liabilities represented the amount of the implied fair value of goodwill. The carrying amount of thegoodwill over its implied fair value represented an impairment loss of goodwill in the amount of $ 2,114 which was recorded as part of the impairment of goodwill andintangible assets in the statements of operations.During the years ended December 31, 2015 and 2016, the Company did not record any impairment charges relates to the goodwill allocated to the Cyber security reportingunit within the Video and Cyber security segment.Goodwill annual impairment test for the Video reporting unit within the Video and Cyber security segment:The material assumptions used for the goodwill annual impairment test for the Video reporting unit, according to the income approach for 2016 were five years of projectednet cash flows, a weighted average cost of capital rate of 16% and a long-term growth rate of 3%. The Company considered historical rates and current market conditionswhen determining the discount and growth rates to use in its analyses. If these estimates or their related assumptions change in the future, the Company may be required torecord impairment charges for its goodwill.F - 21MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)As required by ASC 820, "Fair Value Measurements and Disclosures," the Company applies assumptions that marketplace participants would consider in determining the fairvalue of its reporting unit.During the year ended December 31, 2016, the Company did not record any impairment charges relates to the goodwill allocated to the Video reporting unit within the Videoand Cyber security segment.l.Business combinations:The Company accounts for business combinations in accordance with ASC No. 805, "Business Combinations". 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. Any excess of the fair value of net assets acquiredover purchase price and any subsequent changes in estimated contingencies are to be recorded in consolidated statements of operations.Acquisition related costs are expensed in the statement of operations in the period incurred.m.Revenue recognition:The Company generates its revenues mainly from (1) installation of comprehensive security systems for which revenues are generated from long-term fixed price contracts;(2) sales of security products; (3) services and maintenance, which are performed either on a fixed-price basis or as time-and-materials based contracts; and (4) softwarelicense fees.Revenues from installation of comprehensive security systems are generated from fixed-price contracts according to which the time between the signing of the contract andthe final customer acceptance is usually over one year. Such contracts require significant customization for each customer's specific needs and, as such, revenues from thistype of contract are recognized in accordance with ASC 605-35, "Revenue Recognition -Construction-Type and Production-Type Projects," using contract accounting on apercentage of completion method. Accounting for long-term contracts using the percentage-of-completion method stipulates that revenue and expense are recognizedthroughout the life of the contract, even though the project is not completed and the purchaser does not have possession of the project. Percentage of completion iscalculated based on the "Input Method."F - 22MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)Project costs include materials purchased to produce the system, related labor and overhead expenses and subcontractor's costs. The percentage to completion is measuredby monitoring costs and efforts devoted using records of actual costs incurred to date in the project compared to the total estimated project requirement, which correspondsto the costs related to earned revenues. The amounts of revenues recognized are based on the total fees under the agreements and the percentage to completion achieved.Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are first determined, in the amount of the estimated loss on the entirecontract.Estimated gross profit or loss from long-term contracts may change due to changes in estimates resulting from differences between actual performance and original forecasts.Such changes in estimated gross profit are recorded in results of operations when they are reasonably determinable by management, on a cumulative catch-up basis.The Company believes that the use of the percentage of completion method is appropriate as the Company has the ability to make reasonably dependable estimates of theextent of progress towards completion, contract revenues and contract costs. In addition, contracts executed include provisions that clearly specify the enforceable rightsregarding services to be provided and received by the parties to the contracts, the consideration to be exchanged and the manner and the terms of settlement, including incases of termination for convenience. In all cases the Company expects to perform its contractual obligations and its customers are expected to satisfy their obligationsunder the contract.Fees are payable upon completion of agreed upon milestones and subject to customer acceptance. Amounts of revenues recognized in advance of contractual billing arerecorded as unbilled accounts receivable. The period between most instances of advanced recognition of revenues and the customers' billing generally ranges between oneto six months.The Company sells security products to customers according to customer orders without installation work. The customers do not have a right to return the products.Revenues from security product sales are recognized in accordance with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition in Financial Statements," whendelivery has occurred, persuasive evidence of an agreement exists, the vendor's fee is fixed or determinable, no further obligation exists and collectability is probable.Services and maintenance are performed under either fixed-price or time-and-materials based contracts. Under fixed-price contracts, the Company agrees to perform certainwork for a fixed price. Under time-and-materials contracts, the Company is reimbursed for labor hours at negotiated hourly billing rates and for materials. Such servicecontracts are not in the scope of ASC 605-35 and, accordingly, related revenues are recognized in accordance with SAB No. 104, as those services are performed or over theterm of the related agreements provided that, an evidence of an arrangement has been obtained, fees are fixed or determinable and collectability is reasonably assured.F - 23MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)The Company generates revenues from the sales of its software products user licenses as well as from maintenance, support, consulting and training services. The Companygrants its products licenses primarily through its distributors, resellers and value added resellers ("VARs"), through its sales representatives and indirectly through originalequipment manufacturers ("OEMs"). The end customers, OEMs, distributors, resellers or VARs, as the case may be, are considered to be end users for the purposes ofrevenue recognition.The Company accounts for software sales in accordance with ASC 985-605, "Software Revenue Recognition" ("ASC 985-605"). Revenue from license fees and services arerecognized when persuasive evidence of an arrangement exists, delivery of the product has occurred or the services have been rendered, the fee is fixed or determinable andcollectability is probable. The Company usually does not grant a right of return to its customers.As required by ASC 985-605, the Company determines the value of the software component of its multiple-element arrangements using the residual method when vendorspecific objective evidence ("VSOE") of fair value exists for all the undelivered elements of the arrangement. VSOE is based on the price charged when an element is soldseparately or renewed. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to thedelivered elements and is recognized as revenue.Maintenance and support agreements provide customers with rights to unspecified software product updates, if and when available. These services grant the customers online and telephone access to technical support personnel during the term of the service. The Company recognizes maintenance and support services revenues ratably overthe term of the agreement, usually one year.Arrangements for the sale of software products that include consulting and training services are evaluated to determine whether those services are essential to thefunctionality of other delivered elements of the arrangement. The Company determined that these services are not considered essential to the functionality of other elementsof the arrangement. Therefore, the respective revenues from these services are recognized as a separate element of the arrangement.Service revenues are recognized as the services are performed.Deferred revenue includes unearned amounts under installation services, service contracts and maintenance agreements.n.Accounting for stock-based compensation:The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation-Stock Compensation".F - 24 2014 2015 2016 Dividend yield 0% 0% 0%Expected volatility 39.34%-44.91% 36.86%-50.05% 27.72%-46.02%Risk-free interest 0.10%-1.90% 0.24%-2.16% 0.61%-1.59%Contractual term 4-6 years 4-7 years 5-7 yearsForfeiture rate 10% 10% 10%Suboptimal exercise multiple 1.5 1.41 1.41MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)ASC 718 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 portion of theaward that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated income statement.The Company recognizes compensation expenses for the value of its awards, which have graded vesting, based on the accelerated attribution method over the vestingperiod, net of estimated forfeitures. Estimated forfeitures are based on actual historical pre-vesting forfeitures.During the years ended December 31, 2014, 2015 and 2016, the Company recognized stock-based compensation expenses related to employee stock options in the amountsof $ 373, $ 243 and $ 258, respectively.The Company estimates the fair value of stock options granted under ASC 718 using the Binomial model. The Binomial model for option pricing requires a number ofassumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. The suboptimal exercise factor is estimated using historicaloption exercise information. The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected toexercise their stock options. Expected volatility is based upon actual historical stock price movements and was calculated as of the grant dates for different periods, since theBinomial model can be used for different expected volatilities for different periods. