UNITED STATES
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, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 0-19415
MAGIC SOFTWARE ENTERPRISES LTD.
(Exact name of Registrant as specified in its charter
and translation of Registrant’s name into English)
Israel
(Jurisdiction of incorporation or organization)
Yahadut Canada 1 Street, Or Yehuda 6037501, Israel
(Address of principal executive offices)
Asaf Berenstin; +972 (3) 538 9243; asafb@magicsoftware.com
Yahadut Canada 1 Street, Or Yehuda 6037501, Israel
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Ordinary Shares, NIS 0.1 Par Value
Trading Symbol(s)
MGIC
Name of each exchange on which registered
Nasdaq Global Select 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:
As of December 31, 2022, the Registrant had 49,093,055 Ordinary Shares, par value NIS 0.1 per share, outstanding
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.
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 ☒
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Yes ☒ No ☐
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 the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ U.S. GAAP
☒ International Financial Reporting Standards as issued
by the International Accounting Standards Board
☐ Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow.
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).
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. 333-113552, 333-
132221 and 333-149553.
Yes ☐ No ☒
INTRODUCTION
Our legal and commercial name is Magic Software Enterprises Ltd., and we were organized and registered in Israel on February 10, 1983 and began
operations in 1986. We are a global provider of: (i) software services and Information Technologies (“IT”) outsourcing software services; (ii)
proprietary application development and business process integration platforms; (iii) selected packaged vertical software solutions, as well as (iv)
cloud based services for end to end digital transformation.
Our software technology is used by customers to develop, deploy and integrate on-premise, mobile and cloud-based business applications quickly
and cost effectively. In addition, our technology enables enterprises to accelerate the process of delivering business solutions that meet current and
future needs and allow customers to dramatically improve their business performance and return on investment.
As part of our software services and IT outsourcing services, we offer an extensive portfolio of professional services in the areas of infrastructure
design and delivery, application development, technology consulting planning and implementation services, integration projects, project
management, software testing and quality assurance, engineering consulting (including supervision of engineering projects), support services, cloud,
cyber, digital, data and DevOps, all according to the specific needs of the customer, and in accordance with the professional expertise required in
each case with the goal to create significant value for our clients in managing, streamlining, accelerating and helping their businesses thrive.
In addition, we offer a variety of proprietary comprehensive packaged software solutions through certain of our subsidiaries for (i) enterprise-wide
and fully integrated medical platform (“Clicks”), specializing in the design and management of patient-file oriented software solutions for managed
care and large-scale health care providers. This platform aims to allow providers to securely access an individual’s electronic health record at the
point of care, and it organizes and proactively delivers information with potentially real time feedback to meet the specific needs of physicians,
nurses, laboratory technicians, pharmacists, front and back-office professionals and consumers; (ii) enterprise management system for both hubs and
traditional air cargo ground handling operations from physical handling and cargo documentation through customs, seamless electronic data
interchange, or EDI communications, dangerous goods, special handling, track and trace, security to billing (“Hermes”); (iii) enterprise human
capital management, or HCM, solutions, to facilitate the collection, analysis and interpretation of quality data about people, their jobs and their
performance, to enhance HCM decision making (“HR Pulse”); (iv) revenue management and monetization solutions in mobile, wireline, broadband
and mobile virtual network operator/enabler, or MVNO/E (“Leap”); (v) comprehensive system for managing broadcast channels in the area of TV
broadcast management through cloud-based on-demand service or on-premise solutions; (vi) comprehensive solution for sales and distribution field
activities, such as order taking, route accounting, trade marketing, retail execution, proof of deliveries and B2B E-commerce (“Mobisale”); and (vii)
comprehensive solution for efficient management of all types of rehabilitation centers (“Nativ”). Selected by many of the largest rehabilitation and
treatment centers in Israel, Nativ serves as a comprehensive solution, the largest and most specialized and equipped system in Israel, with all the
capabilities required for operating all aspects of organizations engaged in rehabilitation and treatment. Nativ enables control of all levels of
rehabilitation bodies, including monitoring detailed rehabilitation plans, finance, collection, account management, recruitment, working hours, asset
management, employment, medical files and management of large organization.
Based on our technological capabilities and our specialists, our software solutions and software services enable our clients to respond to rapidly
evolving market needs and regulatory changes, while improving the efficiency of their core operations. We have approximately 4,161 employees,
who serve our clients at any given time and whose skills and specialization are a significant source of competitive differentiation. We operate through
a network of over 3,000 independent software vendors, or ISVs, who we refer to as Magic Software Providers, or MSPs, and hundreds of system
integrators, distributors, resellers, and consulting and OEM partners. Thousands of enterprises in approximately 50 countries use our products and
services.
Our application development and business process integration platforms consist of:
● Magic xpa – a proprietary low-code application platform for developing and deploying business applications.
● AppBuilder – a proprietary low-code application platform for building, deploying, and maintaining high-end, mainframe-grade business
applications.
● Magic xpi – a proprietary low-code platform for on premises application integration.
● Magic xpi cloud native – a configuration based on Kubernetes focuses on scalability, security and resilience.
i
● FactoryEye – a cloud-based pre-packaged but flexible end-to-end data management platform for manufacturers enabling smooth migration
to Industry 4.0 smart factories. Real-time factory floor visibility and optimization is provided as part of the end-to-end visibility to maximize
production performance and ongoing improvement.
● Magic Data Management and Analytics Platform– a cloud-based pre-packaged but flexible end-to-end data management platform for all
verticals enabling smooth digital transformation and full organizational business intelligence
● Magic SmartUX – a proprietary low-code enterprise mobile development application platform for citizen to professional developers to
rapidly design, build, analyze, and run cross-platform mobile business applications.
Our vertical packaged software solutions include:
● Clicks™ – a proprietary comprehensive core software solution for medical record information management system, used in the design and
management of patient-files for managed care and large-scale healthcare providers. The platform is connected to each provider’s clinical,
administrative and financial data base system, residing at the provider’s central computer, and allows immediate analysis of complex data
with potentially real-time feedback to meet the specific needs of physicians, nurses, laboratory technicians, pharmacists, front- and back-
office professionals and consumers.
● Leap™ – a proprietary comprehensive core software solution for Business Support Systems, or BSS, including convergent charging,
billing, customer management, policy control, mobile money and payment software solutions for the telecommunications, content, Machine
to Machine/Internet of Things or M2M/IoT, payment and other industries.
● Hermes Cargo – Hermes Air Cargo Management System is a proprietary, state-of-the-art, packaged software solution for managing air
cargo ground handling. Our Hermes Solution covers all aspects of cargo handling, from physical handling and cargo documentation through
customs, seamless EDI communications, dangerous goods and special handling, tracking and tracing, security and billing. Customers benefit
through faster processing and more accurate billing, reporting and ultimately enhanced revenue. the system also features the Hermes
Business Intelligence (HBI) solution, adding unprecedented data analysis capabilities and management-decision support tools. The Hermes
Solution is delivered on a licensed or fully hosted basis.
● HR Pulse – A customizable single-tenant SaaS tool that helps organizations to monitor employee performance, progress and potential
through a menu of templates that can create new HCM solutions, complement existing processes, and/or integrate with legacy HR systems
already in use by organizations.
● MBS Solution – a proprietary comprehensive core system for TV broadcast management for use in managing broadcast channels.
● Nativ – a proprietary comprehensive core system for management of rehabilitation centers
● Mobisale – a proprietary comprehensive core system for sales and distribution field activities for consumer goods manufacturers and
wholesalers
Our software solutions and software services enable our clients to improve their business performance and return on investment by supporting cost-
effective and rapid delivery integration of business applications, systems and databases. Using our platforms and our specialists, enterprises and
MSPs can achieve fast time-to-market by rapidly building integrated solutions and deploy them in multiple environments while leveraging existing
IT resources. In addition, our software solutions are scalable and platform-agnostic, enabling our clients to build software applications by specifying
their business logic requirements in a high-level language rather than in computer code, and to benefit from seamless platform upgrades and cross-
platform functionality without the need to re-write their applications. Our platforms also support the development of mobile applications that can be
deployed on a variety of mobile devices, and in a cloud environment. In addition, we continuously evolve our platforms to include the latest
technologies to meet the demands of our customers and the markets in which they operate.
We sell our platforms and our services globally through a broad channel network, including our own direct sales representatives and offices,
independent country distributors, MSPs that use our technology to develop and sell solutions to their customers, and system integrators. We also offer
software maintenance, support, training and consulting services to supplement with our products, thus aiding in the successful implementation of
Magic xpa, AppBuilder, Magic xpi, Magic Data Management and Analytics Platform, Magic Smart UX and FactoryEye projects, and assuring
successful operation of the platforms once installed.
ii
In addition, we provide on an increasingly global basis a broad range of advanced software professional services and IT outsourcing services in the
areas of in the areas of infrastructure design and delivery, application development, technology consulting planning and implementation services,
support services, DevOps (Development & Operations), Mobile, Big Data and Analytical BI, M/F, cloud computing for deployment of highly
available and massively-scalable applications and APIs and supplemental IT outsourcing services to a wide variety of companies, including Fortune
1000 companies, all in accordance with the professional expertise required in each case with our goal to create significant value for our clients in
managing, streamlining, accelerating and helping their businesses thrive. We have extensive and proven experience with virtually all types of telecom
infrastructure technologies in wireless and wire-line as well as in the areas of infrastructure design and delivery, application development, project
management, technology planning and implementation services.
We have substantial experience in end-to-end development of tailored high-end software solutions, beginning with collection and analysis of system
requirements, continuing with architecture specifications and setup, to software implementation, component integration and testing. From concept to
implementation, from application of the ideas of startups requiring the early development of an application or a device, to somewhat larger, more
established enterprises, vendors or system houses who need our team of experts to take full responsibility for the development of their systems and
products. With our ability to draw on our pool of resources, comprised of hundreds of highly trained, skilled, educated and flexible engineers, we
adhere to timelines and budget and work in full transparency with our customers every step of the way to create a tailor-made and cost-effective
solution to answer our customers’ unique needs.
Our consolidated financial statements appearing in this annual report are prepared in U.S. dollars and in accordance with International Financial
Reporting Standards, or IFRS.
We have obtained trademark registrations for SmartUX® in the United States and for Magic® in the United States, Canada, Israel, the Netherlands
(Benelux), Switzerland, Thailand and the United Kingdom. All other trademarks and trade names appearing in this annual report are owned by their
respective holders.
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 previous filling with the SEC, you may read the document itself for a complete recitation of its terms.
Definitions
In this annual report, unless the context otherwise requires:
● References to “Magic Software” the “Company,” the “Registrant,” “our company,” “us,” “we” and “our” refer to Magic Software
Enterprises Ltd. and its consolidated subsidiaries;
● References to “our shares,” “Ordinary Shares” and similar expressions refer to Magic’s Ordinary Shares, par value NIS 0. 1 per share;
● References to “dollars”, “U.S. dollars”, “U.S. $” and “$” are to United States Dollars;
● References to “Euro” or “€” are to the Euro, the official currency of the Eurozone in the European Union;
● References to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency;
● References to the “Articles” are to our Amended Articles of Association, as currently in effect;
● References to the “Securities Act” are to the Securities Act of 1933, as amended;
● References to the “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
● References to “Nasdaq” are to the Nasdaq Stock Market;
● References to the “TASE” are to the Tel Aviv Stock Exchange; and
● References to the “SEC” are to the United States Securities and Exchange Commission.
iii
Cautionary Note Regarding Forward-Looking Statements
Certain matters discussed in this annual report are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E
of the Exchange Act and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our beliefs,
assumptions and expectations, as well as information currently available to us. Such forward-looking statements may be identified by the use of the
words “anticipate,” “believe,” “estimate,” “expect,” “may,” “will,” “plan” and similar expressions. Such statements reflect our current views with
respect to future events and are subject to certain risks and uncertainties. There are important factors that could cause our actual results, levels of
activity, performance, or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by
the forward-looking statements, including, but not limited to:
● the degree of our success in our plans to leverage our global footprint to grow our sales;
● the degree of our success in integrating the companies that we have acquired through the implementation of our M&A growth strategy;
● the lengthy development cycles for our solutions, which may frustrate our ability to realize revenues and/or profits from our potential new
solutions;
● our lengthy and complex sales cycles, which do not always result in the realization of revenues;
● the degree of our success in retaining our existing customers and competing effectively for greater market share;
● difficulties in successfully planning and managing changes in the size of our operations;
● the frequency of the long-term, large, complex projects that we perform that involve complex estimates of project costs and profit margins,
which sometimes change mid-stream;
● the challenges and potential liability that heightened privacy laws and regulations pose to our business;
● occasional disputes with clients, which may adversely impact our results of operations and our reputation;
● various intellectual property issues related to our business;
● potential unanticipated product vulnerabilities or cybersecurity breaches of our or our customers’ systems, particularly in the current work-
from-home environment;
● the unknown further duration of the global COVID-19 pandemic and the extent of its impact on our operations, financial position and cash
flows, and those of our customers and suppliers;
● risks associated with our global sales and operations, such as changes in regulatory requirements, wide-spread viruses and epidemics like the
recent novel coronavirus outbreak, or fluctuations in currency exchange rates; and
● risks related to our principal location in Israel.
While we believe such forward-looking statements are based on reasonable assumptions, should one or more of the underlying assumptions prove
incorrect, or these risks or uncertainties materialize, our actual results may differ materially from those expressed or implied by the forward-looking
statements. Please read the risks discussed in Item 3 – “Key Information” under the caption “Risk Factors” and cautionary statements appearing
elsewhere in this annual report in order to review conditions that we believe could cause actual results to differ materially from those contemplated
by the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances
reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly
any forward-looking statements for any reason after the date of this annual report, to conform these statements to actual results or to changes in our
expectations.
iv
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
TABLE OF CONTENTS
ITEM 3.
ITEM 4.
KEY INFORMATION
A. Selected Financial Data
B. Capitalization and Indebtedness
C. Reasons for the Offer and Use of Proceeds
D. Risk Factors
INFORMATION ON THE COMPANY
A. History and Development of the Company
B. Business Overview
C. Organizational Structure
D. Property, Plants and Equipment
ITEM 4 A. UNRESOLVED STAFF COMMENTS
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating Results
B. Liquidity and Capital Resources
C. Research and Development
D. Trend Information
E. Critical Accounting Estimates.
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
B. Compensation
C. Board Practices
D. Employees
E. Share Ownership
F. Disclosure of a registrant’s action to recover erroneously awarded compensation
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
B. Related Party Transactions
C. Interests of Experts and Counsel
ITEM 8.
FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
B. Significant Changes
ITEM 9.
THE OFFER AND LISTING
A. Offer and Listing Details
B. Plan of Distribution
C. Markets
D. Selling Shareholders
E. Dilution
F. Expenses of the Issue
v
1
1
1
1
2
2
2
27
27
28
52
53
53
53
53
62
65
65
65
72
72
74
75
83
84
85
86
86
87
87
87
87
88
88
88
88
88
88
88
88
ITEM 10.
ADDITIONAL INFORMATION
A. Share Capital
B. Memorandum and Articles of Association
C. Material Contracts
D. Exchange Controls
E. Taxation
F. Dividends and Paying Agents
G. Statement by Experts
H. Documents on Display
I. Subsidiary Information
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15.
CONTROLS AND PROCEDURES
ITEM 16.
RESERVED
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B.
CODE OF ETHICS
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
ITEM 16F.
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16G.
CORPORATE GOVERNANCE
ITEM 16H.
MINE SAFETY DISCLOSURE
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
ITEM 16J.
INSIDER TRADING POLICIES
ITEM 17.
FINANCIAL STATEMENTS
ITEM 18.
FINANCIAL STATEMENTS
ITEM 19.
EXHIBITS
S I G N A T U R E S
vi
89
89
89
89
89
90
100
100
100
100
101
101
102
102
102
103
103
103
103
104
104
104
104
104
104
104
105
105
106
107
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
PART I
Not applicable.
ITEM 3. KEY INFORMATION
A.
Selected Financial Data
The following tables present selected consolidated financial data as of the dates and for each of the periods indicated. The consolidated
financial statements for the year ended December 31, 2022 are the first we have prepared in accordance with IFRS. The date of transition to
IFRS is January 1, 2021. For periods up to and including the year ended December 31, 2021, we prepared our consolidated financial
statements in accordance with United States generally accepted accounting principles, or U.S. GAAP. Accordingly, we have prepared
financial statements that comply with IFRS applicable as of December 31, 2022, together with the comparative period data for the year
ended December 31, 2021 and as of January 1, 2021. An explanation of the principal adjustments made in restating the U.S. GAAP financial
statements, including the statement of financial position as of January 1, 2021 and the financial statements for the year ended December 31,
2021, is provided in note 23 to our consolidated financial statements included elsewhere in this annual report.
Pursuant to the transitional relief granted by the SEC in respect of the first-time adoption of IFRS, we have only provided financial
statements and financial information for two fiscal years ended December 31, 2022 in this annual report as presented under IFRS. The
selected financial information as of January 1, 2021 and as of and for the years ended December 31, 2021 and 2022 set forth below should
be read in conjunction with, and is qualified in its entirety by reference to “Item 5. Operating and Financial Review and Prospects” and our
audited consolidated financial statements and the notes thereto included in this annual report.
Revenues
Cost of revenues
Gross profit
Research and development costs, net
Selling, marketing, general and administrative expenses
Operating income
Financial expenses
Financial income
Increase in valuation of consideration related to acquisitions
Income before taxes on income
Taxes on income
Net income
Net income attributable to non-controlling interests
Year ended
December 31,
2021
2022
U.S. dollars in thousands
(except per share data)
$
480,325
347,331
$
132,994
8,995
71,876
52,123
(3,802)
113
(2,817)
45,617
10,278
35,339
5,572
566,792
411,437
155,355
10,090
83,503
61,762
(4,993)
1,392
(744)
57,417
11,138
46,279
5,809
Net income attributable to equity holders of the Company
$
29,767
$
40,470
Basic and diluted earnings per share
Number of shares used in computing earnings per share (basic)
Number of shares used in computing earnings per share (diluted)
0.61
0.82
49,055,082
49,100,054
49,089,044
49,131,311
1
Statements of Financial Position:
Total current assets
Total long-term assets
TOTAL ASSETS
Total current liabilities
Total long-term liabilities
Total equity
TOTAL LIABILITIES AND EQUITY
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
January 1
2021
December 31,
2021
(U.S. Dollars in thousands)
2022
$
211,226
$
246,774
$
249,098
230,179
240,503
256,043
441,405
487,277
505,141
99,819
130,780
156,053
73,179
80,941
72,777
268,407
275,556
276,311
$
441,405
$
487,277
$
505,141
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. Our business, prospects, financial condition and results of operations could be adversely affected due
to any of the following risks. 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 and Our Industry
● The implementation of our M&A growth strategy, which requires the integration of our multiple acquired companies and their respective
businesses, operations and employees with our own, involves significant risks.
● Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, including through the
adaptation and expansion of our services and solutions in response to ongoing changes in technology and offerings.
● We may encounter difficulties in realizing the potential financial or strategic benefits of recent business acquisitions.
● We are dependent on a limited number of core product families and services and a decrease in revenues from these products and services
would adversely affect our business, results of operations and financial condition.
● Adapting to evolving technologies can require substantial financial investments, distract management and adversely affect the demand for
our existing products and services.
● Our products have a lengthy sales cycle that could adversely affect our revenues.
● If we are unable to keep our supply of skills and resources in balance with client demand around the world, our business, the utilization rate
of our professionals and our results of operations may be materially adversely affected.
● Our existing customers may not be satisfied with our solutions and services and might not make subsequent purchases from us.
● If we fail to meet our customers’ performance expectations, our reputation may be harmed, causing us to lose customers or exposing us to
legal liability.
2
● We enter from time to time into fixed-price contracts that could subject us to losses in the event we fail to properly estimate our costs.
● We face intense competition in the markets in which we operate and we might not be able to compete effectively.
● Unfavorable national and global economic conditions could adversely affect our business, operating results and financial condition.
● Geopolitical and other challenges and uncertainties due to the ongoing military conflict between Russia and Ukraine could have a material
adverse effect.
● We are exposed to economic and market conditions that impact the communications industry.
● A reduction of government spending in Israel on IT services may reduce our revenues and profitability.
● The increasing amount of identifiable intangible assets and goodwill recorded on our balance sheet may lead to significant impairment
charges in the future.
● If we fail to manage our growth, our business could be disrupted and our profitability will likely decline.
● We have a history of quarterly fluctuations in our results of operations and expect these fluctuations to continue.
● Changes in the ratio of our revenues generated from different revenue elements may adversely affect our gross profit margins.
● We may encounter difficulties with our international operations and sales that could adversely affect our business, results of operations and
financial condition.
● Our international operations expose us to risks associated with fluctuations in currency exchange rates that could adversely affect our
business.
● Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.
● Regulation of the internet and telecommunications, privacy and data security may adversely affect sales of our products and result in
increased compliance costs.
● Errors or defects in our software solutions could inevitably arise and would harm our profitability and our reputation with customers, and
could even give rise to claims against us.
● Third parties have in the past, and may in the future, claim that we infringe upon their intellectual property rights and such claims could
harm our business.
● Although we apply measures to protect our intellectual property rights and our source code, there can be no assurance that the measures that
we employ to do so will be successful.
● We and our customers rely on technology and intellectual property of third-parties, the loss of which could limit the functionality of our
products and disrupt our business.
● We could be required to provide the source code of our products to our customers.
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● Some of our services and technologies may use “open source” software, which may restrict how we use or distribute our services or require
that we release the source code of certain products subject to those licenses.
● Any unauthorized, and potentially improper, actions of our personnel could adversely affect our business, operating results and financial
condition.
● Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our
competitors from benefiting from the expertise of some of our former employees.
● Our business may be materially affected by changes to fiscal and tax policies.
● Certain of our credit facility agreements with banks and other financial institutions are subject to a number of restrictive covenants that, if
breached, could result in acceleration of our obligation to repay our debt.
● Increasing scrutiny and changing expectations from investors, lenders, customers and other market participants with respect to our
Environmental, Social and Governance, or ESG, policies may impose additional costs on us or expose us to additional risks.
● If we are unable to maintain effective internal control over financial reporting in accordance with Sections 302 and 404(a) of the Sarbanes-
Oxley Act of 2002, the reliability of our financial statements may be questioned and our share price may suffer.
● Breaches or significant disruptions of our information technology systems may occur.
● Security vulnerabilities in our software solutions could lead to reduced revenue or to liability claims.
● Macroeconomic headwinds caused by inflation, rising interest rates, and currency exchange rates have been adversely impacting, and may
continue to adversely impact, our revenues, profitability and cash flows.
Risk Related to Our Ordinary Shares
● Our Ordinary Shares are traded on more than one market and this may result in price variations.
● There is relatively limited trading volume for our shares, which reduces liquidity for our shareholders, and may cause the share price to be
volatile, all of which may lead to losses by investors.
● We are a foreign private issuer under the rules and regulations of the SEC and are therefore exempt from a number of rules under the
Exchange Act.
● Our controlling shareholder has a controlling influence over matters requiring shareholder approval, which could delay or prevent a change
of control that may benefit our public shareholders.
● Our U.S. shareholders may suffer adverse tax consequences if we are classified as a passive foreign investment company or as a “controlled
foreign corporation.”
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Risks Related 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.
● Our results of operations may be adversely affected by the obligation of our personnel to perform military service.
● We currently have the ability to benefit from certain government tax benefits, which may be cancelled or reduced in the future.
● Service and enforcement of legal process on us and our directors and officers may be difficult to obtain.
● Provisions of Israeli law may delay, prevent or make difficult an acquisition of us, which could prevent a change of control and therefore
depress the price of our shares.
● The rights and responsibilities of our shareholders are governed by Israeli law and differ in some respects from the rights and
responsibilities of shareholders under U.S. law.
Risks Related to Our Business and Our Industry
To the extent it returns in a significant manner in regions in which our revenues are primarily generated, the global COVID-19 pandemic, or any
other pandemic, may adversely affect our operating results in a material manner.
Wide-spread viruses and epidemics, such as the recent COVID-19 pandemic, to the extent it returns in full-force, could negatively affect our
customers’ spending on our products and services. In 2022, 54%, 36%, 7%, 2% and 1% of our revenues generated from North America, Israel,
Europe, Japan, and the rest of the world, respectively. Negative economic conditions created by a pandemic may cause our customers to reduce their
IT spending. Customers may delay or cancel projects, choose to focus on in-house development efforts or seek to lower their costs by renegotiating
maintenance and support agreements. Additionally, customers may be more likely to make late payments in worsening economic conditions, which
could require us to increase our collection efforts and incur additional associated costs to collect expected revenues. To the extent that the purchase of
licenses for our software are perceived by customers and potential customers to be discretionary, our revenues may be disproportionately affected by
delays or reductions in general IT spending. If economic conditions generally, or in the industries in which we operate specifically, worsen from
present levels, the results of our operations could be adversely affected.
To the extent the COVID-19 pandemic returns in full-force, in any wave or via any variant of the virus, that may also adversely impact our operating
results, as the resulting closures, restrictions and health problems for our workers may compromise our ability to service our customers in various
regions of the world.
Actual results could materially differ from the estimates and assumptions that we use to prepare our financial statements.
In order to prepare our financial statements in conformity with internationally accepted accounting standards (“IFRS”), our management is required
to make estimates and assumptions, as of the date of the financial statements, which affect the reported values of assets and liabilities, revenues and
expenses, and disclosures of contingent assets and liabilities. Main areas that require significant estimates and assumptions by our management
include liabilities in respect of business combinations, goodwill and intangible assets and their subsequent impairment analysis, determination of fair
value of put options of non-controlling interests, legal contingencies, research and development capitalization as well as amortization periods,
classification of leases as well as the determination of the lease term and the incremental borrowing rate, income tax uncertainties, deferred taxes,
share-based compensation, as well as the determination of revenue recognition from contracts accounted for based on the estimate of percentage of
completion, identification of performance obligations and the determination of the transaction price as well as the standalone selling prices, and
evaluating expected credit losses (“ECL”). Our actual results could materially differ from, and could require adjustments to, those estimates.
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The implementation of our M&A growth strategy, which requires the integration of multiple acquired companies and their respective businesses,
operations and employees with our own, involves significant risks, and the failure to integrate successfully may adversely affect our future
results.
In the past decade we have completed a significant number of important acquisitions. Most recently, during 2022, we acquired Appush Ltd. (formerly
known as Vidstart Ltd.), Intrabases SAS, and The Goodkind Group LLC. In 2021, we acquired EnableIT, Menarva, and Soft IT. These acquisitions
are part of our integrated M&A growth strategy, which is centered on three key factors: growing our customer base, expanding geographically and
adding complementary solutions and services to our portfolio— all while we seek to ensure our continued high quality of services and product
delivery. Any failure to successfully integrate the business, operations and employees of our acquired companies, or to otherwise realize the
anticipated benefits of these acquisitions, could harm our results of operations. Our ability to realize these benefits will depend on the timely
integration and consolidation of organizations, operations, facilities, procedures, policies and technologies, and the harmonization of differences in
the business cultures between these companies and their personnel. Integration of these businesses will be complex and time consuming, will involve
additional expense and could disrupt our business and divert management’s attention from ongoing business concerns. The challenges involved in
integrating the acquired companies include:
● Preserving customer, supplier and other important relationships
● Integrating complex, core products and services that we acquire with our existing products and services
● Integrating financial forecasting and controls, procedures and reporting cycles
● Combining and integrating information technology, or IT, systems
● Integrating employees and related HR systems and benefits, maintaining employee morale and retaining key employees
● Potential confusion that we may have in our dealings with customers and prospective customers as to the products we are offering to them
and potential overlap among those products
● Investment of significant management time and attention towards the integration process
The benefits we expect to realize from these acquisitions are, necessarily, based on projections and assumptions about the combined businesses of
our company, and assume, among other things, the successful integration of these acquired entities into our business and operations. Our projections
and assumptions concerning our acquisitions may be inaccurate, however, and we may not successfully integrate the acquired companies and our
operations in a timely manner, or at all. We may also be exposed to unexpected contingencies or liabilities of the acquired companies. If we do not
realize the anticipated benefits of these transactions, our growth strategy and future profitability could be adversely affected.
Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, including through the
adaptation and expansion of our services and solutions in response to ongoing changes in technology and offerings, and a significant reduction
in such demand or an inability to respond to the evolving technological environment could materially affect our results of operations.
Our revenue and profitability depend on the demand for our services and solutions with favorable margins, which could be negatively affected by
numerous factors, many of which are beyond our control and unrelated to our work product. As described above, volatile, negative, or uncertain
global economic and political conditions and lower growth or contraction in the markets we serve have adversely affected and could in the future
adversely affect client demand for our services and software solutions. Our success depends, in part, on our ability to continue to develop and
implement services and software solutions that anticipate and respond to rapid and continuing changes in technology and offerings to serve the
evolving needs of our clients. Examples of areas of significant change include digital-, cloud- and security-related offerings, which are continually
evolving, as well as developments in areas such as artificial intelligence, augmented reality, automation, Internet of Things, network engineering,
digital engineering and manufacturing, and as-a-service solutions. As we expand our services and solutions into these new areas, we may be exposed
to operational, legal, regulatory, ethical, technological and other risks specific to such new areas, which may negatively affect our reputation and
demand for our services and solutions.
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Technological developments may materially affect the cost and use of technology by our clients and, in the case of cloud and as-a-service solutions,
could affect the nature of how we generate revenue. Some of these technological developments have reduced and replaced some of our historical
services and solutions and may continue to do so in the future. This has caused, and may in the future cause, clients to delay spending under existing
contracts and engagements and to delay entering into new contracts while they evaluate new technologies. Such technological developments and
spending delays can negatively impact our results of operations if we are unable to introduce new pricing or commercial models that reflect the value
of these technological developments or if the pace and level of spending on new technologies are not sufficient to make up any shortfall.
Developments in the industries we serve, which may be rapid, also could shift demand to new services and solutions. If, as a result of new
technologies or changes in the industries we serve, our clients demand new services and solutions, we may be less competitive in these new areas or
need to make significant investment to meet that demand. Our growth strategy focuses on responding to these types of developments by driving
innovation that will enable us to expand our business into new growth areas. If we do not sufficiently invest in new technology and adapt to industry
developments or evolve and expand our business at sufficient speed and scale, or if we do not make the right strategic investments to respond to these
developments and successfully drive innovation, our services and solutions, our results of operations, and our ability to develop and maintain a
competitive advantage and to execute on our growth strategy could be adversely affected.
We operate in a rapidly evolving environment in which there currently are, and we expect will continue to be, new technology entrants. New services
or technologies offered by competitors or new entrants may make our offerings less differentiated or less competitive when compared to other
alternatives, which may adversely affect our results of operations. In addition, companies in the industries we serve sometimes seek to achieve
economies of scale and other synergies by combining with or acquiring other companies. If one of our current clients merges or consolidates with a
company that relies on another provider for the services and solutions we offer, we may lose work from that client or lose the opportunity to gain
additional work if we are not successful in generating new opportunities from the merger or consolidation.
Many of our consulting contracts are less than 12 months in duration, and these contracts typically permit a client to terminate the agreement with as
little as 30 days’ notice. Longer-term, larger and more complex contracts, generally require a longer notice period for termination and often include
an early termination charge to be paid to us, but this charge might not be sufficient to cover our costs or make up for anticipated ongoing revenues
and profits lost upon termination of the contract. Many of our contracts allow clients to terminate, delay, reduce or eliminate spending on the services
we provide. Additionally, a client could choose not to retain us for additional stages of a project, try to renegotiate the terms of its contract or cancel
or delay additional planned work. When contracts are terminated or not renewed, we lose the anticipated revenues, and it may take significant time to
replace the level of revenues lost. Consequently, our results of operations in subsequent periods could be materially lower than expected.
We may encounter difficulties in realizing the potential financial or strategic benefits of recent business acquisitions. We expect to make
additional acquisitions in the future that could disrupt our operations and harm our operating results.
A significant part of our business strategy is to pursue acquisitions and other initiatives based on strategy centered on three key factors: growing our
customer base, expanding geographically and adding complementary solutions to our portfolio— all while we seek to ensure our continued high
quality of services and product delivery. In the past five years we made numerous acquisitions.
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:
● Difficulties in integrating the operations, systems, technologies, products, and personnel of the acquired businesses or enterprises;
● 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;
● Integrating financial forecasting and controls, procedures and reporting cycles;
● Potential difficulties in completing projects associated with in-process research and development;
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● Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger
market positions;
● 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.
We are dependent on a limited number of core product families and a decrease in revenues from these products would adversely affect our
business, results of operations and financial condition; our future success will be largely dependent on the acceptance of future releases of our
core product offerings and if we are unsuccessful with these efforts, our business, results of operations and financial condition will be adversely
affected.
We derive a significant portion of our revenues and profits from sales of application and integration platforms and vertical software solutions and
from related professional services, software maintenance and technical support. Our future growth depends heavily on our ability to effectively
develop and sell new products developed by us or acquired from third parties as well as add new features to existing products and new software
service offerings. A decrease in revenues from our principal products and related services would adversely affect our business, results of operations
and financial condition.
Our future success depends in part on the continued acceptance of our application platforms and integration products primarily under our Magic xpa,
Magic xpi, AppBuilder, Leap, FactoryEye, Magic Data Management and Analytics platform and Magic SmartUX brands and our vertical packaged
software solutions, primarily Clicks, Leap™, the Hermes solution and HR Pulse, Mobisale and Nativ. The continued acceptance of these platforms
and software solutions will be dependent in part on the continued acceptance and growth of the cloud market, including rich internet applications, or
RIAs, mobile and software as a service, or SaaS, for which certain of them are particularly useful and advantageous. We will need to continue to
enhance our products to meet evolving requirements and if new versions of such products are not accepted, our business, results of operations and
financial condition may be adversely affected.
Rapid technological changes may adversely affect the market acceptance of our products and services, and our business, results of operations
and financial condition could be adversely affected.
We compete in a market that is characterized by rapid technological changes. Other companies are also seeking to offer integration solutions, low-
code development solutions, enterprise mobility solutions, internet-related solutions, such as cloud computing, and complementary services to
generate growth. These companies may develop technological or business model innovations or offer services in the markets that we seek to address
that are, or are perceived to be, equivalent or superior to our software solutions and services. In addition, our customers’ business models may change
in ways that we do not anticipate and these changes could reduce or eliminate our customers’ needs for our products and services. Our operating
results depend on our ability to adapt to market changes and develop and introduce new products and services into existing and emerging markets.
The introduction of new technologies and devices could render existing products and services obsolete and unmarketable and could exert price
pressures on our products and services. Our future success will depend upon our ability to address the increasingly sophisticated needs of our
customers by:
● Supporting existing and emerging hardware, software, databases and networking platforms; and
● Developing and introducing new and enhanced software development technology and applications that keeps pace with such technological
developments, emerging new product markets and changing customer requirements.
Adapting to evolving technologies can require substantial financial investments, distract management and adversely affect the demand for our
existing products and services.
Because our software solutions are complex and require rigorous testing, development cycles can be lengthy, taking us up to two years to develop
and introduce new, enhanced or modified solutions. Moreover, development projects can be technically challenging and expensive. The nature of
these development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the
time we generate revenues, if any, from such expenses. In addition, adapting to evolving technologies may require us to invest a significant amount
of resources, time and attention into the development, integration, support and marketing of those technologies. The acceptance and growth of cloud
computing and enterprise mobility are examples of rapidly changing technologies, which we have adapted into our products, packaged software
solution and software service offerings. This required us to make a substantial financial investment to develop and implement cloud computing and
enterprise mobility into our software solution models and has required significant attention from our management to refine our business strategies to
include the delivery of these solutions. As the market continues to adopt new technologies, we expect to continue to make substantial investments in
our software solutions, system integrations and professional services related to these changing technologies. Even if we succeed in adapting to a new
technology by developing attractive products and services and successfully bringing them to market, there is no assurance that the new product or
service will have a positive impact on our financial performance and could even result in lower revenue, lower margins and higher costs and
therefore could negatively impact our financial performance. If release dates of any future products or enhancements are delayed our business,
financial condition and results of operations could be adversely affected.
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Our products have a lengthy sales cycle that could adversely affect our revenues.
The typical sales cycle for our solutions and services is lengthy and unpredictable, sometimes requires pre-purchase evaluation by a significant
number of persons in our clients’ organizations, and often involves a significant operational decision by our customers as they typically use our
software solutions and services to develop and deploy as well as to integrate applications that are critical to their businesses. Our sales efforts involve
educating our clients, partners and consultants about the use and benefits of our solutions, including the technical capabilities of our solutions and the
efficiencies achievable by organizations deploying our solutions. Because of the long approval process that typically accompanies strategic initiatives
or capital expenditures by companies, our sales process is often delayed, with little or no control over any delays encountered by us. Our sales cycle,
which generally ranges from three to twelve months, can be further extended for sales made through third party distributors. We spend substantial
time, effort and money in our sales efforts without any assurance that such efforts will produce any sales.
If we are unable to keep our supply of skills and resources in balance with client demand around the world and attract and retain professionals
with strong leadership skills, our business, the utilization rate of our professionals and our results of operations may be materially adversely
affected.
Our success is dependent, in large part, on our ability to keep our supply of market-leading skills and capabilities in balance with client demand
around the world and our ability to attract and retain personnel with the knowledge and skills to lead our business globally. We must hire or reskill,
retain and motivate appropriate numbers of talented people with diverse skills in order to serve clients across the globe, respond quickly to rapid and
ongoing changes in demand, technology, industry and the macroeconomic environment, and continuously innovate to grow our business. For
example, if we are unable to hire or retrain our employees to keep pace with the rapid and continuous changes in technology and the industries we
serve, we may not be able to innovate and deliver new services and solutions to fulfill client demand. There is competition for scarce talent with
market-leading skills and capabilities in new technologies, and our competitors have directly targeted our employees with these highly sought-after
skills and will likely continue to do so. As a result, we may be unable to cost effectively hire and retain employees with these market-leading skills,
which may cause us to incur increased costs, or be unable to fulfill client demand for our services and solutions.
We are particularly dependent on retaining members of our leadership with critical capabilities. If we are unable to do so, our ability to innovate,
generate new business opportunities and effectively lead large and complex transformations and client relationships could be jeopardized. We depend
on identifying, developing and retaining top talent to innovate and lead our businesses. This includes developing talent and leadership capabilities.
Our ability to expand in the markets we operate depends, in large part, on our ability to attract, develop, retain and integrate both leaders for the local
business and people with critical capabilities.
Similarly, our profitability depends on our ability to effectively source and staff people with the right mix of skills and experience to perform services
for our clients, including our ability to transition employees to new assignments on a timely basis. The costs associated with recruiting and training
employees are significant. If we are unable to effectively deploy our employees globally and remotely on a timely basis to fulfill the needs of our
clients, our profitability could suffer. If our utilization rate is too low, our profitability and the engagement of our employees could suffer. If the
utilization rate of our professionals is too high, it could have an adverse effect on employee engagement and attrition, the quality of the work
performed as well as our ability to staff projects.
Our incentive compensation plans are designed to reward high-performing individuals for their contributions and provide incentives for them to
remain with us. If the anticipated value of such incentives does not materialize or if our total compensation package is not viewed as being
competitive, our ability to attract and retain the personnel we need could be adversely affected.
There is a risk that at certain points in time, we may have more personnel than we need in certain skill sets or at compensation levels that are not
aligned with skill sets. In these situations, we have engaged, and may in the future engage, in actions to rebalance our resources, including reducing
the rate of new hires and increasing involuntary terminations as a means to keep our supply of skills and resources in balance with client demand. At
certain times, we will find it difficult to hire and retain a sufficient number of employees with the skills or backgrounds to meet current and/or future
demand. In these cases, we might need to redeploy existing personnel or increase our reliance on subcontractors to fill certain labor needs, and if not
done effectively, our profitability could be negatively impacted. Additionally, as demand for our services and solutions has escalated at a high rate, to
hire and retain people with the skills necessary to meet demand we have and may continue to adjust compensation, which puts upward pressure on
our costs and may adversely affect our profitability if we are unable to recover these increased costs. If we are not successful in these initiatives, our
results of operations could be adversely affected
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Moreover, Our research and development, product delivery, and general and administrative, activities are conducted at locations where the
competition for skilled professionals is particularly intense. While there has been strong competition for qualified human resources in the high-tech
industry historically, the industry experienced record growth and activity in 2022, both at the earlier stages of venture capital and growth equity
financings, and at the exit stage of initial public offerings and mergers and acquisitions. This flurry of growth and activity has caused a sharp increase
in job openings in both high-tech companies and research and development centers, as well as the intensification of competition between employers
to attract qualified employees in those jurisdictions. Employee attrition— for all fields and professions, and for all levels of management— has
accompanied this strong competition, and hi-tech companies such as ours that are based in Israel and these other jurisdictions are currently facing a
severe shortage of skilled human capital, including engineering, research and development, sales and customer support personnel. Many of the
companies with which we compete for qualified personnel may have greater resources than we do, and we may not succeed in recruiting additional
experienced or professional personnel, retaining personnel or effectively replacing current personnel who may depart with qualified or effective
successors.
If we fail to meet our clients’ performance expectations, our reputation may be harmed, causing us to lose customers or exposing us to legal
liability.
We depend heavily on repeated software and service revenues from our base of existing clients. Two of our largest clients accounted together for
21.2% and 20.6% of our revenues in the years ended December 31, 2021 and 2022, respectively and five of our largest clients accounted for 27.5%
and 26.4% of our revenues in the years ended December 31, 2021 and 2022, respectively. If our existing clients are not satisfied with our solutions
and services, they may not enter into new project contracts with us or continue using our services. A significant decline in our revenue stream from
existing clients, including due to termination of agreement(s), would have a material adverse effect on our business, results of operations and
financial condition.
Our ability to attract and retain clients depends to a large extent on our relationships with our clients and our reputation for high quality solutions,
professional services and integrity. As a result, if a customer is not satisfied with our services or solutions, including those of subcontractors we
engage, our reputation may be damaged. Our failure to meet these goals or a customer’s expectations may result in a less profitable or an unprofitable
engagement. Moreover, if we fail to meet our customers’ expectations, we may lose customers and be subject to legal liability, particularly if such
failure adversely affects our customers’ businesses.
In addition, a portion of our projects may be considered critical to the operations of our clients’ businesses. Our exposure to legal liability may be
increased in the case of contracts in which we become more involved in our customers’ operations. While we typically strive to include provisions
designed to limit our exposure to legal claims relating to our services and the solutions we develop, these provisions may not adequately protect us or
may not be enforceable in all cases. The general liability insurance coverage that we maintain, including coverage for errors and omissions, is subject
to important exclusions and limitations. We cannot be certain that this coverage will continue to be available on reasonable terms or will be available
in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. A successful assertion of
one or more large claims against us that exceeds our available insurance coverage or changes in our insurance policies, including premium increases
or the imposition of large deductible or co-insurance requirements, could adversely affect our profitability.
We enter from time to time into fixed-price contracts that could subject us to losses in the event we fail to properly estimate our costs.
We enter from time to time into firm fixed-price contracts where our delivery requirements sometimes span more than one year. If our initial cost
estimates are incorrect, it may cause losses on these contracts. Because many of these contracts involve new technologies and applications,
unforeseen events, such as technological difficulties and other cost overruns, can result in the contract pricing becoming less favorable or even
unprofitable to us and have an adverse impact on our financial results.
Similarly, delays in implementation projects (whether fixed price or not) may affect our revenue and cause our operating results to vary widely.
Payment terms are generally based on periodic payments or on the achievement of milestones. Any delays in payment or in the achievement of
milestones may have a material adverse effect on our results of operations, financial position or cash flows.
For non-fixed price contracts, we generally provide our customers with up-front estimates regarding the duration, budget and costs associated with
the implementation of our services. However, we may not meet those upfront estimates and/or the expectations of our customers, which could lead to
a dispute with a client.
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We face intense competition in the markets in which we operate and we might not be able to compete effectively. This could adversely affect our
business, results of operations and financial condition.
The markets in which we offer our services and solutions are highly competitive. Our competitors include:
● multinational IT service providers, including the services arms of global technology providers;
● off-shore IT service providers in lower-cost locations such as India and Eastern Europe;
● accounting firms and consultancies that provide consulting and other IT services and solutions;
● solution or service providers that compete with us in a specific geographic market, industry or service area, including advertising agencies,
engineering services providers and technology start-ups and other companies that can scale rapidly to focus on or disrupt certain markets
and provide new or alternative products, services or delivery models; and
● in-house IT departments that use their own resources, rather than engage an outside firm.
Some of our existing and potential competitors are larger companies, have greater financial, marketing or other resources than we do and, therefore,
may be better able to compete for new work and skilled professionals, may be able to innovate and provide new services and solutions faster than we
can or may be able to anticipate the need for services and solutions before we do. Some of our competitors may also team together to create
competing offerings. Even if we have potential offerings that address client needs, competitors may be more successful at selling similar services
they offer, including to companies that are our clients. Some competitors may be more established in certain markets and may make executing our
growth strategy to expand in these markets more challenging. Additionally, competitors may also offer more aggressive contractual terms, which
may affect our ability to win work. Our future performance is largely dependent on our ability to compete successfully and expand in the markets we
currently serve. If we are unable to compete successfully, we could lose clients to competitors, which could materially adversely affect our results of
operations. In addition, we may face greater competition due to consolidation of companies in the technology sector through strategic mergers,
acquisitions or teaming arrangements. Consolidation activity may result in new competitors with greater scale, a broader footprint or offerings that
are more attractive than ours. The technology companies described above, including many of our alliance partners, are increasingly able to offer
services related to their software, platform, cloud migration and other solutions, or are developing software, platform, cloud migration and other
solutions that require integration services to a lesser extent. These more integrated services and solutions may represent more attractive alternatives to
clients than some of our services and solutions, which may materially adversely affect our competitive position and our results of operations.
Unfavorable national and global economic conditions could adversely affect our business, operating results and financial condition.
Global macroeconomic and geopolitical conditions affect our clients’ businesses and the markets they serve. 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. Economic challenges may develop, 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.
In particular, there is currently significant uncertainty about the future relationship between the U.S. and various other countries, with respect to trade
policies, treaties, government regulations, and tariffs. For example, the recent imposition of tariffs and/or changes in tariffs on various products by
the U.S. and other countries, including China and Canada, have introduced greater uncertainty with respect to trade policies and government
regulations affecting trade between the U.S. and other countries.
Major developments in trade relations, including the imposition of new or increased tariffs by the U.S. and/or other countries, and any emerging
nationalist trends in specific countries could alter the trade environment and consumer purchasing behavior which, in turn, could have a material
effect on our financial condition and results of operations. If such actions impacting our international distribution and sales channels result in
increased costs for us or our international partners, such changes could result in higher costs to us, adversely affecting our operations, particularly as
we expand our international presence.
In response to the to the invasion of the Ukraine by Russia in February 2022, the U.S. and other countries have imposed various sanctions against
Russia including restrictions on selling or importing goods, services or technology in or from affected regions and travel bans and asset freezes
impacting connected individuals and political, military, business and financial organizations in Russia. The U.S. and other countries could impose
wider sanctions and take other actions. It is not possible to predict the broader consequences of this conflict, which could include further sanctions,
embargoes, regional instability, geopolitical shifts in the Middle East and worldwide and adverse effects on macroeconomic conditions, currency
exchange rates and financial markets, all of which could impact our business, financial condition and results of operations.
If global economic and market conditions, or economic conditions in the United States, Europe or Asia or other key markets, remain uncertain or
weaken, our business, operating results and financial condition may be adversely affected.
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We are exposed to economic and market conditions that impact the communications industry.
We provide packaged software and software services to service providers in the telecom industry, and our business may therefore be highly
dependent upon conditions in that industry. Developments in the telecom industry, such as the impact of global economic conditions, industry
consolidation, emergence of new competitors, commoditization of voice, video and data services and changes in the regulatory environment, at times
have had, and could continue to have, a material adverse effect on our existing or potential customers. In the past, these conditions reduced the high
growth rates that the communications industry had previously experienced and caused the market value, financial results and prospects and capital
spending levels of many telecom companies to decline or degrade. Industry consolidation involving our customers may place us at risk of losing
business to the incumbent provider to one of the parties to the consolidation or to new competitors. During previous economic downturns, the
telecom industry experienced significant financial pressures that caused many in the industry to cut expenses and limit investment in capital intensive
projects and, in some cases, led to restructurings and bankruptcies. Continuing uncertainty as to economic recovery in recent years may have adverse
consequences for our customers and our business.
We are impacted by inflationary increases in wages, benefits and other costs. In all countries in which we operate, wage and benefit inflation,
whether driven by competition for talent, or ordinary course pay increases and other inflationary pressure, may increase our cost of providing
services and reduce our profitability. Furthermore, as a result of our global operations, wage increases in emerging markets may increase at a faster
rate than wages in developed markets, which increases our exposure to inflation risks. If we are not able to pass increased wage and other costs
resulting from inflation onto our clients our profitability may decline.
Downturns in the business climate for telecom companies have previously resulted in slower customer buying decisions and price pressures that
adversely affected our ability to generate revenue. Adverse market conditions may have a negative impact on our business by decreasing our new
customer engagements and the size of initial spending commitments under those engagements, as well as decreasing the level of discretionary
spending by existing customers. In addition, a slowdown in buying decisions may extend our sales cycle period and may limit our ability to forecast
our flow of new contracts. If such adverse business conditions arise in the future, our business may be harmed.
As some of our revenues are derived from the Israeli government sector, a reduction of government spending in Israel on IT services may reduce
our revenues and profitability; and any delay in the annual budget approval process may negatively impact our cash flows.
We perform work for a wide range of Israeli governmental agencies and related subcontractors. Any reduction in total Israeli government spending or
elimination for political or economic reasons (such as in the case of COVID-19) may reduce our revenues and profitability. In addition, the
Government of Israel has experienced significant delays in the approval of its annual budget in recent years. Such delays in the future could
negatively affect our cash flows by delaying the receipt of payments from the government of Israel for services performed.
The increasing amount of intangible assets and goodwill recorded on our balance sheet may lead to significant impairment charges in the future.
The amount of goodwill and identifiable intangible assets on our consolidated statements of financial position has increased significantly over the last
five years from approximately $149 million as of December 31, 2017 to $211 million as of December 31, 2022 because of our acquisitions and may
increase further following future acquisitions. We regularly review our long-lived assets, including identifiable intangible assets and goodwill, for
impairment. Goodwill and indefinite life intangible assets are subject to impairment review at least annually. Other long-lived assets are reviewed
when there is an indication that impairment may have occurred. Impairment testing under IFRS, subject to downturns in our operating results and
financial condition, may lead to impairment charges in the future. Any significant impairment charges could have a material adverse effect on our
results of operations.
If we fail to manage our growth, our business could be disrupted and our profitability will likely decline.
We have experienced rapid growth during recent years, through both acquisitions and organically. The number of our employees over the last five
years increased from 2,052 as of December 31, 2017 to 4,161 as of December 31, 2022 and may increase further as we aim to enhance our
businesses. This increase may significantly strain our management and other operational and financial resources. In particular, continued headcount
growth increases the integration challenges involved in:
● Recruiting, training and retaining skilled technical, marketing and management personnel;
● Maintaining high quality standards;
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● Preserving our corporate culture, values and entrepreneurial environment;
● Developing and improving our internal administrative infrastructure, particularly our financial, operational, communications and other
internal controls; and
● Maintaining high levels of customer satisfaction;
The rapid execution necessary to exploit the market for our business model requires an effective planning and management process. Our systems,
procedures or controls may not be adequate to support the growth in our operations, and our management may not be able to achieve the rapid
execution necessary to exploit the market for our business model. Our future operating results will also depend on our ability to expand our
development, sales and marketing organizations. If we are unable to manage growth effectively, our profitability will likely decline.
Changes in the ratio of our revenues generated from different revenue elements may adversely affect our gross profit margins.
We derive our revenues from the sale of software licenses, related professional services, maintenance and technical support as well as from other IT
professional services. In recent years the decline in our gross margin was mainly affected by the change in proportion of our revenues generated from
the sale of each of those elements of our revenues. Our revenues from the sale of our software licenses, related professional services, maintenance
and technical support have significantly higher gross margins than our revenues from IT professional and outsourcing services. Our software licenses
revenues also include the sale of third-party software licenses, which have a lower gross margin than sales of our proprietary software products. Any
increase in the portion of third-party software license sales out of total license sales will decrease our gross profit margin. If the relative proportion of
our revenues from the sale of IT professional services continues to increase as a percentage of our total revenues, our gross profit margins may
continue to decline in the future.
We may encounter difficulties with our international operations and sales that could adversely affect our business, results of operations and
financial condition.
While our principal executive offices are located in Israel, 60%, 62% and 64% of our sales in the years ended December 31, 2020, 2021 and 2022,
respectively, were generated in other regions and countries including, but not limited to the Americas, Europe, Japan, Asia-Pacific, India, and Africa.
Our success in becoming a stronger competitor in the sale of development application platforms, integration solutions, packaged software solutions
and professional services is dependent upon our ability to increase our sales in all our markets. Our efforts to increase our penetration into these
markets are subject to risks inherent to such markets, including the high cost of doing business in such locations. Our efforts may be costly and they
may not result in profits, which could adversely affect our business, results of operations and financial condition.
Our current international operation and our plans to further expand our international operations subjects us to many risks inherent to international
business activities, including:
● Limitations and disruptions resulting from the imposition of government controls;
● Compliance with a wide variety of foreign regulatory standards;
● Compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, or FCPA, particularly in emerging market countries;
● Import and export license requirements, tariffs, taxes and other trade barriers;
● Political, social and economic instability abroad, terrorist attacks and security concerns in general. For example, our operations in India may
be adversely affected by future political and other events in the region;
● Fluctuations in foreign currency exchange rates have been adversely affecting, and could continue to adversely affect, our results of
operations.
● Trade restrictions;
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● Changes in tariffs;
● Increased exposure to fluctuations in foreign currency exchange rates;
● Complexity in our tax planning, and increased exposure to changes in tax regulations in various jurisdictions in which we operate, which
could adversely affect our operating results and limit our ability to conduct effective tax planning;
● Increased financial accounting and reporting requirements and complexities;
● Weaker protection of intellectual property rights in some countries;
● Greater difficulty in safeguarding intellectual property;
● Increased management, travel, infrastructure and legal compliance costs associated with having multiple international operations;
● Longer payment cycles and difficulties in enforcing contracts and collecting accounts receivable;
● The need to localize our products and licensing programs for international customers;
● Lack of familiarity with and unexpected changes in foreign regulatory requirements;
● The burden of complying with a wide variety of foreign laws and legal standards;
● The potential worsening of the coronavirus outbreak on a global scale, which may cause customers to cancel projects with us, prevent
potential future opportunities for our business and harm our ability to maintain a healthy workforce that can implement our services and
solutions offerings; and
● Multiple and possibly overlapping tax regimes.
As we continue to expand our business globally, our success will depend, largely, on our ability to anticipate and effectively manage these and other
risks associated with our international operations. Any of these risks could harm our international operations and reduce our international sales,
adversely affecting our business, results of operations, financial condition and growth prospects.
Our international operations expose us to risks associated with fluctuations in currency exchange rates that could adversely affect our business.
Our financial statements are stated in U.S. dollars, our functional currency. However, in the years ended December 31, 2020, 2021 and 2022,
approximately 52%, 47% and 46% of our revenues, respectively, were derived from sales outside the United States, particularly, Israel, Europe,
Japan and Asia-Pacific, and Africa. We also maintain substantial non-U.S. dollar balances of assets, including cash and accounts receivable, and
liabilities, including accounts payable and debts to banks and financial institutions. Similarly, a significant portion of our expenses, primarily salaries,
related personnel expenses, subcontractors expenses, interest expenses and the leases of our offices and related administrative expenses, were
incurred outside the United States. Therefore, fluctuations in the value of the currencies in which we do business relative to the U.S. dollar, primarily
NIS, euros and Japanese yen, may adversely affect our business, results of operations and financial condition, by decreasing the U.S. dollar value of
assets held in other currencies and increasing the U.S. dollar amount of liabilities payable in other currencies, or by decreasing the U.S. dollar value
of our revenues in other currencies and increasing the U.S. dollar amount of our expenses in other currencies. Even if we use derivatives or engage in
any currency-hedging transactions intended to reduce the effect of fluctuations of foreign currency exchange rates on our financial position and
results of operations, there can be no assurance that any such hedging transactions will materially reduce the effect of fluctuation in foreign currency
exchange rates on such results. In addition, if for any reason exchange or price controls or other restrictions on the conversion of foreign currencies
were imposed, our financial position and results of operations could be adversely affected.
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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 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, which could also impact the operation of our products and services. The potential
liabilities associated with these events could exceed the insurance coverage we maintain. Our inability to operate our facilities as a result of such
events, even for a limited period of time, may result in significant expenses or loss of market share to other competitors. In addition, 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.
We have experienced and defended against certain threats to our systems and security (such as phishing attempts), none of which have had a material
adverse effect on our business or operations to date. However, we could incur significant costs in order to investigate and respond to future attacks, to
respond to evolving regulatory oversight requirements, to upgrade our cybersecurity systems and controls, and to remediate security compromise or
damage. In response to past threats and attacks, we have implemented further controls and planned for other preventative actions to further strengthen
our systems against future attacks. However, we cannot assure you that such measures will provide absolute security, that we will be able to react in a
timely manner, or that our remediation efforts following past or future attacks will be successful. Consequently, our financial performance and results
of operations would be materially adversely affected.
Maintaining the security of our products, computers and networks is a critical issue for our customers and us. Security researchers, criminal hackers
and other third parties regularly develop new techniques to penetrate computer and network security measures. In addition, hackers also develop and
deploy viruses, worms and other malicious software programs, some of which may be specifically designed to attack our products, systems,
computers or networks. Additionally, outside parties may attempt to fraudulently induce our employees or users of our products to disclose sensitive
information in order to gain access to our data or our customers’ data. These potential breaches of our security measures and the accidental loss,
inadvertent disclosure or unauthorized dissemination of proprietary information or sensitive, personal or confidential data about us, our employees or
our customers, including the potential loss or disclosure of such information or data as a result of hacking, fraud, trickery or other forms of deception,
could expose us, our employees, our customers or the individuals affected to a risk of loss or misuse of this information, result in litigation and
potential liability or fines for us, damage our brand and reputation or otherwise harm our business. These risks are persistent and likely will increase
as we continue to grow our cloud offerings and services and store and process increasingly large amounts of our customers’ confidential information
and data. We also may acquire companies, products, services and technologies and inherit such risks when we integrate these acquisitions within our
company. Further, as regulatory focus on privacy issues continues to increase and become more complex, these potential risks to our business will
intensify. Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data could greatly increase our cost of
providing our products and services.
