SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
For the fiscal year ended December 31, 2017
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
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 charter
and 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 Officer
Magal 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 class
Ordinary Shares, NIS 1.0 Par Value
Name of each exchange on which registered
NASDAQ 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 …….…23,032,448
(as of December 31, 2017)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "accelerated filer," "large
accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
Non-accelerated filer ☒
Accelerated filer ☐
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
International Financial Reporting Standards as issued by
the International Accounting Standards Board ☐
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
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 ☒
Item 17 ☐ Item 18 ☐
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, and Form
F-3 File No. (333-217063)
TABLE OF CONTENTS
PART I
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
A.
B.
C.
D.
A.
B.
C.
D.
ITEM 4A.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 8.
ITEM 9.
A.
B.
C.
D.
E.
F.
A.
B.
C.
D.
E.
A. .
B.
C.
A.
B.
A.
B.
C.
D.
E.
F.
ITEM 10.
A.
B.
C.
D.
E.
F.
G.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
OFFER STATISTICS AND EXPECTED TIMETABLE
KEY INFORMATION
Selected Consolidated Financial Data.
Capitalization and Indebtedness.
Reasons for the Offer and Use of Proceeds.
Risk Factors.
Information on the Company
History and Development of the Company.
Business Overview.
Organizational Structure.
Property, Plants and Equipment.
Unresolved Staff Comments
Operating and Financial Review and Prospects
Operating Results.
Liquidity and Capital Resources
Research and Development, Patents and Licenses.
Trend Information.
Off-Balance Sheet Arrangements.
Tabular Disclosure of Contractual Obligations.
Directors, Senior Management and Employees
Directors and Senior Management.
Compensation
Board Practices
Employees
Share Ownership.
Major Shareholders and Related Party Transactions
Major Shareholders
Related Party Transactions.
Interests of Experts and Counsel.
Financial Information
Consolidated Statements and Other Financial Information.
Significant Changes.
The Offer and Listing
Offer and Listing Details.
Plan of Distribution.
Markets.
Selling Shareholders.
Dilution.
Expenses of the Issue.
Additional Information
Share Capital.
Memorandum and Articles of Association.
Material Contracts.
Exchange Controls.
Taxation.
Dividends and Paying Agents.
Statements by Experts.
Page No.
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H.
I.
ITEM 11.
ITEM 12.
PART II
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16.
ITEM 16A.
ITEM 16B.
ITEM 16C.
ITEM 16D.
ITEM 16E.
ITEM 16F.
ITEM 16G.
ITEM 16H.
PART III
ITEM 17.
ITEM 18.
ITEM 19.
Documents on Display.
Subsidiary Information.
Quantitative and Qualitative Disclosures about Market Risk
Description of Securities Other Than Equity Securities
Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Security Holders and Use of Proceeds
Controls and Procedures
[RESERVED]
Audit Committee Financial Expert
Code of Ethics
Principal Accountant Fees and Services
Exemptions from the Listing Standards for Audit Committees
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Changes in Registrant’s Certifying Accountant
Corporate Governance
Mine Safety Disclosure
Financial Statements
Financial Statements
Exhibits
ii
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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 more than 45
years, we have delivered our products as well as tailor-made security solutions and turnkey projects to customers in over 100 countries under some of the most challenging conditions. We offer
comprehensive integrated solutions for critical sites, which leverage our broad portfolio of homegrown PIDS (Perimeter Intrusion Detection Systems), advanced VMS (Video Management
Software) with native IVA (Intelligent Video Analytics) security solutions.
Based on our multi-decade industry experience and interaction with customers, we have developed a unique set of solutions and products, optimized for perimeter, outdoor and general
security applications. 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 and concealed 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. Our turnkey solutions are typically integrated and managed by sophisticated modular command and control software, supported by expert systems for real-time decision
support. We have successfully installed customized solutions and products in more than 100 countries worldwide. Our ordinary shares are traded on the NASDAQ Global Market under the
symbol “MAGS.” Our website is www.magalsecurity.com. The information on our website is not incorporated by reference into this annual report. 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.
AIMETIS, AIMETIS SYMPHONY, FIBERPATROL, FLARE, FLEXPI, FLEXPS, FLEXZONE, GUIDAR, INTELLI-FIELD, OMNITRAX, PANTHER, PINPOINTER, REPELS, SENNET,
SENSTAR, SENSTAR & DESIGN, SENTIENT, ULTRAWAVE DESIGN, XFIELD, MAGAL, DTR, FORTIS, MAESTRO DB, FENSOR, and ROBOGUARD, are registered trademarks.
ARMOURFLEX, CYBERSEAL, ENTERPRISE MANAGER, GALLIUM PDS, INTELLI-FLEX, INTELLIFIBER, LM100, the MAGAL logo, NETWORK MANAGER, RUBIDIUM, STARLED,
STARNET, SYMPHONY, TUNGSTEN, VANADIUM and all other marks used to identify 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 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,
or U.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.
The representative exchange rate between the NIS and the dollar as published by the Bank of Israel and effective on December 31, 2017 was NIS 3.4670 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 not
complete 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 may
read the document itself for a complete description of its terms.
iii
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 the
Securities 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 respect
to future events and financial results. Forward-looking statements usually include the verbs, “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “understands” and
other verbs suggesting uncertainty. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve
known 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-looking
statements, 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 the
date 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 the
Risk Factors section which appears in Item 3.D “Key Information -Risk Factors.”
iv
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
PART I
Not applicable.
ITEM 3.
KEY INFORMATION
A. Selected Consolidated Financial Data.
The following selected consolidated financial data for and as of the five years ended December 31, 2017 are derived from our audited consolidated financial statements which have been
prepared in accordance with U.S. GAAP. We have derived the following selected consolidated financial data as of December 31, 2016 and 2017 and for each of the years ended December 31,
2015, 2016 and 2017 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
selected consolidated financial data as of December 31, 2013, 2014 and 2015 and for each of the years ended December 31, 2013 and 2014 from our audited consolidated financial statements not
included in this 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 Review and Prospects” and our audited consolidated financial statements and notes thereto included elsewhere in this annual report.
Revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development, net
Selling and marketing
General and administrative
Impairment of goodwill and other intangible assets
Total operating expenses
Operating income (loss)
Financial income (expenses), net
Income (loss) before income taxes
Taxes on income (tax benefit)
Net income (loss)
Less: net income (loss) attributable to non-controlling interest
Net income (loss) attributable to Magal’s shareholders
Basic and diluted net earnings (loss) per share
2013
2014
2015
2016
2017
$
$
$
$
$
51,517
31,059
20,458
4,409
12,781
7,787
-
24,977
(4,519)
59
(4,460)
69
(4,529) $
(66)
(4,463) $
(0.28) $
77,543
43,049
34,494
4,604
17,130
8,898
2,439
33,071
1,423
1,979
3,402
82
3,320
$
$
63,736
32,722
31,014
4,814
14,785
7,026
-
26,625
4,389
642
5,031
1,923
3,108
$
$
(90)
3,410
$
0.21
$
(33)
3,141
$
0.19
$
$
67,825
34,570
33,255
6,779
17,536
7,445
-
31,760
1,495
(591)
904
(122)
1,026
$
(3)
1,029
$
0.06
$
64,292
32,967
31,325
6,558
18,158
7,853
-
32,569
(1,244)
(3,961)
(5,205)
1,695
(6,900)
14
(6,914)
(0.30)
Weighted average number of ordinary shares used in computing basic net
earnings per share
16,138,944
16,186,148
16,347,948
17,999,779
22,989,009
Weighted average number of ordinary shares used in computing diluted net
earnings per share
16,138,944
16,338,056
16,410,711
18,031,433
22,989,009
Consolidated Balance Sheets Data:
Cash and cash equivalents
Short and long-term deposits and restricted deposits
Working capital
Total assets
Short-term bank credit (including current maturities of long-term loans)
Long-term bank loans
Total shareholders’ equity
$
2013
2014
2015
2016
2017
$
21,602
10,979
45,805
83,759
3,071
1,406
55,957
$
27,319
3,977
43,996
74,996
-
-
55,695
$
19,692
32,971
58,752
105,993
-
-
81,918
22,463
30,022
59,401
112,545
-
-
82,949
$
32,235
12,283
46,922
87,787
6,270
1,912
57,540
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 our ordinary
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 ordinary shares
could decline, and you could lose all or part of your investment. Risks Related to Our Business
We have incurred losses in 2017 and we may not be able to regain and sustain profitable operations. We may not have sufficient resources to fund our operations in the future.
We reported an operating loss of $1.2 million and a net loss of $6.9 million in the year ended December 31, 2017. We may not be able to regain and 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 of expenditure 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, and results 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 a
significant 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,
or the IDF accounted for 13.3%, 8.6% and 10.2% of our revenues in the years ended December 31, 2015, 2016 and 2017, respectively. In addition, revenues from a national electricity company in
Latin America accounted for 18.1%, 11.9% and 14.6% of our revenues in the years ended December 31, 2015, 2016 and 2017, respectively. The MOD, the IDF or any of our other major continuing
customers 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 replace
business from large contracts will adversely affect our financial results. Any unanticipated delays in a large project, changes in customer requirements or priorities during the project
implementation 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 there
is 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.
3
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 a
higher 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 are
beyond our control. Factors contributing to these fluctuations include the following:
ö
ö
ö
ö
ö
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;
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 quickly
enough 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 year
comparisons 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 in
future 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 prospects
based 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 one
customer 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 same
customer 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 of
operations 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-year
comparisons 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 to
twelve 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. We expect to make additional
acquisitions in the future that could disrupt our operations and harm our operating results.
In February 2018, we signed an agreement to acquire a 55% controlling interest in ECS BAZ Ltd., an Israeli-based company, focused on the development and manufacturing of military-
grade smart Security Video Observation and Surveillance systems. The closing of the acquisition is subject to customary closing conditions and is scheduled to be completed in the second
quarter of 2018.
4
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). In July 2017, we amalgamated our two Canadian subsidiaries. Following the amalgamation, the company maintained the name Senstar Corporation. We also
made acquisitions in 2014 and 2013.
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 their
businesses 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 respective
operations 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
during the 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
could have 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 an
adverse 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 intangible
assets 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 and
contingent liabilities and amortization expenses related to identifiable intangible assets, any of which 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 or limited prior experience.
Mergers and acquisitions of companies are inherently risky and subject to many factors outside of our control and no assurance can be given that our future acquisitions will be
successful and will not adversely affect our business, operating results, or financial condition. In the future, we may seek to acquire or make strategic investments in complementary businesses,
technologies, services or products, or enter into strategic partnerships or alliances with third parties in order to expand our business. Failure to manage and successfully integrate such
acquisitions could materially harm our business and operating results. Prior acquisitions have resulted in a wide range of outcomes, from successful introduction of new products technologies
and professional services to a failure to do so. Even when an acquired company has previously developed and marketed products, there can be no assurance that new product enhancements
will be made in a timely manner or that pre-acquisition due diligence will have identified all possible issues that might arise with respect to such products. If we acquire other businesses, we may
face difficulties, including:
ö Difficulties in integrating the operations, systems, technologies, products, and personnel of the acquired businesses or enterprises;
ö Diversion of management’s attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions;
ö
Integrating financial forecasting and controls, procedures and reporting cycles;
ö Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;
ö
ö
Insufficient revenue to offset increased expenses associated with acquisitions; and
The potential loss of key employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after announcement of
acquisition plans.
5
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 procurement
procedures. 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 to
governmental 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. A
decrease 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 modify
contracts or subcontracts if:
ö
ö
ö
ö
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 perimeter
intrusion detection systems, or PIDS, Video Management Software, or VMS, Intelligent Video Analytics, or IVA, and turnkey projects and solutions. Some of our competitors and potential
competitors have greater research, development, financial and personnel resources, including governmental support, as well as established greater penetration into certain vertical markets or
geographical 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 and
managerial 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 to
obtain 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 challenge
contracts that are awarded to us.
6
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, technology and professional services, which would reduce our sales, and our
business, operating results and financial condition may be adversely affected. The global and domestic economies continue to face a number of economic challenges, including threatened
sovereign defaults, credit downgrades, restricted credit for businesses and consumers and potentially falling demand for a variety of products and services. These developments, or the
perception that any of them could occur, could result in longer sales cycles, slower adoption of new technologies and increased price competition for our products and services. We could also
be exposed to credit risk and payment delinquencies on our accounts receivable, which are not covered by collateral.
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 a
substantial 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 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.
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 economy
and 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 weaken
further, 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 of
product 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 and
implementing 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 a
full-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 new
sales 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 or
insurance.
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 be
untested 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 our
products 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 protect
against 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 our
insurance 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 if
fully 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 and
availability of adequate insurance in the future.
7
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 to
these changes.
The market for our products may be affected by evolving technologies, changing industry standards, changing regulatory environments, new product introductions and changes in
customer requirements. The introduction of products embodying new technologies and the emergence of new industry standards and practices can render existing products obsolete and
unmarketable. 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 product
features that keep pace with technological developments and emerging industry standards. In the future:
ö we may not be successful in developing and marketing new products or product features that respond to technological change or evolving industry standards;
ö we may experience difficulties that could delay or prevent the successful development, introduction and marketing of these new products and features; or
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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 retain
qualified 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 hire
adequate personnel to achieve our goals or support the anticipated growth in our business. Competition may be amplified by evolving restrictions on immigration, travel, or availability of visas
for skilled technology workers. If we fail to attract and retain qualified personnel, our business, operations and product development efforts would suffer.
Our financial results may be significantly affected by currency fluctuations.
Most of our sales are made in North America, Latin America, Africa, Israel and Europe. Our revenues are primarily denominated in Dollars, NIS, Mexican Pesos and Euros, 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 our liabilities are
denominated in NIS. 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 Israel may 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 against such 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 positive impact on our results of operations and we recorded foreign exchange income, net of $1 million, in the year ended December 31 2015. Foreign currency fluctuations had
a negative impact on our results of operations and we recorded foreign exchange loss, net of $0.6 million and $4 million, in the years ended December 31, 2016 and 2017 respectively. We may
incur exchange losses in the future. Our results of operations may continue to be materially affected by currency fluctuations in the future.
8
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 with
these 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 our
failure 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,
we are 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
influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment, and requires companies to maintain adequate record-keeping and internal accounting
practices to accurately 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
considered foreign 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 these third 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, some of 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 violating anti-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, there can 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 could adversely affect our reputation, business, financial condition and results of operations.
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, 2015, 2016 and 2017 approximately 80.5%, 87.1% and 85.1%, respectively, of our revenues
were 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 costs
associated with the shipping of our products and risks inherent in doing business in international markets, including:
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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, difficulty
in collecting receivables, and a higher cost of doing business, any of which could adversely affect our business, results of operations or financial condition.
9
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 are
manufactured 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 the
ability 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 of
any 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, the
referendum 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
United Kingdom 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 adopted substantial changes to fiscal, tax and trade policies that may adversely affect our business. We cannot predict the
impact, 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,
and could 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 credit
ratings may be especially subject to increased market volatility. Any of these events would likely harm our business, operating results and financial condition.
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 systems
and 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 unauthorized
access. 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 to
protect 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 24 patents and have 7 patent applications pending. We also rely on a
combination 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 our
proprietary 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 that
are 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. or
Israeli laws.
10
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 right
belonging 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, we
purchase components for our turnkey products from independent suppliers. Certain of these components contain proprietary intellectual property of these independent suppliers. Third parties
may 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 such
infringement 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 infringement
against 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 us
could 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.
Despite our regular quality assurance testing, the development, enhancement and implementation of our complex systems entail substantial risks of product defects or failures.
Undetected errors or “bugs” may be 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 of competitive 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 cause us 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 of performance failures. We may encounter substantial difficulties due to such complexities which could have a material adverse effect upon our business,
financial condition and results of operations.
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 are
unable 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, our
operations could be interrupted or delayed. Our computer and communications systems and operations could be damaged or interrupted by natural disasters, telecommunications failures, acts
of war, 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, and
adversely 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 our
products 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 these
suppliers 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 materials
from alternative sources, which may have an adverse effect on our financial results.
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 specified
investments 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 or
transfer 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 from
research grant programs such as the “Industrial Research Assistance Program” (IRAP).
11
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 to
refund any payments previously received under these programs, including any accrued interest, or pay increased taxes or royalties. Canadian research grant programs are dependent on the
Government’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
our results 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 the
Israeli 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 of
2002 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 we
expect 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 internal
control 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 internal
control 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
also adversely affect the results of our management’s evaluations and annual auditor reports regarding the effectiveness of our internal control over financial reporting. We have documented
and tested our internal control systems and procedures in order for us to comply with the requirements of Section 404. While our assessment of our internal control over financial reporting
resulted in our conclusion that as of December 31, 2017, our internal control over financial reporting was effective, we cannot predict the outcome of our testing in future periods. If we fail to
maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting. Failure to
maintain effective internal 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 confidence in our reported financial information and the market price of our ordinary shares.
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 significant
adverse effects.
We are subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, that will require us to perform due diligence,
disclose and report whether our products contain conflict minerals. The Trump administration has indicated that the Dodd-Frank Act will be under further scrutiny and some of the provisions of
the Dodd-Frank Act may be revised, repealed or amended. In April 2017, the SEC announced that it was suspending enforcement of portions of the conflict minerals regulations enacted under
the Dodd-Frank Act following a ruling by the U.S. Court of Appeals for the District of Columbia Circuit. The implementation of these requirements and any changes effected by the Trump
administration could adversely affect the sourcing, availability and pricing of the materials used in the manufacture of components used in our products. In addition, we will likely incur additional
costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of conflict minerals that may be used in or necessary to the
production of our products and, if applicable, potential changes to our products, processes or sources of supply as a consequence of such verification activities. It is also possible that we may
face reputational harm if we determine that certain of our products contain minerals not determined to be conflict-free or if we are unable to alter our products, processes or sources of supply to
avoid use of such materials. Furthermore, we may encounter challenges in satisfying those customers that require that 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.
12
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:
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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;
ö market conditions or trends in our industry;
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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 beyond
our 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 often
instituted 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 substantial
cost to us to defend and divert resources and the attention of management from our business.
The FIMI Partnerships owned approximately 42.8% of our outstanding ordinary shares as of March 26, 2018. For as long as FIMI has a controlling interest in our company, it will have
the ability to exercise a controlling influence over our business and affairs, including any determinations with respect to potential mergers or other business combinations involving us, our
acquisition 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
and our 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 other
shareholders.
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. According
to 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 dividend
distribution 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 is
subject 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 deemed
relevant by our board of directors. You should not rely on an investment in our company if you require dividend income from your investment.
13
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 NASDAQ
requirements. We follow Israeli law and practice instead of NASDAQ rules regarding the director nomination process, compensation of executive officers and the requirement that our
independent 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 certain
requirements of The NASDAQ Stock Market Rules. We follow Israeli law and practice instead of NASDAQ rules regarding the director nomination process, compensation of executive officers
and 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 Global
Market, 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
follow home 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-based
compensation 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 the
company 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 must
submit 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’s
laws. 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 by
the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQ’s corporate governance rules.
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 could
result 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 for
U.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 the
corporation’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 the
sale 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
subject to 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 other
disposition 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 of
non-corporate U.S. shareholders. We believe that we were not a PFIC for the taxable year of 2017. However, since PFIC status depends upon the composition of our income and the market value
of 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 share
price.
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 are
located 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 the
reserve 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 Israel
could adversely affect our business, financial condition and results of operations.
