(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
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.
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).
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.
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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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:
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 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):
PART I
| ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
Not applicable.
| ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable.
|
B. |
Capitalization and Indebtedness
|
|
C. |
Reasons for the Offer and Use of Proceeds
|
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. These risk factors include:
Risks Related to Our Business and Our Industry
| • |
We have a history of operating losses and may not be able to achieve and sustain long term profitable operations. We may not
have sufficient resources to fund our operations in the future. |
| • |
We may require additional capital in the future, which may not be available to us. |
| • |
The spread of novel strain of coronavirus, COVID-19, may adversely affect our business operations and financial condition.
|
| • |
We are dependent on one-of-a-kind machinery that may malfunction and may not be easily replaced. |
| • |
Because competition in the PCB market is intense, our business, operating results and financial condition may be adversely affected.
|
| • |
Rapid changes in the Israeli and international electronics industries and recessionary pressures may adversely affect our business.
|
| • |
Our products and product components need to meet certain industry standards. |
| • |
Key customers account for a significant portion of our revenues. The loss of a key customer would have an adverse impact on our business
results. |
| • |
We are dependent upon a select number of suppliers for timely delivery of key raw materials and the loss of one or more of these
suppliers or delays in supply of these raw materials would adversely affect our manufacturing ability. If these suppliers delay
or discontinue the manufacture or supply of these raw materials, we may experience delays in production and shipments, increased costs
and cancellation of orders for our products. |
| • |
Our results of operations may be adversely affected by currency fluctuations. |
| • |
Unfavorable national and global economic conditions could adversely affect our business, operating results and financial condition.
|
| • |
We are subject to environmental laws and regulations. Compliance with those laws and regulations requires us to incur costs and we
are subject to fines or other sanctions for non-compliance. |
| • |
We have in the past been, and currently are, subject to claims and litigation relating to environmental matters. If we are
found to be in violation of environmental laws, we could be liable for damages and costs of remediation and may be subject to a halt in
production, which may adversely affect our business, operating results and financial condition. |
| • |
We may fail to be in compliance with financial covenants in our loan agreements. |
| • |
We may not succeed in our efforts to expand our activity in the U.S. and other foreign markets. If we are unsuccessful, our
future revenues and profitability would be adversely affected. |
| • |
We may be subject to the requirements of the National Industrial Security Program Operating Manual for our facility security clearance,
which is a prerequisite to our ability to work on classified contracts for the U.S. government. |
| • |
We may encounter difficulties with our international operations and sales that may have a material adverse effect on our sales and
profitability. |
| • |
Compliance with the conditions of a new business permit issued to us in 2018, if required, may be costly. We may become subject to
certain sanctions, including significant fines, criminal proceedings and in an unlikely event an order shutting down our factory.
|
| • |
Damage to our manufacturing facilities due to fire, natural disaster, or other events could materially adversely affect our business,
financial condition, and results of operations. |
| • |
Our quarterly operating results fluctuate significantly. Results of operations in any period should not be considered indicative
of the results to be expected for any future period. |
| • |
Our products and related manufacturing processes are often highly complex and therefore we may be delayed in product shipments. Our
products may at times contain manufacturing defects, which may subject us to product liability and warranty claims. Our operating margins
may be affected as a result of price increases for our principal raw materials. |
| • |
Increasing scrutiny and changing expectations from investors, lenders, customers and other market participants with respect to our
Environmental, Social and Governance policies may impose additional costs on us or expose us to additional risks. |
| • |
We compete with PCB manufacturers in Asia whose manufacturing costs are lower than ours. |
| • |
We may fail to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley
Act of 2002, which could have a material adverse effect on our operating results, investor confidence in our reported financial information,
and the market price of our ordinary shares. |
| • |
We are required to comply with “conflict minerals” rules which impose costs on us, may make our supply chain more complex,
and could adversely impact our business. |
| • |
Increased regulation associated with climate change and greenhouse gas emissions could impose significant additional costs on operations.
|
| • |
Obstacles in our transition to a new enterprise resource planning system may adversely affect our business and results of operations
and the effectiveness of our internal control over financial reporting. |
| • |
Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our
business. |
| • |
Technological change may adversely affect the market acceptance of our products. |
| • |
The measures we take in order to protect our intellectual property may not be effective or sufficient. |
| • |
Claims that our products infringe upon the intellectual property of third parties may require us to incur significant costs.
|
Risks Related to Our Human Capital
| • |
If our workforce will be represented by a labor union we could incur additional costs or experience work stoppages as a result of
the renegotiation of our labor contracts. |
| • |
From time to time, we may be named as a defendant in actions involving the alleged violation of labor laws
related to employment practices, wages and benefits. |
| • |
Under current Israeli law, 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 depend on key personnel for the success of our business. |
| • |
Our ability to have access to insurance programs for directors and officers may be curtailed,
which may adversely affect our ability to retain and attract directors and officers. |
Risks Related to Our Ordinary Shares
| • |
Our share price has been volatile in the past and may continue to be susceptible to significant market price and volume fluctuations
in the future. |
| • |
The voting interest of Mr. Nissan, individually and through Nistec Golan, our controlling shareholder, may conflict with the interests
of other shareholders. |
| • |
We may in the future be classified as a passive foreign investment company, or PFIC, which would subject our U.S. investors to adverse
tax rules. |
| • |
We do not expect to distribute dividends in the foreseeable future. |
Risks Related to Our Organization and 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 negatively affected by the obligation of our personnel to perform military reserve service.
|
| • |
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 impact 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. |
| • |
The termination or reduction of tax and other incentives that the Israeli government provides to domestic companies may increase
the costs involved in operating a company in Israel. |
Risks Related to Our Business and Our Industry
We have a history of operating losses and may not be able to achieve
and sustain long term profitable operations. We may not have sufficient resources to fund our operations in the future.
While we achieved net profits of $5.0 million, $2.6 million and $1.8 million in the years ended December
31, 2021, 2020 and 2019, respectively, we have not maintained consistent profitable operations in the past. We have incurred an accumulated
deficit of approximately $12.1 million since inception. There can be no assurance that we will be able to operate profitably in the future.
To the extent that we incur operating losses in the future, we may have insufficient working capital to fund our operations. If
we do not generate sufficient cash from operations, we will be required to obtain additional financing or reduce our level of expenditure.
Such financing may not be available in the future, or, if available, may not be on terms favorable to us. If adequate funds are
not available to us, our business, and results of operations and financial condition will be materially and adversely affected.
We may require additional capital in the future, which
may not be available to us.
As of December 31, 2021, we had $9.3 million in cash and cash equivalents and working capital of $13.3
million. The lack of sufficient working capital could negatively impact our ability to compete effectively in the future or to expand
our production facilities. To the extent that we incur operating losses in the future or are unable to generate free cash flows from our
business, we may not have sufficient working capital to fund our operations and will be required to obtain additional financing. Our working
capital requirements and cash flow provided by our operating and financing activities are likely to vary greatly 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; and (vii) ability to maintain our current, or obtain additional, lines of credit and long-term loans from banks and other lenders.
The lack of sufficient working capital could negatively impact our ability to compete effectively in the future.
As of December 31, 2021, we had $4.6 million of outstanding long-term loans from banks (including current
maturities) and unutilized revolving lines of credit aggregating NIS 8.7 million (approximately $2.8 million). As of December 31, 2021,
we were in compliance with our banks’ loan covenants. These credit facilities may not remain available to us in the future.
Furthermore, under certain circumstances the banks may require us to accelerate or make immediate payment in full of our credit facilities.
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.
Epidemics and pandemics, such as the COVID-19 pandemic, could materially
disrupt the company’s business and have a negative impact on the company’s financial results and financial condition
We are vulnerable to the general economic effects of epidemics, pandemics and other public health crises,
such as the COVID-19 pandemic. Due to the recent outbreak of COVID-19, there has been a substantial curtailment of travel and business
activities, which is causing significant disruptions to the global economy. The extent to which COVID-19 impacts our results will depend
primarily on future developments, which are highly uncertain and cannot be predicted with confidence, including the severity and duration
of the crisis, the speed and effectiveness of vaccine, out employees willingness to get vaccinated, and treatment developments and deployment,
potential mutations of COVID-19, and the impact of actions taken and that will be taken to contain COVID-19 or treat its impact, among
others. For example, if COVID-19 continues to spread, we may need to limit operations or implement additional restrictions as a result
of widespread government restrictions.
Unlike other industries, as a manufacture of physical products, we cannot rely on our main work force to
be working from home. Israel and other countries have previously enforced quarantines and shutdowns to slow the spread of COVID-19, and
restricted international travel during this pandemic. While prior government shutdowns did not have a significant impact on our business,
a future government shutdown could result in the suspension of work in progress and delivery delays which would adversely affect our future
revenue and cash flow.
We are continuing to closely monitor COVID-related impacts on all aspects of our business and geographies,
including on our workforce, supply chain and customers. On September 9, 2021, President Biden announced a COVID-19 action plan, including
an executive order, the Safer Workforce Task Force guidance issued on September 24, 2021 and the Force Health Protection guidance. This
executive order and guidance (as amended) requires U.S. based federal contractors’ employees to have had their final vaccination
dose by January 4, 2022, with exceptions including where an employee is legally entitled to an accommodation.
The Israeli government is regularly taking actions related to the pandemic, imposing varying requirements
on our industry. We are continuing to evaluate these evolving requirements. We cannot at this stage predict the various impacts they may
have on our workforce, our suppliers, or our Company. These evolving government requirements, along with broader impacts of the continuing
pandemic, could impact our workforce and performance, as well as those of our suppliers.
Our future results of operations and liquidity could be adversely impacted by delays in payments of outstanding
receivable amounts beyond normal payment terms, supply chain disruptions and operational challenges faced by our customers. Continued
outbreaks of COVID-19 could result in a widespread health crisis that could adversely affect the economies and financial markets of many
countries, resulting in an economic downturn or a global recession that could cause significant volatility or decline in the trading price
of our securities, affect our ability to execute strategic business activities, affect demand for our products and likely impact our operating
results. These may further limit or restrict our ability to access capital on favorable terms, or at all, lead to consolidation that negatively
impacts our business, weaken demand, increase competition, cause us to reduce our capital spend further, or otherwise disrupt our business.
We are dependent on one-of-a-kind machinery that may malfunction
and may not be easily replaced.
The proper function of our manufacturing equipment is an important element in our effectively operating
our business. We own and use several unique manufacturing machines, some of which are aging and sometimes malfunction, causing disruptions
and occasionally even cessation of our manufacturing activities, which adversely affects our business. It is possible that substantial
funds may be required to repair or replace our production machinery, for which replacements or replacement parts may not be readily available
to us. Machinery failure could cause a cessation of our manufacturing activities for a significant period of time, which may have a material
adverse effect on our business, financial condition and results of operations.
Key customers account for a significant portion of our revenues.
The loss of a key customer would have an adverse impact on our business results.
In the years ended December 31, 2021, 2020 and 2019, a group of affiliated companies accounted for 21.2%,
18.9% and 19.5% of our total revenues, respectively, and another group of affiliated companies accounted for 7.9%, 11.6% and 11.5% of
our total revenues, respectively. We expect that a significant portion of our future revenues will continue to be dependent on a small
number of customers. If we are unable to retain our key customers, or maintain our level of business with such customers, or, if we are
unable to attract sufficient new business to compensate for the loss of or reduction in business from any of our key customers, our results
of operations and financial condition would be adversely affected.
We are dependent upon a select number of suppliers for timely delivery
of key raw materials and the loss of one or more of these suppliers or delays in supply of these raw materials would adversely affect
our manufacturing ability. If these suppliers delay or discontinue the manufacture or supply of these raw materials, we may experience
delays in production and shipments, increased costs and cancellation of orders for our products.
We currently obtain our key raw materials from a select number of suppliers. We do not have long-term
supply contracts with our suppliers and our principal suppliers may not continue to supply raw materials to us at current levels or at
all. Any delays in delivery or shortages in these raw materials could interrupt and delay manufacturing of our products and may
result in the cancellation of orders for our products.
As the majority of PCB manufacturing is centered in South East Asia, raw material suppliers may focus their
attention and give higher priority to manufacturers in those areas, which may interrupt the supply of raw materials to us. In addition,
these suppliers could discontinue the manufacture or supply of these raw materials at any time. During the year ended December 31, 2021,
our purchases from two (2) suppliers accounted for 21% and 23% of our total of consolidated raw material costs, respectively. In the event
such raw materials are not readily available to us. We may not be able to identify and integrate alternative sources of supply in a timely
fashion. Any transition to alternate suppliers may result in delays in production and shipment and increased expenses and may limit our
ability to deliver products to our customers.
During the beginning of 2021, one of our main suppliers (DuPont), including through its Israeli distributer,
failed to supply the Company with Pyralux AP, a key material necessary for the manufacturing of our products, which created a slowdown
in our production, such that we were not able to supply certain orders, and others were delayed. During the second and third quarters
we were able to obtain authorizations from some of our customers to use alternative raw materials. Nonetheless, not all of our clients
have authorized us to use alternative raw materials provided by the new supplier. As of year-end the supply of this material by DuPont
returned to normal capacity. Future delays in our supply chain may result in disruption in our operations and may negatively impact both
our ability to meet customer demand and our revenue and profit during this period of uncertainty.
If a raw material or component supplier fails to satisfy our product quality standards, including standards
relating to “conflict minerals” it could harm our customer relationships. Furthermore, if we are unable to identify
an alternative source of supply, we may have to modify our products or a large portion of our production process to use a substitute raw
material, which requires customers’ consent of use of such materials and which may cause delays in production and shipments, increased
design and manufacturing costs and increased prices for our products.
Because competition in the PCB market is intense, our business,
operating results and financial condition may be adversely affected.
The global PCB industry is highly fragmented and intensely competitive. It is characterized by rapidly
changing technology, frequent new product introductions and rapidly changing customer requirements. We compete principally in the
market for complex, flex-rigid and rigid multi-layer PCBs. In the Israeli market we mainly compete with PCB Technologies Ltd. and
major international PCB exporters, mainly from South East Asia, Europe and North America.
In the European market we mainly compete with Advanced Circuit Boards NV (Belgium), AT&S Austria Technologie
& Systemtechnik AG (Austria), Dyconex and Cicor (Switzerland), Graphics, Exception PCB and Invotec (United Kingdom), Cistelaier and
Somacis (Italy), Schoeller-Electronics GmbH (formerly Ruwel Werke GmbH) (Germany) and certain other German companies. In the North
American market we mainly compete with TTM, Inc. (previously known as DDi Corp. and Viasystems), KCA Electronics Inc., Lenthor Engineering,
Printed Circuits, Inc., Teledyne and certain other American companies. Many of these competitors have significantly greater financial
and marketing resources than us. Our current competition in the rigid PCB segment is mainly from PCB manufacturers in Southeast
Asia (mainly in China), which have substantially lower production costs than us. Continued competitive pressures could cause us
to lose significant market share.
In addition, these competitors may respond more quickly to new or emerging technologies or adapt more quickly
to changes in customer requirements than we do. We must continually develop improved manufacturing processes to meet our customers’
needs for complex products, and our manufacturing process technology is generally not subject to significant proprietary protection. During
recessionary periods in the electronics industry, our strategy of providing quick-turn services, an integrated manufacturing solution,
and responsive customer service may take on reduced importance to our customers. As a result, we may need to compete more on the basis
of price, which would cause our gross margins to decline.
Our results of operations may be adversely affected by currency
fluctuations.
Our revenues and expenses are denominated in NIS, US dollars and euros. Due to the different proportions
of currencies our revenues and expenses are denominated in, fluctuations in rates of exchange between NIS and other currencies may affect
our operating results and financial condition. The NIS value of our dollar and euro denominated revenues are negatively impacted by the
devaluation of the dollar and the euro against the NIS. The average exchange rate for the NIS against the dollar was approximately 6.2%
lower in 2021 than in 2020, which had a negative impact on our operating results in 2021. In the past, the NIS exchange rate against the
dollar and other foreign currencies fluctuated, generally reflecting inflation rate differentials. If NIS value of our dollar or Euro
denominated revenues decreases, our results of operations will be adversely affected. We cannot predict any future trends in the rate
of inflation in Israel or the rate of devaluation or appreciation of the NIS against the dollar or other foreign currencies.