Outside parties have furthermore in the past, and may also in the future, attempt to fraudulently induce our employees to disclose sensitive, personal
or confidential information via illegal electronic spamming, phishing or other tactics. This existing risk has somewhat increased given the COVID-19
pandemic, as we shifted a portion of our workforce to more frequent work-from-home arrangements. Unauthorized parties may also attempt to gain
physical access to our facilities in order to infiltrate our information systems or attempt to gain logical access to our products, services, or information
systems for the purpose of exfiltrating content and data. These actual and potential breaches of our security measures and the accidental loss,
inadvertent disclosure or unauthorized dissemination of proprietary information or sensitive, personal or confidential data about us, our employees or
our customers, including the potential loss or disclosure of such information or data as a result of hacking, fraud, trickery or other forms of deception,
could expose us, our employees or our customers to a risk of loss or misuse of this information. This may result in litigation and liability or fines, our
compliance with costly and time-intensive notice requirements, governmental inquiry or oversight or a loss of customer confidence, any of which
could harm our business or damage our brand and reputation, thereby requiring time and resources to mitigate these impacts.
We have invested in advanced detection, prevention and proactive systems to reduce these risks and we believe that our level of protection is in
keeping with the industry standards of peer technology companies. We also maintain a disaster recovery solution, as a means of assuring that a
breach or cyber attack does not necessarily cause the loss of our information. We furthermore review our protections and remedial measures
periodically in order to ensure that they are adequate. We devote resources to address security vulnerabilities through enhancing security and
reliability features in our systems, code hardening, conducting rigorous penetration tests, deploying updates to address security vulnerabilities,
providing resources such as mandatory security training for our workforce and improving our incident response time, but security vulnerabilities
cannot be totally eliminated. The cost of these steps could reduce our operating margins.
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Despite these protective systems and remedial measures, techniques used to obtain unauthorized access are constantly changing, are becoming
increasingly more sophisticated and often are not recognized until after an exploitation of information has occurred. We may be unable to anticipate
these techniques or implement sufficient preventative measures, and we therefore cannot assure you that our preventative measures will be successful
in preventing compromise and/or disruption of our information technology systems and related data. We furthermore cannot be certain that our
remedial measures will fully mitigate the adverse financial consequences of any cyber-attack or incident. If we do not make the appropriate level of
investment in our technology systems or if our systems become out-of-date or obsolete and we are not able to deliver the quality of data security that
meet our independent security control certification requirements, our business could be adversely affected.
Security vulnerabilities in our software solutions could lead to reduced revenue or to liability claims.
Maintaining the security of the software solutions and related services that we offer is a critical issue for us and our customers. Security researchers,
criminal hackers and other third parties regularly develop new techniques to penetrate our customers’ end points, information systems and network
security measures. Cyber threats are constantly evolving and becoming increasingly sophisticated and complex, making it increasingly difficult to
detect and successfully defend against them. Unauthorized parties have, in the past, infiltrated our internal IT systems, gaining access to certain
proprietary information. If they were to similarly breach the security related to, and misuse, software solutions that we offer, they might access the
authentication, payment and personal information of our customers. In addition, cyber-attackers (which may include individuals or groups, as well as
sophisticated groups such as nation-state and state-sponsored attackers, who can deploy significant resources to plan and carry out exploits) also
develop and deploy viruses, worms, credential stuffing attack tools and other malicious software programs, some of which may be specifically
designed to attack the solutions and services that we offer.
Software and operating system applications that we develop have contained and may contain defects in design or manufacture, including bugs,
vulnerabilities and other problems that could unexpectedly compromise the security of the software or impair a customer’s ability to operate or use
our solutions. The costs to prevent, eliminate, mitigate, or alleviate cyber-attacks or other security problems, bugs, viruses, worms, malicious
software programs and security vulnerabilities are significant, and our efforts to address these problems, including notifying affected parties, may not
be successful or may be delayed and could result in interruptions, delays, cessation of service and loss of existing or potential customers. It is
impossible to predict the extent, frequency or impact these problems may have on us.
Actual and potential breaches of our security measures and the accidental loss, inadvertent disclosure or unauthorized dissemination of proprietary
information or sensitive, personal or confidential data about our customers, including the potential loss or disclosure of such information or data as a
result of hacking, fraud, trickery or other forms of deception, could expose our customers to a risk of loss or misuse of this information. This may
result in litigation and liability or fines, our compliance with costly and time-intensive notice requirements, governmental inquiry or oversight or a
loss of customer confidence, any of which could harm our business or damage our brand and reputation, thereby requiring time and resources to
mitigate these impacts.
From time to time we have identified, and in the future we may identify other, vulnerabilities in some of our solutions and services. We devote
significant resources to address security vulnerabilities through engineering more secure solutions, enhancing security and reliability features in our
solutions and services, code hardening, conducting rigorous penetration tests, deploying updates to address security vulnerabilities, regularly
reviewing our solutions’ security controls, reviewing and auditing our solutions against independent security control frameworks (such as ISO 27001,
SOC 2 and PCI), providing resources such as security training for our customers’ workforces and improving our incident response time, but security
vulnerabilities cannot be totally eliminated. The cost of these steps could reduce our operating margins, and we may be unable to implement these
measures quickly enough to prevent cyber-attackers from gaining unauthorized access into our solutions. Despite our preventative efforts, actual or
perceived security vulnerabilities in our solutions may harm our reputation or lead to claims against us (and have in the past led to such claims) and
could lead some customers to stop using certain systems or services, to reduce or delay future purchases of solutions or services, or to use competing
solutions or services. If we do not make the appropriate level of investment in our solutions or if our solutions become out-of-date or obsolete and we
are not able to deliver the quality of data security our customers require, our business could be adversely affected. Customers may also adopt security
measures designed to protect their existing computer systems from attack, which could delay their adoption of our new solutions. Moreover, delayed
sales, lower margins or lost customers resulting from disruptions caused by cyber-attacks and implementation of preventative measures could
adversely affect our financial results, share price and reputation.
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Regulation of the internet and telecommunications, privacy and data security may adversely affect sales of our products and result in increased
compliance costs.
As internet commerce continues to evolve, increasing regulation by federal, state or foreign agencies and industry groups becomes more likely. For
example, we believe increased regulation is likely with respect to the solicitation, collection, processing or use of personal, financial and consumer
information as regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning data protection,
privacy and data security. In addition, the interpretation and application of consumer and data protection laws and industry standards in the United
States, Europe and elsewhere are often uncertain and in flux.
Many jurisdictions continue to consider the need for greater regulation or reform to the existing regulatory framework. In the U.S., all 50 states have
now passed laws to regulate the actions that a business must take in the event of a data breach, such as prompt disclosure and notification to affected
users and regulatory authorities. In addition to the data breach notification laws, some states have also enacted statutes and rules requiring businesses
to reasonably protect certain types of personal information they hold or to otherwise comply with certain specified data security requirements for
personal information. The U.S. federal and state governments will likely continue to consider the need for greater regulation aimed at restricting
certain uses of personal data for targeted advertising. Additionally, California recently enacted the California Consumer Privacy Act, or CCPA, it
creates new individual privacy rights for consumers (as that word is broadly defined in the law) and places increased privacy and security obligations
on entities handling personal data of consumers or households. The CCPA, which went into effect on January 1, 2020, requires covered companies to
provide new disclosures to California consumers, and provides such consumers new ways to opt-out of certain sales of personal information. The
CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach
litigation. The CCPA may increase our compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning
of a trend toward more stringent privacy legislation in the U.S., which could increase our potential liability and adversely affect our business.
In particular, our European activities are subject to the European Union General Data Protection Regulation, or GDPR, which create additional
compliance requirements for us. GDPR broadens the scope of personal privacy laws to protect the rights of European Union citizens and requires
organizations to report on data breaches within 72 hours and be bound by more stringent rules for obtaining the consent of individuals on how their
data can be used. GDPR took effect on May 25, 2018 and non-compliance may expose entities such as our company to significant fines or other
regulatory claims. While we have invested in, and intend to continue to invest in, reasonably necessary resources to comply with these new standards,
to the extent that we fail to adequately comply, that failure could have an adverse effect on our business, financial conditions, results of operations
and cash flows.
In China, the PRC Cybersecurity Law, which became effective in June 2017, leaves substantial uncertainty as to the circumstances and standard
under which the law would apply and violations would be found.
The application of existing laws to cloud-based solutions is particularly uncertain and cloud-based solutions may be subject to further regulation, the
impact of which cannot be fully understood at this time. Moreover, these laws may be interpreted and applied in a manner that is inconsistent with
our data and privacy practices. If so, in addition to the possibility of fines, this could result in an order requiring that we change our data and privacy
practices, which could have an adverse effect on our business and results of operations. Complying with these various laws could cause us to incur
substantial costs or require us to change our business practices in a manner adverse to our business. In addition, any new regulation, or interpretation
of existing regulation, imposing greater fees or taxes on internet-based services, or restricting information exchange over the Web, could result in a
decline in the use and adversely affect sales of our products and our results of operations.
Errors or defects in our software solutions could inevitably arise and would harm our profitability and our reputation with customers, and could
even give rise to claims against us.
The quality of our solutions, including new, modified or enhanced versions thereof, is critical to our success. Since our software solutions are
complex, they may contain errors that cannot be detected at any point in their testing phase. While we continually test our solutions for errors or
defects and work with customers to identify and correct them, errors in our technology may be found in the future. Testing for errors or defects is
complicated because it is difficult to simulate the breadth of operating systems, user applications and computing environments that our customers
use, and our solutions themselves are increasingly complex. Errors or defects in our technology have resulted in terminated work orders and could
result in delayed or lost revenue, diversion of development resources and increased services, termination of work orders, damage to our brand and
warranty and insurance costs in the future. In addition, time-consuming implementations may also increase the number of services personnel we must
allocate to each customer, thereby increasing our costs and adversely affecting our business, results of operations and financial condition.
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In addition, since our customers rely on our solutions to operate, monitor and improve the performance of their business processes, they are sensitive
to potential disruptions that may be caused by the use of, or any defects in, our software. As a result, we may be subject to claims for damages related
to software errors in the future. Liability claims could require us to spend significant time and money in litigation or to pay significant damages.
Regardless of whether we prevail, diversion of key employees’ time and attention from our business, the incurrence of substantial expenses and
potential damage to our reputation might result. While the terms of our sales contracts typically limit our exposure to potential liability claims and we
carry errors and omissions insurance against such claims, there can be no assurance that such insurance will continue to be available on acceptable
terms, if at all, or that such insurance will provide us with adequate protection against any such claims. A significant liability claim against us could
have a material adverse effect on our business, results of operations and financial position. Our standard license agreement with our customers
contains provisions designed to limit our exposure to potential product liability claims that may not be effective or enforceable under the laws of
some jurisdictions. In addition, the professional liability insurance that we maintain may not be sufficient against potential claims. Accordingly, we
could fail to realize revenues and suffer damage to our reputation as a result of, or in defense of, a substantial claim.
Third parties have in the past, and may in the future, claim that we infringe upon their intellectual property rights and such claims could harm
our business.
The software industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patents and
other intellectual property rights. In particular, leading companies in the software industry own large numbers of patents, copyrights, trademarks and
trade secrets, which they may use to assert claims against us. From time to time, third parties, including certain of these leading companies, may
assert patent, copyright, trademark or other intellectual property claims against us, our customers and partners, and those from whom we license
technology and intellectual property.
Although we believe that our products and services do not infringe upon the intellectual property rights of third parties, we cannot assure you that
third parties will not assert infringement or misappropriation claims against us with respect to current or future products or services, or that any such
assertions will not require us to enter into royalty arrangements or result in costly litigation or result in us being unable to use certain intellectual
property. We cannot assure you that we are not infringing or otherwise violating any third-party intellectual property rights. Infringement assertions
from third parties may involve patent holding companies or other patent owners who have no relevant product revenues, and therefore our own
issued and pending patents may provide little or no deterrence to these patent owners in bringing intellectual property rights claims against us.
Any intellectual property infringement or misappropriation claim or assertion against us, our customers or partners, and those from whom we license
technology and intellectual property could have a material adverse effect on our business, financial condition, reputation and competitive position
regardless of the validity or outcome. If we are forced to defend against any infringement or misappropriation claims, whether they are with or
without merit, are settled out of court, or are determined in our favor, we may be required to expend significant time and financial resources on the
defense of such claims. Furthermore, an adverse outcome of a dispute may require us to pay damages, potentially including treble damages and
attorneys’ fees, if we are found to have willfully infringed on a party’s intellectual property; cease making, licensing or using our products or services
that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our products or
services; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or works; and to
indemnify our partners, customers, and other third parties. Royalty or licensing agreements, if required or desirable, may be unavailable on terms
acceptable to us, or at all, and may require significant royalty payments and other expenditures. Any of these events could seriously harm our
business, results of operations and financial condition. In addition, any lawsuits regarding intellectual property rights, regardless of their success,
could be expensive to resolve and divert the time and attention of our management and technical personnel.
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Although we apply measures to protect our intellectual property rights and our source code, there can be no assurance that the measures that we
employ to do so will be successful.
In accordance with industry practice, since we have no registered patents on our software solution technologies, we rely on a combination of
contractual provisions and intellectual property law to protect our proprietary technology. We believe that due to the dynamic nature of the computer
and software industries, copyright protection is less significant than factors such as the knowledge and experience of our management and personnel,
the frequency of product enhancements and the timeliness and quality of our support services. We seek to protect the source code of our products as
trade secret information and as unpublished copyright works. We also rely on security and copy protection features in our proprietary software. We
distribute our products under software license agreements that grant customers a personal, non-transferable license to use our products and contain
terms and conditions prohibiting the unauthorized reproduction or transfer of our products. In addition, while we attempt to protect trade secrets and
other proprietary information through non-disclosure agreements with employees, consultants and distributors, not all of our employees have signed
invention assignment agreements. Although we intend to protect our rights vigorously, there can be no assurance that these measures will be
successful. Our failure to protect our rights, or the improper use of our products by others without licensing them from us could have a material
adverse effect on our results of operations and financial condition.
We and our customers rely on technology and intellectual property of third-parties, the loss of which could limit the functionality of our products
and disrupt our business.
We use technology and intellectual property licensed from unaffiliated third-parties in certain of our products, and we may license additional third-
party technology and intellectual property in the future. Any errors or defects in this third-party technology and intellectual property could result in
errors that could harm our brand and business. In addition, licensed technology and intellectual property may not continue to be available on
commercially reasonable terms, or at all. The loss of the right to license and distribute this third-party technology could limit the functionality of our
products and might require us to redesign our products.
Further, although we believe that there are currently adequate replacements for the third-party technology and intellectual property we presently use
and distribute, the loss of our right to use any of this technology and intellectual property could result in delays in producing or delivering affected
products until equivalent technology or intellectual property is identified, licensed or otherwise procured, and integrated. Our business would be
disrupted if any technology and intellectual property we license from others or functional equivalents of this software were either no longer available
to us or no longer offered to us on commercially reasonable terms. In either case, we would be required either to attempt to redesign our products to
function with technology and intellectual property available from other parties or to develop these components ourselves, which would result in
increased costs and could result in delays in product sales and the release of new product offerings. Alternatively, we might be forced to limit the
features available in affected products. Any of these results could harm our business and impact our results of operations.
We could be required to provide the source code of our products to our customers.
Some of our customers have the right to require the source code of our products to be deposited into a source code escrow. Under certain
circumstances, our source code could be released to our customers. The conditions triggering the release of our source code vary by customer. A
release of our source code would give our customers access to our trade secrets and other proprietary and confidential information that could harm
our business, results of operations and financial condition. A few of our customers have the right to use the source code of some of our products
based on the license agreements signed with such clients (mostly with respect to older versions of our solutions), although such use is limited for
specific matters and cases, these clients are exposed to some of our trade secrets and other proprietary and confidential information which could harm
us.
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Some of our services and technologies may use “open source” software, which may restrict how we use or distribute our services or require that
we release the source code of certain products subject to those licenses.
Some of our services and technologies may incorporate software licensed under so-called “open source” licenses, including, but not limited to, the
GNU General Public License and the GNU Lesser General Public License. In addition to risks related to license requirements, usage of open source
software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or
controls on origin of the software. Additionally, open source licenses typically require that source code subject to the license be made available to the
public and that any modifications or derivative works to open source software continue to be licensed under open source licenses. These open source
licenses typically mandate that proprietary software, when combined in specific ways with open source software, become subject to the open source
license. If we combine our proprietary software with open source software, we could be required to release the source code of our proprietary
software.
We take steps to ensure that our proprietary software is not combined with, and does not incorporate, open source software in ways that would
require our proprietary software to be subject to an open source license. However, few courts have interpreted open source licenses, and the manner
in which these licenses may be interpreted and enforced is therefore subject to some uncertainty. Additionally, we rely on multiple software
programmers to design our proprietary technologies, and although we take steps to prevent our programmers from including open source software in
the technologies and software code that they design, write and modify, we do not exercise complete control over the development efforts of our
programmers and we cannot be certain that our programmers have not incorporated open source software into our proprietary products and
technologies or that they will not do so in the future. In the event that portions of our proprietary technology are determined to be subject to an open
source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies, or
otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our services and technologies and
materially and adversely affect our business, results of operations and prospects.
Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our
competitors from benefiting from the expertise of some of our former employees.
We generally enter into non-competition agreements with our employees. These agreements prohibit our employees from competing directly with us
or working for our competitors or clients for a limited period after they cease working for us. We may be unable to enforce these agreements under
the laws of the jurisdictions in which our employees work and it may be difficult for us to restrict our competitors from benefiting from the expertise
that our former employees or consultants developed while working for us. For example, Israeli courts have required employers seeking to enforce
non-compete undertakings of a former employee to demonstrate that the competitive activities of the former employee will harm one of a limited
number of material interests of the employer that have been recognized by the courts, such as the secrecy of a company’s confidential commercial
information or the protection of its intellectual property. If we cannot demonstrate that such interests will be harmed, we may be unable to prevent
our competitors from benefiting from the expertise of our former employees or consultants and our ability to remain competitive may be diminished.
Our business may be materially affected by changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these
policies, or the uncertainty surrounding their potential effects, could adversely affect our results of operations and share price.
As a multinational corporation, we are subject to income taxes, withholding taxes and indirect taxes in numerous jurisdictions worldwide. Significant
judgment and management attention and resources are required in evaluating our tax positions and our worldwide provision for taxes. In the ordinary
course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. In addition, our tax obligations
and effective tax rates could be adversely affected by changes in the relevant tax, accounting, and other laws, regulations, principles and
interpretations. This may include recognizing tax losses or lower than anticipated earnings in jurisdictions where we have lower statutory rates and
higher than anticipated earnings in jurisdictions where we have higher statutory rates, changes in foreign currency exchange rates, or changes in the
valuation of our deferred tax assets and liabilities.
We may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us. If we experience unfavorable results from
one or more such tax audits, there could be an adverse effect on our tax rate and therefore on our net income. Although we believe our tax estimates
are reasonable, the final determination of any tax audits or litigation could be materially different from our historical tax provisions and accruals,
which could have a material adverse effect on our operating results or cash flows in the period or periods for which a determination is made.
Additionally, we are subject to transfer pricing rules and regulations, including those relating to the flow of funds between us and our affiliates,
which are designed to ensure that appropriate levels of income are reported in each jurisdiction in which we operate.
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Certain of our credit facility agreements with banks and other financial institutions are subject to a number of restrictive covenants that, if
breached, could result in acceleration of our obligation to repay our debt.
In the context of our engagements with banks and other financial institutions for receiving various credit facilities, we have undertaken to maintain a
number of conditions and limitations on the manner in which we can operate our business, including a negative pledge and limitations on our ability
to distribute dividends. These credit facilities agreements also contain various financial covenants that require us to maintain certain financial ratios
related to shareholders’ equity, total rate of financial liabilities and minimum outstanding balance of total cash and short-term investments. These
limitations and covenants may force us to pursue less than optimal business strategies or forego business arrangements that could have been
financially advantageous to us and, by extension, to our shareholders. A breach of the restrictive covenants could result in the acceleration of our
obligations to repay our debt. As of December 31, 2022, we were in compliance with all of our financial covenants to banks and other financial
institutions. See Note 12 to our consolidated financial statements for additional information on liabilities to banks and other financial institutions.
Increasing scrutiny and changing expectations from investors, lenders, customers and other market participants with respect to our
Environmental, Social and Governance, or ESG, policies may impose additional costs on us or expose us to additional risks.
Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investors, lenders and other market participants are
increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
The increased focus and activism related to ESG may hinder our access to capital, as investors and lenders may reconsider their capital investment
allocation as a result of their assessment of our ESG practices. If we do not adapt to or comply with investor, lender or other industry shareholder
expectations and standards, which are evolving, or if we are perceived to have not responded appropriately to the growing concern for ESG issues,
regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition and the
price of our company’s shares could be materially and adversely affected.
Macro-economic headwinds caused by inflation, rising interest rates, global supply problems and fluctuations in currency exchange rates may
adversely impact our revenues, profitability and cash flows.
Our business depends on overall demand within the global information technology sector, the economic health of our current and prospective clients,
and worldwide economic conditions. We market and sell our software solutions and services primarily in North America and in Israel, as well as, to a
smaller extent, in various parts of the rest of the world. Adverse economic conditions in those markets, including due to rising inflation, increased
interest rates and decreased economic output may reduce overall demand for our insurance software solutions and services. These factors could also
delay or lengthen our sales cycles, and inhibit our international expansion, and may also lead to longer collection cycles for payments due from our
customers, as well as result in an increase in customer bad debt. In addition, the weakening of European currencies in comparison to the U.S. dollar
has been adversely impacting in a material manner, and may continue to adversely impact, our revenues and our results of operations as measured in
U.S. dollars. While the implications of these macroeconomic trends for our business, results of operations and overall financial position remain
uncertain over the long term, the headwinds that are being created by these trends are creating challenges for our business in the short term. In 2022,
we experienced a slower growth rate in revenues, profitability and cash flows as a result of those headwinds.
In addition to exerting the foregoing impact, macro-economic headwinds may amplify a number of risks for us, including, but not limited to, the
following:
● our ability to increase sales of new, enhanced solutions to existing customers may be hindered due to more cautious purchasing and
investment strategies by corporate customers;
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● reduced economic activity, which could lead to a prolonged recession, could negatively impact customer discretionary spending on
insurance solutions, which in turn could substantially impact our business operations and financial condition in an adverse manner;
● our customer success efforts, our ability to enter into new markets and to acquire new customers may be impeded, in part due to lengthening
of our sales cycles;
● there may be an increase in our credit losses reserves as customers face economic hardship and collectability becomes more uncertain,
including due to the risk of bankruptcies;
● our ability to retain, attract and recruit employees may be adversely impacted if our growth rate and profitability decrease;
● our ability to complete acquisitions may be hampered if we need to seek financing for such acquisitions; and
● our ability to raise capital may be hurt.
The full impact of economic headwinds on our business and our future performance may also have the effect of heightening any of our other risk
factors described in this annual report, and is difficult to predict how long those trends will continue, so there is some level of risk that any guidance
we provide to the market may turn out to be incorrect.
If we are unable to maintain effective internal control over financial reporting in accordance with Sections 302 and 404(a) of the Sarbanes-Oxley
Act of 2002, the reliability of our financial statements may be questioned and our share price may suffer.
The Sarbanes-Oxley Act of 2002 imposes certain duties on us and on our executives and directors. To comply with this statute, we are required to
document and test our internal control over financial reporting, and our independent registered public accounting firm must issue an attestation report
on our internal control procedures, and our management is required to assess and issue a report concerning our internal control over financial
reporting. Our efforts to comply with these requirements have resulted in increased general and administrative expenses and a diversion of
management time and attention, and we expect these efforts to require the continued commitment of significant resources. We identified a material
weakness in our internal control over financial reporting as of December 31, 2022 with respect to not having adequate trained resources to retain
sufficient and precise documentation as evidence for performing business processes controls (including automated and IT-dependent manual),
management review controls, and evidence to demonstrate completeness and accuracy of information prepared by entity (“IPE”). While we are in the
process of designing a remediation plan to improve our internal controls and procedures, we may in the future identify material weaknesses or
significant deficiencies in our assessments of our 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 adversely affect our operating results, investor
confidence in our reported financial information and the market price of our ordinary shares.
Risks Related to Our Ordinary Shares
Our Ordinary Shares are traded on more than one market and this may result in price variations.
Our Ordinary Shares are traded primarily on the NASDAQ Global Select Market and on the TASE. Trading of our Ordinary Shares on these markets
is made in different currencies (U.S. dollars on the NASDAQ Global Select Market and NIS on the TASE) and at different times (resulting from
different time zones, different trading days and different public holidays in the United States and Israel). Consequently, the trading prices of our
Ordinary Shares on these two markets may differ. Any decrease in the trading price of our Ordinary Shares on one of these markets could cause a
decrease in the trading price of our Ordinary Shares on the other market.
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There is a relatively limited trading volume for our shares, which reduces liquidity for our shareholders, and may cause the share price to be
volatile, all of which may lead to losses by investors.
There has historically been limited trading volume in our Ordinary Shares, both on the NASDAQ Global Select Market and the TASE, which results
in reduced liquidity for our shareholders. As a further result of the limited volume, our Ordinary Shares have experienced significant market price
volatility in the past and may experience significant market price and volume fluctuations in the future, in response to factors such as announcements
of developments related to our business, announcements by competitors, quarterly fluctuations in our financial results and general conditions in the
industry in which we compete.
We are a foreign private issuer under the rules and regulations of the SEC and are therefore exempt from a number of rules under the Exchange
Act and are permitted to file less information with the SEC than a domestic U.S. reporting company, which reduces the level and amount of
disclosure that you receive.
As a foreign private issuer under the Exchange Act, we are exempt from certain rules under the Exchange Act, including the proxy rules, which
impose certain disclosure and procedural requirements for proxy solicitations. Moreover, we are not required to file periodic reports and financial
statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act; and are not
required to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, our
officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the
Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our Ordinary Shares. Accordingly, you receive less
information about our company than you would receive about a domestic U.S. company, and are afforded less protection under the U.S. federal
securities laws than you would be afforded in holding securities of a domestic U.S. company.
As a foreign private issuer whose shares are listed on the NASDAQ Global Select Market, we are permitted to follow certain home country corporate
governance practices instead of certain requirements of the NASDAQ Stock Market Rules. Among other things, as a foreign private issuer we may
also follow home country practice with regard to, the composition of the board of directors, director nomination procedure, compensation of officers
and quorum at shareholders’ meetings. In addition, we may follow our home country law, instead of the NASDAQ Stock Market Rules, which
require that we 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. Accordingly, our shareholders
may not be afforded the same protection as provided under NASDAQ’s corporate governance rules. In addition, as foreign private issuer, we are not
required to file quarterly reviewed financial statements. A foreign private issuer that elects to follow a home country practice instead of such
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.
As of April 1, 2023 our controlling shareholder, Formula Systems (1985) Ltd., beneficially owns approximately 46.26% of our outstanding
Ordinary Shares and therefore has a controlling influence over matters requiring shareholder approval, which could delay or prevent a change
of control that may benefit our public shareholders.
Formula Systems (1985) Ltd., or Formula Systems (symbol: FORTY), an Israeli company whose shares trade on the NASDAQ Global Select Market
and the TASE, directly owned 22,710,106 or 46.26%, of our outstanding Ordinary Shares as of April 1, 2023. Asseco Poland S.A., or Asseco, a
Polish company listed on Warsaw Stock Exchange, owns 25.82% of the outstanding shares of Formula Systems. Guy Bernstein, our Chief Executive
Officer who is also the Chief Executive Officer of Formula Systems, owns as of April 1, 2023 approximately 11.73% of the outstanding shares of
Formula Systems.
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Although transactions between us and our controlling shareholders are subject to special approvals under Israeli law, Formula and Asseco may
exercise their controlling influence over our operations and business strategy and use their sufficient voting power to control the outcome of various
matters requiring shareholder approval. These matters may include:
● The composition of our board of directors, which has the authority to direct our business and to appoint and remove our officers;
● Approving or rejecting a merger, consolidation or other business combination;
● Raising future capital; and
● Amending our Articles, which govern the rights attached to our Ordinary Shares.
This concentration of ownership of our Ordinary Shares could delay or prevent proxy contests, mergers, tender offers, open-market purchase
programs or other purchases of our Ordinary Shares that might otherwise give one the opportunity to realize a premium over the then-prevailing
market price of our Ordinary Shares. This concentration of ownership may also adversely affect our share price.
We may be classified as a passive foreign investment company, or PFIC, which would subject our U.S. investors to adverse tax rules.
U.S. holders of our Ordinary Shares may face income tax risks. Based on the composition of our income, assets (including the value of our goodwill,
going-concern value or any other unbooked intangibles, which may be determined based on the price of the ordinary shares), and operations, we
believe we will not be classified as a “passive foreign investment company”, or PFIC, for the 2022 taxable year. However, because PFIC status is
based on our income, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for
our current taxable year or future taxable years until after the close of the applicable taxable year. Moreover, we must determine our PFIC status
annually based on tests that are factual in nature, and our status in the current year and future years will depend on our income, assets and activities in
each of those years and, as a result, cannot be predicted with certainty as of the date hereof. Furthermore, fluctuations in the market price of our
ordinary shares may cause our classification as a PFIC for the current or future taxable years to change because the aggregate value of our assets for
purposes of the asset test, including the value of our goodwill and unbooked intangibles, generally will be determined by reference to the market
price of our shares from time to time (which may be volatile). The IRS or a court may disagree with our determinations, including the manner in
which we determine the value of our assets and the percentage of our assets that are passive assets under the PFIC rules. Therefore, there can be no
assurance that we will not be a PFIC for the current taxable year or for any future taxable year. Our treatment as a PFIC could result in a reduction in
the after-tax return to U.S. Holders (as defined below under Item 10E. “Additional Information – Taxation”) 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 “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 a trade or business. If we are treated as a PFIC, U.S. Holders of Ordinary Shares
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. 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.
We have a history of quarterly fluctuations in our results of operations and expect these fluctuations to continue.
We have experienced, and in the future may continue to experience, significant fluctuations in our quarterly results of operations. Factors that may
contribute to fluctuations in our quarterly results of operations include:
● The size and timing of orders;
● The high level of competition that we encounter;
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● The timing of our products introductions or enhancements or those of our competitors or of providers of complementary products;
● Market acceptance of our new products, applications and services;
● The purchasing patterns and budget cycles of our customers and end-users;
● The mix of product sales;
● Fluctuations in currency exchange rates;
● General economic conditions; and
● The integration of newly acquired businesses.
Our customers ordinarily require the delivery of our license software solutions promptly after we accept their orders. With the exception of contracts
for services and packaged software solution projects, which normally would extend between nine to eighteen months, we usually do not have a
backlog of orders for our products. Consequently, revenues from our products in any quarter depend on orders received and products provided by us
and accepted by the customers in that quarter. A deferral in the placement and acceptance of any large order from one quarter to another or from one
year to another could adversely affect our results of operations for the respective quarter or year. Our customers sometimes require an acceptance test
for services and packaged software solutions projects we provide and as a result, we may have a significant backlog of orders arising from those
services and projects. Our revenues from services depend on orders received and services provided by us and accepted by our customers in that
quarter. If sales in any quarter or year do not increase correspondingly or if we do not reduce our expenses in response to level or declining revenues
in a timely fashion, our financial results for that period may be adversely affected. For these reasons, quarter-to-quarter comparisons of our results of
operations are not necessarily meaningful and you should not rely on the results of our operations in any particular quarter as an indication of future
performance.
Risks Related 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 organized under the laws of the State of Israel, and our principal executive offices and manufacturing and research and development facilities
are located in 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.
In recent years, Israel has been subject to certain political instability and increased number of elections were held. Actual or perceived political
instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy
and, in turn, our business, financial condition, results of operations and growth prospects
Conflicts in North Africa and the Middle East, including in Egypt and Syria that 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 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 our business, financial condition and results of operations in the future.
Furthermore, there are a number of countries, primarily in the Middle East, as well as Malaysia and Indonesia, that restrict business with Israel or
Israeli companies, and we are precluded from marketing our products to these countries. Restrictive laws or policies directed towards Israel or Israeli
businesses may have an adverse impact on our operations, our financial results or the expansion of our business.
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Our results of operations may be adversely affected by the obligation of our personnel to perform military service.
Many of our executive officers and employees 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.
We currently have the ability to benefit from certain government tax benefits, which may be cancelled or reduced in the future.
We are currently eligible to receive certain tax benefits under programs of the Government of Israel. In order to maintain our eligibility for these tax
benefits, we must continue to meet specific requirements. If we fail to comply with these requirements in the future, such tax benefits may be
cancelled.
Service and enforcement of legal process on us and our directors and officers may be difficult to obtain.
We are organized in Israel and some of our directors and executive officers reside outside the United States. Service of process upon them may be
difficult to effect within the United States. Furthermore, most of our assets and the assets of some of our executive officers are located outside the
United States. Therefore, a judgment obtained against us or any of them in the United States, including one based on the civil liability provisions of
the U.S. federal securities laws may not be collectible in the United States and may not be enforced by an Israeli court. It also may be difficult for
you to assert U.S. securities law claims in original actions instituted in Israel.
Provisions of Israeli law may delay, prevent or make difficult an acquisition of us, which could prevent a change of control and therefore depress
the price of our shares.
Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for
transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions.
Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to some of our shareholders. These provisions of Israeli
corporate and tax law may have the effect of delaying, preventing or complicating a merger with, or other acquisition of, us. This could cause our
Ordinary Shares to trade at prices below the price for which third parties might be willing to pay to gain control of us. Third parties who are
otherwise willing to pay a premium over prevailing market prices to gain control of us may be unable or unwilling to do so because of these
provisions of Israeli law.
The rights and responsibilities of our shareholders are governed by Israeli law and differ in some respects from the rights and responsibilities of
shareholders under U.S. law.
We are organized under Israeli law. The rights and responsibilities of holders of our Ordinary Shares are governed by our memorandum of
association, articles of association and by Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of
shareholders in typical 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 at the general meeting with respect to, among other things, amendments to a company’s articles of association, compensation
policy, increases in a company’s authorized share capital, mergers and actions and transactions involving interests of officers, directors or other
interested parties which require the shareholders’ general meeting’s approval. In addition, a controlling shareholder of an Israeli company or a
shareholder who knows that he or she possesses the power to determine the outcome of a vote at a meeting of our shareholders, or who has, by virtue
of the company’s articles of association, the power to appoint or prevent the appointment of an office holder in the company, or any other power with
respect to the company, has a duty of fairness toward the company. The Israeli Companies Law does not establish criteria for determining whether or
not a shareholder has acted in good faith.
Our corporate headquarters, board of directors, many of our executives, and a portion of our employees are located in Israel and we may
therefore be adversely affected by security, economic or political instability in Israel.
Our corporate headquarters, as well as our directors, many of our executives, and a portion of our employees (including key employees), are located
in or residents of Israel. Accordingly, adverse security, economic and political conditions in Israel may directly affect our business. Since the
establishment of the State of Israel, a number of armed conflicts have taken place between Israel and its neighboring countries. Recent conflicts have
involved missile strikes against civilian targets in various parts of Israel, including areas where our facilities are located, and negatively affected
business conditions in Israel. Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions,
harm our results of operations and make it more difficult for us to raise capital.
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In addition to security concerns, the Israeli government is currently pursuing certain changes to Israel’s judicial system and legislation. In response to
the foregoing proposed changes, some individuals, organizations and institutions, both within and outside of Israel, have commented that the
proposed changes may negatively impact the business environment in Israel, including due to increased currency fluctuations and downgrades in
credit rating. To the extent that any of these negative developments do occur, they may have an adverse effect on our business and results of
operations.
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
Corporate details
Our legal and commercial name is Magic Software Enterprises Ltd. We were organized and registered in Israel on February 10, 1983 and began
operations in 1986. We are a public limited liability company and operate under the provisions of the state of Israel. Our Ordinary Shares have been
listed on the NASDAQ Global Stock Market (symbol: MGIC) since our initial public offering in the United States on August 16, 1991. On January 3,
2011, our shares were transferred to the NASDAQ Global Select Market. Since November 16, 2000, our Ordinary Shares have also traded on the Tel
Aviv Stock Exchange, or the TASE, and since December 15, 2011, our shares have been included in the TASE TA-125 Index.
Capital Transactions since January 1, 2020
On January 1, 2020, we acquired an additional 20.05% interest in our subsidiary, Roshtov Software Industries Ltd (“Roshtov”), an Israeli-based
software company that is a market leader in Israel in patient record information systems, for a total cash consideration of approximately $15 million,
which was paid upon closing. We currently hold 80.05% of Roshtov. We and the sellers hold mutual call and put options for the remaining 19.95%
interest in Roshtov.
On April 15, 2020, we acquired an additional 10.17% interest in our subsidiary Comblack IT Ltd. (“Comblack”), an Israeli-based company that
specializes in software professional and outsource management services for mainframes and complex large-scale environments, for a total cash
consideration of approximately $3.6 million, of which $3 million was paid upon closing and the remainder is payable over a period of up to 18
months. In addition to the cash consideration, we have in place a contingent consideration mechanism according to which an additional amount may
be paid in the event Comblack meets certain income thresholds. In April 2022, based on Comblack operating results in 2020 and 2021, we paid an
additional NIS 1.7 million as final consideration with respect to the contingent consideration. We currently hold an 80.2% stake in Comblack.
Comblack holds a put option in respect to its remaining 19.8% holding.
On May 7, 2020, we acquired Aptonet Inc (“Aptonet”), a U.S.-based services company, specializes in IT staffing and recruiting, for a total
consideration of $4.7 million of which $3.7 million was paid upon closing and the remaining $1.0 million was payable in two installments, six and
twelve months following the closing date. During 2020 and 2021, we paid the remainder of the consideration in two equal installments of $0.5
million each.
On September 2, 2020, we acquired Stockell Information Systems, Inc (“Stockell”), a U.S.-based services company, specializes in IT staffing and
recruiting, for a total consideration of $7.714 million, of which $6.265 million was paid upon closing and the remaining $1.449 million was payable
twelve months following the closing date. In December 2021, following the discovery of a few discrepancies in the sellers’ disclosures, we paid
$0.76 million as final consideration to settle the remainder of the purchase price.
On January 1, 2021, we, through one of our Israeli subsidiaries, acquired 60% of the shares of 9540 Y.G. Soft IT Ltd. (“Soft IT”), an Israel-based
services company which specializes in outsourcing of software development services for a total consideration of up to $1.1 million. We paid $0.4
million upon closing, $0.3 million was paid on July 4, 2021, and the remaining amount of $0.4 million constitutes a contingent payment depending
on the future operating results of IT Soft. The fair value of the contingent consideration amounted to $0.5 million as of the acquisition date. We and
Soft IT minority shareholder hold mutual call and put options for the remaining 40% interest.
On April 1, 2021, we acquired EnableIT, LLC and its subsidiary (“EnableIT”), a U.S.-based services company, specializing in IT staffing and
recruiting, for a total consideration of $6.0 million, of which $4.0 million was paid upon closing and the remaining $2.0 million was paid in two
equal installments on April 1, 2022 and April 1, 2023.
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Also on April 1, 2021, we acquired Menarva Ltd. (“Menarva”), an Israeli-based services company which specializes in software solutions for non-
profit organizations for a total estimated consideration of up to $5.594 million, of which, $3.0 million was paid upon closing, with the remaining
$2.594 million payable in two equal installments on April 1, 2022 and 2023, contingent upon the operational results of Menarva. On March 31, 2022,
we paid an amount of $1.1 million.
On December 2, 2021, we entered into a share purchase agreement to acquire 50.1% of the outstanding share capital of Appush Ltd. (formerly known
as Vidstart Ltd.) (“Appush”). Appush is a provider of a video advertising platform that offers personalized automated methods and real-time smart
optimization, helping its clients achieve high yields in the competitive digital ecosystem. The final closing and execution of the Appush Agreement
occurred on January 27, 2022. The total purchase price was approximately $21 million, pf which $11 million were paid in cash, in addition to $1.5
million as an advance payment for future acquisition of the remainder of Appush’s shares. Furthermore, we were obliged to purchase the remainder
of Appush’s shares (30% on December 31, 2022 and 19.9% on December 31, 2023) for a price contingent on Appush’s future operating results
during 2022 and 2023. On April 2022 and 2023, we acquired the remainder of Appush’s shares and we now hold 100% of its shares.
On August 23, 2022, the Company acquired The Goodkind Group, LLC (“TGG”). TGG provides permanent and temporary staffing needs in verious
sectors including: Information Technology, Accounting & Finance, Digital Media, Marketing, Human Resource, Financial Services. TGG specializes
in customizing solutions and programs to their clients. With On-Site programs and sourcing models the Company solutions includes functions which
differs from standard staffing companies. TGG provides assistance in the areas of compensation design and development, employee opinion surveys,
employment policies and practices, performance management, regulatory and compliance issues and succession planning, for a total consideration of
$11.6 million, subject to net working capital adjustments. Of which, $8 million was paid upon closing. The remainder constitues a deferred payment
payable in 2023 and 2024.
On July 1, 2022, the Company acquired Intrabases SAS (“Intrabases”), a provider of IT professional services based in Nantes, France. The
consideration of the transaction is comprised solely from a cash consideration in an amount of $3.4 million.
Our fixed assets capital expenditures for the years ended December 31, 2020, 2021 and 2022 were approximately $2.8 million, $1.4 million, and $4.4
million, respectively. These expenditures were principally for network equipment and computer hardware, as well as for vehicles, furniture, office
equipment and leasehold improvements.
B. BUSINESS OVERVIEW
Our legal and commercial name is Magic Software Enterprises Ltd., and we were organized and registered in Israel on February 10, 1983 and began
operations in 1986. We are a global provider of: (i) software services and Information Technologies (“IT”) outsourcing software services; (ii)
proprietary application development and business process integration platforms; (iii) selected packaged vertical software solutions, as well as (iv)
cloud based services for end to end digital transformation.
Our software technology is used by customers to develop, deploy and integrate on-premise, mobile and cloud-based business applications quickly
and cost effectively. In addition, our technology enables enterprises to accelerate the process of delivering business solutions that meet current and
future needs and allow customers to dramatically improve their business performance and return on investment. We also provide selected verticals
with a complete software solution and return on investment.
Based on our technological capabilities and our specialists, we enable our clients to respond to rapidly evolving market needs and regulatory changes,
while improving the efficiency of their core operations. We have approximately 4,161 employees, who serve our clients at any given time and whose
skills and specialization are a significant source of competitive differentiation. We operate through a network of over 3,000 independent software
vendors, or ISVs, who we refer to as Magic Software Providers, or MSPs, and hundreds of system integrators, distributors, resellers, and consulting
and OEM partners. Thousands of enterprises in approximately 50 countries use our products and services.
Our software technology platforms
Organizations across all industries are digitally transforming by leveraging software to automate and optimize mission critical operations, enhance
customer experiences, and drive competitive differentiation. Historically, organizations have principally relied on off-the-shelf packaged software
and custom software solutions to operationalize and automate their businesses. Packaged software often fails to address unique use cases or to enable
differentiation. It also requires organizations to adapt their business (processes, systems of record, etc.) to the software package, as opposed to
adapting the software to their unique business needs. While traditional custom software solutions can be differentiated and tailored to meet strategic
objectives, development requires a long, iterative, and cumbersome process, as well as costly integration that relies on scarce developer talent. We
enable organizations to differentiate themselves from their competition through software-enabled digital transformation.
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Throughout our history, we have traditionally maintained two major lines of products, one is our application development platform, which today is
known as Magic xpa Application Platform, an evolution of our original metadata-based development platform; and the second is our application
integration platform, Magic xpi Integration Platform, originally introduced in 2003 under the name iBOLT. In December 2011, we acquired the
AppBuilder development platform of BluePhoenix Solutions Ltd., a leading provider of value-driven legacy IT modernization solutions. AppBuilder
is a comprehensive application development infrastructure used by many Fortune 1000 enterprises around the world. This enterprise application
development environment is a powerful, model-driven tool that enables development teams to build, deploy, and maintain large-scale, custom-built
business applications. On April 2019, we acquired the SmartUX development platform of PowWow Inc., a leading Low-Code enterprise mobile
development application platform for citizen to professional developers to rapidly design, build, analyze, and run cross-platform mobile business
applications.
Our low-code platforms employ an intuitive, visual interface and pre-built development modules that reduce the time required to build powerful and
unique applications. Our platform automates the creation of forms, workflows, data structures, reports, user interfaces, and other software elements
that would otherwise need to be manually coded. This functionality greatly reduces the iterative development process, allowing for real-time
optimization and ultimately shortening the time it takes to design, build, and deploy applications.
Our customers leverage our technologies to apply the right automation approach for their specific use case. We believe our unified low-code
platforms are a differentiator in the marketplace. We strive to deeply integrate our capabilities so that they are all interoperable and low-code making
it easier and faster for our clients to address complex use cases, particularly those that involve multiple departments within an organization
Our software technology platforms consist of:
○ Magic xpa Application Platform – a proprietary low-code application platform for developing and deploying Client Server/Mobile/Web
business applications.
○ AppBuilder Application Platform – a proprietary low-code application platform for building, deploying, and maintaining high-end,
mainframe-grade business applications.
○ Magic xpi Integration Platform – a proprietary low-code platform for application integration
○ Magic xpi cloud native – an environment configurations platform based on Kubernetes focuses on scalability, security and resilience.
○ Magic SmartUX – a proprietary low-code enterprise mobile development application platform for citizen to professional developers to
rapidly design, build, analyze, and run cross-platform mobile business applications.
○ FactoryEye – a cloud-based pre-packaged but flexible end-to-end data management platform for manufacturers enabling smooth migration
to Industry 4.0 smart factories. Real-time factory floor visibility and optimization is provided as part of the end-to-end visibility to maximize
production performance and ongoing improvement.
○ Magic Data Management and Analytics Platform – a cloud-based pre-packaged but flexible end-to-end data management platform for all
verticals enabling smooth digital transformation and full organizational business intelligence
Our vertical software packages
○ Clicks™ – offered by our Roshtov subsidiary, is a proprietary comprehensive core software solution for medical record information
management systems, used in the design and management of patient-file for managed care and large-scale healthcare providers. The
platform is connected to each provider clinical, administrative and financial data base system, residing at the provider’s central computer,
and allows immediate analysis of complex data with potentially real-time feedback to meet the specific needs of physicians, nurses,
laboratory technicians, pharmacists, front- and back-office professionals and consumers.
○ Leap™ – offered by our FTS subsidiary, is a proprietary comprehensive core software solution for BSS, including convergent charging,
billing, customer management, policy control, mobile money and payment software solutions for the telecommunications, content, Machine
to Machine/Internet of Things or M2M/IoT, payment and other industries.
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○ Hermes Cargo – offered by our Hermes Logistics Technologies Ltd. subsidiary, the Hermes Air Cargo Management System is a
proprietary, state-of-the-art, packaged software solution for managing air cargo ground handling. Our Hermes Solution covers all aspects of
cargo handling, from physical handling and cargo documentation through customs, seamless EDI communications, dangerous goods and
special handling, tracking and tracing, security and billing. Customers benefit through faster processing and more accurate billing, reporting
and ultimately enhanced revenue. The Hermes Solution is delivered on a licensed or fully hosted basis. Hermes recently supplemented its
offering with the Hermes Business Intelligence (HBI) solution, adding unprecedented data analysis capabilities and management-decision
support tools.
○ HR Pulse – Offered by our Pilat NAI, Inc. and Pilat Europe Ltd. subsidiaries, Pulse (now in its 10th release) is a proprietary tool for the
creation of customizable HCM solutions quickly and affordably. It has been used by Pilat to create products, such as Pilat Frist and Pilat
Professional, that provide “out of the box” SaaS solutions for organizations that implement Continuous Performance and/or Talent
Management.
○ MBS Solution – offered by our Complete Business Solutions Ltd. subsidiary, is a proprietary comprehensive core system for managing TV
broadcast channels.
○ Nativ – offered by our Menarva Ltd. subsidiary, is a proprietary comprehensive core system for management of rehabilitation centers.
○ Mobisale – offered by our Mobisoft Ltd. subsidiary, is a proprietary comprehensive core system for sales and distribution field activities for
consumer goods manufacturers and wholesalers.
Our professional software and IT services
Our software professional services offerings include a vast portfolio of professional services in the areas of infrastructure design and delivery,
application development, technology consulting planning and implementation services, support services, DevOps (Development & Operations),
Mobile, Big Data and Analytical BI, M/F, cloud computing for deployment of highly available and massively-scalable applications and APIs and
supplemental IT outsourcing services to a wide variety of companies, including Fortune 1000 companies, all in accordance with the professional
expertise required in each case with our goal to create significant value for our clients in managing, streamlining, accelerating and helping their
businesses thrive. The talents we provide generally supplement in-house capabilities of our customers. We have extensive and proven experience
with virtually all types of telecom infrastructure technologies in wireless and wire-line as well as in the areas of infrastructure design and delivery,
application development, project management, technology planning and implementation services.
We have substantial experience in end-to-end development of high-end software solutions, beginning with collection and analysis of system
requirements, continuing with architecture specifications and setup, to software implementation, component integration and testing. From concept to
implementation, from application of the ideas of startups requiring the early development of an application or a device, to somewhat larger, more
established enterprises, vendors or system houses who need our team of experts to take full responsibility for the development of their systems and
products. With our ability to draw on our pool of resources, comprised of hundreds of highly trained, skilled, educated and flexible engineers, we
adhere to timelines and budget and work in full transparency with our customers every step of the way to create a tailor-made and cost-effective
solution to answer all of our customers’ unique needs.
Our IT services subsidiaries consist of:
● Coretech Consulting Group LLC
● Fusion Solutions LLC
● Xsell Resources Inc.
● AllStates Consulting Services LLC
● Futurewave Systems, Inc.
● NetEffects, Inc.
● The GoodKind Group LLC.
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● CommIT Group
● Comblack Ltd
● Infinigy Solutions
● Shavit Software Ltd.
● OnTarget Group Inc
● Aptonet Inc
● Stockell information systems
● EnableIT LLC
● Appush Ltd
Partnerships and Alliances:
We continue to build on our existing strategic partnerships that include partnerships with Oracle, JD Edwards, SAP, Salesforce.com, Microsoft, IBM
and SugarCRM to enhance our mobile, integration and cloud offerings.
In March 2018, following an extension of our partnership with Salesforce, we included new features in our Magic xpi 4.7 to make the integration
between Salesforce and other systems even easier. By collaborating with Salesforce, we are significantly expanding our partners’ network and
maximizing our service offering to customers around the world, enabling them to better serve their customers via all channels by connecting to back-
office ERP and finance applications, and streamlining business processes across numerous applications. We have reached the status of Salesforce
Premier ISV partner, showing our high competence expert level, ensuring that all of our customers enterprise software is faultlessly integrated.
We are an Oracle Platinum Partner holding an Oracle Validated Integration status, a SAP Channel Gold Partner holding SAP Certified Integration
status, an IBM Server Proven, and a SYSPRO business partner, among others. We appear on the Salesforce AppExchange and are a featured partner
on SugarCRM’s Sugar Exchange, marketplaces for apps provided by partners. We continue to update and strengthen our relationships with these
major IT partners by attending partner events and by updating and certifying our Magic xpi connectors for each specific ecosystem.
In December 2018, we achieved Microsoft Gold Competency and have maintained this elite status since then. Gold Competency is Microsoft’s
highest level of partner certification reserved for the top one percent of Microsoft elite partners worldwide who have demonstrated expertise and
proven skills with a particular Microsoft technology or service. In addition to that, we earned the Co-Sell Ready Status as a member in the Microsoft
One Commercial Partner (OCP) Program, Magic xpi, which maps data, automates business processes and connects apps, databases, APIs with built-
in Microsoft connectors, and FactoryEye, a 100% cloud-native, microservices-based integration platform are available on the Microsoft AppSource
app store and are listed on the Microsoft Azure Marketplace.
In May 2020, our CommIT Group, achieved Amazon AWS SaaS Competency status. AWS SaaS Competency is designated to help customers find
top AWS consulting partners with deep specialization and experience in designing and building software-as-a-service solutions on AWS.
Organizations are interested in software that is easy to use, implement, and operate. They are looking to reduce time-to-value and obtain access to
innovative product features and flexible software procurement on a consumption or contractual basis. AWS SaaS Competency Partners follow
Amazon Web Services (AWS) best practices for designing and building SaaS solutions through their professional services practices. To qualify for
the AWS SaaS Competency designation, organizations have undergone rigorous technical validation by AWS Partner Solutions Architects and
demonstrated proven customer success. In recent years, Commit has successfully led, developed and produced many SaaS solutions on AWS for
companies across many business sectors, including high-tech and startups, industrial and retail, and insurance and finance. Commit’s unique, flexible
R&D model, which provides complete flexibility in determining the mix of experts, allows for full control of budgets and schedules throughout the
development project. In this framework, We accompany our clients in their digital journey and in their entry into the SaaS world, providing design
and build services for application environments or migration services for applications from existing models to cloud SaaS models. These processes
require software architecture, construction, and software development from both Digital and SaaS, all of which take into account performance
aspects, information security, scalability, infrastructure monitoring, customer experience and billing. Achieving AWS SaaS Competency status
allows us to expand our business offering and even accompany the organizational change for customers who are in the process of transitioning to
SaaS.
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Industry Overview
In recent years, the number of available enterprise applications has grown significantly which has led information system complexity within many
organizations to a level that has obstructed business progress and evolution, reduced business agility and led to significantly higher costs. We believe
this complexity will continue to increase in the future. Although it is not unusual for organizations to operate multiple applications, systems and
platforms that were created utilizing disparate programming languages, the complexity of these environments typically reduces an organization’s
operating flexibility, hinders decision-making processes and leads to costly inefficiencies and redundancies. When organizations seek to swiftly
change, update and upgrade IT assets to support new business processes or to cope with changes in business and regulatory environments, they often
find that the introduction and integration of new or upgraded business applications is more complex than expected, requires significant
implementation resources, takes a long time to implement and is costly. The proliferation of smartphones and mobile platforms necessitates device-
independent and future-proof business solutions for fast, simple, and cost-effective mobile deployment. In addition, new cloud computing
technologies present enterprises with an opportunity to realize greater agility and meaningful cost savings to businesses, creating a growing need for
further changes to enterprises’ IT applications and systems.
The pace of digital transformation is also accelerating at companies all around the world. Customers are increasingly demanding an all-digital
experience from the companies they do business with. They seek instant gratification through real-time updates or instant customer service without
having to talk to or wait for other human beings. Employees are also pushing for a more digital experience in their workplaces. The confluence of
these internal and external forces is causing companies of all sizes to put digital transformation goals at the top of the agenda. It is becoming clearer
that companies will need to embrace and prioritize the creation of a digital operating environment to gain a competitive edge and be able to recruit
and maintain a talented employee base.
Manual coding and application development is a complex and time-consuming process with an end result that is not guaranteed. The process requires
constant iteration as bugs are discovered and new features are integrated. In addition, the communication gap and general disconnect between
developers and end-users are critical shortcomings of manual coding that results in business applications that are less than ideally designed. Many of
these problems can be addressed by low-code and no-code development platforms. The enterprise application development software market consists
of several application development sub-segments and includes large dominant players such as IBM, Microsoft, Oracle, Salesforce, HP, CA
Technologies and Compuware as well as a large number of highly specialized vendors, with focused capabilities for specific vertical markets. Huge
backlogs of enterprise app development work and growing demand for apps coupled with shortage and expense of skilled programmers, is
increasingly leading enterprises to turn to low-code/no-code application development platforms that democratize the development process and give
business users the ability to develop applications themselves with minimal or no assistance from IT. Through the adoption of business applications,
these business users are increasingly looking for ways to automate manual workflows and become more efficient and effective by reallocating their
time to solving more complex business problems. Even IT resources and developers are using low-code development tools to increase their
development speed and reduce backlog.
Although the market for low-code development platforms is not new by any means, it has certainly started to gain more traction over the past couple
of years and is expected to continue its strong growth due to continued demand for applications and a shortage of skilled developers. Low-code
development is a natural evolution of rising abstraction levels in application development, which will eventually lead to viable cross-enterprise,
highly scalable citizen development and composition of applications. According to market analysts spending on low-code development technologies
(excluding RPA) is expected to grow from $9.6 billion in 2020 to $24.7 billion by 2025, at a CAGR of 21%. Based on Gartner’s, Magic Quadrant for
Enterprise Low Code Application Platforms, 8 August 2019, by 2024 low-code application platforms will be responsible for more than 65 percent of
all application development activity and three-quarters of large enterprises will be using at least four low-code development tools for both IT
application development and citizen development initiatives. The increasing need of digitalization and maturity of agile DevOps practices are
expected to enhance the use of low-code development platform market across the globe. Web application is considered as a face of an organization
and by using the low-code development platform organizations can roll out user-defined web-based applications quickly. Instead of writing the
programming language for the development of web-based applications, employees with less development experience can also create sophisticated
applications. For those who has relevant experience, this platform can ease out the daily work chores and can even help them create more custom
web-based applications by integrating already existing digital ecosystems. North America has the presence of several prominent market players
delivering low-code development platform and services to all end users in the region. The US and Canada both have strong economic conditions and
are expected to be major contributors to the growth of the low-code development platform market. The geographical presence, significant research
and development (R&D) activities, partnerships, and acquisitions and mergers are the major factors for the deployment of low-code development
platform and services.
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The IT services segment of the market is comprised of a broad array of specific segments such as infrastructure design and delivery, application
development, technology consulting planning and implementation services, support services and supplemental outsourcing services. In addition, IT
professional services include quality assurance, product engineering services and process consulting. The IT services segment is also undergoing a
profound transition, with some key trends that have accelerated recently. Growing demand for mobile and cloud-based applications as well as Big
Data solutions also entails more complex IT development and integration projects which management and implementation require a higher level of
expertise, In addition, the typical software-based projects of IT consulting have been gradually shifting towards software and technology-driven
solutions that can be embedded into clients’ systems, providing ongoing engagement services. This transition has been accentuated by an underlying
change in IT services sourcing processes: the need for a faster go-to-market process as well as constrained resources in IT departments is resulting in
greater influence by specific business units on the purchasing decision as opposed to the traditional sourcing process. The traditional outsourcing
business model of capacity on demand is also transitioning towards a model of capability on demand. Information technology service buyers are
increasingly looking at outcome-driven managed services with a tighter integration between software, service and infrastructure.
We have identified the following trends that are relevant to the markets we operate in:
● Increasingly complex business integration: In recent years, enterprises operate multiple applications and platforms, using various
programming languages, resulting in complex enterprise information systems. Such systems and the ability to swiftly change, update, and
upgrade them to support new business processes are crucial to the enterprise’s ability to cope with changes in the business, economic and
regulatory environment. However, the introduction and integration of new business applications is complex, requires significant time and
human resources and entails significant and often unpredicted costs. Therefore, enterprises are in need of solutions that will facilitate the
rapid and seamless deployment of business applications.
