Eltek Ltd 6-K, filed Aug 21, 2023
Eltek Ltd (ELTK)
6-K
2023-08-21
For: 2023-06-30
View Original
Added on
April 09, 2026
About this 6-K
Eltek Ltd filed this 6-K on August 21, 2023.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission file number 000-28884
(Name of Registrant)
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
This Form 6-K is being incorporated by reference into the Registrant’s Form S-8 Registration Statements File Nos. 333-130611 and 333-123559.
Eltek Ltd.
EXPLANATORY NOTE
The following exhibits are attached:
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
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Eltek Ltd.
(Registrant)
By: /s/Ron Freund
Ron Freund
Chief Financial Officer
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Dated: August 21, 2023
Exhibit 99.1
ELTEK LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2023
U.S. Dollars in thousands
UNAUDITED
INDEX
Page | |
F-2 - F-3 | |
F-4 | |
F-5 - F-6 | |
F-7 - F-8 | |
F-9 - F-17 |
ELTEK LTD. AND ITS SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
|
June 30,
|
December 31,
|
||||||||||
|
Note
|
2023
|
2022
|
|||||||||
|
Unaudited
|
|||||||||||
|
ASSETS
|
|||||||||||
|
CURRENT ASSETS:
|
|||||||||||
|
Cash and cash equivalents
|
3
|
|
|
||||||||
|
Trade receivables (net of allowance for doubtful accounts of $
|
|
|
|||||||||
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Inventories
|
4
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|
|
||||||||
|
Other accounts receivable and prepaid expenses
|
|
|
|||||||||
|
Total current assets
|
|
|
|||||||||
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LONG-TERM ASSETS:
|
|||||||||||
|
Severance pay fund
|
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|||||||||
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Restricted deposit
|
|
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|||||||||
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Long-term tax receivables
|
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|||||||||
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Deferred tax asset, net
|
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|
|||||||||
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Operating lease right-of-use assets
|
|
|
|||||||||
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|
||||||||||
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Property and equipment, net
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|
|||||||||
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Total long-term assets
|
|
|
|||||||||
|
Total assets
|
|
|
|||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 2
ELTEK LTD. AND ITS SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
|
June 30,
|
December 31,
|
||||||||||
|
Note
|
2023
|
2022
|
|||||||||
|
Unaudited
|
|||||||||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||||||||||
|
CURRENT LIABILITIES:
|
|||||||||||
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Current maturities of long-term debt
|
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|
|||||||||
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Trade payables
|
|
|
|||||||||
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Other accounts payable and accrued expenses
|
|
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|||||||||
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Short-term operating lease liabilities
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|
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|||||||||
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Total current liabilities
|
|
|
|||||||||
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LONG-TERM LIABILITIES:
|
|||||||||||
|
Long-term debt, excluding current maturities
|
|
|
|||||||||
|
Accrued severance pay
|
|
|
|||||||||
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Long-term operating lease liabilities
|
|
|
|||||||||
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Total long-term liabilities
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|
|
|||||||||
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COMMITMENTS AND CONTINGENT LIABILITIES
|
5
|
|
|
||||||||
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SHAREHOLDERS' EQUITY:
|
6
|
||||||||||
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Share capital -
|
|||||||||||
|
Ordinary shares of NIS
Authorized:
|
|
|
|||||||||
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Additional paid-in capital
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|
|||||||||
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Foreign currency translation adjustments
|
|
|
|||||||||
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Capital reserves
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|
|
|||||||||
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Accumulated deficit
|
(
|
)
|
(
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)
|
|||||||
|
Total shareholders' equity
|
|
|
|||||||||
|
Total liabilities and shareholders' equity
|
|
|
|||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 3
ELTEK LTD. AND ITS SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
U.S. dollars in thousands (except per share data)
|
|
Note
|
Six months ended June 30,
|
Three months ended June 30,
|
||||||||||||||||
|
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||||
|
Unaudited
|
|||||||||||||||||||
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Revenues
|
7
|
|
|
|
|
||||||||||||||
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Cost of revenues
|
|
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|||||||||||||||
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Gross profit
|
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|||||||||||||||
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Operating expenses:
|
|||||||||||||||||||