We are currently not engaged in hedging transactions. If we were to decide to enter into any hedging transactions
in the future in order to protect ourselves in part from currency fluctuations, we may not be successful in our hedging efforts, or such
transactions, if entered into, may not materially reduce the effect of fluctuations in foreign currency exchange rates on our results
of operations. Such hedging transactions may not necessarily mitigate the longer-term impact of currency fluctuations on the operating
costs of our business operations, and may result in additional expenses.
Unfavorable national and global economic conditions could adversely
affect our business, operating results and financial condition.
During periods of slowing economic activity, our customers may reduce their demand for our products, technology
and professional services, which would reduce our sales, and our business, operating results and financial condition may be adversely
affected. The global and domestic economies continue to face a number of economic challenges, including threatened sovereign defaults,
credit downgrades, restricted credit for businesses and consumers and potentially falling demand for a variety of products and services.
These developments, or the perception that any of them could occur, could result in longer sales cycles, slower adoption of new technologies
and increased price competition for our products and services. We could also be exposed to credit risk and payment delinquencies on our
accounts receivable, which are not covered by collateral.
Significant portions of our business are conducted outside the markets in which our products and solutions
are manufactured or generally sold, and accordingly, we often export a substantial number of products into such markets. We may be denied
access to potential customers or suppliers or denied the ability to ship products from any of our subsidiaries into the countries in which
we currently operate or wish to operate, as a result of economic, legislative, political and military conditions, including hostilities
and acts of terrorism, in such countries.
In 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, and
new and/or increased tariffs have subjected, and may in the future subject, us to additional costs and expenditure of resources. 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. While the U.S. and China signed a “phase one”
trade deal on January 15, 2020 to reduce planned increases to tariffs, concerns over the stability of bilateral trade relations remain. In
addition, the UK’s exit from the European Union known as Brexit, became effective on January 31, 2020. Under the terms
of the withdrawal agreement, the UK continued to be subject to the laws and obligations applicable to all EU members during a transitional
period which ended on December 31, 2020, including laws related to trade and data privacy and pharmaceuticals, while the future relationship
between the UK and the EU was formally negotiated. The UK and the EU have signed a EU-UK Trade and Cooperation Agreement, or TCA, which
became provisionally applicable on January 1, 2021 and has entered into force on May 1, 2021. Changes related to Brexit could
subject us to heightened risks in that region, including disruptions to trade and free movement of goods, services and people to and from
the UK, disruptions to the workforce of our business partners, increased foreign exchange volatility with respect to the British pound
and additional legal, political and economic uncertainty. If these 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.
We may also be required in the future to increase our reserves for doubtful accounts. In addition,
the fair value of some of our assets may decrease as a result of an uncertain economy and as a result, we may be required to record impairment
charges in the future. If global economic and market conditions or economic conditions in key markets remain uncertain or weaken
further, our financial condition and operating results may be materially adversely affected.
We are subject to environmental laws and regulations. Compliance
with those laws and regulations requires us to incur costs and we are subject to fines or other sanctions for non-compliance.
Our operations are regulated under various environmental laws and regulations that govern, among other
things, the discharge of hazardous materials into the air and water, as well as the handling, storage and disposal of such materials.
Compliance with these laws and regulations is a major consideration for PCB manufacturers because metals and chemicals classified as hazardous
substances are used in the manufacturing process. Since May 2003, our environmental management system has been ISO 14001 certified.
This certification was based on successful implementation of environmental management requirements and includes ongoing monitoring of
our processes, raw materials and products. The certification is subject to periodic compliance audits conducted by the Standards
Institution of Israel. If, in the future, we are found to be in violation of environmental laws or regulations, we could be liable for
damages, costs of remedial actions, may be subject to criminal prosecution including a range of potential penalties, and could also be
subject to revocation of permits necessary to conduct our business or any part thereof. Any such liability or revocation could have
a material adverse effect on our business, financial condition and results of operations. Environmental laws could become more stringent
over time, imposing greater compliance costs and increasing risks and penalties associated with a violation. A shortage of water in Israel
may reduce the allocation of water available to manufacturing plants, including ours, which could affect the concentrations of pollutants
in our wastewater, making it harder to comply with the foregoing regulations, in which event we would be required to invest additional
funds to improve our wastewater treatment systems.
The cost of compliance with environmental laws and regulations depends in part on the requirements in such
laws and regulations and on the method selected to implement them. If new or more restrictive standards are imposed, the cost of
compliance could be very high and have an adverse impact on our revenues and results of operations if we cannot recover those costs through
the rates that we charge our customers.
Our customers are also required to comply with various government regulations, legal requirements and industry
standards, including many of the industry-specific regulations discussed above. Our customers’ failure to comply could affect
their businesses, which in turn would affect our sales to them. In addition, if our customers are required by regulation or other
requirements to make changes in their product lines, these changes could significantly disrupt particular programs for these customers
and create inefficiencies in our business.
We have in the past been, and currently are, subject to claims and
litigation relating to environmental matters. If we are found to be in violation of environmental laws, we might be liable for damages
and costs of remediation and may be subject to a halt in production, which may adversely affect our business, operating results and financial
condition.
We have in the past been, and currently are, subject to claims and litigation relating to environmental
matters. We may be subject to further environmental claims alleging that we are in violation of environmental laws. If we are unsuccessful
in such claims and other future claims and litigations or if actual results are not consistent with our assumptions and judgments, we
may be exposed to losses that could be material to our company.
During the period 2014 to 2016, we received notices from Meitav, the water company of the Petach Tikva
municipality, requiring payment of fees totaling NIS 3.8 million ($980,000) excluding VAT, for discharges of industrial wastewater allegedly
not meeting the applicable standards into the municipal sewage system. The payment demands were made on the basis of several samplings
conducted by Meitav during 2013-2015. In December 2015, we completed the construction of a new wastewater treatment facility. In 2016,
six wastewater samples were inspected by Meitav and were found to be in compliance with applicable standards. We reached a settlement
with Meitav in July 2016. During 2020 our permit providing for deviations from the standards for discharges into the municipal sewage
system expired and we are presently working the with Petach Tikva municipality to extend the permit permitting such deviations, but there
can be no assurance that such extension will be granted.
In October 2015, we filed an application for an emissions permit with the Israeli Ministry of Environmental
Protection, or the Ministry. In January 2016, we received a notice of non-compliance from the Ministry stating that the application
was incomplete and that we are in breach of the Clean Air Law, 5768-2008, or the Clean Air Law, and the Licensing of Businesses Law, 5728-1968,
or the Licensing of Businesses Law. We submitted amended applications and conducted several discussions with the Ministry in 2016 and
2017 and received the emissions permit in July 2017. In 2021 we received a notice of non-compliance from the Ministry stating that we
are in breach of the Clean Air Law in our air sampling. The company believes that it is entitled to a permit providing for deviations
from the standards and has filed a request for such permit.
In March 2019, representatives of the Ministry inspected our 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). Management believes that our company
is not in violation of these laws. Following a hearing at the Ministry in August 2019, the Ministry conducted two additional tests after
which we were asked to take corrective actions. During May 2020 and July 2020, representatives of the Ministry inspected our premises
again. In September 2020 the Ministry issued a warning related to an alleged breach of the Clean Air Law, the Hazardous Materials Law
(1993), the Water Law and Business Permit Law. We may be subject to fines and sanctions as stated in such laws. According to this letter,
we were invited to a hearing at the Ministry on November 9, 2020. Following that hearing meeting, the district manager issued a protocol
stating that he will recommend that the Ministry impose fines on our company. We responded and requested the district and Ministry to
reconsider, taking into account the corrective measures taken by us. On August 2021 we got a letter from the ministry and were asked about
our Company's sales turnover in order to determine the amount of the fine that will be imposed in regard to the breach of the Hazardous
Materials Law (1993). In addition, as part of the Hazardous Materials Law (1993), the Ministry has scheduled ground samples inspection
in order to check compliance with applicable standards. We cannot estimate the outcome of such study; if we will be required to take corrective
measures and if so, what would be the cost or impact on our business.
If we are found to be in violation of environmental laws, we could be liable, in addition to fines, for
damages, costs of remedial actions and a range of potential penalties, and could also be subject to a shutdown of our factory. Such sanctions
could have a material adverse effect on our business, financial condition and results of operations.
Increased regulation associated with climate change and greenhouse
gas emissions could impose significant additional costs on operations.
Various governments and governmental agencies have adopted or are contemplating statutory and regulatory
changes in response to the potential impacts of climate change and emissions of greenhouse gases. International treaties or agreements
may also result in increasing regulation of climate change and greenhouse gas emissions, including the introduction of greenhouse gas
emissions trading mechanisms. Any such law or regulation regarding climate change and greenhouse gas emissions could impose significant
costs on our operations and on the operations of our customers and suppliers, including increased energy, capital equipment, environmental
monitoring, reporting and other compliance costs. The potential costs of “allowances,” “offsets” or “credits”
that may be part of potential cap-and-trade programs or similar proposed regulatory measures are still uncertain. Any adopted future
climate change and greenhouse gas laws or regulations could negatively impact our ability, and that of our customers and suppliers, to
compete with companies situated in areas not subject to such laws or regulations. These statutory and regulatory initiatives, if enacted,
may impact our operations directly or indirectly through our suppliers or customers. Until the timing, scope and extent of any future
law or regulation becomes known, we cannot predict the effect on our business, financial condition, results of operations or cash flows.
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 which
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, may suffer from reputational damage and the business, financial condition and price our company’s shares could be materially
and adversely affected.
We may fail to be in compliance with financial covenants in our
loan agreements.
We are subject to financial covenants in our loan agreements with the banks that provide us with our credit
facilities and long-term loans. Our compliance with the financial covenants is measured annually based on our annual audited financial
statements. As of December 31 of each of the three years ended December 31, 2018, we were not in compliance with these covenants and received
waivers from our banks. We were compliant with our covenants to the banks with respect to our financial statements for each of the three
years ended December 31, 2021. These credit facilities may not remain available to us in the future. Furthermore, under certain
circumstances the banks may require us to accelerate or make immediate payment in full of our credit facilities. All of our assets
are encumbered as security for our liabilities to our banks, whose consents are required for any future pledge of such assets. The borrowings
from our banks are secured by specific liens on certain assets, by a first priority charge on the rest of our now-owned or after-acquired
assets and by a fixed lien on goodwill (intangible assets) and insurance rights (rights to proceeds on insured assets in the event of
damage). In addition, the agreements prohibit us from selling or otherwise transferring any assets except in the ordinary course of business
or from placing a lien on our assets without the banks’ consent.
Both of the banks have the right to demand immediate repayment of the loans and lines of credit in the
event of non-compliance with the financial covenants or a change of control in our company, if such a change occurred without their prior
approval. Our failure to remain in compliance with each of the banks’ covenants, obtain waivers, negotiate agreements with new covenant
terms, or obtain additional financing, if required, may adversely affect our business, results of operations and financial position.
We may not be able to receive Israeli governmental grants in the
future.
The Company was awarded a grant from the Israeli Investment Authority that will fund 15% of our expected
$1.5 million investment in Advanced Manufacturing Equipment compliant with Industry 4.0 standards, which focuses on interconnectivity,
automation, machine learning, and real-time data. The grant also provides for potential future grants covering an additional 5% of these
capital investments, as soon as we demonstrate improvements in certain of our operational indicators. There is no guarantee that we will
demonstrate such improvements or be awarded the additional grant.
We received final approval from the Israel Innovation Authority (“IIA”) for a 50%, royalty
bearing participation in an approximately $250,000 one-year development program, which started in March 2021. The total R&D
program may be extended for a second year, subject to IIA approval. This R&D program is meant to enable us to achieve a significantly
faster production rate in certain stages of our manufacturing process, which will also drastically reduce scrap. There can be no
assurance that the R&D program will succeed in achieving its goals or that all pre-defined benefits will be attained, thus any additional
grants are not guaranteed.
Rapid changes in the Israeli and international electronics industries
and recessionary pressures may adversely affect our business.
Our principal customers include manufacturers of defense and aerospace, medical, industrial, telecom and
networking equipment, as well as contract electronic manufacturers. The electronics industry is subject to rapid technological changes
and products obsolescence. Discontinuance or modification of products containing PCBs manufactured by our company could have a material
adverse effect on us. In addition, the electronics industry is subject to sharp economic cycles. Increased or excess production
capacity by our competitors in the PCB industry and recessionary pressure in major electronics industry segments may result in intensified
price competition and reduced margins. As a result, our financial condition and results of operations may be adversely affected.
A decline in the Israeli and international electronic markets may cause a decline in our revenues and adversely affect our operating results
and financial condition in the future.
We may not succeed in our efforts to expand our activity in the
U.S. and other foreign markets. If we are unsuccessful, our future revenues and profitability would be adversely affected.
Our business plan assumes an increase in revenues from the U.S. and other market. However, our efforts
to increase sales to such markets may not succeed. Sales to the medical, defense and aerospace industries may be affected by several factors,
including with respect mainly to the U.S., cutbacks in government spending. If we are unsuccessful in such efforts, our future revenues
and profitability would be adversely affected.
In order to sell PCBs to the U.S. defense market we were required to obtain International Traffic in Arms
Regulations (ITAR) registration from the U.S. Department of State, which is subject to periodic extension. There can be no assurance that
we will be able to retain our ITAR certification. In the event of a change in control of our company, the U.S. Department of State may
investigate the transfer of control and oppose the transaction. The loss of our ITAR certification could adversely affect our future
revenues and profitability.
We may be subject to the requirements of the National Industrial
Security Program Operating Manual for our facility security clearance, which is a prerequisite to our ability to work on classified contracts
for the U.S. government.
A facility security clearance is required in order to be awarded and perform classified contracts for the
U.S. Department of Defense, or the DoD, and certain other agencies of the U.S. government. To become a cleared entity, we must comply
with the requirements of the National Industrial Security Program Operating Manual, or the NISPOM, and any other applicable U.S. government
industrial security regulations. Further, due to the fact that a significant portion of our voting equity is owned by a non-U.S. entity,
we are required to be governed by and operate in accordance with the terms and requirements of a Special Security Agreement, or the SSA.
If we were to violate the terms and requirements of the SSA, the NISPOM, or any other applicable U.S. government
industrial security regulations (which may apply to us under the terms of classified contracts), we could lose our security clearance.
We cannot be certain that we will be able to maintain our security clearance. If for some reason our security clearance is invalidated
or terminated, we may not be able to continue to perform on classified contracts and would not be able to enter into new classified contracts,
which could materially adversely affect our business, financial condition, and results of operations.
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-attack, malware, computer viruses and other means of unauthorized access, which could also impact
the operation of our products and services. 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 the global PCB industry. 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. During the third quarter of 2021, an unusual activity was detected on our computer network systems. We immediately took
a number of actions that led to the removal of the potential threat. The event ended without the need to disable our systems or any other
impact. We believe that the attempt was aimed at extracting information and not for a ransom demand. Following the incident,
we took steps to strengthen our computer infrastructure protection systems. Due to our quick response, we did not have 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 that such measures will provide absolute security,
that we will be able to react in a timely manner in the future, 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.
We may encounter difficulties with our international operations
and sales that may have a material adverse effect on our sales and profitability.
Contracts with U.S. military agencies, as well as military equipment manufacturers in Europe, are subject
to certain regulatory restrictions and approvals, which we may not be able to comply with or obtain. We may not be able to maintain
or increase international market demand for our products. To the extent that we cannot do so, our business, operating results and
financial condition may be adversely affected.
International operations are subject to inherent risks, including the following:
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the impact of possible recessionary environments or economic instability in multiple foreign markets; |
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changes in regulatory requirements and complying with a wide variety of foreign laws; |
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tariffs and other trade barriers; |
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the imposition of exchange or price controls or other restrictions on the conversion of foreign currencies; and |
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difficulties and costs of staffing and managing foreign operations. |
Significant political developments could also have a materially adverse effect on us. In the United States,
potential or actual changes in fiscal, defense appropriations, tax and labor policies could have uncertain and unexpected consequences
that materially impact our business, results of operations and financial condition.
Damage to our manufacturing facilities due
to fire, natural disaster, or other events could materially adversely affect our business, financial condition, and results of operations.
The destruction or closure of our facility for a significant period of time as a result
of fire, explosion, act of war or terrorism, flood, tornado, earthquake, lightning, other natural disasters, required maintenance, or
other events could harm us financially, increasing our costs of doing business and limiting our ability to deliver our manufacturing services
on a timely basis.
Our insurance coverage with respect to damage to our facility or our customers’
products caused by natural disasters is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate or
continue to be available at commercially reasonable rates and terms.