● Reusing IT assets/enterprise applications: In an increasingly dynamic technology, business and economic environment, organizations face
mounting pressure to continue to leverage their large IT investments in enterprise applications, such as ERP and CRM, while increasing
their ability to change business processes and support new ones. Tools to support lightweight yet rapid, iterative and modular development
methodologies, reusable architectures and application life-cycle management are primary drivers for spending on application development
worldwide.
● Enterprise mobility: With the proliferation of smartphones and mobile platforms that support enterprise mobility, enterprise users now
expect instant access to real-time information, a rich user experience, seamless integration with various enterprise systems and support to
multiple mobile devices. As such, enterprises need to be able to develop device-independent and robust business solutions for fast and cost-
effective mobile deployment.
● Cloud, Platform-as-a-Service and Software-as-a-Service: Cloud, Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS) are each
becoming a well-established phenomenon in some areas of enterprise IT. Cloud-hosted applications continue to grow as alternatives to
internally managed systems as they deliver greater agility and meaningful cost savings to businesses. In addition, fast time-to-deployment,
low cost-of-entry, and adoption of pay-as-you-go models drive growing adoption of SaaS applications. In turn, SaaS applications enable the
rapid construction, deployment and management of some custom-built applications accessed as a service in the cloud. With more SaaS
deployments, the need for integration tools that bridge the cloud apps with on-premise application increases.
● Big Data: The amount of digital information that is being generated by enterprises each year, across a number of diverse data sources and
formats, is growing rapidly. Enterprises are required to retain, process and analyze data to attain meaningful insights and gain competitive
advantages, and therefore require versatile and flexible tools in order to quickly and reliably process these increasingly large amounts of
data.
● IT Consulting: The typical software-based projects of IT consulting have been gradually shifting towards software and technology-driven
solutions that can be embedded into clients’ systems, providing ongoing engagement services.
● Sourcing processes: The need for a faster go-to-market process as well as constrained resources in IT departments is resulting in greater
influence by specific business units on the purchasing decision as opposed to the traditional sourcing process. The traditional outsourcing
business model of capacity on demand is also transitioning towards a model of capability on demand. Information technology service buyers
are increasingly looking at outcome-driven managed services with a tighter integration between software, service and infrastructure.
● Mobility & IT skills shortage: Growth in mobility skills demand is outpacing organizations’ ability to keep up, resulting in mobile
strategists facing a skills shortage across the entire mobility ecosystem, with mobile application development skills in greatest demand. Poor
availability of skilled staff is driving mobile strategists to outsource many functions across the mobility ecosystem, including application
development and testing services. The increasing mobility skills gap will force mobile strategists to use a multifaceted application
development and delivery approach.
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Magic’s Software Solutions
Our software solutions enable enterprises to accelerate the planning, development, deployment and integration of on-premise, mobile and cloud
business applications that can be rapidly customized to meet current and future needs. Our software solutions and complementary professional
services empower customers to dramatically improve their business performance and return on investment by enabling the cost-effective and rapid
delivery, integration and mobilization of business applications, systems and databases. Our technology and solutions are especially in demand when
time-to-market considerations are critical, budgets are tight, and integration is required with multiple platforms or applications, databases or existing
systems and business processes, as well as for RIA and SaaS applications. Our technology also provides the option to deploy our software
capabilities in the cloud, hosted in a web services cloud computing environment. We believe these capabilities provide organizations with a faster
deployment path and lower total cost of ownership. Our technology also allows developers to stage multiple applications before going live in
production.
Development communities are facing high complexity, cost and extended pay-back periods in order to deliver cloud, RIAs, mobile and SaaS
applications. Magic xpa, AppBuilder, Magic SmartUX, Magic xpi, Magic FactoeyEye and Magic’s Data Management and Analytics platform all
provide MSPs with the ability to rapidly build integrated applications in a more productive manner, deploy them in multiple modes and architectures
as needed, lower IT maintenance costs and speed time-to-market. Our solutions are comprehensive and industry proven. These technologies can be
applied to the entire software development market, from the implementation of micro-vertical solutions, through tactical application modernization
and process automation solutions, to enterprise spanning service-oriented architecture, or SOA, migrations and composite applications initiatives.
Unlike most competing platforms, we offer a coherent and unified toolset based on the same proven metadata driven and rules-based declarative
technology. Our low-code, metadata platforms consist of pre-compiled and pre-written technical and administrative functions, which are essentially
ready-made business application coding that enables developers to bypass the intensive technical code-writing stage of application development and
integration, concentrate on building the correct logic for their apps and move quickly and efficiently to deployment. Through the use of metadata-
driven platforms such as Magic xpa, AppBuilder, Magic SmartUX, Magic xpi, Magic FactoryEye and Magic’s Data Management and Analytics
platform, software vendors and enterprise customers can experience unprecedented cost savings through fast and easy implementation and reduced
project risk.
Our software technology solutions include application platforms for developing and deploying specialized and high-end large-scale business
applications and integration platforms that allow the integration and interoperability of diverse solutions, applications and systems in a quick and
efficient manner. These solutions enable our customers to improve their business performance and return on investment by supporting the affordable
and rapid delivery and integration of business applications, systems, and databases. Using our software solutions, enterprises and ISVs can accelerate
time-to-market by rapidly building integrated solutions, deploying them in multiple environments while leveraging existing IT resources. In addition,
our solutions are scalable and platform-agnostic, enabling our customers to build solutions by specifying their business logic requirements in a
commonly used language rather than in computer code, and to benefit from seamless platform upgrades and cross-platform functionality without the
need to re-write applications. Our technology also enables future-proof protection and supports current market trends such as the development of
mobile applications that can be deployed on a variety of smartphones and tablets, and cloud environments. In addition, we also offer a variety of
vertical-targeted products that are focused on the needs and requirements of specific growing markets. Certain of these products were developed
utilizing our application development platform.
We sell our solutions globally through our own direct sales representatives and offices and through a broad sales distribution network, including
independent country distributors, independent service vendors that use our technology to develop and sell solutions to their customers, and system
integrators. We also offer software maintenance, support, training, and consulting services in connection with our products, thus aiding the successful
implementation of projects and assuring successful operation of the platforms once installed. We sell our integration solutions to customers using
specific popular software applications, such as SAP, Salesforce.com, IBM i (AS/400), Oracle JD Edwards, Microsoft SharePoint, Microsoft
Dynamics, SugarCRM and other eco-systems. As such, we enjoy a well-diversified client base across geographies and industries including oil & gas
companies, telecommunications groups, financial institutions, healthcare providers, industrial companies, public institutions, and international
agencies.
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The underlying principles and purpose of our technology are to provide:
● Simplicity – the use of code-free/low code development tools instead of hard coding and multiple programming languages to solve critical
and complex challenges;
● Business focus – the use of pre-compiled business logic and components eliminates repetitive, low level technical and coding tasks;
● Comprehensiveness – the use of a comprehensive development and deployment platform offers a full end-to-end development, deployment
and integration capability;
● Automation of mundane tasks – to accelerate development and maintenance and reduce risk; and
● Interoperability – to support business logic across multiple hardware and software platforms, operating systems and geographies.
We offer three complementary application platforms that address the wide spectrum of composite applications, Magic xpa, Magic SmartUX and
AppBuilder. Our Magic xpi integration platform, Magic FactoryEye and Magic’s Data Management and Anaytics platform deliver fast and simple
integration and orchestration of business processes and applications. Our customers operate in a wide variety of industries, including financial
services, life sciences, government, telecommunications, energy and manufacturing.
Magic xpa Application Platform
Magic xpa Application Platform, our metadata driven application platform, provides a simple, low code and cost-effective development and
deployment environment that lets organizations and MSPs quickly create user-friendly, enterprise-grade, multi-channel mobile and desktop business
app that employ the latest advanced functionalities and technologies. The Magic xpa Application Platform, formerly named uniPaaS, was first
released in 2008 and is an evolution of our original eDeveloper product, a graphical, rules-based and event-driven framework that offered a pre-
compiled engine for database business tasks and a wide variety of generic runtime services and functions which was released in 2001.
We have continually enhanced our Magic xpa application platform to respond to major market trends such as the growing demand for cloud-based
offerings including Rich Internet Applications (RIA), mobile applications and SaaS. Accordingly, we have added new functionalities and extensions
to our application platform, with the objective of enabling the development of RIA, SaaS, mobile and cloud-enabled applications. SaaS is a business
and technical model for delivering software applications, similar to a phone or cable TV model, in which the software applications are installed and
hosted in dedicated data centers and users subscribe to these centers and use the applications over an internet connection. This model requires the
ability to deliver RIA. Magic xpa is a comprehensive RIA platform. It uses a single development paradigm that handles all ends of the application
development and deployment process including client and server partitioning and the inter-communicating layers.
Magic xpa offers customers the power to choose how they deploy their applications, whether full client or web; on-premise or on-demand; in the
cloud or behind the corporate firewall; software or mobile or SaaS; global or local. Our Magic xpa Application Platform complies with event driven
and service oriented architectural principles. By offering technology transparency, this product allows customers to focus on their business
requirements rather than technological means. The Magic xpa single development paradigm significantly reduces the time and costs associated with
the development and deployment of cloud-based applications, including RIAs, mobile and SaaS. In addition, application owners can leverage their
initial investment when moving from full client mode to cloud mode, and modify these choices as the situation requires. Enterprises can use cloud-
based Magic xpa applications in a SaaS model and still maintain their databases in the privacy of their own data centers. Magic xpa also supports
most hardware and operating system environments such as Windows, Unix, Linux and AS/400, as well as multiple databases and is interoperable
with .NET and Java technologies.
Magic xpa can be applied to the full range of software development, from the implementation of micro-vertical solutions, through tactical application
modernization and process automation solutions, to enterprise spanning SOA migrations and composite applications initiatives. Unlike most
competing platforms, we offer a coherent and unified toolset based on the same proven metadata driven and rules based declarative technology,
resulting in increased cost savings through fast and easy implementation and reduced project risk.
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Magic xpa enables organizations to differentiate themselves from their competition through software-enabled digital transformation. With our
platform, organizations can rapidly and easily design, build and implement powerful, enterprise-grade custom applications through our intuitive,
visual interface, with little or no coding required. Our Solution ensures that applications developed on our platform can be immediately and natively
deployed across a full range of mobile and desktop devices with no additional customization, including desktop web browsers, tablets and mobile
phones. We also enable organizations to easily modify and enhance applications and automatically disseminate these updates across device types to
ensure that all users benefit from the most up-to-date functionality.
Key benefits of our platform include:
● Powerful applications to solve critical and complex challenges. At the core of our platform is an advanced engine that enables the
modeling, modification and management of complex processes and business rules. Our heritage provides us with this differentiated
understanding of complex processes, and we have incorporated that expertise into our platform to enable the development of powerful
applications. Organizations have used our platform to launch new business lines, build large procurement systems, manage retail store
layouts, conduct predictive maintenance on field equipment and manage trading platforms, among a range of other use cases.
● Rapid and simple innovation through our powerful platform. Our platform employs a low-code, intuitive, visual interface and pre-built
development modules that reduce the time required to build powerful and unique applications. Our platform automates the creation of
forms, data flows, records, reports and other software elements that would otherwise need to be manually coded or configured. This
functionality greatly reduces the iterative development process, allowing for real-time application optimization and ultimately shortening the
time from idea to deployment. In turn, organizations can better leverage scarce and costly developer talent to accomplish more digital
transformation objectives.
● Build once, deploy everywhere. Our technology allows developers to build an application once and use it everywhere with the consistency
of experience and optimal performance levels that users expect. Applications developed on our platform can be immediately and natively
deployed across a full range of mobile and desktop devices with no additional customization, including desktop web browsers, tablets and
mobile phones. We also enable organizations to easily modify and enhance applications and automatically disseminate these updates across
device types to ensure all users benefit from the most up-to-date functionality.
● Deployment flexibility to serve customer needs. Our platform can be installed in any cloud or on-premises, with organizations able to
access the same functionality and data sources in all cases. Our flexible deployment model also preserves a seamless path to future cloud
deployments for organizations initially choosing on-premises for their most sensitive workloads.
Our approach to digital transformation goes beyond simply enabling organizations to build custom applications fast. We empower decision makers to
reimagine their products, services, processes and customer interactions with software by removing much of the complexity and many of the
challenges associated with traditional approaches to software development. Because we make application development easy, organizations can build
specific and competitively differentiated functionality into applications to deliver enhanced user experiences and streamlined business operations.
In February 2018, we released Magic xpa 3.3 with a more seamless and easier integration with Java, similar to the already existing integration
with .NET, making the Magic xpa platform even more robust. Along with that, we provided a new WS provider mechanism, built on Apache Axis2,
enhancing our current WCF based capabilities.
In April 2018, and for the third consecutive year, Magic Software’s Magic xpa application development platform gained top market share in license
sales in the Japanese market. According to the “Market Research for Next Generation Extra-Rapid Development Tools in 2018” published by MIC
Research Institute Ltd., the Magic xpa Application Platform grew 2% achieving a 41% share of the Japanese market.
In August 2018, we released Magic xpa 4.0 with its new Angular-based Web application framework that provides developers and Angular developers
with the power to develop device-agnostic and feature-packed Web applications. Magic xpa 4.0 decouples the business logic from the presentation of
the apps providing developers with the flexibility to use the Angular open-source platform with industry-standard state-of-the-art technologies,
including HTML5, CSS, and JavaScript for designer-quality screens, while benefiting from the productivity, security, and scalability capabilities
provided by our low-code development platform.
In addition, we further modernized our Integrated Development Environment (IDE) by moving toward a full-fledged Visual Studio-based studio,
offering our users an even more intuitive and user-friendly experience.
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During 2018, Magic xpa was listed in Gartner’s Market Guide for Application Platforms report. In addition, Magic xpa was listed in the Forrester
Wave™ for Mobile Low-Code Development Platforms.
In 2020, Magic Software significantly enhanced its new Angular based web client capabilities, provided GIT version control capability as an integral
part of expanding its CI/CD overall capabilities, as well as enhanced compare and merge functionality under its xpa 4.7 release.
In 2022, we moved our Magic xpa platform to be a cloud native platform deployed by dockers container, opening the door to our customer to take
their applications to be a full SaaS products.
AppBuilder Application Platform
AppBuilder, a platform we acquired in December 2011, is a proprietary development environment used for managing, maintaining and reusing
complicated applications needed by large businesses. AppBuilder provides the infrastructure for enterprises worldwide, across several industries,
with applications running millions of transactions daily on legacy systems. Enterprises using AppBuilder can build, deploy and maintain large-scale
custom-built business applications for years without being dependent on any particular technology. The AppBuilder deployment environments
include IBM mainframe, Unix, Linux and Windows. AppBuilder is intended to increase productivity and agility in the creation and deployment of
enterprise class computing.
AppBuilder follows the 4GL development paradigm to help enterprises focus on the business needs and definition and overlook technical hurdles.
AppBuilder developers define the business roles and prior to deployment the code is generated from the development environment to the required run
time environment. Several large MSPs have utilized AppBuilder to build state of the art applications that are deployed through many large customers.
AppBuilder implements a model driven architecture approach to application development. It provides the ability to design an application at the
business modeling level and generate forward to an application. AppBuilder has a platform-independent, business-rules language that enables
generation to multiple platforms. It is possible to generate the client part of an application as Java and the server part as COBOL. As businesses
change, the server part can be generated as Java without changing the application logic. Only a simple configuration option needs to be changed.
AppBuilder contains everything a development environment needs to create any type of simple or complex business application with platform-
independent functionality, including:
● System administration security controls for scope and permissions;
● Migration, testing, and deployment functions;
● Architecture-independent development;
● An integrated toolset for designing, developing, and deploying applications;
● Object-based components managed from host, server, or client repositories;
● Support for Java/J2EE, COBOL, C#, and C programming languages;
● An efficient, cross-platform code generation facility;
● Ready-to-use business logic and libraries;
● A remote prepare facility for mainframe development;
● Multiple language user interface support; and
● DBCS support.
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Magic xpi Integration Platform
We believe data is the most valuable competitive asset today as companies increasingly pursue digital transformation initiatives to modernize their
businesses. Enormous amounts of data are being generated by people, applications, and devices worldwide. Enterprises are seeking to connect data
across their various applications, systems, and IT environments in order to become data-driven businesses. Understanding and connecting these data
assets as well as migrating workloads to the cloud, enables superior insights across the business organization, better service of customers, automation
of supply chains, and the democratization of secure, governed data access for all employees.
The rise of cloud computing, low cost data storage and the proliferation of applications that generate and access data, combined with the increasing
volume of data from mobile, social and IoT, is resulting in an explosion of the volume, variety, and velocity of data. According to a March 2021
report from IDC, “The amount of digital data created over the next five years will be greater than twice the amount of data created since the advent of
digital storage.” This new data creates opportunities to generate greater business insights and pursue new market opportunities, but is overwhelming
for organizations to manage, aggregate, and normalize. As enterprises undertake the massive transition to cloud, we believe a majority of their
workloads will remain on-premises for the foreseeable future due to the mission-critical processes they support. The complexity of this hybrid world
will be further exacerbated as enterprises also employ multi-cloud strategies. According to IDC, “82% of organizations are currently using multiple
clouds - or plan to within the next 12 months.” As a result, we expect enterprises will require new technologies purpose-built to connect, analyze,
manage, and normalize data anywhere it resides using modern, cloud-native architectures that can seamlessly be deployed in any IT environment.
Our Magic xpi integration platform (an evolution of our original and formerly branded iBOLT platform, launched in 2003) is a graphical, wizard-
based code-free solution delivering fast and simple integration and orchestration of business processes and applications. Magic xpi allows businesses
to more easily view, access, and leverage their mission-critical information, delivering true enterprise application integration, or EAI, business
process management, or BPM, and SOA infrastructure. Increasing the usability and life span of existing legacy and other IT systems, Magic xpi
allows fast EAI, development and customization of diverse applications, systems and databases, assuring rapid return on invested capital and time-to-
market, increased profitability and customer satisfaction.
Magic xpi allows the integration and interoperability of diverse solutions, including legacy applications, in a quick and efficient manner. In January
2010, we released Magic xpi 3.2 and since then we have continued to develop the Magic xpi channel. We entered into agreements with additional
system integrators, consultancies and service providers, who acquired Magic xpi skills and offer Magic xpi licenses and related services to their
customers. We also offer special editions of Magic xpi with optimized and certified connectors for specific enterprise application vendor ecosystems,
such as SAP, Oracle JD Edwards, Microsoft SharePoint and Salesforce.com. These special editions contain specific features and pricing tailored for
these market sectors.
Data engineers, Extract-Transform-Load (ETL) developers, and citizen integrators have the ability to use our platform to ingest, transform and
integrate data spanning departmental to enterprise scale workloads. These workloads include diverse and distributed data sources in multi-cloud,
hybrid environments. The breadth and depth of our data integration capabilities accelerate the aggregation and processing of data to ready it for
analytics, data science and enterprise reporting initiatives. Leveraging a simple graphical design experience, users can develop workloads across
ETL, Extract-Load-Transform (ELT), real-time and streaming data integration patterns. Our platform is designed to integrate structured and
unstructured data across on-premises and cloud-native applications, databases, business intelligence tools, data modeling tools, data lakes, data
warehouses, mainframes, messaging systems, file systems and IoT devices. Our data-lake architecture allows data stewards and business analysts to
create an authoritative single-source view of all business-critical data from internal and external sources across multiple data domains, including
customers, locations, assets, and employees and many other domain types.
Our heritage as a veteran player in the integration market provides us with a differentiated understanding and ability to automate complex processes,
and we have incorporated that expertise into our platform to enable the development of powerful business software. Magic xpi can leverage a
complete stack of automation technologies, applying the right automation approach for each specific use case.
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Key benefits of our platform include:
● Business Process Management. At the core of our platform is an advanced engine that enables the modeling, modification and
management of complex processes. This engine enables orchestration of any business workflow.
● Decision Rules. Appian includes a declarative environment for defining and executing business logic or rules. These rules can be highly
complex and can be applied within the Appian platform to many use cases, ranging from automated decision making to user experience
personalization.
● Seamless integration with existing systems and data. In contrast to typical enterprise software, our platform does not require that data
reside within it in order to enable robust data analysis and cross-department and cross-application insight. Our platform seamlessly
integrates with many of the most popular enterprise software applications and data repositories and can be used within many legacy
environments. For example, organizations frequently use our platform to extend the life and enhance the functionality of legacy systems of
record, such as those used for enterprise resource planning, human capital management and customer relationship management, by building
new applications that enhance the functionality of those systems and by leveraging the data within those systems to further optimize and
automate operations.
● Embrace the full benefits of the public cloud. Our platform helps customers accelerate the migration of their on-premises workloads to
the cloud. Our platform modernizes our customers’ applications and data management capabilities to accelerate migrations to the cloud,
allowing them to embrace innovation, create digital-first business models, reduce operating costs, and generate new revenue streams.
● Deliver rich 360-degree business experiences. By enabling our customers to aggregate, consolidate and normalize their data to build a
single source of truth, we empower them to deliver highly engaging and personalized customer experiences. This allows our customers to
embrace a digital-first business strategy, build better connections and relationships with their end users, and modernize their supply chains
by intelligently matching supply with demand patterns.
In the aggregate, these core capabilities enable Magic to automate and govern end-to-end processes. Magic complements these automation
technologies with related features like process reporting, analytics and management, which make it simple for organizations to quickly improve and
upgrade their automations as business needs change.
In March 2018, we released Magic xpi version 4.7 with a new OData Provider connector, Active Directory Federation Services (ADFS) support for
the SharePoint Online (MOSS) connector, ability to write new connectors based on Magic xpa Application Platform’s runtime technology and
multiple features to improve programming productivity, such as visual indicators of data flow status and an enhanced monitor to provide an even
more accurate bird’s eye view of all running projects.
In October 2018, we announced that Magic xpi Integration Platform 4 achieved SAP-certified integration with SAP S/4HANA, enabling our
customers to optimize business processes through automation across leading ERP, CRM, finance, and other enterprise systems using a single
platform.
In February 2019, we released Magic xpi version 4.9 with a new REST client connector, ODATA connector enhancements, inherent UPSERT
support in the data mapper, and built-in cloud support.
In August 2019, we released Magic xpi version 4.11, enabling access to remote connectors residing at another site, without the need for a VPN (aka
‘Local Agent’ capability). In addition, in the beginning of 2020 we released the major released Magic xpi 4.12, which includes 64-bit support for our
Run-Time engine as-well as integration with one of the industry’s API management solutions suites. During 2019, we also released additional
features pursuant to customer requests.
In 2020, Magic Software enhanced the above Local Agent capability with more functionality, added additional connectors (e.g., OPC for
manufacturing) and invested more resources in the overall product stability. In addition, Magic Software has added various features to the platform to
expand its product offering, per customer requests.
In 2021, we enhanced Magic xpi Local Agent capabilities with more functionalities, added additional connectors (e.g., OPC for manufacturing) and
invested more resources in the overall product stability. In addition, we moved our Magic xpi platform to be a cloud native platform deployed by
dockers container.
In March 2023 we launched Magic xpi Cloud Native, allowing shifting xpi integration projects to the cloud smoothly. The xpi Cloud Native
environment configurations based on Kubernetes, focuses on scalability, security, and resilience. The deployment process is made effortless with our
new “Cloud Manager”. Cloud Manager interface hides all the complexities of cloud deployment and clustering and performs all the heavy lifting
through easy to use and intuitive set of Rest API’s. These APIs also bring agility and efficiency to organizations CI/CD practices via “Continuous
Deployment” capabilities.
In 2023, we plan to continue to expand our product offering with additional features, per customer requests.
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Magic SmartUX
Magic SmartUX, a platform we acquired in April 2019, is a low-code development platform for mobilizing and modernizing enterprise business
application designed for citizen to professional developers to rapidly design, build, analyze, and run cross-platform mobile business applications.
The Magic SmartUX platform addresses the three biggest challenges enterprises are facing in the road to Digital Transformation:
● Multi-platform: end client devices are abundant and diverse, we provide an omni-channel solution.
● Many Systems of Record: over the years enterprise adopted (home grown and third party) solutions that scattered the business flow over
many different system, Magic SmartUX enable the enterprise to expose complex business flows to modern technology with now changes
and overhead to the existing working applications.
● Talent Gap: Mobile and integration are the hardest skillsets for IT orgs to find, with the Magic SmartUX platform addressing Citizens
Developers, we allow any intern tech savvy individual to deliver complex and robust Mobile business application.
FactoryEye
On May 2019, Magic Software launched the release of FactoryEye, a proprietary high performance, low-code, flexible, cloud platform built specially
for manufacturers based on a modern architecture enabling advanced manufacturing and organizational intelligence, real-time virtualizations and
actionable insights for cross- organizational effectiveness and increased bottom line. Magic Software has hundreds of manufacturing customers, and
drew on over 35 years of manufacturing experience to develop FactoryEye. The product’s intuitive and user-friendly workspace empower
manufacturers by providing all the analysis the report they need in order to make faster and smarter decisions based on real time data and analytics.
This translates into improved productivity, faster delivery times, and better control over the manufacturing processes, leading to increased customer
satisfaction and higher profit margins. FactoryEye offers dozens of prebuilt connectors to a range of enterprise applications and MRP systems, such
as SAP, JD Edwards, and Infor, as well as MES, CRM, and PLM systems.
FactoryEye collects real-time data from existing machinery, operational and organizational systems and transforms it into actionable intelligence for
immediate results and continuous improvement in the manufacturing process and operational efficiency. The solution brings the benefits of Industry
4.0 connectivity to mid-sized manufacturers in several industry verticals, including automotive parts, food & beverage, medical devices, metal
processing, packaging, plastics & rubber specialty manufacturing and more.
The addition of FactoryEye to Magic Software’s software portfolio allows Magic Software to provide to its new and existing manufacturing clients,
with a comprehensive Industry 4.0 digital transformation solution and aligns with Magic Software strategy of enhancing its portfolio with enterprise
grade technologies.
FactoryEye’s end-to-end solution incorporates several key features:
● Powered by Magic Software plug and play IIoT Integration platform.
● Incorporates advanced analytics and AI into decision support
● Leverages investments and quick ROI by integrating existing systems
● Centralized visibility across operations
● Access to information necessary to quickly make smart decisions
● Flexible, simplified and incremental digital transformation
● Increased equipment productivity and operational efficiency
● Improved machine uptime and reduced maintenance costs
● Tools and technology to promote continuous improvement
In addition to offering a dynamic cloud-based software solution, FactoryEye manufacturing consultants work with customers to harmonize their
systems and fit the right tools for their needs. Consultants analyze business processes for what is working, formulate a plan to add what is missing
from existing systems and create sprints to deliver immediate results. A dynamic cycle of data collection and analysis allows for continuous
improvement and flexibility in the optimization process.
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Since its launch, Magic Software made a targeted effort to reach mid-sized manufacturers who are looking to improve the efficiency of their
factories. Our goal is to position FactoryEye as a solution that offers more than mere factory floor visibility through IIoT connectivity, while
remaining more cost effective and customizable than offerings from “Tier 1” companies. To that end, Magic Software has built a new website for
FactoryEye, as well as blogs, whitepapers, e-books, public relations activities, exhibitions and events, round tables and on-line campaigns, all in the
purpose of spreading the awareness of this new offering and benefits for mid-sized manufacturers.
FactoryEye brings the benefits of Industry 4.0 to mid-sized manufacturing companies, with an easy, affordable, and flexible approach that does not
require changing existing systems and infrastructure. This Industry 4.0 solution captures vast amounts of production data, transforms it into
actionable intelligence, and empowers workers, managers, and executives to make informed decisions in real-time.
In addition, we continue to market Magic Software’s application and integration products. These products continue to provide value and convenience
for our customers as low code options to integrate their disparate systems.
Vertical software solutions
Clicks™
Our Roshtov subsidiary has approximately three decades of proven experience based on its proprietary comprehensive core software solution for
medical record information management systems, using in the design and management of patient-file for managed care and large-scale healthcare
providers. The platform, which can be tailor-made to the specific needs of the healthcare provider, is connected to the clinical, administrative and
financial data base system, residing at the provider’s central computer, and allows immediate analysis of complex data with potentially real-time
feedback to meet the specific needs of physicians, nurses, laboratory technicians, pharmacists, front- and back-office professionals and consumers.
All of our clients that buy or subscribe to our Clicks software solution also enter into software support agreements with us for maintenance and
support of their medical record management systems. In addition to immediate software support in the event of problems, these agreements allow
clients to access new releases covered by support agreements. In addition, each client has 12-hour access, six days a week (6 hours on Friday) to the
applicable call-center support teams.
We employ a team of 35 research and development specialists that together with our clients create a future where the health care system works to
improve the well-being of individuals and communities. Roshtov’s proven ability to innovate has led to what we believe to be an industry leading
architectures and a breadth and depth of solutions and services.
There are four healthcare service providers in Israel, of which, Maccabi Healthcare Services and Clalit, which are the two largest healthcare providers
in Israel accounting for 78% of the Israeli market, have been our customers since the early 1990’s.
Leap™
Our FTS subsidiary has over 20 years of BSS experience, based on dozens of projects delivered to customers worldwide. We implement revenue
management and monetization solutions in mobile, wireline, broadband, MVNO/E, payments, e-commerce, M2M / Internet of Things, mobile
money, cable, cloud and content markets under the brand name of Leap™. Our Leap™ solutions lower the total cost of ownership (TCO) for
telecom, content and payment service providers.
FTS works with telecommunications, content and payment service providers globally to help them manage complex transactions and relationships
with greater flexibility and independence. Analyzing transactions from a business standpoint, FTS offers end-to-end and add-on telecom billing,
charging, policy control and payments solutions to customers worldwide, and services both growing and major providers.
FTS targets mid to lower level tier service providers, supporting their BSS needs with end-to-end, turnkey billing and other BSS projects. In addition,
FTS offers upper-tiers of service providers with BSS and monetization solutions for specific needs, including policy control and charging solutions,
M2M billing, billing for content services, MVNE/MVNO billing, mobile money software solutions, payment and mobile financial services solutions
and others.
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Our Leap™ offering is comprised of:
Leap™ BCCF (Business Control and Charging Function) – a proprietary packaged software solution which serves as the underlying foundation of
our Leap™ products and solutions. Leap BCCF enables service providers to handle the aspects of event processing, from defining the system’s
business logic, through importing events and formatting, to charging and executing business rules. With Leap BCCF, new services are deployed on
the fly, and strategic business rules are formulated more easily, ensuring real-time responses to both service and customer-related events and
providing a baseline for policy control.
Leap™ Billing 6.3 – a convergent charging, billing and customer care solution that realizes substantial reductions in OPEX and CAPEX while
increasing customer satisfaction and retention. Leap Billing software’s flexibility and ease of use enables the service providers’ billing platform to
work more at the speed of marketing by offering new marketing plans or services in a rapid time-to-market.
Leap™ Policy Control - Leap Policy Control is an integrated charging and policy control solution (a full PCC solution based on PCRF &
online/offline charging). Compliant with the 3GPP’s Diameter policy control standard, Leap Policy Control provides traffic and subscriber
management strategies. Leap Policy Control gives operators the power to monitor usage in real time and, using fully configurable business rules,
define how they manage network resources, applications, and subscribers – in real time – while generating revenue from personalized mobile
applications, content and services. Leap Policy Control can be implemented as a stand-alone solution or as part of a larger BSS project
implementation.
FTS Express™ - FTS express™ is an all-in-one software appliance for online charging, billing, AAA, balance management, customer care, policy
control and interconnect, designed for entry-level operations of MVNOs, LTE, VoIP, ISP, broadband, IPTV and more.
The following is a sample of the monetization solutions offered by FTS:
● End-to-end, turnkey billing and customer care solutions;
● Convergent, online charging and billing;
● Policy control and charging;
● MVNO/E billing;
● Billing for content;
● Interconnect billing;
● M2M / IoT billing;
● Broadband and multi-play billing;
● Mobile money solutions;
● E-commerce and M-commerce solutions;
● Payments and mobile payments solutions;
● Smart revenue sharing and partner management solutions; and
● Billing service bureau.
FTS’s solutions are delivered via cloud, on-premises or in a fully managed-services mode and are backed by our Israel and Bulgaria-based
experienced professional services support team.
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HR Pulse
Now in its 10th release, HR Pulse is a proprietary platform that creates and customizes software applications for HCM, with the goal to combine
technology with effective processes, to facilitate the collection, analysis and interpretation of quality data about people, their jobs and their
performance, to enhance HCM decision making, resulting in increased organizational efficiency and effectiveness. HR Pulse addresses four distinct
functional areas with the ability to also work as one consolidated system:
● Performance and goal management:
● Development management;
● Talent management and succession planning; and
● Compensation and merit review.
Our offering includes customizable “out of the box” HCM SaaS Solutions, such as Pilat Frist and Pilat Professional, that provides a menu of
templates that can be used to affordably and expeditiously create customized HCM solutions for companies. The HR Pulse platform promotes the
building and implementation of solutions that address broader business challenges as well. Such offerings include 360-degree feedback, employee
surveys, leadership and management development, coaching and job evaluation.
Hermes Cargo
Hermes has been developing and evolving cargo management systems for the air cargo industry since 2002. Hermes Air Cargo Management System
is a proprietary, state-of-the-art, packaged software solution for managing air cargo ground handling. Our Hermes Solution covers all aspects of
cargo handling, from physical handling and cargo documentation through customs, seamless EDI communications, dangerous goods and special
handling, tracking and tracing, security and billing. Over the last 10 years Hermes systems have been implemented in over 70 terminals on five
continents, providing efficient and accurate handling of more than 5 million tons of freight annually. Customers benefit through faster processing and
more accurate billing, reporting and ultimately enhanced revenue. Customers include independent ground handlers, airlines with a cargo arm, hubs
belonging to an individual airline or those catering to a number of airlines transiting cargo to additional destinations. The Hermes Solution is
delivered on a licensed or fully hosted basis.
Hermes systems are built with the specific needs of air cargo handlers and airlines in mind and are amongst the most versatile and sophisticated
around. Hermes Solutions are focused on maximizing customer profits by streamlining ground handling processes and employing built-in best
practices to reduce handling errors. Hermes team of cargo experts carry out a full business analysis, listen to our customers’ requirements, suggest
additional functionality and work with them to deliver an air cargo management solution that is streamlined around their processes and customized to
their needs. Hermes works with everyone from smaller cargo handlers to large airlines all over the world and counts Menzies Aviation, WFS (FRA),
Luxair, Etihad Airport Services and Frankfurt Cargo Services among their customers.
Nativ:
Offered by our Menarva Ltd subsidiary, Nativ is the leading system for efficient management of all types of rehabilitation centers. Selected by many
of the largest rehabilitation and treatment centers in Israel, Nativ serves as a comprehensive solution, the largest and most specialized and equipped
system in Israel, with all the capabilities required for operating all aspects of organizations engaged in patient rehabilitation and treatment. From
rehabilitation programs to recruitment, Nativ enables control of all levels of rehabilitation bodies, including monitoring detailed rehabilitation plans,
finance, collection, account management, recruitment, working hours, asset management, employment and medical files.
In addition, Nativ also contains many integral interfaces, including the Israel’s Ministry of Health’s suppliers portal, Israel’s Ministry of Welfare’s
suppliers portal, rent transfers from the Israel’s Ministry of Housing, accounting systems, payroll systems and more. The system produces a wide
range of reports, including a receipt report from Israel’s Ministry of Health, Welfare, Economy and Security, comprehensive and detailed information
divided into units and services, a detailed living allowance report, patient report, condition report, emergency report and more.
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Menarva has extensive experience gained in its work over the past 10 years with dozens of clients in Israel, an experience that has given rise to in-
depth insights into the field of rehabilitation. Nativ is supported by the cloud and allows connection at any time and from any place for maximum
efficiency, including a mobile application for continuous monitoring of field personnel in real time.
Nativ offers maximum survivability, due to the need for high reliability and comprehensive information security, all infrastructure is owned by
Menarva and the system complies with all standards and guidelines of Israel’s Privacy Protection Authority, including ISO standards: Standard 9001
for information systems development, Standard 27001.
Strategy
Our goal is to continue our profitable and cash generative growth within our software solutions and professional services markets. We plan to achieve
this goal by focusing on the following principles:
● Expand sales to existing customers. We have a strong track-record of expanding within our existing customers. We believe there are
significant cross-sell and upsell opportunities within our existing customer base by adding new products, addressing new areas of expertise,
and growing with our customers’ overall business footprint. We intend to capitalize on the opportunity to more effectively cross-sell
solutions and services across our existing customer base. In addition to selling complementary software solutions to customers that already
use our development application solutions or packaged software solutions, we believe our strong customer, MSP and partner relationships
and execution track record position us to successfully grow our revenues by delivering complementary development and integration tools
from our product offering to our existing IT services customers and by delivering IT services to our existing application development
customer base.
● Capitalize on opportunities created by new technological trends. We believe that emerging industry trends such as mobile applications,
cloud applications, SaaS and big data will require our enterprise customers and partners to continue and upgrade existing systems and to
integrate their current infrastructure with new mobile and cloud applications or with new big data management solutions. We intend to
market the capabilities of our software solutions and professional services offerings to customers that are currently impacted or will
potentially be impacted by the increased complexity resulting from these trends. For instance, we intend to promote Magic xpa through Rich
Internet Applications (RIAs).
● Grow our customer base through new offerings. We plan to grow our business by attracting new ISV enterprise customers with new
technology offerings and new professional services through our already established expertise in the areas of mobile technologies and
projects, cloud applications, SaaS and Big Data solutions, and integration solutions. Due to our track record in these industry segments, we
believe we are well positioned to develop and offer new application development and integration solutions that will enable us to attract new
customers. In addition, we believe our familiarity with these verticals will allow us to differentiate our IT services offering and grow our
market share in this vertical as well.
● Provide new solutions to new ecosystems. We expect the same industry trends of mobile, cloud, SaaS and big data to lead to the creation
of additional enterprise applications ecosystems. We intend to continue to develop new solutions that will allow us to form new
partnerships, which in turn will grow our revenues. We also intend to focus on recruiting OEM partners that will incorporate our Magic xpi
integration technology into their product offerings.
● Acquire complementary businesses. As part of our growth strategy, we will continue to seek and evaluate opportunities to grow through
acquisitions of companies and operations with complementary software solutions, technologies and related intellectual property, packaged
software solutions, augmenting integration and services capabilities, additional distribution channels or market share. We have a strict
acquisition policy pursuant to which we only pursue acquisitions in cases we identify as having a clear business opportunity and a clear path
to revenue growth. In addition, we only pursue acquisitions which we believe entail low integration and operational risk as a result of our
internal familiarity with the target or the industry in which it operates, through our network of MSPs, system integrators, distributors,
resellers, and consulting and OEM partners. We intend to balance any investments in such acquisitions with investments in our existing
business and our policy of returning value to shareholders in the form of dividends.
Our partner strategy is focused on delivering complete end-to-end solutions for our customers, driving general awareness of our platforms and
service capabilities and broadening our distribution and reach to new customers. We have deep relationships with global system integrators, which
we partner closely with. We co-create and co-sell solutions to solve customer needs where we combine the power of our innovation and their services
to deliver against the customer business objectives. We have a scaled and well-defined alliances program where we partner with value-added
resellers and distributors across the world to expand our reach in international markets. Our relationship with these channel partners ranges from
fulfilment services to co-sell or independent resell in some markets.
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Product Development
We place considerable emphasis on research and development in order to improve and expand the functionality of our technologies and to develop
new applications. We believe that our future success depends upon our ability to maintain our technological leadership, to enhance our existing
products and to introduce new commercially viable products addressing the needs of our customers on a timely basis. We also intend to support
emerging technologies as they are introduced in the same way we have supported new technologies in the past. We will continue to devote a
significant portion of our resources to research and development. We believe that internal development of our technology is the most effective means
of achieving our strategic objective of providing an extensive, integrated and feature-rich development technology. For significant version release see
“Magic’s Software Solutions” discussed above.
Product Related Services
Professional Services. We offer fee-based consulting services in connection with installation assurance, application audits and performance
enhancement, application migration and application prototyping and design. Consulting services are aimed at generating both additional revenues and
ensuring successful implementation of Magic xpa, Appbuilder, Magic xpi, Magic’s Data Management and Analytics platform, SmartUX and
FactoryEye projects through knowledge transfer. As part of management efforts to focus on license sales, our goal is to provide such activities as a
complementary service to our customers and partners. We believe that the availability of effective consulting services is an important factor in
achieving widespread market acceptance.
Services are offered as separately purchased add-on packages or as part of an overall software development and deployment technology framework.
Over the last several years, we have built upon our established global presence to form business alliances with our MSPs that use our technology to
develop solutions for their customers, and distributors to deliver successful solutions in focused market sectors.
Maintenance. We offer our customers annual maintenance contracts providing for unspecified upgrades and new versions and enhancements for our
products on a when-and-if-available basis for an annual fee.
Customer Support. We believe that a high level of customer support is important to the successful marketing and sale of our products. Our in-house
technical support group provides training and post-sale support. We believe that effective technical support during product evaluation as well as after
the sale has substantially contributed to product acceptance and customer satisfaction and will continue to do so in the future.
We offer online support systems for our MSPs and end users, providing them with the ability to instantaneously enter, confirm and track support
requests through the Internet. These systems support MSPs and end-users worldwide. As part of this online support, we offer Support Knowledge
Base tools providing the full range of technical notes and other documentation including technical papers, product information, and answers to most
common customer queries and known issues that have already been reported.
Training. We conduct formal and organized training on our development tools and packaged software solutions. We develop courses, pertaining to
our principal products and provide trainer and student guidebooks. Course materials are available both in traditional, classroom courses and as web-
based training modules, which can be downloaded and studied at the student’s own pace and location. The courses and course materials are designed
to accelerate the learning process, using an intensive technical curriculum in an atmosphere conducive to productive training.
45
IT Services
Background
The core of our growth strategy is to serve as a one-stop-shop for our clients, helping them accelerate their digital transformation to enhance
competitiveness, grow profitability and deliver sustainable stakeholder value. We use our deep industry and functional expertise to help clients
capture more growth and solve a diverse set of business challenges, including identifying and developing new products and services; improving sales
and customer experience; optimizing cost structures; maximizing human performance; harnessing data to improve decision-making; mitigating risk
and enhancing security; shaping and delivering value from large-scale cloud migrations; and digitizing manufacturing and operations with smart,
connected products and platforms.
Technology is the single biggest driver of change in companies today. Despite the potential impacts of the Omicron variant, we expect an economic
recovery with high expectations for increased technology investments. Gartner forecasts global IT spending in insurance will increase by 7.8% in
2023 to reach $207.7 billion in constant U.S. dollars. From 2021 to 2026, the spend is forecast to grow at a CAGR of 8.1%, driven by the growth in
IT services and software at a CAGR of 9.7% and 12.4%, respectively.
We help our clients use technology to build their digital core to drive enterprise-wide transformation—such as moving them to the cloud, leveraging
data and artificial intelligence, and embedding security and sustainability across the enterprise; by transforming their operations; and by accelerating
their revenue growth. We leverage our scale and global footprint, innovation capabilities, and strong ecosystem partnerships, together with our
platforms including to consistently deliver tangible value for our clients.
Our IT services offerings consist of a variety of professional services that can be grouped into integration and other IT services. Our integration
services include:
● Infrastructure analysis, design and delivery - management of complex, tailor-made projects and telecom infrastructure projects in
wireless and wire-line as well as IT consulting services, mainly for the defense and public sectors.
● Technology consulting and implementation services - planning and execution of end-to-end, large-scale, complex solutions in
networking, cyber security, command & control and high performance transaction systems.
● Application development - We specialize in end-to-end projects that feature an array of technologies, from development and
implementation of concepts for startups to overall responsibility for the development of systems for large enterprises. Our development
services include development of on-premise, mobile and cloud applications as well as Embedded and real time software development.
We are a talent- and innovation-led organization with approximately 4,161 people as of December 31, 2022, who serve our clients at any given time
and whose skills and specialization are a significant source of competitive differentiation. With approximately 3,409 experts, the majority of which
are in the U.S, Israel and Europe, and hundreds of projects gone live in a variety of advanced technologies, we have developed significant expertise
and accumulated vast experience in integration projects. Such projects are typically more complex and require a high level of industry knowledge and
highly skilled professionals. Our integration expertise, as well as our global reach allows us to deliver comprehensive, value added services to our
customers. Our IT services customers include major global telecoms, OEMs and engineering, furnish and installation service companies.
Strategic Consulting and Outsourcing Services
We provide a broad range of IT consulting services in the areas of infrastructure design and delivery, application development, technology planning
and implementation services, cloud computing, as well as supplemental outsourcing services. Our wholly-owned subsidiaries, Fusion Solutions LLC,
Xsell Resources Inc., Allstates Consulting Services LLC, Futurewave Systems, Inc., NetEffects, Inc, OnTarget Group, Inc, the Commit Group,
Infinigy Solutions LLC., EnableIT LLC, Comblack Ltd. and Shavit Software (2009) Ltd. provide advanced IT consulting and outsourcing services to
a wide variety of companies including Fortune 1000 companies. Our technical personnel generally supplement the in-house capabilities of our
customers. Our approach is to make available a broad range of technical personnel to meet the requirements of our customers rather than focusing on
specific specialized areas. We have extensive knowledge of and have worked with virtually all types of wireless and wireline telecom infrastructure
technologies as well as in the areas of infrastructure design and delivery, application development, project management, technology planning and
implementation services. Our consulting partners come from a wide range of industries, including finance, insurance, government, health care,
logistics, manufacturing, media, retail and telecommunications. With an experienced team of recruiters in the telecom and IT areas and with a
substantial and a growing database of telecom talent, we can rapidly respond to a wide range of requirements with well qualified candidates. Our
customer list includes major global telecoms, OEMs and engineering, furnish and installation service companies. We have built long-term
relationships with our customers by providing expert telecom talent. We provide individual consultants for contract and contract-to-hire assignments
as well as candidates for full time placement. In addition, we configure teams of technical consultants for assigned projects at our customers’ sites.
46
Customers, End-Users and Markets
We market and sell our products and services in more than 50 countries worldwide. The following tables present our revenues by revenue type and
geographical market for the periods indicated:
Software sales
Maintenance and technical support
Consulting services
Total revenues
United States
Israel
Europe
Japan
Other
Total revenues
$
$
$
$
2020
Year ended December 31,
2021
(in thousands)
30,934
$
36,149
413,242
480,325
$
$
$
24,272
33,181
313,741
371,194
2020
Year ended December 31,
2021
(in thousands)
254,342
$
180,462
30,085
11,443
3,993
480,325
177,882
149,094
26,947
12,643
4,628
371,194
$
$
$
2022
32,930
34,762
499,100
566,792
2022
308,485
205,258
39,247
10,121
3,681
566,792
Our Magic xpa, Magic xpi, Magic’s Data Management and Analytics platform, Magic SmartUX, Magic FactoryEye, and AppBuilder technologies
are used by a wide variety of developers, integrators and solution providers, that can generally be divided into two sectors (i) those performing in-
house development (corporate IT departments), and (ii) MSPs, including large system integrators and smaller independent developers, and VARs that
use our technology to develop or provide solutions to their customers. MSPs who are packaged software publishers use our technology to write
standard packaged software products that are sold to multiple customers, typically within a vertical industry sector or a horizontal business function.
47
Among the thousands of customers running their business systems with our technology are the following:
ABB Group
Able B.V.
ADD
Adidas Canada
Adecco Nederland
Agricultural Bank of China
Allstate Life Insurance
ATLAS Grupo Financiero
Seguros y Fianzas
Auchan
AutoScout24
Axesor Powers
Bank Leumi
BNP Paribas
Boston Medical Center
CBIA
Çelebi Ground Handling Inc.
Centric
Christie Digital
Club Med
Coca Cola
Crane & Co.
Datenlotsen
Eco-Emballages
Electra
Export-Import Bank of Thailand
Ekro
Euroclear
Farm Mutual Reinsurance Plan
Finanz Informatik
Fiskars
Franken Brunnen
Fujitsu Marketing
Fujitsu-Ten
Sales, Marketing and Distribution
Fukushima Bank
Gakken
GE Capital
GGD Amsterdam
Grange Company
Groupe Flo
Grupo Inversionistas en Autotransportes
Mexicanos
Guardian Life Insurance
Hebrew University of Jerusalem
Hitachi Systems
IDF
ING Commercial Finance BV
ISS
Japan Chamber of Commerce
Korea Development Bank (KDB)
Lekkerland Nederland BV
Lloyds Bank
L’Occitane
Loxam
MatrixCare
Mahindra & Mahindra
Moose Toys
Morgan Advanced Materials
Mundipharma
Nagarjuna Fertilizers & Chemicals Ltd.
Nespresso
NextiraOne
NHS Trust
Nihon UNISYS
Nintendo
Orangina Schweppes
Pacific Steel & Recycling
Parrot
Petzl
PGG Wrightson
PTT
QboCel Mexico
Rosenbauer
Segafredo France
Sennheiser
Sony DADC
Staff Development Management Systems
(SDMS Ltd)
SECOM Trust Systems
Sodiaal
Stallergenes
State of Washington Courts
Sterling Crane
Sun Life Insurance
Synbra Holding BV
Telenet Belgium
TelOne Zimbabwe
The Himalaya Drug Company
TOA
TOTO
UPS
Valeo services
Veolia Waters
Viparis
Vishay Intertechnology
Vodafone Iceland
Volvo Brazil
WellMark
Worldwide Flight Services (WFS)
ZF Lemforder
We market, sell and support our products through our own global offices and marketing department, as well as through a broad global channel-
network of MSPs, system integrators, value-added distributors and resellers, and OEM and consulting partners. Our sales force is based in our
regional offices in the United States, Japan, Germany, United Kingdom, Netherlands, France, Hungary, South Africa, India and Israel, and through
regional distributors elsewhere. Our sales network is present in about 50 countries worldwide.
Direct Sales. For Magic xpa and AppBuilder, our direct sales force pursues software solution providers and enterprise accounts. Our sales personnel
carry out strategic sales with a direct approach to decision makers, managing a constantly monitored consultative type of sales cycle. Magic xpi,
FactoryEye and Magic’s Data Management and Analytics platform are mostly sold through indirect channels and through our ecosystem business
relationships, but we have some direct customers with integration needs.
As of December 31, 2022, we employed approximately 231 sales and marketing personnel including, a team of sales engineers who provide pre-sale
technical support, presentations and demonstrations in order to support our sales force.
48
Indirect Sales. We maintain an indirect sales channel, through our ecosystem business relationships, as well as through system integrators, value
added distributors and resellers, OEM partners, as well as consultancies and service providers. We maintain an indirect sales channel for Magic xpa
through MSPs and system integrators, who use our application and integration platforms to develop and deploy different applications for sale to their
end-user customers.
Distributors. In general, we distribute our products through regional non-exclusive distributors in those countries where we do not have a sales
office. A regional distributor is typically a software marketing organization with the capability to add value with consulting, training and support.
Distributors that are also MSPs are generally responsible for the implementation of both our application platform and business and process
integration suite and localization into their native languages. The distributors also translate our marketing literature and technical documentation.
Distributors must undergo our program of sales and technical training. Marketing, sales, training, consulting, product and customer support are
provided by the local distributor. We are available for backup support for the distributor and for end-users. In coordination with the local subsidiaries
and distributors, we also provide sales support for large and multinational accounts.
VARs. In general, we resell our products through VARs that extend their capabilities with our offerings. These include SAP VARs.
Global Marketing Activities. We carry out a wide range of marketing activities aimed at generating awareness of our solutions offerings and to
promote sales. Among our activities, we focus both on both outbound and inbound marketing, including a content-rich website available in eight
foreign languages, social networks communication, search engine optimization, on-line advertising, lead generation campaigns, public relations, case
studies, blogs, industry analyst relations, attendance at conferences and trade shows and lead generation campaigns around key professional white
papers and webinars. We conduct distributor and user conferences to update our worldwide affiliates and user base on our new product offerings,
marketing and promotional activities, pricing, best practices, technical information and other information.
We use the Salesforce.com CRM platform and the Hubsopt marketing automation tool globally to connect all our lead generation campaigns with our
sales pipeline management. We have aligned all our local offices to work according to the same global sales and marketing processes. We have also
used our own Magic xpi Integration Platform to automate processes between our Salesforce and SAP systems to increase efficiency.
Our sales cycle varies by size of the customer, the number of products purchased and the complexity of the customer’s infrastructure, ranging from
several weeks for incremental sales to existing customers to several months for large deployments.
Competition
The markets for our Enterprise Mobility Solution, and Magic xpa and Magic xpi platforms are characterized by rapidly changing technology,
evolving industry standards, frequent new product introductions, mergers and acquisitions, and rapidly changing customer requirements. These
markets are therefore highly competitive, and we expect competition to continue to intensify. The growth of the cloud adoption and mobile markets
increases the competition in these areas. We constantly follow and analyze the market trends and our competitors in order to effectively compete in
these markets and avoid losing market share to our direct competitors and other players.
With Magic xpa, we compete in the low-code application platform, SOA architecture and enterprise mobility markets. Our main competitors fall into
two categories: (1) providers of custom software and customer software solutions that address, or are developed to address, some of the use cases that
can be addressed by applications developed on our platform; and (2) providers of low-code development platforms, such as Microsoft,
Salesforce.com, ServiceNow, OutSystems, Appien and Mendix.
As our market grows, we expect it will attract more highly specialized vendors as well as larger vendors that may continue to acquire or bundle their
products more effectively. The principal competitive factors in our market include:
● Platform features, reliability, performance, and effectiveness;
● Ease of use and speed;
49
● Platform extensibility and ability to integrate with other technology infrastructures;
● Deployment flexibility;
● Robustness of professional services and customer support;
● Price and total cost of ownership;
● Strength of platform security and adherence to industry standards and certifications;
● Strength of sales and marketing efforts; and
● Brand awareness and reputation.
With Magic xpi, we compete in the integration platform market, which is highly competitive and rapidly evolving. Among our current competitors
are IBM, Informatica, TIBCO, MuleSoft, Jitterbit, Talend, Dell–Boomi, Scribe and Software AG.
There are several similar products in the market utilizing the model driven architecture, or MDA, approach utilized by AppBuilder. The market for
this type of platform is highly competitive. Companies such as CA and IBM have tools that compete directly with AppBuilder. Furthermore, new
development paradigms have become very popular in IT software development and developers today have many alternatives.
As our market grows, we expect that it will attract more highly specialized vendors as well as larger vendors that may continue to acquire or bundle
their products more effectively. The principal competitive factors in our market include:
● platform features, reliability, performance and effectiveness;
● ease of use and speed;
● platform extensibility and ability to integrate with other technology infrastructures;
● deployment flexibility;
● robustness of professional services and customer support;
● price and total cost of ownership;
● strength of platform security and adherence to industry standards and certifications; and
● strength of sales and marketing efforts.
We believe we generally compete favorably with our competitors with respect to the features, security and performance of our platform, the ease of
integration of our applications and the relatively low total cost of ownership of our applications. However, many of our competitors have
substantially greater financial, technical and other resources, greater name recognition, larger sales and marketing budgets, broader distribution, more
diversified product lines and larger and more mature intellectual property portfolios.
Our goal is to maintain our technological advantages, time to market and worldwide sales and distribution network. We believe that the principal
competitive factors affecting the market for our products include developer productivity, rapid results, product functionality, performance, reliability,
scalability, portability, interoperability, ease-of-use, demonstrable economic benefits for developers and users relative to cost, quality of customer
support and documentation, ease of installation, vendor reputation and experience, financial stability as well as intuitive and out-of-the-box solutions
to extend the capabilities of ERP, CRM and other application vendors for enterprise integration.
50
Intellectual Property
In accordance with industry practice, since we have no registered patents on our software solution technologies, we rely upon a combination of
copyright, trademark, trade secret laws and contractual restrictions to protect our rights in our software products. Our policy has been to pursue
copyright protection for our software and related documentation and trademark registration of our product names. In addition, our key employees and
independent contractors and distributors are required to sign non-disclosure and secrecy agreements.
We provide our products to customers under a non-exclusive, non-transferable license. Usually, we have not required end-users of our products to
sign license agreements. Generally, a “shrink wrap” license agreement is included in the product packaging, which explains that by opening the
package seal, the user is agreeing to the terms contained therein. It is uncertain whether license agreements of this type are legally enforceable in all
of the countries in which the software is marketed.
We do not believe that patent laws are a significant source of protection for our products since the software industry is characterized by rapid
technological changes, the policing of unauthorized use of software is a difficult task and software piracy is expected to continue to be a persistent
problem for the packaged software industry. As there can be no assurance that the above-mentioned means of legal protection will be effective
against piracy of our products, and since policing unauthorized use of software is difficult, software piracy can be expected to be a persistent
potential problem.
We believe that because of the rapid pace of technological change in the software industry, the legal protections for our products are less significant
factors in our success than the knowledge, ability and experience of our employees, the frequency of product enhancements and the timeliness and
quality of our support services.
Our trademark rights include rights associated with our use of our trademarks and rights obtained by registration of our trademarks. We have
obtained trademark registrations in South Africa, Canada, China, Israel, the Netherlands (Benelux), Switzerland, Thailand, Japan, the United
Kingdom and the United States. The initial terms of the registration of our trademarks range from 10 to 20 years and are renewable thereafter. Our
use and registration of our trademarks do not ensure that we have superior rights to others that may have registered or used identical or related marks
on related goods or services. We have registered a copyright for our software in the United States and Japan. In addition, we have registered
copyrights for some of our manuals in the United States and have acquired an International Standard Book Number (ISBN) for some of our manuals.
Our copyrights expire 70 years from date of first publication.
Environmental, Social & Governance Matters
We place emphasis on, and devote considerable time towards, business responsibility, sustainability, and delivering value for our customer base,
employees, investors, suppliers, and each of our respective communities. We have developed a strong set of corporate values that inspire ethical
behavior throughout their decision-making process and that promote one of our business objectives of bringing together a diverse group with the
unique skill sets, knowledge, and talents to effectuate our vision.
51
C. ORGANIZATIONAL STRUCTURE
The following table sets forth the legal name, location and country or state of incorporation and percentage ownership of our subsidiaries as of
December 31, 2022:
Subsidiary Name
Magic Software Japan K.K
Magic Software Enterprises Inc.
Magic Software Enterprises (UK) Ltd (shares held by Magic Software Enterprises Netherlands B.V.)
Hermes Logistics Technologies Limited (shares held by Magic Software Enterprises (UK) Ltd)
Magic Software Enterprises Spain Ltd (shares held by Magic Software Enterprises Netherlands B.V.)