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds withan equivalent term to the contractual term of the options. The expected term of options granted is derived from the output of the option valuation model and represents theperiod of time that options granted are expected to be outstanding. Estimated forfeitures are based on actual historical pre-vesting forfeitures.The following assumptions were used in the Binomial option pricing model for the years ended December 31, 2014, 2015 and 2016:F - 25 December 31, 2015 2016 Warranty provision, beginning of year $1,319 $1,213 Charged to costs and expenses relating to new sales 709 452 Costs of warranties granted (723) (456)Foreign currency translation adjustments (92) (12) Warranty provision, end of year $1,213 $1,197 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)o.Research and development costs:Research and development costs incurred in the process of developing product improvements or new products, are charged to expenses as incurred.p.Warranty costs:The Company provides a warranty for up to 24 months at no extra charge. The Company estimates the costs that may be incurred under its warranty and records a liability inthe amount of such costs at the time product revenue is recognized in accordance with ASC 450, "Contingencies." Factors that affect the Company's warranty liabilityinclude the number of units, historical and anticipated rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warrantyliabilities and adjusts the amounts as necessary.The following table provides the detail of the change in the Company's warranty accrual, which is a component of other accrued liabilities on the consolidated balance sheetsfor the years ended December 31, 2015 and 2016:q.Net earnings per share:Basic net earnings per share are computed based on the weighted average number of ordinary shares outstanding during each year. Diluted net earnings per share iscomputed based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential ordinary shares considered outstanding during theyear, in accordance with ASC 260, "Earnings Per Share." Certain of the Company's outstanding stock options have been excluded from the calculation of the diluted earningsper share because such securities are anti-dilutive. The total weighted average number of the Company's ordinary shares related to the outstanding options excluded fromthe calculations of diluted earnings per share was 871,304 shares, 712,391 shares and 559,250 shares for the years ended December 31, 2014, 2015 and 2016, respectively.F - 26 Year endedDecember 31, 2014 2015 2016 Balance at the beginning of the year $809 $1,802 $2,331 Doubtful debt expenses during the year 1,159 749 429 Customers write-offs/collection during the year, net (17) (185) (706)Exchange rate (149) (35) 10 $1,802 $2,331 $2,064 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)r.Concentrations of credit risk:Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term and long-term bankdeposits, trade receivables, unbilled accounts receivable, long-term trade receivables and long-term loans.Of the Company's cash and cash equivalents and short-term and restricted bank deposits at December 31, 2016, $ 43,430 was invested in major Israeli and U.S. banks, andapproximately $ 9,107 was invested in other banks, mainly with the Royal Bank of Canada, BBVA Bankcomer, Deutsche Bank and La Caixa. Cash and cash equivalents in theU.S. may be in excess of insured limits and are not insured in other jurisdictions. Generally these deposits may be redeemed upon demand and therefore, bear low risk.The short-term and long-term trade receivables of the Company, as well as the unbilled accounts receivable, are primarily derived from sales to large and solid organizationsand governmental authorities located mainly in Israel, the U.S., Canada, Mexico and Europe.The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determinedwith respect to those amounts that the Company has determined to be doubtful of collection and in accordance with an aging policy. In certain circumstances, the Companymay require letters of credit, other collateral or additional guarantees.Changes in the Company's allowance for doubtful accounts during the three years period ended December 31, 2016 are as follows:As of December 31, 2016, the Company has no significant off-balance sheet concentrations of credit risk, such as foreign exchange contracts or foreign hedgingarrangements.F - 27MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)s.Income taxes:The Company accounts for income taxes in accordance with ASC 740, "Income Taxes." This ASC prescribes the use of the liability method whereby deferred tax assets andliability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax ratesand 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 theirestimated realizable value.The Company adopted an amendment to ASC 740, "Income Taxes". The amendment clarifies the accounting for uncertainties in income taxes by establishing minimumstandards for the recognition and measurement of tax positions taken or expected to be taken in a tax return. Under the requirements of ASC 740, the Company must reviewall of its tax positions and make a determination as to whether its position is more-likely-than-not to be sustained upon examination by regulatory authorities. If a tax positionmeets the more-likely-than-not standard, then the related tax benefit is measured based on a cumulative probability analysis of the amount that is more-likely-than-not to berealized upon ultimate settlement or disposition of the underlying issue.In the years ended December 31, 2014, 2015 and 2016, the Company recorded tax expenses (income) in connection to uncertainties in income taxes of $ 55, $ 147 and $ (230)respectively.t.Severance pay:The Company's liability for its Israeli employees severance pay is calculated pursuant to Israel's Severance Pay Law based on the most recent salary of the employeesmultiplied by the number of years of employment, as of the balance sheet date (the "Shut Down Method"). Employees are entitled to one month's salary for each year ofemployment or a portion thereof. The Company's liability for its employees in Israel is fully provided by monthly deposits with insurance policies and by an accrual. Thevalue of these policies is recorded as an asset in the Company's balance sheet.The deposited funds include profits accumulated up to balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant toIsrael's Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash surrender value of these policies and includes immaterial profits.On December 31, 2007, the then Chairman of the Company's Board of Directors, retired from his position. Pursuant to his retirement agreement, the retired Chairman is entitledto receive certain perquisites from the Company for the rest of his life. As of December 31, 2016, the actuarial value of these perquisites is estimated at approximately $ 632.This provision was included as part of accrued severance pay.F - 28MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)Severance expenses for the years ended December 31, 2014, 2015 and 2016, amounted to approximately $ 1,009, $ 245 and $ 1,126, respectively.The Company has entered into an agreement with some of its employees implementing Section 14 of the Severance Pay Law and the General Approval of the Labor Ministerdated June 30, 1998, issued in accordance with the said Section 14, mandating that upon termination of such employees' employment, all the amounts accrued in theirinsurance policies will be released to them. The severance pay liabilities and deposits covered by these plans are not reflected in the balance sheet as the severance pay riskshave been irrevocably transferred to the severance funds.u.Fair value of financial instruments:The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:(i)The carrying amounts of cash and cash equivalents, short-term bank deposits, long-term bank deposits, trade receivables, unbilled accounts receivable, short-termbank credit and trade payables approximate their fair value due to the short-term maturity of such instruments.(ii)The carrying amount of the Company's long-term trade receivables approximate their fair value. The fair value was estimated using discounted cash flows analysis,based on the Company's investment rates for similar type of investment arrangements.(iii)The carrying amounts of the Company's long-term debt are estimated by discounting the future cash flows using current interest rates for loans of similar terms andmaturities. As of December 31, 2016, there was no material difference in the fair value of the Company's long-term borrowing compared to their carrying amount.v.Advertising expenses:Advertising costs are expensed as incurred. Advertising expenses for the years ended December 31, 2014, 2015 and 2016, were $ 321, $ 122 and $ 219, respectively.w.Fair value measurements:ASC 820, "Fair Value Measurement and Disclosure" clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfera liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions thatmarket participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three tier value hierarchy, which prioritizesthe inputs used in the valuation methodologies in measuring fair value:F - 29 Year endedDecember 31, 2014 2015 2016 Foreign currency translation adjustments $2,041 $(1,850) $(1,923) Total accumulated other comprehensive income (loss) $2,041 $(1,850) $(1,923)MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)Level 1-Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.Level 2-Significant other observable inputs based on market data obtained from sources independent of the reporting entity.Level 3-Unobservable inputs which are supported by little or no market activity.As of December 31, 2014, 2015 and 2016, the Company did not have any derivative instruments, measured at fair value on a recurring or nonrecurring basis.y.Comprehensive income (loss):The Company accounts for comprehensive income (loss) in accordance with ASC 220, "Comprehensive Income". ASC 220 establishes standards for the reporting anddisplay of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income generally represents all changes inshareholders' equity (deficiency) during the period except those resulting from investments by, or distributions to, shareholders.The Company has determined that its items of comprehensive income (loss) relate to unrealized gain from foreign currency translation