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Research and development, net
|
|
|
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|||||||||||||||
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Selling, general and administrative
|
|
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|||||||||||||||
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Operating income
|
|
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|||||||||||||||
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Finance income, net
|
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|
|||||||||||||||
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Income before income taxes
|
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|
|||||||||||||||
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Taxes on income
|
8
|
|
|
|
|
||||||||||||||
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Net income
|
|
|
|
|
|||||||||||||||
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|
|||||||||||||||||||
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Other comprehensive income (loss):
|
|||||||||||||||||||
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Foreign currency translation adjustments
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||
|
Total comprehensive income (loss)
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
|
|
|||||||||||||||||||
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Basic and diluted income per ordinary share
|
|
|
|
|
|||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 4
ELTEK LTD. AND ITS SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
U.S. dollars in thousands (except share data)
|
Company's shareholders
|
||||||||||||||||||||||||||||
|
Ordinary
shares
|
Amount
|
Additional
paid-in
capital
|
Accumulated
other
comprehensive
income (loss)
|
Capital
reserves
|
Accumulated
deficit
|
Total
|
||||||||||||||||||||||
|
Balance as of April 1, 2023
|
|
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(
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)
|
|
||||||||||||||||||||
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Share-based compensation
|
-
|
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|
|
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|
|||||||||||||||||||||
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Exercise of stock options
|
|
|
|
|
|
|
|
|||||||||||||||||||||
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Comprehensive income:
|
||||||||||||||||||||||||||||
|
Foreign currency translation adjustments
|
-
|
|
|
(
|
) |
|
|
(
|
)
|
|||||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance as of June 30, 2023
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
|
Balance as of April 1, 2022
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Comprehensive income:
|
||||||||||||||||||||||||||||
|
Foreign currency translation adjustments
|
-
|
|
|
(
|
) |
|
|
(
|
)
|
|||||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance as of June 30, 2022
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 5
ELTEK LTD. AND ITS SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
U.S. dollars in thousands (except share data)
|
Company's shareholders
|
||||||||||||||||||||||||||||
|
Ordinary
shares
|
Amount
|
Additional
paid-in
capital
|
Accumulated
other
comprehensive
income (loss)
|
Capital
reserves
|
Accumulated
deficit
|
Total
|
||||||||||||||||||||||
|
Balance as of January 1, 2023
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Exercise of stock options
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Comprehensive income:
|
||||||||||||||||||||||||||||
|
Foreign currency translation adjustments
|
-
|
|
|
(
|
) |
|
|
(
|
)
|
|||||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance as of June 30, 2023
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
|
Balance as of January 1, 2022
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Exercise of stock options
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Comprehensive income:
|
||||||||||||||||||||||||||||
|
Foreign currency translation adjustments
|
-
|
|
|
(
|
) |
|
|
(
|
)
|
|||||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance as of June 30, 2022
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 6
ELTEK LTD. AND ITS SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Six months ended
June 30,
|
||||||||
|
2023
|
2022
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income
|
|
|
||||||
|
Adjustments required to reconcile net income to net cash flows provided by operating activities:
|
||||||||
|
Depreciation
|
|
|
||||||
|
Share-based compensation
|
|
|
||||||
|
Changes in deferred income tax assets, net
|
|
|
||||||
|
Increase (decrease) in employee severance benefits, net
|
|
|
||||||
|
Decrease (increase) in trade receivables, net
|
(
|
)
|
(
|
)
|
||||
|
Decrease (increase) in operating lease right-of-use assets
|
|
|
||||||
|
Increase (decrease) in operating lease liabilities
|
(
|
)
|
(
|
)
|
||||
|
Decrease (increase) in other receivables and prepaid expenses
|
(
|
)
|
|
|||||
|
Decrease (increase) in inventories
|
(
|
)
|
(
|
)
|
||||
|
Increase (decrease) in trade payables
|
|
|
||||||
|
Increase (decrease) in other liabilities and accrued expenses
|
|
|
||||||
|
Net cash provided by operating activities
|
|
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchase of property and equipment
|
(
|
)
|
(
|
)
|
||||
|
Insurance Proceeds
|
|
|
||||||
|
Restricted deposits
|
|
|
(
|
)
|
||||
|
Net cash used in investing activities
|
|
(
|
)
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Exercise of options
|
|
|
||||||
|
Repayment of long-term loans
|
(
|
)
|
(
|
)
|
||||
|
Repayment of property and equipment payables
|
|
(
|
)
|
|||||
|
Net cash used in financing activities
|
(
|
)
|
(
|
)
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 7
ELTEK LTD. AND ITS SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.)