Coretech Consulting Group, Inc. (shares held by Magic Software Enterprises Inc)
Coretech Consulting Group LLC (shares held by Magic Software Enterprises Inc)
Fusion Solutions LLC. (shares held by Coretech Consulting Group LLC)
Fusion Technical Solutions LLC. (shares held by Fusion Solutions LLC)
Xsell Resources Inc. (shares held by Coretech Consulting Group LLC)
Magic Software Enterprises (Israel) Ltd
Magic Software Enterprises Netherlands B.V.
Magic Software Enterprises France (shares held by Magic Software Enterprises Netherlands B.V.)
Magic Beheer B.V. (shares held by Magic Software Enterprises Netherlands B.V.)
Magic Benelux B.V. (shares held by Magic Beheer B.V.)
Magic Software Enterprises GMBH (shares held by Magic Software Enterprises Netherlands B.V.)
Magic Software Enterprises India Pvt. Ltd
Onyx Magyarorszag Szsoftverhaz (shares held by Magic Software Enterprises Netherlands B.V.)
Magix Integration (Proprietary) Ltd
AppBuilder Solutions Ltd
Complete Business Solutions Ltd
Datamind Technologies Ltd (shares held by Complete Business Solutions Ltd)
CommIT Technology Solutions Ltd
CommIT Software Ltd (shares held by Comm-IT Technology Solutions Ltd.)
CommIT Embedded Ltd (shares held by Comm-IT Technology Solutions Ltd.)
Valinor Ltd. (shares held by Comm-IT Technology Solutions Ltd.)
Dario Solutions IT Ltd (shares held by Comm-IT Technology Solutions Ltd.)
Quickode Ltd (shares held by Comm-IT Technology Solutions Ltd.)
Twingo Ltd (shares held by Comm-IT Technology Solutions Ltd.)
9540 Y.G. Soft I.T Ltd. (shares held by CommIT Software Ltd.)
Pilat Europe Ltd.
Pilat (North America), Inc.
Roshtov Software Industries Ltd
BridgeQuest Labs, Inc. (shares held by BridgeQuest, Inc.)
BridgeQuest, Inc. (shares held by Magic Software Enterprises Inc.)
Allstates Consulting Services LLC (shares held by Magic Software Enterprises Inc.)
F.T.S. - Formula Telecom Solutions Ltd.
FTS Bulgaria Ltd. (FTS Global Ltd.) (shares held by F.T.S. - Formula Telecom Solutions Ltd.)
Comblack IT Ltd
Yes-IT Ltd. (shares held by Comblack IT Ltd)
Shavit Software (2009) Ltd. (shares held by Comblack Ltd)
Infinigy (UK) Holdings Limited
Infinigy (US) Holding Inc (shares held by Infinigy (UK) Holdings Limited)
52
Country of
Incorporation
Ownership
Percentage
Japan
Delaware
United Kingdom
United Kingdom
Spain
Pennsylvania
Delaware
Delaware
Delaware
Pennsylvania
Israel
Netherlands
France
Netherlands
Netherlands
Germany
India
Hungary
South Africa
United Kingdom
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
United Kingdom
New Jersey
Israel
North Carolina
North Carolina
Delaware
Israel
Bulgaria
Israel
Israel
Israel
United Kingdom
Georgia
100%
100%
100%
100%
100%
100%
100%
100%
49%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
77.8%
100%
75%
100%
100%
100%
60%
60%
100%
100%
80%
100%
100%
100%
100%
100%
80.1%
100%
100%
100%
100%
Subsidiary Name
Infinigy Solutions LLC. (shares held by Infinigy (US) Holding Inc)
Infinigy Engineering LLP (shares held by Infinigy Solutions LLC.).
Skysoft Solutions Ltd. (shares held by CommIT Embedded Ltd.)
Futurewave Systems, Inc. (shares held by Fusion Solutions LLC.)
OnTarget Group, Inc
NetEffects, Inc. (shares held by Coretech Consulting Group LLC)
PowWow Inc.
BA Microwaves Ltd.
Stockell Information Systems Inc.
Mobisoft Ltd.
Magic Hands B.V.
Knowledge & Solutions Software B.V.
Aptonet, Inc.
Comm-IT USA, Inc.
Comblack Municipal Services Ltd.
Shavit Human resource Ltd.
Menarva Ltd.
Enable IT LLC. (shares held by Coretech Consulting Group LLC)
Enable IT Consulting Services Canada Inc. (shares held by Enable IT LLC.)
Appush Technologies Ltd (Formerly known as Vidstart Ltd)
Appush Inc. (Shares held by Appush Technologies Ltd)
The Goodkind Group, LLC
Goodkind Hospitality, LLC
Intrabases SAS
D. PROPERTY, PLANTS AND EQUIPMENT
Country of
Incorporation
Ownership
Percentage
Georgia
Georgia
Israel
Georgia
North Carolina
Missouri
California
Israel
Missouri
Israel
Netherlands
Netherlands
Georgia
Delaware
Israel
Israel
Israel
Delaware
Canada
Israel
Delaware
New York
Delaware
France
100%
100%
75%
100%
100%
100%
100%
56.67%
100%
73.75%
100%
100%
100%
100%
70%
100%
100%
100%
100%
80.1%
100%
100%
100%
100%
Our headquarters and principal administrative, finance, sales, marketing and research and development office is located in a 32,404 square foot office
facility that we lease in Or Yehuda, Israel, a suburb of Tel Aviv. In 2022, we paid $0.6 million in annual rent for the Or Yehuda facilities under a
lease agreement expiring in June 2033, with two additional five (5) year options to extend our lease agreement for.
Our subsidiaries lease office space in Laguna Hills, California; King of Prussia, Pennsylvania; Dallas, Texas; Houston, Texas; New Jersey; Atlanta,
Georgia; Paris, France; Munich, Germany; Pune, India; Bangalore, India; Tokyo, Japan; Budapest, Hungary; Houten, the Netherlands; Johannesburg,
South Africa; Bracknell, the United Kingdom; Saint Petersburg, Russia; New York, New York and various locations in Israel. The aggregate annual
cost for such facilities was $4.8 million during the year ended December 31, 2022.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. OPERATING RESULTS
The following discussion of our results of operations should be read together with our consolidated financial statements and the related notes, which
appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our current plans, estimates and
beliefs and involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements. Factors
that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.
53
Background
We were organized under the laws of Israel on February 10, 1983 and began operations in 1986. Our Ordinary Shares have been listed on the
NASDAQ Stock Market (symbol: MGIC) since our initial public offering in the United States on August 16, 1991. On January 3, 2011, our shares
were transferred to the NASDAQ Global Select Market. Since November 16, 2000, our Ordinary Shares have also traded on the Tel Aviv Stock
Exchange, or the TASE, and since December 15, 2011, our shares have been included in the TASE’s TA-125 Index.
Overview
We develop market, sell and support application platforms, business and process integration and selected vertical comprehensive software solutions
packages. We have 67 active wholly-owned subsidiaries in the United States, Israel, Europe, Asia and South Africa. Of such subsidiaries, 30 are
engaged in developing, marketing and supporting vertical applications, as well as in selling and supporting our products, and 37 subsidiaries
specialize in providing broad range of IT consulting and outsourcing services in the areas of infrastructure design and delivery, application
development, technology planning and implementation services, as well as supplemental outsourcing services.
As an IT technology innovator, we have many years of experience in assisting software companies and enterprises worldwide to produce and
integrate their business applications. Our application platforms, Magic xpa and AppBuilder, are used by thousands of enterprises and MSPs to
develop solutions for their users and customers in approximately 50 countries. We also provide maintenance and technical support as well as
professional services to our enterprise customers and to MSPs. In addition, we sell our Magic xpi and FactoryEye technologies for business
integration to enterprises using specific popular software applications, such as SAP, Salesforce.com, IBM i (AS/400) or Oracle JD Edwards and other
business applications. We refer to these vendor-centered market sectors as ecosystems.
Our consolidated financial statements for the year ended December 31, 2022 are our first consolidated financial statements prepared in accordance
with IFRS. For all periods up to and including the year ended December 31, 2021, we have prepared our financial statements in accordance with U.S
GAAP. Accordingly, we have prepared financial statements that comply with IFRS applicable as of December 31, 2022, together with the
comparative period data for the year ended December 31, 2021. An explanation of the principal adjustments made in restating the U.S. GAAP
financial statements, including the statement of financial position as of January 1, 2021 and the financial statements for the year ended December 31,
2021, is provided in note 24 to our consolidated financial statements included in Item 18 of this annual report.
General
Our consolidated financial statements appearing in this annual report have been prepared in U.S. dollars and in accordance with IFRS.
Transactions and balances originally denominated in dollars are presented at their original amounts. Transactions and balances in currencies other
than the U.S. dollar are converted into dollars in accordance with the the International Accounting Standard 21 (IAS 21) “The Effects of Changes in
Foreign Exchange Rates.” The majority of our sales are made outside of Israel and a substantial part of them is in dollars. In addition, a substantial
portion of our costs is incurred in dollars. Since the dollar is the primary currency of the economic environment in which we and certain of our
subsidiaries operate, the dollar is our functional and reporting currency and accordingly, monetary accounts maintained in currencies other than the
dollar are remeasured into dollars using the foreign exchange rate in effect at each balance sheet date. Operational accounts and non-monetary
balance sheet accounts are measured and recorded at the exchange rate in effect at the date of the transaction. For certain foreign subsidiaries whose
functional currency is other than the U.S. dollar, all balance sheet accounts have been translated using the exchange rates in effect at each balance
sheet date. Operational accounts have been translated using the average exchange rate prevailing during each year. The resulting translation
adjustments are reported as a component of accumulated other comprehensive income (loss) in equity.
54
Vision and Focus Areas
Our vision of how the industry will evolve is being driven by the change in enterprise mobility, cloud computing and Big Data. We believe that our
technology and extensive services will allow us to expand our offerings into the cloud and mobile enterprise markets with speed, scale and flexibility.
We intend to remain focused on both the technology and business architectures that will enable our customers to take advantage of the cost
efficiencies and competitive advantages conveyed by these technologies. We intend to continue to prudently take advantage of opportunities to
capture market transitions and to put our assets to use in existing and new markets as the recovery continues. We believe that our strategy and our
ability to innovate and execute may enable us to improve our competitive position in difficult business conditions and may continue to provide us
with long-term growth opportunities.
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, dependence on a limited number
of core product families, selected vertical software solutions and services, competition, ability to realize benefits from business acquisitions,
dependence on a key customer for a significant percentage of our revenues and changes in the mix of revenues generated by different revenue
elements affect our gross margins and profitability. For further discussion of the factors affecting our results of operations, see “Risk Factors.”
Dependence on a limited number of core product families and services
We derive a significant portion of our revenues from sales of application and integration platforms primarily under our Magic xpa, Magic xpi,
FactoryEye, Magic SmartUX and AppBuilder brands and from related professional services, software maintenance and technical support as well as
from packaged software solutions in several business verticals (mainly human recourses, cargo handling, patient medical records and billing), and
from other IT professional services, which include IT consulting and outsourcing services. Our future growth depends heavily on our ability to
effectively develop and sell new products developed by us or acquired from third parties as well as add new features to existing products. A decrease
in revenues from our principal products and services would adversely affect our business, results of operations and financial condition.
Competition
We compete with other companies in the areas of application platforms, business integration and business process management, and in the
applications and services markets in which we operate. The growth of the SaaS and Enterprise Mobility market has increased the competition in these
areas. We expect that such competition will continue to increase in the future, both with respect to our technology, applications and services which
we currently offer and applications and services which we and other vendors are developing. Increased competition, direct and indirect, could
adversely affect our business, financial condition and results of operations.
We also compete with other companies in the technical IT consulting and outsourcing services industry. This industry is highly competitive and
fragmented and has low entry barriers. We, through eight of our subsidiaries in the United States and five of our subsidiaries in Israel, compete for
potential customers with providers of outsourcing services, systems integrators, computer systems consultants, other providers of technical IT
consulting services and, to a lesser extent, temporary personnel agencies. We expect competition to increase, and we may not be able to remain
competitive.
55
Some of our existing and potential competitors are larger companies, have substantially greater resources than us, including financial, technological,
marketing, skilled human resources and distribution capabilities, and enjoy greater market recognition than us. We may not be able to differentiate
our products and services from those of our competitors, offer our products as part of integrated systems or solutions to the same extent as our
competitors, or successfully develop or introduce new products that are more cost-effective, or offer better performance than our competitors. Failure
to do so could adversely affect our business, financial condition and results of operations.
Dependence on key customers
We depend on repeat product and professional services revenues from a certain base of existing customers. Our two largest customers accounted for
21.2% and 20.6% of our revenues in the years ended December 31, 2021 and 2022, respectively, and our five largest customers accounted for 27.5%
and 26.4% of our revenues in the years ended December 31, 2021 and 2022, respectively. If these existing customers decide not to continue utilizing
our professional services, not to renew their existing engagements, not to continue using our products, or decide to significantly decrease their total
expenditures with us, it may adversely affect our business, results of operations and financial condition. While one of these five customers is under a
contract until December 31, 2027, under their master services agreements, the other customers may terminate their agreements with us upon only a
30-days’ notice and without any penalty.
Revenue Mix
We derive our revenues from the sale of proprietary and third-party software licenses, related professional services, maintenance and technical
support as well as from other IT professional services. In recent years the decline in our gross margin was primarily affected by the change in
proportion of our revenues generated from the sale of each of those elements of our revenues. Our revenues from the sale of our proprietary software
licenses, related professional services, maintenance and technical support have higher gross margins than our revenues from third party software
licenses and IT professional and outsourcing services. Any increase in the portion of third-party software license sales out of total license sales will
decrease our gross profit margin. If the relative proportion of our revenues from the sale of IT professional services continues to increase as a
percentage of our total revenues, our gross profit margins may continue to decline in the future.
The breakdown of our revenue mix for the twelve-month period of 2022 was approximately 18% related to our software solutions and 82% related to
our professional services, compared to 20% related to our software and 80% related to our professional services in 2021 as a whole. The increase in
the percentage of our professional services is due to the continued strong demand for our professional experts driving our professional services
revenue stream and the addition of TGG acquired during the third quarter of 2022 to our professional services business segment contributing $10.1
million to our top line this year.
Despite the significant change in mix of our revenues between software solutions and professional services, the breakdown of our gross profit mix for
the twelve-month period of 2022 remained stable as approximately 40% of our gross profit related to our software solutions and 60% related to our
professional services in 2022 as a whole, compared to 44% related to our software and 56% related to our professional services in 2021 as a whole.
56
We may encounter difficulties in realizing the potential financial or strategic benefits of recent and future business acquisitions.
A significant part of our business strategy is to pursue acquisitions and other initiatives based on strategy centered on three key factors: growing our
customer base, expanding geographically and adding complementary solutions to our portfolio— all while we seek to ensure our continued high
quality of services and product delivery. As such, in recent years we made numerous of acquisitions. 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 the future in order
to expand our business. Failure to manage and successfully integrate 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 and technologies 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 another business, we may face difficulties, including:
● Difficulties in integrating the operations, systems, technologies, products, and personnel of the acquired businesses or enterprises;
● 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;
● Potential difficulties in completing projects associated with in-process research and development;
● Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger
market positions;
● 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.
Impact of Currency Fluctuations and of Inflation
Our financial statements are stated in U.S. dollars, our functional currency. However, a substantial portion of our revenues and costs are incurred in
other currencies, particularly NIS, Euros, Japanese yen, and the British pound. We also maintain substantial non-U.S. dollar balances of assets,
including cash, accounts receivable, and liabilities, including accounts payable and debts to banks and financial institutions. Therefore, fluctuations in
the value of the currencies in which we do business relative to the U.S. dollar may adversely affect our business, results of operations and financial
condition. The depreciation of such other currencies 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 those other currencies (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 such other currencies or receivables payable in such other currencies
(unless such receivables are linked to the U.S. dollar). In addition, the U.S. dollar value of revenues and expenses denominated in such other
currencies would decrease. Conversely, the appreciation of any currency 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.
In addition, while we incur a portion of our costs in NIS, the U.S. dollar cost of our operations in Israel is influenced by the extent to which any
increase in the rate of inflation in Israel is (or is not) offset, or is offset on a lagging basis, by a devaluation of the NIS in relation to the U.S. dollar.
Because exchange rates between the NIS, euro, Japanese Yen and the British pound and the U.S. dollar fluctuate continuously, exchange rate
fluctuations and especially larger periodic devaluations will have an impact on our profitability and period-to-period comparisons of our results. We
cannot assure you that in the future our results of operations may not be adversely affected by currency fluctuations.
57
The following table sets forth for the periods indicated (depreciation) or appreciation of the U.S. dollar against the most important currencies for our
business and the Israeli consumer price index:
New Israeli Shekel
Euro
Japanese Yen
British Pound
Israeli Consumer Price Index
Segments
2018
Year Ended December 31,
2020
2021
2019
8.1%
4.6%
(2.4)%
5.6%
0.8%
(7.8)%
2.0%
(1.2)%
(3.1)%
0.6%
(7.0)%
(8.5)%
(5.0)%
(3.4)%
(0.7)%
(3.3)%
8.4%
(11.7)%
(1.1)%
2.8%
2022
13.2%
6.1%
(14.6)%
12.2%
5.3%
We report our results on the basis of two reportable business segments: software services (which include proprietary and non-proprietary software
technology and complementary services) and IT professional services. Set forth below is segment information for the years ended December 31,
2021 and 2022.
2022
Total revenues
Expenses
Operating income (loss)
Depreciation, amortization and stock-based compensation expenses
Capitalized software development costs
EBITDA
2021
Total revenues
Expenses
Operating income (loss)
Depreciation, amortization and stock-based compensation expenses
Capitalized software development costs
EBITDA
Software
services
Unallocated
IT professional
expense
services
(U.S. dollars in thousands)
Total
99,374
72,115
27,259
10,321
(3,059)
34,521
$
$
$
467,418
427,446
39,972
9,102
-
49,074
$
$
$
$
-
5,469
(5,469) $
372
-
(5,097) $
566,792
505,030
61,762
19,795
(3,059)
78,498
Software
services
Unallocated
IT professional
services
expense
(U.S. dollars in thousands)
Total
95,589
74,863
20,726
10,619
(3,193)
28,152
$
$
$
384,736
347,712
37,024
8,846
-
45,870
$
$
$
$
-
5,627
(5,627) $
372
-
(5,255) $
480,325
428,202
52,123
19,837
(3,193)
68,767
$
$
$
$
$
$
58
Explanation of Key Income Statement Items
Revenues. Revenues are derived from sales of software licenses (proprietary and non-proprietary), related professional services, maintenance and
technical support and other IT professional services, which include, cloud computing and IT consulting and outsourcing services. Revenues may
continue to be affected by factors including market uncertainty, which can result in cautious spending in our global markets; changes in the
geopolitical environment; sales cycles; fluctuation of exchange rates; changes in the mix of direct sales and indirect sales and variations in sales
channels.
Cost of Revenues. Cost of revenues for software sales consist primarily of software production costs, royalties and licenses payable to third parties,
as well as amortization of capitalized and acquired software costs. Cost of revenues for maintenance and technical support and professional services
consists primarily of personnel expenses, subcontracting and other related costs. Cost of revenues for software sales is affected by changes in the mix
of products sold; price competition; sales discounts; fluctuation of exchange rates; and increases in labor costs. Service gross margin may be
impacted by various factors such as the change in mix between technical support services and advanced IT professional services, the timing of
technical support service contract initiations and renewals and the timing of our strategic investments in headcount and resources to support this
business.
Research and Development Expenses, Net. Research and development costs consist primarily of personnel expenses of employees engaged in on-
going research and development activities, subcontracting, development tools and other related expenses. The capitalization of software development
costs is applied as reductions to gross research and development costs to calculate net research and development expenses.
The following table sets forth the gross research and development costs, capitalized software development costs, and the net research and
development expenses for the periods indicated:
Gross research and development costs
Less capitalized software development costs
Research and development expenses, net
2020
Year ended December 31,
2021
(U.S. dollars in thousands)
2022
$
$
12,091
(3,302)
8,789
$
$
12,188
(3,193)
8,995
$
$
13,149
(3,059)
10,090
Selling and Marketing Expenses. Selling and marketing expenses consist primarily of salaries and related expenses for sales and marketing
personnel, sales commissions, third party royalties, marketing programs and campaigns, website related expenses, public relations, on-line
advertising, industry analyst relations, promotional materials, travel expenses and conferences and trade shows exhibit expenses, as well as
amortization of acquired customer relationships recorded as a result of business combinations.
General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses for executive,
accounting, human resources and administrative personnel, professional fees, legal expenses, provisions for credit losses, and other general and
administrative corporate expenses.
Financial income (expenses), net. Net financial income (expenses) consists primarily of interest earned on cash equivalents deposits and marketable
securities, bank fees and interest paid on loans received, interest expenses related to liabilities in connection with acquisitions and impact of foreign
currency exchange rates fluctuations.
59
Results of Operations
The following table presents selected consolidated statement of operations data for the periods indicated as a percentage of total revenues:
Revenues:
Software
Maintenance and technical support
Consulting services
Total revenues
Cost of revenues:
Software
Maintenance and technical support
Consulting services
Total cost of revenues
Gross profit
Operating costs and expenses:
Research and development, net
Selling and marketing,
General and administrative
Change in valuation of contingent consideration related to acquisitions
Total operating expenses, net
Operating income
Financial income (expenses), net
Increase in valuation of contingent consideration related to acquisitions
Income before taxes on income
Tax on income
Net income attributable to redeemable non-controlling interests
Net income attributable to non-controlling interests
Net income attributable to Magic’s shareholders
Year ended
December 31,
2021
2022
6.5%
7.5%
86.0%
100.0%
2.5%
0.9%
68.9%
72.3%
27.7%
1.9%
7.9%
6.5%
0.5%
16.8%
10.9%
(0.8)%
(0.6)%
9.5%
(2.1)%
(0.7)%
(0.4)%
6.3%
5.8%
6.1%
88.1%
100.0%
1.9%
0.6%
70.1%
72.6%
27.4%
1.8%
8.3%
6.6%
(0.2)%
16.5%
10.9%
(0.6)%
(0.1)%
10.2%
(2.0)%
(0.6)%
(0.4)%
7.2%
Year Ended December 31, 2022 Compared with Year Ended December 31, 2021
Revenues. Revenues in 2022 increased by 18.0% from $480.3 million in 2021 to $566.8 million in 2022.
Revenues from the software services business segment increased by 4.0% from $95.6 million in 2021 to $99.4 million in 2022. This is primarily
attributable to i) first time consolidation of our subsidiary Intrabases acquired on July 1st 2022 which contributed $1.4 million, ii) Increase of $0.9
million due to the inclusion of Menarva revenues, acquired in April 1, 2021, on a full year basis and iii) increase in sales of proprietary software
licenses.
Revenues from the IT professional services business segment increased by 21.5% from $384.7 million in 2021 to $467.4 million in 2022, primarily
attributable to i) increase of $3.7 million due to the inclusion of Enable IT revenues, acquired on April 1, 2021 respectively on a full year basis, ii)
increase of $21.0 million due to the acquisition of Appush and TGG acquired on January 1, 2022 and August 15, 2022 respectively, with the
remaining increase resulted primarily from increased demand for our IT software services across most of our business units.
60
The following table summarizes our revenues by geographical market for the years ended December 31, 2021 and 2022:
United States
Israel
Europe
Japan
Other
Total revenues
Year ended
December 31,
2021
2022
(U.S. dollars in thousands)
$
$
254,342
180,462
30,085
11,443
3,993
480,325
$
$
308,485
205,258
39,247
10,121
3,681
566,792
Cost of Revenues. Cost of revenues increased by approximately 18.5% from $347.3 million in 2021 to $411.4 million in 2022.
Cost of revenues from the software services business segment increased by 0.2% from $37.6 million in 2021 to $37.7 million in 2022. As percentage
of revenues, cost of revenues from the software services business segment decreased from approximately 39% in 2021 to approximately 38% in
2022. This is primarily due to the increase recorded in our sales of proprietary technology software licenses and proprietary packaged software
solutions.
Cost of revenues from the IT professional services business segment increased by approximately 20.7% from $309.7 million in 2021 to $373.7
million in 2022. As percentage of revenues, cost of revenues from the IT professional services business segment remained stable at approximately
80% in 2022 and 2021. The increase in cost of revenues from the IT professional services business segment in absolute numbers is in line with the
increase in revenues from the IT professional services business segment.
Gross Margin. Gross margin declined mildly by 0.3% from 27.7% in 2021 to 27.4% in 2022. The decrease in our gross margin is mainly attributable
to the change of our revenue mix related to our software solutions compared to our professional.
Research and Development Expenses, Net. Gross research and development costs increase by 7.9% from 12.2 million in 2021 to $13.1 million in
2022. Net research and development costs increased by 12.2% from $9.0 million in 2021 to $10.1 million in 2022. In 2022, we capitalized $3.1
million of software development costs compared to $3.2 million in 2021. Net research and development costs as a percentage of revenues was 1.8%
in 2022 compared to 1.9% in 2021. Gross (net) research and development costs as a percentage of revenues of our software services business
segment remains constant at 13% (10%) between 2021 and 2022.
61
Selling and Marketing Expenses. Selling and marketing expenses increased by 22.8% from $38.1 million in 2021 to $46.9 million in 2022. Selling
and marketing expenses as a percentage of revenues increased from 7.9% in 2021 to 8.3% in 2022. The increase in the sales and marketing expenses
as a percentage of sales is due to the sales and marketing costs in our newly acquired entity, TGG.
General and Administrative Expenses. General and administrative expenses increased by 8.6% from $33.7 million in 2021 to $36.6 million in 2022.
General and administrative expenses as a percentage of revenues declined from 7.0% in 2021 to 6.5% in 2022. The increase in expenses is
attributable mainly to stock options issuance in one of our subsidiaries.
Financial Expenses, Net. We recorded net financial expenses of $3.7 million in 2021 and $3.6 million in 2022. The decrease is mainly attributed to
$1.1 million increase in interest expenses with respect to loans from financial institutions offset by $1.2 million decrease in costs arising from
revaluation of U.S dollar mainly versus the New Israeli Shekel and the Euro.
Taxes on Income. We recorded taxes on income of $10.3 million in 2021 compared to $11.1 million in 2022. The rest of the increase is in line with
the increase in our taxable income.
Net Income Attributable to Our Shareholders. Our net income increased from $29.8 million in 2021 to $40.5 million in 2022, primarily attributable
to an increase in our operation profit of $9.6 million.
Year Ended December 31, 2021 Compared with Year Ended December 31, 2020
Please see Item 5A of our Form 20-F for the Year ended December 31, 2021 filed on May 12, 2022 for this comparison.
B. LIQUIDITY AND CAPITAL RESOURCES
To date, we have financed our operations through income generated by operations, proceeds from our public offerings in 1991 (approximately $8.5
million), 1996 (approximately $5.0 million), 2000 (approximately $79.6 million) and 2014 (approximately $54.7 million), private equity investments
in 1998 (approximately $12.2 million), 2010 (approximately $20.3 million), and in 2018 (approximately $34.6 million). In addition, we have also
financed our operations through short-term loans, long-term loans and borrowings under available credit facilities from financial institutions.
In November 2016, we obtained a NIS 120 million loan linked to the New Israel Shekel from an Israeli financial institution. We intended to use the
proceeds from this loan for our general corporate purposes, which may include the funding of our working capital needs and the funding of potential
acquisitions. The principal amount of the loan is payable in seven equal annual payments with the final payment due on November 2, 2023 and bears
a fixed interest rate of 2.60% per annum, payable in two semi-annually payments. The loan, which may be prepaid under certain circumstances (in
any event for not less than NIS 5.0 million and thereon for amounts which are a multiple of NIS 5.0 million), is subject to various financial covenants
which mainly consist of the following:
a. Our equity will not be lower than $100 million (one hundred million U.S. Dollars at all times;
b. Our cash and cash equivalent and marketable securities available for sales will not be less than $10 million (ten million U.S. Dollars);
c. The ratio of our total financial debts to total assets will not exceed 50%;
d. The ratio of our total financial debts less cash, short-term deposits and short-term marketable securities to the annual EBITDA will not
exceed 3.25 to 1;
e. Cross default, including following an immediate repayment initiated in relation to other financial indebtedness in an amount that
exceeds $5 million;
f.
Suspension of trading of the debentures on the TASE over a period of 60 days, or the delisting of the debentures from the TASE;
62
g.
If there is a change in control without consent of the lender (a change of control is deemed to occur if Formula ceases to be the
controlling shareholder of our company, whether directly or indirectly. Formula will be considered a controlling shareholder for so long
as it continues to hold at least 30% of the means of control of our company (within the meaning of the Israeli Securities Law) and there
is no other person or entity holding a higher percentage. To the extent that Formula holds such controlling interest jointly with others, it
will be deemed to remain our controlling shareholder if it maintains the highest percentage ownership among such other shareholders);
h. The existence and continuation of a bankruptcy event involving our company, or the liquidation of our company or writing off of our
assets;
i.
There has been a material adverse change in the business of our company compared to the position of our company shortly before the
issuance of the loan and there is a material concern that we will not be able to pay our obligations under the loan agreement on time;
and
j.
Failure to comply with the negative pledge covenant.
To date, we are in full compliance with the financial covenants of the loan.
On June 1, 2021, the Company obtained a loan in the amount of $ 15 million from an Israeli bank. The principal amount of the loan is payable in
eight equal semi-annual installments with the final payment due on December 1, 2025 and bears a fixed interest rate of SOFR + 2.1% per annum,
payable in two semi-annual payments.
On March 31, 2022, the Company entered into a secured credit agreement, or the Credit Agreement, with an Israeli bank (or the “Lender”). Pursuant
to the Credit Agreement, the Company borrowed $25 million, or the Bank Loan, for a five-year term. The Bank Loan will mature on March 31, 2027,
and will be repaid in 5 equal annual installments, whereas the interest will be paid and calculated on a quarterly basis. The Bank Loan bears interest
at the rate of SOFR + 2.25%.
On March 27, 2023, the Company entered into a loan agreement with an Israeli bank, pursuant to which , the Company borrowed $20,000 for a four-
year term (the “Bank Loan”). The Bank Loan will mature on March 27, 2027, and will be repaid in four (4) equal annual instalments of $6,052
(including interest) starting March 27, 2024. The Bank Loan bears interest at the rate SOFR + 3.38%.
The loan, which may be prepaid under certain circumstances, is subject to various financial covenants which mainly consist of the following:
a. Our equity will not be lower than $150 million (one hundred million U.S. Dollars at all times;
c. The ratio of our total financial debts less cash to total assets will not exceed 30%;
c. The ratio of our total financial debts less cash, short-term deposits and short-term marketable securities to the annual EBITDA will not
exceed 3.25 to 1;
To date, we are in full compliance with the financial covenants of the loan.
As of December 31, 2022, we had $87.0 million in cash and cash equivalents, with net working capital of approximately $93.0 million and long term
debts to banks and others of approximately $30.4 million compared to $94.8 million in cash and cash equivalents and available-for-sale marketable
securities, with net working capital of approximately $116.0 million and long term debts to banks and others of approximately $20.2 million, as of
December 31, 2021.
As of December 31, 2021, and 2022, our long-term and short-term debt amounted to $37.3 million and $51.1 million, respectively and our
redeemable non-controlling interests as of December 31, 2021 and 2022 amounted to $29.3 million and $28.3 million, respectively.
Based on our current operating forecast, we believe that our cash and cash equivalents (including available-for-sale marketable securities and existing
working capital), will be sufficient to meet our cash requirements for working capital and capital expenditures for at least the next 12 months. We
assume that our cash provided by operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our
operating results, accounts receivable collections, payments of loans and the timing and amount of tax and other payments.
We believe the overall credit quality of our portfolio is strong, with our cash equivalents and fixed income portfolio invested in securities with a
weighted-average credit rating exceeding A. Our fixed income and publicly traded equity securities are classified as Level 2 investments, as
measured under IFRS 13, “Fair Value Measurements,” as these vendors either provide a quoted market price in an active market or use observable
inputs.
63
Cash Flows
The following table summarizes our cash flows for the periods presented:
Net income from operations
Adjustments to reconcile net income to net cash provided by operating activities
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Decrease in cash and cash equivalents
Year ended
December 31,
2021
2022
(U.S. dollars in thousands)
$
$
$
35,339
8,335
43,674
(22,197)
(21,266)
(248)
(38) $
46,279
10,336
56,615
(34,458)
(18,276)
(8,909)
(5,028)
Net cash provided by operating activities was $56.6 million for the year ended December 31, 2022, compared to $43.7 million for the years ended
December 31, 2021.
Net cash provided by operations in 2022 consisted primarily of $46.3 million of net income adjusted for non-cash activities, including $19.8 million
of depreciation and amortization expenses, $2.1 million of stock-based compensation expenses, a $1.9 million decrease in other long term and short
term accounts receivable and prepaid expenses, a $0.1 million increase in trade payables, a $1.0 million decrease in accrued expenses and other
accounts payable, payments in connection with contingent considerations arising from acquisitions in the amount of $3.9 million. and a $0. 5 million
decrease in deferred revenues, offset by a $3.9 million change in deferred taxes, net and a $2.6 million increase in trade receivables.
Net cash provided by operations in 2021 consisted primarily of $35.3 million of net income adjusted for non-cash activities, including $19.8 million
of depreciation and amortization expenses, $1.0 million of stock-based compensation expenses, a $0.3 million increase in other long term and short
term accounts receivable and prepaid expenses, a $8.8 million increase in trade payables, a $5.4 million increase in accrued expenses and other
accounts payable, payments in connection with contingent considerations arising from acquisitions in the amount of $ 0.6 million and a $4.1 million
increase in deferred revenues, offset by a $3.1 million change in deferred taxes, net and a $27.5 million increase in trade receivables.
Net cash used in investing activities was approximately $34.5 million for the year ended December 31, 2022, compared to net cash used in investing
activities of approximately $22.2 million for the year ended December 31, 2021.
Net cash used in investing activities in 2022 is primarily attributable to $21.7 million used in business combinations, $4.4 million used to purchase
property and equipment and $3.1 million of capitalized software development costs, loan extended to related party in the amount of $2.3 million, as
well as investment in short-term bank deposits which amounted to $1.7 million.
Net cash used in investing activities in 2021 is primarily attributable to $6.8 million used in business combinations, $1.4 million used to purchase
property and equipment and $3.2 million of capitalized software development costs, as well as investment in short-term bank deposits which
amounted to $5.3 million.
Net cash used in financing activities was approximately $18.3 million for the year ended December 31, 2022, primarily attributable to dividend
distributions of $24.8 million, dividends paid to non-controlling interests of $4.2 million and repayment of short-term and long-term loans of $14.3
million, which were offset by proceeds from short-term and long-term loans received in the amount of $30.7 million.
Net cash used in financing activities was approximately $21.3 million for the year ended December 31, 2021, primarily attributable to dividend
distributions of $21.8 million, dividends paid to non-controlling interests of $4.2 million and repayment of short-term and long-term loans of $14.5
million, which were offset by proceeds from short-term and long-term loans received in the amount of $25.6 million.
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Dividends
We have paid dividends since September 2012 consistent with our Board of Directors’ dividend policy. On August 2017, our board of directors
amended our dividend distribution policy, whereas, each year we distribute a dividend of up to 75% of our annual net income attributable to our
shareholders (previously 50%), subject to applicable law. Our Board of Directors may at its discretion and at any time, change, whether as a result of
a one-time decision or a change in policy, the rate of dividend distributions or decide not to distribute a dividend. The dividend is to be distributed on
a semi-annual basis.
For information about our dividend policy and distributions, see Item 8A. “Financial Information - Consolidated Statements and Other Financial
Information.”
General
Our consolidated financial statements appearing in this annual report have been prepared in U.S. dollars and in accordance with IFRS.
Transactions and balances originally denominated in dollars are presented at their original amounts. Transactions and balances in currencies other
than the U.S. dollar are converted into dollars in accordance with the International Accounting Standard 21 (IAS 21) “The Effects of Changes in
Foreign Exchange Rates.” The majority of our sales are made outside of Israel and a substantial part of them is in dollars. In addition, a substantial
portion of our costs is incurred in dollars. Since the dollar is the primary currency of the economic environment in which we and certain of our
subsidiaries operate, the dollar is our functional and reporting currency and accordingly, monetary accounts maintained in currencies other than the
dollar are remeasured into dollars using the foreign exchange rate in effect at each balance sheet date. Operational accounts and non-monetary
balance sheet accounts are measured and recorded at the exchange rate in effect at the date of the transaction. For certain foreign subsidiaries whose
functional currency is other than the U.S. dollar, all balance sheet accounts have been translated using the exchange rates in effect at each balance
sheet date. Operational accounts have been translated using the average exchange rate prevailing during each year. The resulting translation
adjustments are reported as a component of accumulated other comprehensive income (loss) in equity.
C. RESEARCH AND DEVELOPMENT
Our research and development and support personnel work closely with our customers, our prospective customers and relevant market analysts to
determine our requirements and to design enhancements and new releases to meet market needs. We periodically release enhancements and upgrades
to our core products. In the years ended December 31, 2020, 2021 and 2022, we invested $12.1 million, $12.2 million and $13.2 million in research
and development, respectively. Research and development activities take place in our facilities in Israel, India, Russia and Japan.
As of December 31, 2022, we employed 257 employees in research and development activities, of which 90 persons were located in Israel, 141
persons in India, 20 persons in Russia, 5 persons in Japan (when measured on a full time basis) and 1 person in the US. Our product development
team includes technical writers who prepare user documentation for our products. In addition, we have also entered into arrangements with
subcontractors for the preparation of product user documentation and certain product development work.
For additional information regarding product development see Item 4. “Information on the Company - Business Overview - Product Development.”
D. TREND INFORMATION
For information see discussion in Item 4. “Information on the Company-Business Overview-Industry Background and Trends” and Item 5.
“Operating and Financial Review and Prospects - Results of Operations.”
E. CRITICAL ACCOUNTING POLICIES AND ESTIMATIONS
Critical Accounting Policies and Estimations
We have identified the policies below as critical to the understanding of our financial statements. The preparation of our consolidated financial
statements in conformity with IFRS requires management to make estimates and assumptions in certain circumstances that affect the amounts
reported in the accompanying financial statements and the related footnotes. Actual results may differ from these estimates. To facilitate the
understanding of our business activities, certain of our accounting policies that we believe are the most important to the portrayal of our financial
condition and results of operations and that require management’s subjective judgments are described below. We base our judgments on our
experience and various assumptions that we believe are reasonable.
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Revenue Recognition
We implement the provisions of IFRS 15, Revenue from Contracts with Customers. See Note 20 to our financial statements included in this annual
report for further disclosures required under IFRS 15.
Revenues are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration
that we expect to receive in exchange for those goods or services.
We determine revenue recognition through the following steps:
● identification of the contract with a customer;
● identification of the performance obligations in the contract;
● determination of the transaction price;
● allocation of the transaction price to the performance obligations in the contract; and
● recognition of revenue when, or as, the Company satisfies a performance obligation.
We enter into contracts that can include various combinations of products, software and professional services, as detailed below, which are generally
distinct from each other and accounted for as separate performance obligations.
We derive our revenues from licensing the rights to use our software (proprietary and non-proprietary), provision of related professional services,
maintenance and technical support as well as from other software and IT professional services (either fixed price or based on time and materials). We
sell our products primarily through direct sales force and indirectly through distributors and value added resellers.
Under IFRS 15, an entity recognizes revenue when or as it satisfies a performance obligation by transferring software license or software related
services to the customer, either at a point in time or over time. We recognize our revenues from software sales at a point in time upon delivery of a
software license. The software license is considered a distinct performance obligation, as the customer can benefit from the software on its own.
Revenues from contracts that involve significant customization to customer-specific specifications are performance obligations that we generally
account for as performance obligations satisfied over time. The underlying deliverable is owned and controlled by the customer and does not create
an asset with an alternative use to us. We recognize revenue of such contracts over time using cost inputs, which recognize revenue and gross profit
as work is performed based on a ratio between actual costs incurred compared to the total estimated costs for the contract, to measure progress
toward completion of its performance obligations. 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 for the entire contract. During the years ended December 31, 2021 and 2022, no
material estimated losses were identified. In addition, we provide professional services that do not involve significant customization to customer-
specific specifications. For contracts that do not involve significant customization to customer-specific specifications (typically staffing or consulting
services) revenue is recognized as the services are performed, either on a straight-line basis or based on the hours of services that were provided to
the customer, in accordance with the terms of the contracts.
Our revenues from post contract support are derived from annual maintenance contracts providing for unspecified upgrades for new versions and
enhancements on a when-and-if-available basis for an annual fee, as well as technical support for software licenses previously sold. The right for an
unspecified upgrade for new versions and enhancements on a when-and-if-available basis do not specify the features, functionality and release date
of future product enhancements for the customer to know what will be made available and the general timeframe in which it will be delivered. We
consider the post contract support performance obligation as a distinct performance obligation that is satisfied over time, and recognized on a
straight-line basis over the contractual period.
Revenue from professional services both related to software and IT professional services businesses consists of either fixed price or time and
materials (T&M), and are considered performance obligations that are satisfied over time, and revenues are recognized as the services are provided.
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The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of
software licenses are estimated using the residual approach, due to the lack of selling software licenses on a standalone basis. Standalone selling
prices of services are determined by considering several external and internal factors including, but not limited to, transactions where the specific
performance obligation is sold separately.
We generally do not grant a right of return to our customers. When a right of return exists, we defer revenue until the right of return expires, at which
time revenue is recognized provided that all other revenue recognition criteria are met.
Revenue from third-party sales is recorded at a gross or net amount according to certain indicators. The application of these indicators for gross and
net reporting of revenue depends on the relative facts and circumstances of each sale.
We pay commissions to sales and marketing and certain management personnel based on their attainment of certain predetermined sales or profit
goals. When sales commissions are considered incremental costs of obtaining a contract with a customer they are deferred and amortized on a
systematic basis that is consistent with the transfer to the customer of the performance obligations to which the asset relates. We generally expense
sales commissions as they are incurred when the amortization period would have been less than one year. In addition, generally, sales commissions
which are paid upon contract renewal are commensurate with the initial commissions as the renewal amounts are substantially identical to the initial
commission costs. During the year ended December 31, 2022, no costs have been capitalized.
We do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between
payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.
Research and development costs
Research and development costs incurred in the process of software development before establishment of technological feasibility are charged to
expenses as incurred. Costs incurred subsequent to the establishment of technological feasibility are capitalized according to the principles set forth
in IAS 38, “Intangible Assets.”
We establish technological feasibility upon completion of a detailed program design or working model.
Research and development costs incurred in the process of developing product enhancements are generally charged to expenses as incurred.
IAS 38 requires that a product be amortized when the product is available for general release to customers. We consider a product to be available for
general release to customers when we complete the internal validation of the product that is necessary to establish that the product meets its design
specifications including functions, features, and technical performance requirements. Internal validation includes the completion of coding,
documentation and testing that ensure bugs are reduced to a minimum. The internal validation of the product takes place a few weeks before the
product is made available to the market. In certain instances, we enter into a short pre-release stage, during which the product is made available to a
selected number of customers as a beta program for their own review and familiarization. Subsequently, the release is made generally available to
customers from our download area. Once a product is considered available for general release to customers, the capitalization of costs ceases and
amortization of such costs to “cost of sales” begins.
Capitalized software costs are amortized on a product by product basis by the straight-line method over the estimated useful life of the software
product (approximately 5 years, due to their high rates of acceptance, the continued reliance on these products by existing customers, and the demand
for such products from prospective customers, all of which validate our expectations) which provides greater amortization expense compared to the
revenue-curve method.
We assess the recoverability of these intangible assets on a regular basis by assessing the net realizable value of these intangible assets based on the
estimated future gross revenues from each product reduced by the estimated future costs of completing and disposing of it, including the estimated
costs of performing maintenance and customer support over its remaining economical useful life using internally generated projections of future
revenues generated by the products, cost of completion of products and cost of delivery to customers over its remaining economical useful life.
During the years ended December 31, 2021 and 2022, no such unrecoverable amounts were identified.
Research and development costs incurred in the process of developing product enhancements are generally charged to expenses as incurred.
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Business Combinations
We account for business combinations under IFRS 3 “Business Combinations,” which requires that we allocate the purchase price of acquired
businesses to assets acquired, liabilities assumed, non-controlling interest and redeemable non-controlling interest in the acquiree at the acquisition
date, measured at their fair values as of that date. We expense any excess of the fair value of net assets acquired over purchase price and any
subsequent changes in estimated contingencies as they are incurred. In addition, changes in valuation allowance related to acquired deferred tax
assets and in acquired income tax position are to be recognized in earnings. We engage third-party appraisal firms to assist management in
determining the fair values of certain assets acquired and liabilities assumed. Such valuations require management to make significant estimates and
assumptions, especially with respect to intangible assets.
We make estimates of fair value based upon assumptions and judgments a marketplace participant would consider and which we believe to be
reasonable. These estimates are based on historical experience and information obtained from the management of the acquired businesses and
relevant market and industry data and are, inherently, uncertain. Critical estimates made in valuing certain of the intangible assets include, among
other things, the following: (i) future expected cash flows from license sales, maintenance agreements, customer contracts and acquired developed
technologies and patents; (ii) expected costs to develop the in-process research and development into commercially viable products and estimated
cash flows from the projects when completed; (iii) the acquired company’s brand and market position as well as assumptions about the period of time
the acquired brand will continue to be used in the combined company’s product portfolio; and (iv) discount rates. Unanticipated events and
circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results. Changes to these estimates,
relating to circumstances that existed at the acquisition date, are recorded as an adjustment to goodwill during the purchase price allocation period
(generally within one year of the acquisition date) and as operating expenses, if otherwise.
In connection with purchase price allocations, we estimate the fair value of the support obligations assumed in connection with acquisitions. The
estimated fair value of the support obligations is determined utilizing a cost build-up approach. The cost build-up approach determines fair value by
estimating the costs related to fulfilling the obligations plus a normal profit margin. The sum of the costs and operating profit approximates, in
theory, the amount that we would be required to pay a third party to assume the support obligation. See Note 3 to our consolidated financial
statements for additional information on accounting for our recent acquisitions.
During the years ended December 31, 2021 and 2022 we recorded $5.3 million and $0.7 million, with respect to changes in the fair value of
contingent consideration liability, respectively.
Goodwill
We review goodwill for impairment once a year, on December 31, or more frequently if events or changes in circumstances indicate that there is an
impairment.
Goodwill is tested for impairment by assessing the recoverable amount of the cash-generating unit (or group of cash-generating units) to which the
goodwill has been allocated. An impairment loss is recognized if the recoverable amount of the cash-generating unit (or group of cash-generating
units) to which goodwill has been allocated is less than the carrying amount of the cash-generating unit (or group of cash-generating units). Any
impairment loss is allocated first to goodwill. Impairment losses recognized for goodwill cannot be reversed in subsequent periods.
The goodwill is attributed to each of our two reportable segments, which represent the lowest level within the Company at which goodwill is
monitored for internal management purposes.
As of December 31, 2022, we performed an assessment for goodwill impairment, and concluded that the fair value of the goodwill exceeds the
carrying amount.
Actual results may differ from those assumed in our valuation method. It is reasonably possible that our assumptions described above could change
in future periods.
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Impairment of long-lived assets, right of use assets and intangible assets subject to amortization
We review our long-lived assets to be held or used, including right of use assets and intangible assets that are subject to amortization long-lived
assets for impairment in accordance with IAS 16, “Property, Plant and Equipment,” or IAS 16, whenever events or changes in circumstances indicate
that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the fair value of the assets.
As required by IFRS 13, “Fair Value Measurements”, we apply assumptions, judgments and estimates that marketplace participants would consider
in determining the fair value of long-lived assets (or asset groups).
Intangible assets with finite lives are comprised of distribution rights, acquired technology, customer relationships, backlog and non-compete
agreements and are amortized over their economic useful life using a method of amortization that reflects the pattern in which the economic benefits
of the intangible assets are consumed or otherwise used up. Distribution rights, acquired technology and non-compete agreements were amortized on
a straight line basis and customer relationships and backlog were amortized on an accelerated method basis over a period between 1 and 15 years
based on the customer relationships identified.
During the years ended December 31, 2021 and 2022, no impairment indicators were identified.
Stock-based Compensation
We account for stock-based compensation in accordance with IFRS 2 “Share-based Payment,” or IFRS 2 which requires registrants 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 our consolidated statement of income. We recognize compensation
expenses for the value of our awards, which have graded vesting based on the accelerated method over the requisite service period of each of the
awards, net of estimated forfeitures. To measure and recognize compensation expense for share-based awards we use the Binomial option-pricing
model. The Binomial model for option pricing requires a number of assumptions such as volatility, dividend yield rate, and risk-free interest rate and
also allows for the use of dynamic assumptions and considers the contractual term of the option, the probability that the option will be exercised prior
to the end of its contractual life, and the probability of termination or retirement of the option holder in computing the value of the option.
The fair value of each option granted using the Binomial model, was estimated on the date of grant with the following assumptions: expected
volatility was 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 was 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 was derived from the output of the
option valuation model and represented the period of time that options granted were expected to be outstanding. Estimated forfeitures were based on
actual historical pre-vesting forfeitures. Since dividend payments are applied to reduce the exercise price of the option, the effect of the dividend
protection was reflected by using an expected dividend assumption of zero.
For awards with performance conditions, compensation cost is recognized over the requisite service period if it is ‘probable’ that the performance
conditions will be satisfied.
During the years ended December 31, 2021 and 2022, we recognized stock-based compensation expenses related to employee stock options of $1.0
million, and $2.1 million, respectively.
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Contingencies
From time to time, we are subject to legal, administrative and regulatory proceedings, claims, demands and investigations in the ordinary course of
business, including claims with respect to intellectual property, contracts, employment and other matters. We accrue a liability when it is both
probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the
determination of probability and the determination as to whether a loss is reasonably estimable. These accruals are reviewed and adjusted to reflect
the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions, including
profit from intercompany sales not yet realized outside the Group, have been eliminated upon consolidation.
Changes in the parent’s ownership interest in a subsidiary with no change of control are treated as equity transactions, with any difference between
the amount of consideration paid and the change in the carrying amount of the non-controlling interest, recognized in equity.
Non-controlling interests of subsidiaries represent the non-controlling share of the total comprehensive income (loss) of the subsidiaries and fair
value of the net assets upon the acquisition of the subsidiaries. The non-controlling interests are presented in equity separately from the equity
attributable to the equity holders of the Company.
When the Company grants to non-controlling interests a put option to sell part or all of their interests in a subsidiary, during a certain period, even if
such purchase obligation is conditional on the counterparty’s exercise of its contractual right to cause such redemption, if the put option agreement
does not transfer to the Company any benefits incidental to ownership of the equity instrument (i.e. the Company does not have a present ownership
in the shares concerned) then at the end of each reporting period the non-controlling interests (to which a portion of net profit attributable to non-
controlling interests is allocated) are classified as a financial liability, as if such put-able equity instrument was redeemed on that date. The difference
between the non-controlling interests carrying amount at the end of the reporting period and the present value of the liability is recognized directly in
equity of the Company, under “Additional paid-in capital”,, in accordance with the requirements of IFRS 10 “Consolidated Financial Statements”
and IAS 32, “Financial Instruments.”
Fair Value Measurements
We account for certain assets and liabilities at fair value under IFRS 13. 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, IFRS 13 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair
value:
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 (for example cash flow modeling inputs based on
assumptions).
Assets and liabilities measured at fair value on a recurring basis are comprised of marketable securities, foreign currency forward contracts and
contingent consideration of acquisitions (See Note 6 to the consolidated financial statements).
The carrying amounts reported in the balance sheet for cash and cash equivalents, short term bank deposits, trade receivables, other accounts
receivable, short-term bank credit, trade payables and other accounts payable approximate their fair values due to the short-term maturities of such
instruments.
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Income Tax
We account for income taxes in accordance with IAS 12, “Income Taxes,” or IAS 12. IAS 12prescribes the use of the “asset and 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. Deferred tax assets and liabilities are classified as
non-current.
Taxes that would apply in the event of disposal of investments in subsidiaries have not been taken into account in computing deferred taxes, as it is
our intention to hold these investments, rather than realize them. We do not expect our non-Israeli subsidiaries to distribute taxable dividends in the
foreseeable future, as their earnings are needed to fund their growth while we expect to have sufficient resources in the Israeli companies to fund our
cash needs in Israel.
Our non-Israeli subsidiaries are taxed according to the tax laws in their respective domiciles of residence. If earnings are distributed to Israel in the
form of dividends or otherwise, the Company may be subject to additional Israeli income taxes (subject to an adjustment for foreign tax credits) and
foreign withholding tax rates.
Neither Israeli income taxes, foreign withholding taxes nor deferred income taxes were provided in relation to undistributed earnings of the non-
Israeli subsidiaries. This is because we intend to permanently reinvest undistributed earnings in the foreign subsidiaries in which those earnings
arose. If these earnings were distributed in the form of dividends or otherwise, we would be subject to additional Israeli income taxes (subject to an
adjustment for foreign tax credits) and non-Israeli withholding taxes.
The amount of cash and cash equivalents that are currently held outside of Israel that would be subject to income taxes if distributed as dividends is
$28.9 million. However, a determination of the amount of the unrecognized deferred tax liability for temporary difference related to those
undistributed earnings of foreign subsidiaries is not practicable due to the complexity of the structure of our group of subsidiaries for tax purposes
and the difficulty of projecting the amount of future tax liability.
Recently Issued Accounting Standards
For a description of recently issued and recently adopted accounting standards, see Note 2 to our consolidated financial statements appearing
elsewhere in this annual report.
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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
Guy Bernstein
Sagi Schliesser (1)
Ron Ettlinger (1)
Naamit Salomon
Avi Zakay (1)
Asaf Berenstin
Arik Kilman
Yakov Tsaroya
Yael Ilan
Arik Faingold
Yuval Baruch
Hanan Shahaf
Yuval Lavi
Age
55
51
56
58
44
45
70
53
54
46
56
71
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Position
Chief Executive Officer and Director
External Director
External Director
Director
Director
Chief Financial Officer
Chairman, Software Solutions division
Chief Executive Officer of Coretech Consulting Services and Fusion Solutions
Chief Executive Officer of Complete Business Solutions
President, Integration Solutions division
Chief Executive Officer of Hermes Logistics
Chief Executive Officer of Roshtov Software Industries Ltd
Vice President Technology and innovation of Software Solutions division
(1) Member of our Audit and Compensation Committees
Messr. Guy Bernstein, Avi Zakay and Ms. Naamit Salomon were re-elected as directors at our 2022 annual general meeting of shareholders to serve
as directors until our 2023 annual general meeting of shareholders.
Messrs. Sagi Schliesser and Ron Ettlinger are serving as external directors pursuant to the provisions of the Israeli Companies Law for their second
three-year terms.
Messrs. Guy Bernstein and Asaf Berenstin are first cousins. Mr. Arik Faingold is the brother of Mr. Idan Faingold who is an executive officer of the
Commit Group and the two brothers are the owners of the 13.6% minority interest in that company. Other than such relationships, there are no family
relationships among our directors and senior executives.
Guy Bernstein has served as our chief executive officer since April 2010 and has served as a director of our company since January 2007 and served
as the chairman of our board of directors from April 2008 to April 2010. Mr. Bernstein has served as the chief executive officer of Formula Systems,
our parent company, since January 2008. From December 2006 to November 2010, Mr. Bernstein served as a director and the chief executive officer
of Emblaze Ltd. or Emblaze, our former controlling shareholder. Mr. Bernstein also serves as the chairman of the board of directors of Sapiens
International Corporation N.V., or Sapiens, and is the chairman of the board of directors of Matrix IT Ltd., both of which are subsidiaries of Formula
Systems. From April 2004 to December 2006, Mr. Bernstein served as the chief financial officer of Emblaze and he has served as a director of
Emblaze since April 2004. Prior to that and from 1999, Mr. Bernstein served as our chief financial and operations officer. Prior to joining our
company, Mr. Bernstein was senior manager at Kost Forer Gabbay & Kasierer, a member of Ernst& Young Global, from 1994 to 1997. Mr.
Bernstein holds a B.A. degree in accounting and economics from Tel Aviv University and is a certified public accountant (CPA) in Israel.
Sagi Schliesser has served as an external director of our company since November 2015 and is a member of our audit committee. Mr. Schliesser has
been the co-founder and chief executive officer of TabTale, a creator of innovative games, interactive books and educational apps since 2010. Prior
to founding TabTale, Mr. Schliesser was the CTO of Sapiens International Corporation (NASDAQ and TASE: SPNS), managing Sapiens
Technologies. Previously Mr. Schliesser served for seven years as VP of R&D and CTO of IDIT Technologies Ltd., a global provider of insurance
software solutions. Before that Mr. Schliesser was one of the founders of WWCOM, a B2B enablement software startup. Mr. Schliesser holds a
B.Sc. degree with honors in Computer Science and Psychology from Tel Aviv University, as well as a Master’s degree in Computer Science from the
Interdisciplinary Center in Herzliya and an M.B.A. degree with honors in Business Psychology from Hamaslool Ha’akademi Shel Hamichlala
Leminhal.
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Ron Ettlinger has served as an external director of our company since December 2014 and is a member of our audit committee. Mr. Ettlinger is the
founder and has been the chief executive officer of “Nippon Europe Israel Ltd.,” a leading provider of car multimedia advanced systems, since
October 2000. Prior to that, Mr. Ettlinger was the owner and general manager of Universal Ltd., a car service. Mr. Ettlinger is the founder and since
July 2014 has served as chief executive officer of Nippon Lights Ltd., a leading provider of LED lights and panels. Mr. Ettlinger holds a B.A. degree
in Business, with a major in finance and marketing from Tel-Aviv College of Management.
Naamit Salomon has served as director of our company since March 2003. Since January 2010, Ms. Salomon has served as a partner in an
investment company. Ms. Salomon also serves as a director of Sapiens, which is part of the Formula group. Ms. Salomon served as the chief
financial officer of Formula Systems from August 1997 until December 2009. From 1990 through August 1997, Ms. Salomon served as the
controller of two large privately held companies in the Formula group. Ms. Salomon holds a B.A. degree in Economics and Business administration
from Ben Gurion University and an LL.M. degree from Bar-Ilan University.
Avi Zakay has served as director of our company since February 2018. Mr. Zakay has been the sales manager of the Volkswagen dealership and
showroom in Rishon Letzion (Champion Motors) since 2014. In 2013, he served as the sales manager of the showroom of Mitsubishi Motors in
Netanya, and from 2007 to 2013, he served as a sales manager of BMW and Mercedes-Benz in Tel Aviv. Mr. Zakay holds a B.A. degree in Business
Administration and studied for an M.B.A. degree, both from College of Management in Tel-Aviv.