In the event our facility is closed on a temporary or permanent basis as a result
of a natural disaster, required maintenance or other event, our operations could be significantly disrupted. Such events could delay or
prevent product manufacturing and shipment for the time required to transfer production or repair, rebuild or replace the affected manufacturing
facilities. This time frame could be lengthy and result in significant expenses for repair and related costs. While we have disaster recovery
plans in place, there can be no assurance that such plans will be sufficient to allow our operations to continue in the event of disaster,
required repair or other extraordinary event. Any extended inability to continue our operations at unaffected facilities following such
an event would reduce our revenue and potentially damage our reputation as a reliable supplier.
Our quarterly operating results fluctuate significantly. Results
of operations in any period should not be considered indicative of the results to be expected for any future period.
Our quarterly operating results have fluctuated significantly in the past and are likely to fluctuate significantly
in the future. Our future operating results will depend on many factors, including (but not limited to) the following:
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the size and timing of significant orders and their fulfillment; |
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demand for our products and the mix of products purchased by our customers; |
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competition from lower priced manufacturers; |
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fluctuations in foreign currency exchange rates, primarily the NIS against the Dollar and the Euro; |
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availability of raw materials; |
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plant or line shutdowns to repair or replace malfunctioning manufacturing equipment; |
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the length of our sales cycles; |
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changes in our strategy; |
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the number of working days in the quarter; |
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changes in seasonal trends; and |
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general domestic and international economic and political conditions. |
Due to the foregoing factors, quarterly revenues and operating results are difficult to forecast, and it
is likely that there will be significant differences between the results from one quarter to another.
Quarterly sales and operating results are also difficult to forecast because they are dependent almost
exclusively on the volume and timing of orders during the quarter and our customers generally operate with a short delivery cycle and
expect delivery of a significant portion of the order within 30 working days. The delivery of such orders is subject to the number
of available working days during the quarter, which can fluctuate significantly from quarter to quarter due to holidays and vacations.
Certain prototype and pre-production runs require even shorter turn-around times stemming from customers’ product launches and design
changes. In addition, there might be sudden increases, decreases or cancellations of orders for which there are commitments, which further
characterize the electronics industry and the companies that operate in it. The industry practice is to make such changes without any
penalties, except for the time and materials expended on the order.
Our expenses are, in significant part, relatively fixed. If revenue levels fall below expectations, our
net income is likely to be disproportionately adversely affected because a proportionately smaller amount of the expenses varies with
our revenues. We may not be able to be profitable on a quarterly or annual basis in the future. An ongoing pattern of cancellations,
reductions in orders and delays could have a material adverse effect on our results of operations. Due to all of the foregoing,
it is very difficult to predict revenues for any future quarter with any significant degree of accuracy. Accordingly, we believe
that period-to-period comparisons of our operating results are not necessarily meaningful and should not be relied upon as indications
of future performance.
Our products and related manufacturing processes are often highly
complex and therefore we may be delayed in product shipments. Our products may at times contain manufacturing defects, which may subject
us to product liability and warranty claims.
Our business involves highly complex manufacturing processes that are subject to periodic failure.
Process failures have occurred in the past and have resulted in delays in product shipments, and process failures may occur in the future.
Furthermore, we face an inherent business risk of exposure to warranty and product liability claims, which are likely to be substantial
in light of the use of our products in business-critical applications. Our products may fail to perform as expected or may be alleged
to result in bodily injury or property damage. If we were to manufacture and deliver products to our customers that contain defects, whether
caused by a design, manufacturing or component failure, or by deficiencies in the manufacturing processes, it may result in delayed shipments
to customers and reduced or cancelled customer orders. In addition, if any of our products are or are alleged to be defective, we
may be required to participate in a recall of such products. Over the years we have been involved in claims or litigation relating
to allegedly defective products. A successful warranty or product liability claim against us in excess of our established warranty and
legal reserves or available insurance coverage, or a requirement that we participate in a product recall may have a material adverse effect
on our business, financial condition, results of operations or cash flows and may harm our business reputation, which could lead to customer
cancellations or non-renewals.
Our products and product components need to meet certain industry
standards.
Our products and product components need to meet certain standards for the aerospace, defense, and other
industries to which we market our products. In addition, new industry standards in the aviation and defense industries could cause
some or all of our products and services to become obsolete and unmarketable, which would adversely affect our results of operations.
Noncompliance with any of these standards could limit our sales and adversely affect our business, financial condition, and results of
operations.
Our operating margins may be affected as a result of price increases
for our principal raw materials.
In recent years, our suppliers have increased their prices for most of our principal raw materials. We
have faced pressure to raise our prices for our products to compensate for supplier price increases in order to maintain our operating
margins, which we may not be able to achieve due to the competitive market. Furthermore, our existing suppliers or new suppliers or sources
of materials may pass the increase in sourcing costs due to the coronavirus outbreak to us through price increases, thereby impacting
our margins. Material changes in the pricing practices of our suppliers could negatively impact our profitability. Additional price increases
for our principal raw materials may materially affect our operating margins and future profitability.
We compete with PCB manufacturers in Asia whose manufacturing costs
are lower than ours.
In recent years, many electronics manufacturers have moved their commercial production to Asia to take
advantage of its exceptionally large, relatively low-cost labor pool. The continued outsourcing of production to Asia is likely
to result in additional commercial market share potential for PCB manufacturers with a strong presence and reputation in such markets.
Accordingly, we will need to compete with PCB manufacturers whose costs of production may be substantially lower than ours. This competition
may limit our ability to price our products profitably, which could significantly harm our financial condition and results of operations.
In addition, we distinguish ourselves by focusing on developing cutting edge technologies for high-end products, in order to serve our
sophisticated defense, aerospace and medical customers. This may limit our ability to reach certain clientele that demand lower-end products
in order to reduce their costs.
Our enterprise resource planning system is no longer being fully
supported by its developer and the hardware on which it runs may not be supported in the future; The failure of such system before
we transition to a new system may adversely affect our business and results of operations and the effectiveness of our internal control
over financial reporting.
Our current enterprise resource planning system (“ERP”) is designed to improve the efficiency
of our supply chain and financial transaction processes, accurately maintain our books and records, and provide information important
to the operation of the business to our management team. Our system is no longer being fully supported by its developer and the hardware
on which the ERP runs on and the operating system of the hardware are at high risk of not being supported in the near future. While we
intend to replace the system in the future, there is no immediate plan to do so. Any significant disruption or deficiency in our ERP could
have a material adverse effect on our ability to fulfill and invoice customer orders, apply receipts, place purchase orders with suppliers,
and make disbursements, and could negatively impact data processing and electronic communications among business locations, which may
have a material adverse effect on our business, consolidated financial condition or results of operations.
Regulations related to conflict minerals may cause us to incur additional
expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our solutions.
The Dodd-Frank Wall Street Reform and Consumer Protection Act imposes disclosure requirements regarding
the use in components of our products of “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries,
whether the components of our products are manufactured by us or third parties. These requirements could affect the pricing, sourcing
and availability of minerals used in the manufacture of components we use in our products. Although the U.S. Securities and Exchange Commission,
or the SEC, has provided guidance with respect to a portion
of the conflict mineral filing requirements that may somewhat reduce our reporting practices, there are costs associated with complying
with the disclosure requirements and customer requests, such as costs related to our due diligence to determine the source of any conflict
minerals used in our products. Because of the complexity of our supply chain, we may face reputational challenges if we are
unable to sufficiently verify the origins of the subject minerals. Moreover, we are likely to encounter challenges to satisfy those customers
who require that all of the components of our products are certified as “conflict free.” If we cannot satisfy these customers,
they may choose a competitor’s products.
We may fail to maintain effective internal control over financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, which could have a material adverse effect on our operating
results, investor confidence in our reported financial information, and the market price of our ordinary shares.
Our efforts to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, governing
internal control and procedures for financial reporting 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 may
identify material weaknesses or significant deficiencies in our assessments of our internal control over financial reporting. Failure
to maintain effective internal control over financial reporting could result in investigations or sanctions by regulatory authorities,
and could have a material adverse effect on our operating results, investor confidence in our reported financial information, and the
market price of our ordinary shares.
Technological change may adversely affect the market acceptance
of our products.
Technological change in the PCB industry is rapid and continual. To satisfy customers’ needs
for increasingly complex products, PCB manufacturers must continue to develop improved manufacturing processes, provide innovative solutions
and invest in new facilities and equipment. To the extent we determine that new technologies and equipment are required to remain
competitive, the development, acquisition and implementation of such technologies and equipment are likely to require significant capital
investment. We expect that we will need to invest large amounts in the next few years to replace or refurbish old equipment and
to remain competitive in the market. This capital may not be available to us in the future for such purposes and any new manufacturing
processes developed by us may not become or remain commercially viable. As a result, we may not be able to maintain our current
technological position. Furthermore, the PCB industry may in the future encounter competition from new technologies that may reduce
demand for PCBs or may render existing technology less competitive or obsolete. Our future process development efforts may not be
successful or the emergence of new technologies, industry standards or customer requirements may render our technology, equipment or processes
obsolete or uncompetitive.
The measures we take in order to protect our intellectual property
may not be effective or sufficient.
Our success depends in part on our proprietary techniques and manufacturing expertise, particularly in
the area of complex multi-layer and flex-rigid PCBs. We currently rely on a combination of trade secrets, copyright and trademark
law, together with non-disclosure and invention assignment agreements, to establish and protect the proprietary rights and technology
used in our products. Like many companies in the PCB industry, we currently do not hold any patents. We believe that, because
of the rapid pace of technological change in the electronics 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 support services that we provide.
We generally enter into confidentiality agreements with our employees, consultants, customers and potential
customers and limit the access to and the distribution of our proprietary information. Despite these precautions, it may be possible
for a third party to copy or otherwise obtain and use our technology without authorization, or to develop similar technology independently.
Further, the laws of certain countries in which we sell our products do not protect our intellectual property rights to the same extent
as do the laws of the United States. Substantial unauthorized use of our products could have a material adverse effect on our business.
We cannot make assurances that our means of protecting our proprietary rights will be adequate or that our competitors will not independently
develop similar technology.
Claims that our products infringe upon the intellectual property
of third parties may require us to incur significant costs.
While we do not believe that our products and proprietary rights infringe upon the proprietary rights of
others, third parties may assert infringement claims against us or claims that we have violated a patent or infringed on a copyright,
trademark or other proprietary right belonging to them. Any infringement claim, even one without merit, could result in the expenditure
of significant financial and managerial resources to defend against the claim. Moreover, a successful claim of product infringement
against us or a settlement could require us to pay substantial amounts or obtain a license to continue to use the technology that is the
subject of the claim, or otherwise restrict or prohibit our use of the technology. We might not be able to obtain a license from
the third party asserting the claim on commercially reasonable terms, if at all. We also may not be able to obtain a license from
another provider of suitable alternative technology to permit us to continue offering the product. Infringement claims asserted
against us could have a material adverse effect on our business, operating results and financial condition.
During the last several years, a supplier of one of our software packages requested us to conduct
an audit of our operations to verify that we do not breach any intellectual property rights it allegedly owns. We believe that we
have fully, diligently and timely complied with our obligation toward the supplier. We also believe that the supplier has no right to
conduct any audit of our products or services and such audit may cause us to breach confidentiality obligations to other entities, and
therefore replied that there were no grounds for his request. If we are found to be in violation of such supplier’s intellectual
property rights, we could be liable for compensation and costs of an unknown amount. Such liability could have a material adverse
effect on our business, financial condition and results of operations.
Risks Related to Our Human Capital
If our workforce will be represented by a labor union we could incur
additional costs or experience work stoppages as a result of the renegotiation of our labor contracts.
Our employees have previously presented us with the possibility of establishing an employees’ union
committee, which was soon after dissolved. If our employees are represented by a union in the future, we could incur additional costs,
experience work stoppages, either of which could adversely affect our business operations, including through a loss of revenue and strained
relationships with customers. Strikes and work stoppages occur relatively frequently in Israel. If Israeli trade unions threaten additional
strikes or work stoppages and such strikes or work stoppages occur, these may, if prolonged, have a material adverse effect on the Israeli
economy and on our business, including our ability to deliver products to our customers in a timely manner.
From time to time, we may be named as a defendant in actions
involving the alleged violation of labor laws related to employment practices, wages and benefits.
From time to time we are involved in labor related legal proceedings arising from the operation of our
business. During the last years we recruited a new management team and reduced our overall headcount, which actions may expose our
company to increased labor related legal proceedings.
Under current Israeli law, 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 currently have non-competition clauses in the employment agreements of most of our employees.
The provisions of such clauses prohibit our employees, if they cease working for us, from directly competing with us or working for our
competitors. Recently, Israeli labor courts have required employers, seeking to enforce non-compete undertakings against former
employees, to demonstrate that the competitive activities of the former employee will cause harm to one of a limited number of material
interests of the employer recognized by the courts (for example, the confidentiality of certain commercial information or a company’s
intellectual property). In the event that any of our employees chooses to leave and work for one of our competitors, we may be unable
to prevent our competitors from benefiting from the expertise our former employee obtained from us, if we cannot demonstrate to the court
that we would be harmed.
We depend on key personnel for the success of our business.
Our success depends, to a significant extent, on the continued active participation of our executive officers
and other key personnel. In addition, there is significant competition for employees with technical expertise in our industry.
In order to succeed we would need to be able to:
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retain our executive officers and key technical personnel; |
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attract and retain additional qualified personnel to provide technological depth and support to enhance existing products and develop
new products; and |
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attract and retain highly skilled operations, marketing and financial personnel. |
We cannot make assurances that we will be successful in attracting, integrating, motivating and retaining
key personnel. If we are unable to retain our key personnel and attract additional qualified personnel as and when needed, our business
may be adversely affected.
Our ability to have access to insurance programs for
directors and officers may be curtailed, which may adversely affect our ability to retain and attract directors and officers. In
recent years we have experienced difficulties in obtaining directors & officers' insurance on reasonable terms as result of a tightening
insurance market. If we are unable to continue to obtain directors & officers’ insurance or in limits of coverage sufficient
to satisfy our indemnification obligations to our directors and officers, we may be unable to retain such directors and officers and have
limited ability to attract replacements.
We may be required to make payments to satisfy our indemnification
obligations.
We have agreements with our directors and senior officers which may require us, subject to Israeli law
and certain limitations in the agreements, to indemnify our directors and senior officers for certain liabilities and expenses that may
be imposed on them due to acts performed, or failures to act, in their capacity as office holders as defined in the Israeli Companies
Law, 5759-1999, or the Israeli Companies Law. These liabilities may include financial liabilities imposed by judgments or
settlements in favor of third parties, and reasonable litigation expenses imposed by a court in relation to criminal charges from which
the indemnitee was acquitted or criminal proceedings in which the indemnitee was convicted of an offense that does not require proof of
criminal intent. Furthermore, we agreed to exculpate our directors and officers with respect to a breach of their duty of care towards
our company. On October 17, 2017, our shareholders approved an updated indemnification agreement to be entered to with our directors and
officers, and our shareholders approved an amendment thereto on December 5, 2019.
Risks Related to Our Ordinary Shares
Our share price has been volatile in the past and may continue to
be susceptible to significant market price and volume fluctuations in the future.
Our ordinary shares have experienced significant market price and volume fluctuations in the past and may
experience significant market price and volume fluctuations in the future in response to factors such as the following, some of which
are beyond our control:
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quarterly variations in our operating results; |
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operating results that vary from the expectations of securities analysts and investors; |
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changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
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announcements of technological innovations or new products by us or our competitors; |
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announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital
commitments; |
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changes in the status of our intellectual property rights; |
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announcements by third parties of significant claims or proceedings against us; |
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announcements by governmental or regulatory authorities of significant investigations or proceedings against us; |
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additions or departures of key personnel; |
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changes in our cost structure due to factors beyond our control, such as new laws or regulations relating to environmental matters
and employment; |
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future sales of our ordinary shares; |
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our involvement in litigation; |
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general stock market price and volume fluctuations; |
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changes in the prices of our products and services; and |
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devaluation of the dollar against the NIS. |
Domestic and international stock markets often experience extreme price and volume fluctuations.
Market fluctuations, as well as general political and economic conditions, such as a recession, interest rate or currency rate fluctuations
or political events or hostilities in or surrounding Israel, could adversely affect the market price of our ordinary shares. Low trading
volume may also increase the price volatility of our ordinary shares. A thin trading market could cause the price of our ordinary shares
to fluctuate significantly more than the stock market as a whole.