U.S. dollars in thousands
|
Six months ended
June 30,
|
||||||||
|
2023
|
2022
|
|||||||
|
Effect of exchange rate on cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
|
Increase (decrease) in cash and cash equivalents
|
|
(
|
)
|
|||||
|
Cash and cash equivalents at the beginning of the year
|
|
|
||||||
|
Cash and cash equivalents at end of the year
|
|
|
||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Interest
|
|
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 8
ELTEK LTD. AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 1:- |
DESCRIPTION OF BUSINESS AND GENERAL
|
| a. |
General:
Eltek Ltd. ("the Company") was established in Israel in 1970, and its ordinary shares have been publicly traded on the NASDAQ Capital Market ("NASDAQ") since 1997. Eltek Ltd. and its subsidiaries (Eltek USA Inc. and Eltek Europe GmbH) are collectively referred to as "the Company". As of June 30, 2023, Eltek Europe GmbH is inactive.
The Company manufactures, markets and sells custom made printed circuit boards ("PCBs") including, high density interconnect, flex-rigid and multi-layered boards. The principal markets of the Company are in Israel, Europe, North America and India.
The Company markets its products mainly to the medical device, defense and aerospace, industrial, telecom and networking equipment industries, as well as to contract electronic manufacturers.
The Company is controlled by Nistec Golan Ltd ("Nistec Golan"). Nistec Golan is controlled indirectly by Mr. Yitzhak Nissan, who owns, indirectly through Nistec Holdings Ltd., all of the shares of Nistec Golan (Nistec Holdings Ltd. and/or any of its subsidiaries are referred to as "Nistec").
|
| b. |
Financial covenants:
The Company is required to maintain certain financial covenants, including: (i) adjusted shareholders' equity (excluding certain intangible and other assets) equal to the greater of $
|
| c. |
Business risks and condition:
The Company’s business is subject to numerous risks including, but not limited to, the impact of currency exchange rates (mainly NIS/US$), the Company's ability to implement its sales and manufacturing plans, the impact of competition from other companies, the Company's ability to receive regulatory clearance or approval to market its products, changes in regulatory environment, domestic and global economic conditions and industry conditions, and compliance with environmental laws and regulations.
As of June 30, 2023, the Company's working capital amounted to $
|
F - 9
ELTEK LTD. AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
|
|
The accompanying consolidated unaudited financial statements have been prepared in a condensed format and include the consolidated unaudited financial operations of the Company as of June 30, 2023 and for the six month periods then ended, in accordance with U.S. GAAP, relating to the preparation of financial statements for interim periods.
Accordingly, the accompanying consolidated unaudited financial statements do not include all the information and footnotes required by generally accepted accounting principles for a complete set of financial statements. These consolidated unaudited financial statements should be read in conjunction with the audited financial statements and the accompanying notes of the Company for the year ended December 31, 2022 that are included in the Company's Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 29, 2023 (the "Annual Report"). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ended December 31, 2023.
|
| NOTE 3:- |
CASH AND CASH EQUIVALENTS
|
|
June 30,
|
December 31,
|
|||||||
|
2023
|
2022
|
|||||||
|
Unaudited
|
||||||||
|
Denominated in U.S. dollars
|
|
|
||||||
|
Denominated in NIS
|
|
|
||||||
|
Denominated in Euro
|
|
|
||||||
|
|
|
|||||||
| NOTE 4:- |
INVENTORIES
|
|
June 30,
|
December 31,
|
|||||||
|
2023
|
2022
|
|||||||
|
Unaudited
|
||||||||
|
Raw materials
|
|
|
||||||
|
Work-in-progress
|
|
|
||||||
|
Finished goods
|
|
|
||||||
|
|
|
|||||||
|
During the periods ended June 30, 2023 and June 30, 2022, the Company recorded inventory write-offs in the amounts of $
|
F - 10
ELTEK LTD. AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 5:- |
COMMITMENTS AND CONTINGENT LIABILITIES
|
| a. |
Pledges:
|
| 1. |
The Company has pledged certain items of its equipment and the rights to any insurance claims on such items to secure its debts to banks, as well as placed floating liens on all of its remaining assets in favor of the banks.
|
| 2. |
The Company has also pledged machines to secure its indebtedness to certain suppliers that provided financing for such equipment.