Asaf Berenstin has served as our chief financial officer since April 2010. In November 2011, Mr. Berenstin was appointed as Chief Financial Officer
of our parent company Formula Systems (1985) Ltd. in addition to his position as chief financial officer of our company. Prior to that and from
August 2008, Mr. Berenstin served as our corporate controller. Mr. Berenstin also serves as a director of Michpal Micro Computers (1983) Ltd., a
director at TSG IT Advanced Systems Ltd., and is a director at InSync staffing, all of them are subsidiaries of Formula Systems. Prior to joining our
company and from July 2007, Mr. Berenstin served as a controller at Gilat Satellite Networks Ltd. (NASDAQ: GILT). From October 2003 to July
2008, Mr. Berenstin was a certified public accountant at Kesselman & Kesselman, a member of PriceWaterhouseCoopers. Mr. Berenstin holds a
B.A. degree in Accounting and Economics and an M.B.A. degree, both from Tel Aviv University, and is a certified public accountant (CPA) in
Israel.
Yuval Lavi has served as Vice President Technology and Innovation since 2017. Prior to that and from April 2013, Mr. Lavi served as vice president,
Corporate Professional Services& Support,. Mr. Lavi joined our company in 2013,. Before joining our company, Mr. Lavi served for 18 years as the
Chief Technology Officer and joint founder of Kopel Reem Ltd.
Arik Kilman has served as chairman of our Software Solutions division since January 2017 and president of AppBuilder Software Solutions division
since January 2012, following our acquisition of AppBuilder Solutions Ltd. at which time he was named Chief Executive Officer of AppBuilder.
Prior to joining our company, Mr. Kilman served as Chief Executive Officer of BluePhoenix Solutions Ltd., the former parent of AppBuilder from
May 2003 to January 2009 and from April 2010 to December 2011. Mr. Kilman holds a B.A. degree in Economics and Computer Science from New
York City College of Technology.
Yakov Tsaroya has served as chief executive officer of our subsidiary, CoreTech Consulting Group LLC, since 2006. Mr. Tsaroya has also served as
Chief Executive Officer of Fusion Solution LLC and Xsell Resources Inc. since our acquisition of these companies in 2010. Mr. Tsaroya holds a
B.A. degree in Accounting and Finance from the College of Administration in Israel and is a certified public accountant (CPA) in Israel.
Yael Ilan joined Complete Business Solutions as CEO in 2022 after spending six years as CEO at Formula Telecom Solution. Prior to joining Magic
group, Yael held several managerial positions in Amdocs USA and Amdocs Israel Professional Services groups, supporting large operations for
communication service providers in Israel and abroad. Yael also served as an independent consultant of operations management and control for high-
tech and low-tech companies. Yael holds a B.A degree from Jerusalem’s Hebrew University in Economics and Business Administration and a
professional Diploma in Computer Sciences.
Arik Faingold has served as president of our Integration Solutions division since July 2012. Mr. Faingold has served as chairman of Comm-IT Group
since 2009. Mr. Faingold was General Manager of Open TV Israel, part of OpenTV Global, from 2003 to 2009. Mr. Faingold served as Co-founder
and CTO of Betting Corp from 1999 to 2003. Mr. Faingold holds a B.A. degree in Computer Science from the Interdisciplinary Center in Herzliya
and an M.B.A. degree from Tel Aviv University.
73
Yuval Baruch has served as an officer of our company since his appointment in September 2012 as the chief executive officer of Hermes Logistics
Technologies (HLT). Mr. Baruch has also served as the chief executive officer of Pilat HR solutions since April 2013. Mr. Baruch was chief
executive officer of J.R. Holdings & Development from November 2007 to January 2012. Mr. Baruch has served as an external director of Matrix IT,
a publicly traded company in Israel, since 2011. Between 2004 and 2008 Mr. Baruch launched, managed and divested a chain of fitness centers in
Israel. Mr. Baruch holds a B.A. degree in Marketing and Finance from The College of Management in Israel and an M.B.A. degree from the Stanford
Graduate School of Business.
Hanan Shahaf became an officer of our company in July 2016, as part of the Roshtov Software Industries Ltd. acquisition. Mr. Shahaf was one of
Roshtov’s founders in 1989 and has served as its Chief Executive Officer and a director since its inception. He also served as a director and chairman
on several board of private companies. Mr. Shahaf holds a B.sc degree in Industrial engineering and Management and an M.B.A. from Northwestern
University (Kellogg School of Management) and Tel Aviv University (Recanati Graduate School of Business Administration).
B. COMPENSATION
The following table sets forth all compensation we paid with respect to all of our directors and executive officers as a group for the year ended
December 31, 2022.
All directors and executive officers as a group (12 persons)
Salaries,
fees,
commissions
and bonuses
5,900,000
$
Pension,
retirement
and similar
benefits
$
178,000
For so long as we qualify as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic companies,
including the requirement to disclose information concerning the amount and type of compensation paid to our chief executive officer, chief financial
officer and the three other most highly compensated executive officers, rather than on an aggregate basis. Nevertheless, a recent amendment to the
regulations promulgated under the Israeli Companies Law requires us to disclose the annual compensation of our five most highly compensated
officers on an individual basis, rather than on an aggregate basis, as was previously permitted for Israeli public companies listed overseas. Under the
Companies Law regulations, this disclosure is required to be included in the annual proxy statement for our annual meeting of shareholders each
year, which we furnish to the SEC under cover of a Report of Foreign Private Issuer on Form 6-K. Because of that disclosure requirement under
Israeli law, we are also including such information in this annual report, pursuant to the disclosure requirements of Form 20-F.
The table below reflects the compensation granted to our five most highly compensated officers during or with respect to the year ended December
31, 2022. All amounts reported in the table reflect the cost to our company, as recognized in our financial statements for the year ended December
31, 2022.
Name and Position
Yakov Tsaroya, President, Coretech Consulting
Group LLC
Arik Faingold, President, Integration Solutions
Division
Eli Schwartz, Chief Executive Officer of
Comblack I.T. Ltd.
Arik Kilman, Chairman, Software Group
Asaf Berenstin, Chief Financial Officer
2022 Summary Compensation Table
Salary
Bonus(1)
Equity Based
Compensation(2)
All Other
Compensation(3)
$
$
$
$
400,000
433,000
411,000
-
228,000
$
$
$
$
$
1,372,000
189,000
235,000
581,000
250,000
$
$
$
$
$
-
796,000
-
-
-
$
$
$
$
$
45,000
-
-
-
70,000
$
$
$
$
$
Total
1,817,000
1,418,000
646,000
581,000
548,000
(1) Amounts reported in this column represent annual incentive bonuses granted to the covered executives based on performance-metric based
formulas set forth in their respective employment agreements.
(2) Amounts reported in this column represent the grant date fair value computed in accordance with accounting guidance for share-based
compensation.
(3) Amounts reported in this column include personal benefits and perquisites, including those mandated by applicable law. Such benefits and
perquisites may include, to the extent applicable to the respective covered executive, payments, contributions and/or allocations for savings
funds (e.g., Managers Life Insurance Policy), education funds (referred to in Hebrew as “keren hishtalmut”), pension, severance, vacation, car or
car allowance, medical insurances and benefits, risk insurance (e.g., life insurance or work disability insurance), telephone expense
reimbursement, convalescence or recreation pay, relocation reimbursement, payments for social security, and other personal benefits and
perquisites consistent with our company’s guidelines. All amounts reported in the table represent incremental cost to our company.
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During the year ended December 31, 2022, we paid to each of our outside and independent directors an annual fee of $21,467 and a per-meeting
attendance fee of $800. Such fees are paid based on the fees detailed in a schedule published semi-annually by the Committee for Public Directors
under the Israeli Securities Law. The above compensation excludes stock-based compensation costs in accordance with IFRS 2.
As of April 1, 2023, our directors and executive officers as a group, then consisting of 12 persons, held 190,725 Ordinary Shares and options to
purchase an aggregate of 20,000 ordinary shares, at exercise prices of $0 per share. All such options were granted under our 2007 Incentive
Compensation Plan. See Item 6E “Directors, Senior Management and Employees - Share Ownership - Stock-Based Compensation Plans.”
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 board of directors. Executive
officers are appointed by and serve at the discretion of the board of directors, subject to any applicable agreements.
Election of Directors
Our articles of association provide for a board of directors consisting of no less than three and no more than eleven members or such other number as
may be determined from time to time at a general meeting of shareholders. Our board of directors is currently composed of five directors.
Pursuant to our articles of association, all of our directors are elected at our annual general meeting of shareholders, which are required to be held at
least once during every calendar year and not more than 15 months after the last preceding meeting. Except for our external directors (as described
below), our directors are elected 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 meeting of shareholders following the annual meeting at which they were appointed. Directors (other than external directors)
may be removed earlier from office by resolution passed at a general meeting of our shareholders. Our board of directors may temporarily fill
vacancies in the board until the next annual meeting of shareholders, provided that the total number of directors will not exceed the maximum
number permitted under our articles of association.
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). In determining such number, the board of
directors must consider, among other things, the type and size of the company and the scope of and complexity of its operations. Our board of
directors has determined that at least one director must have “accounting and financial expertise,” within the meaning of the regulations promulgated
under the Israeli Companies Law.
External and Independent Directors
External Directors. The Israeli Companies Law requires companies organized under the laws of the State of Israel with shares that have been offered
to the public in or outside of Israel to appoint at least two external directors. No person may be appointed as an external director if the person is a
relative of the controlling shareholder of the company or if the person or the person’s relative, partner, employer or any entity under the person’s
control has or had, on or within the two years preceding the date of the person’s appointment to serve as an external director, any affiliation with the
company or the controlling shareholder of the company or the controlling shareholder’s relative or any entity controlled by the company or by the
controlling shareholder of the company. If the company does not have a controlling shareholder or a person or entity which holds 25% of the total
voting rights of the company, an external director may also not have an affiliation with chairman of the board, the chief executive officer, beneficial
owner of 5% or more of the issued shares or the voting power of the company and the most senior executive officer of the company in the finance
field. The term “affiliation” includes an employment relationship, a business or professional relationship maintained on a regular basis (other than
negligible relationships), control and service as an “office holder” as defined in the Israeli Companies Law, however, “affiliation” does not include
service as a director of a private company prior to its first public offering if the director was appointed to such office for the purpose of serving as an
external director following the company’s first public offering. 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 an external director or may otherwise interfere with the
person’s ability to serve as an external director. In addition, a director in a company may not be appointed as an external director in another company
if at that time, a director of the other company serves as an external director in the first company. Moreover, a person may not be appointed as an
external director, if he or she is employed by the Israeli Securities Authority or by Tel-Aviv Stock Exchange. If, at the time external directors are to
be appointed, all current members of the board of directors which are not the controlling shareholders of the company or their relatives are of the
same gender, then at least one external director must be of the other gender.
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At least one of the external directors must have “accounting and financial expertise” and the other external directors must have “professional
expertise,” as such terms are defined by regulations promulgated under the Israeli Companies Law.
The election of the nominee for external director requires the affirmative vote of (i) the majority of the votes actually cast with respect to such
proposal including at least a majority of the voting power of the non-controlling shareholders (as such term is defined in the Israel Securities Law,
1968) or those shareholders who do not have a personal interest in approval of the nomination except for a personal interest that is not as a result of
the shareholder’s connections with the controlling shareholder, who are present in person or by proxy and vote on such proposal, or (ii) the majority
of the votes cast on such proposal at the meeting, provided that the total votes cast in opposition to such proposal by the non-controlling shareholders
or those shareholders who do not have a personal interest in approval of the nomination except for a personal interest that is not as a result of the
shareholder’s connections with the controlling shareholder (as such term is defined in the Israel Securities Law, 1968) does not exceed 2% of all the
voting power in the Company.
External directors serve for a three-year term. However, in accordance with the Israeli Companies Law regulations, external directors of a public
company whose shares are traded on the NASDAQ may be appointed for additional periods of three-year each provided that the audit committee and
the board of directors have approved that, given the external director’s expertise and contribution to the board and committee meetings, such
appointment is for the company’s benefit and provided further that the nomination to additional periods of three-year terms is approved through one
of the following mechanisms: (i) the board of directors proposed the nominee and his appointment was approved by the shareholders in the manner
required to appoint external directors for their initial term (described above); or (ii) one or more shareholders holding 1% or more of the voting rights
proposed the nominee, and the nominee is approved by the majority of the votes actually cast with respect to such proposal and all of the following
conditions are met: (a) the majority of votes does not include the votes of the controlling shareholder or votes of shareholders who have a personal
interest in approval of the nomination except for a personal interest that is not as a result of the shareholder’s connections with the controlling
shareholder and (b) the total votes cast in favor of such proposal by the non-controlling shareholders or those shareholders who do not have a
personal interest in the approval of the nomination except for a personal interest that is not as a result of the shareholder’s connections with the
controlling shareholder exceed 2% of all the voting power in the company.
External directors may be removed from office only by the same percentage of shareholders as is required for their election, or by a court, and then
only if the external directors cease to meet the statutory qualifications for their appointment, violate their duty of loyalty to the company or are found
by a court to be unable to perform his or hers duties on a full time basis. External directors may also be removed by the court if they are found guilty
of bribery, fraud, administrative offenses or use of inside information.
Each committee of the board of directors that may exercise a responsibility of the board of directors must include at least one external director. The
audit committee must be comprised of at least three directors and 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.
Until the lapse of two years from termination of office, we may not engage an external director, or his or her spouse or child to service as an office
holder and cannot employ or receive services from that person, either directly or indirectly, including through a corporation controlled by that person.
Independent Directors. NASDAQ Stock Market Rules require us to establish an audit committee comprised of at least three members and only of
independent directors each of whom satisfies the respective “independence” requirements of the SEC and NASDAQ.
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)
a director that serves as a board member less than nine years and the audit committee has approved that he or she meets the independence
requirements of an external director. A majority of the members serving on the audit committee must be independent under the Israeli Companies
Law. In addition, an Israeli company whose shares are publicly traded may elect to adopt a provision in its articles of association pursuant to which a
majority of its board of directors will constitute individuals complying with certain independence criteria prescribed by the Israeli Companies Law.
We have not included such a provision in our articles of association. Pursuant to Israeli regulations adopted in January 2011, directors who comply
with the independence requirements of NASDAQ and the SEC are deemed to comply with the independence requirements of the Israeli Companies
Law.
Our board of directors has determined that Mr. Sagi Schliesser and Mr. Ron Ettlinger both qualify as independent directors under the SEC and
NASDAQ requirements and as external directors under the Israeli Companies Law requirements. Our board of directors has further determined that
Mr. Avi Zakay qualifies as an independent director under the SEC, NASDAQ and Israeli Companies Law requirements.
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Committees of the Board of Directors
Audit Committee. Our audit committee, established in accordance with Sections 114-117 of the Israeli Companies Law and Section 3(a)(58)(A) of
the Securities Exchange Act of 1934, assists our board of directors in overseeing the accounting and financial reporting processes of our company
and audits of our financial statements, including the integrity of our financial statements, compliance with legal and regulatory requirements, our
independent public accountants’ qualifications and independence, the performance of our internal audit function and independent public accountants,
finding any irregularities in the business management of our company for which purpose the audit committee may consult with our independent
auditors and internal auditor, proposing to the board of directors ways to correct such irregularities and such other duties as may be directed by our
board of directors. The responsibilities of the audit committee also include approving related-party transactions as required by law. The audit
committee is also required to determine whether any action is material and whether any transaction is an extraordinary transaction or non-negligible
transaction, for the purpose of approving such action or transaction as required by the Israeli Companies Law. Under Israeli law, an audit committee
may not approve an action or a transaction with a controlling shareholder, or with an office holder, unless at the time of approval two external
directors are serving as members of the audit committee and at least one of the external directors was present at the meeting in which an approval was
granted.
Our audit committee is currently composed of Messrs. Ettlinger, Schliesser and Zakay, each of whom satisfies the “independence” requirements of
both the SEC and NASDAQ. We also comply with Israeli law requirements for audit committee members. Our board of directors has determined that
Mr. Ettlinger qualifies as a financial expert. The audit committee meets at least once each quarter.
Compensation Committee. In accordance with the Israeli Companies Law, we have a compensation committee, whose role is to: (i) recommend a
compensation policy for office holders and to recommend to the board, once every three years, on the approval of the continued validity of the
compensation policy that was determined for a period exceeding three years; (ii) recommend an update the compensation policy from time to time
and to examine its implementation; (iii) determine whether to approve the terms of service and employment of office holders that require the
committee’s approval; and (iv) exempt a transaction from the requirement of shareholders’ approval in accordance with the provisions of the Israeli
companies Law. The compensation committee also has oversight authority over the actual terms of employment of directors and officers and may
make recommendations to the board of directors and the shareholders (where applicable) with respect to deviation from the compensation policy that
was adopted by the company.
Under the Israeli Companies Law, a compensation committee must consist of no less than three members, including all of the external directors (who
must constitute a majority of the members of the committee), and the remainder of the members of the compensation committee must be directors
whose terms of service and employment were determined pursuant to the applicable regulations. The same restrictions on the actions and
membership in the audit committee as discussed above under “Audit Committee,” including the requirement that an external director serve as the
chairman of the committee and the list of persons who may not serve on the committee, also apply to the compensation committee. We have
established a compensation committee that is currently composed of Messrs. Ettlinger, Schliesser and Zakay.
Internal Auditor
The Israeli Companies Law also requires the board of directors of a public company to appoint an internal auditor proposed by the audit committee.
A person who does not satisfy the Israeli Companies Law’s independence requirements may not be appointed as an internal auditor.
The role of the internal auditor is to examine, among other things, the compliance of the company’s conduct with applicable law and orderly business
practice. Our internal auditor complies with the requirements of the Israeli Companies Law. Alkalay Monarov currently 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.
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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 chief executive officer, chief business manager, deputy general manager, vice general
manager, any other person assuming the responsibilities of any of the foregoing positions without regard to such person’s title or a director or any
other manager directly subordinate to the general manager. An office holder’s fiduciary duties consist of a duty of care and a duty of loyalty. The
duty of care requires an office holder to act 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 duty of
loyalty 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.
Disclosure of Personal Interests of an Office Holder
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.
Approval of Transactions with Office Holders and Controlling Shareholders
Some transactions, actions and arrangements involving an office holder (or a third party in which an office holder has a personal interest) must be
approved by the board of directors and, in some cases, by the audit committee or the compensation committee and by the board of directors, and
under certain circumstances shareholder approval may also be required, provided, however, that such transactions are for the benefit of the company.
Subject to certain exceptions. A person who has a personal interest in the approval of a transaction by the audit committee or the Board may not be
present and take part in the voting. An officer or a director who has a personal interest, may be present at the meeting for the purpose of presenting
the transaction if the chairman of the audit committee or the Board, as relevant, has determined that the presence of the officer or director is required.
A director may be present and vote at the meetings of the audit committee and Board if the majority of the directors have a personal interest in the
approval of the transaction. In such case, the transaction also requires approval by the general meeting. The disclosure requirements which apply to
an office holder also apply to such transaction with respect to his or her personal interest in the transaction.
The Companies Law provides for certain procedural constraints on a public company entering into a transaction in which a controlling shareholder
and other interested parties have a personal interest. More specifically, Section 275 of the Companies Law provides that an extraordinary transaction
(which is defined as a transaction that is either not in a company’s ordinary course of business; or a transaction that is not undertaken in market
conditions; or a transaction that is likely to substantially influence the profitability of a company, its property or liabilities) between a public company
and its controlling shareholder, or an extraordinary transaction of a public company with a third party in which the controlling shareholder has a
personal interest, including a transaction of a public company with a controlling shareholder, directly or indirectly, for the receipt of services
therefrom (and including a transaction concerning the compensation arrangement of a controlling shareholder in its capacity as an employee or office
holder of the company) (a “Controlling Party Transaction”), requires the approval of the audit committee (and with respect to a transaction
concerning the compensation arrangement – the compensation committee), the board of directors and the general meeting of shareholders, provided
however that the majority approving the transaction shall include at least one half of the votes of shareholders who do not have a personal interest in
the transaction and are participating in the vote, or that the aggregate number of votes against the approval of the transaction, voted by shareholders
who do not have such personal interest do not exceed 2% of the entire voting rights in the company. Section 275 of the Companies Law further
provides that if the term of the Controlling Party Transaction extends beyond three years, the above approvals are required once every three years.
However, if such transaction does not relate to a compensation arrangement, then the audit committee may approve the transaction for a longer
duration, provided that the audit committee determines that such duration is reasonable under the circumstances. In accordance with the Israeli
Companies law the audit committee is responsible to determine that Controlling Party Transactions shall be subject to a competitive procedure or
other similar procedure before such transactions are approved.
During the year ended December 31, 2022, we sold approximately $6.9 million of services to affiliated companies of Formula Systems. In 2022, we
also purchased from those affiliated companies approximately $3.1 million of hardware, software and services. We also provided Formula Systems
cash management, accounting and bookkeeping services for total consideration of $0.2 million.
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Approval Process of Terms of Service and Employment of Office Holders
Under the Israeli Companies Law, the method of approval of Terms of Service and Employment of office holders must be approved as follows:
● With respect to an office holder who is not the general manager, a director, a controlling shareholder or a relative of the controlling
shareholder:
● In the event the transaction is in accordance with the compensation policy of the company – approval (in the following order) of: (i)
compensation committee and (ii) board of directors.
● In the event the transaction is not in accordance with the compensation policy of the company – approval, in special cases (in the following
order), by the (i) compensation committee, (ii) board of directors and (iii) company’s shareholders, by a simple majority, provided that such
majority shall include (i) at least one half of the votes of shareholders who are participating in the vote and are not controlling shareholders
or do not have a personal interest regarding the approval of the compensation policy, or (ii) the aggregate number of the opposing votes,
voted by shareholders who do not have such personal interest or are not controlling shareholders, do not exceed two percent (2%) of the
entire voting rights in the company (the “Special Majority”). Under these circumstances, the compensation committee and board of
directors are required to approve the transaction based on certain considerations and include certain instructions in connection with the
compensation policy. In the event the company’s shareholders do not approve the compensation of the office holder, the compensation
committee and board of directors may still approve the transaction, in special cases and with detailed reasons and after discussion and
examining the rejection of the company’s shareholders.
● With respect to a company’s general manager (generally the equivalent of a CEO):
● In the event the transaction is in accordance with the compensation policy - approval (in the following order) by the: (i) compensation
committee, (ii) board of directors and (iii) company’s shareholders with the “Special Majority” described above.
● In the event the transaction is not in accordance with the compensation policy – the approval process and requirements are the same as the
approval process for such a transaction with an office holder who is not the general manager, a controlling shareholder or a relative of the
controlling shareholder.
● The Israeli Companies Law includes an exception from the shareholder approval requirement in connection with the approval of a
transaction with a general manager candidate, subject to certain conditions. In addition, in the event the company’s shareholders do not
approve the compensation of the general manager, the compensation committee and board of directors may still approve the transaction, in
special cases and with detailed reasons and after discussion and examining the rejection of the company’s shareholders.
● With respect to a director who is not a controlling shareholder or a relative of the controlling shareholder:
● In the event the transaction is in accordance with the compensation policy – approval (in the following order) by the: (i) compensation
committee, (ii) board of directors and (iii) company’s shareholders with a regular majority.
● In the event the transaction is not in accordance with the compensation policy – the approval process and requirements are the same as the
approval process for such a transaction with an office holder who is not the general manager, a controlling shareholder or a relative of the
controlling shareholder (other than the possibility to approve a transaction that was not approved by the shareholders).
● With respect to a controlling shareholder or a relative of a controlling shareholder:
● In the event the transaction is in accordance with the compensation policy - approval (in the following order) by the: (i) compensation
committee, (ii) board of directors and (iii) company’s shareholders with the “Special Majority” described above.
● In the event the transaction is not in accordance with the compensation policy: the approval process and requirements are the same as the
approval process for such a transaction with an office holder who is not the general manager, a controlling shareholder or a relative of the
controlling shareholder (other than the possibility to approve a transaction that was not approved by the shareholders).
In accordance with the Israeli Companies Law, the audit committee is responsible to determine that Controlling Party Transactions shall be subject to
a competitive procedure or other similar procedure before such transactions are approved.
Our latest amended compensation policy was adopted on February 25, 2022.
79
Provisions Restricting Change in Control of Our Company
Tender Offer. In certain circumstances, 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 25% or more of the voting rights in the company (unless there is already a 25% or greater shareholder of the
company) or more than 45% of the voting rights in the company (unless there is already a shareholder that holds more than 45% of the voting rights
in the company). If, as a result of an acquisition, the acquirer would hold more than 90% of a company’s shares or voting rights, the acquisition must
be made by means of a tender offer for all of the shares. A purchase by a tender offer is subject to additional requirements as specified in the Israeli
Law and regulations promulgated thereunder.
Merger. The Israeli Companies Law generally requires that a merger be approved by the board of directors and by the general meeting of the
shareholders. Upon the request of any creditor of a merging company, a court may delay or prevent the merger if it concludes that there is a
reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy its obligations. In addition, a merger may generally
not be completed unless at least (i) 50 days have passed since the filing of the merger proposal with the Israeli Registrar of Companies, and (ii) 30
days have passed since the merger was approved by the shareholders of each of the merging companies. The approval of merger by the company is
also subject to additional approval requirements as specified in the Israeli Companies Law and regulations promulgated thereunder.
Exculpation, Indemnification and Insurance of Directors and Officers
Exculpation and Indemnification of Office Holders
The Israeli Companies Law and our Articles of Association authorize us, subject to the receipt of requisite corporate approvals, to indemnify and
exempt our directors and officers, subject to certain conditions and limitations. Most recently, in November 2011 our shareholders approved a form
of indemnification and exculpation letter to ensure that our directors and officers (including any director and officer who may be deemed to be a
controlling shareholder, within the meaning of the Israeli Companies Law) are afforded protection to the fullest extent permitted by law as currently
in effect. Under the approved form of indemnification and exculpation letter, the total amount of indemnification allowed may not exceed an amount
equal to 25% of our shareholders’ equity in the aggregate, calculated with respect to each of our directors and officers.
The Israeli Companies Law provides that an Israeli company may not exculpate an office holder from liability for a breach of the duty of loyalty of
the office holder. The company may, however, approve an office holder’s act performed in breach of the duty of loyalty, provided that the office
holder acted in good faith, the act or its approval does not harm the company and the office holder discloses the nature of his or her personal interest
in the act and all material facts and documents a reasonable time before discussion of the approval. An Israeli company may exculpate an office
holder in advance from liability to the company, in whole or in part, for a breach of duty of care, but only if a provision authorizing such exculpation
is inserted in its articles of association. An Israeli company may also not exculpate a director for liability arising out of a prohibited dividend or
distribution to shareholders.
The Israeli Companies Law provides that a company may, if permitted by its articles of association, indemnify an office holder for acts or omissions
performed by the office holder in such capacity for:
● A financial liability imposed on the office holder in favor of another person by any judgment, including a settlement or an arbitrator’s award
approved by a court;
● Reasonable litigation expenses, including attorney’s fees, actually incurred by the office holder as a result of an investigation or proceeding
instituted against him or her 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 financial liability instead of criminal proceedings, or concluded without the
filing of an indictment against the office holder and a financial liability was imposed on the officer holder instead of criminal proceedings
with respect to a criminal offense that does not require proof of criminal intent;
● Reasonable litigation expenses, including attorneys’ fees, incurred by such office holder or which were imposed on him by a court, in
proceedings the company instituted against the office holder or that were instituted on the company’s behalf or by another person, or in a
criminal charge from which the office holder was acquitted, or in a criminal proceeding in which the office holder was convicted of a crime
which does not require proof of criminal intent; and
80
● Expenses, including reasonable litigation expenses and legal fees, incurred by such office holder as a result of a proceeding instituted against
him in relation to (A) infringements that may result in imposition of financial sanction pursuant to the provisions of Chapter H’3 under the
Israeli Securities Law or (B) administrative infringements pursuant to the provisions of Chapter H’4 under the Israeli Securities Law or (C)
infringements pursuant to the provisions of Chapter I’1 under the Israeli Securities Law; and (e) payments to an injured party of
infringement under Section 52ND(a)(1)(a) of the Israeli Securities Law.
In accordance with the Israeli Companies Law, a company’s articles of association may permit the company to:
● Undertake in advance to indemnify an office holder, except that with respect to a financial 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; and
● Retroactively indemnify an office holder of the company.
Insurance for Office Holders
The Israeli Companies Law provides that a company may, if permitted by its articles of association, insure an office holder for acts or omissions
performed by the office holder in such capacity for:
● A breach of his or her duty of care to the company or to another person;
● A breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume
that his act would not prejudice the company’s interests; and
● A financial liability imposed upon the office holder in favor of another person.
Subject to the provisions of the Israeli Companies Law and the Israeli Securities Law, a company may also enter into a contract to insure an office
holder for (A) expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of a proceeding instituted
against such office holder in relation to (1) infringements that may impose financial sanction pursuant to the provisions of Chapter H’3 under the
Israeli Securities Law or (2) administrative infringements pursuant to the provisions of Chapter H’4 under the Israeli Securities Law or (3)
infringements pursuant to the provisions of Chapter I’1 under the Israeli Securities Law and (B) payments made to the injured parties of such
infringement under Section 52ND(a)(1)(a) of the Israeli Securities Law.
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 exempting an office holder from duty to the company shall be valid, where such insurance,
indemnification or exemption relates to any of the following:
● A breach by the office holder of his duty of loyalty, except with respect to insurance coverage or indemnification if the office holder acted in
good faith and had reasonable grounds to assume that the act would not prejudice the company;
● 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;
● Any act or omission committed with intent to derive an unlawful personal gain; and
● Any fine, civil fine, financial sanction or forfeiture imposed on the office holder.
81
In addition, pursuant to the Israeli Companies Law, exemption of, procurement of insurance coverage for, an undertaking to indemnify or
indemnification of an office holder must be approved by the compensation committee and the board of directors and, if such office holder is a
director or a controlling shareholder or a relative of the controlling shareholder, also by the shareholders general meeting.
Our articles of association allow us to insure, indemnify and exempt our office holders to the fullest extent permitted by law, subject to the provisions
of the Israeli Companies Law.
On February 25, 2021, our shareholders approved that the coverage of our directors’ and officers’ liability insurance policy will be up to a maximum
amount of $60,000,000, both per claim and in the aggregate, plus up to $10,000,000 of Side A Difference in Conditions coverage. In addition, it was
approved that we may pay an annual premium not exceeding $2,000,000 per year (which may be increased by no more than 20% per year), and that
any renewal, extension or replacement thereof will be on terms substantially similar to or better (from the perspective of the directors and officers)
than those of the then-effective insurance policy.
Board Diversity
While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of
business experience of our board members, as well as a particular nominee’s contribution to that mix. Although there are many other factors, the
Board seeks individuals with experience in our industry, sales and marketing, legal and accounting skills and board experience.
Board Diversity Matrix (as of March 31, 2023)
Board Diversity Matrix for Magic Software Enterprises Ltd.
(As of 12/31/2022)
Country of Principal Executive Offices
Foreign Private Issuer
Disclosure Prohibited Under Home Country Law
Total Number of Directors
Part I: Gender Identity
Directors
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction
LGBTQ+
Did Not Disclose Demographic Background
Israel
Yes
No
5
Did Not
Disclose
Gender
Female
Male
Non-Binary
4
-
-
1
0
0
0
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D. EMPLOYEES
The following table presents the number of our employees categorized by geographic location as of December 31, 2020, 2021 and 2022:
Israel
Asia
North America
South Africa
Europe
Total
Year ended
December 31,
2021
2020
1,184
204
1,513
12
126
3,039
$
$
1,268
190
1,709
12
498
3,677
$
$
The following table presents the number of our employees categorized by activity as of December 31, 2020, 2021 and 2022:
Technical support and consulting
Research and development
Marketing and sales
Operations and administrations
Total
Year ended
December 31,
2021
2020
2,506
233
161
139
3,039
$
$
3,137
228
166
146
3,677
$
$
2022
1,415
216
1,965
8
557
4,161
2022
3,513
257
231
160
4,161
$
$
$
$
We consider our employees the most valuable asset of our company. We offer competitive compensation and comprehensive benefits to attract and
retain our employees. The remuneration and rewards include retention through share-based compensation and performance-based bonuses.
We believe that an engaged workforce is key to maintaining our ability to innovate. We have steadily increased our workforce and have been
successful in integrating our new employees and keeping our employees engaged. Investing in our employees’ career growth and development is an
important focus for us. We offer learning opportunities and training programs including workshops, guest speakers and various conferences to enable
our employees to advance in their chosen professional paths.
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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. Israeli labor laws and regulations are applicable to all of our employees in Israel. The laws concern
various matters, including severance pay rights at termination, notice period for termination, retirement or death, length of workday and workweek,
minimum wage, overtime payments and insurance for work-related accidents. We currently fund our ongoing legal severance pay obligations by
paying monthly premiums for our employees’ insurance policies and or pension funds. At the time of commencement of employment, our employees
generally sign written employment agreements specifying basic terms and conditions of employment as well as non-disclosure, confidentiality and
non-compete provisions.
E. SHARE OWNERSHIP
Beneficial Ownership of Executive Officers and Directors
The following table sets forth certain information as of April 1, 2023 regarding the beneficial ownership by each of our directors and executive
officers:
Name
Guy Bernstein
Asaf Berenstin
Ron Ettlinger
Naamit Salomon
Sagi Schliesser
Avi Zakay
Arik Faingold
Yuval Baruch
Arik Kilman
Yakov Tsaroya
Yuval Lavi
Yael Ilan
Hanan Shahaf
*
Less than 1%
Number of
Ordinary
Shares
Beneficially
Owned (1)
Percentage of
Ownership (2)
150,000
38,225
--
--
--
--
--
--
--
2,500
--
--
--
*
*
--
--
--
--
--
--
--
*
--
--
--
(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 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, and subject to community property laws where applicable, 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 49,093,055 Ordinary Shares issued and outstanding as of April 1, 2023.
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Stock-Based Compensation Plans
2007 Incentive Compensation Plan
In 2007, we adopted our 2007 Incentive Compensation Plan, or the 2007 Plan, under which we may grant options, restricted shares, restricted share
units and performance awards to employees, officers, directors and consultants of our company and its subsidiaries. The shares subject to the 2007
Plan may be either authorized or unissued shares or previously issued shares acquired by our company or any of its subsidiaries. The total number of
shares that may be delivered pursuant to awards under the 2007 Plan shall not exceed 1,500,000 shares in the aggregate. If any award shall expire,
terminate, be cancelled or forfeited without having been fully exercised or satisfied by the issuance of shares, then the shares subject to such award
shall be available again for delivery in connection with future awards under the 2007 Plan.
In September 2013, our shareholders approved a 1,000,000 share increase in the number of Ordinary Shares available for issuance under the 2007
Stock Option Plan.
On December 31, 2015 our board of directors increased the amount of Ordinary Shares reserved for issuance by an additional 250,000 Ordinary
Shares and extended the plan by 10 years until August 1, 2027. As of December 31, 2022, an aggregate of 952,500 Ordinary Shares are available for
future grants under the Plan.
The 2007 Plan will terminate upon the earliest of: (i) August 31, 2027; (ii) the termination of all outstanding awards in connection with a corporate
transaction; or (iii) in connection with, and as a result of, any other relevant event, including the 2007 Plan’s termination by the Board of Directors.
Under the 2007 Plan, the option committee shall have full discretionary authority to grant or, when so restricted by applicable law, recommend the
Board of Directors to grant, pursuant to the terms of the 2007 Plan, options and restricted shares and restricted share units to those individuals who
are eligible to receive awards.
The 2007 Plan provides that each option will expire on the date stated in the award agreement, which will not be more than ten years from its date of
grant. The exercise price of an option shall be determined by the option committee of the Board of Directors and set forth in the award agreement.
Unless determined otherwise by the Board of Directors, the exercise price shall be equal to, or higher than, the fair market value of our company’s
shares on the date of grant.
Under the 2007 Plan, restricted shares and restricted share units shall not be purchased for less than the ordinary share’s par value, unless determined
otherwise by the Board of Directors.
Under the 2007 Plan in the event of any reclassification, recapitalization, merger or consolidation, reorganization, stock dividend, cash dividend,
distribution of subscription rights or other distribution in securities of the Company, stock split or reverse stock split, combination or exchange of
shares, repurchase of shares, or other similar change in corporate structure, that proportionally apply to all of our Ordinary Shares, we, shall
substitute or adjust, as applicable, the number, class and kind of securities which may be delivered under Section 4.1; the number, class and kind,
and/or price (such as the Option Price of Options) of securities subject to outstanding awards; and other value determinations applicable to
outstanding awards, as determined by our Board of Directors, in order to prevent dilution or enlargement of participants’ rights under the 2007 Plan;
provided, however, that the number of Ordinary Shares subject to any award shall always be a whole number. The Board of Directors shall also make
appropriate adjustments and modifications, in the terms of any outstanding awards to reflect such changes in our share capital, including
modifications of performance goals and changes in the length of performance periods, if applicable.
Our Board of Directors may, from time to time, alter, amend, suspend or terminate the 2007 Plan, with respect to awards that have not been granted,
subject to shareholder approval, if and to the extent required by applicable law. In addition, no such amendment, alteration, suspension or termination
of the 2007 Plan or any award theretofore granted, shall be made which would materially impair the previously accrued rights of a participant under
any outstanding award without the written consent of such participant, provided, however, that the Board of Directors may amend or alter the 2007
Plan and the option committee may amend or alter any award, including any agreement, either retroactively or prospectively, without the consent of
the applicable participant, (i) so as to preserve or come within any exemptions from liability under any law or the rules and releases promulgated by
the SEC, or (ii) if the Board of Directors or the option committee determines in its discretion that such amendment or alteration either is (a) required
or advisable for us, the 2007 Plan or the award to satisfy, comply with or meet the requirements of any law, regulation, rule or accounting standard,
or (b) not reasonably likely to significantly diminish the benefits provided under such award, or that such diminishment has been or will be
adequately compensated.
During 2022, options to purchase an aggregate of 20,000 Ordinary Shares were exercised under the 2007 Plan at an average exercise price of $0 per
share, and 20,000 options were forfeited. Moreover, 26,250 options to purchase Ordinary Shares remained outstanding. As of December 31, 2022,
our executive officers and directors as a group, consisting of 13 persons, held 190,725 Ordinary Shares.
F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION
Not applicable.
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
As of April 1, 2023, Formula Systems, an Israeli company traded on the NASDAQ Global Select Market and the TASE, held 22,710,106 or 46.26%
of our outstanding Ordinary Shares. Formula Systems is controlled by Asseco, a Polish company listed on the Warsaw Stock Exchange, which held
as of April 1, 2023 approximately 25.82% of the Ordinary Shares of Formula Systems. Based on the foregoing beneficial ownership by each of
Formula and Asseco, each of Formula and Asseco may be deemed to directly or indirectly (as appropriate) control us.
The following table sets forth as of December 31, 2022 certain information regarding the beneficial ownership by all shareholders known to us to
own beneficially 5.0% or more of our ordinary shares:
Name
Formula Systems (1985) Ltd. (3)
Harel Insurance (4)
Clal Insurance Enterprises Holdings Ltd. (5)
Number of
Ordinary
Shares
Beneficially
Owned(1)
22,710,106
4,627,166
3,420,060
Percentage of
Ownership(2)
46.30%
9.40%
7.00%
(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 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, and subject to community property laws where applicable, 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 49,093,055 Ordinary Shares issued and outstanding as of December 31, 2022.
(3) As of April 1, 2023, Asseco owns 25.82% of the outstanding shares of Formula. As such, Asseco may be deemed to be the beneficial owner of
the aggregate 22,710,106 Ordinary Shares held directly by Formula Systems. The address of Asseco is 35-322 Rzeszow, ul. Olchowa 14, Poland.
(4) Based on a Schedule 13G amendment filed on January 17, 2023, Harel Insurance Investments & Financial Services Ltd., an Israeli public
company, with a principal business address at Harel House; 3 Aba Hillel Street; Ramat Gan 52118, Israel (or “Harel”).
(5) Based on a Schedule 13G amendment filed on February 17, 2023, by Clal Insurance Enterprises Holdings Ltd. (or “Clal”). Clal is an Israeli
public company, with a principal business address at 36 Raul Wallenberg St., Tel Aviv 66180, Israel.
Significant Changes in the Ownership of Major Shareholders
Formula filed a Schedule 13D amendment on May 23, 2022 reflecting that it had purchased an aggregate of 629,638 Ordinary Shares in open market
transactions, for an aggregate purchase price of $8,978,481, as a result of which Formula’s beneficial ownership percentage of the outstanding
Ordinary Shares has increased from 45.3% to 46.3%.
Based on a Schedule 13G amendment filed on , on January 23, 2020, Harel Insurance Investments & Financial Services Ltd. held 3,622,378or 7.4%
of our Ordinary Shares. A Schedule 13G amendment filed with the SEC on January 27, 2021, reflected ownership of 4,835,262, or 9.86% of our
Ordinary Shares. A Schedule 13G amendment filed with the SEC on January 31, 2022, reflected ownership of 4,595,281, or 9.37% of our Ordinary
Shares. A Schedule 13G amendment filed with the SEC on January 17, 2023, reflected ownership of 4,627,166, or 9.4% of our Ordinary Shares.
86
Clal filed a Schedule 13G/A filed with the SEC on February 10, 2020, reflected an ownership of 4,144,717, or 8.5% of our Ordinary Shares. A
Schedule 13G/A filed with the SEC on February 16, 2021, reflected an ownership of 3,765,068, or 7.68% of our Ordinary Shares. A Schedule 13G/A
filed with the SEC on February 10, 2022, reflected an ownership of 3,681,659, or 7.51% of our Ordinary Shares. A Schedule 13G/A filed with the
SEC on February 13, 2023, reflected a decrease in ownership to 3,420,060, or 7% of our Ordinary Shares.
Major Shareholders Voting Rights
Our major shareholders do not have different voting rights.
Record Holders
Based on a review of the information provided to us by our U.S. transfer agent, as of May 10, 2023, there were 48 record holders, of which 37 record
holders holding approximately 96.6% 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 are they representative of where such beneficial holders reside, since many of these Ordinary
Shares were held of record by brokers or other nominees (including one U.S. nominee company, CEDE & Co., which held approximately 96.5% of
our outstanding Ordinary Shares as of such date).
B. RELATED PARTY TRANSACTIONS
For information about related party transactions see “Item 6C. Directors, Senior Management and Employees – Board Practices - Approval of
Related Party Transactions Under Israeli Law.”
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See the consolidated financial statements, including the notes thereto, included in Item 18.
Legal Proceedings
We and our subsidiaries are, from time to time, subject to legal, administrative and regulatory proceedings, claims, demands and investigations in the
ordinary course of business, including claims with respect to intellectual property, contracts, employment and other matters. Based upon the advice of
counsel, we do not believe that the ultimate resolution of these matters will materially affect our consolidated financial position, results of operations
or cash flows.
87
Dividend Distribution Policy
In September 2012, our Board of Directors adopted a policy for distributing dividends, under which we will distribute a dividend of up to 50% of our
annual net income attributable to our shareholders each year, subject to any applicable law. On August 2019, our Board of Directors amended our
dividend distribution policy, whereas, each year we will distribute a dividend of up to 75% of our annual net income attributable to our shareholders.
It is possible that our Board of Directors will decide, subject to the conditions stated above, to declare additional dividend distributions. Our Board of
Directors may at its discretion and at any time, change, whether as a result of a one-time decision or a change in policy, the rate of dividend
distributions or not to distribute a dividend.
According to the Israeli Companies Law, a registrant may distribute dividends out of its profits 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. Notwithstanding the
foregoing, dividends may be paid with the approval of a court, provided that there is no reasonable concern that such dividend distribution will
prevent the company from satisfying its current and foreseeable obligations, as they become due. Profits, for purposes of the Israeli Companies Law,
means the greater of retained earnings or earnings accumulated during the preceding two years, after deducting previous distributions that were not
deducted from the surpluses.
B. SIGNIFICANT CHANGES
Except as otherwise disclosed in this annual report, no significant change has occurred since December 31, 2022.
ITEM 9. THE OFFER AND LISTING
A. OFFER AND LISTING DETAILS
Our ordinary shares are traded on the NASDAQ Global Select Market under the ticker symbol “MGIC”.
B. PLAN OF DISTRIBUTION
Not applicable.
C. MARKETS
Our Ordinary Shares are listed on the NASDAQ Global Select Market (symbol: MGIC)Our Ordinary Shares have also traded on the TASE, and are
included in the TASE’s TA-125 Index.
D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSES OF THE ISSUE
Not applicable.
88
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
Set out below is a description of certain provisions of our Articles of Association and of the Israeli Companies Law related to such provisions. This
description is only a summary and does not purport to be complete and is qualified by reference to the full text of the Articles of Association, which
are incorporated by reference as an exhibit to this Annual Report.
Purposes and Objects of the Company
We are a public company registered with the Israeli Companies Registry as Magic Software Enterprises Ltd., registration number 52-003674-0.
Section 2 of our memorandum of association provides that we were established for the purpose of engaging in all fields of the computer business and
in any other lawful activity permissible under Israeli law.
The Powers of the Directors
According to our articles of association, and under the limitations described therein, our board of directors may cause the company to borrow or
secure the payment of any sum or sums of money for the purposes of the company, and set aside any amount out of our profits as a reserve for any
purpose.
Under our articles of association, retirement of directors from office is not subject to any age limitation and our directors are not required to own
shares in our company in order to qualify to serve as directors.
Rights Attached to Shares
Annual and Extraordinary Meetings
Under the Israeli Companies Law, a company must convene an annual meeting of shareholders at least once every calendar year and within fifteen
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 “extraordinary general meetings.” In addition, the board must
convene an extraordinary general meeting upon the demand of two of the directors or 25% of the nominated directors, one or more shareholders
holding at least 5% of the outstanding share capital and at least 1% of the voting power in the company, or one or more shareholders holding at least
5% of the voting power in the company.
Please refer to Exhibit 2.2 for Items 10.B.3, B.4, B.6, B.7, B.8, B.9 and B.10.
C. MATERIAL CONTRACTS
While we have numerous contracts with customers, resellers, distributors and property owners, we do not deem any such individual contract to be
material contracts that are not in the ordinary course of our business.
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.
89
E. TAXATION
The following is a discussion of Israeli and United States tax consequences material to our shareholders. To the extent that the discussion is based on
new tax legislation that has not been subject to judicial or administrative interpretation, we cannot assure you that the views expressed in the
discussion will be accepted by the appropriate tax authorities or the courts. The discussion is not intended, and should not be construed, as legal or
professional tax advice and is not exhaustive of 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
Tax regulations have a material impact on our business, particularly in Israel where we have our headquarters. The following is a summary of some
of the current tax law applicable to companies in Israel, with special reference to its effect on us. The following also contains a discussion of
specified Israeli tax consequences to our shareholders and government programs benefiting us. To the extent that the discussion is based on tax
legislation that has not been subject to judicial or administrative interpretation, there can be no assurance that the views expressed in the discussion
will be accepted by the tax authorities in question. The discussion is not intended, and should not be construed, as legal or professional tax advice and
is not exhaustive of all possible tax considerations.
General Corporate Tax Structure
Generally, Israeli companies are subject to corporate tax on their taxable income. As of 2022 the corporate tax rate is 23%. However, the effective tax
rate payable by a company that derives income from an AE, BE, PFE or a PTE, in each case, as defined and further discussed below, may be
considerably lower. See “Law for the Encouragement of Capital Investments” in this Item 5.A below. In addition, Israeli companies are currently
subject to regular corporate tax rate on their capital gains.
Besides being subject to the general corporate tax rules in Israel, certain of our Israeli subsidiaries have also, from time to time, applied for and
received certain grants and tax benefits from, and participate in, programs sponsored by the Government of Israel, as described below.
Law for the Encouragement of Industry (Taxes), 1969
The Law for the Encouragement of Industry (Taxes), 5729-1969 (the “Industry Encouragement Law”) provides several tax benefits for an
“Industrial Company.” Pursuant to the Industry Encouragement Law, a company qualifies as an Industrial Company if it is an Israeli resident
company which was incorporated in Israel and at least 90% of its income in any tax year (other than income from certain government loans) is
generated from an “Industrial Enterprise” that it owns and is located in Israel or in the “Area,” in accordance with the definition under Section 3A of
the Israeli Income Tax Ordinance (New Version) 1961, or the Ordinance. An “Industrial Enterprise” is defined as an enterprise whose major activity,
in a given tax year, is industrial production.
An Industrial Company is entitled to certain corporate tax benefits, including:
● Amortization of the cost of the purchases of patents, or the right to use a patent or know-how used for the development or promotion of the
Industrial Enterprise, over an eight-year period commencing on the year in which such rights were first exercised;
● The right to elect, under certain conditions, to file a consolidated tax return together with Israeli Industrial Companies controlled by it; and
● Expenses related to a public offering are deductible in equal amounts over three years beginning from the year of the offering.
Eligibility for benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority.
We believe that certain of our Israeli subsidiaries currently qualify as Industrial Companies within the definition under the Industry Encouragement
Law. We cannot assure you that they will continue to qualify as Industrial Companies or that the benefits described above will be available in the
future.
90
Law for the Encouragement of Capital Investments, 5719-1959
The Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law, provides certain incentives for capital investments in a
production facility (or other eligible assets). Generally, an investment program that is implemented in accordance with the provisions of the
Investment Law, referred to as an Approved Enterprise, or AE, a Benefitted Enterprise, or BE, or a Preferred Enterprise, or PFE, or a Preferred
Technological Enterprise, or PTE, or a Special Preferred Technological Enterprise, or SPFE is entitled to benefits as discussed below. These benefits
may include cash grants from the Israeli government and tax benefits, based upon, among other things, the geographic location in Israel of the facility
in which the investment is made. In order to qualify for these incentives, an AE, BE, PFE, PTE or SPFE is required to comply with the requirements
of the Investment Law.
The Investment Law has been amended several times over the recent years, with the three most significant changes effective as of April 1, 2005
(referred to as the 2005 Amendment), as of January 1, 2011 (referred to as the 2011 Amendment) and as of January 1, 2017 (referred to as the 2017
Amendment). Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its revision by
the 2005 Amendment remain in force but any benefits granted subsequently are subject to the provisions of the amended Investment Law. Similarly,
the 2011 Amendment introduced new benefits instead of the benefits granted in accordance with the provisions of the Investment Law prior to the
2011 Amendment. However, companies entitled to benefits under the Investment Law as in effect up to January 1, 2011 were entitled to choose to
continue to enjoy such benefits, provided that certain conditions are met, or elect instead, irrevocably, to forego such benefits and elect the benefits of
the 2011 Amendment. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside the existing tax benefits.
Tax benefits under the 2011 Amendment became effective on January 1, 2011
The 2011 Amendment canceled the availability of the benefits granted in accordance with the provisions of the Investment Law prior to 2011 and,
instead, introduced new benefits for income generated by a “Preferred Company” through its PFE (as such terms are defined in the Investment Law)
as of January 1, 2011. A Preferred Company is defined as either (i) a company incorporated in Israel which is not wholly owned by a governmental
entity or (ii) a limited partnership that (a) was registered under the Israeli Partnerships Ordinance and (b) all of its limited partners are companies
incorporated in Israel, but not all of them are governmental entities; which has, among other things, PFE status and is controlled and managed from
Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax rate of 15% with respect to its preferred income,
or PFI, attributed to its PFE in 2011 and 2012, unless the PFE is located in a certain development zone, in which case the rate will be 10%. Such
corporate tax rate was reduced to 12.5% and 7%, respectively, in 2013 and was increased to 16% and 9%, respectively, in 2014 until 2016. Pursuant
to the 2017 Amendment, in 2017 and thereafter, the corporate tax rate for a PFE that is located in a specified development zone was decreased to
7.5%, while the reduced corporate tax rate for other development zones remains 16%. Income derived by a Preferred Company from a Special PFE
(as such term is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rates of 8%, or 5% if
the Special PFE is located in a certain development zone. As of January 1, 2017, the definition for Special PFE includes less stringent conditions.
The classification of income generated from the provision of usage rights in know-how or software that were developed in a PFE, as well as royalty
income received with respect to such usage, is subject, as PFE income, to the issuance of a pre-ruling from the Israel Tax Authority that stipulates
that such income is associated with the productive activity of the PFE in Israel.
Dividends paid out of PFI attributed to a PFE or to a Special PFE are generally subject to withholding tax at source at the rate of 20% or such lower
rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a
reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if such dividends are
subsequently distributed to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower rate as may be provided in an
applicable tax treaty will apply). From 2017 to 2019, dividends paid out of PFI attributed to a PFE, directly to a foreign parent company, were subject
to withholding tax at source at the rate of 5% (temporary provisions).
The 2011 Amendment also provided transitional provisions to address companies already enjoying current benefits under the Investment Law. These
transitional provisions provide, among other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as
amended in 2011 with respect to income to be derived as of January 1, 2011: (i) the terms and benefits included in any certificate of approval that
was granted to an AE, which chose to receive grants, before the 2011 Amendment became effective, will remain subject to the provisions of the
Investment Law as in effect on the date of such approval, and subject to certain conditions; and (ii) the terms and benefits included in any certificate
of approval that was granted to an AE, that had participated in an alternative benefits program, before the 2011 Amendment became effective, will
remain subject to the provisions of the Investment Law as in effect on the date of such approval, provided that certain conditions are met. We and one
of our Israeli subsidiaries have elected to apply the new incentives regime under the Amendment to our industrial activity under the 2011
Amendment.
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New Tax benefits under the 2017 Amendment that became effective on January 1, 2017
The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016, and is effective as of January
1, 2017. The 2017 Amendment provides new tax benefits for two types of Technology Enterprises, as described below, and is in addition to the other
existing tax beneficial programs under the Investment Law.
The 2017 Amendment provides that a technology company satisfying certain conditions will qualify as a PTE, and will thereby enjoy a reduced
corporate tax rate of 12% on income that qualifies as Preferred Technology Income, or PTI, as defined in the Investment Law. The tax rate is further
reduced to 7.5% for a PTE located in development zone A. In addition, a Preferred Technology Company will enjoy a reduced corporate tax rate of
12% on capital gain derived from the sale of certain Benefited Intangible Assets (as defined in the Investment Law) to a related foreign company if
the Benefited Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million, and the sale receives
prior approval from the National Authority for Technological Innovation (previously known as the Israeli Office of the Chief Scientist) (referred to as
IIA).
The 2017 Amendment further provides that a technology company satisfying certain conditions will qualify as a Special PTE (an enterprise for
which, among others, total consolidated revenues of its parent company and all subsidiaries is at least NIS 10 billion) and will thereby enjoy a
reduced corporate tax rate of 6% on PTI regardless of the company’s geographic location within Israel. In addition, a Special PTE will enjoy a
reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefited Intangible Assets” to a related foreign company if the
Benefited Intangible Assets were either developed by the Special Preferred Technology Enterprise or acquired from a foreign company on or after
January 1, 2017, and the sale received prior approval from IIA. A Special PTE that acquires Benefited Intangible Assets from a foreign company for
more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.
Dividends distributed by a PTE or a Special PTE, paid out of PTI, are generally subject to withholding tax at source at the rate of 20% or such lower
rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a
reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if such dividends are
subsequently distributed from such Israeli company to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower rate as
may be provided in an applicable tax treaty will apply). If such dividends are distributed to a foreign company that holds solely or together with other
foreign companies 90% or more in the Israeli company and other conditions are met, the withholding tax rate will be 4% (or a lower rate under a tax
treaty, if applicable, subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate).
We examined the impact of the 2017 Amendment and the degree to which we will qualify as a PTE or Special PTE, and the amount of PTI that we
may have, or other benefits that we may receive, from the 2017 Amendment. Beginning in 2017, part of the Company taxable income in Israel is
entitled to a preferred 12% tax rate under the 2017 Amendment.
Tax Benefits for Research and Development
Israeli tax law allows, under certain conditions, a tax deduction for research and development expenditures, including capital expenditures, for the
year in which they are incurred. Such expenditures must relate to scientific research and development projects, and must be approved by the relevant
Israeli government ministry, determined by the field of research. Furthermore, the research and development must be for the promotion of the
company’s business and carried out by or on behalf of the company seeking such tax deduction. However, the amount of such deductible expenses is
reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects.
Expenditures not so approved by the relevant Israeli government ministry, but otherwise qualifying for deduction, are deductible over a three-year
period.
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Israeli Capital Gains Tax
The following is a short summary of the material provisions of the tax environment to which shareholders may be subject. This summary is based on
the current provisions of tax law. To the extent that the discussion is based on new tax legislation that has not been subject to judicial or
administrative interpretation, we cannot assure you that the views expressed in the discussion will be accepted by the appropriate tax authorities or
the courts.
The summary does not address all of the tax consequences that may be relevant to all purchasers of our Ordinary Shares in light of each purchaser’s
particular circumstances and specific tax treatment. For example, the summary below does not address the tax treatment of residents of Israel and
traders in securities who are subject to specific tax regimes. As individual circumstances may differ, holders of our Ordinary Shares should consult
their own tax adviser as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition of Ordinary Shares. The
following is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations.
Each individual should consult his or her own tax or legal adviser.
Tax Consequences Regarding Disposition of Our Ordinary Shares
Overview
Israeli law generally imposes a capital gain tax on the sale of capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale
of assets located in Israel, including shares of Israeli companies, by both residents and non-residents of Israel, unless a specific exemption is available
or unless a tax treaty between Israel and the seller’s country of residence provides otherwise. The Ordinance distinguishes between “Real Capital
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 Israeli consumer price index or, in certain circumstances, a foreign currency
exchange rate, between the date of purchase and the date of sale. The Real Capital Gain is the excess of the total capital gain over the Inflationary
Surplus.
Capital gain
Israeli Resident Shareholders
As of January 1, 2012, the tax rate applicable to Real Capital Gain derived by Israeli individuals from the sale of shares, whether or not listed on a
stock exchange, is 25%, unless such shareholder claims a deduction for interest and linkage differences expenses in connection with the purchase and
holding of such shares, in which case the gain will generally be taxed at a rate of 30%. However, if such shareholder is considered a Substantial
Shareholder (i.e., a person who holds, directly or indirectly, alone or together with another person who collaborates with such person on a permanent
basis, 10% or more of any of the company’s “means of control” (including, among other things, the right to receive profits of the company, voting
rights, the right to receive the company’s liquidation proceeds and the right to appoint a director)) at the time of sale or at any time during the
preceding 12-month period, such gain will be taxed at the rate of 30%. Individual shareholders dealing in securities in Israel are taxed at their
marginal tax rates applicable to business income (up to 47% in 2018 and thereafter).