14
Conflicts in North Africa and the Middle East, including in Egypt and Syria which border Israel, have resulted in continued political uncertainty and violence in the region. Efforts to
improve Israel’s relationship with the Palestinian Authority have failed to result in a permanent solution, and there have been numerous periods of hostility in recent years. In addition, relations
between Israel and Iran continue to be seriously strained, especially with regard to Iran’s nuclear program. Such instability may affect the local and global economy, could negatively affect
business conditions and, therefore, could adversely affect our operations. 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 outside our 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 to
participate 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 may
have 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
under emergency 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 be
disrupted 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 in
our operations could adversely affect our business.
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 Association
and 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 an
Israeli 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 power
in 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 shareholder
approval. 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 the
power 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 of
this duty of fairness. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior.
15
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
the future for our ordinary shares. Israeli corporate law regulates mergers and acquisitions of shares through tender offers, requires approvals for transactions involving significant shareholders
and regulates 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
less favorably 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
taxation before 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 asserting
U.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 to
effect 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 United
States 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
claims in 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 time
limitations 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 of
those and similar acts.
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 Israeli
Companies 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 mailing
address 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., 13800
Coppermine 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 (commencing operations in 1969 as a
department, specializing in perimeter security systems, within the Israel Aircraft Industries Ltd.), we have delivered products and tailor-made solutions and turnkey projects to hundreds of
satisfied customers in over 100 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 cyber
security solutions. Our offering is complemented by our comprehensive integrated solutions for critical sites, managed by Fortis4G – our 4th generation cutting edge Physical Security Information
Management 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 and
acquisitions.
16
In February 2018, we signed an agreement to acquire 55% controlling interest in ESC BAZ Ltd. an Israeli-based company, focused on the development and manufacturing of military-
grade smart security video observation and surveillance systems. The closing of the acquisition is subject to customary closing conditions and is scheduled to be completed in the second
quarter of 2018.
In April 2016, we acquired Aimetis, a Canadian-based company, which specializes in advanced video analytics software and intelligent IP video management software (VMS). In July
2017 we amalgamated our two Canadian subsidiaries. Following the amalgamation, the company maintained the name Senstar Corporation.
In April 2014, we acquired a U.S. based fiber-optic technology company which provides advanced solutions for sensing, security, and communication. In January 2013, we purchased
CyberSeal Ltd., an Israeli cyber security company whose products and services complement our physical security products and services.
Our capital expenditures for the years ended December 31, 2015, 2016 and 2017 were approximately $0.9 million, $0.8 million and $0.9 million, respectively.
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 cyber
security products and systems to high profile customers. Our systems are used in more than 100 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 and
general security applications. Our portfolio of mission critical infrastructure and site protection technologies includes a variety of smart fences and barriers, fence mounted sensors, fence
mounted sensors with perimeter lighting, 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 and traditional closed circuit television, or CCTV, solutions, supported by our own advanced Video Management Software, or VMS solutions, which
include Video Motion Detection, or VMD and Intelligent Video Analytics, or IVA.
Since the addition of Aimetis’ products and expertise, we were able to address new markets and offer solutions incorporating advanced video analytics and VMS for physical indoor and
outdoor security applications. Since the addition of the newly acquired state of the art technology and expertise, we were able to expand our overall solution, offer a wider range of products in
addition 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 are
implementing a business strategy incorporating the following key elements:
ö
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 product
development process, we seek to maintain close relationships with our customers to identify market needs and to define appropriate product specifications. We intend to expand
the depth and breadth of our existing customer relationships while initiating similar new relationships. Our VMS offering is an excellent opportunity to revisit our existing customers.
17
ö
ö
ö
ö
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. Our
integration 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
medium size 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 or
invest 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 site
management with security applications. Cities and municipalities, air and sea ports, chemical factories, sporting event villages and stadiums, and critical infrastructure sites are currently utilizing
the 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 market
opportunity. 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 these
regions and in Europe.
Products and Services
General
Our principal physical, VMS, and cyber security products and solutions include:
ö
ö
Perimeter Intrusion Detection Systems (PIDS);
PIDS fence sensor with perimeter LED based lighting;
ö VMS, including IVA applications;
ö
ö
ö
ö
ö
CCTV systems, including a perimeter security robotic camera platform;
Pipeline security, third party interference (TPI) and pipeline leak detection systems;
Cyber security systems for security networks;
Life safety/duress alarm systems;
Command and control systems; and
ö Miscellaneous systems tailored for specific vertical market needs.
18
The following table shows the breakdown of our consolidated revenues for the calendar years 2015, 2016 and 2017 by operating segments:
Products
Turnkey projects
Video & Cyber security
Eliminations
Total
Perimeter Security Products
$
$
2015
$
Year ended December 31,
2016
(In thousands)
32,372
31,823
5,626
(1,996)
67,825
$
$
$
30,761
34,128
1,596
(2,749)
63,736
2017
22,301
34,742
8,350
(1,101)
64,292
Perimeter security products enable customers to monitor, limit and control access by unauthorized personnel to specific regions or areas. High-end perimeter products are sophisticated
in 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 independent
researches 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 have
been 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 States
and 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:
ö
ö
ö
ö
ö
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, and a new fiber based pipeline leak
detection system;
Taut wire – hybrid perimeter intrusion detection system with physical barrier;
Electrical field disturbance sensors (volumetric);
ö Microwave sensors; and
ö Our new hybrid perimeter intrusion detection and intelligent lighting system.
19
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 makes
these 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 welded
mesh. 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 attached
to 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
minimize the 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 of locating 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 the
fence 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 an
attempted 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 provides
long 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 cable
and thus it reduces the requirement for multiple feeds per site. A novel wireless gate sensor module is now available with FlexZone providing an accelerometer based gate sensor integrated via
wireless communications into a FlexZone network eliminating the need to have sensor cables attached to sliding gates. We intend to retire as soon as practical all the previous generations of
triboelectric and electric cable fence sensors upgrading our offering 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 and
completed the merger of its business into the group. This acquisition added new state-of-the-art products, designed for mid and long range perimeters under the product family name FiberPatrol.
Buried Sensors
Omnitrax is a fifth generation covert outdoor perimeter security intrusion detection sensor that generates an invisible radar detection field around buried sensor cables. An alarm is
emitted 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 filter
out common alarms caused by environmental conditions and small animals.
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 80 km of a pipeline
with a single processor. In 2017 we released an advanced pipeline leak detection system based on our FiberPatrol product line using distributed acoustic sensing (DAS) and a novel distributed
differential temperature sensing (DdTS) that provides industry leading performance.
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 Latin
America to protect bank vaults and prisons, archeological sites in China, Mexico and a critical oil and gas site in Europe.
20
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 contain
one 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 may
react and intercept the intruder).
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. Our
taut 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 a
human 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 posts
between 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 systems
along 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 or
rooftops, 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
allows the 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 to as
many as eight parallel field generating and 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 200
meters. Older generations of X band microwaves are retired but still supported.
Hybrid Perimeter Intrusion Detection and Intelligent Lighting System
The Senstar LM100 is the world’s first 2-in-1 perimeter intrusion detection and intelligent lighting system. Combining high performance LED lighting with accelerometer-based sensors,
the LM100 deters potential intruders by detecting and illuminating them at the fence line.
Video and Cyber Security
VMS / IVA Solutions
Senstar Symphony 7 is a new benchmark for intelligent Video Management Software (VMS). Highly scalable, easy to set up and use, Symphony 7 can be used in both single server
installations and multi-server deployments. Symphony 7 offers high scalability; web-based administrator capabilities; centralized cloud management; native analytics applications which include
motion 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 clustering
and extra servers.
21
Our intelligent video analytics (IVA) transforms IP video into more than a passive monitoring tool with video analytics that are seamlessly incorporated into Senstar 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:
ö
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
searching when paired with Senstar Symphony, the Face Recognition video analytic transforms what is possible with a video surveillance system.
ö 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.
ö 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 each object came from and where it left the camera’s point-of-view.
ö
ö
ö
ö
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 has been 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 tracked and 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. Crowd Detection 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 is designed for use in outdoor perimeter monitoring and provides a closer look at people and vehicles for future forensic purposes.
Hardware solutions offered supporting our VMS software products are an “R series” of preconfigured servers, “E series” of physical appliances for smaller applications and a novel POE
powered Thin Client device for convenient network access for monitors or other applications.
Cyber Security
Our solutions monitor, detect and protect against abnormal network activity, both landline and wireless, within and close to protected sites. Our current solutions are:
ö
ö
Tungsten – A hardened managed edge switch with built in security capabilities to monitor unauthorized traffic which is optimized for outdoors security and ICS networks
(Industrial Control System); and
Rubidium – An easily operated SIEM (Security Information & Event Management) application, designed to manage CyberSeal’s products as well as third party network and
cyber monitoring devices.
22
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.
A typical RoboGuard configuration includes:
ö One or two fixed cameras with IR illuminators for fence surveillance;
ö One PTZ camera with IR illuminator; and
ö
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 the
location of the distress signal with an indoor-to-outdoor and floor-to-floor accuracy unmatched by any other product.
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 to
prisons, consist of transmitters that send distress signals to receivers mounted throughout the building. Receivers relay the signal to a central location, indicating that someone requires
assistance 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 moving
throughout 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 indoor
solutions present 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 long
distance 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 accurate
pan-tilt-zoom-focus engine.
23
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 different
vendors, can now be integrated into a unified command and control system. We offer three types of command and control systems:
ö
ö
Fortis4G – a fourth generation high-end comprehensive command and control system;
StarNet 2 – our security management system, or SMS, was launched in the latter part of 2015 and replaces the legacy StarNet 100; and
ö Network Manager – a middleware (software) package which is essential for integration with 3rd party control systems and offers an entry level alarm management system called
AIM.
Fortis 4G
FORTIS4G is our PSIM system. It is a comprehensive, wide area and real time command and control solution, designed for entities requiring management of security, safety and site
management 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 situational
awareness 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 engine
enables 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-ups
of 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,
seaports border and homeland security applications. Fortis4G incorporates the Symphony advanced video management system with its full suite of native IVA features:
ö Our investments in IVA tools help eliminate dependency on constant human monitoring. Automatic tools and algorithms extract abnormalities and only irregular events are
transferred and analyzed for verification. This approach saves bandwidth and storage and more importantly requires human intervention only when needed.
ö 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).
ö 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, mass
transportation, 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 third
party 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
an entry level operator display system called the Alarm Information Module (AIM), typically for management of a single PIDS sensor.
24
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 representatives
with direct access to senior government and corporate officials in charge of security matters elsewhere.
Our sales efforts focus on:
ö
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.
ö Video and Cyber Security. Video management system software licenses, the associated maintenance and support services, as well as Cyber security products are sold primarily
through locally based distributor partners. Some key accounts are managed directly with the end-users.
ö
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
products and 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 many cases 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 main facilities in Israel, Canada, the United States and Mexico, we have sales and technical support offices in India, the United Kingdom, Germany, Spain, China, the
Philippines and other countries.
Customers
The following table shows the geographical breakdown of our consolidated revenues for the three years ended December 31, 2017:
Israel
North America
Europe
South and Latin America
Africa
Others
Total
2015
Year Ended December 31,___
2016
(In thousands)
2017
$
$
12,406 $
17,749
7,891
13,443
6,611
5,636
63,736 $
8,727 $
23,467
8,330
10,364
7,585
9,352
67,825 $
9,599
15,547
11,232
13,152
9,370
5,392
64,292
For the years ended December 31, 2015, 2016 and 2017, revenues generated from sales to the MOD and IDF accounted for 13.3%, 8.6% and 10.2% of our revenues, respectively. In
addition, revenues from the national electricity company in Latin America, or CFE, accounted for 18.1%, 11.9% and 14.6% of our revenues in 2015, 2016 and 2017, respectively. We cannot assure
you 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.
25
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 the
customer’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. In
addition, 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 our local subsidiaries, 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, 2015, 2016 and 2017, we derived approximately 16.6%, 20.4% and 26.7% 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 our
future 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 the
needs 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 development
process, 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 the
input 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 development
centers 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 2015, 2016 and 2017 were $4.8 million, $6.8 million and $6.6 million, respectively. In addition to our own research and development
activities, 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 manufacturing
operations are currently performed at our facilities in Canada and Israel. See Item 4D. “Information on the Company – Property, Plants and Equipment.”
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 cannot
assure 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 upon
these 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
of supply 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
adverse effect 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 nuisance
alarms. 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 the
manufacturer’s installed systems. Additional competitive factors include quality of customer support, maintenance and price.
26
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. in
Israel 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 software 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.
Indirect competition from competing technologies such as Ground Based Radar and thermal cameras as sensors with principle competitors being, Spotter RF, Navtech, and FLIR.
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 offer
outdoor 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 cooperate
with 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., Shamrad
Electronics (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 business
experience 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 products
effectively.
Intellectual Property Rights
We have 24 patents issued and have 7 patent applications pending in the U.S. and in several other countries and have obtained licenses to use proprietary technologies developed by
third parties. We cannot assure you:
ö
ö
ö
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 to
the 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 confidentiality
and 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
not aware 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 our
success 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 our
employees. 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 our
ability to compete effectively. We could become subject to litigation regarding intellectual property rights, which could seriously harm our business.
27
We have registered trademarks for AIMETIS, AIMETIS SYMPHONY, FIBERPATROL, FLARE, FLEXPI, FLEXPS, FLEXZONE, GUIDAR, INTELLI-FIELD, OMNITRAX, PANTHER,
PINPOINTER, REPELS, SENNET, SENSTAR, SENSTAR & DESIGN, SENTIENT, ULTRAWAVE design, XFIELD, MAGAL, DTR, FORTIS, MAESTRO DB, FENSOR, ROBOGUARD,.
ARMOURFLEX, CYBERSEAL, ENTERPRISE MANAGER, GALLIUM PDS, INTELLI-FLEX, INTELLIFIBER, LM100, the MAGAL logo, NETWORK MANAGER, RUBIDIUM, STARLED,
STARNET, SYMPHONY, TUNGSTEN, VANADIUM GALLIUM-PDS, VANADIUM and all other marks used to identify 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 their respective 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 are
also 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 enhanced
enforcement 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 for
any hardware, software and knowhow exported from Israel. The law provides for certain exemptions from the licensing requirement and broadens certain areas of licensing, particularly with
respect 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
apply in 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 of
procuring defense contracts. Furthermore, solicitations for procurements by governmental purchasing agencies in Israel and other countries are governed by laws, regulations and procedures
relating 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 transactions
may 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.
Subsidiary Name
Senstar Corp.
Senstar Inc.
Senstar Latin America, S.A. DE C.V
Country of Incorporation/Organization
Canada
United States (Delaware)
Mexico
Ownership Percentage
100%
100%
100%
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 600
square meters are devoted to administrative, marketing and management functions and approximately 800 square meters are used for engineering, system integration and customer service. We
use the remaining area of approximately 1,100 square meters for production management and production operations, including manufacturing, assembly, testing, warehousing, shipping and
receiving. We also lease a one-story 810 square meter facility located on a 1,820 square meter parcel in the Yehud Industrial Zone for $118,000 per year for use in production and operations. The
lease 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, Fensor and other perimeter systems.
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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 approximately
8,000 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 cable
manufacturing, 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 future
expansion. 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 intrusion
detection 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 site
is 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 video management software operations. We also lease office space in three sites in
the U.S. and eleven sites world-wide. The aggregate annual rent for such offices was approximately $178,000 in 2017.
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 thereto
included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those
anticipated 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 100 countries to protect aircraft, national borders and sensitive
facilities, including military bases, power plant installations, airports, sea ports, postal facilities, prisons, banks, retail operations, hospitals, municipal security, sporting events including athlete
villages and stadiums, and industrial locations from terrorism, theft and other security threats.
Following organizational changes, adopted in the course of 2016 and continuing throughout 2017, we operate in three business segments:
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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-materials
based 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 management
solutions for security surveillance and business intelligence applications complemented by cyber-security products for monitoring, securing, and the active management of
wired, wireless, and fiber optic communication networks.
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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 one
reporting 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,
following the amalgamation of Senstar and Aimetis by Senstar, our newly acquired subsidiary, offering integrated intelligent video management solutions for security surveillance and business
intelligence applications worldwide. Cyber Security sales are mainly in the U.S. and Israel. In early 2017, product management as well as sales management of this business activity was
transferred to our site in Waterloo, Canada.
Business Challenges/Areas of Focus
Our primary business challenges and areas of focus include:
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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.
Our revenues from our perimeter products, turnkey projects and Video and Cyber-Security segments for the three years ended December 31, 2017 were as follows:
Products
Turnkey projects
Video and Cyber-Security
Eliminations
Total
2015
Year Ended December 31,
2016
(In thousands)
2017
$
$
30,761 $
34,128
1,596
(2,749)
63,736 $
32,372 $
31,823
5,626
(1,996)
67,825 $
22,301
34,742
8,350
(1,101)
64,292
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The decrease in revenues from products was primarily due to the decrease in sales in North America. In addition, the increase in revenues of the Video and Cyber Security segment was
attributable to the acquired Aimetis operation. The increase in revenues from turnkey projects was primarily due to the positive performance of our Israeli and Mexican based projects activity.
Our operating income (loss) from our perimeter products, turnkey projects and Video and Cyber Security segments for the three years ended December 31, 2017 were as follows:
Products
Turnkey projects
Video and Cyber Security
Eliminations
Total
2015
Year Ended December 31,
2016
(In thousands)
2017
$
$
6,023 $
1,095
(1,684)
(1,045)
4,389 $
5,799 $
(163)
(3,383)
(758)
1,495 $
242
1,762
(2,830)
(418)
(1,244)
Our operating profit in 2017 decreased mainly due to the costs attributable to the acquisition and integration of Aimetis. The decrease in operating profit from products is mainly due to
decrease in sales in North America. The increase in turnkey projects is mainly due to the higher revenues in 2017 compared to 2016.
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. The
key 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 our
sales 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 operating
results 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 necessarily
indicative 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. In
addition, 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 quarter
substantially dependent upon orders received in prior quarters.
Growth Strategy
In 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 our
board 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 is
followed 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 and
APAC. We intend to continue to expand our sales team in the U.S., which is the main strategic market for our product activity, and to consolidate our EMEA operations under new in-region
leadership.
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 the
implementation 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 business
could be adversely affected.
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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 material
adverse 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 by
us 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 of
which 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 or
limited 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 procurement
procedures. 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 to
governmental 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. A
decrease 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 changing
technology, new product introductions and changing customer requirements. We compete principally in the market for perimeter intrusion detection systems, or PIDS, video management
systems, and turnkey projects and solutions. Some of our competitors and potential competitors have greater research, development, financial and personnel resources, including governmental
support. 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 to
manufacturing 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
the turnkey 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 to
those sales.
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 from
Video 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 related
costs.
Selling and marketing expenses. Selling and marketing expenses consist primarily of commission payments, compensation and related expenses of our sales teams, attendance at trade
shows 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 and
related costs, such as severance pay, social security and retirement fund contributions, vacation and other pay.