|
| b. |
Indemnification agreement:
The Company entered into indemnification agreements with each of its directors and officers and undertook to enter into the same agreement with future directors and officers. Such indemnification amount will not exceed: (i) the value of
|
|
F - 11
ELTEK LTD. AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 5:- |
COMMITMENTS AND CONTINGENT LIABILITIES (CONT.)
|
|
The Israeli Companies Law provides that an Israeli company cannot exculpate an officer holder from liability with respect to a breach of his or her duty of loyalty. If permitted by its articles of association, a company may exculpate in advance an officer from his or her liability to the company, in whole or in part, with respect to a breach of his or her duty of care. However, a company may not exculpate in advance a director from his or her liability to the company with respect to a breach of his duty of care with respect to distributions.
The Company's articles of association allow it to exculpate any officer holder from his or her liability for breach of duty of care, to the maximum extent permitted by law, before or after the occurrence giving rise to such liability.
|
| c. |
Contingent Liabilities:
Environmental Related Matters
In March 2019, representatives of the Ministry of Environmental Protection inspected the Company's premises and issued a warning related to an alleged breach of the Clean Air Law and a warning related to the Hazardous Materials Law (1993). On July 18, 2022, the Company received a notification from the Ministry of Environmental Protection about its intention to impose a penalty of approximately $
In January 2023, the Company received a notification from the Ministry of Environmental Protection about its intention to impose a penalty of approximately $
|
F - 12
ELTEK LTD. AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 5:- |
COMMITMENTS AND CONTINGENT LIABILITIES (CONT.)
|
|
Employee related matters
In May 2008, June 2019 and November 2019, lawsuits were filed by three employees alleging that they had suffered personal injuries during their employment and they are seeking aggregate financial compensation of approximately $
In January 2011 and December 2019, five additional employees notified the Company that they allegedly suffered personal injuries during their employment with the Company. Of these five employees, two are seeking compensation of $
The above-mentioned claims were submitted to the Company’s insurance company, which informed the Company that it is reviewing the statements of claim without prejudicing its rights to deny coverage.
During the period February 2019 through October 2020,
|
| NOTE 6:- |
SHAREHOLDERS' EQUITY
|
|
Stock Option Plan:
The Company’s 2018 Share Incentive Plan (the "Plan") authorizes the grant of options to purchase shares and restricted shares units (“RSUs”) to officers, employees, directors and consultants of the Company and its subsidiaries. Awards granted under the Plan to participants in various jurisdictions may be subject to specific terms and conditions for such grants as may be approved by the Company’s board from time to time.
Each option granted under the Plan is exercisable for a period of
As of June 30, 2023 options to purchase
|
||
F - 13
ELTEK LTD. AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 6:- |
SHAREHOLDERS' EQUITY (CONT.)
|
|
A summary of employee option activity under the Plan as of June 30, 2023 and changes during the six months period ended June 30, 2023 are as follows:
|
|
Number of
options
|
Weighted-average exercise
price
|
Weighted- average remaining contractual life
(in months)
|
Aggregate intrinsic
value
(in thousands)
|
|||||||||||||
|
Outstanding at January 1, 2023
|
|
|
|
|
||||||||||||
|
Exercised
|
|
|
-
|
-
|
||||||||||||
|
Forfeited
|
|
|
-
|
-
|
||||||||||||
|
Outstanding at June 30, 2023
|
|
|
|
|
||||||||||||
|
Exercisable at June 30, 2023
|
|
|
|
|
||||||||||||
|
The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing share price on the last trading day of the second quarter of fiscal 2023 and the exercise price, multiplied by the number of in-the-money options). This amount changes based on the fair market value of the Company's share. As of June 30, 2023, there was approximately $
|
| NOTE 7:- |
ENTITY WIDE DISCLOSURES
|
| a. |
Customers who accounted for over 10% of the total consolidated revenues:
|
|
Six months ended
June 30,
|
Three months ended
June 30,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
Unaudited
|
||||||||||||||||
|
Customer A - sales of manufactured products
|
|
%
|
|
%
|
|
%
|
|
%
|
||||||||
|
Customer B - Sales of manufactured products
|
|
%
|
|
%
|
|
%
|
|
%
|
||||||||
| b. |
Revenues by geographic areas:
|
|
Six months ended
June 30,
|
Three months ended
June 30,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
Unaudited
|
||||||||||||||||
|
Israel
|
|
|
|
|
||||||||||||
|
North America
|
|
|
|
|
||||||||||||
|
Netherlands
|
|
|
|
|
||||||||||||
|
India
|
|
|
|
|
||||||||||||
|
Others
|
|
|
|
|
||||||||||||
|
|
|
|
|
|||||||||||||
F - 14
ELTEK LTD. AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 8:- |
TAXES ON INCOME
|
| a. |
Deferred tax assets and liabilities:
The Company has net operating loss carryforwards for tax purposes of approximately $
|
| b. |
Reconciliation of the theoretical income tax expense to the actual income tax expense:
For the six months period ended June 30, 2023 and 2022 the main differences between the theoretical tax expenses (statutory tax rate of
|
| NOTE 9:- |
RELATED PARTY BALANCES AND TRANSACTIONS
|
|
Nistec, the controlling shareholder of the Company, is also a customer of the Company. The Company sells products to Nistec, pays management fees to Nistec, purchases certain services from Nistec and shares certain expenses with Nistec, for services that it acquires jointly with Nistec. The Company's transactions with Nistec were carried out on an arm's-length basis.