The voting interest of Mr. Nissan, individually and through Nistec
Golan, our controlling shareholder, may conflict with the interests of other shareholders.
Mr. Yitzhak Nissan, our Chairman of the Board and the controlling shareholder of Nistec Golan, beneficially
owns 69.6% of our outstanding ordinary shares. Accordingly, Mr. Nissan and Nistec Golan have the ability to exercise a significant influence
over our business and affairs and generally have the power to determine all matters submitted to a vote of our shareholders where our
shares vote together as a single class, including the election of directors and approval of significant corporate transactions.
Mr. Nissan and Nistec Golan may make decisions regarding Eltek and our business that are opposed to other shareholders’ interests
or with which other shareholders may disagree. Nistec Golan’s and Mr. Nissan’s voting power could have the effect of deterring
or preventing a change in control of our company that might otherwise be beneficial to our other shareholders.
We may in the future 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. There is a risk that we will be treated
as a “passive foreign investment company” (“PFIC”). Our treatment as a PFIC could result in a reduction
in the after-tax return to U.S. Holders (as defined below in “Material U.S. Federal Income Tax Considerations”) 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. For purposes of these tests, income derived from the performance of services does not constitute
“passive income.” If we are treated as a PFIC, U.S. Holders of 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. In particular, dividends paid by us, if any, would not be treated
as “qualified dividend income,” eligible for preferential tax rates in the hands of non-corporate U.S. shareholders.
We believe that we were not a PFIC for the 2021 tax year. However, since PFIC status depends upon the composition of our income and the
market value of our assets from time to time, there can be no assurance that we will not become a PFIC in any future taxable year. U.S.
Holders should carefully read “Material U.S. Federal Income Tax Considerations” for a more complete discussion of the U.S.
federal income tax risks related to owning and disposing of our ordinary shares.
We do not expect to distribute dividends in the foreseeable future.
We have never declared or paid any cash dividends on our ordinary shares. We currently intend to
retain our current and any future earnings to finance operations and expand our business and, therefore, do not expect to pay any dividends
in the foreseeable future. According to the Israeli Companies Law, a company 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, or otherwise upon the permission of the court. In the event cash dividends are declared, such dividends
will be paid in NIS. The declaration of dividends is subject to the discretion of our board of directors and would depend on various
factors, including our operating results, financial condition, future prospects and any other factors deemed relevant by our board of
directors. You should not rely on an investment in our company if you require dividend income from your investment.
Risks Related to Our Organization and Location in Israel
Political, economic and military instability in Israel may disrupt
our operations and negatively affect our business condition, harm our results of operations and adversely affect our share price.
We are incorporated under the laws of, and our principal executive offices, production, manufacturing and
research and development facilities are located in, the State of Israel. As a result, political, economic and military conditions
affecting Israel directly influence us. Conflicts in North Africa and the Middle East, including Syria which borders Israel, have
resulted in continued political uncertainty and violence in the region. Efforts to improve Israel’s relationship with the Palestinian
Authority have failed to result in a permanent solution, and there have been numerous periods of hostility in recent years. In addition,
relations between Israel and Iran continue to be seriously strained, especially with regard to Iran’s nuclear program. Such instability
may affect the local and global economy, could negatively affect business conditions and, therefore, could adversely affect our operations.
To date, these matters have not had any material effect on our business and results of operations; however, the regional security situation
and worldwide perceptions of it are outside our control and there can be no assurance that these matters will not negatively affect us
in the future.
Our commercial insurance does not cover losses that may occur as a result of an event associated with the
security situation in the Middle East. Although the Israeli government has in the past covered the reinstatement value of certain
damages that were caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained, or
if maintained, will be sufficient to compensate us fully for damages incurred. Any losses or damages incurred by us could have a
material adverse effect on our operations.
Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened
unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face.
In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in
Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in
such agreements. Furthermore, several countries and companies restrict business with Israel and Israeli companies, and additional
countries may impose restrictions on doing business with Israel and Israeli companies. 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.
To date, these matters have not had any material effect on our business and results of operations; however,
the internal political situation, the regional security situation and worldwide perceptions of it are outside our control and there can
be no assurance that these matters will not negatively affect us in the future.
Our results of operations may be negatively affected by the obligation
of our personnel to perform military reserve service.
Some of our employees, directors and officers in Israel are obligated to perform annual reserve duty in
the Israeli Defense Forces and may be called for active duty under emergency circumstances at any time. If a military conflict or
war arises, these individuals could be required to serve in the military for extended periods of time. Our operations could be disrupted
by the absence for a significant period of one or more of our executive officers or key employees or a significant number of other employees
due to military service. Any disruption in our operations could adversely affect our business.
Service and enforcement of legal process on us and our directors
and officers may be difficult to obtain.
Service of process upon our directors and officers and the Israeli experts named herein, all of whom reside
outside the United States, may be difficult to obtain within the United States. Furthermore, since substantially all of our assets,
all of our directors and officers and the Israeli experts named in this annual report are located outside the United States, any judgment
obtained in the United States against us or these individuals or entities may not be collectible within the United States.
There is doubt as to the enforceability of civil liabilities under the Securities Act and the Exchange
Act in original actions instituted in Israel. However, subject to certain time limitations and other conditions, Israeli courts
may enforce final judgments of United States courts for liquidated amounts in civil matters, including judgments based upon the civil
liability provisions of those and similar acts.
Provisions of Israeli law may delay, prevent or make difficult an
acquisition of us, which could prevent a change of control and therefore impact the price of our shares.
Provisions of Israeli corporate and tax laws may have the effect of delaying, preventing or making more
difficult a merger with, or other acquisition of, us or all or a significant portion of our assets. Israeli corporate law regulates
acquisitions of shares through tender offers and mergers, requires special approvals for transactions involving significant shareholders
and regulates other matters that may be relevant to these types of transactions. These provisions of Israeli law could have the effect
of delaying or preventing a change in control and may make it more difficult for a third party to acquire us, even if doing so would be
beneficial to our shareholders. These provisions may limit the price that investors may be willing to pay in the future for our
ordinary shares. Furthermore, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders.
These laws may have the effect of delaying or deterring a change in control of our company, thereby limiting
the opportunity for shareholders to receive a premium for their shares and possibly affecting the price that some investors are willing
to pay for our company’s securities. 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 incorporated 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, each shareholder
of an Israeli company has a duty to act in good faith and in a customary manner in exercising his or her rights and fulfilling his or
her obligations toward the company and other shareholders and to refrain from abusing his or her power in the company, including, among
other things, in voting at the general meeting of shareholders on certain matters. Israeli law provides that these duties are applicable
in shareholder votes on, among other things, amendments to a company’s articles of association, increases in a company’s authorized
share capital, mergers and interested party transactions requiring shareholder approval. In addition, a controlling shareholder of an
Israeli company, or a shareholder who knows that he or she possesses the power to determine the outcome of a shareholder vote or who has
the power to appoint or prevent the appointment of a director or officer in the company, has a duty of fairness toward the company.
Currently there is not a clear definition of the duty of fairness under Israeli law. There is limited case law available to assist
us in understanding the nature of this duty or the implications of these provisions. These provisions may be interpreted to impose
additional obligations and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S. corporations.
As a foreign private issuer whose shares are listed on the NASDAQ
Capital Market, we may follow certain home country corporate governance practices instead of certain NASDAQ requirements. We follow Israeli
law and practice instead of NASDAQ rules regarding the composition of the board of directors, director nomination process and quorum at
shareholders’ meetings.
As a foreign private issuer whose shares are listed on the NASDAQ Capital Market, we are permitted to follow
certain home country corporate governance practices instead of certain requirements of the NASDAQ Stock Market Rules. We follow
Israeli law and practice instead of the NASDAQ Stock Market Rules regarding the composition of the board of directors, director nomination
process and quorum at shareholders’ meetings. As a foreign private issuer listed on the NASDAQ Capital Market, we may also
follow home country practice regarding, for example, the requirement to obtain shareholder approval for certain dilutive events (such
as for the establishment or amendment of certain equity based compensation plans, an issuance that will result in a change of control
of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company and certain
acquisitions of the stock or assets of another company). A foreign private issuer that elects to follow a home country practice
instead of NASDAQ requirements must submit to NASDAQ in advance a written statement from an independent counsel in such issuer’s
home country certifying that the issuer’s practices are not prohibited by the home country’s laws. In addition, a foreign
private issuer must disclose in its annual reports filed with the SEC, or on its website, each such requirement that it does not follow
and describe the home country practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may
not be afforded the same protection as provided under NASDAQ’s corporate governance rules.
The termination or reduction of tax and other incentives that the
Israeli government provides to domestic companies may increase the costs involved in operating a company in Israel.
The Israeli government currently provides tax and capital investment incentives to domestic companies,
as well as grant and loan programs relating to research and development and marketing and export activities. In recent years, the Israeli
government has reduced the benefits available under these programs and the Israeli governmental authorities have indicated that the government
may in the future further reduce or eliminate the benefits of those programs. We have taken in the past and may take advantage of these
benefits and programs again in the future, however, there is no assurance that such benefits and programs will continue to be available
to us in the future. If such benefits and programs were terminated or further reduced, it could have an adverse effect on our business,
operating results and financial condition. The government tax benefits that we currently are entitled to receive require us to meet several
conditions and may be terminated or reduced in the future.
Some of our operations in Israel may entitle us to certain tax benefits under the Law for the Encouragement
of Capital Investments, 5719-1959, or the Investment Law, once we are profitable. If we do not meet the requirements for maintaining these
benefits, they may be reduced or canceled and the relevant operations would be subject to Israeli corporate tax at the standard rate,
which is set at 23% in 2018 and thereafter. In addition to being subject to the standard corporate tax rate, we could be required to refund
any tax benefits that we have already received, plus interest and penalties thereon. Even if we continue to meet the relevant requirements,
the tax benefits that our current “Benefited Enterprise” is entitled to may not be continued in the future at their current
levels or at all. If these tax benefits were reduced or eliminated, the amount of taxes that we pay would likely increase, as all of our
operations would consequently be subject to corporate tax at the standard rate, which could adversely affect our results of operations.
Additionally, if we increase our activities outside of Israel, for example, by way of acquisitions, our increased activities may not be
eligible for inclusion in Israeli tax benefits programs.
ITEM 4.
INFORMATION ON THE COMPANY
A. History and Development of the Company
We were incorporated under the laws of the State of Israel on January 1, 1970. We are a public limited
liability company under the Israeli Companies Law, and operate under that law and associated legislation. Our registered offices
and principal place of business are located at 20 Ben Zion Gelis Street, Sgoola Industrial Zone, Petach Tikva 4927920, Israel and our
telephone number is +972-3-9395025. Our website is www.nisteceltek.com. The information on our website is not incorporated
by reference into this annual report.
We manufacture and supply technologically advanced custom made circuitry solutions for use in sophisticated
and compact electronic products. We provide specialized services and are a solution provider in the PCB business, mainly in Israel,
Europe, North America and Asia. PCBs are platforms that conduct an electric current among active and passive microelectronics components,
microprocessors, memories, resistors and capacitors and are integral parts of the products produced by high‑technology industries.
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 design and develop innovative manufacturing solutions pursuant to complex interconnect requirements
of original equipment manufacturers, and provide our customers with a wide range of custom designed PCBs, including complex rigid, double-sided
and multi-layer PCBs as well as flexible circuitry (flex and flex-rigid boards) made of several types of high-performance base material.
To complement our quick-turnaround, prototype, pre-production and low to medium volume production capability and provide our customers
with single source service, we also act as an agent for the importation of PCBs from South East Asia when customers require high volume
production runs, although such activity was not significant in recent years.
In July 2007, we established Eltek USA Inc. (“Eltek USA”), a wholly-owned subsidiary incorporated
in Delaware, to manage our sales and marketing in the North American market. In December 2008, we established Eltek Europe
GmbH, a wholly-owned subsidiary organized in Germany, to manage our sales and marketing activities for certain European customers.
In November 2013, Nistec acquired 50.5% of our issued share capital and gained control of our company.
In June 2016, Mr. Nissan, the controlling shareholder of Nistec, and our Chairman and then CEO, acquired 124,028 ordinary shares of our
company in the market, increasing his ownership interest from 50.5% to 56.6%.
In December 2018, Nistec Ltd., transferred its ownership interest in our company to Nistec Golan Ltd. Nistec
Golan and Nistec Ltd. are privately held companies indirectly controlled by Mr. Nissan, through Nistec Holdings Ltd.
In March 2019, we completed a rights offering to our shareholders of 2,351,716 ordinary shares at a price
of $1.464 per share, for an aggregate consideration of $3.4 million. Of such shares, Nistec acquired 1,707,364 shares and Mr. Nissan
individually acquired 206,712 of our ordinary shares, increasing his direct and indirect voting interest from 56.6% to 65.4%.
In December 2020, we completed a rights offering to our shareholders of 1,460,089 shares at a price of
$3.90 per share, for an aggregate consideration of $5.7 million. Of such shares, Nistec acquired 1,159,813 shares, and Mr. Nissan individually
acquired 43,576 of our ordinary shares, increasing his direct and indirect voting interest from 65.4% to 69.6%.
During the three years ended December 31, 2021, we invested approximately $3.5 in new equipment and the
expansion of our facilities and infrastructure. Subject to availability of financial resources, we expect to invest approximately
$2.4 million in capital expenditures in 2022, mainly for manufacturing equipment to expand our manufacturing capacity and to upgrade our
technological capabilities. We intend to finance these expenditures with suppliers’ credit, cash flow from operations, fund raising
and bank loans; however, external financing may not be available, or, if available, may not be on terms favorable to us.
In addition, we are considering expanding our business to a new facility within a few years. For this purpose
we filed a request to the Ministry of Economics to approve our acquisition of certain property in Nof Hagalil (northern Israel) with exemption
from “tender” made by the Israel Land Authority (“ILA”) for land allocation. The Ministry of Economics approved
its recommendation to the ILA to grant us such land with exemption from tender for 24 months. We have applied to the ILA for the necessary
permits in order to finalize the terms of a long term pre-paid lease. We are at a very early stage in this process and have not yet formulated
a final plan or sought approval for a new facility in Nof Hagalil. There is no assurance that we will obtain all the permits necessary
for such acquisition and construction of a new plant from the ILA or that we will be able to finance such project.
B. Business Overview
Industry Overview
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.
There are several broad categories of PCBs:
Rigid PCBs. Rigid PCBs are the core product of the industry
and can be found in virtually every electronics device. The layer count of these products generally ranges from two to 30 layers,
although some PCBs are composed of 42 layers.
Flexible and flex‑rigid PCBs. Flexible boards are thin,
light-weight circuits used to interconnect other circuit boards and electronic devices within electronic equipment. Flex-rigid boards
are composed of rigid parts and flexible layers. They generally range from two to 30 layers.
Flex-rigid boards provide solutions for electronic systems that impose space and shape restrictions and for systems in which reliability
of connectivity is crucial. These products are often found in military applications (primarily
avionics), medical and measurement equipment and the automotive industry, among other uses.
Backplanes. Backplanes are large, high-density circuit boards
with design features such as tight tolerance finished hole sizes that require precise process controls. These products are commonly
known as “motherboards” on which connectors are mounted to receive and interconnect other PCBs and can be found primarily
in telecommunications applications.
PCB manufacturers can generally be classified based on two parameters, product sophistication and service
sophistication. Product sophistication is evident in the capability of a PCB manufacturer to offer products with higher layer counts
and more complex construction, as well as in the line width and the spacing of lines on the circuit boards. The state-of-the-art
HDI technology enables manufacturers to produce PCBs with line width and spaces as narrow as 2-3 mils and hole diameters of 4 to 6 mils.
Industry Trends
We believe that several trends are impacting the PCB manufacturing industry. These trends include:
Shorter electronic product life cycles. Continual advances
in technology have shortened the life cycles of complex commercial electronic products, placing greater pressure on manufacturers to quickly
bring new products to market. The accelerated time-to-market and ramp-to-volume needs of manufacturers for high-end commercial equipment
create opportunities for PCB manufacturers that can offer engineering support in the prototype stage and manufacturing scalability throughout
the production life cycle.