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Depreciation and Amortization. The amount of depreciation and amortization attributable to our perimeter products, turnkey projects and Video and Cyber-Security segments for the
three years ended December 31, 2017 were as follows:
Products
Turnkey projects
Video and Cyber-Security
Total
2015
$
$
Year Ended December 31,
2016
(in thousands)
632
512
596
1,740
$
$
$
$
787
602
114
1,503
2017
614
498
764
1,876
Financial Expenses, Net. Financial expenses, net include exchange rate differences arising from changes in the value of monetary assets and monetary liabilities stated in currencies
other than the functional currency of each entity, currency transactions as well as interest income on our cash and cash equivalents and short term 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 and
disclosure 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 differ
from 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 the
portrayal 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 policies
require management to make difficult, subjective or complex judgments or estimates, the following policies and estimates are those that we deem most critical.
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 security
products; (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 final
customer 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
recognized in accordance with ASC 605-35, "Revenue Recognition -Construction-Type and Production-Type Projects," using contract accounting on a percentage of completion method.
Accounting for long-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 completed and 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 by
monitoring 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 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 entire contract.
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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.
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 towards
completion, contract revenues and contract costs. In addition, contracts executed include provisions that clearly specify the enforceable rights regarding 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 in cases of termination for convenience. In all cases, we expect to perform
our contractual 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 as
unbilled 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, 2017, we had recorded $6.3 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 security
product sales are recognized in accordance with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition in Financial Statements," when delivery 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, 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 an
arrangement 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 licenses
primarily through its distributors, resellers and value added resellers ("VARs"), through our sales representatives and indirectly through original equipment manufacturers ("OEMs"). The end
customers, OEMs, distributors, resellers or VARs, as the case may be, are generally considered to be end users for the purposes of revenue recognition.
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 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 and collectability is probable. We usually
do 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 and
telephone 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 other
delivered elements of the arrangement. We determined that these services are not considered essential to the functionality of other elements of 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.
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Deferred revenue includes unearned amounts under installation services, service contracts and maintenance agreements.
In May 2014, the FASB issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the new guidance is that an entity
should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for
those goods or services. The ASU is effective in 2018 using either of two methods: (i) retrospective application of ASU 2014-09 to each prior reporting period presented with the option to elect
certain practical expedients as defined within ASU 2014-09; or (ii) retrospective application of ASU 2014-09 with the cumulative effect of initially applying ASU 2014-09 recognized at the date of
initial application and providing certain additional disclosures as defined per ASU 2014-09 ("Modified Retrospective Adoption Transition Method").
We have established an implementation team to analyze the potential impact the standard will have on our consolidated financial statements and related disclosures as well as our
business processes, systems and controls. This includes reviewing revenue contracts across all revenue streams and evaluating potential differences that would result from applying the
requirements under the standard. We adopted the new standard on January 1, 2018 using the Modified Retrospective Adoption Transition Method with cumulative effect of applying the new
guidance recognized as an adjustment to the opening retained earnings balance.
We have completed our evaluation of the Standard and expect a change relating to allocating the transaction price to separate performance obligations. Under current GAAP, we used
residual approach to allocate the transactions price between software and maintenance and support elements. The standard requires us to estimate the standalone selling price for each
performance obligation and allocate the transaction price to each performance obligation on a relative standalone selling price basis with limited exceptions. When the good or service is sold at
highly variable amounts, the standalone selling price may be determined by the residual approach. The standard states that the residual approach can only be applied to contracts with multiple
promised goods or services when the selling price of one or more goods or services is unknown.
In addition, the Standard requires the deferral and amortization of “incremental” costs incurred to obtain a contract. The primary contract acquisition cost for us are sales commissions. If
the amortization period of those costs are one year or less, the costs are expensed as incurred, which is a practical expedient manner permitted under the new guidance. Under current GAAP, we
expense sales commissions as incurred while under the Standard such costs will be classified as a contract asset and amortized over a period that approximates the timing of revenue recognition
on the underlying contracts. Upon initial application, we will record in the opening balance as of January 1, 2018, short term and long term assets, a decrease in deferred revenues and a
cumulative effect to accumulated deficit, in immaterial amounts.
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 historical
selling 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:
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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, 2015, 2016 and 2017 we recorded inventory write-offs from continuing operations in the amounts of $0.5 million, $0.2 million and $0.1 million,
respectively. Such write-offs were included in cost of revenues.
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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 account
balances 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 when
the 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 process
involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences
result 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 future
taxable 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 result
in additional expense to be reflected within the tax provision in the consolidated statement of income.
As of December 31, 2017, we had a net deferred tax asset of $2.4 million attributable to our subsidiaries. We had total estimated available tax loss carryforwards of $11.3 million with
respect to our operations in Israel and our non-Israeli subsidiaries, had estimated total available tax loss carryforwards of $10.9 million, of which $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, 2017, we recorded a partial valuation allowance on
these 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 in
ownership” 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.
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 written
down 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 qualitative
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 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 the
goodwill 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 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 reporting unit 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 goodwill impairment 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. Fair value is
determined using discounted cash flows, based on the income approach, as we believe that this approach best approximates the reporting unit's fair value 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 average cost of capital for each of the reporting units.
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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 2017, 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 to
use 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 reporting
unit.
During the years ended December 31, 2015, 2016 and 2017, 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 2017, were five years of projected net cash
flows, a weighted average cost of capital rate of 15% and a long-term growth rate of 3%. We consider current market conditions when determining the discount and growth rates to use in our
analyses.
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 reporting
unit.
In 2014, we recorded an impairment loss of goodwill in the amount of $ 2,114 within the Video Cyber Security segment. During the years ended December 31, 2015, 2016 and 2017, we did
not record any impairment charges relating to the goodwill allocated to the Cyber Security reporting unit 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 2017, were five years of projected net cash
flows, a weighted average cost of capital rate of 16.6% and a long-term growth rate of 3%. We considered historical rates and current market conditions when determining the discount and
growth rates to use 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 reporting
unit.
During the years ended December 31, 2016 and 2017, we did not record any impairment charges relating to the goodwill allocated to the Video reporting unit within the Video and Cyber
Security segment.
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 of
amortization 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.”
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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 with
ASC 360, “Property, Plant and Equipment,” or “ASC 360.” Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions, operational performance
and 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 of
an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected
to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. 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
of our 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 the
recoverability 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 in
winning bids and other judgmental assumptions, which are also affected by factors detailed in our risk factors section in this annual report.
During the year ended December 31, 2015, 2016 and 2017, 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 the
U.S. dollar are reported as a separate component in shareholders’ equity. As of December 31, 2015, 2016 and 2017, our foreign currency translation adjustments totaled $0.4 million, $0.4 million
and $5.9 million, respectively.
During the years ended December 31, 2015 and 2016, we recorded accumulated foreign currency translation losses of approximately $3.9 million and $0.1 million, respectively. During the
year ended December 31, 2017, we recorded accumulated foreign currency translation income of approximately $1.8 million. As of December 31, 2015, 2016 and 2017, foreign currency translation
adjustments, net of $(1.9) million, $(1.9) million and $(0.1) million, respectively, were included under “accumulated other 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” in
its 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, as
appropriate. 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 accounts
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 of shareholders’ equity in accumulated other comprehensive
income (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 accounts
receivable, 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, 2017, $34.9 million was deposited with major Israeli banks. An additional $17.4 million was
deposited 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 in
excess of insured limits and are not insured in other jurisdictions. Generally, these deposits maybe redeemed upon demand and therefore bear low risk.
38
The trade receivables and the unbilled accounts receivable of our company and our subsidiaries are derived from sales to large and solid organizations located mainly 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. An allowance 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 certain circumstances, we may require
letters of credit, other collateral or additional guarantees. During the years ended December 31, 2015, 2016 and 2017 we recorded $0.7 million, $0.4 million and $0.3 million of expenses related to
doubtful accounts, respectively. As of December 31, 2017, our allowance for doubtful accounts amounted to $1.6 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 are
detailed 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 individual
customers 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 significant
revenues 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
our revenues and operating results should necessarily be judged on a quarter-to-quarter comparative basis.
The following table presents certain financial data expressed as a percentage of revenues for the periods indicated:
Revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development, net
Selling and marketing, net
General and administrative
Operating income (loss)
Financial income (expenses), net
Income (loss) before income taxes
Taxes on income (tax benefit)
Net income
Year Ended December 31
2016
2015
2017
100%
51.3
48.7
7.6
23.2
11.0
6.9
1.0
7.9
(3.0)
4.9
100%
51.0
49.0
10.0
25.9
11.0
2.2
(0.9)
1.3
0.2
1.5
100%
51.3
48.7
10.2
28.2
12.2
(1.9)
(6.2)
(8.1)
(2.6)
(10.8)
Year Ended December 31, 2017 Compared with Year Ended December 31, 2016
Revenues. Revenues decreased by 5.2% to $64.3 million for the year ended December 31, 2017 from $67.8 million for the year ended December 31, 2016. Revenues from sales of perimeter
products decreased by 31.1% to $22.3 million in 2017 from $32.4 million in 2016, primarily due to the decrease in sales in North America. Revenues from turnkey projects increased by 9.2% to
$34.7 million in 2017 from $31.8 million in 2016, primarily due to the execution of our worldwide projects. Revenues of the Video and Cyber Security segment increased by 48.4% to $8.4 million in
2017 from $5.6 million in 2016, primarily due to the inclusion of a full year of Aimetis revenues in 2017, as Aimetis was acquired on April 1, 2016 and an increase in sales.
Cost of revenues. Cost of revenues decreased by 4.6% to $33 million for the year ended December 31, 2017 from $34.6 million for the year ended December 31, 2016. This decrease was
primarily due to the decrease in revenues. Cost of revenues as a percentage of revenues increased slightly to 51.3% in 2017 from 51% in 2016, primarily due to the revenue mix.
39
Research and development expenses, net. Research and development expenses, net decreased by 3.3% to $6.6 million for the year ended December 31, 2017 from $6.8 million for the year
ended December 31, 2016. Research and development expenses, net amounted to 10.2% and 10% of revenues in 2017 and 2016, respectively.
Selling and marketing expenses. Selling and marketing expenses increased by 3.5% to $18.2 million for the year ended December 31, 2017 from $17.5 million for the year ended
December 31, 2016. Selling and marketing expenses amounted to 28.2% and 25.9% of revenues in 2017 and 2016, respectively.
General and administrative expenses. General and administrative expenses increased by 5.5% to $7.9 million for the year ended December 31, 2017 from $7.4 million for the year ended
December 31, 2016. General and administrative expenses amounted to 12.2% and 11% of revenues in 2017 and 2016, respectively.
Operating income (loss). We had an operating loss of $1.2 million for the year ended December 31, 2017 compared to operating income of $1.5 million for the year ended December 31,
2016. The decrease in operating income was primarily attributable to the reduction in revenues from the perimeter products segment. The operating income (loss) of our business segments in the
years ended December 31, 2016 and 2017 were as follows:
Perimeter products
Turnkey projects
Video and Cyber Security
Eliminations
Total
Year Ended December 31
2017
2016
$
$
(In thousands)
5,799 $
(163)
(3,383)
(758)
1,495 $
242
1,762
(2,830)
(418)
(1,244)
Our perimeter products segment recorded operating income of $0.2 million for the year ended December 31, 2017 compared to operating income of $5.8 million for the year ended
December 31, 2016, primarily as a result of a reduction in revenues. Our turnkey project segment recorded operating income of $1.8 million in the year ended December 31, 2017 compared to an
operating loss of $0.2 million for the year ended December 31, 2016, primarily as a result of an increase in revenues. Our Video and Cyber Security segment recorded an operating loss of $2.8
million in the year ended December 31, 2017 compared to an operating loss of $3.4 million for the year ended December 31, 2016.
Financial income, net. Our financial expenses, net, for the year ended December 31, 2017 was $4 million compared to financial expense, net of $0.6 million for the year ended
December 31, 2016. The financial expenses in 2017 were primarily attributable to foreign exchange loss, net of $4 million compared to foreign exchange loss, net of $0.6 million in 2016.
Income taxes. We recorded tax expenses of $1.7 million in the year ended December 31, 2017 compared to a tax benefit of $0.2 million in the year ended December 31, 2016, primarily due
to changes in our net deferred tax assets.
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 perimeter
products 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 $31.8
million 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 of
the 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.
40
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 was
primarily 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.
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 year
ended 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 ended
December 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%
and 23.2% 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 ended
December 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 to
11% 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 ended
December 31, 2015 and 2016 were as follows:
Perimeter products
Turnkey projects
Video and Cyber Security
Eliminations
Total
Year Ended December 31
2016
2015
$
$
(In thousands)
6,023 $
1,095
(1,684)
(1,045)
4,389 $
5,799
(163)
(3,383)
(758)
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 December
31, 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
operating loss 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 ended
December 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, primarily
due to changes in our net deferred tax assets.
41
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:
ö
ö
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
consequently revenues 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, our
revenues 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 foreign
currency. 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 Mexican
Peso. 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 in
rates 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 be
adversely 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 of
the U.S. dollar against such currencies.
The appreciation of the NIS, the Mexican Peso 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. dollar
amounts 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 Pesos
and the 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 or payables 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
receivables payable 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 or CAD would increase. Because foreign currency exchange rates fluctuate continuously, exchange rate fluctuations may have an impact on our profitability and period-to-period
comparisons of our 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
adjusted for the devaluation:
Year ended December 31,
2013
2014
2015
2016
2017
42
Israeli inflation
rate %
NIS devaluation
(appreciation)
rate %
1.8
(0.2)
(1.0)
(0.2)
0.4
(7.0)
12.0
0.3
(1.5)
(9.8)
Israeli inflation
adjusted for
devaluation
(appreciation) %
8.8
(12.2)
(1.3)
1.3
10.2
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 2015, the CAD depreciated against the U.S. dollar by 19.7%.
In 2016 and 2017, the CAD appreciated against the U.S. dollar by 2.7% and 7%, respectively. In addition, 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 2015 and 2016, the Mexican Peso depreciated against the U.S. dollar by 17.7% and 19.2%, respectively. In 2017, the Mexican Peso appreciated
against the U.S. dollar by 4.5%.
In 2017, foreign currency fluctuations had a negative impact on our results of operations as we recorded a foreign exchange loss, net of $4 million, compared to a foreign exchange loss,
net of $0.6 million in 2016. We expect that our results of operations will continue to be affected by currency fluctuations in the future.
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
“Key Information – 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 or could materially affect our operations.
Effective Corporate Tax Rate
The Israeli corporate tax rate was 26.5% in 2015, 25% in 2016 and 24% 2017 according to the Law for Amending the Income Tax Ordinance (No. 216) (Reduction of Corporate Tax Rate),
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), 2016
which reduced 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 foreign
taxation, 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 tax
provisions, it is not possible to anticipate the actual combined effective corporate tax rate, which will apply to us.
As of December 31, 2017, we had net deferred tax assets of $2.4 million attributable to our subsidiaries. We had total estimated available carryforward tax losses of $11.3 million with
respect 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 future
realization. As of December 31, 2017, our subsidiaries outside of Israel had estimated total available carryforward tax losses of $10.9 million, which may be used as an offset against future taxable
income 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 the
Internal 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. Israel
is 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 and
Development, 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 the
economic 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.
43
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
exports to 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
an agreement 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
agreement between 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 new agreement 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
Technology programs 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 in Eastern 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 fully effective 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 is the first country outside of Latin America to enter into such an agreement with the MercoSur countries.
B.
Liquidity and Capital Resources
Our working capital at December 31, 2017 and 2016 was $59.4 million and $58.8 million, respectively. Cash and cash equivalents were $22.5 million at December 31, 2017 compared to
$19.7 million at December 31, 2016. Short-term and long-term deposits, restricted bank deposits and escrow deposits were $30 million at December 31, 2017 compared to $33 million at December
31, 2016. 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 received
proceeds 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
April 2005 (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
Corporation Limited, 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 general working 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 shares and 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, we
distributed 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 of
our 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 an
exercise 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. Of
such 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 with
respect to the ordinary shares issuable upon their exercise, and accordingly to such rights filed a Registration Statement on Form F-3, which was declared effective by the U.S. Securities and
Exchange Commission on April 5, 2017. 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, we will receive
proceeds of approximately $3.7 million. Through December 31, 2017, CyberSeal's former owners have exercised 60,000 warrants.
We expect that our total research and development expenses in 2018 will be approximately $6.9 million. Our research and development plan for 2018 covers the development of new and
innovative products, as well as improvement of existing technologies.
44
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 requirements
through 2018. 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 result
from the current general economic climate.
Cash Flows
The following table summarizes our cash flows for the periods presented:
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
2015
Year ended December 31,
2016
(in thousands)
2017
5,458
6,397
(3,968)
(2,170)
5,717
21,602
27,319
$
8,933
(41,734)
25,006
168
(7,627)
27,319
19,692
$
(1,952)
2,115
504
2,104
2,771
19,692
22,463
$
Net cash used in operating activities was approximately $2 million in the year ended December 31, 2017 compared to net cash provided by operating activities of approximately $8.9
million and $5.5 million in the years ended December 31, 2016 and 2015, respectively.
Net cash used in operating activities in the year ended December 31, 2017 was primarily attributable to our 2017 loss, as well as an increase of $2.1 million in inventories, an increase of
$1.6 million in unbilled receivables and an increase of $0.5 million in deferred income taxes. This was offset in part by an increase of $3 million in accrued interest and exchange differences on
short-term and other long-term liabilities, $1.9 million of depreciation and amortization expenses, an increase of $1.5 million in other accounts payable and accrued expenses and deferred
revenues, an increase of $1.2 million in customer advances, an increase of $0.8 million in trade payables and a decrease of $0.5 million in short-term and long-term trade receivables.
Net cash provided by operating activities in the year ended 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 in deferred 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, an
increase 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 accounts
payable 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 an
increase of $0.4 million in long-term trade receivables.
Net cash provided by investing activities was approximately $2.1 million in the year ended December 31, 2017 compared to net cash used in investing activities of approximately $41.8
million in the year ended December 31, 2016 and net cash provided by investing activities of approximately $6.4 million in the year ended December 31, 2015.
45
In the year ended December 31, 2017, our net cash provided by investing activities was primarily attributable to the release of short-term bank deposits of $4.1 million. This was offset in
part by investment in restricted deposits of $1.1 million and the purchase of property and equipment for $0.9 million. In the year ended December 31, 2016, our net cash used in investing activities
was primarily attributable to investments in short-term bank deposits and restricted deposits of $28.9 million, payments for the business acquisition of Aimetis of $12.1 million and the 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 the release of short-term bank deposits, long-
term bank deposits and restricted deposits of $7.8 million. These amounts were offset in part by the purchase of property and equipment for $0.9 million and investment in short-term deposits of
$0.6 million.
Net cash provided by financing activities was $0.5 million in the year ended December 31, 2017 compared to net cash provided by financing activities of approximately $25 million in the
year ended December 31, 2016 and net cash used in financing activities of approximately $4 million in the year ended December 31, 2015.
In the year ended December 31, 2017, our net cash provided by financing activities was primarily attributable to the issuance of shares upon exercise of options and warrants of $0.6
million. In the year ended December 31, 2016, net cash provided by financing 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 the issuance of shares under our employee stock 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 year ended December 31, 2016, net cash provided by financing 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 employee stock 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.
We had capital expenditures of approximately $0.9 million, $0.8 million and $0.9 million in the years ended December 31, 2015, 2016 and 2017, respectively. We estimate that our capital
expenditures for 2018 will total approximately $1 million. We expect to finance these expenditures primarily from our cash and cash equivalents and our operating cash flows. However, the actual
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, 2017, we had credit lines with Bank Leumi Le-Israel B.M., or Bank Leumi and Union Bank of Israel Ltd., or Union Bank, totaling $15 million in the aggregate (of which
$8.3 million is reserved exclusively for guarantees out of which $2.2 million was available as of December 31, 2017). Our credit lines at Bank Leumi and 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 of December 31, 2017, our foreign subsidiaries had credit
lines with the Royal Bank of Canada and Deutsche Bank of $ 2.4 million in the aggregate, of which $2.2 million was available at December 31, 2017.