|
| a. |
Balances with related parties:
|
|
Six months ended
June 30,
|
Year ended
December 31,
|
|||||||
|
2023
|
2022
|
|||||||
|
Unaudited
|
||||||||
|
Trade accounts receivable
|
|
|
||||||
|
Trade accounts payable
|
|
|
||||||
| b. |
Transactions with related parties:
|
|
Six months ended
June 30,
|
Three months ended
June 30,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
Unaudited
|
||||||||||||||||
|
Revenues
|
|
|
|
|
||||||||||||
|
Purchases, selling, general and administrative expenses
|
|
|
|
|
||||||||||||
F - 15
ELTEK LTD. AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 9:- |
RELATED PARTY BALANCES AND TRANSACTIONS (CONT.)
|
|
PCB purchases by Nistec - Nistec purchases PCBs from the Company solely to provide assembled boards to its customers. The Company sells to Nistec based on its standard pricing, which may be subject to a discount of up to ten percent (
Soldering and assembly services - The Company may acquire soldering services and/or purchase services from Nistec. Nistec’s pricing for its soldering services will be its standard pricing (the “Pricing”), less a five percent (
Managements fees - In September 2019, the Company's Audit Committee, Compensation Committee and Board of Directors, as applicable, approved the terms of the amended Management Agreement. This amended Management Agreement was approved by the Company's shareholders in the annual general meeting, held on December 5, 2019. Nistec is entitled to a monthly management fee of NIS
Subject to Company’s reimbursement policy approved by the Audit Committee on May 15, 2016, Mr. Nissan receives reimbursement of travel expenses (other than food and beverage expenses) while traveling internationally on behalf of the Company, provided that such reimbursement will not exceed an aggregate amount of NIS
|
||
F - 16
ELTEK LTD. AND ITS SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 9:- |
RELATED PARTY BALANCES AND TRANSACTIONS (CONT.)
|
|
In addition, the Company's shareholders in the annual general meetings held on December 5, 2019, October 29, 2020 and August 31, 2022 approved the following:
|
| a. |
The extension of the Directors and Officers Indemnity Agreement with Mr. Yitzhak Nissan.
|
| b. |
The extension of the Exculpation Letter for an additional three (3) year period
|
| c. |
The application of the Company’s directors and officers' liability insurance policy with respect to Mr. Yitzhak Nissan
|
| d. |
The revised terms of employment of Yitzhak Nissan's daughter who is employed by the Company as a special project manager.
|
| NOTE 10:- |
SUBSEQUENT EVENTS
|
|
Subsequent to the balance sheet date, the Company's Board of Directors approved the grant of
In addition, the Board has approved grants of
|
F - 17
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion and analysis which follows contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act
of 1934 which reflect our current views with respect to future events and financial results. These include statements regarding our earnings, projected growth and forecasts, and similar matters which are not historical facts. We remind shareholders
that forward-looking statements are merely predictions and therefore are inherently subject to uncertainties and other factors which could cause the actual future events or results to differ materially from those described in the forward-looking
statements.
The interim condensed consolidated financial statements appearing elsewhere in this report should be read in conjunction with the audited
consolidated financial statements and notes thereto included in our Annual Report on Form 20-F for the year ended December 31, 2022. The results of operations for the six months ended June 30, 2023, are not necessarily indicative of the operating
results for the full fiscal year.