Increasing complexity of electronic products. Manufacturers
continue to design higher performance electronic products which take advantage of advances in semiconductor technology. This in
turn requires technologically complex PCBs that can accommodate higher speeds and component densities, including HDI, flexible and substrate
PCBs. These complex PCBs can require very high layer counts, miniaturized circuit connections, advanced manufacturing processes
and materials, and high-mix production capabilities, which involve processing small lots in a flexible manufacturing environment.
Manufacturers increasingly rely upon larger PCB manufacturers, which possess the financial resources necessary to invest in advanced manufacturing
process technologies and sophisticated engineering staff, often to the exclusion of smaller PCB manufacturers that do not possess such
technologies or resources.
Increasing concentration of global PCB production in Asia.
In recent years, many electronics manufacturers have moved their commercial production to Asia to take advantage of its exceptionally
large, relatively low-cost labor pool. In particular, the trend has favored China, which according to industry sources has the largest
PCB market in terms of both revenue and number of suppliers. The overall technical capability of suppliers in China has improved
dramatically in recent years, and China has emerged as a global production center for cellular phones, smartphones, tablet PCs, computers
and computer peripherals, and high-end consumer electronics. The continued outsourcing of production to China should result in additional
commercial market share potential for PCB manufacturers with a strong presence and reputation in China.
Decreased reliance on multiple PCB manufacturers. Manufacturers
traditionally have relied on multiple PCB manufacturers to provide different services as an electronic product moves through its life
cycle. The transfer of a product among different PCB manufacturers often results in increased costs and inefficiencies due to incompatible
technologies and manufacturing processes and production delays. In addition, manufacturers generally find it easier and less costly
to manage fewer PCB manufacturers. As a result, manufacturers are reducing the number of PCB manufacturers and backplane assembly
service providers on which they rely, presenting an opportunity for those that can offer one-stop manufacturing capabilities — from
prototype to volume production.
Increased requirements for aerospace and defense products. The
aerospace and defense markets are characterized by increasingly time-consuming and complex certification processes, long product life
cycles, and a demand for leading-edge technology with extremely high reliability and durability. While the DoD budget faces increasing
scrutiny as part of overall U.S. budget deficit reduction efforts, we anticipate that a continued DoD commitment to new product development
and upgrades — incorporating leading-edge PCB technology in products for intelligence, surveillance and reconnaissance, communications
and weapon systems — combined with Foreign Military Sales (the “FMS”) programs and a recovering global commercial aerospace
industry will support a significant long-term market for these products.
Shortage of key raw materials. PCB manufacturers obtain their key
raw materials from a select number of suppliers. Any delays in delivery of or shortages in these raw materials could interrupt and
delay manufacturing of PCB products and may result in the cancellation of orders for our products. If a raw material or component supplier
fails to satisfy our product quality standards, including standards relating to “conflict minerals” it could harm our customer
relationships. Furthermore, if we are unable to identify an alternative source of raw material or component supplier, we may have
to modify our products or a large portion of our production process to use a substitute raw material, which requires customers’
consent of use of such materials and which may cause delays in production and shipments, increased design and manufacturing costs and
increased prices for our products. In addition, price increases for our principal raw materials may materially affect our operating margins
and future profitability.
Reduction in backlog. Due to the costs involved, our customers
are increasingly reluctant to maintain inventory and refrain from placing orders significantly in advance. As a result, we have experienced
a reduction in order backlog and uncertainty in respect of future orders.
Introduction of new disruptive technologies. Semi-additive and
fully-additive technologies are arising and are expected to affect conventional industries in the future.
Domestic production. Many PCB users are concerned that their designs
will be copied by overseas producers. As PCB's become more complex and more critical to the end design, there are raising concerns over
IP theft and security. This results in increased market share of domestic PCB producers.
Manufacturing and Engineering Processes
Continued significant investments in equipment are necessary in order to maintain technological competitiveness
in the PCB industry. During the three years ended December 31, 2021, we invested approximately $3.5
million in machinery and equipment for that purpose.
Manufacturing Capabilities. We have the capability to manufacture
PCBs having in excess of 36 layers, flex-rigid boards, blind and buried vias and designs using materials as thin as 1 mil. We receive
orders for production with turnaround times of generally between several days to two months. We are able to produce short runs of five
to 30 units of simple type PCBs within four to five working days, and a few hundred units within ten working days, and are capable of
producing such number of boards within five working days when production line scheduling permits.
During 2018 we incurred water damage to two electrical testing systems in our production facility. We were
not able to reach an agreement for the damage and the payment from the insurance company on our insurance claim; therefore we filed a
claim with the Israeli court. We cannot be sure that such legal proceedings in this matter will be successfully completed.
During 2021 we invested in machinery and equipment, including a new Inspecta (X-ray drilling and measuring
system),a new Laser drilling machine, a new plasma machine and two additional mechanical drilling machines that are still
under verification process .
Computer Aided Design/Computer Aided Manufacturing (CAD/CAM).
We utilize a state-of-the-art CAD system developed by Frontline PCB Solutions Ltd., an Israeli-based company, and can receive CAD data
by electronic data transmission. Our CAD workstations perform design rule checks on transmitted designs, incorporate any customer-specific
design modifications and perform manufacturability enhancements that increase PCB quality.
Advanced Finishing Capabilities for Dense Packaging Designs.
We provide a wide assortment of alternative surface finishes, including hot air solder leveling, electroless gold over nickel, immersion
silver, outsource nickel/palladium/gold and immersion tin, for the attachment of components to PCBs.
Other Advanced Process Capabilities. We provide fabrication
of dense multi-layer PCBs. We use an advanced inner-layer production line, a laser direct imaging system, mechanical and laser drilling
equipment and clean room environments (ISO-7) to produce technologically advanced products.
Quality, Environmental and Safety Standards. Our quality
management system has been ISO 9001:2008 certified since July 2002. Such certification is based on successful implementation of
quality assurance requirements and includes ongoing monitoring of our business and periodic compliance audits conducted by the Israeli
Institute of Standards. We have obtained United States Department of Defense Qualified Product List approval (MIL-PRF-55110G and
MIL-P-50884E) for our products. Since 1976, our rigid glass epoxy (FR4 and FR5) and flex-rigid boards have been UL 94V-0 certified
by Underwriters Laboratories Inc. (a standards organization that offers product safety testing and certification of product safety).
Our environmental management system has been ISO 14001:2004 certified since 2005 (and prior to such date was ISO 14001 certified from
2003). We are OHSAS 18001:2007 certified for occupation health and safety management systems since December 2007. In November
2009, we became certified to the AS 9100B quality management standard for the aerospace industry and in August 2012 we were upgraded to
AS 9100C.
Sales, Customers and Marketing
Sales. In the years ended December 31, 2021, 2020 and 2019,
the primary industries for which we produced PCBs were defense and aerospace equipment (41.2%, 47.6% and 55.2% of production, respectively),
medical equipment (8.8%, 8.3%, and 9.5% of production, respectively), industrial equipment (4.4%, 2.5% and 2.1% of production, respectively),
distributors, contract electronic manufacturers and others (45.6%, 41.6% and 33.2% of production, respectively).
Customers. During the year ended December 31, 2021, we provided
PCBs to approximately 149 customers in Israel and approximately 76 customers outside of Israel. Our customers outside of Israel
are located primarily in North America, the Netherlands, India, Italy, Romania, Uruguay, China and South Africa. Sales to non-Israeli
customers were $14.9 million (43.9% of revenues) for the year ended December 31, 2021, $16.0 million (43.6% of revenues) for the year
ended December 31, 2020 and $15.1 million (43.5% of revenues) for the year ended December 31, 2019. In the years ended December 31, 2021,
2020 and 2019, a group of affiliated companies accounted for 21.2%, 18.9% and 19.5%, of our total revenues, respectively, and another
group of affiliated companies accounted for 7.9%, 11.6% and 11.5% of our total revenue, respectively.
Marketing. We market and sell our products primarily through
our direct sales personnel, sales representatives and through PCB trading and manufacturing companies. We currently have eight persons
involved in sales, of which four persons are located in Israel and four persons are located in the United States. In North America, we
market and sell our products through Eltek USA as well as through independent local sales representatives. PCB trading and manufacturing
companies act as distributors of our products in the Netherlands, Italy, and South Africa. In India, we market our products through
a local sales representative. We maintain technical support services for our customers worldwide. We also maintain customer
service support centers that handle all logistical matters relating to the delivery of our products and receive and handle complaints
relating to delivered products. Our customer service personnel currently consist of four persons.
Our strategy is to focus on the high end of the PCB market, mainly in flex-rigid PCBs, in which margins
are better. We are currently focusing our marketing efforts on the defense and medical industries. To penetrate the U.S. defense
market, we applied for ITAR registration from the U.S. Department of State, Bureau of Political-Military Affairs, which we received in
January 2009. ITAR regulates the manufacture, export and transfer of defense articles, information and services. ITAR is a
set of U.S. government regulations that controls the export and import of certain defense-related articles and services. The regulations
restrict sensitive information and technologies only to be shared with U.S. persons, unless special approval is acquired. To qualify
for ITAR registration, we met strict requirements for corporate structure, security, record keeping and procedures to allow us to sell
our PCBs for use in U.S. defense products. In November 2009, we became certified to the AS 9100B quality management standard for
the avionic industry in order to strengthen our position in the avionic and aerospace market in North America and Europe. In January
2014, we received accreditation from Nadcap, a global cooperative accreditation program for aerospace engineering and related industries,
for our advanced circuitry solutions, including rigid and flex-rigid printed circuit boards.
During 2021 we established a sales team for commercial activities which cooperate with reliable PCB manufacturers
from the Far East.
We have ongoing programs to upgrade our processes by implementing high-quality standards, employee training
and special training activities for clients. Marketing efforts include recruiting independent sales representatives in various geographic
areas, the distribution of promotional materials, seminars for engineers, and the supply of technical information to business publications.
Materials and Supplies
The materials used in the manufacture of PCBs are primarily laminates (copper clad, with an isolating core
separating them), prepreg composite materials, photo-chemical films, chemicals and inks. The materials we use are manufactured in
Europe, North America and South East Asia. Some of the materials are purchased directly from the manufacturer, while others are
purchased from local distributors.
During recent years, price negotiations with our suppliers resulted in lower price increases than requested
by our suppliers; however, we may not continue to be successful in such negotiations in the future. We have also faced pressure
to raise our prices for our products to compensate for these price increases and although we have managed to date to maintain our sales
prices with moderate price increases, we may not be able to so in the future. During recent years the price for raw materials increased
due to the Copper demand in the world and the price rise for resin and glass.
We, like most PCB manufacturers, generally obtain our key raw materials from a select number of suppliers.
Any delays in delivery of or shortages in these raw materials could interrupt and delay manufacturing of PCB products and may result in
the cancellation of orders for our products. If a raw material or component supplier fails to satisfy our product quality standards, including
standards relating to “conflict minerals” it could harm our customer relationships. Furthermore, if we are unable to
identify an alternative source of raw material or component supplier, we may have to modify our products or a large portion of our production
process to use a substitute raw material, which requires customers’ consent of use of such materials and which may cause delays
in production and shipments, increased design and manufacturing costs and increased prices for our products.
In 2021, one of our main suppliers (DuPont), including through its Israeli distributer, failed to supply
the Company with Pyralux AP, a key material necessary for the manufacturing of our products, which created a slowdown in our production,
such that we were not able to supply certain orders, and others were delayed. During the second and third quarters we were able to obtain
authorizations from some of our customers to use alternative raw materials. Nonetheless, not all of our clients have authorized us to
use alternative raw materials provided by the new supplier. As of year-end, the supply of this material by DuPont returned to normal capacity.
Future delays in our supply chain may result in disruption in our operations and may negatively impact both our ability to meet customer
demand and our revenue and profit during this period of uncertainty.
Competition
The global PCB industry is highly fragmented and intensely competitive, trends that we believe will continue.
The global PCB industry is characterized by rapidly changing technology, frequent new product introductions and rapidly changing customer
requirements. We compete principally in the market for complex, flex-rigid multi-layer PCBs. In the Israeli market, we mainly
compete with major PCB exporters, mainly from South East Asia, North America and Europe, and the Israeli firm PCB Technologies Ltd. In
the European market we mainly compete with Advanced Circuit Boards NV (Belgium), Dyconex and Cicor (Switzerland), Graphics, Exception
PCB and Invotec (United Kingdom), Cistelaier and Somacis (Italy), Schoeller-Electronics GmbH (formerly Ruwel Werke GmbH) (Germany)
and certain other German companies. In the North American market, we mainly compete with TTM, Inc. (previously known as DDi Corp
and Viasystems), KCA Electronics Inc., Lenthor Engineering, Printed Circuits, Inc., Teledyne. Many of these competitors have significantly
greater financial, technical and marketing resources than us. Although capital requirements are a significant barrier to entry for
manufacturing complex PCBs, the basic interconnect technology is generally not protected by patents or copyrights. Our current competition
in the rigid PCB segment is mainly from PCB manufacturers in the Far-East (mainly in China), which have substantially lower production
costs than us. Continued competitive pressures could cause us to lose market share and reduce prices.
Backlog
Due to the costs involved, our customers are increasingly reluctant to maintain inventory and refrain from
placing orders significantly in advance. Accordingly, the backlog outstanding at any point in time is not necessarily indicative of the
level of business to be expected in the ensuing period.
Our backlog at December 31, 2021 was approximately $10.0 million compared to a backlog of approximately
$6.8 million at December 31, 2020. We include in our backlog all purchase orders scheduled for delivery within the next 12 months.
Environmental Matters
Our environmental management system has been ISO 14001 certified since May 2003. This certification
was based on successful implementation of environmental management requirements and includes ongoing monitoring of our processes, raw
materials and products. The certification is subject to periodic compliance audits conducted by the Israeli Institute of Standards.
PCB manufacturing requires the use of metals and chemicals classified as hazardous substances. Water
used in the manufacturing process must be treated to remove metal particles and other contaminates before it can be discharged into the
local sewer systems. We operate and maintain effluent water treatment systems and use approved testing procedures at our manufacturing
facilities. There is no assurance, however, that violations will not occur in the future. We are also subject to environmental
laws and regulations relating to the storage, use and disposal of chemicals, solid waste and other hazardous materials, as well as air
quality regulations. Environmental laws and regulations could become more stringent over time, and the costs of compliance with
more stringent laws could be substantial. Environmental regulations enacted in Israel in September 2000 provide that a company that
is found to have discharged water containing contaminates will be liable for quadruple the amount normally charged for its water consumption.
Over the years, we have undertaken various actions to reduce the use of water in our manufacturing facilities, and invested in improving
our effluent wastewater treatment system to lower the amounts of inorganic salts and copper concentration in the discharged water.
A shortage of water in Israel may reduce the allocation of water available to manufacturing plants, including
ours, which could affect the concentrations of pollutants in our wastewater, making it harder to comply with the foregoing regulations,
in which event we would be required to invest additional funds to improve our wastewater treatment systems.
In March 2019, representatives of the Ministry of Environmental Protection inspected our 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). Following a hearing
at the Ministry in August 2019, the Ministry conducted two additional tests after which we were asked to take corrective actions. During
May 2020 and July 2020, representatives of the Ministry inspected our premises again. In September 2020, the Ministry issued a warning
related to an alleged breach of the Clean Air Law, the Hazardous Materials Law (1993), the Water Law and the Business Permit Law. We attended
another hearing at the Ministry on November 9, 2020. Following that hearing, the district manager issued a protocol stating that he will
recommend that the Ministry imposes fines on our company. On August 5, 2021, we received a letter from the Ministry entitled "Requirement
for details of annual sales turnover under the Hazardous Materials Law." According to the letter, such information is required for the
purpose of determining the financial sanction that will be imposed on our company due to violation of conditions in the toxins permit,
as observed during inspection of our plant in May 2020.
If we are found to be in violation of environmental laws in the future, we could be liable for fees, damages,
costs of remedial actions and a range of potential penalties, and could also be subject to revocation of permits necessary to conduct
our business or any part thereof. Any such liability or revocation could have a material adverse effect on our business, financial
condition and results of operations.
Intellectual Property Rights
Our success depends in part on our proprietary techniques and manufacturing expertise, particularly in
the area of manufacturing complex multi-layer and flex-rigid PCBs. Like many companies in the PCB industry, we do not hold any patents
and rely principally on trade secret protection of our intellectual property. We believe that, because of the rapid pace of technological
change in the electronics 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 support services that
we provide.
C. Organizational Structure
In December 2008, we established Eltek Europe GmbH, a wholly-owned subsidiary organized in Germany, to
manage our sales and marketing activities for certain European customers. Eltek Europe became inactive in 2019 and during 2020 we started
the liquidation process that is expected to be concluded in 2022.