adjustments.The total accumulated other comprehensive income (loss), net was comprised as follows:F - 30MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)z.Impact of recently issued accounting standards:In May 2014, the Financial Accounting Standards Board ("FASB") issued an ASU No. 2014-09 on revenue from contracts with customers, which outlines a singlecomprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. Thecore principle is that an entity should recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects theconsideration to which the entity expects to be entitled in exchange for those goods and services.The guidance determines a five-step model for recognizing revenue from contracts with customers:1.Identifying the contract2.Identifying performance obligations3.Determining the transaction price4.Allocating the transaction price to separate performance obligations5.Recognizing revenueThe new standard will be effective for the Company beginning January 1, 2018, and adoption as of the original effective date of January 1, 2017 is permitted. The Companywill adopt the new standard as of January 1, 2018.The Company has made progress toward completing its evaluation of the potential changes from adopting this new standard on its financial reporting and disclosures. TheCompany has evaluated the impact of the standard on majority of its revenue streams and associated contracts. The Company expects to complete the evaluation of theimpact of the accounting and disclosure changes on its business processes, controls and systems throughout 2017, design any changes to such business processes,controls and systems, and implement the changes before the end of 2017.Currently, the Company identified issues related to variable consideration, contract accounting, incremental costs of obtaining a contract that relate to sales commission andallocating contract consideration to performance obligation for which the adoption of the standard may have an effect on the Company's accounting policy.The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulativeeffect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company currently anticipates adoptingthe standard using the modified retrospective method rather than full retrospective method.F - 31MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)The FASB has issued, and may issue in the future, interpretive guidance which may cause our evaluation to change. The Company believes they are following anappropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective the beginning of fiscal year 2018. The Company continues to assess all potential impacts under the new revenues standard.In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which will replace the existing guidance in ASC 840, "Leases." The updated standard aims to increasetransparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of keyinformation about leasing arrangements. This ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods; earlyadoption is permitted and modified retrospective application is required. The Company is in the process of evaluating this guidance to determine the impact it will have on itsfinancial statements and related disclosures.In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation,” which simplifies several aspects of the accounting for share-based payments,including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to theemployees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account forforfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholdsshares for tax-withholding purposes. The amendments in this update became effective on January 1, 2017. The Company's adoption of ASU 2016-09 will not have a materialimpact on its consolidated financial statements. Effective as of January 1, 2017, the Company adopted a change in accounting policy in accordance with ASU 2016-09 toaccount for forfeitures as they occur. Upon the adoption in the first quarter of 2017, the effect of the adoption on the Company's retained earnings is expected to beimmaterial.F - 32MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)The FASB issued ASU 2016-13 “Measurement of Credit Losses on Financial Instruments” requiring an allowance to be recorded for all expected credit losses for financialassets. The allowance for credit losses is based on historical information, current conditions and reasonable and supportable forecasts. Disclosures of credit qualityindicators in relation to the amortized cost of financing receivables are further disaggregated by year of origination. The new accounting guidance is effective for interim andannual periods beginning after December 15, 2019 with early adoption permitted for interim and annual periods beginning after December 15, 2018. The amendments will beapplied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company isanalyzing the impact of this new standard and, at this time, cannot estimate the impact of adoption on its net income. The Company plans to adopt ASU 2016-13 effectiveJanuary 1, 2020.In August 2016, FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This update will make eighttargeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The update is effective for fiscal years beginning afterDecember 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply theamendments prospectively as of the earliest date practicable. The Company is currently evaluating the effect of this update on its consolidated financial statements andrelated disclosures.In January 2017, the FASB issued ASU No. 2017-04, Intangibles: Goodwill and Other: Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurementof goodwill, the amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of areporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value;however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, the income tax effects of tax deductible goodwill onthe carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirementsfor any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitativeassessment for a reporting unit to determine if the qualitative impairment test is necessary. The amendments should be applied on a prospective basis. The nature of andreason for the change in accounting principle should be disclosed upon transition. The amendments in this update should be adopted for annual or any interim goodwillimpairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted on testing dates after January 1, 2017. The Company is currently evaluating theimpact of adopting this new guidance on its consolidated financial statements, but it is not expected to have a material impact.F - 33 December 31, 2015 2016 Government authorities $443 $325 Employees 13 25 Prepaid expenses 852 1,087 Advances to suppliers 533 1,050 Others 266 264 $2,107 $2,751 December 31, 2015 2016 Raw materials $1,498 $983 Work in progress 1,607 772 Finished products 4,774 5,063 $7,879 $6,818 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES (Cont.)In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update provide amore robust framework to use in determining when a set of assets and activities is a business. Because the current definition of a business is interpreted broadly and can bedifficult to apply, stakeholders indicated that analyzing transactions is inefficient and costly and that the definition does not permit the use of reasonable judgment. Theamendments provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The amendments inthis update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company is currently evaluating theimpact of adopting this new guidance on its consolidated financial statements, but it is not expected to have a material impact. NOTE 3:-OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSESNOTE 4:-INVENTORIES F - 34 December 31, 2015 2016 Cost: Land and buildings $6,574 $6,629 Machinery and equipment 2,566 2,725 Motor vehicles 1,734 1,664 Promotional displays 419 526 Office furniture and equipment 3,455 4,166 Leasehold improvements 521 722 15,269 16,432 Accumulated depreciation: Buildings 3,490 3,742 Machinery and equipment 2,045 2,745 Motor vehicles 852 959 Promotional displays 355 382 Office furniture and equipment 2,791 2,784 Leasehold improvements 321 519 9,854 11,131 Property and equipment, net $5,415 $5,301 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 5:-PROPERTY AND EQUIPMENT, NETa.Composition: b.Depreciation expenses amounted to $ 1,184, $ 983 and $ 954 for the years ended December 31, 2014, 2015 and 2016, respectively.F - 35 December 31, 2015 2016 Cost: Know-how and patents $4,076 $4,175 Technology 1,789 5,444 Customer relationships 686 1,425 Backlog 708 712 7,259 11,756 Accumulated amortization: Know-how and patents 4,002 4,125 Technology 762 1,337 Customer relationships 475 649 Backlog 707 712 5,946 6,823 Intangible assets , net $1,313 $4,933 December 31, 2017 $890 2018 864 2019 808 2020 775 2021 and thereafter 1,596 $4,933 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 6:-INTANGIBLE ASSETS, NETa.Composition: b.Amortization expenses related to intangible assets, not including the impairment of technology and customer relationships amounted to $ 783, $ 520 and $ 786 for the yearsended December 31, 2014, 2015 and 2016, respectively.c.Estimated amortization of intangible assets for the years ended:F - 36 Products Video andCyber security Total As of January 1, 2015 $3,552 $944 $4,496 Foreign currency translation adjustments (242) (4) (246) As of December 31, 2015 3,310 940 4,250 Acquisition of Aimetis - 7,859 7,859 Foreign currency translation adjustments (5) (254) (259) As of December 31, 2016 $3,305 $8,545 $11,850 December 31, 2015 2016 Employees and payroll accruals $3,212 $3,167 Accrued expenses 4,949 5,691 Deferred revenues 487 1,273 Government authorities 51 103 Income tax payable and tax provision 1,822 1,150 Others 227 262 $10,748 $11,646 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 7:-GOODWILLGoodwill relates to Products segment and Video and Cyber security segment.Changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2016 are as follows: NOTE 8:-OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSESF - 37 2017 $867 2018 483 2019 323 2020 206 2021 180 2022 and there after 1,080 $3,139 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 9:-COMMITMENTS AND CONTINGENT LIABILITIESa.Royalty commitments to the Innovation Authority (formerly the Office of the Chief Scientist) of the Israeli Ministry of Economy, or Innovation Authority:Under the research and development agreements between the Company and the Innovation Authority and the Company's Israeli