Overview
We manufacture, market and sell technologically advanced custom-made printed circuit boards, or PCBs, including high density interconnect, or HDI, flex-rigid
and rigid, with high layer count boards. Our principal customers include manufacturers of defense and aerospace, medical, industrial, telecom and networking equipment, as well as contract electronic manufacturers. PCBs are constructed from a
variety of base raw materials. PCBs can be double-sided or multi-layered and made of rigid, flexible, flex-rigid or high-frequency materials. In essence, they are platforms that conduct electrical signals among active and passive microelectronics
components, microprocessors, memories, resistors and capacitors. Photolithographic type processes transfer the images of the electrical circuit onto the layers, and chemical processes etch these lines on the boards. Our
focus is on short run quick-turnaround, prototype, pre-production and low to medium volume runs of high-end PCB products for high growth, advanced electronics applications, mainly flex-rigid PCBs. We also act as an agent for the importation of PCBs
from Southeast Asia when customers require high volume production runs, although such activity was less material in recent years.
Critical Accounting Estimates
The preparation of our consolidated financial statements and other financial information requires our management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate on an on-going basis these estimates, mainly related to inventory, deferred tax assets and share-based
compensation expenses.
We base our estimates on our experience and on various assumptions that we believe are reasonable under the circumstances. The results of our estimates form the
basis for our management’s judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial information:
Inventory
We are required to state our inventories at the lower of cost or net realizable value. Cost is determined on the weighted average basis for raw materials. For
work in progress and finished goods, the cost is determined based on calculation of accumulated actual direct and indirect costs. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable
costs of completion, disposal, and transportation.
We periodically evaluate the inventory quantities on hand relative to historical and projected sales volumes, current and historical selling prices and
contractual obligations to maintain certain levels of parts. Based on these evaluations, inventory write-offs are provided to cover risks arising from slow-moving items, discontinued products, excess inventories, market prices lower than cost and
adjusted revenue forecasts. Any write-off is recognized in our consolidated statements of income as cost of revenues. In addition, if required, we record a liability for firm non-cancelable and unconditional purchase commitments with contract
manufacturers for quantities in excess of our forecast of future demand consistent with our valuation of excess and obsolete inventory.
The process for evaluating these write-offs often requires us to make subjective judgments and estimates concerning future sales potential at which such
inventory will be sold in the normal course of business. Incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed of or sold. Given the significant assumptions required
and the possibility that actual conditions will differ, we consider the valuations to be a critical accounting estimate.
Explanation of Key Income Statement Items
Revenues. Our revenues are mainly derived from sales of PCBs, including high density interconnect,
flex-rigid and multi-layered boards. The principal markets of the Company are in Israel, Europe, India and North America.
Cost of Revenues. Cost of revenues consists primarily of salaries, raw materials, subcontractor
expenses, related depreciation costs, inventories write-downs and overhead allocated to cost of revenues activities.
Selling, General and Administrative Expenses. Selling, general
and administrative expenses consist primarily of salaries and related expenses for executive and for selling, and marketing personnel, marketing activities, accounting, legal, administrative personnel, professional
fees, provisions for doubtful accounts and other general corporate expenses.
Financial Expenses, Net. Financial expenses consist of interest and bank expenses, interest on loans,
and currency re-measurement losses. Financial income consists of interest on cash and cash equivalent balances and currency re-measurement gains.
Results of Operations
Revenues. Our revenues for the six months ended June 30, 2023, were $22.5
million as compared to $18.9 million for the six months ended June 30, 2022, an increase of $3.6 million, or 19%. The increase in revenues is primarily attributable to the increased demand for our products mainly due to the shift back of
PCB manufacturing to Western countries and increased demand in the defense and aerospace segments.
Cost of Revenues. Cost of revenues increased by 8.8% to $16.5 million for the six months ended June 30,
2023 from $15.2 million for the six months ended June 30, 2022. The increase in our cost of revenues is attributable to the 19% increase in revenues.
Gross Profit. Our gross profit increased to $6.0 million or 26.5% for the six months ended June 30,
2023 from $3.6 million, or 19.3% for the six months ended June 30, 2022. The increase in our gross profit and gross margin in 2023 was mainly attributable to the increase in revenues and the stable fixed expenses component included in cost of goods
sold.