In July 2007, we established Eltek USA Inc., a wholly-owned subsidiary incorporated in Delaware, to manage
our sales and marketing activities in the North American market. Eltek USA Inc. commenced operations in 2008.
In November 2013, Nistec acquired a controlling 50.5% stake in our company. In June 2016, Mr. Nissan,
our Chairman and then CEO and the controlling shareholder of Nistec, acquired 124,028 additional ordinary shares of our company, increasing
his direct and indirect voting interest from 50.5% to 56.6%. In December 2018, Nistec Ltd. transferred its ownership interest in our company
to Nistec Golan Ltd. Nistec Golan and Nistec Ltd., are privately held companies indirectly controlled by Mr. Nissan, through Nistec
Holdings Ltd. In March 2019, as part of a rights offering, Nistec acquired 1,707,364 shares and Mr. Nissan individually acquired
206,712 of our ordinary shares, increasing his direct and indirect voting interest from 56.6% to 65.4%. In our second rights offering
in In December 2020, Nistec acquired 1,159,813 shares, and Mr. Nissan individually acquired 43,576 of our ordinary shares, increasing
his direct and indirect voting interest from 65.4% to 69.6%.
D. Property, Plants and Equipment
Leased Facilities
Our executive offices, as well as our design, production, storage and shipping facilities, aggregating
approximately 90,000 square feet, are located in an industrial building in the Sgoola Industrial Zone of Petach Tikva, Israel. In 2020,
we signed an amendment to the lease agreement which extend the lease contract until February 2027 with a 7% increase in rent, with an
option to extend the lease for an additional five years period with an additional 3% increase in rent, which will expire in February 2032.
In the year ended December 31, 2021, we incurred $1 million of leasing expenses for these premises.
We are considering expanding our business to a new facility within a few years. For this purpose we filed
a request to the Ministry of Economics to approve our acquisition of certain property in Nof Hagalil (northern Israel) with exemption
from “tender” made by the Israel Land Authority (“ILA”) for land allocation. The Ministry of Economics approved
its recommendation to the ILA to grant us such land with exemption from tender for 24 months. We have applied to the ILA for the necessary
permits in order to finalize the terms of a long term pre-paid lease. We are at a very early stage in this process and have not yet formulated
a final plan or sought approval for a new facility in Nof Hagalil. There is no assurance that we will obtain all the permits necessary
for such acquisition and construction of a new plant from the ILA or that we will be able to finance such project.
Our U.S. subsidiary, Eltek USA Inc., leases approximately 1,682 square feet of office space in New Hampshire
under a lease that expires in February 2024. In the year ended December 31, 2021, we paid an aggregate of $14,000 in lease payments
for these premises.
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.
Overview
We were incorporated under the laws of the State of Israel in 1970. We develop, manufacture, market
and sell PCBs, including HDI multi-layered and flex-rigid boards for electronic devices. Our principal customers include manufacturers
of medical equipment, defense and aerospace equipment, industrial equipment, and telecom and networking equipment, as well as contract
electronic manufacturers. We have production facilities in Israel, marketing subsidiaries in the United States and an inactive subsidiary
in Germany.
Our consolidated financial statements appearing in this annual report are prepared in dollars in accordance
with U.S. GAAP. Our functional currency is the NIS. The consolidated financial statements appearing in this annual report
are translated into dollars at the representative rate of exchange under the current rate method. Under such method, the income
statement and cash flows statement items for each year (or period) stated in this report are translated into dollars using the average
exchange rates in effect at each period presented, and assets and liabilities for each year (or period) are translated using the exchange
rate as of the balance sheet date (as published by the Bank of Israel), except for equity accounts, which are translated using the rates
in effect at the date of the transactions. All resulting exchange differences that do not affect our earnings are reported in the
accumulated other comprehensive income as a separate component of shareholders’ equity.
Recent Developments
Although the effects of the COVID-19 pandemic on the local economy and most relevant economies worldwide
have mostly subsided or significantly improved and the worldwide vaccination process is in progress, it is not clear that new infection
waves will not arise, given the appearance of continued or new virus mutations. During 2021, the pandemic did not materially affect
our company’s operations, which have been deemed an “essential enterprise” by the Israeli government and we are making
efforts to operate as normal. Our ability to collect money, pay bills, handle customer and consumer communications, schedule production
and order raw materials necessary for our production has not been materially impacted, except the delay we were facing in the first quarter
of 2021 in supply of certain raw materials, which may negatively impact both our ability to meet customer demand and our revenue and profit
during this period of uncertainty.
Results of Operations
The following table sets forth, for the periods indicated, selected financial information expressed as
a percentage of our total revenues:
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Revenues
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|
100 |
% |
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100 |
% |
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100 |
% |
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Cost of revenues |
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Gross profit |
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20.4 |
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21.1 |
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17.3 |
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Research and development expenses |
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(0.2 |
) |
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- |
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- |
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Selling, general and administrative expenses
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(14.4 |
) |
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(12.8 |
) |
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(13.3 |
) |
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Operating profit |
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5.8 |
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8.3 |
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4.0 |
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Financial expenses, net |
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(1.4 |
) |
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(0.9 |
) |
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(1.3 |
) |
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Other income (loss), net |
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Profit before income tax expense |
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4.5 |
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7.3 |
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5.4 |
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Income tax benefit (expense) |
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Net profit |
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Year Ended December 31, 2021 Compared with Year Ended December 31,
2020
Revenues. Revenues decreased by 8% to $33.8 million in the
year ended December 31, 2021, from $36.7 million in the year ended December 31, 2020. The decrease in revenues is primarily attributable
to shortage of a key raw material during the year.
Cost of Revenues. Cost of revenues decreased by 7% to $26.9
million for the year ended December 31, 2021, from $29.0 million for the year ended December 31, 2020. The decrease in cost of revenues
is primarily attributable to decrease in revenues.
Gross Profit. Gross profit decreased by 10.9% to $6.9 million
for the year ended December 31, 2021, from $7.7 million for the year ended December 31, 2020. Gross profit as a percentage of revenues
decrease to 20.4% for the year ended December 31, 2021, from 21.1% for the year ended December 31, 2020. The decrease in gross profit
is primarily attributable to the decrease in revenues, and the devaluation of the US Dollar against the NIS.
Selling, General and Administrative Expenses. Selling, general
and administrative expenses were $4.9 million in the year ended December 31, 2021 as compared to $4.7 million in the year ended December
31, 2020. The increase of $0.2 million is primarily attributable to increased rates of D&O insurance.
Operating Profit. We recorded an operating profit of $1.9
million in the year ended December 31, 2021 compared to an operating profit of $3.0 million in the year ended December 31, 2020.The decrease
is primarily attributable to the decrease in revenues and the devaluation of the US Dollar against the NIS.
Financial Expenses, Net. Financial expenses, net increased
to $0.5 million in the year ended December 31, 2021, from $0.3 million in the year ended December 31, 2020. The increase in financial
expenses in 2021 compared to 2020 is primarily attributable to the devaluation of the US Dollar against the NIS and its impact on our
cash balances during the year.
Other Income (Expenses), Net. We had other income, net of
$41,000 in the year ended December 31, 2021, mainly attributable to compensation received for an insurance claim we filed with the insurance
company. We had other expenses, net of $16,000 in the year ended December 31, 2020, mainly attributable to the disposal of equipment.
Income Tax Expense. During
the year ended December 31, 2021 we released the tax loss carryforwards valuation allowance recorded in prior years. This release resulted
in a tax benefit of $3.5 million in the year ended December 31, 2021. Tax expenses in 2020 and 2019 were mainly attributable to the increase
in deferred tax liability and tax related to our subsidiary in the United States.
Year Ended December 31, 2020 Compared with Year Ended December 31,
2019
Please see Item 5A of our Form 20-F for the year ended December 31, 2020 filed on March 25, 2021, for this
comparison.
Change in policy for recognizing stock-based compensation expense
In the fourth quarter of 2021, the Company changed its policy for recognizing stock-based compensation
expense for graded-vesting awards with service conditions only, from the accelerated attribution method to the straight-line attribution
method. The Company views these awards as single awards and believes that the straight-line attribution method more accurately reflects
the pattern of service provided by the employees versus the accelerated attribution method which significantly front loads the stock-based
compensation expense and does not appropriately match the expense with the services provided. In addition, based on research and analysis,
the Company believes the straight-line attribution method for stock-based compensation expense for service condition-only awards is the
predominant method used in its industry. The Company has concluded that the straight-line attribution method for stock-based compensation
is a preferable accounting policy in accordance with ASC 250, Accounting Changes and Error Corrections and has applied this change retrospectively.
The impact from the change in accounting policy for periods prior to January 1, 2021 was immaterial. Set forth are the restated 2021 quarterly
results of operations (the change had no impact on the Company balance sheet or shareholders equity for these [periods):
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Three months period ended |
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($ in thousands) |
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Revenues |
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7,205 |
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9,132 |
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7,965 |
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9,521 |
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Cost of revenues |
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(6,063 |
) |
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(6,743 |
) |
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(6,555 |
) |
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(7,565 |
) |
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Gross profit |
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1,142 |
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2,389 |
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1,410 |
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1,956 |
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Selling, general and administrative |
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Expenses |
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1,000 |
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|
1,332 |
|
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|
1,228 |
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|
1,310 |
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R&D expenses, net |
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|
- |
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|
10 |
|
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|
45 |
|
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|
23 |
|
|
Operating profit |
|
|
142 |
|
|
|
1,047 |
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|
137 |
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|
623 |
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Financial income (expenses), net |
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|
104 |
|
|
|
(84 |
) |
|
|
(121 |
) |
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(387 |
) |
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Other income (loss), net |
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(2 |
) |
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|
- |
|
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44 |
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(1 |
) |
|
Profit before income tax expense |
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|
244 |
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|
963 |
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|
60 |
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|
235 |
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Income tax (expense) |
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(15 |
) |
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(35 |
) |
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(14 |
) |
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3,601 |
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Net Profit |
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|
229 |
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|
928 |
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46 |
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|
3,836 |
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Impact of Currency Fluctuations and Inflation
Our revenues and expenses are denominated in the NIS, dollars and Euros. Due to the different proportions
of currencies our revenues and expenses are denominated in, fluctuations in rates of exchange between NIS and other currencies may affect
our operating results and financial condition. For example, the NIS value of our dollar or Euro denominated revenues are negatively
impacted in case of a devaluation of the dollar and the Euro against the NIS. The average exchange rate for the NIS against the
dollar was approximately 6.16% lower in 2021 than 2020 and the average exchange rate of the NIS against the Euro was 2.54% lower in 2021
than 2020 and in total, these changes had a negative impact on our operating results in 2021. The average exchange rate for the
NIS against the dollar was 3.43% lower in 2020 than 2019 and the average exchange rate of the NIS against the Euro was 1.73% lower in
2020 than 2019, and in total, these changes had a negative impact on our operating results in 2020.
The following table sets forth, for the periods indicated, devaluation or appreciation of the NIS against
the most important currencies for our business, the Dollar and Euro, between December 31 each year and December 31 of the year before.
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Dollar |
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(3.27 |
)% |
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(6.97 |
)% |
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(7.79 |
)% |
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8.10 |
% |
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(9.83 |
)% |
|
Euro |
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|
(10.76 |
)% |
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|
1.7 |
% |
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(9.63 |
)% |
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|
3.35 |
% |
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|
2.69 |
% |
From time to time in the past we have used currency hedging instruments in order to partially protect ourselves
from currency fluctuation and may use hedging instruments from time to time in the future.
Because exchange rates between the NIS and the dollar and Euro fluctuate continuously, exchange rate fluctuations,
particularly larger periodic devaluations, may 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 materially adversely affected by currency fluctuations.
Increase in inflation is due to many factors beyond our control, such as rising production and
labor costs, high debts, changes in the Israeli and foreign governmental policy and regulations, and movements in exchange rates and interest
rates. The Israeli national consumer price index, which is an indicator of the inflation, was 2.8%, (0.7%) and 0.6% in 2021, 2020
and 2019, respectively. Inflation rates may increase in the future. If inflation rates rise, the costs of our business
operations may become significantly higher than anticipated, and we may be unable to pass on such higher costs to consumers in amounts
that are sufficient to cover those increasing operating costs. As a result, further inflationary pressures in Israel, and worldwide, may
have a material adverse effect on our business, financial condition and results of operations, as well as our liquidity and profitability.
Conditions in Israel
We are incorporated under the laws of, and our executive offices, principal production facilities and research
and development facilities are located in, the State of Israel. See Item 3D. “Key Information – Risk Factors – Risks
Relating to Our Operations in Israel” for a description of governmental, economic, fiscal, monetary or political polices or factors
that have materially affected or could materially affect our operations.
Trade Relations
Israel is a member of the United Nations, the International Monetary Fund, the International Bank for Reconstruction
and Development and the International Finance Corporation. Israel is a member of the World Trade Organization and is a signatory
to the General Agreement on Tariffs and Trade. In addition, Israel has been granted preferences under the Generalized System of
Preferences from Australia and Canada. These preferences allow Israel to export the products covered by such programs either duty-free
or at reduced tariffs. Israel is also a member of the Organization for Economic Co-operation and Development, or the OECD, an international
organization whose members are governments of mostly developed economies. The OECD’s main goal is to promote policies that
will improve the economic and social well-being of people around the world.
Israel and the E.U. concluded a Free Trade Agreement in July 1975 that confers some advantages with respect
to Israeli exports to most European countries and obligated Israel to lower its tariffs with respect to imports from these countries over
a number of years. In 1985, Israel and the United States entered into an agreement to establish a Free Trade Area. The Free
Trade Area has eliminated all tariff and some non-tariff barriers on most trade between the two countries. On January 1, 1993, an
agreement between Israel and the European Free Trade Association, known as the EFTA, established a free-trade zone between Israel and
the EFTA nations. In November 1995, Israel entered into a new agreement with the E.U., which includes a redefinition of rules of
origin and other improvements, such as allowing Israel to become a member of the Research and Technology programs of the E.U. In
June 2014, Israel joined the E.U.’s Horizon 2020 Research and Innovation program. In recent years, Israel has established
commercial and trade relations with a number of other nations, including Russia, China, India, Turkey and most recently, UAE, and other
nations in Eastern Europe and Asia.
Effective Corporate Tax Rate
Israeli companies are generally subject to income tax on their taxable income under the Income Tax Ordinance,
5721-1961. The regular corporate tax rate in Israel has been 23% since 2018. However, our production facility qualifies as a “benefited
enterprise” under the Law for the Encouragement of Capital Investments, 5719-1959, as amended. We may select a “preferred
enterprise” status, which will allow us to be taxed at a rate of 16% on all of our income. For additional information see
Item 10E. “Additional Information – Taxation - Tax Benefits Under the Law for the Encouragement of Capital Investments, 5719-1959”
and Note 18 to our consolidated financial statements.
As of December 31, 2021, we had approximately $20.4 million in tax operating loss carryforwards and $11.1
million in capital loss carry forwards in Israel, which can be offset against future income in Israel without time limitation. In
Israel, we have received final tax assessments through the 1995 tax year. Tax assessments through the 2016 tax year are considered
final due to the statute of limitations. Our European subsidiary, Eltek Europe, has received final tax assessments through the 2013
tax year. Our U.S. subsidiary has not yet received any final tax assessments since its incorporation.
In 2021, we reversed the valuation allowance recorded in past years due to our conclusion that it is more
likely than not that the Company will realize its deferred tax losses in the future and recorded a tax benefit of $3.5 million. In 2020,
we recorded tax expenses of $71,000, mainly in respect of our subsidiary in the United States.
B. 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 (approximately $5.8 million). In August 2013, we entered into a definitive investment agreement with Nistec pursuant to which Nistec
purchased 706,531 of our ordinary shares (approximately 34.8% of our issued share capital on a fully diluted basis) in consideration of
$4.2 million.
In June 2017, we received a loan of NIS 5.0 million (approximately $1.4 million) from Nistec and in March
2018, we received additional loans from Nistec in the amount of NIS 4.0 million (approximately $1.2 million). In July 2018, we received
a third loan from Nistec of NIS 1.0 million (approximately $290,000). In December 2018, these loans and the shares of our company that
were held by Nistec were transferred within the Nistec group to an affiliated company, Nistec Golan Ltd. We and Nistec Golan subsequently
renegotiated the term and interest provisions of these loans aggregating NIS 10 million (approximately $ 2.9 million) and on December
5, 2019, our shareholders approved the execution of the renegotiated interest agreement with Nistec Golan (the “Interest Agreement”).