Under current Israeli tax legislation, the tax rate applicable to Real Capital Gain derived by Israeli resident corporations from the sale of shares of an
Israeli company is the general corporate tax rate. As described above, the corporate tax rate as of 2018 and thereafter is 23%.
Non-Israeli Resident Shareholders
Israeli capital gain tax is imposed on the disposal of capital assets by a non-Israeli resident if such assets are either (i) located in Israel; (ii) shares or
rights to shares in an Israeli resident company; or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a tax treaty between
Israel and the seller’s country of residence provides otherwise. As mentioned above, Real Capital Gain is generally subject to tax at the corporate tax
rate (23% in 2018 and thereafter) if generated by a company, or at the rate of 25% or 30%, if generated by an individual. Individual and corporate
shareholders dealing in securities in Israel are taxed at the tax rates applicable to business income (a corporate tax rate for a corporation and a
marginal tax rate of up to 47% for an individual in 2018 and thereafter).
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Notwithstanding the foregoing, shareholders who are non-Israeli residents (individuals and corporations) are generally exempt from Israeli capital
gain tax on any gains derived from the sale, exchange or disposition of shares publicly traded on the Tel Aviv Stock Exchange or on a recognized
stock exchange outside of Israel, provided, among other things, that (i) such gains are not generated through a permanent establishment that the non-
Israeli resident maintains in Israel, (ii) the shares were purchased after being listed on a recognized stock exchange, and (iii) with respect to shares
listed on a recognized stock exchange outside of Israel, such shareholders are not subject to the Israeli Income Tax Law (Inflationary Adjustments)
5745-1985. However, non-Israeli corporations will not be entitled to the foregoing exemptions if Israeli residents (a) have a controlling interest of
more than 25% in such non-Israeli corporation, or (b) are the beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-
Israeli corporation, whether directly or indirectly. Such exemption is not applicable to a person whose gains from selling or otherwise disposing of
the shares are deemed to be business income.
In addition, a sale of shares may be exempt from Israeli capital gain tax under the provisions of an applicable tax treaty. For example, under the
U.S.-Israel Tax Treaty, or the U.S-Israel Treaty, the sale, exchange or disposition of shares of an Israeli company by a shareholder who is a U.S.
resident (for purposes of the U.S.-Israel Treaty) holding the shares as a capital asset is exempt from Israeli capital gain tax unless either (i) the
shareholder holds, directly or indirectly, shares representing 10% or more of the voting rights during any part of the 12-month period preceding such
sale, exchange or disposition; (ii) the shareholder, if an individual, has been present in Israel for a period or periods of 183 days or more in the
aggregate during the applicable taxable year; (iii) the capital gain arising from such sale are attributable to a permanent establishment of the
shareholder which is maintained in Israel; (iv) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in
Israel; (v) the capital gain arising from such sale, exchange or disposition is attributed to royalties; or (vi) the shareholder is a U.S. resident (for
purposes of the U.S.-Israel Treaty) and is not holding the shares as a capital asset. In each case, the sale, exchange or disposition of such shares
would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Treaty, a U.S. resident would be permitted to claim a credit
for the Israeli tax against the U.S. federal income tax imposed with respect to the sale, exchange or disposition, subject to the limitations in U.S. laws
applicable to foreign tax credits. The U.S-Israel Treaty does not provide such credit against any U.S. state or local taxes.
In some instances where our shareholders may be liable for Israeli tax on the sale of their Ordinary Shares, the payment of the consideration may be
subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in
order to avoid withholding at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident
company, in the form of a merger or otherwise, the Israel Tax Authority may require from shareholders who are not liable for Israeli tax to sign
declarations in forms specified by this authority or obtain a specific exemption from the Israel Tax Authority to confirm their status as non-Israeli
resident, and, in the absence of such declarations or exemptions, may require the purchaser of the shares to withhold taxes at source.
Taxes applicable to Dividends
Israeli Resident Shareholders
Israeli residents who are individuals are generally subject to Israeli income tax for dividends paid on our Ordinary Shares (other than bonus shares or
share dividends) at 25%, or 30% if the recipient of such dividend is a Substantial Shareholder at the time of distribution or at any time during the
preceding 12-month period. However, dividends distributed from taxable income allocated and accrued during the benefits period of an AE are
subject to withholding tax at the rate of 15% (if the dividend is distributed during the tax benefits period under the Investment Law or within 12 years
after such period, except with respect to an FIC, in which case the 12 year limit does not apply) or 20% with respect to PFE. An average rate will be
set in case the dividend is distributed from mixed types of income (regular and Approved/Beneficiary/ Preferred income).
Israeli resident corporations are generally exempt from Israeli corporate tax for dividends paid on shares of Israeli resident corporations (like our
Ordinary Shares). However, dividends distributed from taxable income accrued during the benefits period of an AE are subject to withholding tax at
the rate of 15%, if the dividend is distributed during the tax benefits period under the Investment Law or within 12 years after such period.
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Non-Israeli Resident Shareholders
Israeli capital gain tax is imposed on the disposal of capital assets by a non-Israeli resident if such assets are either (i) located in Israel; (ii) shares or
rights to shares in an Israeli resident company; or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a tax treaty between
Israel and the seller’s country of residence provides otherwise. As mentioned above, Real Capital Gain is generally subject to tax at the corporate tax
rate (23% in 2018 and thereafter) if generated by a company, or at the rate of 25% if generated by an individual, or 30%, if generated by an
individual who is a “substantial shareholder” (as defined under the Tax Ordinance), at the time of sale or at any time during the preceding 12-month
period (or if the shareholder claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such
shares). A “substantial shareholder” is generally a person who alone or together with such person’s relative or another person who collaborates with
such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the “means of control” of the corporation. “Means of control”
generally include, among others, the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order
someone who holds any of the aforesaid rights how to act, regardless of the source of such right. Individual and corporate shareholders dealing in
securities in Israel are taxed at the tax rates applicable to business income (a corporate tax rate for a corporation and a marginal tax rate of up to 47%
for an individual in 2018 and thereafter (excluding excess tax as discussed below)) unless contrary provisions in a relevant tax treaty apply.
Notwithstanding the foregoing, shareholders who are non-Israeli residents (individuals and corporations) generally should be exempt from Israeli
capital gain tax on any gains derived from the sale, exchange or disposition of shares publicly traded on the Tel Aviv Stock Exchange or on a
recognized stock exchange outside of Israel, provided, among other things, that (i) such gains are not generated through a permanent establishment
that the non-Israeli resident maintains in Israel, (ii) the shares were purchased after being listed on a recognized stock exchange, and (iii) with respect
to shares listed on a recognized stock exchange outside of Israel, such shareholders are not subject to the Israeli Income Tax Law (Inflationary
Adjustments) 5745-1985. However, non-Israeli corporations will not be entitled to the foregoing exemptions if Israeli residents (a) have a controlling
interest of more than 25% in such non-Israeli corporation, or (b) are the beneficiaries of or are entitled to 25% or more of the revenues or profits of
such non-Israeli corporation, whether directly or indirectly. Such exemption is not applicable to a person whose gains from selling or otherwise
disposing of the shares are deemed to be business income.
In addition, a sale of shares may be exempt from Israeli capital gain tax under the provisions of an applicable tax treaty. For example, under the
U.S.-Israel Tax Treaty, or the U.S-Israel Treaty, the sale, exchange or disposition of shares of an Israeli company by a shareholder who is a U.S.
resident (for purposes of the U.S.-Israel Treaty) holding the shares as a capital asset is exempt from Israeli capital gain tax unless either (i) the
shareholder holds, directly or indirectly, shares representing 10% or more of the voting rights during any part of the 12-month period preceding such
sale, exchange or disposition; (ii) the shareholder, if an individual, has been present in Israel for a period or periods of 183 days or more in the
aggregate during the applicable taxable year; (iii) the capital gain arising from such sale are attributable to a permanent establishment of the
shareholder which is maintained in Israel; (iv) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in
Israel; (v) the capital gain arising from such sale, exchange or disposition is attributed to royalties; or (vi) the shareholder is a U.S. resident (for
purposes of the U.S.-Israel Treaty) and is not holding the shares as a capital asset. In each case, the sale, exchange or disposition of such shares
would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Treaty, a U.S. resident would be permitted to claim a credit
for the Israeli tax against the U.S. federal income tax imposed with respect to the sale, exchange or disposition, subject to the limitations in U.S. laws
applicable to foreign tax credits. The U.S-Israel Treaty does not provide such credit against any U.S. state or local taxes.
In some instances where our shareholders may be liable for Israeli tax on the sale of their Common Shares, the payment of the consideration may be
subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in
order to avoid withholding at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident
company, in the form of a merger or otherwise, the ITA may require from shareholders who are not liable for Israeli tax to sign declarations in forms
specified by this authority or obtain a specific exemption from the ITA to confirm their status as non-Israeli resident, and, in the absence of such
declarations or exemptions, may require the purchaser of the shares to withhold taxes at source.
Excess Tax
Individuals who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional
tax for income exceeding a certain level. For 2017 and onwards, the additional tax is at a rate of 3% on annual income exceeding NIS 663,240 for
2022 (approximately $0.2 million) which amount is linked to the annual change in the Israeli consumer price index, including, but not limited to,
dividends, interest and capital gain.
Estate and Gift Tax
Israeli law presently does not impose estate or gift taxes.
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United States Federal Income Taxation
The following is a general discussion 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 may be 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, (the “Code”)
Treasury regulations promulgated thereunder, judicial and administrative interpretations thereof and the U.S.-Israel Tax Treaty (the “Treaty”), all as
in effect on the date hereof and all of which are subject to change either prospectively or retroactively or to differing interpretations. There can be no
assurance that the U.S. Internal Revenue Service (“IRS”) will not take a different position concerning the tax consequences of the acquisition,
ownership or disposition of our Ordinary Shares or that such a position would not be sustained. This discussion does not address all tax
considerations that may be relevant to a U.S. Holder of Ordinary Shares. In addition, this description does not account for the specific circumstances
of any particular investor, such as:
● broker-dealers;
● financial institutions or financial services entities;
● 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;
● retirement plans;
● S corporations:
● pension funds;
● certain former citizens or long-term residents of the United States;
● non-resident aliens of the United States or taxpayers whose functional currency is not the U.S. dollar;
● persons who hold 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 at least 10% of the total combined voting power of
our shares or at least 10% of our shares by 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.
For purposes of this summary the term “U.S. Holder” means a person that is eligible for the benefits of the Treaty and is a beneficial owner of
Ordinary Shares who is, for U.S. federal income tax purposes:
● an individual who is a citizen or a resident of the United States;
● a corporation or other entity taxable as a corporation for United States federal income tax purposes, 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 resident in the United States, to the extent such trust’s income is subject to US tax as the income of a resident.
Unless otherwise indicated, it is assumed for the purposes of this discussion that the Company is not, and will not become, a “passive foreign
investment company” (“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 when such distribution is actually or constructively received, to the extent such distribution is paid out 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, you should expect that the entire amount of any distribution will be taxable to you as dividend
income. Dividends are included in gross income at ordinary income rates, unless such dividends constitute “qualified dividend income,” as set forth
in more detail below. 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 adjusted tax basis in our Ordinary Shares and any amount in excess of your tax basis would be treated as gain from the sale of
Ordinary Shares. See “—Sale, Exchange or Other 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 generally 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, may 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 paid with respect to our common stock 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. 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 a 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. 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 may
be subject to tax at the lower long-term capital gain rates (currently, a maximum rate of 20%). Distributions taxable as dividends paid on our
Ordinary Shares should qualify for a reduced rate if we are a “qualified foreign corporation,” as defined in Code section 1(h)(11)(C). We will be a
qualified foreign corporation if 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. 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. U.S.
Holders of our Ordinary Shares should consult their own tax advisors regarding the effect of these rules in their particular circumstances.
Sale, Exchange or Other Disposition of Ordinary Shares
Subject to the discussion of the PFIC rules below, if you sell or otherwise dispose of our Ordinary Shares (other than with respect to certain non-
recognition transactions), 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, who does not have a tax home
outside of the United States, is generally eligible for a preferential tax rate (currently at a maximum of 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.
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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, based on any appreciation or depreciation in the value of NIS against the U.S.
dollar, which would be treated as ordinary income or loss.
An accrual basis U.S. Holder may elect the same treatment of currency exchange gain or loss 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 is required to calculate
the value of the proceeds as of the “trade date” and may have a foreign currency gain or loss for U.S. federal income tax purposes in the event of any
difference between the U.S. dollar value of NIS prevailing on the trade date and on the settlement date. Any such currency gain or loss generally
would be treated as U.S.- source ordinary income or loss and would be subject to tax 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 Company Considerations
Based on the composition of our income, assets (including the value of our goodwill, going-concern value or any other unbooked intangibles, which
may be determined based on the price of the ordinary shares), and operations, we believe we will not be classified as a “passive foreign investment
company”, or PFIC, for the 2022 taxable year. However, because PFIC status is based on our income, assets and activities for the entire taxable year,
it is not possible to determine whether we will be characterized as a PFIC for our current taxable year or future taxable years until after the close of
the applicable taxable year. Moreover, we must determine our PFIC status annually based on tests that are factual in nature, and our status in the
current year and future years will depend on our income, assets and activities in each of those years and, as a result, cannot be predicted with
certainty as of the date hereof.
If we were a PFIC for any taxable year during which a U.S. Holder owned Ordinary Shares, certain adverse consequences could apply to the U.S.
Holder. Specifically, unless a U.S. Holder makes one of the elections mentioned below, gain recognized by the U.S. Holder on a sale or other
disposition of Ordinary Shares would be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares. 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. In addition, if we were a PFIC for a taxable year in which we pay a dividend or
the immediately preceding taxable year, the preferential 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.
If we are treated as a PFIC with respect to you for any taxable year, you will be deemed to own shares in any entities in which we own equity that are
also PFICs (“lower tier PFICs”), and you may be subject to the tax consequences described above with respect to the shares of such lower tier PFIC
you would be deemed to own.
98
i. Mark-to-market elections
If we are a PFIC for any taxable year during which you hold ordinary shares, then instead of being subject to the tax and interest charge rules
discussed above, you may make an election to include gain on the ordinary shares as ordinary income under a mark-to-market method, provided that
such ordinary shares are “marketable.” The ordinary shares will be marketable if they are “regularly traded” on a qualified exchange or other market,
as defined in applicable U.S. Treasury regulations, such as the New York Stock Exchange (or on a foreign stock exchange that meets certain
conditions). For these purposes, the ordinary shares will be considered regularly traded during any calendar year during which they are traded, other
than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this
requirement will be disregarded. However, because a mark-to-market election cannot be made for any lower tier PFICs that we may own, you will
generally continue to be subject to the PFIC rules discussed above with respect to your indirect interest in any investments we own that are treated as
an equity interest in a PFIC for U.S. federal income tax purposes. As a result, it is possible that any mark-to-market election with respect to the
ordinary shares will be of limited benefit.
If you make an effective mark-to-market election, in each year that we are a PFIC, you will include in ordinary income the excess of the fair market
value of your ordinary shares at the end of the year over your adjusted tax basis in the ordinary shares. You will be entitled to deduct as an ordinary
loss in each such year the excess of your adjusted tax basis in the ordinary shares over their fair market value at the end of the year, but only to the
extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election,
in each year that we are a PFIC, any gain that you recognize upon the sale or other disposition of your ordinary shares will be treated as ordinary
income and any loss will be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-
market election.
Your adjusted tax basis in the ordinary shares will be increased by the amount of any income inclusion and decreased by the amount of any
deductions under the mark-to-market rules discussed above. If you make an effective mark-to-market election, it will be effective for the taxable year
for which the election is made and all subsequent taxable years unless the ordinary shares are no longer regularly traded on a qualified exchange or
the IRS consents to the revocation of the election. You should consult your tax advisor about the availability of the mark-to-market election, and
whether making the election would be advisable in your particular circumstances.
ii. Qualified electing fund elections
In certain circumstances, a U.S. equity holder in a PFIC may avoid the adverse tax and interest charge regime described above by making a
“qualified electing fund” election to include in income its share of the corporation’s income on a current basis. However, you may make a qualified
electing fund election with respect to the ordinary shares only if we agree to furnish you annually with a PFIC annual information statement as
specified in the applicable U.S. Treasury regulations. We do not intend to provide the information necessary for you to make a qualified electing fund
election if we are classified as a PFIC. Therefore, you should assume that you will not receive such information from us and would therefore be
unable to make a qualified electing fund election with respect to any of our ordinary shares were we to be or become a PFIC.
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 may
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.
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) fall within certain exempt categories and demonstrate the fact when
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.
99
U.S. citizens and individuals taxable as resident aliens of the United States that (i) own “specified foreign financial assets” (as defined in Section
6038D of the Code and the regulations thereunder) with an aggregate value in a taxable year in excess of certain thresholds (as determined under
rules in Treasury regulations) and (ii) are required to file U.S. federal income tax returns 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. In addition, in the event a U.S. Holder that is required to file IRS Form 8938 does not file such form, the statute of limitations on the
assessment and collection of U.S. federal income taxes of such U.S. Holder for the related tax year may not close until three years after the date that
the required information is filed. 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 of our Ordinary Shares by vote or value 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. STATEMENT BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
We are subject to certain of the reporting requirements of 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 under the Exchange Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies
whose securities are registered under the Exchange Act. However, 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.magicsoftware.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.
The Exchange Act file number for our SEC filings is 000-19415.
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 offices located at Yahadut Canada 1
Street, Or Yehuda 6037501, Israel.
I. SUBSIDIARY INFORMATION
Not applicable.
100
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
We are exposed to a variety of market risks, primarily changes in interest rates affecting our investments in marketable securities and foreign
currency fluctuations.
Cash Investments and Interest Rate Risk
Our cash investment policy seeks to preserve principal and maintain adequate liquidity while maximizing the income we receive from our
investments without significantly increasing the risk of loss. To minimize investment risk, we maintain a diversified portfolio across various
maturities, types of investments and issuers, which may include, from time to time, money market funds, U.S. government bonds, state debt, bank
deposits and certificates of deposit, and investment grade corporate debt. Our cash management policy does not allow us to purchase or hold
commodity instruments, structures or “sub-prime” related holdings (such as auction rate securities and collateralized debt obligation) or other
financial instruments for trading purposes.
As of December 31, 2022, we had approximately $87.0 million in cash and cash equivalents and short term bank deposits. Our marketable securities
include investments in commercial bonds. The performance of the capital markets affects the values of the funds we hold in marketable securities.
These assets are subject to market fluctuations. In such case, the fair value of our investments may decline. We periodically monitor our investments
for adverse material holdings related to the underlying financial solvency of the issuers of the marketable securities in our portfolio.
Our exposure to market risk for changes in interest rates relates primarily to our investment in marketable securities. Investments in both fixed rate
and floating rate interest bearing securities carry a degree of interest rate risk. The fair market value of fixed rate securities may be adversely
impacted due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. Due in part to these
factors, our future financial results may be negatively affected in the event that interest rates fluctuate.
Foreign Currency Exchange Risk
Our financial results may be negatively impacted by foreign currency fluctuations. Our foreign operations are transacted through a global network of
subsidiaries. These sales and related expenses are generally denominated in currencies other than the U.S. dollar. Because our financial results are
reported in U.S. dollars, our results of operations may be adversely impacted by fluctuations in the rates of exchange between the U.S. dollar and
such other currencies as the financial results of our foreign subsidiaries are converted into U.S. dollars in consolidation. Our earnings are
predominantly affected by fluctuations in the value of the U.S. dollar as compared to the NIS, as well as the value of the U.S. dollar as compared to
the euro, Japanese Yen and British Pound.
We measure and record non-monetary accounts in our balance sheet (principally fixed assets and prepaid expenses) in U.S. dollars. For this
measurement, we use the U.S. dollar value in effect at the date that the asset or liability was initially recorded in our balance sheet (the date of the
transaction).
Our operating expenses may be affected by fluctuations in the value of the U.S. dollar as it relates to foreign currencies, with NIS, euro and Japanese
Yen having the greatest potential impact. In managing our foreign exchange risk, we periodically enter into foreign exchange hedging contracts. Our
goal is to mitigate the potential exposure with these contracts. By way of example, an increase of 10% in the value of the NIS relative to the U.S.
dollar in 2022 would have resulted in an increase in the U.S. dollar reporting value of our operating income of $2.9 million for that year, while a
decrease of 10% in the value of the NIS relative to the U.S. dollar in 2022 would have resulted in a decrease in the U.S. dollar reporting value of our
operating income of $2.4 million for the year. An increase of 10% in the value of the euro, the Japanese yen and the British Pound relative to the U.S.
dollar in 2022 would have resulted in an increase in the U.S. dollar reporting value of our operating income of $1.1 million, $0.3 million and $0.1
million, respectively, for that year, while a decrease of 10% in the value of the euro, Japanese Yen and British Pound relative to the U.S. dollar in
2022 would have resulted in a decrease in the U.S. dollar reporting value of our operating income of $0.9 million, $0.2 million and $0.1 million,
respectively, for that year.
Equity Price Risk
As of December 31, 2022, we had no trading securities that are classified as available for sale.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
101
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
PART II
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer, and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2022. Based on such evaluation, the
Chief Executive Officer, and the Chief Financial Officer, have concluded that, as of December 31, 2022, we did not have adequate trained resources
to retain sufficient and precise documentation as evidence for performing business processes controls (including automated and IT-dependent
manual), management review controls, and evidence to demonstrate completeness and accuracy of information prepared by entity (“IPE”). As a
result, we could not monitor and oversee the completion of our assessment of the design and operating effectiveness of internal control over financial
reporting in a timely manner.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act. Our management, including our Chief Executive Officer and our Chief Financial Officer, conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as of the end of
the period covered by this report.
Based on that evaluation, as of December 31, 2022, management has identified that it did not have adequate trained resources to retain sufficient and
precise documentation as evidence for performing business processes controls (including automated and IT-dependent manual), management review
controls, and evidence to demonstrate completeness and accuracy of information prepared by entity (“IPE”). As a result, the Company could not
monitor and oversee the completion of its assessment of the design and operating effectiveness of internal control over financial reporting in a timely
manner.
Notwithstanding the conclusion by our Chief Executive Officer and our Chief Financial Officer that our disclosure controls and procedures as of
December 31, 2022 were not effective, and notwithstanding the material weaknesses in our internal control over financial reporting described above,
management believes that the consolidated financial statements and related financial information included in this Annual Report on Form 20-F fairly
present in all material respects our financial position, results of operations and cash flows as of December 31, 2022 and 2021, and for the years ended
on such dates, in conformity with IFRS.
Our management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls
of the business of Appush Ltd., Intrabases SAS and The GoodKind Group LLC, that were acquired during 2022 and included in our 2022
consolidated financial statements and constituted 3% and 3% of total and net assets, respectively as of December 31, 2022 and 4% and 7% of
revenues and net income, respectively, for the year then ended.
Remediation Plan for the Material Weakness
Management is committed to the remediation of the material weakness described above, as well as the continued improvement of the Company’s
internal control over financial reporting. Management has implemented and continues to implement measures designed to ensure that control
deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented and operating effectively.
As of the date of this Annual Report on Form 20-F, management is re-assessing the design of controls and modifying processes designed to improve
our internal control over financial reporting and remediate the control deficiencies that led to the material weaknesses, including but not limited to,
(a) hiring additional personnel with appropriate skillsets, (b) developing an execution plan and resourcing to test controls and to complete
remediation (c) actively monitoring corrective actions and providing status reporting to management on the progress.
Management will continue to evaluate and improve the internal controls over financial reporting and take additional measures to address control
deficiencies. Management will test and evaluate the implementation of internal controls and revised processes to ascertain whether they are designed
and operating effectively to provide reasonable assurance that they will prevent or detect a material error in our financial statements.
Management believe that once these actions have been completed, it will remediate the material weakness. The material weakness will not be
considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing,
that controls are operating effectively.
Attestation Report of the Registered Public Accounting Firm
The attestation report of Kost Forer Gabbay& Kasierer, a member of EY Global, an independent registered public accounting firm in
Israel, on our management’s assessment of our internal control over financial reporting as of December 31, 2022 is provided on page F-4, as
included under Item 18 of this annual report.
102
Changes in Internal Control over Financial Reporting
Based on the evaluation conducted by our Chief Executive Officer and our Chief Financial Officer pursuant to Rules 13a-15(d) and 15d-15(d) under
the Exchange Act, our management has concluded that there was no change in our internal control over financial reporting that occurred during the
year ended December 31, 2022 that materially affected, or is 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 Mr. Ettlinger, an external director within the meaning of the Israeli Companies Law, meets the definition
of an audit committee financial expert, as defined by rules of the SEC. For a brief listing of Mr. Ettlinger’s relevant experience, see Item 6A.
“Directors, Senior Management and Employees -- Directors and Senior Management.”
ITEM 16B. CODE OF ETHICS
We have adopted a code of ethics that applies to any chief executive officer and all senior financial officers of our company, including the chief
financial officer, chief accounting officer or controller, or persons performing similar functions. The code of ethics is available on our website.
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 codes of ethics, we will disclose the nature of such amendment or waiver on our website.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Independent Registered Public Accounting Firm Fees
The following table sets forth, for each of the years indicated, the fees billed by our principal independent registered public accounting firm. All of
such fees were pre-approved by our Audit Committee.
Services Rendered
Audit (1)
Tax and other (2)
Total
Year Ended
December 31,
2021
2022
$
$
$
376,000
92,000
468,000
$
$
$
741,000
108,000
849,000
(1) Audit fees relate to audit services provided for each of the years shown in the table, including fees associated with the annual audit, the filing of
a shelf registration statement, various accounting issues and audit services provided in connection with other statutory or regulatory filings.
(2) Tax fees relate to services performed by the tax division for tax compliance, planning and advice.
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
registered public accountants, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. 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 that exceed 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 of 2002 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.
103
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
NASDAQ Stock Market Rules and Home Country Practice
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 the 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 provided NASDAQ
with such a letter of non-compliance with respect to:
● The Rule requiring maintaining a majority of independent directors (Rule 5605(b)(1)). Instead, 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.
● The Rule requiring that our independent directors have regularly scheduled meetings at which only independent directors are present (Rule
5605(b)(2)). Instead, we follow Israeli law according to which independent directors are not required to hold executive sessions.
● The Rule regarding independent director oversight of director nominations process for directors (Rule 5605(e)). Instead, we follow Israeli
law and practice according to which our board of directors recommends directors for election by our shareholders.
● The requirement to obtain shareholder approval for the establishment or amendment of certain equity based compensation plans (Rule 5635
(c)), an issuance that will result in a change of control of the company (Rule 5635(b)), certain transactions other than a public offering
involving issuances of a 20% or more interest in the company (Rule 5635(d)) and certain acquisitions of the stock or assets of another
company (Rule 5635(a)). Instead, we follow Israeli law and practice in approving such procedures, according to which Board approval may
suffice in certain circumstances.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
Not applicable.
104
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID 1281)
Consolidated Statements of Financial Position
Consolidated Statements of Profit or Loss
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Appendix to Consolidated Financial Statements – Details of Subsidiaries and Affiliate
105
F-1
F-2- F-5
F-6 - F-7
F-8
F-9
F-10 - F-11
F-12 - F-14
F-15 - F-75
F-76 – F-77
ITEM 19. EXHIBITS
Index to Exhibits
Exhibit
1.1
1.2
2.1
2.2
4.1
4.2
8.1
12.1
12.2
13.1
13.2
15.1
15.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
Description
Memorandum of Association of the Registrant1
Articles of Association of the Registrant2
Specimen of Ordinary Share Certificate3
Description of the rights of each class of securities registered under Section 12 of the Securities Exchange Act of 19344
2000 Employee Stock Option Plan5
2007 Incentive Compensation Plan6
List of Subsidiaries of the Registrant
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, 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, a Member of Ernst & Young Global
Consent of KDA Audit Corporation (relating to Magic Software Japan K.K.)
Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are
embedded within the Inline XBRL document)
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Label Linkbase Document
Inline XBRL Taxonomy Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1) Filed as Exhibit 3.2 to the registrant’s registration statement on Form F-1, registration number 33-41486, and incorporated herein by reference.
(2) Filed as an Item to the registrant’s Form 6-K for the month of December 2011, filed on December 7, 2011, and incorporated herein by reference.
(3) Filed as Exhibit 4.1 to the registrant’s registration statement on Form F-1, registration number 33-41486, and incorporated herein by reference.
(4) Filed as Exhibit 2.2 to the registrant’s registration statement on Form 20-F for the year ended December 31, 2019, and incorporated herein by
reference.
(5) Filed as Exhibit 10.2 to the registrant’s annual report on Form 20-F for the year ended December 31, 2000, and incorporated herein by reference.
(6) Filed as Exhibit 4.3 to the registrant’s annual report on Form 20-F for the year ended December 31, 2007, and incorporated herein by reference.
106
MAGIC SOFTWARE ENTERPRISES LTD
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2022
U.S. DOLLARS IN THOUSANDS
INDEX
Reports of Independent Registered Public Accounting Firm (PCAOB ID 1281)
Consolidated Statements of Financial Position
Consolidated Statements of Profit or Loss
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in 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-12 - F-14
F-15 - F-75
Kost Forer Gabbay & Kasierer
144 Menachem Begin St.
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Magic Software Enterprises Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Magic Software Enterprises Ltd. (the Company) as of
January 1, 2021, December 31, 2021 and December 31, 2022, and the related consolidated statements of profit or loss, comprehensive income,
changes in equity and cash flows and for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to
as the “consolidated financial statements”). In our opinion, based on our audits and the report of other auditors, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company at January 1, 2021, December 31, 2021 and December 31, 2022, and the
results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with International
Financial Reporting Standards as issued by the International Accounting Standards Board.
We did not audit the financial statements of Magic Software Japan K.K., a wholly-owned subsidiary, which reflect total assets of
constituting 1%, 1% and 1% at January 1, 2021, December 31, 2021 and December 31, 2022, respectively, and total revenues constituting 2% in
2022 and 2% in 2021, 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 Magic Software Japan K.K., is based solely on the report of the other auditors.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 11, 2023 expressed
an adverse opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits and the report of other auditors provide a reasonable basis
for our opinion.
F-2
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matter does not alter in
any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Description of the Matter
How We Addressed the Matter in Our Audit
Evaluation of audit evidence over revenue
As discussed in Note 2 and 20 to the consolidated financial statements, the Company had $ 566,792
thousands in revenue for the year ended December 31, 2022. The Company’s revenue includes
multiple revenue streams throughout various consolidated legal entities.
We identified the evaluation of audit evidence over certain revenue streams, as a critical audit matter.
The number of revenue streams over various legal entities required a high-degree of auditor judgment
and extensive audit effort to evaluate the scope and the sufficiency of data used as audit evidence
over revenue. Subjective auditor judgment was required to evaluate that sufficient data was captured
and aggregated throughout these various entities.
The primary procedures we performed to address this critical audit matter included the following: We
applied auditor judgment to determine scope, nature and extent of procedures to be performed over
revenue. We assessed the recorded revenue by selecting a sample of transactions in various legal
entities and comparing the amounts recognized for consistency with underlying documentation, such
as, contracts with customers and cash received. Finally, we evaluated the overall sufficiency of audit
evidence obtained over revenue by assessing the results of procedures performed and the
appropriateness of the related disclosures in the consolidated financial statements.
/s/Kost Forer Gabbay and Kasierer
KOST FORER GABBAY & KASIERER
A member of Ernst & Young Global
We have served as the Company’s auditor since 1984.
Tel-Aviv, Israel
May 11, 2023
F-3
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Magic Software Enterprises Ltd.
Opinion on Internal Control Over Financial Reporting
We have audited Magic Software Enterprises Ltd.’s internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (the COSO criteria). In our opinion, based on our audit and the report of other auditors, because of the effect of the material weakness
described below on the achievement of the objectives of the control criteria, Magic Software Enterprises Ltd. (the Company) has not maintained
effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We did not examine the effectiveness of internal control over financial reporting of Magic Software Japan K.K, a wholly owned subsidiary,
whose financial statements reflect total assets and revenues constituting 1% and 2%, respectively, of the related consolidated financial statement
amounts as of and for the year ended December 31, 2022. The effectiveness of Magic Software Japan K.K.’s internal control over financial reporting
was audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the effectiveness of Magic Software
Japan K.K.’s internal control over financial reporting, is based solely on the report of the other auditors.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and
conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the business of Appush Ltd.
(formerly known as Vidstart Ltd.), The Goodkind Group, LLC and Intrabases SAS, which are included in the 2022 consolidated financial statements
of the Company and constituted 3.1% and 2.6% of total and net assets, respectively as of December 31, 2022 and 4% and 7.4% of revenues and net
income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation
of the internal control over financial reporting of the business of Appush Ltd. (formerly known as Vidstart Ltd.), The Goodkind Group, LLC and
Intrabases SAS.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a
timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified the
following material weakness in internal controls:
The Company did not have adequate trained resources to retain sufficient and precise documentation as evidence for performing business
processes controls (including automated and IT-dependent manual), management review controls, and evidence to demonstrate completeness and
accuracy of information prepared by entity (“IPE”). As a result, the Company could not monitor and oversee the completion of its assessment of the
design and operating effectiveness of internal control over financial reporting in a timely manner.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated statements of financial position of the Company as of January 1, 2021, December 31, 2021 and December 31, 2022, the related
consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for each of the two years in the period ended
December 31, 2022, and the related notes. This material weakness was considered in determining the nature, timing and extent of audit tests applied
in our audit of the 2022 consolidated financial statements, and this report does not affect our report dated May 11, 2023, which expressed an
unqualified opinion thereon, based on our audit and the report of the other auditors.
F-4
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We
are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as
we considered necessary in the circumstances. We believe that our audit and the report of other auditors provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
/s/Kost Forer Gabbay and Kasierer
KOST FORER GABBAY & KASIERER
A member of Ernst & Young Global
Tel-Aviv, Israel
May 11, 2023
F-5
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Short-term bank deposits
Trade receivables (net of allowance for credit losses of $3,967, $5,071 and
$5,416 at January 1, 2021, December 31, 2021 and 2022, respectively)
Unbilled receivables and contract assets
Other accounts receivable and prepaid expenses
Total current assets
LONG-TERM ASSETS:
Deferred tax assets
Right-of-use assets
Other long-term receivables
Property, plants, and equipment, net
Intangible assets, net
Goodwill
Total long-term assets
Total assets
MAGIC SOFTWARE ENTERPRISES LTD
Note
January, 1
2021
December 31,
2021
2022
4
20
20
5
19
14
7
8
9
$
88,127
289
$
88,090
5,586
$
91,986
19,073
11,751
211,226
6,235
23,363
5,507
5,988
53,404
135,682
230,179
116,975
25,096
11,027
246,774
7,993
23,280
5,165
5,872
51,390
146,803
240,503
83,062
3,904
118,126
30,354
13,652
249,098
3,618
27,536
5,795
8,338
52,057
158,699
256,043
$
441,405
$
487,277
$
505,141
The accompanying notes are an integral part of the consolidated financial statements.
F-6
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
U.S. dollars in thousands (except share and per share data)
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short term debt
Trade payables
Accrued expenses and other accounts payable
Current maturities of lease liabilities
Put options of non-controlling interests
Liability in respect of business combinations
Deferred revenues and customer advances
Total current liabilities
LONG-TERM LIABILITIES:
Long-term debt
Long-term lease liabilities
Liability in respect of business combinations
Deferred tax liabilities
Put options of non-controlling interests
Accrued severance pay, net
Total long-term liabilities
COMMITMENTS AND CONTINGENCIES
MAGIC SOFTWARE ENTERPRISES LTD
Note
January, 1
2021
December 31,
2021
2022
10
11
14
6
12
14
6
19
$
$
11,598
14,250
41,777
3,792
14,611
4,998
8,793
$
17,108
24,711
45,091
3,267
23,197
6,635
10,771
20,755
27,598
46,842
4,591
27,172
19,287
9,808
99,819
130,780
156,053
13,352
21,230
10,926
17,484
9,315
872
73,179
20,155
21,907
13,892
17,945
6,137
905
80,941
30,412
24,282
5,376
10,686
1,120
901
72,777
EQUITY
MAGIC SOFTWARE ENTERPRISES LTD shareholders’ equity:
Share capital:
Ordinary shares of NIS 0.1 par value - Authorized: 50,000,000 shares at
January 1, 2021, December 31, 2021 and 2022; Issued and
Outstanding: 49,035,055, 49,073,055 and 49,093,055 shares at January
1, December 31, 2021 and 2022, respectively
Additional paid-in capital
Accumulated other comprehensive income (loss)
Retained earnings
Total equity attributable to Magic Software Enterprises shareholders
Non-controlling interests
Total equity
Total liabilities and equity
The accompanying notes are an integral part of the consolidated financial statements.
F-7
1,164
188,415
7,437
62,673
259,689
8,718
1,165
184,047
9,264
70,660
265,136
10,420
1,166
182,031
(6,559)
86,289
262,927
13,384
268,407
275,556
276,311
$
441,405
$
487,277
$
505,141
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
U.S. dollars in thousands (except share and per share data)
Revenues:
Software services
Maintenance and technical support
Consulting services
Total revenues
Cost of revenues:
Software services
Maintenance and technical support
Consulting services
Total cost of revenues
Gross profit
Research and development expenses, net
Selling and marketing expenses
General and administrative expenses
Change in valuation of contingent consideration related to acquisitions
Operating income
Financial expenses
Financial income
Increase in valuation of consideration related to acquisitions)
Income before taxes on income
Taxes on income
Net income
Attributable to:
Equity holders of the Company
Non-controlling interests
Net earnings per share attributable to equity holders of The Company
Basic and diluted earnings per share
The accompanying notes are an integral part of the consolidated financial statements.
F-8
MAGIC SOFTWARE ENTERPRISES LTD
Year ended December 31,
Note
2021
2022
20
20
20
$
$
30,934
36,149
413,242
32,930
34,762
499,100
480,325
566,792
12,182
4,144
331,005
10,701
3,494
397,242
347,331
411,437
132,994
155,355
8,995
38,147
31,222
2,507
52,123
(3,802)
113
(2,817)
45,617
10,278
10,090
46,857
37,552
(906)
61,762
(4,993)
1,392
(744)
57,417
11,138
$
35,339
$
46,279
29,767
5,572
40,470
5,809
35,339
$
46,279
0.61
$
0.82
$
$
21a
21b
21c
6
21b
21b
6
19
21d
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
U.S. dollars in thousands
MAGIC SOFTWARE ENTERPRISES LTD
Net income
Other comprehensive income (loss) net of tax effect:
Amounts that will be or that have been reclassified to profit or loss when specific conditions are met:
Foreign exchange differences on translation of foreign operations
Total other comprehensive income (loss), net of tax
Total Comprehensive income
Total comprehensive income attributable to:
Equity holders of the Company
Non-controlling interests
The accompanying notes are an integral part of the consolidated financial statements.
F-9
Year ended December 31,
2021
2022
$
35,339
$
46,279
2,750
2,750
(19,099)
(19,099)
38,089
27,180
31,594
6,495
24,647
2,533
$
38,089
$
27,180
MAGIC SOFTWARE ENTERPRISES LTD
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
U.S. dollars in thousands (except share and per share data)
Share Capital
Balance as of January 1, 2022
Net income
Other comprehensive loss
Total comprehensive loss
Exercise of options
Dividend to Magic’s shareholders
Dividend to non-controlling interests in subsidiaries
Cost of share-based payment
Acquisition of redeemable non-controlling interests
Settlement of put options over non-controlling interest
Additional
paid-in
capital
Retained
earnings
Accumulated
other
Comprehensive
Income (loss)
Number
49,073,055 $
Amount
1,165 $ 184,047 $ 70,660 $
9,264 $
Non-
controlling
interests
Total
Equity
10,420 $275,556
-
-
-
20,000
-
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
-
40,470
-
5,809
46,279
-
(15,823)
(3,276)
(19,099)
40,470
(15,823)
2,533
27,180
-
-
-
(56)
(721)
(1,239)
-
(24,841)
-
-
-
-
-
-
-
-
-
-
-
-
(4,170)
2,135
(133)
2,599
1
(24,841)
(4,170)
2,079
(854)
1,360
Balance as of December 31, 2022
49,093,055 $
1,166 $ 182,031 $ 86,289 $
(6,559) $
13,384 $276,311
F-10
MAGIC SOFTWARE ENTERPRISES LTD
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
U.S. dollars in thousands (except share and per share data)
Share Capital
Balance as of January 1, 2021
Net income
Other comprehensive income
Total comprehensive income
Exercise of options
Dividend to Magic’s shareholders
Dividend to non-controlling interests in subsidiaries
Cost of share-based payment
Acquisition of subsidiaries
Settlement of put options over non-controlling interest
Additional
paid-in
capital
Retained
earnings
Accumulated
other
Comprehensive
Income (loss)
Number
49,035,055 $
Amount
1,164 $ 188,415 $ 62,673 $
7,437 $
Non-
controlling
interests
Total
Equity
8,718 $268,407
-
-
-
38,000
-
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
-
40
-
-
956
(5,364)
29,767
-
5,572
35,339
-
1,827
923
2,750
29,767
-
(21,780)
-
-
-
-
1,827
6,495
38,089
-
-
-
-
-
-
-
-
(4,233)
-
719
(1,279)
41
(21,780)
(4,233)
956
719
(6,643)
Balance as of December 31, 2021
49,073,055 $
1,165 $ 184,047 $ 70,660 $
9,264 $
10,420 $275,556
The accompanying notes are an integral part of the consolidated financial statements.
F-11
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
MAGIC SOFTWARE ENTERPRISES LTD
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Cost of share-based payment
Changes in value of short-term and long-term loans from banks and others and deposits, net
Changes in deferred taxes, net
Payments of deferred and contingent consideration related to acquisitions
Effect of exchange rate on of cash and cash equivalents held in currencies other than the functional currency
Amortization of premium and accrued interest on debt instruments at fair value through other comprehensive
income
Working capital adjustments:
Trade receivables
Accrued expenses and other accounts payable
Other current and long-term accounts receivable
Trade payables
Deferred revenues
Year ended December 31,
2021
2022
$
35,339
$
46,279
19,837
956
71
(3,080)
(556)
-
96
(27,539)
5,415
263
8,792
4,080
19,795
2,079
(1,686)
(3,904)
(3,919)
3,747
76
(2,569)
(975)
(1,934)
139
(513)
Net cash provided by operating activities
$
43,674
$
56,615
The accompanying notes are an integral part of the consolidated financial statements.
F-12
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
MAGIC SOFTWARE ENTERPRISES LTD
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired (Appendix A)
Loan extended to related party
Cash paid in conjunction with deferred payments and contingent liabilities related to business combinations
Purchase of intangible assets
Purchase of property and equipment
Redemption of marketable securities
Change in short-term deposits
Capitalization of software development
Net cash used in investing activities
Cash flows from financing activities:
Exercise of employees’ stock options
Dividend paid to non-controlling interests
Dividend to Magic’s shareholders
Repayment of long-term loans from banks and others
Receipt of long-term loans from banks and others
Repayment of lease liabilities
Cash paid due to exercise of put option by non-controlling interests
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
The accompanying notes are an integral part of the consolidated financial statements.
F-13
Year ended December 31,
2021
2022
$
(6,833) $
-
(5,342)
-
(1,439)
-
(5,390)
(3,193)
(21,670)
(2,250)
(4,870)
(219)
(4,381)
309
1,682
(3,059)
(22,197)
(34,458)
41
(4,233)
(21,780)
(14,467)
25,558
(5,874)
(511)
1
(4,170)
(24,841)
(14,323)
30,703
(4,792)
(854)
(21,266)
(18,276)
(249)
(8,909)
(38)
88,127
(5,028)
88,090
$
88,090
$
83,062
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Appendix A
Cash paid in conjunction with acquisitions, net of acquired cash:
Fair value of assets acquired and liabilities assumed at the date of acquisition:
Net assets, excluding acquired cash
Intangible assets, net of deferred taxes
Goodwill
Deferred and contingent liabilities assumed in current year business combinations
Non-controlling interests
Appendix B
Supplementary information on investing and financing activities not involving cash flows:
Non-cash activities:
MAGIC SOFTWARE ENTERPRISES LTD
Year ended December 31,
2021
2022
$
$
$
506
(4,817)
(8,544)
5,303
719
(1,168)
(13,552)
(22,370)
15,420
-
(6,833) $
(21,670)
Right-of-use asset recognized with corresponding lease liability
$
2,801
$
6,349
Appendix C
Supplemental disclosure of cash flow activities:
Cash paid (received), net during the year for:
Income taxes
Interest
The accompanying notes form an integral part of the consolidated financial statements.
F-14
$
$
13,050
1,264
$
$
14,457
1,306
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 1:- GENERAL
MAGIC SOFTWARE ENTERPRISES LTD., an Israeli company (“the Company” or “the Company”), is a global provider of: (i)
proprietary application development and business process integration platforms that accelerate the planning, development, deployment
and integration of on-premise, mobile and cloud business applications (“the Magic Technology”); (ii) selected packaged vertical
software solutions; and (iii) a vendor of software services and IT outsourcing software services.
Magic Technology enables enterprises to accelerate the process of delivering business solutions that meet current and future needs and
allow customers to dramatically improve their business performance and return on investment. To complement its software products
and to increase its traction with customers, the Company also offers a complete portfolio of software services in the areas of
infrastructure design and delivery, application development, technology planning and implementation services, communications
services and solutions, and supplemental IT professional outsourcing services. The Company reports its results on the basis of two
reportable business segments: software services (which include proprietary and non-proprietary software solutions, maintenance and
support and related services) and IT professional services (see Note 22 for further details).
The Company’s principal markets are the United States, Israel, Europe and Japan (see Note 22).
For information about the Company’s holdings in subsidiaries and affiliates, see Appendix to the consolidated financial statements.
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies have been applied consistently in the financial statements for all periods presented, unless otherwise stated.
1) Basis of presentation of the financial statements
These financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board (“IFRS”).
The financial statements for the year ended December 31, 2021 were the Company’s first consolidated financial statements prepared in
accordance with IFRS. The date of transition to IFRS was January 1, 2021. For all periods up to and including the year ended December
31, 2021, the Company prepared its financial statements in accordance with United States generally accepted accounting principles
(“U.S. GAAP”). Accordingly, the Company’s first consolidated financial statements that comply with IFRS are applicable as of
December 31, 2022, together with the comparative period data for the year ended December 31, 2021 (See also Note 22 to our
consolidated financial statements).
Measurement basis:
The Company’s consolidated financial statements are prepared on a cost basis, except for financial assets measured at fair value through
other comprehensive income (“OCI”), employee benefit assets and liabilities, and financial assets and liabilities which are presented at
fair value through profit or loss. (See Note 6).
The Company has elected to present the profit or loss items using the function of expense method.
2) Use of estimates, judgments and assumptions:
The preparation of the consolidated financial statements requires management to make estimates, judgments, and assumptions, that
have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses in
the financial statements. Such judgments, estimates and assumptions are related, but not limited to liabilities in respect of business
combinations, goodwill and intangible assets and their subsequent impairment analysis, determination of fair value of put options of
non-controlling interests, legal contingencies, research and development capitalization as well as amortization periods, classification of
leases as well as the determination of the lease term and the incremental borrowing rate, income tax uncertainties, deferred taxes, share-
based compensation, as well as the determination of revenue recognition from contracts accounted for based on the estimate of
percentage of completion, identification of performance obligations and the determination of the transaction price as well as the
standalone selling prices, and evaluating expected credit losses (“ECL”). The Company’s management believes that the estimates,
judgments, and assumptions used, are reasonable based upon information available at the time they are made. These estimates,
judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates. Changes in accounting estimates are reported in the period of the change in estimate.
F-15
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
3) Consolidated financial statements:
MAGIC SOFTWARE ENTERPRISES LTD
The consolidated financial statements comprise the financial statements of companies that are controlled by the Company (subsidiaries).
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing whether an
entity has control. The consolidation of the financial statements commences on the date on which control is obtained and ends when
such control ceases.
The financial statements of the Company and of the subsidiaries are prepared for the same reporting period and using consistent
accounting treatment of similar transactions and economic activities. Significant intragroup balances and transactions and gains or
losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements.
4) Non-controlling interests
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. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as a change in equity by
adjusting the carrying amount of the non-controlling interests with a corresponding adjustment of the equity attributable to equity
holders of the Company less / plus the consideration paid or received.
5) Business combinations and goodwill:
Business combinations are accounted for by applying the acquisition method. The cost of the acquisition is measured at the fair value of
the consideration transferred on the acquisition date with the addition of non-controlling interests in the acquiree. In each business
combination, the Company chooses whether to measure the non-controlling interests in the acquiree based on their fair value on the
acquisition date or at their proportionate share in the fair value of the acquiree’s net identifiable assets.
Direct acquisition costs are carried to the statement of profit or loss as incurred.
In a business combination achieved in stages, equity interests in the acquiree that had been held by the acquirer prior to obtaining
control are measured at the acquisition date fair value while recognizing a gain or loss resulting from the revaluation of the prior
investment on the date of achieving control.
F-16
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
A put option granted by the Group to non-controlling interests is accounted for using the expected purchase approach under the
presumption that the put option will be exercised, and therefore the parent effectively holds an interest in the subsidiary’s shares as if
the put option had been exercised. A put option granted by the Group to non-controlling interests for which the consideration to be paid
in cash or other financial asset is recognized as a liability in the amount of the present value of the option’s exercise price.
Contingent consideration is recognized at fair value on the acquisition date and classified as a financial asset or liability in accordance
with IFRS 9. Subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.
Goodwill is initially measured at cost which represents the excess of the acquisition consideration and the amount of non-controlling
interests over the net identifiable assets acquired and liabilities assumed. If the resulting amount is negative, the acquirer recognizes the
resulting gain on the acquisition date.
6) Functional currency, presentation currency and foreign currency:
i.
Functional currency and presentation currency:
The presentation currency of these financial statements is the U.S dollars (the “dollar”), since the Company believes that financial
statements in U.S dollars provide more relevant information to its investors and users of the financial statements. Also, the dollar is
the currency of the primary economic environment in which the Company and certain subsidiaries operate. Thus, the functional and
reporting currency of the Company and certain subsidiaries is the dollar.
Assets, including fair value adjustments upon acquisition, and liabilities of an investee which is a foreign operation, are translated
at the closing rate at each reporting date. Profit or loss items are translated at average exchange rates for all periods presented. The
resulting translation differences are recognized in other comprehensive income (loss).
Intragroup loans for which settlement is neither planned nor likely to occur in the foreseeable future are, in substance, a part of the
investment in the foreign operation and, accordingly, the exchange rate differences from these loans (net of the tax effect) are
recorded in other comprehensive income (loss).
ii. Transactions, assets and liabilities in foreign currency:
Transactions denominated in foreign currency are recorded upon initial recognition at the exchange rate at the date of the
transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each
reporting date into the functional currency at the exchange rate at that date. Exchange rate differences are recognized in profit or
loss. 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. Non-monetary assets and liabilities denominated in foreign currency and measured at fair value are
translated into the functional currency using the exchange rate prevailing at the date when the fair value was determined.
F-17
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
7) Cash equivalents:
MAGIC SOFTWARE ENTERPRISES LTD
Cash equivalents are considered short-term highly liquid investments, that are readily convertible to cash with original maturities of
three months or less, at acquisition. Cash and cash equivalents include amounts held primarily in NIS, dollar, Euro, Japanese Yen and
British Pound.
8) Short-term bank deposits:
Short-term bank deposits are deposits with an original maturity of more than three months from the date of investment and which do not
meet the definition of cash equivalents. The deposits are presented at a cost (including accrued interest) which approximates their fair
value. Restricted deposits include deposits used to secure certain subsidiaries’ ongoing projects, as well as security deposits with respect
to leases, and are classified under other short-term and long-term receivables.
As of January 1, 2021, December 31, 2021 and 2022, the Company’s bank deposits are mainly denominated in U.S. dollars and bear
yearly interest rates of mainly 0.27%, 0.27% and 3.54%, respectively.
9) Revenue recognition:
Revenues are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the
consideration that the company expects to receive in exchange for those goods or services.
The Company determines revenue recognition through the following steps:
● identification of the contract with a customer;
● identification of the performance obligations in the contract;
● determination of the transaction price;
● allocation of the transaction price to the performance obligations in the contract; and
● recognition of revenue when, or as, the Company satisfies a performance obligation.
The Company enters into contracts that can include various combinations of products, software and professional services, as detailed
below, which are generally distinct from each other and accounted for as separate performance obligations.
The Company derives its revenues from licensing the rights to use its software (proprietary and non-proprietary), provision of related
professional services, maintenance and technical support as well as from other software and IT professional services (either fixed price
or based on time and materials). The Company sells its products primarily through direct sales force and indirectly through distributors
and value added resellers.
F-18
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
Under IFRS 15, an entity recognizes revenue when or as it satisfies a performance obligation by transferring software license or
software related services to the customer, either at a point in time or over time. When the Company enters into a contract for the sale of
software license which does not require significant implementation services, and the customer receives the rights to use the perpetual or
term-based software license, the Company recognizes revenue from the sale of the software license at the time of delivery, when the
customer receives control of the software license. The software license is considered a distinct performance obligation recognized at a
point-in-time, as the customer can benefit from the software on its own or together with other readily available resources. Revenue from
long term contracts which involve significant implementation, customization, or integration of the Company’s software license to
customer-specific requirements are considered as one performance obligation satisfied over-time. The underlying deliverable is owned
and controlled by the customer and does not create an asset with an alternative use to the Company. The Company recognizes revenue
of such contracts over time using cost inputs, which recognize revenue and gross profit as work is performed based on a ratio between
actual costs incurred compared to the total estimated costs for the contract, to measure progress toward completion of its performance
obligations. 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 for the entire contract.
In addition, the Company provides professional services that do not involve significant customization to customer-specific
specifications (typically staffing or consulting services). The revenue is recognized as the services are performed, either on a straight-
line basis or based on the hours of services that were provided to the customer, in accordance with the terms of the contracts.
The Company’s revenues from post contract support are derived from annual maintenance contracts providing for unspecified upgrades
for new versions and enhancements on a when-and-if-available basis for an annual fee, as well as technical support for software licenses
previously sold. The right for an unspecified upgrade for new versions and enhancements on a when-and-if-available basis do not
specify the features, functionality and release date of future product enhancements for the customer to know what will be made
available and the general timeframe in which it will be delivered. The Company considers the post contract support performance
obligation as a distinct performance obligation that is satisfied over time, and recognized on a straight-line basis over the contractual
period.
Revenue from professional services, both related to software and IT professional services businesses consists of either fixed price or
time and materials, and are considered performance obligations that are satisfied over time, and revenues are recognized as the services
are provided.
The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Stand-alone selling
prices of software licenses are typically estimated using the residual approach. Stand-alone selling prices of services are typically
estimated based on observable transactions when these services are sold on a standalone basis.
When another party is involved in providing goods or services to the customer, the Company examines whether the nature of its
promise is a performance obligation to provide the defined goods or services itself, which means the Company is a principal and
therefore recognizes revenue in the gross amount of the consideration, or to arrange that another party provide the goods or services
which means the Company is an agent and therefore recognizes revenue in the amount of the net commission.
F-19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
The Company is a principal when it controls the promised goods or services before their transfer to the customer. Indicators that the
Company controls the goods or services before their transfer to the customer include, inter alia, as follows: the Company is responsible
for fulfilling the promises in the contract; the Company has inventory risk before the goods or services are transferred to the customer;
and the Company has discretion in setting the prices of the goods or services.
Revenue from third-party sales is recorded at a gross or net amount according to certain indicators. The application of these indicators
for gross and net reporting of revenue depends on the relative facts and circumstances of each sale.
The Company pays commissions to sales and marketing and certain management personnel based on their attainment of certain
predetermined sales or profit goals. The Company expenses sales commissions as they are incurred when the amortization period would
have been less than one year. In addition, generally, sales commissions which are paid upon contract renewal are commensurate with
the initial commissions as the renewal amounts are substantially identical to the initial commission costs. During the years ended
December 31, 2022 and 2021, no costs have been capitalized.
The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such
that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or
less.
10) Income tax:
Current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other
comprehensive income or equity.
● Current taxes:
The current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the
reporting date as well as adjustments required in connection with the tax liability in respect of previous years.
● Deferred taxes:
Deferred taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the
amounts attributed for tax purposes. Deferred taxes are measured at the tax rate that is expected to apply when the asset is realized
or the liability is settled, based on tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax
assets are reviewed at each reporting date and reduced to the extent that it is not probable that they will be utilized. Deductible
carryforward losses and temporary differences for which deferred tax assets had not been recognized are reviewed at each reporting
date and a respective deferred tax asset is recognized to the extent that their utilization is probable.
F-20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
Taxes that would apply in the event of the disposal of investments in investees have not been considered in computing deferred taxes, as
long as the disposal of the investments in investees is not probable in the foreseeable future. Also, deferred taxes that would apply in the
event of distribution of earnings by investees as dividends have not been considered in computing deferred taxes, since the distribution
of dividends does not involve an additional tax liability or since it is the Company’s policy not to initiate distribution of dividends from
a subsidiary that would trigger an additional tax liability.
Taxes on income that relate to distributions of an equity instrument and to transaction costs of an equity transaction are accounted for
pursuant to IAS 12.
Deferred taxes are offset if there is a legally enforceable right to offset a current tax asset against a current tax liability and the deferred
taxes relate to the same taxpayer and the same taxation authority.
● Uncertain tax position:
A provision for uncertain tax positions, including additional tax and interest expenses, is recognized when it is more likely than not
that the Company will have to use its economic resources to pay the obligation.
11) Leases:
The Company accounts for a contract as a lease when the contract terms convey the right to control the use of an identified asset for a
period of time in exchange for consideration.
i) The Company as lessee:
For leases in which the Company is the lessee, the Company recognizes on the commencement date of the lease a right-of-use asset
and a lease liability, excluding leases whose term is up to twelve months and leases for which the underlying asset is of low value.
For these excluded leases, the Company has elected to recognize the lease payments as an expense in profit or loss on a straight-
line basis over the lease term. In measuring the lease liability, the Company has elected to apply the practical expedient in the
Standard and does not separate the lease components from the non-lease components (such as management and maintenance
services, etc.) included in a single contract.
Leases which entitle employees to a company car as part of their employment terms are accounted for as employee benefits in
accordance with the provisions of IAS 19 and not as subleases.
On the commencement date, the lease liability includes all unpaid lease payments discounted at the interest rate implicit in the
lease, if that rate can be readily determined, or otherwise using the Company’s incremental borrowing rate. After the
commencement date, the Company measures the lease liability using the effective interest rate method.