subsidiary and the Innovation Authorityand pursuant to applicable laws, the Company and its Israeli subsidiary are required to pay royalties at the rate of 3.5% of revenues derived from sales of products developedwith funds provided by the Innovation Authority and ancillary services, up to an amount equal to 100% of the Innovation Authority research and development grantsreceived, linked to the U.S. dollars plus interest on the unpaid amount received based on the 12-month LIBOR rate applicable to U.S. dollar deposits. The obligation to paythese royalties is contingent on actual sales of the products and in the absence of such sales no payment is required. During 2014 and 2015, the Company's Israeli subsidiaryreceived grants amounted to $ 118 and $ 134, respectively, from the Innovation Authority. Following the cancelation of 2015 project, the Company's Israeli subsidiaryreturned the $ 134 advance grant received in 2015. The Company did not receive any grants from the Innovation Authority in 2016. Royalties paid to the Innovation Authority amounted to $ 83, $ 42 and $ 17 for the years ended December 31, 2014, 2015 and 2016, respectively, which were recorded in costof revenues. As of December 31, 2016, the Company and its Israeli subsidiary had remaining contingent obligations to pay royalties in the amount of approximately $ 1,764. b.Royalty commitments to a third party:During 2002, the Company entered into a development agreement for planning, developing and manufacturing a security system with a third party. Under the agreement, theCompany agreed to pay the third party royalty fees based on a defined formula. As of December 31, 2016, royalty commitments under the agreement amounted to $ 55.c.Lease commitments:The Company rents certain of its facilities and some of its motor vehicles under various operating lease agreements, which expire on various dates, the latest of which is in2029.Future minimum lease payments under non-cancelable operating lease agreements are as follows: Total rent expenses for the years ended December 31, 2014, 2015 and 2016 were approximately $ 1,135, $ 1,176 and $ 1,121, respectively.F - 38MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 9:-COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)d.Guarantees:As of December 31, 2016 and 2015, the Company had credit lines of approximately $ 17,744 and $ 22,829, out of which $ 3,333 and $ 5,744 were utilized for bank performanceguarantees and advance payment guarantees and bid bond guarantees from several banks, mainly in Israel and Canada.e.The Company's Canadian subsidiary has undertaken to maintain a general covenant and the following financial ratio and term in respect of its outstanding credit lines: a ratioof total liabilities to tangible net worth of not greater than 0.75:1. As of December 31, 2016, the Company's Canadian subsidiary was in compliance with the ratio and term.f.Restricted deposits:As of December 31, 2016 the Company’s restricted deposits relate mainly to the acquisition of Aimetis and to several projects in order to guarantee the Company'sperformance under those projects. g.Legal proceedings: 1.On January 11, 2017, the Company was requested by one of its foreign customers to settle an alleged debt following a post clearance audit performed by the customer'slocal revenue authority in relation to the customer's operations. The Company received the post clearance audit findings in March 2017 and believes that the localrevenue authority's findings, as well as the customer’s request are erroneous. Based on the preliminary review by the internal legal counsel, management believes thatthis matter will not have a material adverse effect on the Company's financial position or results of operations.2.The Company is subject to legal proceedings arising in the normal course of business. Based on the advice of legal counsel, management believes that theseproceedings will not have a material adverse effect on the Company's financial position or results of operations. F - 39MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 10:- SHAREHOLDERS' EQUITYa.Pertinent rights and privileges conferred by Ordinary shares:The Ordinary shares of the Company are listed on the NASDAQ Global Market. The Ordinary shares confer upon their holders the right to receive notice to participate andvote in the general meetings of the Company and the right to receive dividends, if declared.b.Issued and outstanding share capital: 16,398,872 Ordinary shares at December 31, 2015 and 22,894,348 Ordinary shares at December 31, 2016.On September 30, 2016, the Parent Company completed a rights offering of 6,170,386 of the Company's Ordinary shares at a price per share of $ 3.86 and receivedapproximately $ 23,617, net in consideration of the sale. Total expenses related to the rights offering were approximately $201.c.Stock Option Plan:On October 27, 2003, the Company's Board of Directors approved the Company's 2003 Israeli Share Option Plan ("the 2003 Plan"). Under the 2003 Plan, stock options may beperiodically granted to employees, directors, officers and consultants of the Company or its subsidiaries in accordance with the decision of the Board of Directors of theCompany (or a committee appointed by it). The Board of Directors also has the authority to determine the vesting schedule and exercise price of options granted under the2003 Plan.In May 2008, the Board of Directors approved an amendment to the 2003 Plan, which was approved by the shareholders in August 2008, which increased the number ofOrdinary shares available for issuance under the 2003 Plan by an additional 1,000,000 shares and the termination of the 2003 Plan was extended from October 2013 to October2018. Any options that are cancelled or forfeited before expiration become available for future grant.F - 40 Number ofoptions Weighted-averageexerciseprice Weighted-averageremainingcontractuallife(in months) Aggregateintrinsicvalue(in thousands) Outstanding at January 1, 2016 875,250 4.45 40 59 Granted 201,000 4.97 63.9 19 Exercised (325,090) 4.27 Forfeited (158,584) 4.92 Outstanding at December 31, 2016 592,576 4.6 52.1 277 Vested and expected to vest at December 31, 2016 546,576 4.58 51.4 239 Exercisable at December 31, 2016 58,576 4.05 9.83 60 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 10:- SHAREHOLDERS' EQUITY (Cont.)On June 23, 2010, the Company's Annual General Meeting approved the Company's 2010 Israeli Share Option Plan, or the 2010 Plan, which authorizes the grant of options toemployees, officers, directors and consultants of the Company and its subsidiaries. The ordinary shares that remain available for futures option grants under the 2003 Planas of the date of the adoption of the 2010 Plan and any ordinary shares that become available in the future under the 2003 Plan as a result of expiration, cancellation orrelinquishment of any option currently outstanding under the 2003 Plan will be rolled over to the 2010 Plan. No additional options will be granted under the 2003 Plan. InJune 2013, the Company's shareholders approved an increase to the number of ordinary shares available for issuance under the 2010 Plan by an additional 500,000 shares.The 2010 Plan has a term of ten years.As of December 31, 2016, 621,859 Ordinary shares were available for future option grants.A summary of employee option activity under the Company's stock option plans as of December 31, 2016 and changes during the year ended December 31, 2016 are asfollows:The weighted-average grant-date fair value of options granted during the years ended December 31, 2014, 2015 and 2016 were $ 0.65, $ 1.56 and $ 1.53, respectively. Theaggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing stock price on the last trading day of the fourthquarter of fiscal 2016 and the exercise price, multiplied by the number of in-the-money options). This amount changes, based on the fair market value of the Company's stock.The total intrinsic value of options exercised for the years ended December 31, 2014, 2015 and 2016 were approximately $198, $162 and $ 300. As of December 31, 2016, therewas approximately $ 460 of unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company's stock optionplans. This cost is expected to be recognized over a period of up to 3.75 years. F - 41MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 10:- SHAREHOLDERS' EQUITY (Cont.)The options outstanding as of December 31, 2016 are follows:Number of optionsoutstanding as ofDecember 31, 2016 Exerciseprice Weighted average remaining contractuallife Number of optionsexercisable as ofDecember 31, 2016 (In months) 27,500 4.35 1.94 27,500 20,000 3.53 11.01 20,000 20,076 4.25 37.07 11,076 150,000 4.96 50.47 - 24,000 4.40 53.23 - 174,000 4.15 55.87 - 138,000 5.00 62.89 - 39,000 4.86 67.94 - 592,576 52.1 58,576 e.Warrants:On January 2013, as part of the acquisition of CyberSeal, the Company issued to CyberSeal's former owners warrants to purchase 898,203 of the Company's Ordinary sharesat an exercise price of $ 4.16 per share. 50% of the warrants became exercisable on December 31, 2013 and will expire on December 30, 2018. The remaining 50% becameexercisable on December 31, 2014 and will expire on December 30, 2019. The $ 1,500 fair value of the warrants was calculated using the Binominal model. The Companyrecognized the $ 1,500 as part of its additional paid-in capital. The Company granted registration rights to the recipients of the warrants.e.Dividends:Dividends, if any, will be declared and paid in U.S. dollars. Dividends paid to shareholders in Israel will be converted into NIS on the basis of the exchange rate prevailing atthe date of payment. The Company has determined that it will not distribute dividends out of tax-exempt profits.F - 42 Year endedDecember 31, 2014 2015 2016 Numerator: Income (loss) attributable to Magal shareholders' $3,410 $3,141 $1,029 Denominator: Denominator for basic net earnings (loss) per share weighted-average number of shares outstanding 16,186,148 16,347,948 17,999,779 Effect of diluting securities: Employee stock options 151,908 62,763 31,654 Denominator for diluted net earnings (loss) per share - adjusted weighted average shares and assumed exercises 16,338,056 16, 410,711 18,031,433 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 11:- BASIC AND DILUTED NET EARNINGS PER SHARE NOTE 12:- TAXES ON INCOMEa.Tax laws applicable to the Group companies:Income Tax (Inflationary Adjustments) Law, 1985:According to the law, until 2007, the results for tax purposes were adjusted for the changes in the Israeli CPI.In February 2008, the "Knesset" (Israeli parliament) passed an amendment