Our Canadian subsidiary has undertaken to maintain a general covenant and the following financial ratio in respect of its outstanding credit lines: a ratio of total liabilities to tangible net
worth of not greater than 0.75:1. As of December 31, 2017, the Canadian subsidiary was in a technical default of its covenant. After the balance sheet date, the bank waived the default and has
agreed that such default has been remediated.
As of December 31, 2017, our outstanding balances under our credit lines in Israel consisted of several bank performance, advance payment and bid guarantees totaling approximately
$6.1 million, at an annual cost of 0.65%-1.15%. As of December 31, 2017, the outstanding balances under the credit lines of our subsidiaries consisted of several bank performance, advance
payment and bid guarantees totaling approximately $0.2 million, at an annual cost of 1% -2%.
46
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 the
Innovation 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 the
Innovation 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 the
absence of such sales no payment is required.
In 2015, CyberSeal received $134,000 from the Innovation Authority. Following the cancelation of the 2015 project, CyberSeal returned the $134,000 grant. We did not receive any grants
from the Innovation Authority in 2016 nor in 2017.
For the years ended December 31, 2015, 2016 and 2017, we paid the Innovation Authority royalties in the amount of $42,000, $17,000 and $33,000, respectively. These royalties related to
sales of perimeter security products and management security systems. As of December 31, 2017, we had a contingent obligation to pay royalties to the Innovation Authority in the amount of
approximately $1.7 million upon the successful sale of perimeter security products developed under research and development programs sponsored by the Innovation Authority.
We participate in programs sponsored by the Industrial Research Assistance Program (IRAP) in Canada. During 2017 our Canadian subsidiary received grants in the amount of $ 51,000.
Investment Tax Credit
Our Canadian subsidiary is eligible for investment tax credits for its research and development activities and for certain current and capital expenditures. For the years ended December
31, 2017, 2016 and 2015, our Canadian subsidiary recognized $117,000, $149,000 and $155,000, respectively, of investment tax credits.
In addition, as of December 31, 2017, our U.S. subsidiary had available investment tax credits of approximately $0.2 million to reduce future federal and state income taxes payable. These
credits will expire in 2019 through 2025 in the U.S. As of December 31, 2017, our subsidiaries made a full valuation allowance in respect of such investment tax credits.
D.
Trend Information
Our 2017 results were impacted by delays in infrastructure security spending in North America. On the other hand, the continuous spending on critical infrastructure security in
developing regions, coupled with the growth in VMS (Video Management Systems) and IVA (Intelligent Video Analytics) global demand and the signs of gradual recovery in North America will
affect the industry in the near future.
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 create
material contingent obligations.
47
F.
Tabular Disclosure of Contractual Obligations.
The following table summarizes our minimum contractual obligations and commercial commitments as of December 31, 2017 and the effect we expect them to have on our liquidity and
cash flow in future periods.
Contractual Obligations
Total
Less than 1 year
Operating lease obligations
Other long-term liabilities reflected on our balance sheet under U.S.
GAAP
Total
5,507
2,328
7,835
1,061
-
1,061
1-2 years
(in thousands)
794
-
794
3-5 years
More than 5
years
1,485
-
1,485
2,167
2,328
4,495
Payments due by period
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 (usually
governmental 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. The
performance 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 future
payments we could be required to make under our guarantees at December 31, 2017 was $6.4 million. We have not recorded any liability for such amounts as we believe our performance will not
result in any claims.
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
Gillon Beck
Liza Singer (1)(2)
Jacob Berman
Ron Ben-Haim
Avraham Bigger (1)(2)
Moshe Tsabari (1)(2)
Saar Koursh
Yaacov Vinokur
Brian Rich
Doron Kerbel
Yaniv Shachar
Jeremy Weese
Kevin Bradley
Carlos Garcia Almeida
Fabien Haubert
Gord Loney
____________
(1) Member of our Audit Committees.
(2) Member of our Compensation Committee
Age
57
47
71
48
72
64
45
40
61
46
44
41
59
47
43
65
Position
Chairman of the Board of Directors
External Director
Director
Director
Director
External Director
Chief Executive Officer
Chief Financial Officer
Deputy CEO, CTO and President of Senstar Corporation
Vice President – General Counsel and Company Secretary
Senior Vice President & General Manager Magal Israel
Senior Vice President & COO of Senstar Corporation
President North America Sales
General Manager Latin America
Vice President EMEA Sales
Vice President APAC Sales
48
Gillon 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
of Directors 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 the Board
of Directors of ImageSat NV, 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 member of the
Board of Directors of Inrom Construction Material Ltd (traded on TASE), Unitronics Ltd (traded on TASE) and Orbit Technologies Ltd (TASE). During the past five years, Mr. Beck had served
as a member of the Board of Directors of Ormat Industries Ltd. From 1999 to 2003, Mr. Beck served as Chief Executive Officer and President of Arad Ltd., a publicly-traded water measurement and
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 Industrial Engineering
in 1990 from the Technion – Israel Institute of Technology and a Master of Business Administration in Finance in 1992 from Bar-Ilan University.
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
and development 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 of Brack 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
investment director 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 from Tel 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 York
and 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 based
financial advisory firm with extensive experience in international private banking, real estate investment counseling, and commercial/retail banking since 2002. Mr. Berman served as a director of
Micronet Enertec Technologies, Inc. Previously, Mr. Berman was the founder, President and CEO of the 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 of
directors 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 Industries
Ltd., Inrom Construction Industries Ltd. (TASE), Nirlat Paints Ltd., Alony Ltd. and Overseas Commerce, Ltd., Orbit Technologies, Ltd. and TAT Technologies, Ltd. Mr. Ben Haim formerly
served as a member of the boards of directors of the following public companies: Medtechnica, Ltd., Ginegar Plastic Products, Ltd., Raval Acs, Ltd., Merhav Ceramic and Building Materials
Center, Ltd. and Ophir Optronics, Ltd. Mr. Ben Haim was previously with Compass Advisers, 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-Haim worked 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 York University.
49
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. Mr.
Bigger currently serves as a board member of Migdal insurance, chairman of the board at Recha, board member at MCA (car import and distributor), international board member of the Weitzman
Science Institute and president of the Israel Nature and Heritage Foundation. He formerly 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), Caniel Beverages & 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 (U Bank). 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 as Strauss-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 a Bachelor 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 a joint CEO of GME Trust, a company that advises on crisis management
and 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. Tsabari
served 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
in the 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 of Personal 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 to Brigadier). 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 Israeli Institute of Technology. In addition, Mr. Tsabari is an A.M.P. graduate from the Wharton School of the University of Pennsylvania.
Saar Koursh joined our company as Chief Executive Officer in March 2015. Prior to joining our company and for more than twelve years, Mr. Koursh served in various positions with
Elbit Systems 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 of the 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 for Programs & 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 an M.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 in Jerusalem.
Yaacov Vinokur joined our company as Chief Financial Officer in September 2016. Prior to joining our company, Mr. Vinokur served for three years as Chief Financial Officer of Miya
(Arison Group), 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. Prior to 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 the Ministry 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 Harvard Business School’s Leadership Development Program.
50
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 Senstar
Corporation 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 of
trace 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 held
positions 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 Data
company). 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 PFI (private finance initiatives)
and 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 for
International 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 the
International 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.
He also holds a B.A. degree in Economics and Communications from Haifa University.
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 the
research and development department. Prior to taking the position of Chief Operations Officer, Mr. Weese was responsible for our product portfolio and research and development activities 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. Sc. degree in
Computer Engineering from the University of Ottawa.
Kevin Bradley serves as President, North American Sales. Mr. Bradley joined our company in 2014 following our acquisition of an industry leading fiber technology company. Mr.
Bradley has most recently served as Senior Vice President, overseeing company growth and expansion in the Middle East and South African markets. Mr. Bradley has a more than 30‐year
background in the security industry, including advanced Fiber‐Optic Sensing Systems for Homeland Security and Private Sector Global Industry, Critical Infrastructure Products and
Applications, and video management software and analytics applications with prior experience at Indigo Vision and ONSSI. Mr. Bradley holds a B.A. degree from Indiana University of
Pennsylvania, and a Master’s Degree from Roberts Wesleyan College – School of Management.
Carlos Garcia Almeida joined our company in February 2013 with more than 23 years of experience in the security market. Prior to joining our company, Mr. Garcia served as General
Manager of Prosegur 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 the IPADE Business School.
Fabien Haubert joined our company in February 2018 as Vice President Sales – EMEA Region, based in Paris, France. Mr. Haubert’s most recent experience (February 2014 – February
2018) was with UK based CCTV solution provider Indigo Vision located in Edinburgh where he was Regional Director – EMEA South. Previous to his four years at Indigo, he worked with
several companies in the VMS, IP CCTV, intrusion, access control and integration areas since 2002. He has extensive experience in sales management with past responsibility for the EMEA
region. Mr. Haubert has a technical background with a Master of Science degree in Electronics Engineering (Ecole Supérieure d’Ingénieurs en Electrontechnique et Electronique) as well as a
Master of Strategy and Engineering of International business (Ecole Supérieure des Sciences Economiques et Commerciales). He speaks French, English, Spanish, and Italian and has a working
knowledge of Dutch.
51
Gord Loney joined our company in 1995 when he was responsible for product sales in Canada, the Middle East and Africa, before assuming responsibility for strategic OEM accounts
and the Far East. During 2016, Mr. Loney was appointed as Vice President for Sales - Asia Pacific. In this role Mr. Loney is responsible for establishment of an office in the Clark Freeport Zone in
the 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 Canada
who served twenty-five years in the Royal Canadian Air Force.
The terms of office of Messrs. Beck, Berman, Ben-Haim and Bigger will expire at our 2018 annual general meeting of shareholders. The terms of our external directors, Mr. Tsabari and
Ms. Singer, expire in 2020 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 2017 consisted of approximately $2.2 million in salary, fees, bonus, equity based
compensation, 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, 2017, the aggregate amount set aside or accrued for pension, retirement and vacation or similar benefits for our directors and executive officers was approximately $0.4
million. In addition, we have provided automobiles to our executive officers at our expense.
We pay our directors an annual fee of NIS 90,000 (approximately $25,000) and a fee of NIS 4,000 (approximately $1,110) for each board or committee meeting that they attend. Such
amounts 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, each
year. In addition, we pay to our Executive Chairman a monthly payment of NIS 15,000 (approximately $4,150).
As of December 31, 2017, our directors and executive officers as a group, then consisting of 15 persons, held options to purchase an aggregate of 253,976 ordinary shares, having
exercise prices ranging from $4.15 to $4.96. Generally, the options vest over a two to four year period. Of such options, options to purchase 0 ordinary shares expire in 2018; options to purchase
0 ordinary shares expire in 2019; and options to purchase 253,976 ordinary shares expire in each of 2020 -2023. See this Item 6E. “Directors, Senior Management and Employees – Share
Ownership – Stock Option Plans.”
52
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 December
31, 2017 (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 five
individuals for whom disclosure is provided herein as our “Covered Executives.”
Information Regarding the Covered Executive(1)
(in thousands)
Name and Principal Position(2)
Base Salary
Benefits and
Perquisites(3)
Variable
Compensation(4)
Equity-Based
Compensation(5)
Total
Saar Koursh - Chief Executive Officer
Yaniv Shachar - Senior Vice President & General Manager Magal Israel
Kevin Bradley - President North America Sales
Doron Kerbel - Vice President – General Counsel and Company Secretary
Yaacov Vinokur - Chief Financial Officer
245
140
180
125
122
94
51
36
54
52
61
44
-
13
-
63
10
-
10
12
463
245
216
202
186
(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 into U.S. dollars at the average
conversion rate for the year ended December 31, 2017.
(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 and perquisites may include, to the extent
applicable to each executive, payments, contributions and/or allocations for savings funds, pension, severance, vacation, car or car allowance, medical insurances and benefits, risk insurances (e.g., life, disability,
accident), convalescence pay, payments for social security, tax gross-up payments and other benefits and perquisites consistent with our guidelines.
(4) Amounts reported in this column refer to Variable Compensation such as commission, incentive and bonus payments as recorded in our financial statements for the year ended December 31, 2017.
(5) Amounts reported in this column represent the expense recorded in our financial statements for the year ended December 31, 2017.
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 our
directors and executive officers. See below “Board of Directors – Compensation Committee” and Item 10. Additional Information –– Office Holders.
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 all
powers 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 have
individual 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
any applicable agreements.
53
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 (6) 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
the members 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 once
every 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 directors
may 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 of
shareholders 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 is
defined 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 board
of 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
with which 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
the company 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 the
chairman 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
include certain 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
director if 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 as director 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 of directors 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
director of the other company is acting as an external director of the first company at such time.
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.
54
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 by
shareholders 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 persons
relationship 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 listed
on 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
subject to 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 the company’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 from office 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 to their 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
rights in 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
the following 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
personal interest 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
the reelection 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 have any 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
shareholder proposing 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 any company 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 a
competitor 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 must
include 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 receiving
any 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 2020.
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 director
who 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
the audit 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 during
which such person does not serve as a director not being viewed as interrupting a nine-year period).
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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 at
least 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, such
as 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 NASDAQ
with 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 the
Israeli 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
in the 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. Our
board 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 must
consist 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 of
the 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 the
controlling 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 director
whose 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 Audit
Committee 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 a
controlling 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, the
secretary 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:
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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 directors
on 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
the internal 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
can participate 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 requiring
special approval under the Israeli Companies Law. The audit committee may make such determination according to principles and guidelines predetermined on an annual basis;
determining if transactions (excluding extraordinary transactions) with a controlling shareholder, or in which a controlling shareholder has a personal interest, are required to be
rendered 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;
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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,
taking into 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
have filed such complaints;
determining with respect to transactions with the controlling shareholder or in which such controlling shareholder has personal interest, whether such transactions are
extraordinary or not, an obligation to conduct competitive process under supervisions of the audit committee or determination that prior to entering into such transactions the
company 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 the
committee’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
Israeli Companies 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 serves as 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 purpose
of assisting the Board in overseeing the:
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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
the requisite 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 of
financial 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.
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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 all
of 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 the
regulations 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 Israeli
Companies 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 not
include 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 may
not 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 than
to 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 the
company’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, if
the 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 occur
every three years), recommending to the board of directors periodic updates to the compensation policy, assessing implementation of the compensation policy; determining whether the
compensation 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
concerning the 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
compensation plans 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 Compensation
Committee. The composition and function of the Compensation Committee comply with the requirements of the Israeli Companies Law and NASDAQ Stock Market Rules.
Recent 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
subject to.
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 able
to 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
Israeli Companies Law (as described above under); provided, the company complies with the applicable NASDAQ independent director requirements and the NASDAQ Audit Committee and
Compensation 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 not
currently eligible to benefit from the relief provided by these new amended Israeli regulations.
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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 auditor
is 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,
an office 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. KPMG
serves as our Internal Auditor.
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 upon
termination of their employment or service as directors of our company or any of our subsidiaries.
Chairman of the Board
Under 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
the board 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
the Israeli 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 a similar 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
above procedure) 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 Israeli
Companies 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 other
person 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.
The duty 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
utilize reasonable 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 of importance 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 he holds 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 the office 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 office holder.
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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 that
he 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 the
transaction 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’s
profitability, 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
descendants and 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 right to appoint at least one director or the general manager.
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 as
otherwise 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 be
approved 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 a
transaction 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 on
the 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 the
event 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 compensation
policy, the compensation committee must take into account factors such as the office holder’s education, experience, past compensation arrangements with the company, and the proportional
difference 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 the
votes 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 controlling
shareholders 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 ordinary
shares 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
the aggregate 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 directors
resolve, 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 the
shareholders’ meeting.
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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
the company’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
risk management, 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 office
holder 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
upon work 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-cash variable 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 her compensation 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 the
maximization 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 fixed
compensation, 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
it was 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 vesting
period for variable, equity-based compensation whilst referring to appropriate a long-term perspective based incentives; and maximum limits for severance compensation.
Once a compensation policy is properly adopted, the Israeli Companies Law requires the compensation policy to be approved by the company’s compensation committee, with
subsequent 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
a company and its controlling shareholder. Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply. The terms of
employment 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 the
compensation 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 with
respect 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 of
the 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 as
aforesaid 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 new
arrangement only modifies an existing arrangement and the compensation committee determines that such modification is not material. Generally, the compensation of the CEO must be approved
by the compensation committee, the board of directors and by the majority of the shareholders provided that either: (i) such majority includes a majority of the total votes of shareholders who are
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 the
meeting (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 not
represent 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
and simple majority vote of the shareholders.
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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 to
the 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 changed
throughout 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 a
public 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 on
the 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
any one 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
appoint directors 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
holds 25% 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 same transaction 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 the
power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or to prevent the appointment of an office holder of the company or exercise any other
rights 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 state
that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty of fairness.
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 in
which 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 also
an 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 compensation
arrangements), 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 exceed
2% 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 competitive
procedure 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 three
years, unless, in respect to certain transactions, the audit committee determines that the longer duration of the transaction is reasonable under the circumstances.
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Pursuant to regulations promulgated pursuant to the Israeli Companies Law, a transaction with a controlling shareholder that would otherwise require approval of the shareholders is
exempt 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 regulations
promulgated 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
publication of 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
requirements that 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 would
become 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
provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would 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
that received 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 not
already 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 in
the 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 a
tender 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 purchase
will 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 his
shareholding 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 the
consummation 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. Such
determination 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 all
applicable laws.
Exculpation, Indemnification and Insurance of Directors and Officers
Exculpation 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
fiduciary duty. 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 or her 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
the office 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) a
breach 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’s interests; and (iii) a financial liability imposed upon the office holder in favor of another person.
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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 such
capacity 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, or
concluded 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 that
does 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
an action, 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,
or in 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 the
company 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 a
monetary 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 of
the 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 is
reasonable 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 enter
into 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
a provision 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
the act 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 only
negligently; (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
approved by 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
insurance policy with a per claim and aggregate coverage limit of $10 million, including legal costs incurred in Israel. In addition, our audit committee, board of directors and shareholders
resolved to indemnify 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
provided letters of indemnification to all of our officers and directors.
D.
Employees
As of December 31, 2017, we employed 360 full-time employees, of whom 45 were employed in general management and administration, 83 were employed in selling and marketing, 16
were employed in production management, 158 were employed in production, installation and maintenance, and 58 were employed in engineering and research and development. Of such full-
time employees, 112 were located in Israel, 31 were in the United States, 110 were in Canada and 107 were in various other countries.
64
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, 21
were 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-
time employees, 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, 17
were 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-
time employees, 145 were located in Israel, 29 were in the United States, 75 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 employment
agreements. 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 Federation
of Workers (the Histadrut), as well as collective bargaining arrangements. Such laws, agreements and arrangements cover a wide range of areas, including minimum employment standards, such
as 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 in
employment and employment of youth and army veterans. We are currently engaged in negotiations with the Histadrut in relation to a collective agreement which will apply to our employees.
Israeli law requires severance pay upon certain circumstances, including upon the retirement or death of an employee or termination of employment 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. Social Security Administration, which amounts also include
payments for national health insurance. In addition, certain of our employees are parties to individual employment agreements. We generally provide 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 are competitive with other companies in their field of
operations.