Under the terms of the Interest Agreement, the loans carried interest ranging from Prime + 1% to Prime + 1.75%.
In addition to the above loans, in January 2019, Nistec Golan provided a NIS 2.0 million (approximately
$580,000) guarantee of an existing line of credit to a bank, which was payable on April 30, 2019. In February 2019, our audit committee
approved the exercise of the option that Nistec would repay the debt owed to the bank and would be converted into a loan to us from Nistec,
which was repaid on May 1, 2020.
In March 2019, we completed a rights offering to our shareholders of 2,351,716 ordinary shares at a price
of $1.464 per share, for an aggregate consideration of $3.4 million. Of such shares, Nistec acquired 1,707,364 shares and Mr. Nissan
individually acquired 206,712 of our ordinary shares, increasing his direct and indirect voting interest from 56.6% to 65.4%. The proceeds
of this rights offering were used to reduce our outstanding debt under our lines of credit by NIS 6.0 million (approximately $1.7 million),
as well as for working capital and other general corporate purposes, including investment in equipment.
In June 2020, we obtained a five-year loan of NIS 4 million (approximately $1.2 million) from Mizrahi-Tefahot
Bank, guaranteed by Nistec Ltd. The loan is for a period of five years and has preferred terms including a repayment schedule that
starts after a 12 month grace period and carried interest of Prime + 1.50%, which was waived for the first year of the loan.
In December 2020, we completed a rights offering to our shareholders of 1,460,089 shares at a price of
$3.90 per share, for an aggregate consideration of $5.7 million. Of such shares, Nistec acquired 1,159,813 shares, and Mr. Nissan individually
acquired 43,576 of our ordinary shares, increasing his direct and indirect voting interest from 65.4% to 69.6%. The proceeds of this rights
offering were used to reduce our outstanding debt of NIS 10.0 million to Nistec (approximately $3.1 million), as well as for working capital
and other general corporate purposes, including investment in equipment.
In May 2021, we obtained a loan of NIS 10 million (approximately $3.1 million) from Bank Leumi, The loan
is for a period of ten years, with preferred terms including a repayment schedule that starts after a 12 month grace period and carried
interest of Prime + 1.50%, which was waived for the first year of the loan.
As of December 31, 2021, we had $9.3 million in cash and cash equivalents and working capital of $13.3
million compared to $4.7 million in cash and cash equivalents and a working capital deficit of $9.1 million at December 31, 2020.
As of December 31, 2021, we had revolving lines of credit of approximately $2.8 million with Bank Hapoalim
B.M. Our credit lines bear annual interest at Prime + 0.85% and our long-term NIS bank loans bear annual interest of Prime + interest
at range of 1.50% to 1.75%.
The credit lines and loans from the banks are secured by specific pledge on certain assets, by a first
priority charge on the rest of our now-owned or after-acquired assets and by a fixed pledge on goodwill (intangible assets) and insurance
rights (rights to proceeds on insured assets in the event of damage). In addition, the agreements with the banks prohibit us from
selling or otherwise transferring any assets except in the ordinary course of business or from placing a lien on our assets without the
banks’ consent.
Bank Hapoalim and Bank Leumi require us to maintain a specific set of covenants each fiscal year.
We are required to meet all of the following financial covenants: (i) maintaining adjusted shareholders’ equity equal to the greater
of $4.5 million or 17% of our consolidated total assets; and (ii) a debt service ratio of 1.5. For this purpose, adjusted shareholders’
equity excludes certain intangible and other assets. Debt service ratio is defined as the ratio of EBITDA to current maturities
of long-term debt plus interest expenses. As of December 31, 2021, 2020 and 2019, we were in compliance with the covenants.
These credit facilities may not remain available to us in the future and under certain circumstances the
banks may require us to accelerate or make immediate payment in full of our credit facilities. All of our assets are pledged as
security for our liabilities to our banks, whose consents are required for any future pledge of such assets.
Our working capital requirements and cash flow provided by our operating and financing activities are likely
to vary greatly from quarter to quarter, depending on the following factors: (i) the timing of orders and deliveries; (ii) net profit
in the period; (iii) the purchase of new equipment; (iv) the build‑up of inventories; (v) the payment terms offered to our customers;
(vi) the payment terms offered by our suppliers; (vii) the repayment of existing lines of credit and loans; and (viii) approval of the
current or additional lines of credit and long-term loans from banks.
The lack of sufficient working capital could negatively impact our ability to compete effectively in the
future. To the extent that we incur operating losses in the future or are unable to generate free cash flows from our business, we may
not have sufficient working capital to fund our operations and will be required to obtain additional financing.
Cash Flows
The following table summarizes our cash flows for the periods presented:
|
Year ended December 31, |
|
|
|
|
|
|
|
|
|
| |
|
($ in thousands) |
|
|
Net cash provided by operating activities
|
|
|
3,875 |
|
|
|
3,252 |
|
|
|
2,578 |
|
|
Net cash used in investing activities
|
|
|
(1,647 |
) |
|
|
(1,140 |
) |
|
|
(806 |
) |
|
Net cash provided by (used in) financing activities |
|
|
2,124 |
|
|
|
814 |
|
|
|
(1,132 |
) |
|
Effect of translation adjustments |
|
|
196 |
|
|
|
181 |
|
|
|
(4 |
) |
|
Net increase in cash and cash equivalents |
|
|
4,548 |
|
|
|
3,107 |
|
|
|
636 |
|
|
Cash and cash equivalents at beginning of year |
|
|
4,735 |
|
|
|
1,628 |
|
|
|
992 |
|
|
Cash and cash equivalents at end of year
|
|
|
9,283 |
|
|
|
4,735 |
|
|
|
1,628 |
|
The changes in assets and liabilities reflected in the cash flow statement do not correspond exactly to
the respective amounts in the balance sheets included with this annual report, mainly because our functional currency is the NIS and our
reporting currency is the dollar.
Net cash provided by operating activities was $3.9 million in the year ended December 31, 2021. This amount
was primarily attributable to our pre-tax income of $1.5 million, depreciation of fixed assets of $1.8 million and a net increase in working
capital items of $0.6 million.
Net cash provided by operating activities was $3.3 million in the year ended December 31, 2020. This amount
was primarily attributable to our net profit of $2.6 million, depreciation of fixed assets of $1.6 million and an increase of $448,000
in other liabilities and accrued expenses. This amount was partially offset by an increase in trade receivables of $956,000, increase
in other accounts receivables and prepaid expenses of $556,000 and a decrease in trade payables of $449,000.
Net cash provided by operating activities was $2.6 million in the year ended December 31, 2019. This amount
was primarily attributable to our net profit of $1.8 million, depreciation of fixed assets of $1.5 million and a decrease of $598,000
in other accounts receivables and prepaid expenses. This amount was partially offset by an increase in trade receivables of $1.3 million
and a decrease in other liabilities and accrued expenses of $529,000.
Net cash used in investing activities was $1.6 million in the year ended December 31, 2021, compared to
$1.1 million in the year ended December 31, 2020 and compared to $0.8 million in the year ended December 31, 2019. Net cash used
in investing activities in each of the three years ended December 31, 2021 was primarily for the purchase of fixed assets for our production
lines and leasehold improvements.
Net cash provided by financing activities was $2.1 million in the year ended December 31, 2021, which was
primarily attributable to the $3.1 million of proceeds from long term loans. These amounts were partially offset by repayments of short-term
credits.
Net cash provided by financing activities was $814,000 in the year ended December 31, 2020, which was primarily
attributable to the $5.6 million of proceeds from a rights offering of our ordinary shares and proceeds from long term loans of $1.1 million.
These amounts were partially offset by a decrease of $1.6 million in short-term credits and the repayment of short-term shareholder loans
of $3.7 million.
Net cash used in financing activities was $1.1 million in the year ended December 31, 2019, which was primarily
attributable to a decrease of $4.2 million in short-term credits, the repayment of a long term loan of $891,000 and the repayment of fixed
asset payables of $477,000. These amounts were partially offset by proceeds of $3.3 million from a rights offering of our ordinary shares,
an increase in short-term shareholders’ loans of $561,000 and proceeds from long term loans of $558,000.
Capital expenditures on a cash basis for the years ended December 31, 2021, 2020 and 2019 were approximately
$1.5 million, $1.1 million and $0.8 million, respectively. In addition, purchases of fixed assets not yet paid as at December 31,
2021 amounted to $221,000. Our capital expenditures in such periods mainly related to our investments in production and manufacturing
equipment, and in leasehold improvements. We intend to finance our 2022 capital expenditures mainly with our cash balances, bank loans,
suppliers’ credit and operational cash flow; however, such financing may not be available, or, if available, may not be on terms
favorable to us. Our principal commitments consist of obligations outstanding under our bank
loans and credit facilities, suppliers’ credit and operating leases.
We expect to finance our 2022 operations from our cash flow from operations, revolving bank credit lines
and long-term bank loans and supplier financing. Although we anticipate that these capital resources will be adequate to satisfy our liquidity
requirements through 2022, our liquidity could be negatively affected by the continuation of the Coronavirus outbreak, which could have
an adverse effect on the global markets and on our operations, shortage in raw materials, continued operational difficulties in our manufacturing
and a decrease in demand for our products, including the impact of changes in customer buying that may result from the general economic
downturn, the stability of the dollar/NIS exchange rate, our results of operations, our suppliers’ payment terms, our customers’
demand for extending their payment terms and other factors detailed in Item 3D “Key Information - Risk Factors”. If
available liquidity is not sufficient to meet our operating and debt service obligations as they come due, we would need to pursue alternative
financing arrangements or reduce expenditures to meet our cash requirements through 2022. Such additional financing may not be available
to us or, if available, may not be obtained on terms favorable to us, and there is no assurance that we would be able to reduce discretionary
spending to provide the required liquidity.
C. Research and Development, Patents and Licenses
During January 2021 we received approval for grants from the Israeli Investment Authority that will fund
15%-20% of our expected $1.5 million investment in Advanced Manufacturing Equipment compatible with Industry 4.0 standards,
which focuses on interconnectivity, automation, machine learning, and real-time data. In addition, we received final approval from the
Israel Innovation Authority (“IIA”) for a 50% participation in an approximately $250,000 one-year development program, which
started in March 2021. The total R&D program may be extended for a second year, subject to IIA approval. This R&D program is meant
to enable Eltek to achieve a significantly faster production rate in certain stages of its manufacturing process, which will also drastically
reduce scrap. There can be no assurance that the R&D program will succeed in achieving its goals or that all pre-defined benefits
will be attained.
D. Trend Information
In recent years, we faced a reduced demand for our products. We include in our backlog all purchase orders
scheduled for delivery within the next 12 months. Our backlog at December 31, 2021 was approximately $10.0 million compared to a
backlog of approximately $6.8 million at December 31, 2020
E. Critical Accounting Estimates
The preparation of our consolidated financial statements and other financial information appearing in this
Annual Report 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 included in this annual report:
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.
Recently Issued Accounting Standards
See Note 2v to our 2021 consolidated financial statements.
| ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. Directors and Senior Management
Directors
Set forth below are the name, age, principal position and a biographical description of each of our directors:
|
Name |
Age |
Position |
|
Yitzhak Nissan (3)
|
72 |
Chairman of the Board of Directors |
|
Mordechai Marmorstein (1)(2)
|
75 |
Director |
|
David Rubner(4) |
82 |
Director |
|
Erez Meltzer(4) |
64 |
Director |
|
Gad Dovev(1)(2)(3)(4)
|
75 |
External Director |
|
Ilana Lurie (1)(2)(3)(4)
|
49 |
External Director |
__________________________
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Banking Committee
(4) Member of the Special Independent Committee for M&A purposes
At our 2021 annual general meeting of shareholders held on June 3, 2021, our shareholders re-elected Messrs.
Yitzhak Nissan, Mordechai Marmorstein, David Rubner and Erez Meltzer to serve as a directors until our 2022 annual general meeting of
shareholders. Mr. Gad Dovev was elected to serve as an external director for a third three-year term, at our 2020 meeting of shareholders
held on October 29, 2020. Ms. Ilana Lurie was elected to serve as an external director for a second three-year term, at our 2021 meeting
of shareholders held on June 3, 2021.
Yitzhak Nissan has served as our Chairman of
the Board of Directors since November 2013, and is a member of our Banking Committee. From October 2014 to July 2018, Mr. Nissan
also served as our Chief Executive Officer. Mr. Nissan is the founder of Nistec Group and has served as its chief executive officer since
1985. Mr. Nissan served as a member of ILTAM (Israeli Users' Association of Advanced Technologies in Hi-Tech Integrated Systems)
Presidential Board between 2008 and 2009, and as a Presiding Member of the Israeli Association of Electronics and Software Industries
since 2012. Mr. Nissan also established the VPs Operations Forum, which brings thought leadership to 200 VPs of operations from
diverse hi-tech companies in Israel. In 2008, Mr. Nissan received the Distinguished Industry Award from the mayor of Petach Tikva
Municipality. Mr. Nissan holds a BSc. degree in Electronic Engineering from the University of Buffalo, New York.
Dr. Mordechai Marmorstein has served on our
Board of Directors since October 2013 and is a member of our audit and compensation committees. From 1992 to 2001, Dr. Marmorstein
was the chief financial officer of Pazchim Co. Ltd. Dr. Marmorstein was also an internal auditor and accountant at Negev Phosphate
Works. Dr. Marmorstein served as the chairman of Teshet (Tourist Enterprises and Aviation Services Co. Ltd.), a subsidiary of El-Al,
the Israeli national airline, from 1999 to 2000. Dr. Marmorstein holds a B.A. degree in Economics, an M.A. degree in Contemporary
Jewry Studies and a Ph.D. in Jewish History Studies, all from Bar-Ilan University.
David Rubner was elected to serve on our Board
of Directors in October 2013. Mr. Rubner is the Chairman and Chief Executive Officer of Rubner Technology Ventures Ltd., and Chairman
of the Board of Novelsat Ltd. Previously, he was Partner in Hyperion Israel Advisors Ltd., a venture capital firm. During the years 1991
to 2000, he was President and Chief Executive Officer of ECI Telecom Ltd. (“ECI”). Prior to that, Mr. Rubner held several
senior positions within ECI. Before joining ECI, Mr. Rubner was a senior engineer in the Westinghouse Research Laboratories in Pittsburgh,
Pennsylvania. Mr. Rubner served on the boards of Check Point Software Ltd., Radware Ltd., Telemessage International Ltd., Koor Industries
Ltd., Lipman industries Ltd. and a number of private companies. He also serves on the boards of trustees and executive councils
of Shaare Zedek Hospital and Jerusalem College of Technology. Mr. Rubner holds a B.Sc. (Hons) degree in engineering from Queen Mary College,
University of London and an M.S. degree from Camegie Mellon University. Mr. Rubner was awarded 14 U.S. Patents and was the recipient of
the Israeli Industry Prize for 1995.
Erez Meltzer has served as a director since
2009 including as the Chairman of our Board of Directors from 2011 to 2013. Mr. Meltzer was the Executive Chairman of Hadassah Medical
Center until the end of 2020. Mr. Meltzer also serves as a director of Ericom Software Ltd., Hadasit Bio Holding (HBL) Ltd., GEM
Pharma Ltd., Nano-x Imaging Ltd., Plantis Pharma Ltd., Supplant Ltd., Tevel Aerobotics Technologies Ltd. and Rivulis Plastro Ltd.. From
2008 to 2013, Mr. Meltzer served as the Chief Executive Officer of Gadot Chemical Tankers & Terminals Ltd. From 2006 to 2007, Mr.
Meltzer served as the Chief Executive Officer of Africa Israel Group. From 2002 to 2006, Mr. Meltzer served as the President and
Chief Executive Officer of Netafim Ltd. From 1999 to 2001, Mr. Meltzer served as the President and Chief Executive Officer of CreoScitex.
Mr. Meltzer served is a colonel in the Israeli Defense Forces – Armored Corps (reserve). Mr. Meltzer serves as the Chairman
of the Lowenstein Hospital Friends Association since 1999, and is the honorary chairman of the Israeli Chapter of YPO (the Young Presidents
Organization). Mr. Meltzer studied Economics and Business at the Hebrew University of Jerusalem and Boston University, and is a
graduate of the Advanced Management Program at Harvard Business School.