to the Income Tax (Inflationary Adjustments) Law, 1985, which limits the scope of the law starting2008 and thereafter. Since 2008, the results for tax purposes are measured in nominal values, excluding certain adjustments for changes in the Israeli CPI carried out in theperiod up to December 31, 2007. Adjustments relating to capital gains such as for sale of property (betterment) and securities continue to apply until disposal. Since 2008, theamendment to the law includes, among others, the cancellation of the inflationary additions and deductions and the additional deduction for depreciation (in respect ofdepreciable assets purchased after the 2007 tax year).The Law for the Encouragement of Capital Investments, 1959:According to the Law, the companies are entitled to various tax benefits by virtue of the "approved enterprise" and/or "beneficiary enterprise" status granted to part of theirenterprises, as implied by this Law. The principal benefits by virtue of the Law are:F - 43MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 12:- TAXES ON INCOME (Cont.)Tax benefits and reduced tax rates: Following the enactment of Amendment No. 60 to the Law, subsequent to April 1, 2005, the income qualifying for tax benefits under the tax benefits track is the taxableincome of a company that has met certain conditions as determined by the Law ("a beneficiary company"), and which is derived from an industrial enterprise. In respect ofplant expansions executed following Amendment No. 60 to the Law, the benefit period starts at the later of the year elected and the first year the Company earns taxableincome provided that 12 years have not passed since the beginning of the year of election.In March 2007, the Company received a pre-ruling from the Israeli Tax Authority for its request for a Beneficiary Enterprise for the elected tax year 2005 ("the 2005 program"),regarding eligibility for benefits under the Amendment. The Company did not obtained any tax benefits from this program. The benefit period of this program terminated onDecember 31, 2016.Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 68):In December 2010, the "Knesset" (Israeli Parliament) passed the Law for Economic Policy for 2011 and 2012 (Amended Legislation), 2011 ("the Amendment"), whichprescribes, among others, amendments in the Law for the Encouragement of Capital Investments, 1959 ("the Law"). The Amendment became effective as of January 1, 2011.According to the Amendment, the benefit tracks in the Law were modified and a flat tax rate applies to the Company's entire preferred income under its status as a privilegedcompany with a preferred enterprise. Commencing from the 2011 tax year, the Company can elect (without possibility of reversal) to apply the Amendment in a certain tax yearand from that year and thereafter, it will be subject to the amended tax rates. The tax rates under the Amendment are: 2011 and 2012 - 15% (in development area A - 10%) andin 2013 - 12.5% (in development area A - 7%).After the termination of the benefit period of the 2005 program, the Company will apply the Amendment effective from the 2017 tax year.The Company's Israeli subsidiary applied the Amendment effective from the 2011 tax year.F - 44MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 12:- TAXES ON INCOME (Cont.) Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 71):On August 5, 2013, the "Knesset" issued the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets for 2013 and 2014), 2013 whichconsists of Amendment 71 to the Law for the Encouragement of Capital Investments ("the Amendment"). According to the Amendment, the tax rate on preferred incomeform a preferred enterprise in 2014 and thereafter will be 16% (in development area A - 9%). As for changes in tax rates resulting from the enactment of Amendment 73 to theLaw, see below.The Amendment also prescribes that any dividends distributed to individuals or foreign residents from the preferred enterprise's earnings as above will be subject to tax at arate of 20%.Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 73):In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which includesAmendment 73 to the Law for the Encouragement of Capital Investments ("the Amendment") was published. According to the Amendment, a preferred enterprise located indevelopment area A will be subject to a tax rate of 7.5% instead of 9% effective from January 1, 2017 and thereafter (the tax rate applicable to preferred enterprises located inother areas remains at 16%).The Amendment also prescribes special tax tracks for technological enterprises, which are subject to rules that are to be issued by the Minister of Finance by March 31, 2017.The new tax tracks under the Amendment are as follows:Technological preferred enterprise - an enterprise for which total consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion. Atechnological preferred enterprise, as defined in the Law, which is located in the center of Israel will be subject to tax at a rate of 12% on profits deriving from intellectualproperty (in development area A - a tax rate of 7.5%).Any dividends distributed to "foreign companies", as defined in the Law, deriving from income from the technological enterprises will be subject to tax at a rate of 4%. Since as of December 31, 2016 definitive criteria to determine the tax benefits had not yet been established, it cannot be concluded that the legislation in respect oftechnological enterprises had been enacted or substantively enacted as of that date. Accordingly, the above changes in the tax rates relating to technological enterpriseswere not taken into account in the computation of deferred taxes as of December 31, 2016F - 45MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 12:- TAXES ON INCOME (Cont.)Accelerated depreciation:By virtue of the Law, the Company is eligible for deduction of accelerated depreciation on equipment used by the approved enterprise / beneficiary enterprise from the firstyear of the asset's operation.The Law for the Encouragement of Industry (Taxation), 1969:The Company has the status of an "industrial company", as defined by this law. According to this status and by virtue of regulations published thereunder, the Company isentitled to claim a deduction of accelerated depreciation on equipment used in industrial activities, as determined in the regulations issued under the Inflationary Law. TheCompany is also entitled to amortize a patent or rights to use a patent or intellectual property that are used in the enterprise's development or advancement, to deductissuance expenses for shares listed for trading, and to file consolidated financial statements under certain conditions.b.Tax rates applicable to the Group: 1.The Israeli regular corporate tax rate for Israeli companies was 26.5% in 2014 and 2015 and 25% in 2016. In January 2016, the Law for Amending the Income Tax Ordinance (No. 216) (Reduction of Corporate Tax Rate), 2016 was approved, which includes a reduction of theIn January 2016, the Law for Amending the Income Tax Ordinance (No. 216) (Reduction of Corporate Tax Rate), 2016 was approved, which includes a reduction of thecorporate tax rate from 26.5% to 25%, effective from January 1, 2016.In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018Budget Years), 2016 which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018.In August 2013, the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets for 2013 and 2014), 2013 ("the Budget Law") wasenacted. The Law includes, among others, provisions for the taxation of revaluation gains effective from August 1, 2013. The provisions regarding revaluation gainswill become effective only after the publication of regulations defining what should be considered as "retained earnings not subject to corporate tax" and regulationsthat set forth provisions for avoiding double taxation of foreign assets. As of the date of approval of these financial statements, these regulations have not beenpublished. These changes include, among others, increasing the corporate tax rate from 25% to 26.5%, cancelling the reduction in the tax rates applicable to privilegedenterprises (9% in development area A and 16% elsewhere) and, in certain cases, increasing the rate of dividend withholding tax within the scope of the Law for theEncouragement of Capital Investments to 20% effective from January 1, 2014. 2.The tax rates of the Company's non-Israeli subsidiaries range between 16%-40%.F - 46MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 12:- TAXES ON INCOME (Cont.)c.Income taxes on non-Israeli subsidiaries:Non-Israeli subsidiaries are taxed according to the tax laws in their respective country of domicile.Israeli income taxes and foreign withholding taxes were not provided for undistributed earnings of the Company's foreign subsidiaries. The Company's board of directors hasdetermined that the Company will not distribute any amounts of its undistributed earnings as dividends. The Company intends to reinvest these earnings indefinitely in itsforeign subsidiaries. Accordingly, no deferred income taxes have been provided. If these earnings were distributed to Israel in the form of dividends or otherwise, theCompany would be subject to additional Israeli income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.d.Tax assessments:Final tax assessments:The Company received final tax assessments through the 2014 tax year. The Company's Israeli subsidiary received final tax assessments through the 2012 tax year. Thesubsidiary in Latin America received final tax assessments for 2010 and 2011 tax years.The remaining subsidiaries have not received final tax assessments since their incorporation, however, the assessments of these subsidiaries are deemed final through therange between 2007-2011 tax years.F - 47 Year endedDecember 31, 2014 2015 2016 Income before taxes as reported in the statements of operations $3,402 $5,031 $904 Tax rate 26.5% 26.5% 25% Theoretical tax $902 $1,333 $226 Increase (decrease) in taxes: Non-deductible items 746 211 249 Losses and other items for which a valuation allowance was provided 939 579 977 Realization of carryforward tax losses for which valuation allowance was provided (2,382) (587) (541)Changes in valuation allowance (1,034) (567) (1,602)Tax rate differences in subsidiaries 571 276 236 Provision for uncertain tax positions 55 147 (230)Taxes in respect of prior years - 7 79 Tax withheld against which valuation allowance was provided this year 391 671 602 Investment tax credit (160) (158) (220)Other 54 11 102 Taxes on income (tax benefit) in the statements of operations $82 $1,923 $(122) Year ended December 31, 2014 2015 2016 Current $1,024 $1,979 $1,485 Deferred (942) (56) (1,607) $82 $1,923 $(122) Domestic $295 $966 $407 Foreign (213) 957 (529) $82 $1,923 $(122)MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 12:- TAXES ON INCOME (Cont.)e.Reconciliation between the theoretical tax expense, assuming all income is taxed at the Israeli statutory rate, and the actual tax expense, is as follows:f.Taxes on income (tax benefit) included in the statements of operations:F - 48 December 31, 2015 2016 Deferred tax assets: Operating loss carry forwards $6,178 $4,781 Reserves and tax allowances 2,646 2,936 Total deferred taxes before valuation allowance 8,824 7,717 Valuation allowance (7,276) (5,603) Deferred tax assets, net: 1,548 2,114 Deferred tax liabilities: 666 167 Net deferred tax assets $882 $1,947 Foreign $882 $1,947 Year endedDecember 31, 2014 2015 2016 Domestic $(923) $(1,484) $(1,482)Foreign 4,325 6,515 2,386 $3,402 $5,031 $904 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 12:- 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 theamounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:h.The domestic and foreign components of income (loss) before taxes are as follows:i.Net operating carry forward tax losses:The Company has estimated total available carry forward tax losses of $ 3,603 to offset against future taxable income. As of December 31, 2016, the Company recorded a fullvaluation allowance on these carry forward tax losses due to the uncertainty of their future realization. There is no time limitation for the realization of such tax losses.F - 49 December 31, 2015 2016 Balance at the beginning of the year $758 $893 Additions based on tax positions taken related to the current year 293 45 Reductions related to settlement of tax matters and limitation (146) (275)Foreign currency translation adjustments (12) - Balance at the end of the year $893 $663 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 12:- TAXES ON INCOME (Cont.)The Parent Company's subsidiaries have estimated total available carry forward tax losses of $ 14,330, which may be used to offset against future taxable income, for periodsranging between 1 to 20 years. As of December 31, 2016, the Parent Company recorded a partial valuation allowance for its subsidiaries' carry forward tax losses due to theuncertainty of their future realization.Utilization of U.S. net operating losses may be subject to a substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.j.Uncertain tax positions:As of December 31, 2015 and 2016 balances in respect to ASC 740, "Income Taxes" amounted to $ 893 and $ 663, respectively.A reconciliation of the beginning and ending amount of unrecognized tax positions is as follows:Substantially all the balance of unrecognized tax benefits, if recognized, would reduce the Company's annual effective tax rateNOTE 13:- BALANCES AND TRANSACTIONS WITH RELATED PARTIESThe Company compensates its Executive Chairman of the Board for services provided to the Company commencing October 1, 2014.The Company pays for his services in addition to the directors' fees paid by the Company to all of its directors: (i) a monthly payment of approximately $4 for time devoted to suchposition; and (ii) an annual cash bonus of $30 that will be paid only if the Company’s net profit pursuant to its annual audited and consolidated financial statement exceeds $5,000. The annual cash bonus is payable commencing as of the fiscal year 2015 and will be paid, if earned, as set forth in the Compensation Policy.F - 50 Year endedDecember 31, 2014 Products Projects Cyber security Eliminations Total Revenues $37,554 $39,198 $1,329 $(538) $77,543 Depreciation and amortization $1,006 $641 $320 $- $1,967 Impairment of goodwill and intangible assets $- $- $2,439 $- $2,439 Operating income (loss), before financial expenses and taxes onincome $6,770 $(148) $(4,995) $(204) $1,423 Financial income, net (1,979)Taxes on income 82 Net income $3,320 Year endedDecember 31, 2015 Products Projects Cyber security Eliminations Total Revenues $30,761 $34,128 $1,596 $(2,749) $63,736 Depreciation and amortization $787 $602 $114 $- $1,503 Operating income (loss), before financial expenses and taxes onincome $6,023 $1,095 $(1,684) $(1,045) $4,389 Financial income, net (642)Taxes on income 1,923 Net income $3,108 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 14:- SEGMENT INFORMATIONThe Company adopted ASC 280, "Segment Reporting." As of December 31, 2016, the Company operates in three operational segments, as follows:·Perimeter Products segment (Products) - sales of perimeter products, including services and maintenance that are performed either on a fixed-price basis or pursuant to time-and-materials based contracts, and·Turnkey Projects segment (Projects) - installation of comprehensive turnkey solutions for which revenues are generated from long-term fixed price contracts, and·Video and Cyber security segment - provides software and hardware products, in the field of Video management and Cyber security, for monitoring, securing, and the activemanagement of network video systems, video analytics, as well as wired, wireless, and fiber optic communication networks. Prior to 2016 this segment consisted of onereporting unit, the Cyber security unit.a.The following data present the revenues, expenditures, assets and other operating data of the Company's operating segments:F - 51 Year endedDecember 31, 2016 Products Projects Video andCyber security Eliminations Total Revenues $32,372 $31,823 $5,626 $(1,996) $67,825 Depreciation and amortization $632 $512 $596 $- $1,740 Operating income (loss), before financial expenses and taxes onincome $5,799 $(163) $(3,383) $(758) $1,495 Financial expenses, net (591)Tax benefits, net 122 Net income $1,026 Year endedDecember 31, 2015 Products Projects Cyber security Total Total long-lived assets $6,641 $3,360 $977 $10,978 Year endedDecember 31, 2016 Products Projects Video andCyber security Total Total long-lived assets $6,346 $3,198 $12,540 $22,084 Year endedDecember 31, 2014 2015 2016 Customer A 14.8% 13.3% 8.6 Customer B 6.4% 18.1% 11.9%MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data) NOTE 14:-SEGMENT INFORMATION (Cont.) Long-live assets includes property and equipment, net, intangible assets, net and goodwill.b.Major customer data (percentage of total revenues):F - 52 Year endedDecember 31, 2014 2015 2016 Israel $16,525 $12,406 $8,727 Europe 9,591 7,891 8,330 North America 21,165 17,749 23,467 South and Latin America 8,813 13,443 10,364 Africa 12,393 6,611 7,585 Others 9,056 5,636 9,352 $77,543 $63,736 $67,825 December 31, 2015 2016 Israel $3,889 $3,554 Europe 900 923 USA 3,073 2,860 Canada 2,387 14,081 Others 729 666 $10,978 $22,084 MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 14:-SEGMENT INFORMATION (Cont.) c.Geographical information:The following is a summary of revenues within geographic areas based on end customer's location and long-lived assets:1. Revenues:2. Long-lived assets:Long-live assets includes property and equipment, net, intangible assets, net and goodwill.F - 53 Year endedDecember 31, 2014 2015 2016 Financial expenses: Interest on short-term and long-term bank credit and bank charges and long-term debt $(493) $(381) $(299)Foreign exchange loss, net - - (595) (493) (381) (894)Financial income: Interest on short-term and long-term bank deposits 141 54 303 Foreign exchange gains, net 2,331 969 - 2,472 1,023 303 Financial income (expenses), net $1,979 $642 $(591)MAGAL SECURITY SYSTEMS LTD.AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSU.S. dollars in thousands (except share and per share data)NOTE 15:- SELECTED STATEMENTS OF INCOME DATAFinancial expenses: F - 54 SIGNATURE 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 amendment to annualreport on its behalf. MAGAL SECURITY SYSTEMS LTD. By:/s/ Saar Koursh Name: Saar Koursh Title: Chief Executive Officer Date: March 29, 2017- 90 - Exhibit 4.3 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCHOTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OROTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROMREGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT. VOID AFTER TERMINATION DATE WARRANT To Purchase ______ Ordinary Shares of MAGAL SECURITY SYSTEMS LTD. (the “Company”) THIS CERTIFIES that, for value received, S.G.S Trusts Ltd. (the “Holder”) is entitled, upon the terms and subject to the conditions set forth in this Warrant, to subscribe for andpurchase from the Company, up to _____ Ordinary Shares of the Company, nominal value NIS 1.00 each (the “Warrant Shares”) at a purchase price as detailed in Section 2 hereof (the “ExercisePrice”). The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. 1. Title to Warrant; Limitation on Exercise. Unless accelerated pursuant to the SPA, the Warrant shall vest on December 31, 2014 (the "Effective Date"). The right to subscribe forthis Warrant shall expire on December 30, 2019 (the "Termination Date"). Except for transfers to __________(the “Seller”), pursuant to the provisions of the Escrow Agreement between the Holder and the Seller dated January 21, 2013 (the “EscrowAgreement”), the Holder shall not sell, assign, transfer, convey, pledge, or otherwise dispose of or deliver to any third party, the ownership of or the title to this Warrant, to the Warrant Shares orany rights related or connected thereto. 2. Exercise Price. This Warrant shall be exercisable, in whole or in part, at an exercise price of NIS 15.46272 per share (the "Exercise Price”). 3. Authorization of Shares. The Company covenants that all shares issuable upon the exercise of this Warrant will, pursuant to the terms and provisions hereof, be dulyauthorized validly issued, fully paid and non-assessable and free from all taxes, liens and charges in respect of the issue. 4. Exercise of Warrant. Exercise of this Warrant, in whole or in part, may be made at any time or times, following the Effective Date and before the close of business in Israel onthe Termination Date, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Companyas it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price of theshares thereby purchased by wire transfer or cashier’s check, whereupon the holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares purchased.Certificates for Warrant Shares purchased hereunder shall be delivered to the holder hereof within reasonable time after the date on which this Warrant shall have been exercised as aforesaid andsubject to the provisions of the Escrow Agreement. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder orany other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by paymentto the Company of the Exercise Price. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares,deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identicalwith this Warrant. 5. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share thatthe Holder would otherwise be entitled to purchase upon such exercise, the Company shall round the number of Warrant Shares issuable upon such exercise to next whole number. 6. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue tax,stamp duty or other incidental expense in respect of the issuance of such certificate, all of which taxes, duties and expenses shall be paid by the Company, and such certificates shall be issued inthe name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates are to be issued in a name otherthan the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder hereof; and the Companymay require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 7. Closing of Books. The Company will not close its shareholder books or records in any manner that prevents the timely exercise of this Warrant, subject to Section 11 below. 8. Transfer, Division and Combination. (a) Subject to compliance with the provisions of Section 1 hereof and subject to any applicable securities laws, transfer of this Warrantand all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of theCompany, together with the Assignment Form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of suchtransfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominationor denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shallpromptly be cancelled. A new holder for the purchase of Warrant Shares, if properly assigned, may exercise a Warrant, without having a new Warrant issued. 2 (b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written noticespecifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 8(a), as to any transfer which maybe involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordancewith such notice. (c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 8. 9. No Rights as Shareholder until Exercise. This Warrant does not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company prior to theexercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares so purchased shall be a deemed to be issued to such holder as the recordowner of such shares as of the close of business on the later of the date of such surrender or payment. 10. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it(which shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant orshare certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. 11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a businessday including, without limitation, Saturday, Sunday or a legal holiday in Israel or in the US, then such action may be taken or such right may be exercised on the next succeeding day not aSaturday, Sunday or legal holiday. 12. Adjustments of Exercise Price and Number of Warrant Shares. (a) The number and kind of shares purchasable upon the exercise of this Warrant and the Exercise Price shallbe subject to adjustment from time to time upon the happening of any of the following: (i) In case the Company shall declare or pay a dividend in shares or make a distribution in shares to holdersof its outstanding Ordinary Shares, (ii) In case the Company shall subdivide its outstanding Ordinary Shares into a greater number of shares, or (iii) combine its outstanding Ordinary Shares intoa smaller number of shares, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall beentitled to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive had such Warrant been exercised inadvance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the holder of this Warrant shallthereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplyingthe Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the numberof Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective dateof such event retroactive to the record date, if any, for such event. 3(b) Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as hereinprovided, the Company shall promptly mail by registered or certified mail, to the holder of this Warrant notice of such adjustment or adjustments setting forth the number of Warrant Shares (andother securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth abrief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in the absence of manifest error, shall be exclusiveevidence of the correctness of such adjustment. (c) In the event that, at any time, as a result of an adjustment made pursuant to this Section, the holder of this Warrant shall become entitled to purchase any securities of the Companyother than Ordinary Shares, hereafter the number of such other shares so purchasable upon exercise of this Warrant and the Exercise Price of such shares shall be subject to adjustment from timeto time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraph (a) through (b) inclusive, of this Section 12. 14. Notice of Corporate Action. If at any time: (a) The Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend or other distribution, or any rightto subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or (b) There shall be any capital reorganization of the Company, any reclassification or recapitalization of the share capital of the Company or any consolidation ormerger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or, (c) There shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) at least 14 days’ prior written notice of the date on which a record date shall be selected for such dividend,distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) inthe case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 14 days’ prior written notice of the date whenthe same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distributionor right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any suchreorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which theholders of Ordinary Shares shall be entitled to exchange their shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such writtennotice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with this Warrant. 415. Authorized Shares. The Company covenants that as of the Effective Day, it will reserve from its authorized and unissued Ordinary Shares, and keep available free frompreemptive rights, a sufficient number of Ordinary Shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant and will, at its expense,procure such listing of such Ordinary Shares (subject to issuance or notice of issuance) as then may be required on all stock exchanges on which the Ordinary Shares are then listed. TheCompany further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue thenecessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure thatsuch Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of all stock exchanges upon which the Ordinary Shares may belisted. The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation,merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in goodfaith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. The Holder shall have such registration rights with respect of the Warrant Shares as prescribed in the Share Purchase Agreement dated December 30, 2012 ("SPA") by andamong the Company, Websilicon Network Integrations Ltd. ("Websilicon") and the Shareholders of Websilicon as defined in the SPA. 16. Representation (a) The Holder hereby represents and warrants as follows: (i) The Holder is purchasing this Warrant for its own account for investment purposes and not with a view to or intention of resale or distribution of this Warrantor the Warrant Shares. The Holder has no present plan, intention or arrangement (whether or not legally binding), other than pursuant to the Escrow Agreement,, to sell the Warrant Shares to orthrough any person or entity. The Holder understands that the Warrant Shares have not been registered under the Securities Act or any state securities laws and that the Company has issuedthis Warrant in reliance on exemptions therefrom. The Holder agrees that, in addition to the limitations on the transfer of this Warrant and the Warrant Shares set forth herein, it will not, directly orindirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to purchase, transfer or otherwise acquire or take a pledge of) this Warrant or any of the Warrant Shares except incompliance with the Securities Act, applicable state or foreign securities laws and the respective rules and regulations thereunder. Notwithstanding the foregoing, the Holder is not agreeing to hold the Warrant Shares for any particular period of time. (ii) The Holder is a sophisticated investor (as described in Regulation D promulgated under the Securities Act of 1933) and an “accredited investor” (as defined inRegulation D), and the Holder has such knowledge and experience in business and financial matters that it has the capacity to protect its own interests in connection with the transactionscontemplated herein and is capable of evaluating the merits and risks of the purchase of this Warrant and of an investment in the Warrant Shares as contemplated herein. 5 (iii) The Holder acknowledges that the purchase of this Warrant and the exercise thereof are speculative and involve a high degree of risk. The Holder has theability to bear the economic risks of investment in the Warrant Shares for an indefinite time. (iv) The Holder acknowledges and understands that this Warrant and the Warrant Shares issuable pursuant to the exercise thereof will be considered “restrictedsecurities” within the meaning of Rule 144 under the Securities Act 1933; that Rule 144 may not be available to exempt from the registration requirements of Securities Act sales of such restrictedsecurities; that if Rule 144 is available, sales may be made on reliance upon Rule 144 only in accordance with the terms and conditions of Rule 144, and that, if the exemption for such sales is notavailable, registration of the Warrant Shares under the Securities Act and the state securities laws may be required. (v) The Holder is not a “U. S. Person” (as such term is defined in Rule 902(b) of Regulation S promulgated under the Securities Act of 1933. (vi) At no time was the Holder presented with or solicited by or through any leaflet, public promotional meeting, or television advertisement or, to the Seller’sknowledge, with any other form of communication, which appeared to the Holder to constitute general solicitation or advertising. (vii) The Holder understands that no United States federal or state agency or any other U.S. or Israeli government or governmental agency has passed on or madeany recommendation or endorsement of this Warrant and the Warrant Shares or the fairness or suitability of the investment in the Warrant Shares nor have such authorities passed upon orendorsed the merits of the sale of the Warrant Shares, as contemplated herein. (b) The Company represents and warrants to the Holder as follows: (i) This Warrant has been duly authorized and executed by the Company and constitutes a valid and binding obligation of the Company enforceable inaccordance with its terms. (ii) The Warrant Shares are duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validlyissued, fully paid and nonassessable and not subject to any preemptive rights. (iii) The execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant in accordance with the terms hereofwill not be, inconsistent with the Company’s Articles of Association, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and,except for consents that have already been obtained by the Company, do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture, mortgage,contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any actionin respect of or by, any Federal, state or local government authority or agency or other person. 