65
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 26, 2018.
Name
Gillon Beck
Liza Singer
Jacob Berman
Ron Ben-Haim
Avraham Bigger
Moshe Tsabari
Saar Koursh (3)
Yaacov Vinokur
Brian Rich (4)
Doron Kerbel (5)
Yaniv Shachar (6)
Jeremy Weese (7)
Kevin Bradley
Carlos Garcia Almeida
Fabien Haubert
Gord Loney
All directors and executive officers as a group (16 persons)
_______________
* Less than 1%
Number of
Ordinary Shares
Owned (1)
-
-
13,750
-
-
-
89,476
-
4,167
8,000
8,000
6,742
-
-
-
100
130,235
Percentage of
Outstanding
Ordinary Shares (2)
-
-
*
-
-
-
*
-
*
*
*
*
-
-
-
*
*
(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 options
or 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 such
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 sole voting and
investment power with respect to all shares shown as beneficially owned by them.
(2) The percentages shown are based on 23,032,448 ordinary shares issued and outstanding as of March 26, 2018.
(3)
Includes 89,476 ordinary shares issuable upon the exercise of currently exercisable options.
(4)
Includes 4,167 ordinary shares issuable upon the exercise of currently exercisable options.
(5)
Includes 8,000 ordinary shares issuable upon the exercise of currently exercisable options.
(6)
Includes 8,000 ordinary shares issuable upon the exercise of currently exercisable options.
(7)
Includes 6,667 ordinary shares issuable upon the exercise of currently exercisable options.
66
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 to
determine 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
anniversary of 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 of directors 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 shares purchasable 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
shareholders approved 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 of the 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, 2017, no options to purchase ordinary shares were outstanding under the 2003 Plan. Options to purchase 20,000 Ordinary shares under the 2003 Plan
were exercised during 2017.
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 and
any 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 has
resolved 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 is
taxed 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 of
the 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 the
employee’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,
2017, options to purchase 412,976 ordinary shares were outstanding under the 2010 Plan, exercisable at an average exercise price of $4.616 per share. During 2017 no Options to purchase ordinary
shares were awarded under the 2010 Plan. Options to purchase 58,100 ordinary shares under the 2010 Plan were exercised during 2017.
67
ITEM 7.
Major Shareholders and Related Party Transactions
A.
Major Shareholders
The following table sets forth certain information as of March 26, 2018 regarding the beneficial ownership of our ordinary shares, by each person or entity known to us to own
beneficially 5% or more of our ordinary shares.
Name
FIMI Opportunity Five (Delaware), Limited Partnership (3)
FIMI Israel Opportunity Five, Limited Partnership (3)
Grace & White, Inc. (4)
____________________
Number of
Ordinary Shares
Beneficially
Owned (1)
4,646,924
5,207,235
1,415,703
Percentage of
Outstanding
Ordinary Shares
(2)
20.2%
22.6%
6.1%
(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
options 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 holding
such 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 sole
voting and investment power with respect to all shares shown as beneficially owned by them.
(2) The percentages shown are based on 23,032,448 ordinary shares issued and outstanding as of March 26, 2018.
(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 and
FIMI Israel Opportunity Five, Limited Partnership is c/o FIMI FIVE 2012 Ltd., Electra Tower, 98 Yigal Alon St., Tel-Aviv 6789141, Israel.
(4) Based upon a Schedule 13G/A filed with the SEC on February 1, 2018 by Grace & White, Inc. The Schedule 13G/A indicates that Grace & White, Inc. is a 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 a
Schedule 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 Schedule
13D/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 1, 2016, Grace & White, Inc. filed an amendment to its Schedule 13G reflecting beneficial ownership of 1,177,563, or 7.2%, of our issued and outstanding ordinary shares as
of March 27, 2016. On February 7, 2017, Grace & White, Inc. filed an amendment to its Schedule 13G reflecting beneficial ownership of 1,569,833, or 6.8%, of our issued and outstanding ordinary
shares as of such date. On February 1, 2018, Grace & White, Inc. filed an amendment to its Schedule 13G reflecting beneficial ownership of 1,415,703, or 6.15%, of our issued and outstanding
ordinary shares as of such date.
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.
68
Record Holders
Based on a review of the information provided to us by our transfer agent, as of March 26, 2018, there were 29 holders of record of our ordinary shares, of which 26 record holders
holding approximately 91.2% 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 is
it 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 the
Depositary Trust Company (the central depositary for the U.S. brokerage community), which held approximately 91.1% 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, we
distributed 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 ordinary
shares 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, 2015, 2016 and 2017, our operations based outside of Israel generated income to customers outside of Israel of approximately $42.8 million, $48.2 million
and $45.2 million, respectively, or 67.2%, 71.1% and 70.2% of our total revenues, respectively. In the years ended December 31, 2015, 2016 and 2017, the total amount of our export revenues
generated by our Israeli facilities to countries outside of Israel was approximately $8.5 million, $10.9 million and $9.6 million, respectively, or 13.3%, 16.1% and 14.9%, 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 in
relation 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 are
erroneous. In April 2017 we presented our customer with a legal opinion that supports our position that the goods were correctly declared. In July 2017 we were informed by our customer that
the local revenue authority had accepted our position and the post clearance audit findings were revoked.
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 a
material adverse effect on our financial position or results of operations.
69
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 dividend
distributions 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 otherwise
upon 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 latest
adjusted 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
date of 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
accounting principles, 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 prescribed to 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.
2013
2014
2015
2016
2017
NASDAQ Global Market
High
Low
$
$
$
$
$
4.93 $
5.87 $
5.80 $
6.02 $
7.85 $
70
3.16
3.38
4.01
4.06
4.25
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 the
NASDAQ Global Market:
2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2016
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2017
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2018
First Quarter (through March 26, 2018)
Monthly Stock Information
NASDAQ Global Market
High
Low
$
$
$
$
$
$
$
$
$
$
$
$
$
5.80 $
5.37 $
4.50 $
5.08 $
4.97 $
5.00 $
5.48 $
6.02 $
7.85 $
7.35 $
5.35 $
5.35 $
4.71
4.31
4.01
4.08
4.06
4.49
4.22
4.15
5.25
4.69
4.35
4.25
6.21 $
5.17
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:
October 2017
November 2017
December 2017
January 2018
February 2018
March 2018 (through March 26, 2018)
B.
Plan of Distribution.
Not applicable.
C.
Markets.
NASDAQ Global Market
Low
High
$
$
$
$
$
$
4.84 $
4.95 $
5.35 $
6.21 $
6.21 $
6.14 $
4.25
4.26
4.69
5.17
5.61
5.67
Our ordinary shares have traded on the NASDAQ Global Market under the symbol “MAGS” since our initial public offering in 1993.
71
D.
Selling Shareholders.
Not applicable.
E.
Dilution.
Not applicable.
F.
Expenses of the Issue.
Not applicable.
ITEM 10.
Additional Information
A.
Share Capital.
Not applicable.
B.
Memorandum and Articles of Association.
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 were
established 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
devices and 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 in connection 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 powers
and 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
directors may, 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
such committee 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 board
of 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 if
the 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 he
fails 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 to
qualify 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.”
72
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 of
which 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 bearing
different rights, preferences and restrictions.
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 value
of 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 to
receive 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
of the 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
but not 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. Financial
Information – 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
by the 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 an
extraordinary 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
majority of 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 at the 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 resolutions to:
ö
ö
ö
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 of
association, 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
voting at 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
external directors) 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 distributed
pro-rata to our ordinary shareholders.
73
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.”
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 that
class 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 association
pertaining 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 additional
meetings 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 more
shareholders 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 the
company. 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
such general 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 at the 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 date must 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
the voting 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
in the 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 not
present 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 be
considered 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 only
resolutions 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 the
laws 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.
74
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 to fulfill 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
a resolution 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 as
specified 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 court
determines 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-interested
shareholders. See also Item 6C. “Directors, Senior Management and Employees – Board Practices – Approval of Related Party Transactions under Israeli Law.”
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 purchaser
would 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 made
by 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 the
company. 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 and
resulted 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
voting power 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
voting power 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 the offer.
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 entire
outstanding 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, if
more 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 a
motion 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 accepts
the 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 in
connection 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, the
approval 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 require
also 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 specified
acquisitions, 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 who
exchanges 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 of
shares of a foreign corporation that are traded on a stock exchange, the tax may be postponed subject to certain conditions.
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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 video
management systems (VMS). We paid approximately CAD19.8 million in cash (including CAD1.1 million placed in escrow to secure potential indemnity obligations and up to an additional
CAD1.1 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 the
agreement, which is incorporated by reference as an exhibit to this Annual Report. In July 2017 we amalgamated Senstar and Aimetis. Following the amalgamation, the amalgamated company
maintained the name Senstar Corporation.
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 ordinary
shares 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 ordinary
shares 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 to
such amounts or an exemption has been obtained.
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 legislation
which 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 not
intended, 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 ordinary
shares, 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 material
Israeli 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 particular
investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of this kind of investor include residents of
Israel 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 been
subject to judicial or administrative interpretation, we cannot assure you that the appropriate tax authorities or the courts will accept the views expressed in this discussion.
The discussion below should not be construed as legal or professional tax advice and does not cover all possible tax considerations. Potential investors are urged to consult their own
tax advisors as to the Israeli or other tax consequences of the purchase, ownership and disposition of our ordinary shares, including in particular, the effect of any foreign, state or local taxes.
General Corporate Tax Structure
Generally, Israeli companies are subject to corporate tax on their taxable income. In 2017, the corporate tax rate was 24% and as of 2018 the corporate tax rate is 23%. However, the
effective tax rate payable by a company that generates income from an Approved Enterprise or a Preferred Enterprise, as further discussed below, may be considerably lower. In addition, Israeli
companies are currently subject to regular corporate tax rate on their capital gains.
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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 will
be 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 development
projects, 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 company
and 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 through
government 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.
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 the
Amendment, 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 therefore
generally 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 tax
benefits 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 to
approach 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 from
export, 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 a
certain 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 the
company 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 of
existing 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
this case, 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 the expansion.
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 tax
benefits 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:
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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
the Benefited 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
from the 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
dividend distributed. 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
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ö 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 Benefited
Enterprise. 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 5
million. Such changes to the aforementioned definition are retroactive from 2003.
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 will remain 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 upon
distribution 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 eligibility
for 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 to
income 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 be
10% 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% in
Zone A and 8% elsewhere. As with dividends distributed from taxable income derived from an Approved Enterprise or Benefiting Enterprise during the applicable benefits period, dividends
distributed 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,
provided however 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 of distribution 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
dividends from 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
2011 Amendment with respect to our existing Approved and Benefiting Enterprises while waiving benefits provided under the legislation prior to the 2011 Amendment or keep implementing the
legislation 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.
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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 distribution
from 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 a
reduced 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 within
a 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. A
company 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 of
such 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 privileged
Enterprise Status through June 2015.
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 of
Amendment 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 2014
and 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 to
the 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 a
tax 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 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 intellectual property (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%.
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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 technological
enterprises 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 the
computation 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,
among others:
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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
advancement of 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 “Industrial
Company” 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, interest
and 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 is
industrial production activity.
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 industrial
company 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 are
approved 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,
as determined 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
from products incorporating technology developed within the framework of the approved research and development program or derived from such program (including ancillary services in
connection with 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. Under
regulations promulgated under the Research Law, upon the approval of the Innovation Authority, some of the manufacturing volume may be transferred outside of Israel, beyond the
aforementioned 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 the
received grant, depending on the percentage of manufacturing being transferred abroad. The Research Law also provides that know-how developed under an approved research and
development 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.
The Research 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
is required for the sale or export of any products resulting from such research and development.
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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 amendment
permits 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 a
substitute, in lieu of demanding the recipient to pay increased royalties as described above. The amendment further permits, under certain circumstances and subject to the Innovation
Authority’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 Innovation
Authority 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 funded
know-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 programs
between 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 controlling
shareholders 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 obtaining
the 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 to
undertake 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 additional
information 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 solely
from 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
to voting 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 foregoing
interested 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.
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 cannot
assure 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 program
approved 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 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 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, the
cancellation 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 provides
otherwise. 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 relevant
asset’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 real
gain is the excess of the total capital gain over the inflationary surplus.
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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 such
shareholder 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 is
considered 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 any
means 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 an
initial 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 preceding
January 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 or
regulated 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
an initial 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
tax at the source.
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 Tax
Treaty, 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 of
the 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
capital gains 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
period preceding 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.
Resident would be permitted to claim a credit for such taxes against the U.S. federal income tax imposed with respect to such sale, exchange or disposition, subject to the limitations in U.S. laws
applicable to 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. On
distributions 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 any
time during the 12-month period preceding such distribution, unless a different rate is provided in a treaty between Israel and the shareholder’s country of residence. However, under the
Investments 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
dividend is 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.
corporation holding 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 at a 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.
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a description of the material U.S. federal income tax consequences of the acquisition, ownership and disposition of our ordinary shares. This description addresses only
the U.S. federal income tax considerations that are relevant to U.S. Holders (as defined below) who hold our ordinary shares as capital assets. This summary is based on the U.S. Internal Revenue
Code of 1986, as amended, or the Code, Treasury regulations promulgated thereunder, judicial and administrative interpretations thereof, and the U.S.-Israel Tax Treaty, or the Treaty, all as in
effect on the date hereof and all of which are subject to change either prospectively or retroactively.
There can be no assurance that the U.S. Internal Revenue Service, or the IRS, will not take a different position concerning the tax consequences of the acquisition, ownership and
disposition of our ordinary shares or that such a position would not be sustained. This description does not address all tax considerations that may be relevant with respect to an investment in
our ordinary shares. In addition, this description does not account for the specific circumstances of any particular investor, such as:
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broker-dealers;
financial institutions;
certain insurance companies;
investors liable for alternative minimum tax;
regulated investment companies, real estate investment trusts, or grantor trusts;
dealers or traders in securities, commodities or currencies;
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;
direct, indirect or constructive owners of investors that actually or constructively own 10% or more of our shares by vote or value; or
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 our ordinary shares, the U.S. federal income tax treatment of a partner in such a
partnership will generally depend upon the status of the partner and the activities of the partnership. A partnership that owns our ordinary shares and the partners in such partnership should
consult their tax advisors about the U.S. federal income tax consequences of holding and disposing of ordinary shares.
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 any
discussion of state, local or non-U.S. taxation. You are urged to consult your tax advisors regarding the non-U.S. and U.S. federal, state and local tax consequences of an investment in ordinary
shares.
For purposes of this summary, as used herein, the term “U.S. Holder” means a person that is eligible for the benefits of the Treaty and is a beneficial owner of an ordinary share who is,
for U.S. federal income tax purposes:
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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 the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust if such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if (1) a court within the United States is able to exercise primary
supervision over its administration and (2) one or more U.S. persons have the authority to control all of the substantial decisions of such trust.
Unless otherwise indicated, this discussion assumes that the Company is not, and will not become, a “passive foreign investment company,” or a PFIC, for U.S. federal income tax
purposes. See “—Passive Foreign Investment Companies” below.
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Taxation of Distributions
Subject to the discussion below under the heading “—Passive Foreign Investment Companies,” the gross amount of any distributions received with respect to our ordinary 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 earnings and profits, as
determined for U.S. federal income tax purposes. Because we do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that the
entire amount of any distribution will generally be reported as dividend income to you. Dividends are included in gross income as ordinary income. Distributions in excess of our current and
accumulated earnings and profits would be treated as a non-taxable return of capital to the extent of your tax basis in our ordinary shares and any amount in excess of your tax basis will be
treated 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 the
exchange rate in effect on the day such dividends are received, regardless of whether the payment is in fact converted into U.S. dollars. 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 on such day may have a foreign currency exchange gain or loss that would be treated as U.S.-source ordinary income or loss.
U.S. Holders should consult their own tax advisors concerning the U.S. tax consequences of acquiring, holding and disposing of NIS.
Subject to complex limitations, some of which vary depending upon the U.S. Holder’s circumstances, any Israeli withholding tax imposed on dividends paid with respect to our ordinary
shares, at a rate not exceeding the applicable rate provided by the Treaty, will be a foreign income tax eligible 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). Israeli taxes withheld in excess of the applicable rate allowed by the Treaty (if any) will not be eligible for credit against a U.S. Holder’s
federal income tax liability. The limitation on foreign income taxes eligible for credit is calculated separately with respect to specific classes of income. Dividends generally will be treated as
foreign-source passive category income or, in the case of certain U.S. Holders, general category income for U.S. foreign tax credit purposes. Further, there are special rules for computing the
foreign tax credit limitation of a taxpayer who receives dividends subject to a reduced tax rate (see discussion below). A U.S. Holder may be denied a foreign tax credit with respect to Israeli
income tax withheld from dividends received on our ordinary shares if such U.S. Holder fails to satisfy certain minimum holding period requirements or to the extent such U.S. Holder’s position in
ordinary shares is hedged. An election to deduct foreign taxes instead of claiming foreign tax credit applies to all foreign taxes paid or accrued in the taxable year. The rules relating to the
determination of the foreign tax credit are complex, and you should consult with your own tax advisors to determine whether and to what extent you would be entitled to this credit.
Subject to certain limitations (including the PFIC rules discussed below), “qualified dividend income” received by a non-corporate U.S. Holder will be subject to tax at the lower long-
term capital gain rates (currently at 20%). Distributions taxable as dividends paid on our ordinary shares should qualify for a reduced rate provided that either: (i) we are entitled to benefits under
the Treaty, or (ii) our 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 Treaty and that our ordinary shares currently are readily tradable on an established securities market in the United States (see discussion below). However, no assurance can
be given that our ordinary shares will remain readily tradable. The rate reduction does not apply unless certain holding period requirements are satisfied, nor does it apply to dividends received
from a PFIC (see discussion below), in respect of certain risk-reduction transactions, or in certain other situations. The legislation enacting the reduced tax rate on qualified dividend income
contains special rules for computing the foreign tax credit limitation of a taxpayer who receives dividends subject to the reduced tax rate. U.S. Holders of our ordinary shares should consult their
own tax advisors regarding the effect of these rules in their particular circumstances.
84
Sale or Disposition of Ordinary Shares
Subject to the discussion of PFIC rules below, if you sell or otherwise dispose of our ordinary shares, you will generally recognize gain or loss for U.S. federal income tax purposes in an
amount equal to the difference between the amount realized on the sale or other disposition and your adjusted tax basis in our ordinary shares, in each case determined in U.S. dollars. Such gain
or loss will generally 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 capital gain realized by a non-corporate U.S. Holder is generally eligible for a preferential tax rate (currently 20%). In general, any gain that you recognize on the sale or other disposition of
ordinary shares will be U.S.-source for purposes of the foreign tax credit limitation; losses will generally be allocated against U.S. source income. Deduction of capital losses is subject to certain
limitations under the Code.
In the case of a cash basis U.S. Holder who receives NIS in connection with the sale or disposition of our ordinary shares, the amount realized will be based on the U.S. dollar value of
the NIS received with respect to the ordinary shares as determined on the settlement date of such exchange. A cash basis U.S. Holder who receives payment in NIS and converts NIS into U.S.
dollars at a conversion rate other than the rate in effect on the settlement date may have a foreign currency exchange gain or loss, which 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 our ordinary shares that are traded on an established
securities market, provided that the election is applied consistently from year to year. Such election may not be changed without the consent of the IRS. In the event that an accrual basis U.S.