F-21
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
On the commencement date, the right-of-use asset is recognized in an amount equal to the lease liability plus lease payments
already made on or before the commencement date and initial direct costs incurred. The right-of-use asset is measured applying the
cost model and depreciated over the shorter of its useful life and the lease term.
Following are the amortization periods of the right-of-use assets by class of underlying asset:
Land and buildings
Motor vehicles
Years
1–11
1–5
Mainly
3
3
The Company tests for impairment of the right-of-use asset whenever there are indications of impairment pursuant to the provisions
of IAS 36.
ii) Variable lease payments that depend on an index:
On the commencement date, the Company uses the index rate prevailing on the commencement date to calculate the future lease
payments.
For leases in which the Company is the lessee, the aggregate changes in future lease payments resulting from a change in the index
are discounted (without a change in the discount rate applicable to the lease liability) and recorded as an adjustment of the lease
liability and the right-of-use asset, only when there is a change in the cash flows resulting from the change in the index (that is,
when the adjustment to the lease payments takes effect).
iii) Lease extension and termination options:
A non-cancelable lease term includes both the periods covered by an option to extend the lease when it is reasonably certain that
the extension option will be exercised and the periods covered by a lease termination option when it is reasonably certain that the
termination option will not be exercised.
In the event of any change in the expected exercise of the lease extension option or in the expected non-exercise of the lease
termination option, the Company remeasures the lease liability based on the revised lease term using a revised discount rate as of
the date of the change in expectations. The total change is recognized in the carrying amount of the right-of-use asset until it is
reduced to zero, and any further reductions are recognized in profit or loss.
F-22
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
iv) Lease modifications:
If a lease modification does not reduce the scope of the lease and does not result in a separate lease, the Company remeasures the
lease liability based on the modified lease terms using a revised discount rate as of the modification date and records the change in
the lease liability as an adjustment to the right-of-use asset.
If a lease modification reduces the scope of the lease, the Company recognizes a gain or loss arising from the partial or full
reduction of the carrying amount of the right-of-use asset and the lease liability. The Company subsequently remeasures the
carrying amount of the lease liability according to the revised lease terms, at the revised discount rate as of the modification date
and records the change in the lease liability as an adjustment to the right-of-use asset.
12) Property, plant and equipment, net:
Property, plant and equipment are measured at cost, including directly attributable costs, less accumulated depreciation. Cost includes
spare parts and auxiliary equipment that are used in connection with plant and equipment. The cost of an item of property, plant and
equipment comprises the initial estimate of the costs of dismantling and removing the item and restoring the site on which the item is
located.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets at annual rates as follows:
Software
Computers and peripheral equipment
Office furniture and equipment
Motor vehicles
Years
3–5 (mainly 5)
3–5
7–15 (mainly 7)
7
Leasehold improvements are amortized using the straight-line method over the term of the lease (including option terms that are
deemed to be reasonably assured) or the estimated useful life of the improvements, whichever is shorter.
The useful life, the depreciation method and the residual value of an asset are reviewed at least each year-end (at the end of the year)
and any changes are accounted for prospectively as a change in accounting estimate. Depreciation of an asset ceases at the earlier of the
date that the asset is classified as held for sale and the date that the asset is derecognized.
F-23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
13) Intangible assets:
MAGIC SOFTWARE ENTERPRISES LTD
Separately acquired intangible assets are measured on initial recognition at cost, including directly attributable costs. Intangible assets
acquired in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated
intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred.
Intangible assets with a finite useful life are amortized over their useful life and reviewed for impairment whenever there is an
indication that the asset may be impaired. The amortization period and the amortization method for an intangible asset are reviewed at
least at each year end.
Research and development expenditures
Research expenditures incurred in the process of software development are recognized in profit or loss when incurred. An intangible
asset arising from a software development project or from the development phase of an internal project is recognized if the Company
can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale; the Company’s
intention to complete the intangible asset and use or sell it; the ability to use or sell the intangible asset; how the intangible asset will
generate future economic benefits; the availability of adequate technical, financial and other resources to complete the intangible asset;
and the ability to measure reliably the respective expenditure asset during its development. The Company establishes technological
feasibility upon completion of a detailed program design or a working model.
Capitalized software costs are measured at cost less any accumulated amortization and any accumulated impairment losses on a
product-by-product basis. Amortization of capitalized software costs begin when development is complete, and the product is available
for use or for sale. The Company considers a product to be available for use when the Company completes its internal validation of the
product that is necessary to establish that the product meets its design specifications including functions, features, and technical
performance requirements. Internal validation includes the completion of coding, documentation and testing that ensure bugs are
reduced to a minimum. The internal validation of the product takes place a few weeks before the product is made available to the
market. In certain instances, the Company enters into a short pre-release stage, during which the product is made available to a selected
number of customers as a beta program for their own review and familiarization. Subsequently, the release is made generally available
to customers. Once a product is considered available for use, the capitalization of costs ceases and amortization of such costs to “cost of
sales” begins.
Capitalized software costs are amortized on a product-by-product basis by the straight-line method over the estimated useful life of the
software product (between 5-7 years).
Research and development costs incurred in the process of developing product enhancements are generally charged to expenses as
incurred.
F-24
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Company assesses the recoverability of its capitalized software costs on a regular basis by assessing the net realizable value of
these intangible assets based on the estimated future gross revenues from each product reduced by the estimated future costs of
completing and disposing of it, including the estimated costs of performing maintenance and customer support over its remaining
economical useful life using internally generated projections of future revenues generated by the products, cost of completion of
products and cost of delivery to customers over its remaining economical useful life.
Other intangible assets
Intangible assets excluding capitalized development costs are comprised mainly of customer-related intangible assets, backlogs,
acquired technology and patent, and 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. The useful life of intangible assets is as
follows:
Customer relationships
Acquired technology
Years
Up to 15
Up to 10 (mainly 5)
Gains or losses arising from the derecognition of an intangible asset are determined as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognized in profit or loss.
The useful life of these assets is reviewed annually to determine whether their indefinite life assessment continues to be supportable. If
the events and circumstances do not continue to support the assessment, the change in the useful life assessment from indefinite to finite
is accounted for prospectively as a change in accounting estimate, and on that date the asset is tested for impairment. Commencing from
that date, the asset is amortized systematically over its useful life.
14) Impairment of non-financial assets:
The Company evaluates the need to record an impairment of non-financial assets (property, plant and equipment, capitalized software
costs and other intangible assets, goodwill) whenever events or changes in circumstances indicate that the carrying amount is not
recoverable. If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable
amount. The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected
future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an
asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment
losses are recognized in profit or loss.
An impairment loss of an asset, other than goodwill, is reversed only if there have been changes in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognized. Reversal of an impairment loss, as above, shall not be
increased above the lower of the carrying amount that would have been determined (net of depreciation or amortization) had no
impairment loss been recognized for the asset in prior years and its recoverable amount. The reversal of impairment loss of an asset
presented at cost is recognized in profit or loss.
F-25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
For the purpose of impairment testing, goodwill acquired in a business combination is allocated, at the acquisition date, to each of our
cash-generating units that are expected to benefit from the synergies of the combination. The Company reviews goodwill for
impairment once a year, on December 31, or more frequently if events or changes in circumstances indicate that there is an impairment.
Goodwill is tested for impairment by assessing the recoverable amount of the cash-generating unit (or group of cash-generating units) to
which the goodwill has been allocated. An impairment loss is recognized if the recoverable amount of the cash-generating unit (or
group of cash-generating units) to which goodwill has been allocated is less than the carrying amount of the cash-generating unit (or
group of cash-generating units). Any impairment loss is allocated first to goodwill. Impairment losses recognized for goodwill cannot
be reversed in subsequent periods.
During the years ended December 31, 2021 and 2022, no impairment loss was identified.
15) Financial instruments:
The accounting policy for financial instruments in accordance with IFRS 9, “Financial Instruments” (“the Standard”) is as follows:
1. Financial assets
Financial assets are measured upon initial recognition at fair value plus transaction costs that are directly attributable to the acquisition
of the financial assets, except for financial assets measured at fair value through profit or loss in respect of which transaction costs are
recorded in profit or loss.\
The Company classifies and measures debt instruments in the financial statements based on the following criteria:
-
-
The Company’s business model for managing financial assets, and;
The contractual cash flow terms of the financial asset.
Impairment of financial assets:
The Company evaluates at the end of each reporting period the loss allowance for financial debt instruments which are not measured at
fair value through profit or loss.
The Company has short-term financial assets such as trade receivables in respect of which the Company applies a simplified approach
and measures the loss allowance in an amount equal to the lifetime expected credit losses.
An impairment loss on debt instruments measured at amortized cost is recognized in profit or loss with a corresponding loss allowance
that is offset from the carrying amount of the financial asset.
F-26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
The Company has short-term financial assets such as trade receivables in respect of which the Company applies a simplified approach
in IFRS 9 and measures the loss allowance in an amount equal to the lifetime expected credit losses. Trade receivables include original
invoiced amounts less an allowance for any potential uncollectible amounts and less invoiced amounts from maintenance and
professional services contracts which haven’t been recognized yet. The Company makes estimates of expected credit losses for the
allowance for doubtful accounts based upon its assessment of various factors, including historical experience, the age of the trade
receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future
economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance is
recorded as general and administrative expenses on the Company’s consolidated statements of profit or loss. Such allowance charge
amounted of $ 892 and $ 1,778, respectively for the years ended December 31, 2021 and 2022.
2. Financial liabilities
a) Financial liabilities measured at amortized cost:
Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the
financial liability.
After initial recognition, the Company measures all financial liabilities at amortized cost using the effective interest rate method,
except for financial liabilities at fair value through profit or loss.
b) Financial liabilities measured at fair value through profit or loss:
At initial recognition, the Company measures financial liabilities that are not measured at amortized cost at fair value. Transaction
costs are recognized in profit or loss.
After initial recognition, changes in fair value are recognized in profit or loss, except for put option granted to non-controlling
interests.
Put option granted to non-controlling interests:
When the Company grants to non-controlling interests a put option to sell part or all of their interests in a subsidiary, during a
certain period, even if such purchase obligation is conditional on the counterparty’s exercise of its contractual right to cause such
redemption, if the put option agreement does not transfer to the Company any benefits incidental to ownership of the equity
instrument (i.e. the Company does not have a present ownership in the shares concerned) then at the end of each reporting period
the non-controlling interests (to which a portion of net profit attributable to non-controlling interests is allocated) are classified as a
financial liability, as if such put-able equity instrument was redeemed on that date. The difference between the non-controlling
interests carrying amount at the end of the reporting period and the present value of the liability is recognized directly in equity of
the Company, under “Additional paid-in capital”.
F-27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
The Company remeasures the financial liability at the end of each reporting period based on the estimated present value of the
consideration to be transferred upon the exercise of the put option.
If the option is exercised in subsequent periods, the consideration paid upon exercise is treated as settlement of the liability. If the
put option expires, the liability is settled and a portion of the investment in the subsidiary disposed of, without loss of control
therein.
16) Fair value measurement:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Fair value measurement is based on the assumption that the transaction will take place in the
asset’s or the liability’s principal market, or in the absence of a principal market, in the most advantageous market.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming that market participants act in their economic best interest. Fair value measurement of a non-financial asset takes into
account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to
another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are
appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable inputs.
Level 1
Level 2
Level 3
-
-
-
quoted prices (unadjusted) in active markets for identical assets or liabilities.
inputs other than quoted prices included within Level 1 that are observable directly or indirectly.
inputs that are not based on observable market data (valuation techniques which use inputs that are not based on
observable market data).
All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value
hierarchy based on the lowest level input that is significant to the entire fair value measurement:
17) Provisions:
A provision in accordance with IAS 37 is recognized when the Company has a present (legal or constructive) obligation as a result of a
past event, it is expected to require the use of economic resources to clear the obligation and a reliable estimate has been made.
F-28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Following are the types of provisions included in the financial statements:
i.
Legal claims:
MAGIC SOFTWARE ENTERPRISES LTD
A provision for claims is recognized when the Company has a present legal or constructive obligation as a result of a past event, it
is more likely than not that an outflow of resources embodying economic benefits will be required by the Company to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
ii. Contingent liability recognized in a business combination:
A contingent liability in a business combination is measured at fair value upon initial recognition. In subsequent periods, it is
measured at the higher of the amount initially recognized less, when appropriate, cumulative amortization, and the amount that
would be recognized at the end of the reporting period in accordance with IAS 37.
18) Employee benefits:
The Company maintains several employee benefit plans:
i.
Short-term employee benefits:
Short-term employee benefits are benefits that are expected to be settled wholly before twelve months after the end of the annual
reporting period in which the employees render the related services. These benefits include salaries, paid annual leave, paid sick
leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect
of a cash bonus or a profit-sharing plan is recognized when the Company has a legal or constructive obligation to make such
payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made.
ii. Post-employment benefits:
The plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined
benefit plans.
Magic and its Israeli subsidiaries (as defined with respect to their Israeli employee contribution plans pursuant to section 14 of
Israel’s Severance Pay Law, 1963 (the “Severance Pay Law”)) pay fixed contributions to those plans and will have no legal or
constructive obligation to pay further contributions if the fund into which those contributions are paid does not hold sufficient
amounts to pay all employee benefits relating to employee service in the current and prior periods. Contributions to the defined
contribution plan in respect of severance or retirement pay are recognized as an expense when contributed concurrently with
performance of the employee’s services.
Magic and its Israeli subsidiaries also operate a defined benefit plan in respect of severance or retirement pay to their Israeli
employees pursuant to the Severance Pay Law. According to the Severance Pay Law, employees are entitled to severance pay upon
dismissal or retirement.
F-29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
In respect of its severance pay obligation to certain of its employees, the Company makes current deposits in pension funds and
insurance companies (the “plan assets”). Plan assets comprise assets held by a long-term employee benefit fund or qualifying insurance
policies. Plan assets are not available to the Company’s own creditors and cannot be returned directly to the Company.
The liability for employee benefits shown in the statement of financial position reflects the present value of the defined benefit
obligation, less the fair value of the plan assets. Remeasurements of the net liability are recognized in other comprehensive income in
the period in which they occur.
The Company’s net obligation for other long-term employee benefits, which is computed based on actuarial assumptions, is for the
future benefit due to employees for services rendered in the current period and in prior periods and considering expected salary
increases. The amount of these benefits is discounted to its present value. The discount rate is determined by reference at the reporting
date to market yields on high quality corporate bonds that are linked to the Consumer Price Index and whose term is consistent with the
term of the Company’s obligation.
Remeasurement of the net obligation is recognized to the statement of comprehensive income in the incurred period.
19) Share-based payment:
The Company’s senior management officers, are entitled to remuneration in the form of equity-settled share-based payment
transactions. The cost of equity-settled transactions with employees is measured at the fair value of the equity instruments granted at
grant date. The fair value is determined using an acceptable option pricing model.
The cost of equity-settled transactions is recognized in profit or loss together with a corresponding increase in equity during the period
which the performance and/or service conditions are to be satisfied ending on the date on which the relevant employees become entitled
to the award (“the vesting period”). The cumulative expense recognized for equity-settled transactions at the end of each reporting
period until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number
of equity instruments that will ultimately vest.
No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market
condition, which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other vesting
conditions (service and/or performance) are satisfied.
The Company recognizes compensation expenses for the value of its awards, which have graded vesting based on the accelerated
method over the requisite service period of each of the awards. The Company accounts for forfeitures as they occur.
F-30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
20) Earnings per share:
MAGIC SOFTWARE ENTERPRISES LTD
Earnings per share are calculated by dividing the net income attributable to equity holders of the Company by the weighted number of
ordinary shares outstanding during the period. Potential ordinary shares are included in the computation of diluted earnings per share
when their conversion decreases earnings per share from continuing operations. Potential ordinary shares that are converted during the
period are included in diluted earnings per share only until the conversion date and from that date in basic earnings per share. The
Company’s share of earnings of subsidiaries is included based on its share of earnings per share of the subsidiaries multiplied by the
number of shares held by the Company.
21) Concentration of credit risk:
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash
equivalents, short-term bank deposits, trade receivables and foreign currency derivative contracts.
The majority of the Company’s cash and cash equivalents, bank deposits and other financial instruments are invested with major banks
in Israel, the United States and across Europe. Management believes that these financial instruments are held in financial institutions
with high credit standing, and accordingly, minimal credit risk exists with respect to these investments. Cash and cash equivalents and
short-term deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, these
banks deposits may be redeemed upon demand and therefore bear minimal risk.
The Company’s trade receivables are generally derived from sales to large organizations located mainly in Israel, North America,
Europe and Asia Pacific. The Company performs ongoing credit evaluations of its customers using a reliable outside source to
determine payment terms and credit limits which are approved based on the size of the customer and to date has not experienced any
material losses. In certain circumstances, Magic and its subsidiaries may require letters of credit or other collateral or additional
guarantees.
The Company maintains an allowance for credit losses based upon management’s experience and estimate of collectability of each
outstanding invoice. The allowance for credit losses is determined with respect to specific debts or which collection is doubtful. The
risk of collection associated with accounts receivable is mitigated by the diversity and number of customers.
22) Liquidity risk:
Liquidity risk arises from managing the Company’s working capital as well as from financial expenses and principal payments of the
Company’s debt instruments. Liquidity risk consists of the risk that the Company will have difficulty in fulfilling obligations relating to
financial liabilities. The Company’s policy is to ascertain constant cash adequacy needed for settling its liabilities when due. For this
purpose, the Company aims to hold cash balances (or adequate credit lines) that will meet anticipated demands.
F-31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
Magic and its subsidiaries examine cash flow forecasts on a monthly basis as well as information regarding cash balances. As of the
reporting date, these forecasts indicate that the Company can expect sufficient liquid sources for covering its entire liabilities under
reasonable assumptions.
23) Reclassification of prior years presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no
effect on the reported results of operations.
24) Disclosure of new standards in the period prior to their adoption
a. Amendment to IAS 1, “Presentation of Financial Statements”:
In January 2020, the IASB issued an amendment to IAS 1, “Presentation of Financial Statements” regarding the criteria for determining
the classification of liabilities as current or non-current (“the Original Amendment”). In October 2022, the IASB issued a subsequent
amendment (“the Subsequent Amendment”).
According to the Subsequent Amendment:
● Only covenants with which an entity must comply on or before the reporting date will affect a liability’s classification as current or
non-current.
● An entity should provide disclosure when a liability arising from a loan agreement is classified as non-current and the entity’s right
to defer settlement is contingent on compliance with future covenants within twelve months from the reporting date. This
disclosure is required to include information about the covenants and the related liabilities. The disclosures must include
information about the nature of the future covenants and when compliance is applicable, as well as the carrying amount of the
related liabilities. The purpose of this information is to allow users to understand the nature of the future covenants and to assess
the risk that a liability classified as non-current could become repayable within twelve months. Furthermore, if facts and
circumstances indicate that an entity may have difficulty in complying with such covenants, those facts and circumstances should
be disclosed.
According to the Original Amendment, the conversion option of a liability affects the classification of the entire liability as current or
non-current unless the conversion component is an equity instrument.
The Original Amendment and Subsequent Amendment are both effective for annual periods beginning on or after January 1, 2024 and
must be applied retrospectively. Early application is permitted.
F-32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
The Company estimates that the Amendments are not expected to have a material impact on its financial statements.
b. Amendment to IAS 8, “Accounting Policies, Changes to Accounting Estimates and Errors”:
In February 2021, the IASB issued an amendment to IAS 8, “Accounting Policies, Changes to Accounting Estimates and Errors” (“the
Amendment”), in which it introduces a new definition of “accounting estimates”.
Accounting estimates are defined as “monetary amounts in financial statements that are subject to measurement uncertainty”. The
Amendment clarifies the distinction between changes in accounting estimates and changes in accounting policies and the correction of
errors.
The Amendment is to be applied prospectively for annual reporting periods beginning on or after January 1, 2023 and is applicable to
changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Early application is
permitted.
The Company estimates that the initial application of the Amendment is not expected to have a material impact on its financial
statements.
c. Amendment to IAS 12, “Income Taxes”:
In May 2021, the IASB issued an amendment to IAS 12, “Income Taxes” (“IAS 12”), which narrows the scope of the initial recognition
exception under IAS 12.15 and IAS 12.24 (“the Amendment”).
According to the recognition guidelines of deferred tax assets and liabilities, IAS 12 excludes recognition of deferred tax assets and
liabilities in respect of certain temporary differences arising from the initial recognition of certain transactions. This exception is
referred to as the “initial recognition exception”. The Amendment narrows the scope of the initial recognition exception and clarifies
that it does not apply to the recognition of deferred tax assets and liabilities arising from transactions that are not a business combination
and that give rise to equal taxable and deductible temporary differences, even if they meet the other criteria of the initial recognition
exception.
The Amendment applies for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted. In
relation to leases and decommissioning obligations, the Amendment is to be applied commencing from the earliest reporting period
presented in the financial statements in which the Amendment is initially applied. The cumulative effect of the initial application of the
Amendment should be recognized as an adjustment to the opening balance of retained earnings (or another component of equity, as
appropriate) at that date.
The Company estimates that the initial application of the Amendment is not expected to have a material impact on its financial
statements.
F-33
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
d. Amendment to IAS 1 - Disclosure of Accounting Policies:
In February 2021, the IASB issued an amendment to IAS 1, “Presentation of Financial Statements” (“the Amendment”), which replaces
the requirement to disclose ‘significant’ accounting policies with a requirement to disclose ‘material’ accounting policies. One of the
main reasons for the Amendment is the absence of a definition of the term ‘significant’ in IFRS whereas the term ‘material’ is defined
in several standards and particularly in IAS 1.
The Amendment is applicable for annual periods beginning on or after January 1, 2023. Early application is permitted.
NOTE 3:- BUSINESS COMBINATIONS
Current year acquisitions
a. On December 2, 2021, the Company entered into a Share Purchase Agreement (“the Agreement”) to acquire 50.1% of the outstanding
share capital of Appush Ltd. (formerly known as Vidstart Ltd.) (“Appush”), a provider of a video advertising platform that offers
personalized automated methods and real-time smart optimization, helping its clients achieve high yields in the competitive digital
ecosystem, for $ 21,492. Of which, $ 11,042 was paid upon closing. The final closing and execution of the Agreement occurred on
January 27, 2022. In addition, the Company paid $1.5 million as an advance payment for future acquisition of the remainder of
Appush’s shares. According to the Agreement, the Company is obliged to purchase the remainder of Appush’s shares in stages until it
will hold 100% of Appush’s shares on or before December 31, 2026. This obligation was accounted for as a financial liability measured
at its fair value as of the acquisition date of $10,450. The fair value of the financial liability at December 31, 2022 was $8,560. On April
2022 and 2023, the Company acquired the remainder of Appush’s shares and it now holds 100% of its shares.
The results of operations were included in the consolidated financial statements of the Company commencing January 27, 2022.
The following table summarizes the estimated fair values of the assets acquired and liabilities at the date of acquisition:
Net liabilities, excluding $1,548 of cash acquired
Intangible assets, net of deferred tax liabilities
Goodwill
Total assets acquired
$
$
(2,762)
7,445
15,261
19,944
The goodwill from the acquisition of Appush is primarily attributable to potential synergy with Magic, as well as certain intangible
assets that do not qualify for separate recognition. The goodwill is not deductible for income tax purposes.
b. On August 23, 2022, the Company acquired The Goodkind Group, LLC (“TGG”) for a total consideration of $ 11,629, subject to net
working capital adjustments. Of which, $ 7,993 was paid upon closing. The remainder constitutes a deferred payment payable in 2023
and 2024. TGG provides permanent and temporary staffing needs in various sectors including: Information Technology, Accounting &
Finance, Digital Media, Marketing, Human Resource, Financial Services. TGG specializes in customizing solutions and programs to
their clients. With On-Site programs and sourcing models the Company solutions includes functions which differs from standard
staffing companies. TGG provides assistance in the areas of compensation design and development, employee opinion surveys,
employment policies and practices, performance management, regulatory and compliance issues and succession planning,
The results of operations were included in the consolidated financial statements of the Company commencing August 23, 2022.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
Net assets, excluding $147 of cash acquired
Customer relationships, net of deferred tax liabilities
Goodwill
Total assets acquired
$
$
3,177
3,901
4,404
11,482
F-34
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 3:- BUSINESS COMBINATIONS (Cont.)
The goodwill from the acquisition of TGG is primarily attributable to potential synergy with Magic, as well as certain intangible assets
that do not qualify for separate recognition.
c. On July 1, 2022, the Company acquired Intrabases SAS (“Intrabases”), a provider of IT professional services based in Nantes, France.
The consideration of the transaction is comprised solely from a cash consideration in an amount of $ 3,428.
The results of operations were included in the consolidated financial statements of the Company commencing July 1, 2022.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
Net assets, excluding $447 of cash acquired
Customer relationships, net of deferred tax liabilities
Goodwill
Total assets acquired
$
$
120
1,054
1,807
2,981
The goodwill from the acquisition of Intrabases is primarily attributable to potential synergy with Magic, as well as certain intangible assets that do
not qualify for separate recognition. The goodwill is not deductible for income tax purposes.
The estimated fair values of the tangible and intangible assets pertaining to the acquisition of Intrabases are provisional and are based on information
that was available as of the acquisition date to estimate the fair value of these amounts. The Company’s management believes the information
provides a reasonable basis for estimating the fair values of these amounts, but is waiting for additional information necessary to finalize those fair
values. Therefore, provisional measurements of fair value reflected are subject to change. The Company expects to finalize the tangible and
intangible assets valuation and complete the acquisition accounting as soon as practicable but no later than the measurement period.
d. During 2022 the Company entered into two separate Asset Purchase Agreements which meet the definition of a business. Therefore, the
Company deemed them as business combinations which were accounted for in accordance with IFRS 3. These aforementioned
acquisitions are immaterial, both individually and in aggregate. The total consideration paid for these acquisitions was $ 1,753.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisitions:
Net liabilities
Customer relationships, net of deferred tax liabilities
Goodwill
Total assets acquired
(308)
1,163
898
1,753
$
The goodwill from these acquisitions is primarily attributable to potential synergy with Magic, as well as certain intangible assets that
do not qualify for separate recognition.
F-35
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 3:- BUSINESS COMBINATIONS (Cont.)
Previous year acquisitions
a. On April 1, 2021, the Company acquired EnableIT, LLC (“EnableIT”), a U.S.-based services company, specializes in IT staffing
and recruiting, for a total consideration of $ 6,000 of which $ 4,000 was paid upon closing and the remaining $ 2,000 were paid in
two equal installments in April 1, 2022 and 2023. Acquisition related costs were immaterial. The acquisition was accounted for
according to the purchase method.
The results of operations were included in the consolidated financial statements of the Company commencing April 1, 2021.
The following table summarizes the estimated fair values of the assets acquired and liabilities at the date of acquisition:
Net liabilities, excluding $42 of cash acquired
Customer relationships, net of deferred tax liability
Goodwill
Total assets acquired
$
$
(34)
1,833
4,101
5,900
The goodwill from the acquisition of EnableIT is primarily attributable to potential synergy with Magic, as well as certain
intangible assets that do not qualify for separate recognition.
b. On April 1, 2021, the Company acquired Menarva Ltd. (“Menarva”), an Israeli-based services company which specializes in
software solutions for non-profit organizations for a total consideration of $5,595. Of which, $3,000 was paid upon closing. The
remaining amount constitutes a contingent payment depending on the future operating results achieved by Menarva. The
acquisition date fair value of the contingent consideration amounted to $2,595. On March 31, 2022, the Company paid $1,055 to
settle a portion of the aforementioned contingent consideration. Acquisition related costs were immaterial. The acquisition was
accounted for according to the purchase method.
The results of operations were included in the consolidated financial statements of the Company commencing April 1, 2021.
The following table summarizes the estimated fair values of the assets acquired and liabilities at the date of acquisition:
Net liabilities, excluding $90 of cash acquired
Customer relationships, net of deferred tax liability
Goodwill
Total assets acquired
$
$
(70)
2,098
3,477
5,505
The goodwill from the acquisition of Menarva is primarily attributable to potential synergy with Magic, as well as certain
intangible assets that do not qualify for separate recognition. The goodwill is not deductible for income tax purposes.
F-36
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 3:- BUSINESS COMBINATIONS (Cont.)
c. On January 1, 2021, the Company, through one of its Israeli subsidiaries, acquired 60% of the shares of 9540 Y.G. Soft IT Ltd.
(“Soft IT”), an Israel-based services company which specializes in outsourcing of software development services for a total
consideration of up to $1,134. $ 367 were paid upon closing, $256 were paid on July 4, 2021, and the remaining amount constitutes
a contingent payment depending on the future operating results achieved by Soft IT. The fair value of the contingent consideration
amounted to $510 at the acquisition date. Acquisition related costs were immaterial. The acquisition was accounted for according
to the purchase method. Soft IT’s minority shareholder, as well as the Company, hold a mutual put and call option for the
remaining 40% interest. Thus, the noncontrolling interests were classified as redeemable noncontrolling interests.
The results of operations were included in the consolidated financial statements of the Company commencing January 1, 2021.
The following table summarizes the estimated fair values of the assets acquired and liabilities at the date of acquisition:
Net liabilities, excluding $402 cash acquired
Customer relationships, net of deferred tax liability
Redeemable non-controlling interests
Goodwill
Total assets acquired
$
$
(402)
886
(719)
967
732
The goodwill from the acquisition of Soft IT is primarily attributable to potential synergy with Magic, as well as certain intangible
assets that do not qualify for separate recognition. The goodwill is not deductible for income tax purposes.
NOTE 4:- CASH AND CASH EQUIVALENTS
Cash and deposits for immediate withdrawal
Cash equivalents in NIS-denominated deposit
January 1,
2021
December 31,
2021
2022
$
$
83,306
4,821
88,127
$
$
82,302
5,788
88,090
$
$
78,489
4,573
83,062
NOTE 5:- OTHER ACCOUNTS RECEIVAVABLE AND PREPAID EXPESNES
The following table summarizes the composition of the Company’s other accounts receivable and prepaid expenses:
Prepaid expenses
Government authorities
Related parties
Others
January 1,
2021
December 31,
2021
2022
$
$
3,581
3,005
615
4,550
11,751
$
$
4,578
3,601
29
2,819
11,027
$
$
4,262
3,659
3,077
2,654
13,652
F-37
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 6:- FAIR VALUE MEASUREMENT
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of
unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.
The Company’s financial assets and liabilities measured at fair value on a recurring basis, including accrued interest components, consisted of the
following types of instruments as of January 1, 2021, December 31, 2021 and 2022:
Liabilities:
Liability in respect of business combinations
Put options of non-controlling interests
Liabilities:
Liability in respect of business combinations
Put options of non-controlling interests
Liabilities:
Liability in respect of business combinations
Put options of non-controlling interests
There were no Level 1 or Level 2 instruments during neither of the reported periods.
F-38
Fair value measurements
December 31, 2022
Level 3
Total
19,693
28,292
47,985
$
19,693
28,292
47,985
Fair value measurements
December 31, 2021
Level 3
Total
17,772
29,334
47,106
$
17,772
29,334
47,106
Fair value measurements
January 1, 2021
Level 3
Total
10,561
23,926
34,487
$
10,561
23,926
34,487
$
$
$
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 6:- FAIR VALUE MEASUREMENT (Cont.)
The movement in the liability in respect of the business combinations is as follows:
Opening balance
Increase in contingent consideration due to acquisitions
Payment of contingent consideration
Increase in fair value of contingent consideration
Decrease in fair value of contingent consideration
Foreign currency translation adjustments
Amortization of interest and exchange rate
Closing balance
MAGIC SOFTWARE ENTERPRISES LTD
December 31,
2021
2022
10,561
3,098
(1,816)
3,476
(244)
(36)
2,661
17,772
$
$
17,772
10,670
(8,547)
119
(1,025)
(598)
1,302
19,693
$
$
The financial assets and liabilities in the consolidated statements of financial position are classified by groups of financial instruments pursuant to
IFRS 9:
January 1,
2021
December 31,
2021
U.S. Dollars in thousands
2022
Financial assets
Financial assets at cost:
Cash and cash equivalents
Short-term bank deposits
Total financial assets at cost
Total financial assets
Financial liabilities
Financial liabilities at fair value through equity:
Put options of non-controlling interests
Financial liabilities at fair value through profit or loss:
Liability in respect of business combinations
Financial liabilities measured at amortized cost:
Loans from bank and financial institutions (short-term and long-term debt)
Lease liabilities
Total financial liabilities measured at amortized cost:
Total financial and lease liabilities
F-39
$
$
$
$
$
$
$
$
88,127
289
88,416
88,416
$
$
$
88,090
5,586
93,676
93,676
$
$
$
83,062
3,904
86,966
86,966
23,926
$
29,334
$
28,292
15,924
$
20,527
$
24,663
24,950
25,022
49,972
89,821
$
$
$
37,263
25,174
62,437
112,298
$
$
$
51,167
28,873
80,040
132,995
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 7:- PROPERTY, PLANTS AND EQUIPMENT, NET
Composition and movement:
Cost:
Balance as of January 1, 2022
Additions during the year:
Purchases
Acquisitions of subsidiaries
Adjustments arising from translating financial statements
of foreign operations
Decreases during the year:
Disposals
Balance as of December 31, 2022
Accumulated depreciation:
Balance as of January 1, 2022
Additions during the year:
Depreciation
Disposals
Adjustments arising from translating financial statements
of foreign operations
Balance as of December 31, 2022
Depreciated cost at December 31, 2022
Software
Motor
vehicles
Office
furniture
and
equipment
Computers
and
peripheral
equipment
Leasehold
improvements
Total
$
1,623
$
1,444
$
3,839
$
8,106
$
3,725
$
18,737
110
4
(220)
(25)
9
-
(181)
(2)
1,365
55
(555)
(309)
2,702
112
195
8
4,381
179
(1,668)
1,996
(628)
(632)
(44)
(1,012)
1,492
$
1,270
$
4,395
$
8,620
$
5,880
$
21,657
1,510
$
1,240
$
2,480
$
6,594
$
1,041
$
12,865
47
(23)
4
(2)
(135)
(152)
583
(284)
104
1,192
(580)
(520)
84
(41)
177
1,910
(930)
(526)
1,399
93
$
$
1,090
2,883
180
$
1,512
$
$
6,686
1,934
$
$
1,261
4,619
$
$
13,319
8,338
$
$
$
$
F-40
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 7:- PROPERTY, PLANTS AND EQUIPMENT, NET (Cont.)
Cost:
Balance as of January 1, 2021
Additions during the year:
Purchases
Acquisition of subsidiaries
Adjustments arising from translating financial statements
of foreign operations
Decreases during the year:
Disposals
Balance as of December 31, 2021
Accumulated depreciation:
Balance as of January 1, 2021
Additions during the year:
Depreciation
Disposals
Adjustments arising from translating financial statements
of foreign operations
Balance as of December 31, 2021
Depreciated cost at December 31, 2021
Depreciated cost at January 1, 2021
Software
Motor
vehicles
Office
furniture
and
equipment
Computers
and
peripheral
equipment
Leasehold
improvements
Total
$
1,621 $
1,411 $
3,627
$
7,021 $
3,611 $
17,291
88
8
(89)
(5)
3
-
30
-
453
40
(253)
(28)
830
82
231
(58)
65
6
47
(4)
1,439
136
(34)
(95)
1,623 $
1,444 $
3,839
$
8,106 $
3,725 $
18,737
1,458 $
866 $
2,340
$
5,886 $
753 $
11,303
103
(5)
(46)
4
-
370
530
(28)
(362)
1,084
(58)
(318)
75
(4)
217
1,796
(95)
(139)
1,510 $
1,240 $
2,480
113 $
204 $
1,359
163 $
545 $
1,287
$
$
$
6,594 $
1,041 $
12,865
1,512 $
2,684 $
5,872
1,135 $
2,858 $
5,988
$
$
$
$
$
F-41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 8:-
INTANGIBLE ASSETS, NET
Composition and movement:
MAGIC SOFTWARE ENTERPRISES LTD
Capitalized
Software
development
costs
Customer
relationship
Acquired
technology
Others
Total
Cost:
Balance as of January 1, 2022
Capitalized development costs
Purchase of intangible asset
Acquisition of subsidiaries
Adjustments arising from translating financial statements of foreign operations
Balance as of December 31, 2022
Accumulated amortization and impairment:
Balance as of January 1, 2022
Amortization recognized in the year
Adjustments arising from translating financial statements of foreign operations
Balance as of December 31, 2022
Amortized cost at December 31, 2022
$
$
$
$
$
Cost:
Balance as of January 1, 2021
Capitalized development costs
Acquisition of subsidiaries
Adjustments arising from translating financial statements of foreign operations
Balance as of December 31, 2021
Accumulated amortization and impairment:
Balance as of January 1, 2021
Amortization recognized in the year
Adjustments arising from translating financial statements of foreign operations
Balance as of December 31, 2021
Amortized cost at December 31, 2021
Amortized cost at January 1, 2021
$
$
$
$
$
$
$
90,101
3,059
-
-
(103)
$
86,651
-
219
11,319
(5,055)
$
18,371
-
-
2,707
(1,030)
$
637
-
-
-
(53)
195,760
3,059
219
14,026
(6,241)
93,057
$
93,134
$
20,048
$
584
$
206,823
79,354
3,817
-
83,171
9,886
$
$
$
54,494
7,865
(2,930)
59,429
33,705
$
$
$
10,329
1,797
(244)
11,882
8,166
Capitalized
Software
development
costs
Customer
relationship
Acquired
technology
$
86,240
3,193
-
668
$
78,750
-
6,445
1,456
18,052
-
-
319
$
$
$
$
193
95
(4)
284
300
Others
616
-
-
21
$
$
$
$
144,370
13,574
(3,178)
154,766
52,057
Total
183,658
3,193
6,445
2,464
90,101
$
86,651
$
18,371
$
637
$
195,760
74,841
4,513
-
79,354
10,747
11,399
$
$
$
$
46,621
6,962
911
54,494
32,157
32,129
$
$
$
$
8,720
1,468
140
10,329
8,042
9,332
$
$
$
$
72
111
11
193
444
544
$
$
$
$
130,254
13,054
1,062
144,370
51,390
53,404
During the years ended December 31, 2021 and 2022 the Company recognized amortization expenses related to intangible assets as follows:
Cost of revenues
Selling and marketing expenses
F-42
Year ended December 31,
2021
2022
$
$
6,068 $
6,968
13,054 $
5,405
8,169
13,574
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 8:-
INTANGIBLE ASSETS, NET (Cont.)
Intangible assets composition by reportable segment as of December 31, 2022:
Capitalized Software development costs
Customer relationship
Acquired technology
Others
Total
The estimated future amortization expense of intangible assets as of December 31, 2022 is as follows:
2023
2024
2025
2026
2027 and thereafter
NOTE 9:- GOODWILL
MAGIC SOFTWARE ENTERPRISES LTD
IT
professional
services
Software
services
$
$
1,079
22,373
1,751
-
25,203
$
$
8,807
11,332
6,415
300
26,854
$
$
Total
9,886
33,705
8,166
300
52,057
$
$
13,011
11,075
9,048
7,162
11,761
52,057
The following table summarizes the changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2022:
As of January 1, 2021
Acquisition of subsidiaries
Measurement period adjustments
Foreign currency translation adjustments
As of December 31, 2021
Acquisition of subsidiaries
Measurement period adjustments
Foreign currency translation adjustments
As of December 31, 2022
IT
professional
services
Software
services
Total
$
69,346
$
66,336
$
135,682
5,068
321
868
3,477
558
829
8,545
879
1,697
$
$
75,603
$
71,200
$
146,803
19,622
(902)
(4,326)
2,705
(176)
(5,027)
22,327
(1,078)
(9,353)
89,997
$
68,702
$
158,699
The Company performed annual impairment tests as of January 1, 2021 as well as December 31, 2021 and 2022 and did not identify any impairment
losses (see Note 2).
The goodwill is allocated to both the IT Professional Services and Software Services segments, which represent the lowest level within the Company
at which goodwill is monitored for internal management purposes.
Impairment test of goodwill for the year ended on December 31, 2022:
Impairment loss for goodwill is recognized if the recoverable amount of the goodwill is less than the carrying amount. The recoverable amount is the
greater of fair value less costs of disposal, or value in use of the relevant reporting level (i.e. a CGU of a group of CGU’s).
F-43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 9:- GOODWILL (Cont.)
The Company performed an assessment for goodwill impairment for both of its segments, which is the level at which goodwill is monitored for
internal management purposes and concluded that there is no impairment loss for the year ended December 31, 2022, based on the assumptions
presented below:
MAGIC SOFTWARE ENTERPRISES LTD
Carrying amount
Weighted average cost of capital
Terminal value growth rate
December 31, 2022
IT
professional
services
Software
services
$
185,549
$
85,325
14.2%
3%
13.4%
3%
Actual results may differ from those assumed in the Company’s valuation method. It is reasonably possible that the Company’s assumptions
described above could change in future periods. If any of these were to vary materially from the Company’s plans, it may record impairment of
goodwill allocated to this reporting unit in the future.
Based on the Company’s abovementioned assessment as of December 31, 2022, no goodwill was determined to be impaired, since the fair value of
the Company’s group of cash-generating units significantly exceeded their carrying amount.
NOTE 10:- SHORT TERM DEBTS
Interest rate
Short-term loans from banks
Current maturities of long-term loans from financial
institutions and banks
Current maturities of long-term loans from banks
Accrued interest on long term debt
Accrued interest on long term debt
%
1.7-2.6
2.1-3.3
2.1 + SOFR-
SOFR+2.25
2.6- 3.14
6.07
NOTE 11:- OTHER ACCOUNTS PAYABLE
Other accounts payable are comprised of the following as of the below dates:
Employees and payroll accruals
Accrued expenses
Government authorities and other
Total
F-44
Currency
January 1,
2021
December 31,
2021
December 31,
2022
NIS $
1,328
$
4,720
$
NIS
USD
NIS
USD
10,202
-
68
-
8,551
3,750
27
60
2,449
9,310
8,908
23
65
$
11,598
$
17,108
$
20,755
January 1,
2021
December 31,
2021
2022
$
$
28,562
7,017
6,198
41,777
$
$
27,826
8,873
8,392
45,091
$
$
29,746
10,239
6,857
46,842
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 12:- LONG TERM DEBTS
a. Long term liabilities to banks and others are comprised of the following as of the below dates:
MAGIC SOFTWARE ENTERPRISES LTD
Loans from banks and others(1)
Bank loans(2)
Other long term debts
Less current maturities
b. Maturity dates:
First year (Current maturities)
Second year
Third year
Fourth year
Fifth year and thereafter
Total
Interest
rate
%
2.1 – 5
2.1 + SOFR-
SOFR+2.25
1.9
Linkage
basis
NIS
USD
JPY
NIS, USD
January 1,
2021
December 31,
2021
2022
23,466
$
17,388
$
12,161
-
88
23,554
(10,202)
13,352
January 1,
2021
10,202
6,572
6,484
148
148
23,554
$
$
$
$
15,000
68
32,456
(12,301)
20,155
$
$
36,408
61
48,630
(18,218)
30,412
December 31,
2021
2022
12,301
10,891
4,462
4,203
599
32,456
$
$
18,218
10,043
9,818
5,000
5,551
48,630
$
$
$
$
$
On March 31, 2022, the Company obtained a loan in the amount of $ 25,000 from an Israeli bank. The principal amount of the loan is
payable in five equal annual installments with the final payment due on March 31, 2027 and bears a fixed interest rate of SOFR +
2.25% per annum. The interest is paid on a quarterly basis.
c. Financial Covenants:
Under the terms of the Loan, the Company has undertaken to maintain the following financial covenants, as they will be expressed in its
consolidated financial statements, as described:
a. Total equity attributable to Magic Software Enterprises shareholders shall not be lower than $ 100,000 at all times;
b. The Company’s consolidated cash and cash equivalent and marketable securities available for sales shall not be less than $ 10,000;
c. The ratio of the Company’s consolidated total financial debts to consolidated total assets will not exceed 50%;
d. The ratio of the Company’s total financial debts less cash, short-term deposits and short-term marketable securities to the annual
EBITDA will not exceed 3.25 to 1; and
e. The Company shall not create any pledge on all of its property and assets in favor of any third party without the financial
institution’s consent.
As of December 31, 2022, the Company was in compliance with the financial covenants.
On March 27, 2023, the Company entered into a loan agreement with an Israeli bank, pursuant to which, the Company borrowed
$20,000 for a four-year term (the “Bank Loan”). The Bank Loan will mature on March 27, 2027, and will be repaid in four (4) equal
annual instalments of $6,052 (including interest) starting March 27, 2024. The Bank Loan bears interest at the rate SOFR + 3.38%. The
Bank Loan, which may be prepaid under certain circumstances, is subject to various financial covenants which mainly consist of the
following:
(1) This is comprised of a loan obtained by the Company on November 2016 in the amount of $ 31,356. The loan is linked to the New Israel Shekel,
and was obtained from an Israeli financial institution (“the Loan”). The principal amount of the loan is payable in seven equal annual
installments with the final payment due on November 2, 2023 and bears a fixed interest rate of 2.60% per annum, payable in two semi-annual
payments.
(2) On June 1, 2021, the Company obtained a loan in the amount of $ 15,000 from an Israeli bank. The principal amount of the loan is payable in
eight equal semi-annual installments with the final payment due on December 1, 2025 and bears a fixed interest rate of SOFR + 2.1% per annum,
payable in two semi-annual payments.
F-45
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 12:- LONG TERM DEBTS (Cont.)
a. Our equity will not be lower than $150 million (one hundred fifty million U.S. Dollars at all times);
b. The ratio of the total financial debts less cash to total assets will not exceed 30%;
c. The ratio of the total financial debts less cash and short-term deposits to the annual EBITDA will not exceed 3.25 to 1;
To date, the Company is in full compliance with the financial covenants of the Bank Loan.
NOTE 13:- RELATED PARTIES TRANSACTIONS
Agreements with controlling shareholder and its affiliates:
The Company has in effect agreements with affiliated companies pursuant to which the Company has rendered services amounting to approximately
$5,615, and $6,990, in aggregate for the years ended December 31, 2021 and 2022, respectively and acquired services amounting to approximately $
2,639 and $ 3,088 for the years ended December 31, 2021 and 2022, respectively. The aforementioned services include cloud computing services,
software products, computer infrastructure and integration, software development and maintenance services and back-office services.
As of December 31, 2021 and 2022, the Company had trade and other receivables balances due to its related parties in amount of approximately $
3,380 and $ 8,519, respectively. In addition, as of December 31, 2021 and 2022. the Company had trade payables balances due from its related
parties in amount of approximately $ 708 and $124, respectively.
NOTE 14:- LEASES
The Company leases substantially all of its office space and vehicles under operating leases. The Company’s leases have original lease periods
expiring between 2023 and 2034. Some leases include one or more options to renew. The Company does not assume renewals in its determination of
the lease term unless the renewals are deemed to be reasonably certain at lease commencement. Lease payments included in the measurement of the
lease liability comprise the following: the fixed non-cancellable lease payments, payments for optional renewal periods where it is reasonably certain
the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.
In July 2020, the Company entered into a lease agreement for new corporate offices for the company in Or Yehuda, Israel. The lease expires in June
2033, with an option by the Company to extend for an additional 10-years term. The Company deemed this option as reasonably certain to be
renewed.
The Company has several leased offices in the United States, with expiry dates varying between 2023 and 2024, with renewal options varying
between 2023 and 2029.
In November 2021, one of the Company’s subsidiaries in Israel entered into a lease agreement for new corporate offices. The lease commenced on
July 2022 with a lease term through 2029, with an option to terminate the lease after a 4-year term following a 12-month notice in advance, and an
option to renew the lease to an additional 5-year term, through 2034. The Company deemed this option as reasonably certain to be renewed.
F-46
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 14:- LEASES (Cont.)
Under IFRS 16, all leases with durations greater than 12 months, including non-cancellable operating leases, are now recognized on the statement of
financial position. The aggregated present value of lease agreements is recorded as a long-term asset titled operating lease right-of-use assets.
The corresponding lease liabilities are classified between operating lease liabilities which are current and long-term.
Maturity analysis of undiscounted future lease payments for lease liabilities:
2023
2024
2025
2026
2027
2028 and thereafter
Total undiscounted cash flows
Less imputed interest
Present value of lease liabilities
a.
Information on leases:
Expenses relating to operating lease costs
Expenses relating to short-term leases
Expenses relating to variable lease payments
Total cash outflow for leases
$
$
$
5,370
4,344
3,309
2,447
1,964
17,258
34,692
(5,819)
28,873
Year ended December 31,
2021
2022
$
$
$
$
2,889
57
2,928
5,874
$
$
$
$
1,930
109
2,753
4,792
The following is a summary of weighted average remaining lease terms and discount rates for all of the Company’s operating leases:
Weighted average remaining lease term (years)
Weighted average discount rate
F-47
December 31,
2022
12.4
2.96%
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 14:- LEASES (Cont.)
b. Disclosures in respect of right-of-use assets:
Cost:
Balance as of January 1, 2022
Additions during the year:
New leases
Modification of leases
Adjustments for indexation
Adjustments arising from translating financial statements of foreign operations
Acquisition of subsidiaries
Disposals during the year:
Termination of leases
Balance as of December 31, 2022
Accumulated depreciation:
Balance as of January 1, 2022
Additions during the year:
Depreciation
Adjustments arising from translating financial statements of foreign operations
Disposals during the year:
Termination of leases
Balance as of December 31, 2022
Depreciated cost at December 31, 2022
Cost:
Balance as of January 1, 2021
Additions during the year:
New leases
Adjustments for indexation
Adjustments arising from translating financial statements of foreign operations
Acquisition of subsidiaries
Disposals during the year:
Termination of leases
Balance as of December 31, 2021
Accumulated depreciation:
Balance as of January 1, 2021
Additions during the year:
Depreciation
Adjustments arising from translating financial statements of foreign operations
Disposals during the year:
Termination of leases
Balance as of December 31, 2021
Depreciated cost at December 31, 2021
F-48
MAGIC SOFTWARE ENTERPRISES LTD
Buildings
Motor
vehicles
Total
$
33,241
$
3,505
$
36,746
4,881
589
947
(1,228)
2,714
(692)
1,468
89
95
7
40
(333)
6,349
678
1,042
(1,221)
2,754
(1,025)
$
40,452
$
4,871
$
45,323
11,943
3,151
665
(509)
1,523
1,169
29
(184)
13,466
4,320
694
(693)
15,250
2,537
17,787
25,202
$
2,334
$
27,536
Buildings
Motor
vehicles
Total
28,563
$
3,283
$
31,846
4,199
186
1,781
1,129
235
103
159
-
4,434
289
1,940
1,129
(2,617)
(275)
(2,892)
$
$
$
33,241
$
3,505
$
36,746
7,432
4,514
1,510
(1,511)
1,051
473
157
(160)
8,483
4,987
1,667
(1,671)
11,945
1,521
13,466
$
21,296
$
1,984
$
23,280
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- SHARE BASED PAYMENTS
a. Stock Option Plans of the Company:
MAGIC SOFTWARE ENTERPRISES LTD
Under the Company’s 2007 Stock Option Plan, as amended (“the 2007 Plan”), options may be granted to employees, officers,
directors and consultants of the Company and its subsidiaries. Pursuant to the original 2007 Stock Option Plan, which is valid until
August 1, 2027, the Company reserved 2,750,000 Ordinary shares for issuance. As of December 31, 2022, an aggregate of 952,500
Ordinary shares of the Company are available for future grants under the 2007 Plan. Each option granted under the 2007 Plan is
exercisable for a period of ten years from the date of the grant of the option.
The exercise price for each option is determined by the Board of Directors and set forth in the Company’s award agreement. Unless
determined otherwise by the Board of Directors, the option exercise price shall be equal to or higher than the share market price at
the grant date. The options generally vest over 3-4 years. Any option that is forfeited or canceled before expiration becomes
available for future grants under the 2007 Plan.
The Company recognizes compensation expenses for the value of its awards, which have graded vesting based on the accelerated
method over the requisite service period of each of the awards. The Company accounts for forfeitures as they occur.
The Company uses the Binomial option-pricing model (“the Binomial model”) to estimate the fair value for any options granted.
The Binomial model takes into account variables such as volatility, dividend yield rate, and risk-free interest rate and also allows
for the use of dynamic assumptions and considers the contractual term of the option, the probability that the option will be
exercised prior to the end of its contractual life, and the probability of termination or retirement of the option holder in computing
the value of the option.
The fair value of each option granted using the Binomial model, was estimated on the date of grant with the following assumptions:
expected volatility was 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 was
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 was derived from the output of the option valuation model and represented the period of time that
options granted were expected to be outstanding. Estimated forfeitures were based on actual historical pre-vesting forfeitures. Since
dividend payments are applied to reduce the exercise price of the option, the effect of the dividend protection was reflected by
using an expected dividend assumption of zero.
F-49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- SHARE BASED PAYMENTS (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
On March 7, 2021, the Company granted to one of its senior executive officers 80,000 options to purchase its shares with no exercise
price. The options will vest over a four-year period, and include several performance criteria related to the Company’s results of
operations.
No grants were made to employees or directors in 2022.
The fair value of the options granted in 2021 using the Binomial model, was estimated on the date of grant with the following
assumptions:
Share price
Contractual life
Expected exercise factor
Dividend yield
Expected volatility (weighted average)
Risk-free interest rate
Fair value of option at the grant date
Year ended
December 31,
2021
$
$
16.85
10 years
1.5
0%
35.1%
0.5%–1.3%
16.85
The risk-free interest rate assumption is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term as of the
Company’s employee stock options. Since dividend payment is applied to reduce the exercise price of the option, the effect of the
dividend protection is reflected by using an expected dividend assumption of zero.
A summary of employee option activity under the 2007 Plan as of December 31, 2022 and changes during the year ended December 31,
2022 are as follows:
Outstanding at January 1, 2022
Exercised
Forfeited
Outstanding at December 31, 2022
Exercisable at December 31, 2022
Weighted
average
remaining
contractual
term
(in years)
Weighted
average
exercise
price
Aggregate
intrinsic
value
0.45
-
-
0.91
3.81
7.96
$
1,360
5.95
0.6
$
$
397
76
Number of
options
66,250
(20,000)
(20,000)
26,250
6,250
$
$
$
F-50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- SHARE BASED PAYMENTS (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders
had all option holders exercised their options on December 31, 2022. This amount is changed based on the market value of the
Company’s Ordinary shares. Total intrinsic value of options exercised during the years ended December 31, 2021 and 2022 was $628
and $344, respectively. As of December 31, 2022, there was $112 of total unrecognized compensation cost related to non-vested
options, which is expected to be recognized in full during 2023.
The options outstanding as of December 31, 2022, have been separated into exercise price categories, as follows:
Exercise price
In $
0
3.81
Weighted
average
remaining
contractual
life
(years)
Options
exercisable
Weighted
average
exercise
price of
exercisable
options
7.62
0.6
5.99
-
6,250
6,250
$
$
$
-
3.81
3.81
Options
outstanding
20,000
6,250
26,250
b. Stock Option Plan of Comm-IT Solutions:
Under the Comm-IT Solutions’ 2022 Stock Option Plan, (“Comm-IT Solutions 2022 Plan”), options may be granted to employees,
officers, directors and consultants of the Company and its subsidiaries. Pursuant to Comm-IT Solutions 2022 Plan, Comm-IT
Technology Solutions Ltd. shall reserve in its registered and reserved capital, such sufficient number of shares (subject to any
adjustment in the capital under the Comm-IT Solutions 2022 Plan) required in order to consummate the Comm-IT Solutions 2022
Plan.
In December 2022, Magic’s Israeli subsidiary, Comm-IT Technology Solutions Ltd. (“Comm-IT Solutions”), awarded 12 of its
senior officers 4,028 options to purchase 4,028 shares of Comm-IT Technology Solutions Ltd, at an exercise price ranging between
$0.28-$1,878. 827 of the options have fully vested upon their grant, whereas the vesting of the remainder of the options are subject
to Comm-IT Solutions and its subsidiaries meeting certain EBITDA targets for the years 2022-2024. Subject to the EBITDA
targets to be met, as well as the officers continued employment with Comm-IT Solutions throughout 2027, the options will vest at
certain points in time throughout the years 2023 to 2027.
F-51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- SHARE BASED PAYMENTS (Cont.)
A summary of employee option activity under the Comm-IT Solutions 2022 Plan as of December 31, 2022 and changes during the year
ended December 31, 2022 are as follows:
MAGIC SOFTWARE ENTERPRISES LTD
Outstanding at January 1, 2022
Granted
Outstanding at December 31, 2022
Exercisable at December 31, 2022
Number
of options
Weighted
average
exercise
price
$
-
4,028
4,028
827
$
-
264.67
264.67
0.28
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
-
$
7.94
7.92
$
-
7,499
1,839
As of December 31, 2022, there was $2,885 of total unrecognized compensation cost related to non-vested options, which is expected to
be recognized in full over a weighted average period of 1.13 years.
The options outstanding as of December 31, 2022, have been separated into exercise price categories, as follows:
Exercise price
In $
0.28
469
1,878
Weighted
average
remaining
contractual
life
(years)
Options
exercisable
Weighted
average
exercise
price of
exercisable
options
7.92
7.99
7.99
7.94
827
-
-
827
$
$
0.28
-
-
0.28
Options
outstanding
3,238
297
493
4,028
F-52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 15:- SHARE BASED PAYMENTS (Cont.)
The fair value of the options granted in 2022 using the Binomial model, was estimated on the date of grant with the following
assumptions:
MAGIC SOFTWARE ENTERPRISES LTD
Share price
Contractual life
Expected exercise factor
Dividend yield
Expected volatility (weighted average)
Risk-free interest rate
Fair value of option at the grant date
c. Cost of share-based payment:
Year ended
December 31,
2022
$
$
2,110
8 years
1.5
0%
41%
3.28%–3.65%
1,078
–$2,126
During the years ended December 31, 2021 and 2022 the Company share-based payment expense related to employee stock options
in the amount of $956 and $2,079, respectively, as follows:
Selling and marketing expenses
General and administrative expenses
F-53
Year ended December 31,
2021
2022
$
$
956
-
956
$
$
(56)
2,135
2,079
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 16:- EMPLOYEE BENEFIT LIABILITIES
Employee benefits consist of post-employment benefits and termination benefits.
a) Post-employment benefits:
According to the labor laws and Severance Pay Law in Israel, the Israeli companies in the Group are required to pay compensation
to an employee upon dismissal or retirement or to make current contributions in defined contribution plans pursuant to section 14 to
the Severance Pay Law, as specified below. These liabilities are accounted for as a post-employment benefit. The computation of
the employee benefit liability is made according to the current employment contract based on an employee’s salary and
employment term which establish the entitlement to receive the compensation.
The post-employment employee benefits are normally financed by contributions classified as a defined benefit plan or as a defined
contribution plan, as detailed below.