Our operating expenses were $3.0 million for the six months ended June 30, 2023 as compared to $2.6 million for the six months ended June 30,
2022. Operating expenses in the 2023 period include a one-time expense in the amount of $0.35 million in regard to a penalty for an alleged breach of the Clean Air Law during the years 2019-2020.
Financial Expenses, Net. We had net financial income of $0.5 million in
first six months of 2023 compared to net income of $0.7 million in the first six months of 2022. The decrease in financial income is primarily attributable to the rate of devaluation of the NIS exchange rate against the US Dollar and its
impact on our outstanding Dollar denominated balances.
Net Profit. Our net profit for first six months of 2023 was $2.9 million compared to net profit of $1.4
million in the first six months of 2022.
Liquidity and Capital Resources
Historically, we have financed our operations through cash generated by operations, shareholder loans, long-term and short-term bank loans, borrowings under
available credit facilities and the proceeds from our initial public offering in 1997 and rights offerings in 2019 and 2020.
As of June 30, 2023, our cash position (cash and cash equivalents) totaled $8.3 million compared to $7.4 million in cash and cash equivalents as
of December 31, 2022. As of June 30, 2023, we had working capital of $14.6 million as compared to working capital of $12.9 million as of December 31, 2022.
During the first six months of 2023 we repaid all of our long-term loans (including current maturities) from banks. As of June 30, 2023, we had revolving lines
of credit aggregating NIS 8.7 million ($2.4 million) with our banks, none of which was utilized as of such date. As of June 30, 2023, we were in compliance with our banks' covenants. All of our assets are pledged as security for our liabilities to
our banks, whose consents are required for any future pledge of such assets.
Net cash provided by operating activities for the first six months of 2023 was $2.9 million as compared to $0.9 million during the first six months of 2022.
This was primarily due to the net profit of $2.9 million incurred during this period and non-cash expenses in the amount of $1.3 which were offset mainly by an increase in trade receivables and inventories.
Net cash provided by investing activities during the first six months of 2023 was $1.5 million as compared to net cash used in
investing activities of $0.6 million during the first six months of 2022. This was primarily due to proceeds from insurance in the amount of $2 million which were received during the first six months of 2023.
Net cash used in financing activities during the first six months of 2023 was $3.0 million, mainly attributable to repayment of long-term debt,
compared to cash used in financing activities of $0.2 million during the first six months of 2022.
Our working capital requirements and cash flow provided by our operating and financing activities are likely to vary from quarter to quarter, depending on the
following factors: (i) the timing of orders and deliveries; (ii) net profit in the period; (iii) the purchase of new equipment; (iv) the build‑up of inventories; (v) the payment terms offered to our customers; (vi) the payment terms offered by our
suppliers; (vii) the repayment of existing lines of credit and loans; and (vii) approval of the current or additional lines of credit and long-term loans from banks.
To the extent that the funds generated from our operations and our existing capital resources are insufficient to fund our operating, financial and capital
investment requirements, we will need to raise additional funds through public or private financing or other sources. Additional financing may not be available on commercially reasonable terms, if at all. If adequate funds are not available on
terms acceptable to us, we may be required to delay, scale back or eliminate certain aspects of our operations, and our business, financial condition and results of operations would be materially adversely affected.
Corporate Tax Rate
The corporate tax in Israel, as of June 30, 2023, is 23%. According to the Law for the Encouragement of Capital Investments and our Preferred
Enterprise status, our applicable tax rate is 16%.
Impact of Currency Fluctuation and of Inflation
A significant portion of the cost of our Israeli operations, primarily personnel and facility-related, is incurred in NIS. Therefore, our NIS
related costs, as expressed in Dollars, are influenced by the exchange rate between the Dollar and the NIS. In addition, if the rate of inflation in Israel will exceed the rate of devaluation of the NIS in relation to the Dollar, or if the timing
of such devaluations were to lag considerably behind inflation, our cost as expressed in Dollars may increase. NIS linked balance sheet items may also create foreign exchange gains or losses, depending upon the relative Dollar values of the NIS at
the beginning and end of the reporting period, affecting our net income and earnings per share. Although we may use hedging techniques, we may not be able to eliminate the effects of currency fluctuations. Therefore, exchange rate fluctuations
could have a material adverse impact on our operating results and share price.