Holder does not elect to be 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. federal income 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 be treated as U.S.- source 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
We believe that we were not a PFIC for U.S. federal income tax purposes for the taxable year of 2017. However, since PFIC status depends upon the composition of our income and
assets and the market value of our assets from time to time, there can be no assurance that we will not be considered a PFIC for any future taxable year. If we were a PFIC for any taxable year
during which a U.S. Holder owned an ordinary share, certain adverse consequences could apply to the U.S. Holder. Specifically, gain recognized by a U.S. Holder on a sale or other disposition of
such ordinary share would be allocated ratably over the U.S. Holder’s holding period for the ordinary share. The amounts allocated to the taxable year of the sale or other disposition and to any
year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or
corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the resulting tax liability. Further, any distribution in excess of 125% of the average of the annual
distributions received by the U.S. Holder on our ordinary shares during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, would be subject to taxation as
described immediately above. Certain elections (such as a mark-to-market election) may be available to U.S. Holders and may result in alternative tax treatment. In addition, if we were a PFIC for a
taxable year in which we pay a dividend or the prior taxable year, the favorable dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not
apply. If we were a PFIC for any taxable year in which a U.S. Holder owned our shares, the U.S. Holder would generally be required to file annual returns with the IRS on IRS Form 8621.
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% Medicare
contribution tax on net investment income, which includes dividends and capital gains from the sale or exchange of our ordinary shares.
85
Backup Withholding and Information Reporting
Payments in respect of our ordinary shares may be subject to information reporting to the IRS and to U.S. backup withholding tax at the rate (currently) of 24%. Backup withholding will
not apply, 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
any other 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 a
refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS.
U.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 certain thresholds
(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 to those 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 or through a
financial institution, estate or pension or deferred compensation plan, would be “specified foreign financial assets.” Under Treasury regulations, the reporting obligation applies to certain 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 consult the U.S.
Holder’s tax advisor regarding the 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.
The above description is not intended to constitute a complete analysis of all tax consequences relating to acquisition, ownership and disposition of our ordinary shares. You should consult
your tax advisor concerning the tax consequences of your particular situation.
F.
Dividends and Paying Agents.
Not applicable.
G.
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
defined in 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
disclosure and 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 annual report 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 releases and 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 information on 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 SEC
public 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 calling
the SEC at 1-800-SEC-0330. The Exchange Act file number for our SEC filings is 000-21388.
86
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 the
SEC 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,
Euros and 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 our
liabilities 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 financial
condition. 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 be
adversely 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 the
Mexican 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 2015, the Canadian dollar depreciated against the U.S. dollar by 19.7%. In 2016 and 2017, the Canadian dollar appreciated against the U.S. dollar by 2.7% and 7%, respectively. In
addition, 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 2015 and 2016 the Mexican peso depreciated
against the U.S. dollar by 17.7% and 19.2%, respectively. In 2017 the Mexican peso appreciated against the U.S. dollar by 4.5%.
During the year ended December 31, 2015, foreign currency fluctuations had a positive impact on our results of operations and we recorded foreign exchange income, net of $1 million.
During the years ended December 31, 2016 and 2017, foreign currency fluctuations had a negative impact on our results of operations and we recorded a foreign exchange loss, net of $0.6 million
and $4 million, respectively. 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.
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.
PART II
87
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
and reported 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 to
allow timely decisions regarding required disclosure. Our management, including our chief executive officer and chief financial officer, conducted an evaluation of our disclosure controls and
procedures, 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 and
chief 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, as
defined 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 financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial
reporting 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 our
assets, (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 of
unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In conducting its assessment of internal control over financial
reporting, management based its evaluation on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations, or the COSO, of the Treadway
Commission. Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2017.
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 likely
to materially affect, our internal control over financial reporting.
ITEM 16.
[Reserved]
ITEM 16A. Audit Committee Financial Expert
Our board of directors has determined that Ms. Liza Singer, an external and independent director, meets the definition of an audit committee financial expert, as defined by rules of the
SEC. For a brief description of Ms. Singer’s relevant experience, see Item 6.A. “Directors, Senior Management and Employees – Directors and Senior Management.”
88
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 chief
financial officer, chief accounting officer or controller, and persons performing similar functions. The amended and restated code of ethics reflects our growing emphasis on international
operations and better addresses issues related with such activities by providing clear instructions in connection with commercial international activities. The code of ethics is publicly available
on 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.
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 of
Ernst & Young global. All of such fees were pre-approved by our Audit Committee.
Services Rendered
Audit (1)
Tax (2)
Other (3)
Total
Year Ended December 31,
2016
2017
288,000
60,000
37,000
385,000
262,000
86,000
12,000
360,000
(1)
(2)
(3)
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 financial
reporting), consultations on various accounting issues and audit services provided in connection with other statutory or regulatory filings.
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
associated to international taxation, tax assessment deliberation, transfer pricing and withholding tax assessments.
Other fees primarily relate to out of pocket reimbursement of expenses and primarily traveling expenses of our auditors. These fees also relate to fees associated with the
conflict Minerals work plan and the Risk Assessment Service.
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
our independent 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 prohibits
retention 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
audit committee 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 2017.
89
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 of
certain 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 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’s laws.
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:
ö
ö
ö
ö
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 of
directors 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 our
board of directors must approve all compensation arrangements for our chief executive officer and all compensation arrangements for officers are subject to the chief executive
officer’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 not
required 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 at
least two external directors, within the meaning of the Israeli Companies Law, to our board of directors.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 17.
Financial Statements
PART III
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.
90
Consolidated Financial Statements
Index to Financial Statements
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (loss)
Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
91
F-1
F-2 - F-5
F-6 - F-7
F-8
F-9
F-10
F-11 - F-13
F-14 - F-55
ITEM 19. Exhibits
Exhibit No. Description
1.1
1.2
2.1
2.2
2.3
2.4
4.1
4.2
4.3
8.1
12.1
12.2
13.1
13.2
15.1
15.2
Memorandum of Association of the Registrant (1)
Articles of Association of the Registrant (2)
Specimen Share Certificate for Ordinary Share (3)
Registrant’s Amended and Restated 2003 Israeli Share Option Plan (4)
Registrant’s 2010 Israeli Share Option Plan (5)
Amendment to Registrant’s 2010 Israeli Share Option Plan(6)
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 his capacity
as the Holder Agent(7)
Compensation Policy of Office Holders (August 8, 2016) (8)
Form of Warrant issued to former CyberSeal shareholders(9)
List of Subsidiaries of the Registrant
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act, as amended
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act, as amended
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of Kost Forer Gabbay & Kasierer
Consent of Sallas, Sainz – Grant Thornton, S.C.
XBRL Instance Document.*
101.INS
XBRL Taxonomy Extension Schema Document.*
101.SCH
XBRL Taxonomy Presentation Linkbase Document.*
101.PRE
101.CAL XBRL Taxonomy Calculation Linkbase Document.*
101.LAB XBRL Taxonomy Label Linkbase Document.*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.*
_______________
*
(1)
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the
Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability
under those sections.
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 incorporated
herein by reference.
92
(2)
(3)
(4)
(5)
(6)
(7)
(8)
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
herein by 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 and
incorporated 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 the
Securities 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 under
Form 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.
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.
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 by
reference.
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.
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.
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, and
incorporated herein by reference.
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 by
reference.
(9)
Filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2016, and incorporated herein by reference.
93
MAGAL SECURITY SYSTEMS LTD. AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2017
IN U.S. DOLLARS
INDEX
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (loss)
Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
F -1
Page
F-2 - F-5
F-6 - F-7
F-8
F-9
F-10
F-11 - F-13
F-14 - F-55
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road, Building A,
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
MAGAL SECURITY SYSTEMS LTD.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Magal Security Systems Ltd. and subsidiaries (the Company) as of December 31, 2017 and 2016, the related
consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2017, and
the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audit and the report of other auditors, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in
the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We did not audit the financial statements of Senstar Latin America SA DE CV., a wholly-owned subsidiary, which reflect total assets constituting 10% at December 31, 2017, and
total revenues constituting 20% in 2017, of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion,
insofar as it relates to the amounts included for Senstar Latin America SA DE CV., is based solely on the report of the other auditors.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
F - 2
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the
report of other auditors provide a reasonable basis for our opinion.
/s/ KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
We have served as the Company's auditor since 1984.
Tel-Aviv, Israel
March 28, 2018
F - 3
To the shareholders of
Senstar Latin America, S. A. de C.V.:
Opinion on Financial Statements
Salles, Sainz – Grant Thornton, S.C.
Periférico Sur 4348
Col. Jardines del Pedregal
04500, México, D.F.
T +52 55 5424 6500
F +52 55 5424 6501
www.ssgt.com.mx
We have audited the accompanying balance sheet of Senstar Latin America, S. A. de C.V. (the Company) as of December 31, 2017, comprehensive income, changes in shareholders’ equity
and cash flows for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in
conformity with U.S. generally accepted accounting principles.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
F - 4
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for
our opinion.
/s/ Salles, Sainz – Grant Thornton, S.C.
C.P.C. Guillermo Segura Herrera
We have served as the Company's auditor since 2017.
Mexico City, Mexico
March 28, 2018
Contadores y Consultores de Negocios
Miembro de Grant Thornton International Ltd
F - 5
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Short-term bank deposits
Restricted deposits
Trade receivables (net of allowance for doubtful accounts of $ 2,064 and $ 1,557 at December 31, 2016 and 2017, respectively)
Unbilled accounts receivable
Other accounts receivable and prepaid expenses (Note 3)
Inventories (Note 4)
$
Total current assets
LONG-TERM INVESTMENTS AND RECEIVABLES:
Long-term trade receivables
Long-term deposits and restricted bank deposits
Severance pay fund
Deferred income taxes (Note 12)
Total long-term investments and receivables
PROPERTY AND EQUIPMENT, NET (Note 5)
INTANGIBLE ASSETS, NET (Note 6)
GOODWILL (Note 7)
Total assets
The accompanying notes are an integral part of the consolidated financial statements.
F - 6
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
December 31,
2016
2017
$
19,692
31,036
1,809
13,702
4,232
2,751
6,818
80,040
308
126
1,321
2,114
3,869
5,301
4,933
22,463
27,025
2,842
14,489
6,309
2,850
9,596
85,574
-
155
1,524
2,579
4,258
5,718
4,303
11,850
12,692
$
105,993
$
112,545
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables
Customer advances
Other accounts payable and accrued expenses (Note 8)
Total current liabilities
LONG-TERM LIABILITIES:
Deferred revenues
Deferred income taxes
Accrued severance pay
Other long-term liabilities
Total long-term liabilities
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, 2016 and December 31, 2017; Issued and outstanding: 22,894,348 shares at December 31, 2016
and 23,032,448 shares at December 31, 2017
Additional paid-in capital
Accumulated other comprehensive loss
Foreign currency translation adjustments (Company's standalone financial statements)
Accumulated deficit
Total Magal shareholders' equity
Non-controlling interest
Total shareholders' equity (Note 10)
Total liabilities and shareholders' equity
The accompanying notes are an integral part of the consolidated financial statements.
F - 7
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
December 31,
2016
2017
$
4,040
5,602
11,646
21,288
472
167
2,089
59
2,787
6,679
93,441
(1,923)
412
(16,600)
82,009
(91)
81,918
5,198
7,191
13,784
26,173
891
190
2,328
14
3,423
6,716
93,975
(87)
5,859
(23,514)
82,949
-
82,949
$
105,993
$
112,545
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except per share data)
Revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development, net
Selling and marketing
General and administrative
Total operating expenses
Operating income (loss)
Financial income (expenses), net (Note 15)
Income (loss) before income taxes
Taxes on income (tax benefit) (Note 12)
Net income (loss)
Less - loss (income) attributable to non-controlling interests
Net income (loss) attributable to Magal shareholders'
Basic income (loss) per share
Diluted income (loss) per share
The accompanying notes are an integral part of the consolidated financial statements.
F - 8
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Year ended
December 31,
2016
2017
2015
$
$
63,736
32,722
$
67,825
34,570
31,014
33,255
4,814
14,785
7,026
26,625
4,389
642
5,031
1,923
3,108
33
6,779
17,536
7,445
31,760
1,495
(591)
904
(122)
1,026
3
64,292
32,967
31,325
6,558
18,158
7,853
32,569
(1,244)
(3,961)
(5,205)
1,695
(6,900)
(14)
$
$
$
3,141
$
1,029
$
(6,914)
0.19
$
0.06
$
0.19
$
0.06
$
(0.30)
(0.30)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands (except per share data)
Net income (loss)
Realized foreign currency translation adjustments
Foreign currency translation adjustments
Total comprehensive income (loss)
Total comprehensive income (loss) attributable to non-controlling interests
Total comprehensive income (loss) attributable to Magal shareholders'
The accompanying notes are an integral part of the consolidated financial statements.
F - 9
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Year ended
December 31,
2016
2015
2017
$
$
$
$
$
3,108
-
(3,891)
$
1,026
-
(73)
(783) $
953
$
(6,900)
64
1,772
(5,064)
(33) $
(3) $
14
(750) $
956
$
(5,078)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. dollars in thousands (except share data)
Number of
shares
Ordinary
shares
Additional
paid-in
capital
Accumulated
other
comprehensive
income (loss)
Foreign
currency
translation
adjustment -
the Company
Retained
earnings
(accumulated
deficit)
Non-
controlling
interests
Total
shareholders'
equity
Balance as of January 1, 2015
16,269,022
$
4,935
$
69,174
$
2,041
$
632
$
(20,770) $
(55) $
55,957
Issuance of shares upon exercise of
employee stock options
Stock-based compensation
Foreign currency translation
adjustments- the Company
Comprehensive income (loss):
Net income
Foreign currency translation
adjustments
129,850
-
-
-
-
33
-
-
-
-
471
243
-
-
-
Balance as of December 31, 2015
16,398,872
4,968
69,888
Issuance of share capital, net (Note
10b)
Issuance of shares upon exercise of
employee stock options
Stock-based compensation
Foreign currency translation
adjustments- the Company
Comprehensive income (loss):
Net income
Foreign currency translation
adjustments
6,170,386
1,626
325,090
-
-
-
-
85
-
-
-
-
21,991
1,304
258
-
-
-
-
-
-
-
(3,891)
(1,850)
-
-
-
-
-
(73)
-
-
(226)
-
-
-
-
-
3,141
-
-
-
-
(33)
-
504
243
(226)
3,108
(3,891)
406
(17,629)
(88)
55,695
-
-
-
6
-
-
-
-
-
-
1,029
-
-
-
-
-
(3)
-
23,617
1,389
258
6
1,026
(73)
Balance as of December 31, 2016
22,894,348
6,679
93,441
(1,923)
412
(16,600)
(91)
81,918
Issuance of shares upon exercise of
warrants
Issuance of shares upon exercise of
employee stock options
Stock-based compensation
Foreign currency translation
adjustments- the Company
Purchase of non-controlling interests
Comprehensive income (loss):
Net income (loss)
Realized foreign currency translation
adjustments
Foreign currency translation
adjustments
60,000
78,100
-
-
-
-
-
-
16
21
-
-
-
-
-
-
238
306
144
-
(154)
-
-
-
-
-
-
-
-
-
64
1,772
-
-
-
5,447
-
-
-
-
-
-
-
-
-
(6,914)
-
-
-
-
-
-
77
14
-
-
254
327
144
5,447
(77)
(6,900)
64
1,772
Balance as of December 31, 2017
23,032,448
$
6,716
$
93,975
$
(87) $
5,859
$
(23,514) $
-
$
82,949
The accompanying notes are an integral part of the consolidated financial statements.
F - 10
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Cash flows from operating activities:
Net income
Adjustments required to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization
Loss (gain) on sale of property and equipment
Increase (decrease) in accrued interest and exchange differences on short-term and other long-term liabilities
Stock based compensation
Decrease in trade receivables, net
Decrease (increase) in unbilled accounts receivable
Decrease (increase) in other accounts receivable and prepaid expenses
Decrease (increase) in inventories
Increase in deferred income taxes
Decrease (increase) in long-term trade receivables
Increase (decrease) in trade payables
Increase (decrease) in other accounts payable and accrued expenses and deferred revenues
Increase in customer advances
Accrued severance pay, net
Year ended
December 31,
2016
2017
2015
$
3,108
$
1,026
$
1,503
18
(218)
243
6,261
(1,570)
(151)
(635)
(51)
(387)
(2,934)
(483)
1,385
(631)
1,740
5
(57)
258
1,487
1,395
221
1,200
(1,722)
319
857
(1,010)
3,351
(137)
Net cash provided by (used in) operating activities
$
5,458
$
8,933
$
The accompanying notes are an integral part of the consolidated financial statements.
F - 11
(6,900)
1,876
(4)
2,996
144
153
(1,593)
119
(2,079)
(467)
329
787
1,521
1,207
(41)
(1,952)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Year ended
December 31,
2016
2017
2015
$
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Cash flows from investing activities:
Investment in short-term deposits
Proceeds from sale of short-term bank deposits
Release of long-term bank deposits and restricted deposit
Investment in restricted deposit
Proceeds from sale of property and equipment
Purchase of property and equipment
Investment in know-how and patents
Payments for acquisition of Aimetis, net of cash acquired (1)
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from issuance of shares, net of issuance costs of $ 201
Short-term bank credit, net
Principal payment of long-term bank loans
Proceeds from issuance of shares upon exercise of options to employees
Proceeds from issuance of shares upon exercise of warrants
Purchase of shares from non-controlling interests, net
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
$
(592)
5,777
1,985
-
104
(876)
(1)
-
6,397
-
(2,573)
(1,899)
504
-
-
(3,968)
(2,170)
5,717
21,602
$
(27,868)
-
13
(1,031)
93
(797)
(31)
(12,113)
(41,734)
23,617
-
-
1,389
-
-
25,006
168
(7,627)
27,319
Cash and cash equivalents at the end of the year
$
27,319
$
19,692
$
Supplemental disclosures of cash flows activities:
Cash paid during the year for:
Interest
Income taxes
The accompanying notes are an integral part of the consolidated financial statements.
F - 12
$
$
116
$
27
$
753
$
1,677
$
-
4,103
(15)
(1,061)
35
(934)
(13)
-
2,115
-
-
-
327
254
(77)
504
2,104
2,771
19,692
22,463
148
1,855
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Year ended
December 31,
2016
2017
2015
(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)
Technology
Customer relationship
Adjustment to deferred revenue
Contingent consideration
Deferred tax liability, net
Goodwill
$
$
-
-
-
-
-
-
(293) $
3,759
761
671
(82)
(562)
7,859
Total payments for acquisition of Aimetis, net of cash acquired
$
-
$
12,113
$
-
-
-
-
-
-
-
The accompanying notes are an integral part of the financial statements.
F - 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 1:-
GENERAL
a.
General:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Magal Security Systems Ltd. ("the Parent Company" or "Magal") and its subsidiaries (together - "the Company") 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, the Company has delivered its products as well as tailor-made
security solutions and turnkey projects to customers in over 80 countries under some of the most challenging conditions. The Company offers comprehensive integrated
solutions 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 a rights offering according to which it distributed to all holders of its ordinary shares at no charge, subscription
rights to 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 Company
beneficially 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 Aimetis
Corp. (“Aimetis”), a corporation incorporated under the laws of Canada for total consideration of $ 14,469, consisting of $ 14,387 in cash and performance-based contingent
payments ("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 the
Closing 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 a
reduction of general and administrative expenses in the statement of operations in 2016.