6 17. Legends Each Certificate, or any certificate representing any other securities issued in respect of the this Warrant and/or the Warrant Shares upon any stock split, stock dividend,recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless securities evidenced by such warrant or certificate shall have been registered under theSecurities Act) be stamped or otherwise imprinted with the legend substantially in the following form (in addition to any legend required under any applicable law): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANYOTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT ANDSUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE OR FOREIGNSECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. 18. Miscellaneous. (a) Jurisdiction. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of State of Israelwithout regard to its conflict of law, principles or rules, and be subject to the exclusive jurisdiction of the competent court in Tel Aviv, provided, however, that its securities aspects shall begoverned by the applicable U.S. Law. (b) Waiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudiceHolder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. (c) Successors and Assigns. Subject to applicable securities laws and the limitations set forth herein, this Warrant and the rights and obligations evidenced hereby shall inure tothe benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of allHolders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares and all references to the "Holder" shall include a reference to his assigns,personal representatives and successors in title. (f) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the consent of the Company and the Holder. (g) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision ofthis Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of suchprovisions or the remaining provisions of this Warrant. 7 (h) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. (i) Definition of Ordinary Shares. For the purpose of this Warrant the term "Ordinary Shares" shall mean the ordinary shares of NIS 1.00 of the Company. REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK 8IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized. Dated: January 21, 2012 MAGAL SECURITY SYATEMS LTD. By:__________________________________ Name:________________________________ Title:_________________________________ 9NOTICE OF EXERCISE To: Magal Security Systems Ltd.(1) The undersigned hereby elects to purchase ________ Ordinary Shares (the “Shares”), of Magal Security Systems Ltd. pursuant to the terms of the attached warrant,and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below: _______________________________(Name)_______________________________(Address)_______________________________ Dated: ______________________________Signature ASSIGNMENT FORM(To assign the foregoing warrant, executethis form and supply required information.Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to _______________________________________________ whose address is_______________________________________________________________. _______________________________________________________________Dated: ______________, _______ Holder's Signature: _____________________________Holder's Address: _____________________________ _____________________________ Signature Guaranteed: ___________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must beguaranteed by a bank, Certified Notary or trust company. Officers of corporations and those acting in an fiduciary or other representative capacity should file proper evidence of authority toassign the foregoing Warrant. Exhibit 8.1SUBSIDIARIES OF MAGAL SECURITY SYSTEMS LTD.Below is a listing of Magal Security Systems Ltd.'s wholly-owned significant subsidiaries: Subsidiary Name Country/State ofIncorporation/OrganizationSenstar Inc. United States (Delaware)Senstar Latin America, S.A. DE C.V MexicoSenstar Corp. CanadaAimetis Corp. Canada Exhibit 12.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICERPursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended I, Saar Koursh, certify that: 1. I have reviewed this annual report on Form 20-F of Magal Security Systems 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 thecircumstances 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 ofoperations and cash flows of the company as of, and for, the periods presented in this report; 4. The company's other certifying officer 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 materialinformation relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport 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 reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;(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 controlsand 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 materiallyaffected, or is reasonably likely to materially affect, the company's internal control over financial reporting; 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 auditcommittee of the company's board of directors (or persons performing the equivalent function): (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 thecompany'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 29, 2017/s/ Saar Koursh *Saar Koursh Chief Executive Officer* The originally executed copy of this Certification will be maintained at the Company's offices and will be made available for inspection upon request. Exhibit 12.2 CERTIFICATION OF CHIEF FINANCIAL OFFICERPursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended I, Yaacov Vinokur, certify that: 1. I have reviewed this annual report on Form 20-F of Magal Security Systems 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 thecircumstances 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 ofoperations and cash flows of the company as of, and for, the periods presented in this report; 4. The company's other certifying officer 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 materialinformation relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport 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 reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;(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 controlsand 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 materiallyaffected, or is reasonably likely to materially affect, the company's internal control over financial reporting; 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 auditcommittee of the company's board of directors (or persons performing the equivalent function): (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 thecompany'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 29, 2017/s/Yaacov Vinokur*Yaacov Vinokur, Chief Financial Officer* The originally executed copy of this Certification will be maintained at the Company's offices and will be made available for inspection upon request. Exhibit 13.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Magal Security Systems Ltd. (the "Company") on Form 20-F for the period ending December 31, 2016 as filed with the Securities and ExchangeCommission on the date hereof (the "Report"), I, Saar Koursh, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-OxleyAct of 2002, that:(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 result of operations of the Company. /s/ Saar Koursh *Saar KourshChief Executive OfficerDate: March 29, 2017* The originally executed copy of this Certification will be maintained at the Company's offices and will be made available for inspection upon request.This certification accompanies this Annual Report on Form 20-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933,as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference Exhibit 13.2CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Magal Security Systems Ltd. (the "Company") on Form 20-F for the period ending December 31, 2016 as filed with the Securities and ExchangeCommission on the date hereof (the "Report"), I, Yaacov Vinokur, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-OxleyAct of 2002, that:(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 result of operations of the Company. /s/Yaacov Vinokur*Yaacov VinokurChief Financial OfficerDate: March 29, 2017* The originally executed copy of this Certification will be maintained at the Company's offices and will be made available for inspection upon request.This certification accompanies this Annual Report on Form 20-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933,as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference Exhibit 15.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption "Experts" and to the incorporation by reference in the Registration Statements on Form F-1 (File No. 333-213020) and to theincorporation by reference in the Registration Statements on Form S-8 (Files Nos. 333-127340, 333-164696, 333-174127 and 333-190469) of our report dated March 29, 2017 with respect to theconsolidated financial statements of Magal Security Systems Ltd. included in this Annual Report on Form 20-F for the year ended December 31, 2016 filed with the Securities and ExchangeCommission. Tel-Aviv, Israel/s/Kost Forer Gabbay & KasiererKOST FORER GABBAY & KASIERERMarch 29, 2017A Member of Ernst & Young Global

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