1) Defined contribution plans:
Section 14 of the Severance Pay Law, 1963 applies to part of the compensation payments, pursuant to which the fixed
contributions paid into pension funds and/or policies of insurance companies release the Company from any additional liability
to employees for whom said contributions were made. These contributions and contributions for benefits represent defined
contribution plans.
Severance expenses for the years 2021 and 2022 were $5,267 and $7,078, respectively.
2) U.S. employees defined contribution plan:
The Company’s U.S. Subsidiaries have a 401(k) defined contribution plan covering certain employees in the U.S. All eligible
employees may elect to contribute up to 100% of their annual compensation to the plan through salary deferrals, subject to
Internal Revenue Service limits. The U.S. Subsidiary matches up to 3% of employee contributions up to the plan with no
limitation.
3) Defined benefit plans:
The Company accounts for that part of the payment of compensation that is not covered by contributions in defined
contribution plans, as above, as a defined benefit plan for which an employee benefit liability is recognized and for which the
Company deposits amounts in central severance pay funds and in qualifying insurance policies.
b) Composition of defined benefit plans is as follows:
Defined benefit obligation
Fair value of plan assets
Net defined benefit liability
January 1,
2021
December 31,
2021
2022
$
$
5,545
(4,673)
872
$
$
4,551
(3,646)
905
$
$
2,476
(1,575)
901
F-54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 17:- COMMITMENTS AND CONTINGENCIES
a. Guarantees and Collaterals:
MAGIC SOFTWARE ENTERPRISES LTD
As of December 31, 2022, the Company has provided performance bank guarantees as security for the performance of various
contracts with customers as well as to secure future payments in respect of lease agreements in the amount of $2,053 and $912,
respectively. As of December 31, 2022, the Company has restricted bank deposits of $ 31 in favor of the issuing banks.
b. From time to time, the Company and/or its subsidiaries are subject to legal, administrative and regulatory proceedings, claims,
demands and investigations in the ordinary course of business, including claims with respect to intellectual property, contracts,
employment and other matters. The Company accrues a liability when it is both probable that a liability has been incurred and the
amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the
determination as to whether a loss is reasonably estimable. These accruals are reviewed and adjusted to reflect the impact of
negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter.
Lawsuits have been brought against the Company in the ordinary course of business. The Company intends to defend itself
vigorously against those lawsuits.
In September 2016, an Israeli software company, that was previously involved in an arbitration proceeding with us in 2015 and
won damages from us of $2.4 million, filed a lawsuit seeking damages of NIS 34,106 against the Company and one its subsidiaries.
This lawsuit was filed as part of an arbitration proceeding. In the lawsuit, the software company claimed that warning letters that
the Company sent to its clients in Israel and abroad, warning those clients against the possibility that the conversion procedure
offered by the software company may amount to an infringement of the Company’s copyrights (the “Warning Letters”), as well as
other alleged actions, have caused the software company damages resulting from loss of potential business. The lawsuit is based on
rulings given in the 2015 arbitration proceeding in which it was allegedly ruled that the Warning Letters constituted a breach of a
non-disclosure agreement (NDA) signed between the parties.
The Company rejected the claims by the Israeli software company and moved to dismiss the lawsuit entirely. In July 2021, an
arbitrator assigned to the case rendered his decision and determined that the Company should pay the plaintiffs damages in the
amount of $1.6 million, which was paid in August 2021 and included in the Company’s results of operations for the year ended
December 31, 2021.
F-55
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 18:- EQUITY
a. The Ordinary shares of the Company are listed on the NASDAQ Global Select Market in the United States and are traded on the
Tel-Aviv Stock Exchange in Israel.
b. Accumulated other comprehensive income (loss):
Accumulated foreign currency translation adjustments
Accumulated unrealized gain on derivative instruments, net
Total other comprehensive income (loss)
c. Dividend distribution policy
December 31,
2021
2022
9,238
26
9,264
$
(6,585)
26
(6,559)
$
On August 9, 2017, the Company’s Board of Directors decided to amend the dividend distribution policy announced in 2012.
According to the Company’s amended policy, each year the Company will distribute a dividend of up to 75% of its annual
distributable profits. The Company’s Board of Directors may at its discretion and at any time, change, whether as a result of a one-
time decision or a change in policy, the rate of dividend distributions and/or decide not to distribute a dividend, all at its discretion.
On March 8, 2021, the Company declared a dividend distribution of $ 0.21 per share ($ 10,297 in the aggregate) which was paid on
April 7, 2021. On August 12, 2021, the Company declared a dividend distribution of $ 0.23 per share ($ 11,480 in the aggregate)
which was paid on September 14, 2021.
On March 2, 2022, the Company declared a dividend distribution of $ 0.216 per share ($ 10,612 in the aggregate) which was paid
on April 7, 2022. On August 11, 2022, the Company declared a dividend distribution of $ 0.29 per share ($ 14,237 in the aggregate)
which was paid on September 13, 2022.
On March 9, 2023, the Company declared a dividend distribution of $0.3 per share ($14,728 in the aggregate), see also Note 24.
F-56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 19:- INCOME TAX
a.
Israeli taxation:
1) Corporate tax rate in Israel:
MAGIC SOFTWARE ENTERPRISES LTD
Taxable income of Israeli companies was generally subject to corporate tax at the rate of 23% in 2021 and 2022. Some of our
Israeli subsidiaries are eligible for certain tax benefits, as described below.
2) Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (the “Law”):
Amendment 73 to the law:
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
2017 Amendment”) was published and was pending the publication of regulations, in May 2017 regulations were promulgated
by the Finance Ministry to implement the “Nexus Principles” based on OECD guidelines published as part of the Base Erosion
and Profit Shifting (BEPS) project. Following the publication of the regulations the 2017 Amendment became fully effective.
According to the 2017 Amendment, a Preferred Technological Enterprise, as defined in the 2017 Amendment, with total
consolidated revenues of the Company companies is less than NIS 10 billion, shall be subject to 12% tax rate on income
derived from intellectual property (in development area A—a tax rate of 7.5%). In order to qualify as a Preferred technological
enterprise certain criterion must be met, such as a minimum ratio of annual R&D expenditure and R&D employees, as well as
having at least 25% of annual revenues derived from exports.
The 2017 Amendment further provides that a technology company satisfying certain conditions will qualify as a Special
Preferred Technology Enterprise (“SPTE”) (an enterprise for which, among others, total consolidated revenues of its parent
company and all subsidiaries is at least NIS 10 billion) and will thereby enjoy a reduced corporate tax rate of 6% on PTI
regardless of the company’s geographic location within Israel. In addition, a SPTE will enjoy a reduced corporate tax rate of
6% on capital gain derived from the sale of certain “Benefited Intangible Assets” to a related foreign company if the Benefited
Intangible Assets were either developed by the Special Preferred Technology Enterprise or acquired from a foreign company
on or after January 1, 2017.
Starting from 2017 under Amendment 73 to the Investment Law, part of the Company’s taxable income in Israel is entitled to a
preferred 12% tax rate. Since 2019, under SPTE the tax rate for part of the Company’s taxable income in Israel has been
reduced to a 6% corporate tax rate.
One of its Israeli subsidiaries have elected to apply the new incentives regime under the Amendment to their industrial activity
in Israel, subject to meeting its requirements, starting in 2011.
In 2015, the Company transitioned to the preferred enterprise track entitling it to a preferred 16% tax rate under Amendment
73 to the Investment Law.
F-57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 19:- INCOME TAX (Cont.)
Amendment 74 to the Encouragement Law:
MAGIC SOFTWARE ENTERPRISES LTD
On November 15, 2021, the Economic Efficiency Law (Legislative Amendments for Achieving Budget Targets for the 2021
and 2022 Budget Years), 2021 (the “Economic Efficiency Law”), was enacted. This Law establishes a temporary order
allowing Israeli companies to release tax-exempt earnings (“trapped earnings” or “accumulated earnings”) accumulated until
December 31, 2020, through a mechanism established for a reduced corporate income tax rate applicable to those earnings (the
“Temporary Order”).
In addition to the reduced corporate income tax (CIT) rate, Article 74 to the Encouragement Law was amended whereby
effective from August 15, 2021, for any dividend distribution (including a dividend as per Article 51B to the Encouragement
Law) by a company which has trapped earnings, there will be a requirement to allocate a portion of that distribution to the
trapped earnings.
The tax-exempt income is attributable to certain Group members’ previous status as “Approved Enterprise” and “Benefited
Enterprise”. Such tax-exempt income cannot be distributed to shareholders without subjecting the Company to payable income
taxes. If dividends are distributed from previous tax-exempt profits, the Company will be liable for income tax at the rate
applicable to its profits from the Approved Enterprise in at the tax rate enacted in the year in which the income was earned.
According to the Temporary Order, the reduction of CIT will apply to earnings that are released (with no requirement for an
actual distribution) within a period of one year from the date of enactment of the Temporary Order. The reduction in the CIT is
dependent on the proportion of the trapped earnings that are released in relation to the total trapped earnings, and on the
applicable CIT rate in the years the earnings were generated. Consequently, the larger the proportion of the trapped earnings
that are released, the lower the tax in respect of the distribution. The minimum tax rate is 6%. Further, a company that elects to
pay a reduced CIT is required to invest in its industrial enterprise a designated amount in accordance with the Economic
Efficiency Law within a period of five years commencing from the tax year in which the election is made. The designated
investment should be utilized for the acquisition of production assets, and/or investments in research and development and/or
compensation to additional new employees.
In November 2022, the Company elected to benefit from the Temporary Order and filed its application for the Temporary
Order and paid the required reduced CIT as per the provisions of the Economic Efficiency Law in respect of its total
accumulated tax-exempt earnings amounting to NIS 25,022 (approximately $7,100), and accordingly recognized a tax expense
of NIS 2,502 (approximately $711). As of December 31,2022, all the trapped earnings were released.
The Company has received final tax assessments through the year 2016.
The Company subsidiaries have received final tax assessments (or assessments that are deemed final) through the tax year
2017.
F-58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 19:- INCOME TAX (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
Tax benefits under the Law for the Encouragement of Industry (Taxes), 1969:
The Company qualifies as an Industrial Company within the meaning of the Law for the Encouragement of Industry (Taxes),
1969 (the “Industrial Encouragement Law”). The Industrial Encouragement Law defines an “Industrial Company” as a
company that is resident in Israel and that derives at least 90% of its income in any tax year, other than income from defense
loans, capital gains, interest and dividends, from an enterprise whose major activity in a given tax year is industrial production.
Under the Industrial Encouragement Law, the Company is entitled to amortization of the cost of purchased know-how and
patents over an eight-year period for tax purposes as well as accelerated depreciation rates on equipment and buildings.
Eligibility for the benefits under the Industrial Encouragement Law is not subject to receipt of prior approval from any
governmental authority.
3) Foreign Exchange Regulations:
Under the Foreign Exchange Regulations, the Company and one of its Israeli subsidiaries calculate their tax liability in U.S.
dollars according to certain orders. The tax liability, as calculated in U.S. dollars is translated into NIS according to the
exchange rate as of December 31 of each year.
4)
Income tax on non-Israeli subsidiaries
Non-Israeli subsidiaries are taxed according to the tax laws in their respective domiciles of residence. If earnings are
distributed to Israel in the form of dividends or otherwise, the Company may be subject to additional Israeli income taxes
(subject to an adjustment for foreign tax credits) and foreign withholding tax rates.
Neither Israeli income taxes, foreign withholding taxes nor deferred income taxes were provided in relation to undistributed
earnings of the non-Israeli subsidiaries. This is because the Company intends to permanently reinvest undistributed earnings in
the foreign subsidiaries in which those earnings arose. If these earnings were distributed 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 non-
Israeli withholding taxes.
As of December 31, 2022, the Company had $28,950 of cash and cash equivalents that are currently held outside of Israel that
would be subject to income taxes if distributed as dividends. However, a determination of the amount of the unrecognized
deferred tax liability for temporary difference related to those undistributed earnings of foreign subsidiaries is not practicable
due to the complexity of the structure of our group of subsidiaries for tax purposes and the difficulty of projecting the amount
of future tax liability.
F-59
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 19:- INCOME TAX (Cont.)
5) Net operating loss carried forward:
As of December 31, 2022, two Israeli subsidiaries of the Company had operating loss carryforwards of $10,150 (mainly F.T.S
Formula Telecom Solutions, Ltd. which accounts for $8,959), which can be carried forward to offset against taxable income in
the future for an indefinite period.
One of the Company’s subsidiaries in England had estimated total available tax loss carryforwards of $3,536 as of December
31, 2022, which can be carried forward to offset against future taxable income.
Two of the Company’s subsidiaries in U.S. had estimated total available tax loss carryforwards of $7,741 as of December 31,
2022, which can be carried forward to offset against future taxable income.
6) Deferred tax liabilities, net:
1) Presentation in the consolidated statements of financial position:
Deferred taxes assets
Deferred tax liabilities
2) Composition of deferred taxes:
Net operating losses carried forward
Intangibles, fixed asset, lease liabilities and right of use assets
Reserves and allowances
F-60
January 1,
2021
December 31,
2021
2022
$
6,235
(17,484)
(11,249) $
$
7,993
(17,945)
(9,952) $
3,618
(10,686)
(7,068)
January 1,
2021
December 31,
2021
2022
$
168
(12,395)
982
(11,249) $
$
312
(12,177)
1,913
(9,952) $
349
(11,929)
4,512
(7,068)
$
$
$
$
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 19:- INCOME TAX (Cont.)
7)
Income tax (tax benefit) consist of the following:
Current:
Domestic
Foreign
Deferred taxes:
Domestic
Foreign
Taxes on income
MAGIC SOFTWARE ENTERPRISES LTD
Year ended
December 31,
2021
2022
$
$
7,847
6,123
13,970
(1,149)
(2,543)
(3,692)
11,368
6,304
17,672
(1,318)
(5,216)
(6,534)
$
10,278
$
11,138
8) Theoretical tax:
The following table presents reconciliation between the theoretical tax expense, assuming that all income was taxed at
statutory tax rates, and the actual income tax expense, as recorded in the Company’s consolidated statements of profit or loss:
Income before income taxes, as per the statement of operations
Statutory tax rate in Israel
Tax computed at the statutory tax rate
Tax adjustment in respect of different tax rates
Deferred taxes on losses for which deferred taxes were not created
Tax-deductible costs, not included in the accounting costs
Non-deductible expenses and tax expenses in respect of prior years, net
Uncertain tax positions and other
Taxes on income
NOTE 20:- REVENUE RECOGNITION
Year ended
December 31,
2021
2022
$
45,617
$
57,417
23%
23%
10,494
283
(80)
(1,041)
1,001
(379)
10,278
$
13,205
(1,756)
(511)
(2,680)
2,670
210
11,138
$
Remaining performance obligations represent contract revenue that has not yet been recognized, which includes deferred revenue and
amounts that will be invoiced and recognized as revenue in future periods. The aggregate amount of consideration allocated to
performance obligations either not satisfied or partially unsatisfied was approximately $65.7 million as of December 31, 2022. The
Company expects to recognize approximately 58% in 2023 from remaining performance obligations as of December 31, 2022, and the
remainder thereafter. Remaining performance obligations include the remaining non-cancelable, committed and fixed portion of these
contracts for their entire duration; the remaining performance obligations related to professional services contracts that are on a time
and materials basis were excluded, as the Company elected to apply the practical expedient in accordance with IFRS 15.
F-61
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 20:- REVENUE RECOGNITION (Cont.)
Contract balances:
The following table provides information about trade receivables, unbilled receivables, contract assets, and contract liabilities (deferred
revenues) from contracts with customers (in thousands):
Trade receivables (net of allowance for credit losses of $3,967, $5,071 and $5,416 at January 1,
2021, December 31, 2021 and 2022, respectively)
Unbilled receivables
Contract assets
Long-term unbilled receivables *)
Long-term trade receivables *)
Deferred revenues (short-term contract liabilities)
January, 1
2021
December 31,
2021
2022
$
$
91,986
14,842
4,231
-
1,410
8,793
$
$
116,975
19,614
5,482
-
1,318
10,771
$
$
118,126
26,114
4,240
2,548
735
9,808
An analysis of past due but not impaired trade receivables with reference to reporting date:
Past due trade receivables with aging of
Neither
past
due nor
impaired
Up to 30
days
31-60
days
61-90
days
91-120
days
Over 121
days
Total
Unpaid
deferred
revenues
Allowance
for credit
losses
Total trade
receivables,
net
December 31,
2022
December 31,
2021
$ 67,793
$ 24,150
$ 16,869
$ 12,863
$ 66,316
$ 27,776
$ 13,658
$ 11,454
$
$
4,125
$ 13,311
$ 139,111
$ (15,569) $
(5,416) $
118,126
5,939
$ 10,391
$ 135,534
$ (13,488) $
(5,071) $
116,975
Trade receivables are recorded when the right to consideration becomes unconditional, and an invoice is issued to the customer.
Billing terms and conditions generally vary by contract type. Amounts are billed as work progresses in accordance with agreed-upon
contractual terms, either at periodic intervals (e.g., monthly or quarterly) or upon achievement of contractual milestones.
Unbilled receivables relate to revenue recognized in excess of amounts invoiced as the Company has an unconditional right to invoice
and receive payment in the future related to its fulfilled obligations.
Contract assets relate to unbilled receivables, which represent revenue recognized on arrangements for which billings have not yet been
presented to customers because the amounts were earned but not contractually billable as of the balance sheet date, and the right to
consideration is generally subject to milestone completion, client acceptance or factors other than the passage of time.
Deferred revenues represent contract liabilities, and include unearned amounts received under contracts with customers and not yet
recognized as revenues.
During the year ended December 31, 2022, the Company recognized $10,771 that was included in deferred revenues (short-term
contract liability) balance at January 1, 2022.
*)
Included in Other long-term receivables in the consolidated statements of financial position.
Revenue by timing of revenue recognition was as follows:
Products and services transferred over time
Products transferred at a point in time
F-62
Year ended
December 31,
2021
2022
$
$
449,391
30,934
480,325
$
$
533,862
32,930
566,792
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 21:- SELECTED STATEMENTS OF INCOME DATA
a. Research and development costs, net:
MAGIC SOFTWARE ENTERPRISES LTD
Total costs
Less - capitalized software costs
Research and development, net
b. Selling and marketing expenses:
Salary and related expenses
Advertising expenses
Cost of share-based payment
Others
Total selling and marketing expenses
c. General and administrative expenses:
Salary and related expenses
Subcontractors
Cost of share-based payment
Others
Total general and administrative expenses
Year ended
December 31,
2021
2022
12,188
(3,193)
8,995
$
$
13,149
(3,059)
10,090
Year ended
December 31,
2021
2022
26,100
2,522
956
8,569
38,147
$
$
33,474
2,676
(56)
10,763
46,857
Year ended
December 31,
2021
2022
24,072
3,842
-
3,308
31,222
$
$
21,492
5,335
2,135
8,590
37,552
$
$
$
$
$
$
d. The following table provides detailed breakdown of the Company’s financial income and expenses:
Financial expenses:
Financial expenses related to liabilities in respect of business combinations
Interest expenses on loans and borrowings
Interest expenses attributed to leases
Bank charges, negative foreign exchange differences and other financial expenses
Financial income:
Interest income from deposits, positive foreign exchange differences and other financial income
Financial expenses, net
F-63
Year ended
December 31,
2021
2022
$
$
2,817
615
719
2,468
6,619
113
113
744
1,743
691
2,559
5,737
1,392
1,392
$
6,506
$
4,345
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 21:- SELECTED STATEMENTS OF INCOME DATA (Cont.)
e. Earnings per share:
The following table presents the computation of basic and diluted net earnings per share for the Company:
MAGIC SOFTWARE ENTERPRISES LTD
Numerator:
Net income attributable to Magic shareholders
Denominator:
Basic earnings per share - weighted average shares outstanding
Effect of dilutive securities
Diluted earnings per share – adjusted weighted average shares outstanding
Basic and diluted net earnings per share
NOTE 22:- OPERATING SEGMENTS
Year ended
December 31,
2021
2022
$
29,767
$
40,470
49,055,082
44,972
49,100,054
0.61
49,089,044
42,267
49,131,311
0.82
a. The Company reports its results on the basis of two reportable business segments: software services (which include proprietary and
none proprietary software technology) and IT professional services.
The Company evaluates segment performance based on revenues and operating income of each segment. The accounting policies
of the operating segments are the same as those described in the summary of significant accounting policies.
Headquarters’ general and administrative costs have not been allocated between the different segments.
Software services
The Company develops markets, sells and supports a proprietary and none proprietary application platform, software applications,
business and process integration solutions and related services.
F-64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 22:- OPERATING SEGMENTS (Cont.)
IT professional services
MAGIC SOFTWARE ENTERPRISES LTD
The Company offers advanced and flexible IT services in the areas of infrastructure design and delivery, application development,
technology planning and implementation services, communications services and solutions, as well as supplemental outsourcing
services.
There are no significant transactions between the two segments.
b. The following is information about reported segment results of operation:
2022
Total revenues
Expenses
Operating income (loss)
Depreciation and amortization
2021
Total revenues
Expenses
Operating income (loss)
Depreciation and amortization
Software
services
IT
professional
services
Unallocated
expense
Total
$
$
$
$
$
$
99,374
72,115
27,259
10,321
95,589
74,863
20,726
10,619
$
$
$
$
$
$
467,418
427,446
39,972
9,102
384,736
347,712
37,024
8,846
$
$
$
$
$
$
$
-
5,469
566,792
505,030
(5,469) $
61,762
372
$
19,795
$
-
5,627
480,325
428,202
(5,627) $
52,123
372
$
19,837
F-65
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 22:- OPERATING SEGMENTS (Cont.)
c. The Company’s business is divided into the following geographic areas: United States, Israel, Europe, Japan and other regions.
Total revenues are attributed to geographic areas based on the location of the customers.
The following table presents total revenues classified according to geographical destination for the years ended December 31, 2021
and 2022:
United States
Israel
Europe
Japan
Other
United States
Israel
Europe
Japan
Other
d. The Company’s long-lived assets are located as follows:
Year ended
December 31,
2021
2022
254,342
180,462
30,085
11,443
3,993
480,325
$
$
308,485
205,258
39,247
10,121
3,681
566,792
December 31,
2021
2022
76,369
138,071
4,423
5,543
2,939
227,345
$
$
82,325
148,819
7,885
4,696
2,905
246,630
$
$
$
$
January, 1
2021
$
$
74,577
129,248
5,115
6,428
3,069
218,437
e. The Company does not allocate its assets or liabilities to its reportable segments; accordingly, asset or liabilities information by
reportable segments is not presented.
f.
In 2021 and 2022, the Company had one major customer, included in the IT professional services segment, which accounted for
14% and 15% of the Company revenues, respectively.
F-66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 23:- TRANSITION TO IFRS
MAGIC SOFTWARE ENTERPRISES LTD
These financial statements for the year ended December 31, 2022 are The Company’s first consolidated financial statements prepared in
accordance with IFRS. The date of transition to IFRS is January 1, 2021. For periods up to and including the year ended December 31,
2021, The Company prepared its consolidated financial statements in accordance with U.S. GAAP.
Accordingly, The Company has prepared financial statements that comply with IFRS applicable as of December 31, 2022, together with
the comparative period data for the year ended December 31, 2021, as described in the summary of significant accounting policies
(Note 2). In preparing the financial statements, The Company’s opening consolidated statement of financial position was prepared as of
January 1, 2021, The Company’s date of transition to IFRS. This note explains the principal adjustments made by The Company in
representing its U.S. GAAP financial statements, including the statement of financial position as of January 1 and December 31, 2021
and the financial statements for the year ended December 31, 2021, in order to comply with IFRS.
As a first-time adopter of IFRS, The Company applied IFRS 1 First-time Adoption of International Financial Reporting Standards. The
Standard contains a number of voluntary and mandatory exemptions from the requirement to retrospectively apply IFRS, which The
Company has applied as of January 1, 2021.
The Company has applied the mandatory exceptions and certain optional exemptions as set out below:
Business combinations —
a) With respect to the business combination of all subsidiaries acquired during the years ended December 31 2020 and 2021, which
were consolidated as subsidiaries under the U.S. GAAP in the Company’s consolidated statements of financial position before the
date of the transition to IFRS, the Company elected not to apply IFRS 3 Business Combinations retrospectively. As a result, assets
recognized, and liabilities assumed in past business combinations under U.S. GAAP have remained unchanged at the date of
transition.
F-67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 23:- TRANSITION TO IFRS (Cont.)
Reconciliation of statements of financial position as of January 1, 2021 (date of transition to IFRS) and December 31, 2021:
MAGIC SOFTWARE ENTERPRISES LTD
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Short-term deposits
Trade receivables, net
Unbilled receivables and contract assets
Other accounts receivable and prepaid expenses
Total current assets
LONG-TERM ASSETS:
Severance pay fund
Deferred taxes
Right-of-use assets
Other accounts receivable
Property, plants and equipment, net
Intangible assets, net
Goodwill
Total long-term assets
Total assets
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short term debt
Trade payables
Accrued expenses and other accounts payable
Current maturities of operating lease liabilities
Liabilities in respect of business combinations
Redeemable non-controlling interests
Deferred revenue and customer advances
Total current liabilities
LONG-TERM LIABILITIES:
Long-term debt
Long-term operating lease liabilities
Liability in respect of business combinations
Deferred taxes
Redeemable non-controlling interests
Accrued severance pay, net
Total long-term liabilities
REDEEMABLE NON-CONTROLLING INTEREST
EQUITY
Share capital
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated earnings
Total equity attributable to company shareholders’
Non-controlling interests
Total equity
Total liabilities, redeemable non-controlling interest and equity
F-68
As of January 1, 2021
Other GAAP
Adjustments
and
reclassifications
IFRS
U.S. GAAP
$
$
$
$
$
88,127
289
91,986
19,073
11,751
211,226
4,673
6,397
24,509
5,507
5,988
53,404
135,682
236,160
$
-
-
-
-
-
-
(4,673)
(162)
(1,146)
-
-
-
-
(5,981)
88,127
289
91,986
19,073
11,751
211,226
-
6,235
23,363
5,507
5,988
53,404
135,682
230,179
447,386
$
(5,981) $
441,405
$
11,529
14,250
41,846
3,413
4,998
-
8,793
84,829
13,352
21,109
10,926
17,639
-
5,545
68,571
24,980
1,164
211,713
7,835
39,720
260,432
8,574
269,006
447,386
$
$
69
-
(69)
379
-
14,611
-
14,990
-
121
-
(155)
9,315
(4,673)
(4,608)
(24,980)
-
(23,298)
(398)
22,953
(743)
143
(600)
(5,981) $
11,598
14,250
41,777
3,792
4,998
14,611
8,793
99,819
13,352
21,230
10,926
17,484
9,315
872
73,179
-
1,164
188,415
7,437
62,673
259,689
8,718
268,407
441,405
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 23:- TRANSITION TO IFRS (Cont.)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Short-term deposits
Trade receivables, net
Unbilled receivables and contract assets
Other accounts receivable and prepaid expenses
Total current assets
LONG-TERM ASSETS:
Severance pay fund
Deferred taxes
Right-of-use assets
Other accounts receivable
Property, plants and equipment, net
Intangible assets, net
Goodwill
Total long-term assets
Total assets
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short term debt
Trade payables
Accrued expenses and other accounts payable
Current maturities of operating lease liabilities
Liabilities in respect of business combinations
Redeemable non-controlling interests
Deferred revenue and customer advances
Total current liabilities
LONG-TERM LIABILITIES:
Long-term debt
Long-term operating lease liabilities
Liability in respect of business combinations
Deferred taxes
Redeemable non-controlling interests
Accrued severance pay, net
Total long-term liabilities
REDEEMABLE NON-CONTROLLING INTEREST
EQUITY
Share capital
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated earnings
Total equity attributable to company shareholders’
Non-controlling interests
Total equity
Total liabilities, redeemable non-controlling interest and equity
F-69
MAGIC SOFTWARE ENTERPRISES LTD
As of December 31, 2021
Other GAAP
Adjustments
and
reclassifications
IFRS
U.S. GAAP
$
$
$
$
$
88,090
5,586
116,975
25,096
11,032
246,779
3,646
8,091
24,299
5,165
5,872
51,390
146,803
245,266
$
-
-
-
-
(5)
(5)
(3,646)
(98)
(1,019)
-
-
-
-
(4,763)
88,090
5,586
116,975
25,096
11,027
246,774
-
7,993
23,280
5,165
5,872
51,390
146,803
240,503
492,045
$
(4,768) $
487,277
17,032
24,711
45,173
3,943
6,635
-
10,771
108,265
20,155
20,970
13,892
18,112
-
4,551
77,680
30,432
1,165
211,543
9,294
43,246
265,248
10,420
275,668
492,045
$
$
$
76
-
(82)
(676)
-
23,197
-
22,515
-
937
-
(167)
6,137
(3,646)
3,261
(30,432)
-
(27,496)
(30)
27,414
(112)
-
(112)
(4,768) $
17,108
24,711
45,091
3,267
6,635
23,197
10,771
130,780
20,155
21,907
13,892
17,945
6,137
905
80,941
-
1,165
184,047
9,264
70,660
265,136
10,420
275,556
487,277
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 23:- TRANSITION TO IFRS (Cont.)
Reconciliation of the consolidated statement of profit or loss for the year ended December 31, 2021:
Year ended December 31, 2021
MAGIC SOFTWARE ENTERPRISES LTD
Revenues
Software services
Maintenance and technical support
Consulting services
Total revenues
Cost of revenues:
Software services
Maintenance and technical support
Consulting services
Total cost of revenues
Gross profit
Research and development expenses, net
Selling, marketing expenses
General and administrative expenses
Change in valuation of contingent consideration related to acquisitions
Operating income
Financial expenses
Financial income
Increase in valuation of consideration related to acquisitions
Income before taxes on income
Taxes on income
Net income
Attributable to:
Redeemable non-controlling interests
Non-controlling interests
Equity holders of the Company
Net earnings per share attributable to company Shareholders
Basic and diluted earnings per share
F-70
$
$
$
U.S. GAAP
GAAP
Adjustments
and
reclassifications
$
$
-
-
-
-
-
-
-
-
-
-
-
(888)
-
888
(534)
-
-
354
(81)
435
30,934
36,149
413,242
480,325
12,182
4,144
331,005
347,331
132,994
8,995
38,147
32,110
2,507
51,235
(3,268)
113
(2,817)
45,263
10,359
34,904
3,517
2,055
29,332
$
(3,517)
3,517
435
$
IFRS
30,934
36,149
413,242
480,325
12,182
4,144
331,005
347,331
132,994
8,995
38,147
31,222
2,507
52,123
(3,802)
113
(2,817)
45,617
10,278
35,339
-
5,572
29,767
0.52
$
0.09
$
0.61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 23:- TRANSITION TO IFRS (Cont.)
Notes to the adjustments and reclassifications made in order to comply with IFRS:
1. Deferred taxes
MAGIC SOFTWARE ENTERPRISES LTD
Under the U.S. GAAP, the Company has recognized deferred tax assets and liabilities in respect of right of use assets and lease
liabilities. Adjustment to deferred taxes were recognized to conform with the transition to IFRS, as the book basis of such right of
use assets and lease liabilities differs between U.S. GAAP and IFRS.
2. Post-employment benefits
In accordance with U.S. GAAP, The Company’s liability for severance pay with respect to its Israeli employees (for the period for
which the employees were not included under section 14 of the Severance Pay Law) was calculated pursuant to the Severance Pay
Law, based on the most recent salary of the employees, multiplied by the number of years of employment as of the reporting date.
The Company’s plan assets, which cover part of this obligation, were presented as an asset on the Company’s consolidated
statements of financial position, based on its cash-surrendered value. In accordance with IFRS, the liability for severance pay is
measured using the projected unit credit method and actuarial assumptions (which include rates of employee turnover and future
salary increases based on the estimated timing of payment), and is presented based on discounted expected future cash flows. The
liability for severance pay shown in the statement of financial position, is net of the fair value of the plan assets. Remeasurements
of the net liability are recognized in other comprehensive income in the period in which they occur.
F-71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 23:- TRANSITION TO IFRS (Cont.)
MAGIC SOFTWARE ENTERPRISES LTD
The Company has elected to recognize all cumulative actuarial gains and losses as at the date of transition in retained earnings. The
Company is not required to re-compute the unrecognized portion of actuarial gains and losses from the inception of the defined
benefit plans. Instead, The Company applies IAS 19 Employee Benefits from the date of transition. Therefore, at the date of
transition, The Company recognizes the pension obligations in accordance with IAS 19 Employee Benefits and no unrecognized
actuarial gains and losses are presented at the transition date. The Company’s net liability for severance pay as of January 1, 2021
and December 31, 2021, decreased by $4,673 and $3,646, retrospectively, as a result from the different measurement.
3. Redeemable non-controlling interests
Under U.S. GAAP, redeemable non-controlling interests were classified as mezzanine equity on the consolidated statements and
measured at each reporting period at the higher of their redemption amount or the non-controlling interest book value. The profit
attributed to the redeemable non-controlling interests was recorded in profit or loss and included in “Net income attributable to
redeemable non-controlling interests”. Changes to the redemption amount of the redeemable non-controlling interests were
recorded in retained earnings. Such change to the redemption amount of the redeemable non-controlling interests was excluded
from the net income attributable to Magic shareholders for the purpose of calculating the earnings per share numerator.
In accordance with IFRS, put option granted to non-controlling interests are classified as financial liability on the consolidated
statements of financial position ($ 14,611 and $ 9,315 short-term and long-term, respectively, as of January 1, 2021 and $ 23,197
and $ 6,137 short-term and long-term, respectively, as of December 31, 2021), and measure based on the present value of the
consideration to be transferred upon the exercise of the put option.
When the Company grants to non-controlling interests a put option to sell part or all of their interests in a subsidiary, during a
certain period, even if such purchase obligation is conditional on the counterparty’s exercise of its contractual right to cause such
redemption, if the put option agreement does not transfer to the Company any benefits incidental to ownership of the equity
instrument (i.e. the Company does not have a present ownership in the shares concerned) then at the end of each reporting period
the non-controlling interests (to which a portion of net profit attributable to non-controlling interests is allocated) are classified as a
financial liability, as if such put-able equity instrument was redeemed on that date. The difference between the non-controlling
interests carrying amount at the end of the reporting period and the present value of the liability is recognized directly in equity of
the Company, under “Additional paid-in capital”, and in contrary to U.S. GAAP, such difference has no effect on the calculation of
the earnings per share numerator.
The Company remeasures the financial liability at the end of each reporting period based on the estimated present value of the
consideration to be transferred upon the exercise of the put option.
If the option is exercised in subsequent periods, the consideration paid upon exercise is treated as settlement of the liability. If the
put option expires, the liability is settled and a portion of the investment in the subsidiary disposed of, without loss of control
therein.
F-72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 23:- TRANSITION TO IFRS (Cont.)
4. Right of use assets and lease liabilities
MAGIC SOFTWARE ENTERPRISES LTD
Under U.S. GAAP, ROU assets and liabilities are recognized on the commencement date based on the present value of remaining
lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the
time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental
borrowing rate (“IBR”) based on the information available on the commencement date in determining the present value of lease
payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and
payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the
lease. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives
received. Moreover, the ROU asset may also include initial direct costs, which are incremental costs of a lease that would not have
been incurred if the lease had not been obtained. The Company uses the long-lived assets impairment guidance in ASC Subtopic
360-10, “Property, Plant, and Equipment - Overall,” to determine whether a right-of-use asset is impaired, and if so, the amount of
the impairment loss to recognize. An option to extend the lease is considered in connection with determining the ROU asset and
lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless
it is reasonably certain that the Company will not exercise the option.
In accordance with IFRS, for leases in which the Company is the lessee, the Company recognizes on the commencement date of the
lease a right-of-use asset and a lease liability, excluding leases whose term is up to 12 months and leases for which the underlying
asset is of low value. For these excluded leases, the Company has elected to recognize the lease payments as an expense in profit or
loss on a straight-line basis over the lease term. In measuring the lease liability, the Company has elected to apply the practical
expedient in IFRS 16 and does not separate the lease components from the non-lease components (such as management and
maintenance services, etc.) included in a single contract.
On the commencement date, the lease liability includes all unpaid lease payments discounted at the interest rate implicit in the
lease, if that rate can be readily determined, or otherwise using the Company’s incremental borrowing rate. After the
commencement date, the Company measures the lease liability using the effective interest rate method.
On the commencement date, the right-of-use asset is recognized in an amount equal to the lease liability plus lease payments
already made on or before the commencement date and initial direct costs incurred less any lease incentives received. The right-of-
use asset is measured by applying the cost model and depreciated over the shorter of its useful life or the lease term. The Company
tests for impairment of the right-of-use asset whenever there are indications of impairment pursuant to the provisions of IAS 36.
F-73
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 23:- TRANSITION TO IFRS (Cont.)
5. Reconciliation between the total equity attributable to Magic’s shareholders as reported under the U.S. GAAP as of January 1, 2021
and December 31, 2021 compared to the amounts reported in accordance with IFRS.
As reported in the Company’s consolidated financial
statements as of January 1, 2021 in accordance with U.S.
GAAP:
Transition to IFRS:
Measurement adjustments related to leases
Measurement adjustments related to redeemable non-
controlling interests
Share
Capital
Additional
paid-in
capital
Accumulated
other
comprehensive
income (loss)
Retained
earnings
As of January 1, 2021
Total Equity
attributable
to
Magic’s
shareholders
$
1,164
$
211,713
$
39,720
$
7,835
$
260,432
-
-
-
-
(1,654)
(23,298)
(23,298)
24,607
22,953
-
(398)
(398)
(1,654)
911
(743)
As of January 1, 2021 in accordance with IFRS:
$
1,164
$
188,415
$
62,673
$
7,437
$
259,689
As reported in the Company’s consolidated financial
statements as of December 31, 2021 in accordance with
U.S. GAAP:
Transition to IFRS:
Measurement adjustments related to leases
Measurement adjustments related to redeemable non-
controlling interests
As of December 31, 2021
$
1,165
$
211,543
$
43,246
$
9,294
$
265,248
-
-
-
-
(1,210)
(27,496)
(27,496)
28,624
27,414
-
(30)
(30)
(1,210)
1,098
(112)
As of December 31, 2021 in accordance with IFRS:
$
1,165
$
184,047
$
70,660
$
9,264
$
265,136
6. Certain reclassifications have been made to the consolidated statements of financial position. Such reclassifications affect the
presentation of certain items in the consolidated statement of financial position, and have no impact on net income or equity of The
Company:
Under the U.S. GAAP, redeemable non-controlling interests were presented as a separate mezzanine equity item on the
consolidated statements. In accordance with IFRS, redeemable non-controlling interests are classified as financial liability on the
consolidated statements of financial position ($14,611 and $9,315 short-term and long-term, respectively, as of January 1, 2021 and
$15,454 and $13,880 short-term and long-term, respectively, as of December 31, 2021)
F-74
MAGIC SOFTWARE ENTERPRISES LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 23:- TRANSITION TO IFRS (Cont.)
Finance expenses and income - In accordance with U.S. GAAP, financial income and expense were presented net in the
Company’s consolidated statements of profit or loss (although presented separately in a note). Under the IFRS, the Company has
separately classified financial income and expense in its consolidated financial statements.
Accrued interest on loans – Under U.S. GAAP, the Company elected to present the accrued interest on loans as part of accrued
expenses and other accounts payable in its consolidated statements of financial position. Under IFRS, the Company elected to
reclassify the balance to short term debt in its consolidated statements of financial position, mainly in order to comply with parent
company reporting requirements.
NOTE 24:- SUBSEQUENT EVENTS
a) On March 9, 2023, the Company declared a cash dividend of $14,728, or $0.3 per share to its shareholders of record on April 10,
2023. The dividend was paid on April 20, 2023.
b) On March 27, 2023, the Company entered into a loan agreement with an Israeli bank, pursuant to which , the Company borrowed
$20,000 for a four-year term (the “Bank Loan”). The Bank Loan will mature on March 27, 2027, and will be repaid in four (4)
equal annual instalments of $6,052 (including interest) starting March 27, 2024. The Bank Loan bears interest at the rate SOFR +
3.38%.
- - - - - - - - - - - - - - - - - - -
F-75
MAGIC SOFTWARE ENTERPRISES LTD.
APPENDIX TO CONSOLIDATED FINANCIAL STATEMENTS
Details of the percentage of control of the share capital and voting rights of subsidiaries and an affiliate as of December 31, 2022:
DETAILS OF SUBSIDIARIES AND AFFILIATE
Subsidiary Name
Magic Software Japan K.K
Magic Software Enterprises Inc.
Magic Software Enterprises (UK) Ltd (shares held by Magic Software Enterprises Netherlands B.V.)
Hermes Logistics Technologies Limited (shares held by Magic Software Enterprises (UK) Ltd)
Magic Software Enterprises Spain Ltd (shares held by Magic Software Enterprises Netherlands B.V.)
Coretech Consulting Group, Inc. (shares held by Magic Software Enterprises Inc)
Coretech Consulting Group LLC (shares held by Magic Software Enterprises Inc)
Fusion Solutions LLC. (shares held by Coretech Consulting Group LLC)
Fusion Technical Solutions LLC. (shares held by Fusion Solutions LLC)
Xsell Resources Inc. (shares held by Coretech Consulting Group LLC)
Magic Software Enterprises (Israel) Ltd
Magic Software Enterprises Netherlands B.V.
Magic Software Enterprises France (shares held by Magic Software Enterprises Netherlands B.V.)
Magic Beheer B.V. (shares held by Magic Software Enterprises Netherlands B.V.)
Magic Benelux B.V. (shares held by Magic Beheer B.V.)
Magic Software Enterprises GMBH (shares held by Magic Software Enterprises Netherlands B.V.)
Magic Software Enterprises India Pvt. Ltd
Onyx Magyarorszag Szsoftverhaz (shares held by Magic Software Enterprises Netherlands B.V.)
Magix Integration (Proprietary) Ltd
AppBuilder Solutions Ltd
Complete Business Solutions Ltd
Datamind Technologies Ltd (shares held by Complete Business Solutions Ltd)
CommIT Technology Solutions Ltd
CommIT Software Ltd (shares held by Comm-IT Technology Solutions Ltd.)
CommIT Embedded Ltd (shares held by Comm-IT Technology Solutions Ltd.)
Valinor Ltd. (shares held by Comm-IT Technology Solutions Ltd.)
Dario Solutions IT Ltd (shares held by Comm-IT Technology Solutions Ltd.)
Quickode Ltd (shares held by Comm-IT Technology Solutions Ltd.)
Twingo Ltd (shares held by Comm-IT Technology Solutions Ltd.)
9540 Y.G. Soft I.T Ltd. (shares held by CommIT Software Ltd.)
Pilat Europe Ltd.
Pilat (North America), Inc.
F-76
Country of
Incorporation
Japan
Delaware
United Kingdom
United Kingdom
Spain
Pennsylvania
Delaware
Delaware
Delaware
Pennsylvania
Israel
Netherlands
France
Netherlands
Netherlands
Germany
India
Hungary
South Africa
United Kingdom
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
United Kingdom
New Jersey
Ownership
Percentage
100%
100%
100%
100%
100%
100%
100%
100%
49%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
77.8%
100%
75%
100%
100%
100%
60%
60%
100%
100%
MAGIC SOFTWARE ENTERPRISES LTD.
APPENDIX TO CONSOLIDATED FINANCIAL STATEMENTS
Subsidiary Name
Roshtov Software Industries Ltd
BridgeQuest Labs, Inc. (shares held by BridgeQuest, Inc.)
BridgeQuest, Inc. (shares held by Magic Software Enterprises Inc.)
Allstates Consulting Services LLC (shares held by Magic Software Enterprises Inc.)
F.T.S. - Formula Telecom Solutions Ltd.
FTS Bulgaria Ltd. (FTS Global Ltd.) (shares held by F.T.S. - Formula Telecom Solutions Ltd.)
Comblack IT Ltd
Yes-IT Ltd. (shares held by Comblack IT Ltd)
Shavit Software (2009) Ltd. (shares held by Comblack Ltd)
Infinigy (UK) Holdings Limited
Infinigy (US) Holding Inc (shares held by Infinigy (UK) Holdings Limited)
Infinigy Solutions LLC. (shares held by Infinigy (US) Holding Inc)
Infinigy Engineering LLP (shares held by Infinigy Solutions LLC.).
Skysoft Solutions Ltd. (shares held by CommIT Embedded Ltd.)
Futurewave Systems, Inc. (shares held by Fusion Solutions LLC.)
OnTarget Group, Inc
NetEffects, Inc. (shares held by Coretech Consulting Group LLC)
PowWow Inc.
BA Microwaves Ltd.
Stockell Information Systems Inc.
Mobisoft Ltd.
Magic Hands B.V.
Knowledge & Solutions Software B.V.
Aptonet, Inc.
Comm-IT USA, Inc.
Comblack Municipal Services Ltd.
Shavit Human resource Ltd.
Menarva Ltd.
Enable IT LLC. (shares held by Coretech Consulting Group LLC)
Enable IT Consulting Services Canada Inc. (shares held by Enable IT LLC.)
Appush Technologies Ltd (Formerly known as Vidstart Ltd)
Appush Inc. (Shares held by Appush Technologies Ltd)
The Goodkind Group, LLC
Goodkind Hospitality, LLC
Intrabases SAS
F-77
Country of
Incorporation
Israel
North Carolina
North Carolina
Delaware
Israel
Bulgaria
Israel
Israel
Israel
United Kingdom
Georgia
Georgia
Georgia
Israel
Georgia
North Carolina
Missouri
California
Israel
Missouri
Israel
Netherlands
Netherlands
Georgia
Delaware
Israel
Israel
Israel
Delaware
Canada
Israel
Delaware
New York
Delaware
France
Ownership
Percentage
80%
100%
100%
100%
100%
100%
80.1%
100%
100%
100%
100%
100%
100%
75%
100%
100%
100%
100%
56.67%
100%
73.75%
100%
100%
100%
100%
70%
100%
100%
100%
100%
80.1%
100%
100%
100%
100%
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Magic Software Japan K. K.
Opinion on the Financial Statements
We have audited the accompanying statements of financial position of Magic Software Japan K.K. (the “Company”) as of January 1, 2021,
December 31, 2021 and December 31, 2022, and the related statements of profit or loss, comprehensive income and cash flows and for each of the
two years in the period ended December 31, 2022, and the related notes. In our opinion, based on our audits the financial statements present fairly, in
all material respects, the financial position of the Company at January 1, 2021, December 31, 2021 and December 31, 2022, and the results of its
operations and its cash flows for each of the two years in the period ended December 31, 2022 in conformity with International Financial Reporting
Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), (PCAOB), the
Company’s internal control over financial reporting as of December 31, 2022, based on Section 404 of the Sarbanes-Oxley Act (“SOA”) and our
report dated February 20, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Tokyo, Japan
February 20, 2023
/s/ KDA Audit Corporation
KDA Audit Corporation
F-78
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Magic Software Japan K. K.
Opinion on Internal Control over Financial Reporting
We have audited Magic Software Japan K.K.’s (the “Company”) internal control over financial reporting as of December 31, 2022, based on
Section 404 of the Sarbanes-Oxley Act (“SOA”). In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2022, based on Section 404 of the Sarbanes-Oxley Act (“SOA”).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statements
of financial position of the Company as of December 31, 2021 and 2022, and the related statements of comprehensive income and cash flows for
each of the three years in the period ended December 31, 2022 and our report dated February 20, 2023 expressed unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment of Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the entity’s internal control over financial reporting based on our audit. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in
the United States of America. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and
directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the entity’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Tokyo, Japan
February 20, 2023
/s/ KDA Audit Corporation
KDA Audit Corporation
F-79
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.
S I G N A T U R E S
MAGIC SOFTWARE ENTERPRISES LTD.
By: /s/ Guy Bernstein
Name: Guy Bernstein
Title: Chief Executive Officer
Dated: May 11, 2023
107
C.
ORGANIZATIONAL STRUCTURE
The following table sets forth the legal name, location and country or state of incorporation and percentage ownership of our subsidiaries as of
December 31, 2022:
Exhibit 8.1
Subsidiary Name
Magic Software Japan K.K
Magic Software Enterprises Inc.
Magic Software Enterprises (UK) Ltd (shares held by Magic Software Enterprises Netherlands B.V.)
Hermes Logistics Technologies Limited (shares held by Magic Software Enterprises (UK) Ltd)
Magic Software Enterprises Spain Ltd (shares held by Magic Software Enterprises Netherlands B.V.)
Coretech Consulting Group, Inc. (shares held by Magic Software Enterprises Inc)
Coretech Consulting Group LLC (shares held by Magic Software Enterprises Inc)
Fusion Solutions LLC. (shares held by Coretech Consulting Group LLC)
Fusion Technical Solutions LLC. (shares held by Fusion Solutions LLC)
Xsell Resources Inc. (shares held by Coretech Consulting Group LLC)
Magic Software Enterprises (Israel) Ltd
Magic Software Enterprises Netherlands B.V.
Magic Software Enterprises France (shares held by Magic Software Enterprises Netherlands B.V.)
Magic Beheer B.V. (shares held by Magic Software Enterprises Netherlands B.V.)
Magic Benelux B.V. (shares held by Magic Beheer B.V.)
Magic Software Enterprises GMBH (shares held by Magic Software Enterprises Netherlands B.V.)
Magic Software Enterprises India Pvt. Ltd
Onyx Magyarorszag Szsoftverhaz (shares held by Magic Software Enterprises Netherlands B.V.)
Magix Integration (Proprietary) Ltd
AppBuilder Solutions Ltd
Complete Business Solutions Ltd
Datamind Technologies Ltd (shares held by Complete Business Solutions Ltd)
CommIT Technology Solutions Ltd
CommIT Software Ltd (shares held by Comm-IT Technology Solutions Ltd.)
CommIT Embedded Ltd (shares held by Comm-IT Technology Solutions Ltd.)
Valinor Ltd. (shares held by Comm-IT Technology Solutions Ltd.)
Dario Solutions IT Ltd (shares held by Comm-IT Technology Solutions Ltd.)
Quickode Ltd (shares held by Comm-IT Technology Solutions Ltd.)
Twingo Ltd (shares held by Comm-IT Technology Solutions Ltd.)
9540 Y.G. Soft I.T Ltd. (shares held by CommIT Software Ltd.)
Pilat Europe Ltd.
Pilat (North America), Inc.
Roshtov Software Industries Ltd
BridgeQuest Labs, Inc. (shares held by BridgeQuest, Inc.)
BridgeQuest, Inc. (shares held by Magic Software Enterprises Inc.)
Allstates Consulting Services LLC (shares held by Magic Software Enterprises Inc.)
F.T.S. - Formula Telecom Solutions Ltd.
FTS Bulgaria Ltd. (FTS Global Ltd.) (shares held by F.T.S. - Formula Telecom Solutions Ltd.)
Comblack IT Ltd
Yes-IT Ltd. (shares held by Comblack IT Ltd)
Shavit Software (2009) Ltd. (shares held by Comblack Ltd)
Infinigy (UK) Holdings Limited
Infinigy (US) Holding Inc (shares held by Infinigy (UK) Holdings Limited)
Infinigy Solutions LLC. (shares held by Infinigy (US) Holding Inc)
Infinigy Engineering LLP (shares held by Infinigy Solutions LLC.).
Skysoft Solutions Ltd. (shares held by CommIT Embedded Ltd.)
Futurewave Systems, Inc. (shares held by Fusion Solutions LLC.)
OnTarget Group, Inc
NetEffects, Inc. (shares held by Coretech Consulting Group LLC)
PowWow Inc.
BA Microwaves Ltd.
Stockell Information Systems Inc.
Mobisoft Ltd.
Magic Hands B.V.
Knowledge & Solutions Software B.V.
Aptonet, Inc.
Comm-IT USA, Inc.
Country of
Incorporation
Japan
Delaware
United Kingdom
United Kingdom
Spain
Pennsylvania
Delaware
Delaware
Delaware
Pennsylvania
Israel
Netherlands
France
Netherlands
Netherlands
Germany
India
Hungary
South Africa
United Kingdom
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Israel
United Kingdom
New Jersey
Israel
North Carolina
North Carolina
Delaware
Israel
Bulgaria
Israel
Israel
Israel
United Kingdom
Georgia
Georgia
Georgia
Israel
Georgia
North Carolina
Missouri
California
Israel
Missouri
Israel
Netherlands
Netherlands
Georgia
Delaware
Ownership
Percentage
100%
100%
100%
100%
100%
100%
100%
100%
49%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
77.8%
100%
75%
100%
100%
100%
60%
60%
100%
100%
80%
100%
100%
100%
100%
100%
80.1%
100%
100%
100%
100%
100%
100%
75%
100%
100%
100%
100%
56.67%
100%
73.75%
100%
100%
100%
100%
Subsidiary Name
Comblack Municipal Services Ltd.
Shavit Human resource Ltd.
Menarva Ltd.
Enable IT LLC. (shares held by Coretech Consulting Group LLC)
Enable IT Consulting Services Canada Inc. (shares held by Enable IT LLC.)
Appush Technologies Ltd (Formerly known as Vidstart Ltd)
Appush Inc. (Shares held by Appush Technologies Ltd)
The Goodkind Group, LLC
Goodkind Hospitality, LLC
Intrabases SAS
Roshtov Software Industries Ltd
BridgeQuest Labs, Inc. (shares held by BridgeQuest, Inc.)
BridgeQuest, Inc. (shares held by Magic Software Enterprises Inc.)
Allstates Consulting Services LLC (shares held by Magic Software Enterprises Inc.)
F.T.S. - Formula Telecom Solutions Ltd.
FTS Bulgaria Ltd. (FTS Global Ltd.) (shares held by F.T.S. - Formula Telecom Solutions Ltd.)
Comblack IT Ltd
Yes-IT Ltd. (shares held by Comblack IT Ltd)
Shavit Software (2009) Ltd. (shares held by Comblack Ltd)
Infinigy (UK) Holdings Limited
Infinigy (US) Holding Inc (shares held by Infinigy (UK) Holdings Limited)
Infinigy Solutions LLC. (shares held by Infinigy (US) Holding Inc)
Infinigy Engineering LLP (shares held by Infinigy Solutions LLC.).
Skysoft Solutions Ltd. (shares held by CommIT Embedded Ltd.)
Futurewave Systems, Inc. (shares held by Fusion Solutions LLC.)
OnTarget Group, Inc
NetEffects, Inc. (shares held by Coretech Consulting Group LLC)
PowWow Inc.
BA Microwaves Ltd.
Stockell Information Systems Inc.
Mobisoft Ltd.
Magic Hands B.V.
Knowledge & Solutions Software B.V.
Aptonet, Inc.
Comm-IT USA, Inc.
Comblack Municipal Services Ltd.
Shavit Human resource Ltd.
Menarva Ltd.
Enable IT LLC. (shares held by Coretech Consulting Group LLC)
Enable IT Consulting Services Canada Inc. (shares held by Enable IT LLC.)
Appush Technologies Ltd (Formerly known as Vidstart Ltd)
Appush Inc. (Shares held by Appush Technologies Ltd)
The Goodkind Group, LLC
Goodkind Hospitality, LLC
Intrabases SAS
Country of
Incorporation
Israel
Israel
Israel
Delaware
Canada
Israel
Delaware
New York
Delaware
France
Israel
North Carolina
North Carolina
Delaware
Israel
Bulgaria
Israel
Israel
Israel
United Kingdom
Georgia
Georgia
Georgia
Israel
Georgia
North Carolina
Missouri
California
Israel
Missouri
Israel
Netherlands
Netherlands
Georgia
Delaware
Israel
Israel
Israel
Delaware
Canada
Israel
Delaware
New York
Delaware
France
Ownership
Percentage
70%
100%
100%
100%
100%
80.1%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
80.1%
100%
100%
100%
100%
100%
100%
75%
100%
100%
100%
100%
56.67%
100%
73.75%
100%
100%
100%
100%
70%
100%
100%
100%
100%
80.1%
100%
100%
100%
100%
Exhibit 12.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
I, Guy Bernstein, certify that:
1.
I have reviewed this annual report on Form 20-F of Magic Software Enterprises 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 13(a)-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered
by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over
financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s
internal control over financial reporting.
Date: May 11, 2023
/s/ Guy Bernstein
Guy Bernstein*
Chief Executive Officer
(Principal Executive Officer)
*
The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon
request.
Exhibit 12.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
I, Asaf Berenstin, certify that:
1.
I have reviewed this annual report on Form 20-F of Magic Software Enterprises 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 13(a)-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated Subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered
by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over
financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s
internal control over financial reporting.
Date: May 11, 2023
/s/ Asaf Berenstin
Asaf Berenstin*
Chief Financial Officer
(Principal 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 Magic Software Enterprises Ltd. (the “Company”) on Form 20-F for the period ending December
31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Guy Bernstein, 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.
May 11, 2023
/s/ Guy Bernstein
Guy Bernstein*
Chief Executive Officer
(Principal 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 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 Magic Software Enterprises Ltd. (the “Company”) on Form 20-F for the period ending December
31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Asaf Berenstin, 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.
May 11, 2023
/s/ Asaf Berenstin
Asaf Berenstin*
Chief Financial Officer
(Principal Financial Officer)
*
The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon
request.
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-8 No. 333-149553) pertaining to the 2007 Incentive Compensation Plan of Magic Software Enterprises Ltd.,
(2) Registration Statement (Form S-8 No. 333-132221) pertaining to the 2000 Employee Stock Option Plan of Magic Software Enterprises Ltd.,
(3) Registration Statement (Form S-8 No. 333-113552) pertaining to the 2000 Employee Stock Option Plan of Magic Software Enterprises Ltd.,
of our reports dated May 11, 2023, with respect to the consolidated financial statements of Magic Software Enterprises Ltd. and the effectiveness of
internal control over financial reporting of Magic Software Enterprises Ltd. included in this Annual Report (Form 20-F) of Magic Software Ltd. for
the year ended December 31, 2022.
Tel Aviv, Israel
May 11, 2023
/s/Kost Forer Gabbay and Kasierer
KOST FORER GABBAY and KASIERER
A member of Ernst & Young Global
CONSENT OF INDEPENDENT AUDITORS
OF
Magic Software Japan K.K
Exhibit 15.2
We consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-113552, 333-132221 and 333-
149553) of Magic Software Enterprises Ltd., of our report dated February 20, 2023, with respect to the financial statements of Magic Software Japan
K.K. as of December 31, 2022, which report appears in the Annual Report on Form 20-F of Magic Software Enterprises Ltd. for the year ended
December 31, 2022.
/s/ KDA Audit Corporation
KDA Audit Corporation
Registered Auditors
Tokyo, Japan
May 9, 2023