In addition, a retention payment in the amount of $ 844 was paid as a result of the continued employment of two of its executive employees with Aimetis during the period of
13 months following the closing date. The expense was 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 the
Group's large portfolio of perimeter intrusion detection systems (PIDS), adding a video surveillance offering with unmatched solutions for outdoor and critical sites, and also
strengthening 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 products
and services.
F - 14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 1:-
GENERAL (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 assets
acquired and liabilities assumed of the acquired company. The entire goodwill was assigned to the Video reporting unit within the Video and Cyber security segment. The
results 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)
Intangible assets
Adjustment to deferred revenue
Deferred tax liabilities, net
Goodwill
Total purchase price
$
1,981
4,520
671
(562)
7,859
$
14,469
In performing the purchase price allocation, management considered, among other factors, analyses of historical financial performance, highest and best use of the acquired
assets 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 over
their 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:
Technology
Customer relationships
Total intangible assets
Fair value
$
$
3,759
761
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
of operations.
F - 15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 1:-
GENERAL (Cont.)
The amounts of revenue and net earnings of Aimetis since the acquisition date included in the consolidated income statement for the reporting period are:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Revenues
Net loss
Unaudited pro forma condensed results of operations:
Year ended
December 31,
2016
$
$
5,047
(2,667)
The following represents the unaudited pro forma condensed results of operations for the years ended December 31, 2015 and 2016, assuming that the acquisitions of
Aimetis occurred on January 1, 2015. The pro forma information is not necessarily indicative of the results of operations that would have actually occurred had the
acquisitions been consummated on those dates, nor does it purport to represent the results of operations for future periods.
Revenues
Net income (loss) attributable to Magal shareholders'
Basic and diluted income (loss) per share
F - 16
Year ended
December 31,
2015
2016
Unaudited
$
$
$
71,709
$
69,956
2,134
$
0.13
$
(73)
0.00
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), followed on a
consistent 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 reported
in the financial statements and accompanying notes. The most significant assumptions are employed in estimates used in determining values of goodwill and identifiable
intangible 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. The
Company'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. The
measurement 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 is
the 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 translation
process 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, as
appropriate.
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. Equity
accounts 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 of
shareholders' equity in accumulated other comprehensive income (loss).
F - 17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
c.
Principles of consolidation:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
The consolidated financial statements include the accounts of the Parent Company and its subsidiaries. Intercompany transactions and balances including profits from
intercompany 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 in
equity separately from the equity attributable to the equity holders of the Company. Profit or loss and components of other comprehensive income are attributed to the
Company 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 the
consolidated statement of financial position. When the purchase price of a non-controlling interest by the Company exceeds the book value at the time of purchase, any
excess or shortfall is recognized as an adjustment to additional paid-in capital.
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 net realizable value. The Company periodically evaluates the inventory quantities on hand relative to historical and projected
sales volumes, current and historical selling 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.
F - 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Work in progress and finished products: on the basis of direct manufacturing costs with the addition of allocable indirect cost, representing allocable operating overhead
expenses and manufacturing costs.
During the years ended December 31, 2015, 2016 and 2017, the Company recorded inventory write-offs in the amounts of $ 465, $ 226 and $ 128, respectively. Such write-offs
were 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 the
assets at the following annual rates:
Buildings
Machinery and equipment
Motor vehicles
Promotional displays
Office furniture and equipment
Leasehold improvements
i. Intangible assets:
%
3 - 4
10 - 33 (mainly 10%)
15
15 - 50
6 - 33
By the shorter of the term of the lease or the useful life of the 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 are
consumed or otherwise used up, in accordance with ASC 350, "Intangibles - Goodwill and Other." Intangible assets were amortized based on the straight-line method or
acceleration method, at the following weighted average annual rates:
Patents
Technology
Customer relationships
Backlog
F - 19
%
10
12.5-20
10.3-25
100
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
During the years ended December 31, 2015, 2016 and 2017, 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" whenever
events 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 is
measured 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 is
considered 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 2015, 2016 and
2017, the Company did not record any impairment charges attributable to property and equipment.
k.
Goodwill:
Goodwill has been recorded as a result of acquisitions and represents the 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
and Cyber 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.
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
qualitative 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 not
indication of impairment, the 5two-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 the goodwill impairment test. The Company elects to perform an annual impairment test of goodwill as of December 31 of
each year, or more frequently if impairment indicators are present.
F - 20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 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 reporting
unit 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 goodwill
impairment 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. Fair
value is determined using discounted cash flows, based on the income approach, as the Company believes that this approach best approximates the reporting unit's fair
value 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 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 2017 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%. The Company considered historical rates and current market conditions when
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 to record
impairment 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
fair value of its reporting unit.
During the years ended December 31, 2015, 2016 and 2017, the Company did not record any impairment charges relates to the goodwill allocated to the reporting units within
the Products segment.
F - 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 2017 were five years of
projected net cash flows, a weighted average cost of capital rate of 15% and a long-term growth rate of 3%. The Company considered current market conditions when
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 to record
impairment 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
fair value of its reporting unit.
During the years ended December 31, 2015, 2016 and 2017, the Company did not record any impairment charges relates to the goodwill allocated to the Cyber security
reporting unit 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 2017 were five years of projected
net cash flows, a weighted average cost of capital rate of 16.6% and a long-term growth rate of 3%. The Company considered historical rates and current market conditions
when 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 to
record impairment 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
fair value of its reporting unit.
During the years ended December 31, 2016 and 2017, the Company did not record any impairment charges relates to the goodwill allocated to the Video reporting unit within
the Video and Cyber security segment.
F - 22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
l.
Business combinations:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 acquired
over 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) 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 final customer 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 recognized in accordance with ASC 605-35, "Revenue Recognition -Construction-Type and Production-Type Projects," using contract accounting on a
percentage of completion method. Accounting for long-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 completed and 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
by monitoring 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 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 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. 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.
F - 23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 the
extent of progress towards completion, contract revenues and contract costs. In addition, contracts executed include provisions that clearly specify the enforceable rights
regarding 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 in
cases of termination for convenience. In all cases the Company expects to perform its contractual obligations and its customers are expected to satisfy their obligations
under 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 are
recorded as unbilled accounts receivable. The period between most instances of advanced recognition of revenues and the customers' billing generally ranges between one
to 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," when
delivery 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 certain
work 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 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 an arrangement has been obtained, fees are fixed or determinable and collectability is reasonably assured.
The Company generates revenues from the sales of its software products user licenses as well as from maintenance, support, consulting and training services. The
Company grants its product licenses primarily through its distributors, resellers and value added resellers ("VARs"), through its sales representatives and indirectly through
original equipment manufacturers ("OEMs"). The end customers, OEMs, distributors, resellers or VARs, as the case may be, are considered to be end users for the purposes
of revenue 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 are
recognized 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 and
collectability is probable. The Company usually does not grant a right of return to its customers.
F - 24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 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 and telephone access to technical support personnel during the term of the service. The Company recognizes 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 other delivered elements of the arrangement. The Company determined that these services are not considered essential to the functionality of other elements
of 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".
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 the
award 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 vesting
period.
F - 25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU 2016-
09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as
either equity or liabilities, an accounting policy election for forfeitures and classification on the statement of cash flows. For public companies, ASU 2016-09 is effective for
fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company adopted ASU 2016-09 during the first quarter of 2017, at which
time it changed its accounting policy to account for forfeitures as they occur. There was no material impact of the adoption of this standard on the Company’s financial
statements.
During the years ended December 31, 2015, 2016 and 2017, the Company recognized stock-based compensation expenses related to employee stock options in the amounts
of $ 243, $ 258 and $ 144, 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 of
assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. The suboptimal exercise factor is estimated using historical
option exercise information. The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to
exercise 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
the Binomial 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
with an 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
the period 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, 2015 and 2016 (no options were granted in 2017):
Dividend yield
Expected volatility
Risk-free interest
Contractual term
Forfeiture rate
Suboptimal exercise multiple
2015
0%
36.86%-50.05%
0.24%-2.16%
4-7 years
10%
1.41
F - 26
2016
0%
27.72%-46.02%
0.61%-1.59%
5-7 years
10%
1.41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
o. Research and development costs:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 in
the amount of such costs at the time product revenue is recognized in accordance with ASC 450, "Contingencies." Factors that affect the Company's warranty liability
include the number of units, historical and anticipated rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty
liabilities 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
sheets for the years ended December 31, 2016 and 2017:
Warranty provision, beginning of year
Charged to costs and expenses relating to new sales
Costs of warranties granted
Foreign currency translation adjustments
Warranty provision, end of year
q. Net earnings per share:
December 31,
2016
2017
$
$
1,213
452
(456)
(12)
$
1,197
$
1,197
230
(251)
105
1,281
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 is
computed based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential ordinary shares considered outstanding during
the year, 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
earnings per share because such securities are anti-dilutive. The total weighted average number of the Company's ordinary shares related to the outstanding options
excluded from the calculations of diluted earnings per share was 712,391 shares, 559,250 shares and 137,988 shares for the years ended December 31, 2015, 2016 and 2017,
respectively.
F - 27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
r. Concentrations of credit risk:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term and long-term bank
deposits, 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, 2017, $ 38,804 was invested in major Israeli and U.S. banks, and
approximately $ 13,526 was invested in other banks, mainly with the Royal Bank of Canada, BBVA Bankcomer, Deutsche Bank and Natwest Bank. Cash and cash equivalents
in the U.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 organizations
and 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 determined
with 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 Company
may 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, 2017 are as follows:
Balance at the beginning of the year
Doubtful debt expenses during the year
Customers write-offs/collection during the year, net
Exchange rate
Year ended
December 31,
2016
2015
2017
$
$
1,802
749
(185)
(35)
$
2,331
429
(706)
10
$
2,331
$
2,064
$
2,064
299
(957)
151
1,557
As of December 31, 2017, the Company has no significant off-balance sheet concentrations of credit risk, such as foreign exchange contracts or foreign hedging
arrangements.
F - 28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
s. Income taxes:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 and
liability account balances 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 when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to
their estimated realizable value.
The Company adopted an amendment to ASC 740, "Income Taxes". The amendment clarifies the accounting for uncertainties in income taxes by establishing minimum
standards 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 review
all 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 position
meets 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 be
realized upon ultimate settlement or disposition of the underlying issue.
In the years ended December 31, 2015, 2016 and 2017, the Company recorded tax expenses (income) in connection to uncertainties in income taxes of $ 147, $ (230) and $ 245,
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 employees
multiplied 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 of
employment 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. The
value 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 to
Israel'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
entitled to receive certain perquisites from the Company for the rest of his life. As of December 31, 2017, the actuarial value of these perquisites is estimated at approximately
$ 666. This provision was included as part of accrued severance pay.
F - 29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Severance expenses for the years ended December 31, 2015, 2016 and 2017, amounted to approximately $ 245, $ 1,126 and $ 1,095, 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 Minister
dated June 30, 1998, issued in accordance with the said Section 14, mandating that upon termination of such employees' employment, all the amounts accrued in their
insurance 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
risks have 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)
(ii)
(iii)
The carrying amounts of cash and cash equivalents, short-term bank deposits, long-term bank deposits, trade receivables, unbilled accounts receivable, short-term
bank credit and trade payables approximate their fair value due to the short-term maturity of such instruments.
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.
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 and
maturities. As of December 31, 2017, 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, 2015, 2016 and 2017, were $ 122, $ 219 and $ 194, 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 transfer
a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that
market 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
prioritizes the inputs used in the valuation methodologies in measuring fair value:
F - 30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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, 2015, 2016 and 2017, 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 and
display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income generally represents all changes in
shareholders' 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:
Foreign currency translation adjustments
Total accumulated other comprehensive income (loss)
z.
Non-controlling interest
Year ended
December 31,
2016
2015
2017
$
$
(1,850) $
(1,923) $
(1,850) $
(1,923) $
(87)
(87)
The Company established a subsidiary in India subsidiary in 2012, which was 51% owned by the Company and 49% owned by a local partner. The non-controlling interest
relating to the India subsidiary was not material in 2016 and 2017. During 2017, the Company entered to Share Purchase Agreement with the local partner, according to
which, the Company acquired the 49% interest from the local partner for total consideration of approximately $ 100. As of December 31, the Company owns 100% of the India
subsidiary.
F - 31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
aa.
Impact of recently issued accounting standards:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
In May 2014, the FASB issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the new guidance is
that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. The ASU is effective for the Company in 2018 using either of two methods: (i) retrospective application of
ASU 2014-09 to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective application of
ASU 2014-09 with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined
per ASU 2014-09 ("Modified Retrospective Adoption Transition Method").
The Company established an implementation team to analyze the potential impact the standard will have on its consolidated financial statements and related disclosures as
well as its business processes, systems and controls. This includes reviewing revenue contracts across all revenue streams and evaluating potential differences that would
result from applying the requirements under the standard. The Company will adopt the new standard on January 1, 2018 using the Modified Retrospective Adoption
Transition Method with cumulative effect of applying the new guidance recognized as an adjustment to the opening retained earnings balance.
The Company completed its evaluation of the Standard and expects a change relating to allocating the transaction price to separate performance obligations. Under current
GAAP the Company used the residual approach to allocate the transaction price between software and maintenance and support elements. The standard requires an entity
to estimate the standalone selling price for each performance obligation and allocate the transaction price to each performance obligation on a relative standalone selling
price basis with limited exceptions. When the good or service is sold at highly variable amounts the standalone selling price may be determined by the residual approach.
The standard states that the residual approach can only be applied to contracts with multiple promised goods or services when the selling price of one or more goods or
services is unknown.
In addition, the Standard requires the deferral and amortization of “incremental” costs incurred to obtain a contract. The primary contract acquisition cost for the Company
are sales commissions. If the amortization period of those costs are one year or less, the costs are expensed as incurred, which is a practical expedient manner permitted
under the new guidance. Under current GAAP, the Company expenses sales commissions as incurred while under the Standard such costs will be classified as a contract
asset and amortized over a period that approximates the timing of revenue recognition on the underlying contracts. Upon initial application, the Company will record in the
opening balance as of January 1, 2018, short term and long term assets, a decrease in deferred revenues and a cumulative effect to accumulated deficit, in immaterial
amounts.
F - 32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). The new guidance requires lessees to recognize assets and liabilities on the balance
sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 also will require disclosures designed to give financial statement
users information on the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual reporting periods beginning after December
15, 2018 including interim periods within those fiscal years, but early adoption is permitted. The ASU requires a modified retrospective transition approach and provides
certain optional transition relief.
The Company is currently evaluating when it will adopt this new standard and the expected impact on its consolidated financial statements and related disclosures.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). This
new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs or other debt instruments
with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business
combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity
method investees and beneficial interests in securitization transactions. This new standard also clarifies that an entity should determine each separately identifiable source
of use within the cash receipts and payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of
more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant
source or use of cash flows for the item. ASU 2016-15 will generally be applied retrospectively and is effective for annual periods beginning after December 15, 2017. The
Company does not expect that this new guidance will have a material impact on its consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"), which requires companies to include amounts
generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts
shown on the statement of cash flows. ASU 2016-18 will be effective for the Company in the first quarter of 2018 and early adoption is permitted. The Company does not
expect that this new guidance will have a material impact on its consolidated financial statements.
F - 33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment ("ASU 2017-04"). ASU
2017-04 eliminates Step 2 of the goodwill impairment test, which requires the calculation of the implied fair value of goodwill by assigning the fair value of a reporting unit to
all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity will compare the fair value of a reporting unit with its
carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. ASU 2017-04 is effective for annual
or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently evaluating the expected impact of the standard on its
consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expands the
activities that qualify for hedge accounting and simplifies the rules for reporting hedging transactions. The standard is effective for the Company beginning January 1, 2019.
Early adoption is permitted. The Company is currently evaluating the expected impact of the standard on its consolidated financial statements.
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 a
more 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 be
difficult to apply, stakeholders indicated that analyzing transactions is inefficient and costly and that the definition does not permit the use of reasonable judgment. The
amendments provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The amendments in
this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company is currently evaluating the
impact of adopting this new guidance on its consolidated financial statements, but it is not expected to have a material impact.
F - 34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 3:-
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
Prepaid expenses
Government authorities
Advances to suppliers
Employees
Others
NOTE 4:-
INVENTORIES
Raw materials
Work in progress
Finished products
NOTE 5:-
PROPERTY AND EQUIPMENT, NET
a. Composition:
Cost:
Land and buildings
Machinery and equipment
Motor vehicles
Promotional displays
Office furniture and equipment
Leasehold improvements
Accumulated depreciation:
Buildings
Machinery and equipment
Motor vehicles
Promotional displays
Office furniture and equipment
Leasehold improvements
Property and equipment, net
b.
Depreciation expenses amounted to $ 983, $ 954 and $ 960 for the years ended December 31, 2015, 2016 and 2017, respectively.
F - 35
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
December 31,
2016
2017
$
$
1,087
325
1,050
25
264
$
2,751
$
December 31,
2016
2017
$
$
983
772
5,063
$
6,818
$
December 31,
2016
2017
$
$
6,629
2,725
1,664
526
4,166
722
1,495
730
359
63
203
2,850
2,346
1,378
5,872
9,596
7,311
3,129
1,958
600
4,619
906
16,432
18,523
3,742
2,745
959
382
2,784
519
4,283
2,446
1,165
453
3,861
597
11,131
12,805
$
5,301
$
5,718
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 6:-
INTANGIBLE ASSETS, NET
a.
Composition:
Cost:
Know-how and patents
Technology
Customer relationships
Backlog
Accumulated amortization:
Know-how and patents
Technology
Customer relationships
Backlog
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
December 31,
2016
2017
$
$
4,175
5,444
1,425
712
4,525
5,766
1,521
746
11,756
12,558
4,125
1,337
649
712
6,823
4,478
2,154
877
746
8,255
4,303
Intangible assets , net
$
4,933
$
b.
c.
Amortization expenses related to intangible assets, not including the impairment of technology and customer relationships amounted to $ 520, $ 786 and $ 916 for the years
ended December 31, 2015, 2016 and 2017, respectively.
Estimated amortization of intangible assets for the years ended:
December 31,
2018
2019
2020
2021
2022
2023 and thereafter
$
914
857
823
796
669
244
$
4,303
F - 36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 7:-
GOODWILL
Goodwill relates to Products segment and Video and Cyber security segment.
Changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2017 are as follows:
As of January 1, 2016
Acquisition of Aimetis
Foreign currency translation adjustments
As of December 31, 2016
Foreign currency translation adjustments
As of December 31, 2017
NOTE 8:-
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Employees and payroll accruals
Accrued expenses
Deferred revenues
Government authorities
Income tax payable and tax provision
Others
F - 37
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Products
Video and Cyber
security
Total
$
3,310
$
940
$
-
(5)
3,305
165
7,859
(254)
8,545
677
4,250
7,859
(259)
11,850
842
$
3,470
$
9,222
$
12,692
December 31,
2016
2017
$
$
3,167
5,691
1,273
103
1,150
262
3,082
6,100
2,163
1,427
951
61
$
11,646
$
13,784
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 9:-
COMMITMENTS AND CONTINGENT LIABILITIES
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
a.
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 Authority
and 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
developed with funds provided by the Innovation Authority and ancillary services, up to an amount equal to 100% of the Innovation Authority research and development
grants received, 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 pay these 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
subsidiary received grants amounted to $ 118 and $ 134, respectively, from the Innovation Authority. Following the cancelation of 2015 project, the Company's Israeli
subsidiary returned the $ 134 advance grant received in 2015. The Company did not receive any grants from the Innovation Authority in 2016 and 2017.
Royalties paid to the Innovation Authority amounted to $ 42, $ 17 and $ 33 for the years ended December 31, 2015, 2016 and 2017, respectively, which were recorded in cost
of revenues. As of December 31, 2017, the Company and its Israeli subsidiary had remaining contingent obligations to pay royalties in the amount of approximately $ 1,731.
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, the
Company agreed to pay the third party royalty fees based on a defined formula. As of December 31, 2017, 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 in
2028.
Future minimum lease payments under non-cancelable operating lease agreements are as follows:
2018
2019
2020
2021
2022
2023 and there after
$
1,061
794
538
470
477
2,167
$
5,507
Total rent expenses for the years ended December 31, 2015, 2016 and 2017 were approximately $ 1,176, $ 1,121 and $ 1,055, respectively.
F - 38
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 9:-
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
d.
Guarantees:
As of December 31, 2017 and 2016, the Company had credit lines of approximately $ 17,442 and $ 17,744, out of which $ 6,364 and $ 3,333 were utilized for bank performance
guarantees 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
ratio of total liabilities to tangible net worth of not greater than 0.75:1. As of December 31, 2017, the Canadian subsidiary was in a technical default of its covenant. After the
balance sheet date, the bank waived the default and has agreed that such default has been remediated.
f.
Restricted deposits:
As of December 31, 2017 the Company’s restricted deposits relate mainly to our project for the protection of critical energy infrastructure in the Americas and to several
other projects, in order to guarantee the Company's performance under those projects. In connection with a project for the protection of critical energy infrastructure in the
Americas, the Company was required to maintain restricted deposits in order to guarantee the Company’s performance under that project in the amount of $2,640. The
deposits for the project bear an average annual interest at rate of approximately 7% and will be released to the Company after meeting predetermined milestones.
g.
Legal proceedings:
The Company is subject to legal proceedings arising in the normal course of business. Based on the advice of legal counsel, management believes that these proceedings
will not have a material adverse effect on the Company's financial position or results of operations.
NOTE 10:-
SHAREHOLDERS' EQUITY
a.
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 and
vote in the general meetings of the Company and the right to receive dividends, if declared.
b.
Issued and outstanding share capital: 22,894,348 Ordinary shares at December 31, 2016 and 23,032,448 Ordinary shares at December 31, 2017.
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 received
approximately $ 23,617, net in consideration of the sale. Total expenses related to the rights offering were approximately $201.
F - 39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 10:-
SHAREHOLDERS' EQUITY (Cont.)
c.
Stock Option Plan:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 be
periodically granted to employees, directors, officers and consultants of the Company or its subsidiaries in accordance with the decision of the Board of Directors of the
Company (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 the
2003 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 of
Ordinary 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 October
2018. Any options that are cancelled or forfeited before expiration become available for future grant.
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 to
employees, officers, directors and consultants of the Company and its subsidiaries. The ordinary shares that remain available for futures option grants under the 2003 Plan
as 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 or
relinquishment 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. In
June 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, 2017, 723,359 Ordinary shares were available for future option grants.
F - 40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 10:-
SHAREHOLDERS' EQUITY (Cont.)
A summary of employee option activity under the Company's stock option plans as of December 31, 2017 and changes during the year ended December 31, 2017 are as
follows:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Outstanding at January 1, 2017
Exercised
Forfeited
Outstanding at December 31, 2017
Exercisable at December 31, 2017
Number of
options
Weighted-
average exercise
price
Weighted-
average
remaining
contractual life
(in months)
Aggregate
intrinsic
value
(in thousands)
592,576
(78,100)
(101,500)
412,976
99,643
4.6
4.2
4.85
4.616
4.49
52.1
44.21
29.47
277
183
57
The weighted-average grant-date fair value of options granted during the years ended December 31, 2015 and 2016 were $ 1.56 and $ 1.53, respectively. No options were
granted in 2017. The aggregate 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 fourth quarter of fiscal 2017 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, 2015, 2016 and 2017 were approximately $162, $ 300 and $ 174.
As of December 31, 2017, there was approximately $ 160 of unrecognized compensation costs related to non-vested share-based compensation arrangements granted under
the Company's stock option plans. This cost is expected to be recognized over a period of up to 2.75 years.
F - 41
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 10:-
SHAREHOLDERS' EQUITY (Cont.)
The options outstanding as of December 31, 2017 are follows:
Number of options outstanding
as of
December 31, 2017
Exercise
price
54,000
139,476
24,000
156,500
39,000
412,976
d.
Warrants:
Weighted average remaining
contractual life
(In months)
Number of options exercisable
as of
December 31,
2017
5.0
4.96
4.4
4.15
4.86
50.89
39.37
41.22
43.77
55.94
44.21
-
39,476
8,000
52,167
-
99,643
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 shares
at 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% became
exercisable 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 Company
recognized the $ 1,500 as part of its additional paid-in capital. The Company granted registration rights to the recipients of the warrants. During 2017, 60,000 warrants were
exercised.
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 at
the date of payment. The Company has determined that it will not distribute dividends out of tax-exempt profits.
F - 42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 11:-
BASIC AND DILUTED NET EARNINGS PER SHARE
Numerator:
Income (loss) attributable to Magal shareholders'
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Year ended
December 31,
2016
2017
2015
$
3,141
$
1,029
$
(6,914)
Denominator:
Denominator for basic net earnings (loss) per share weighted-average number of shares outstanding
Effect of diluting securities:
Employee stock options
16,347,948
17,999,779
22,989,009
62,763
31,654
-
Denominator for diluted net earnings (loss) per share - adjusted weighted average shares and assumed exercises
16, 410,711
18,031,433
22,989,009
NOTE 12:-
TAXES ON INCOME
a.
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 starting
2008 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 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, the cancellation of the inflationary additions and deductions and the additional deduction for depreciation (in respect of
depreciable assets purchased after the 2007 tax year).
F - 43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:-
TAXES ON INCOME (Cont.)
The Law for the Encouragement of Capital Investments, 1959:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 their
enterprises, as implied by this Law. The principal benefits by virtue of the Law are:
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 taxable
income 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 of
plant 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 taxable
income 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 on
December 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"), which
prescribes, 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 privileged
company 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
year and 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%)
and in 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 - 44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:-
TAXES ON INCOME (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 of Amendment 71 to the Law for the Encouragement of Capital Investments ("the Amendment"). According to the Amendment, the tax rate on preferred income
form 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 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 to the 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 a tax 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 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 intellectual
property (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, 2017 definitive criteria to determine the tax benefits had not yet been established, it cannot be concluded that the legislation in respect of
technological enterprises 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 the computation of deferred taxes as of December 31, 2017.
F - 45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:-
TAXES ON INCOME (Cont.)
Accelerated depreciation:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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 first
year 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 is
entitled to claim a deduction of accelerated depreciation on equipment used in industrial activities, as determined in the regulations issued under the Inflationary Law. The
Company 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 deduct
issuance 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 2015, 25% in 2016 and 24% in 2017.
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), 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") was
enacted. The Law includes, among others, provisions for the taxation of revaluation gains effective from August 1, 2013. The provisions regarding revaluation gains
will become effective only after the publication of regulations defining what should be considered as "retained earnings not subject to corporate tax" and regulations
that set forth provisions for avoiding double taxation of foreign assets. As of the date of approval of these financial statements, these regulations have not been
published.
F - 46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:-
TAXES ON INCOME (Cont.)
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
These changes include, among others, increasing the corporate tax rate from 25% to 26.5%, cancelling the reduction in the tax rates applicable to privileged
enterprises (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 the
Encouragement of Capital Investments to 20% effective from January 1, 2014.
2.
3.
The tax rates of the Company's non-Israeli subsidiaries range between 16%-40%.
Tax Reform in U.S.:
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%,
effective January 1, 2018.
At December 31, 2017, the Company has made reasonable estimates of the effects on the existing deferred tax balances for which provisional amounts have been
recorded. The Company re-measured certain of its U.S. deferred tax assets and liabilities, based on the rates at which they are expected to reverse in the future. The
estimated tax expense recorded related to the re-measurement of the deferred tax balance was $ 377.
The aforesaid provisional amounts are based on the Company’s initial analysis of the Act as of December 31, 2017. Given the significant complexity of the Act,
anticipated guidance from the U.S. Treasury about implementing the Act, the potential for additional guidance from the Securities and Exchange Commission or the
Financial Accounting Standards Board related to the Act, as well as additional analysis and revisions to be conducted by the Company, these estimates may be
adjusted during 2018.
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
has determined that the Company will not distribute any amounts of its undistributed earnings as dividends. The Company intends to reinvest these earnings indefinitely in
its foreign subsidiaries. Accordingly, no deferred income taxes have been provided. If these earnings were distributed to Israel in the form of dividends or otherwise, the
Company would be subject to additional Israeli income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.
F - 47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:-
TAXES ON INCOME (Cont.)
d.
Tax assessments:
Final tax assessments:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
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. The
subsidiary in Latin America received final tax assessments for the 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 the
range between 2007-2011 tax years.
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:
Year ended
December 31,
2016
2015
2017
Income (loss) before taxes as reported in the statements of operations
$
5,031
$
904
$
(5,205)
Tax rate
Theoretical tax
Increase (decrease) in taxes:
Non-deductible items
Losses and other items for which a valuation allowance was provided
Realization of carryforward tax losses for which valuation allowance was provided
Changes in valuation allowance
Tax rate differences in subsidiaries
Adjustment of deferred tax balances following a changes in tax rates
Provision for uncertain tax positions
Taxes in respect of prior years
Tax withheld against which valuation allowance was provided this year
Investment tax credit
Other
26.5%
25%
24%
$
1,333
$
226
$
(1,249)
211
579
(587)
(567)
276
147
7
671
(158)
11
249
977
(541)
(1,602)
236
(230)
79
602
(220)
102
185
1,769
(28)
-
(71)
410
245
21
638
(178)
(47)
Taxes on income (tax benefit) in the statements of operations
$
1,923
$
(122) $
1,695
F - 48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:-
TAXES ON INCOME (Cont.)
f.
Taxes on income (tax benefit) included in the statements of operations:
Current
Deferred
Domestic
Foreign
g.
Deferred income taxes:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Year ended
December 31,
2016
2015
2017
$
$
$
$
1,979
$
(56)
$
1,485
(1,607)
1,923
$
(122) $
$
966
957
$
407
(529)
2,162
(467)
1,695
893
802
1,923
$
(122) $
1,695
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:
Deferred tax assets:
Operating loss carry forwards
Reserves and tax allowances
Total deferred taxes before valuation allowance
Valuation allowance
Deferred tax assets, net:
Deferred tax liabilities:
Net deferred tax assets
Foreign
F - 49
December 31,
2016
2017
$
$
4,781
2,936
7,717
(5,603)
2,114
167
$
$
1,947
$
1,947
$
5,158
4,052
9,210
(6,631)
2,579
190
2,389
2,389
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:-
TAXES ON INCOME (Cont.)
h.
The domestic and foreign components of income (loss) before taxes are as follows:
Domestic
Foreign
i. Net operating carry forward tax losses:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Year ended
December 31,
2016
2015
2017
$
$
(1,484) $
6,515
(1,482) $
2,386
(1,605)
(3,600)
5,031
$
904
$
(5,205)
The Company has estimated total available carry forward tax losses of $ 5,861 to offset against future taxable income. As of December 31, 2017, the Company recorded a full
valuation 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.
The Parent Company's subsidiaries have estimated total available carry forward tax losses of $ 16,307, which may be used to offset against future taxable income, for periods
ranging between 1 to 20 years. As of December 31, 2017, the Parent Company recorded a partial valuation allowance for its subsidiaries' carry forward 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 in ownership" 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.
F - 50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:-
TAXES ON INCOME (Cont.)
j.
Uncertain tax positions:
As of December 31, 2016 and 2017, balances in respect to ASC 740, "Income Taxes" amounted to $ 663 and $ 908, respectively.
A reconciliation of the beginning and ending amount of unrecognized tax positions is as follows:
Balance at the beginning of the year
Additions based on tax positions taken related to the current year
Reductions related to settlement of tax matters and limitation
Balance at the end of the year
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
December 31,
2016
2017
$
893
$
45
(275)
$
663
$
663
245
-
908
Substantially all the balance of unrecognized tax benefits, if recognized, would reduce the Company's annual effective tax rate
NOTE 13:-
BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The 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 such
position; 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 - 51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 14:-
SEGMENT INFORMATION
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
The Company adopted ASC 280, "Segment Reporting." As of December 31, 2017, the Company operates in three operational segments, as follows:
ö
ö
ö
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 active
management of network video systems, video analytics, as well as wired, wireless, and fiber optic communication networks. Prior to 2016, this segment consisted of one
reporting unit, the Cyber security unit.
a.
The following data present the revenues, expenditures, assets and other operating data of the Company's operating segments:
Revenues
Depreciation and amortization
Operating income (loss), before financial expenses and taxes on
income
Financial income, net
Taxes on income
Net income
Revenues
Depreciation and amortization
Operating income (loss), before financial expenses and taxes on
income
Financial expenses, net
Tax benefits, net
Net income
$
$
$
$
$
$
Products
Projects
Year ended
December 31, 2015
Cyber security
Eliminations
Total
30,761
$
34,128
$
1,596
$
(2,749) $
63,736
787
$
602
$
114
$
-
$
1,503
6,023
$
1,095
$
(1,684) $
(1,045) $
4,389
642
(1,923)
$
3,108
Products
Projects
Year ended
December 31, 2016
Video and Cyber
security
Eliminations
Total
32,372
$
31,823
$
5,626
$
(1,996) $
67,825
632
$
512
$
596
$
-
$
1,740
5,799
$
(163) $
(3,383) $
(758) $
F - 52
$
1,495
(591)
122
1,026
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 14:-
SEGMENT INFORMATION (Cont.)
Revenues
Depreciation and amortization
Operating income (loss), before financial expenses and taxes on
income
Financial expenses, net
Taxes on income
Net loss
$
$
$
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Products
Projects
Year ended
December 31, 2017
Video and Cyber
security
Eliminations
Total
22,301
$
34,742
$
8,350
$
(1,101) $
64,292
614
$
498
$
764
$
-
$
1,876
242
$
1,762
$
(2,830) $
(418) $
(1,244)
(3,961)
(1,695)
$
(6,900)
Year ended
December 31, 2016
Products
Projects
Video and Cyber
security
Total
Total long-lived assets
$
6,346
$
3,198
$
12,540
$
22,084
Year ended
December 31, 2017
Products
Projects
Video and Cyber
security
Total
Total long-lived assets
$
6,374
$
3,460
$
12,879
$
22,713
Long-lived assets include property and equipment, net, intangible assets, net and goodwill.
b. Major customer data (percentage of total revenues):
Customer A
Customer B
F - 53
Year ended
December 31,
2016
2015
2017
13.3%
18.1%
8.6%
11.9%
10.2%
14.6%
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.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:
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
1. Revenues:
Israel
Europe
North America
South and Latin America
Africa
Others
2. Long-lived assets:
Israel
Europe
USA
Canada
Others
Long-lived assets include property and equipment, net, intangible assets, net and goodwill.
F - 54
Year ended
December 31,
2016
2015
2017
$
$
12,406
7,891
17,749
13,443
6,611
5,636
$
8,727
8,330
23,467
10,364
7,585
9,352
9,599
11,232
15,547
13,152
9,370
5,392
$
63,736
$
67,825
$
64,292
December 31,
2016
2017
$
$
3,554
923
2,860
14,081
666
3,996
1,030
2,612
14,404
671
$
22,084
$
22,713
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 15:-
SELECTED STATEMENTS OF INCOME DATA
Financial expenses:
Financial expenses:
Interest on short-term and long-term bank credit and bank charges and long-term debt
Realization of foreign currency translation adjustments
Foreign exchange loss, net
Financial income:
Interest on short-term and long-term bank deposits
Foreign exchange gains, net
MAGAL SECURITY SYSTEMS LTD.
AND ITS SUBSIDIARIES
Year ended
December 31,
2016
2017
2015
$
(381) $
-
-
(299) $
-
(595)
(381)
(894)
54
969
1,023
303
-
303
(349)
(64)
(4,010)
(4,423)
462
-
462
Financial income (expenses), net
$
642
$
(591) $
(3,961)
NOTE 16:-
EVENTS AFTER THE REPORTING DATE
In February 2018, the Company signed an agreement to acquire a 55% controlling interest in ESC BAZ Ltd., an Israeli-based company, focused on the development and
manufacturing of military-grade smart security video observation and surveillance systems. The closing of the acquisition is subject to customary closing conditions and is
scheduled to be completed in the second quarter of 2018.
F - 55
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 annual
SIGNATURE
report on its behalf.
Date: March 28, 2018
MAGAL SECURITY SYSTEMS LTD.
By: /s/ Saar Koursh
Name: Saar Koursh
Title: Chief Executive Officer
94
Below is a listing of Magal Security Systems Ltd.’s wholly-owned significant subsidiaries:
SUBSIDIARIES OF MAGAL SECURITY SYSTEMS LTD.
Subsidiary Name
Senstar Inc.
Senstar Latin America, S.A. DE C.V
Senstar Corp.
Country/State of
Incorporation/Organization
United States (Delaware)
Mexico
Canada
Exhibit 8.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
Exhibit 12.1
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 the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer 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)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit
committee of the company’s board of directors (or persons performing the equivalent function):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
company’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 28, 2018
/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.
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
Exhibit 12.2
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 the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer 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)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit
committee of the company’s board of directors (or persons performing the equivalent function):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
company’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 28, 2018
/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.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 13.1
In connection with the Annual Report of Magal Security Systems Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2017 as filed with the Securities and Exchange
Commission 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-Oxley
Act 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 Koursh
Chief Executive Officer
Date: March 28, 2018
* 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 Section
18 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
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 13.2
In connection with the Annual Report of Magal Security Systems Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2017 as filed with the Securities and Exchange
Commission 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-
Oxley Act 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 Vinokur
Chief Financial Officer
Date: March 28, 2018
* 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 Section
18 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
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 15.1
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-3 (File No. 333-217063) and to the
incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-127340, 333-164696, 333-174127 and 333-190469) of our report dated March 28, 2018 with respect to the
consolidated financial statements of Magal Security Systems Ltd. included in this Annual Report on Form 20-F for the year ended December 31, 2017 filed with the Securities and Exchange
Commission.
Tel-Aviv, Israel
March 28, 2018
/s/ Kost Forer Gabbay & Kasierer
KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 15.2
We consent to the incorporation by reference in the Registration Statements on Form F-3 (File No. 333-217063) and to the incorporation by reference in the Registration Statements on Form S-8
(File Nos. 333-127340, 333-164696, 333-174127 and 333-190469) of our report dated March 28, 2018 with respect to the financial statements of Senstar Latin America, S.A. de C.V. included in this
Annual Report on Form 20-F of Magal Security Systems Ltd. for the year ended December 31, 2017 filed with the Securities and Exchange Commission.
Mexico City, Mexico
March 28, 2018
/s/ Sallas, Sainz – Grant Thornton, S.C.
SALLAS, SAINZ – GRANT THORNTON, S.C.
A Member of Grant Thornton International Ltd.