Gad Dovev was re-elected to serve as an
external director in October 2020 and is a member of our audit, compensation and banking committees. Mr. Dovev retired from the
Israeli Ministry of Defense in August 2012. Mr. Dovev served as head of the Israeli Ministry of Defense Mission to the United States
from August 2008 to August 2011. From August 2005 to August 2008, Mr. Dovev served as head of the Israeli Ministry of Defense Mission
to Germany. Prior to that, from 2001 to 2005, Mr. Dovev acted as Deputy General Manager of the Israeli Ministry of Defense and Head
of the Rehabilitation Department. From 1993 to 2001, Mr. Dovev served as Director of the Finance Department and the Financial Comptroller
of the Israeli Ministry of Defense. Mr. Dovev served as member of the Board of Directors of Bank Otsar Ha-Hayal Ltd., IMI-Israel
Military Industries Ltd., Shekem Ltd. and Gapim Ltd. Mr. Dovev holds a BSc. degree in Financial and Agricultural Administration
from the Hebrew University of Jerusalem.
Ms. Ilana Lurie was elected
to serve as an external director in September 2018 and is a member of our audit and compensation committees. Ilana Lurie is a CFO, COO
& Director with vast experience in international finance and operations, within both large technology companies as well as Start-Ups.
In a course of last 10 years, Ilana led significant financing rounds, as well as debt restructuring processes. Ms. Lurie played a critical
role in transition from R&D to production in NovelSat and she is currently leading this activity in IO Tech, in her capacity as CFO
& COO. During 2012- 2020, Ms. Lurie has been CFO of NovelSat, Landa Ventures portfolio company. Prior to her tenure at NovelSat, Ms.
Lurie served as Finance Manager for the Enterprise Services business unit (formerly EDS) of Hewlett Packard (NYSE:HPQ). From 2006
to 2011, Ms. Lurie held several financial management positions at Ness Technologies (NASDAQ/TASE:NSTC), which, at the time, was a public
company. Ms. Lurie earned her B.A. degree and an MBA degree with a specialization in Finance and Marketing from Hebrew University of Jerusalem.
Executive Officers
Set forth below are the name, age, principal position and a biographical description of each of our executive
officers:
|
Name |
Age |
Position |
|
Eli Yaffe |
67 |
Chief Executive Officer |
|
Ron Freund |
57 |
Chief Financial Officer |
|
Yitzhak Zemach |
46 |
Director of Operations |
|
Oriel Sallary |
59 |
VP Sales and Marketing |
|
Sagi Balter |
41 |
VP Process Engineering |
|
Shmuel Meidan |
61 |
VP Quality Assurance |
Eli Yaffe
joined us in July 2018 as our Chief Executive Officer. Prior to joining our company, Mr. Yaffe was the President
of Carmel Forge Ltd. (Aerospace) for almost 16 years since mid-1996.
Prior thereto Mr. Yaffe served as the President
of Urdan Industries Ltd. (Defense). Previously, Mr. Yaffe served as VP of Business Development & Strategic Planning, responsible for
strategy, M&A, and business development at Ormat Industries Ltd., including 5
years in the USA.
Mr. Yaffe holds a B.Sc. degree (with distinction) from the Technion- Israel Institute of Technology, M.Sc. degree in Mechanical Engineering
from Tel Aviv University and an MBA degree (with distinction) in Finance & Marketing from Bar Ilan University.
Ron Freund
joined us in January 2022 as our Chief Financial Officer. Mr. Freund served as the CFO of Ophir Tours Ltd. from 2015 to 2021. From 2011
to2014, Mr. Freund served as the CFO of Middle East Tube Company Ltd., an Israeli public company, traded on the Tel Aviv Stock Exchange
(TASE). In previous roles, Mr. Freund served as Deputy CEO and CFO of Soltam Systems LTD. and as a Senior Partner at Ernst & Young
Israel. Mr. Freund holds a B.A. degree in Accounting and Economics from the Hebrew University, Jerusalem, and is a licensed CPA (Israel).
Yitzhak Zemach joined us in September 2019 as
Director of Operations. Previously, Mr. Zemach served as the Plant Manager of Kahane Group Ltd. from February 2011 to September 2018
and prior thereto he served as the VP Operations of Bental Electronics Systems Ltd. Previously, Mr. Zemach served as Plant Manager of
Aladdin Knowledge Systems and prior thereto he served as the Production Manager of the Nistec group. Mr. Zemach holds a B.Sc. degree in
Electronic Engineering from Ariel University and an MBA degree with distinction in IT from Bar Ilan University.
Oriel Sallary joined us in May 2020 as
Vice President of Worldwide Sales and Marketing. Mr. Sallary has over 25 years of sales experience in the semiconductor industry. Mr.
Sallary served as VP Sales and Marketing at Tritech ltd. a distribution company in Israel from 2010 to April 2020. Previously, Mr. Salary
held various positions including VP Sales and Marketing, senior account executive, sales director at Tritech Ltd. Mr. Sallary holds a
bachelor’s degree in Business Administration from Ruppin Academic Center and Electronic Engineering from ORT Singalovski College.
Sagi Balter joined us in December 2015 as our
electroplating process engineer and became our VP Process Engineering in September 2019. Previously, Mr. Balter served as the senior
researcher in the surface physics laboratory of the Weizmann Institute from 2013 to 2015. Prior thereto, he served as a R&D
engineer at American Aviation Ltd from 2009 to 2014. Mr. Balter holds a Ph.D. degree in Chemistry from the Bar-Ilan University.
Shmuel Meidan joined us in March 2020 as our
VP Quality Assurance. Previously, from 2013 to March 2020, Mr. Meidan served as the Chief Quality Manager of EPS Technology Ltd.,
a provider of computers and electronic systems to the defense and industrial markets. Prior thereto, he served as a Quality Manager at
Elbit Systems ELOP Ltd. (NASDAQ:ESLT), a developer and supplier of airborne, land and naval systems for defense, from 2001 to 2013. Mr.
Meidan holds a B.Sc.T.E degree in Mechanical Engineering from Tel Aviv University and graduate B.Sc.T.E in technological educational from
Tel-Aviv University.
There are no family relationships between any of our directors and executive officers.
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, 2021.
| |
Salaries, fees,
|
|
Pension, retirement
|
|
All directors and executive officers as a group (consisting of 12 persons)
|
$1.7 million (1)(3)
|
|
$407,000(2)(3)
|
|
(1) |
During the year ended December 31, 2021, we paid each of our directors an annual fee of approximately $9,100 and an attendance
fee of $290 per meeting. These fees are included in the above amount. |
|
(2) |
The benefits amount includes expenses for automobiles and other benefits that we provide to certain of our executive officers.
|
|
(3) |
The amounts indicated above include payments made to the Company's former CFO, Mt. Alon Mualem, which resigned effective January
1, 2022. |
As of December 31, 2021, options to purchase 359,074 ordinary shares granted to our current directors
and executive officers were outstanding under our equity incentive plans at a weighted average exercise price of $5.16 per share.
For as 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 the 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 (or all the named executive officers if there are
less than five) on an individual basis, rather than on an aggregate basis, as was previously permitted for Israeli public companies listed
overseas. Under the regulations, this disclosure is required to be included in the notice of our annual meeting of shareholders
each year or in a public document that accompanies such notice, which we furnish to the SEC under cover of a Report of Foreign Private
Issuer on Form 6-K. The Israeli Companies Law regulations permit us to refer to a report filed pursuant to the laws of the country
in which our shares are listed for trading that includes the required information in lieu of its inclusion in the notice of annual meeting.
Because of that disclosure requirement under Israeli law, we are 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 office holders during
or with respect to the year ended December 31, 2021. All amounts reported in the table reflect the cost to the company, as recognized
in our financial statements for the year ended December 31, 2021.
|
Name of Officer |
|
Position of Officer |
|
Compensation for services (USD)(1)
|
| |
|
|
|
Base salary |
|
|
Benefits and Perquisites
(2) |
|
|
Equity-
Based (3)
|
|
|
Total compensation |
|
|
Yitzhak Nissan (4)
|
|
Chairman of the Board |
|
|
334,345 |
|
|
|
- |
|
|
|
- |
|
|
|
334,345 |
|
|
Eli Yaffe |
|
Chief Executive Officer |
|
|
312,737 |
|
|
|
287,381 |
|
|
|
87,354 |
|
|
|
687,472 |
|
|
Alon Mualem (5) |
|
Chief Financial Officer |
|
|
143,088 |
|
|
|
106,797 |
|
|
|
14,035 |
|
|
|
263,920 |
|
|
Yitzhak Zemach |
|
VP Operations |
|
|
134,847 |
|
|
|
93,061 |
|
|
|
18,209 |
|
|
|
246,117 |
|
|
Oriel Sallary |
|
Vice President of Worldwide Sales and Marketing |
|
|
123,178 |
|
|
|
65,927 |
|
|
|
2,216 |
|
|
|
191,321 |
|
|
|
(1) |
Cash compensation amounts denominated in NIS were converted into U.S. dollars at the rate of NIS 3.23 per
$1.00 (the average exchange rate in 2021). |
|
|
(2) |
Amounts reported in this column include benefits and perquisites, including those mandated by applicable
law. Such benefits and perquisites may include, to the extent applicable, bonuses, car related expenses, managers’ insurance and
pension funds, payments to the National Insurance Institute, advanced education funds, medical insurance, vacation allowance and other
customary benefits. Bonuses represent accrued but not yet paid bonus payments for 2021, based on several criteria, including revenues,
profit, employees’ safety, yield and on time deliveries. |
| |
(3) |
Represents the equity-based compensation expenses recorded in the company’s consolidated financial
statements for the year ended December 31, 2021 based on the options’ grant date fair value in accordance with accounting guidance
for equity-based compensation. |
| |
(4) |
Paid to Nistec as management fees. |
| |
(5) |
Mr. Mualem resigned as our CFO effective January 1, 2022. |
C. Board Practices
Introduction
According to the Israeli Companies Law, the role of the board of directors is to formulate a company’s
policy and to supervise the chief executive officer’s exercise of his roles and operations. According to our articles of association,
our chief executive officer has the power to appoint our other executive officers who, together with our chief executive officer, are
responsible for our day-to-day management. The board of directors may exercise any power of the company which was not assigned to
another organ of the company by law or by the articles of association. The executive officers have individual duties as determined
by our chief executive officer and board of directors.
Election of Directors
Our articles of association provide for a board of directors consisting of no less than three and no more
than nine 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 seven directors.
Generally, at each annual meeting of shareholders, directors are elected by a vote of the holders of a
majority of the voting power represented and voting at such meeting. All the members of our board of directors (except the external
directors as detailed below) may be reelected upon completion of their term of office. Directors (other than external directors)
may be removed earlier from office by a resolution passed at a general meeting of our shareholders. Our board of directors may temporarily
fill vacancies in the board or add to their body 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.
The board of directors of an Israeli public company is required to determine that at least one or more
directors will have “accounting and financial expertise,” as defined by Israeli Companies Law regulations. Our board
of directors determined, accordingly, that at least one director must have “accounting and financial expertise.” Our
board of directors has further determined that our external director, Mr. Gad Dovev, has the requisite “accounting and financial
expertise.”
We do not follow the requirements of the NASDAQ Stock Market Rules with regard to the nomination process
of directors, and instead, we follow Israeli law and practice, in accordance with which our board of directors is authorized to recommend
to our shareholders director nominees for election. See Item 16G. “Corporate Governance.”
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 the defense industry, sales and marketing,
legal and accounting skills and board experience.
Nasdaq’s Board Diversity Rule requires companies listed on Nasdaq to (i) publicly disclose board-level
diversity statistics using a standardized template; and (ii) have, or explain why they do not have, at least two diverse directors. Under
the new rule the required disclosure must generally be provided by Nasdaq-listed companies by August 8, 2022. The rule also provides additional
flexibility for smaller reporting companies, which can meet the diversity objective by including two female directors, and for all companies
with five or fewer directors, which can meet the diversity objective by including one diverse director. Foreign issuers, including foreign
private issuers and foreign issuers with principal executive offices located outside the U.S., like our company, must have, or explain
why they do not have, at least two board members who are female or have (i) one female director and (ii) one director is LGBTQ+ or an
“underrepresented individual” in their home country jurisdiction (i.e., Israel).
The Board Diversity Rule is currently being challenged under constitutional grounds in the U.S. and may
be subject to changes.
External and Independent Directors
External directors. Under the Israeli Companies Law, Israeli
companies whose shares have been offered to the public are required to appoint at least two external directors. A person may not
be appointed as an external director if (i) the person is a relative of a controlling shareholder; (ii) the person, or the person’s
relative, partner, employer or an entity under that person’s control, has or had during the two years preceding the date of appointment
any affiliation with the company, or the controlling shareholder or its relative; (iii) in a company that does not have a controlling
shareholder, such person has an affiliation (as such term is defined in the Israeli Companies Law), at the time of his appointment, to
the chairman of the board of directors, chief executive officer, a shareholder holding at least 5% of the share capital of the company
or the chief financial officer; (iv) such person is an employee of the Israeli Securities Authority or an Israeli stock exchange; and
(v) such person’s relative, partner, employer, supervisor, or an entity he controls, has other than negligible business or professional
relations with any of the persons mentioned in subsection (ii) above, even if such relations are not maintained on a regular basis.
The term “relative” means a spouse, sibling, parent, grandparent, child or child, sibling or parent of spouse or spouse of
any of the above. The term “affiliation” includes an employment relationship, a material business or professional relationship
maintained on a regular and continuous basis, control and service as an office holder excluding service as an external director of a company
that is offering its shares to the public for the first time. In addition, no person may serve as an external director if the person’s
position or other activities create or may create a conflict of interest with the person’s responsibilities as director or may otherwise
interfere with the person’s ability to serve as director. If, at the time an external director is appointed all members of
the board of directors who are not the controlling shareholders or their relatives, are of the same gender, then that external director
must be of the other gender. A director of one company may not be appointed as an external director of another company if a director
of the other company is acting as an external director of the first company at such time.
At least one of the external directors elected must have “accounting and financial expertise”
and any other external director must have “accounting and financial expertise” or “professional qualification,”
as such terms are defined by Israeli Companies Law regulations. We have determined that our external directors, Mr. Gad Dovev and Ms.
Ilana Lurie, have the requisite “accounting and financial expertise.”
External directors are elected by shareholders. The shareholders voting in favor of their election
must include at least a majority of the shares of the non-controlling shareholders (and those who do not have a personal interest in the
matter as a result of their relationship with the controlling shareholders) of the company voting on the matter (not including abstaining
votes). This majority approval requirement need not be met if the total shareholdings of those non-controlling shareholders (and
those who do not have a personal interest in the matter as a result of their relationship with the controlling shareholders) voting against
their election represent 2% or less of all of the voting rights in the company.
External directors serve for a three-year term, which may be renewed for two additional three year periods
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; |
|
(ii) |
a shareholder holding 1% or more of the voting rights proposed the nominee, and the nominee is approved by a majority of the votes
cast by the shareholders of the company on the matter, excluding the votes of controlling shareholders and those who have a personal interest
in the matter as a result of their relationship with any controlling shareholder and excluding abstentions, provided that the aggregate
votes cast by shareholders who are not controlling shareholders and do not have a personal interest in the matter as a result of their
relationship with the controlling shareholders voted in favor of the reelection of the nominee constitute more than 2% of the voting rights
in the company, and provided further that at the time of such nomination or in the two years preceding such nomination, such external
director or his relative are neither the shareholder who proposed such nomination, or a shareholder holding 5% or more of the company's
issued share capital or voting power, in each case who, or whose controlling shareholder or any entity controlled by them (i) has business
relations with the company, or (ii) is a competitor of the company; or |
|
(iii) |
such external director nominates himself or herself for each such additional term and his or her election is approved at a shareholders
meeting by the same disinterested majority as required for the election of an external director nominated by a 1% or more shareholder
(as described above). |
External directors cannot be dismissed from office unless: (i) the board of directors determines that the
external director no longer meets the statutory requirements for holding the office, or that the external director has breached the external
director’s fiduciary duties and the shareholders vote, by the same majority required for the appointment, to remove the external
director after the external director has been given the opportunity to present his or her position; (ii) a court determines, upon a request
of a director or a shareholder, that the external director no longer meets the statutory requirements of an external director or that
the external director has breached his or her fiduciary duties to the company; or (iii) a court determines, upon a request of the company
or a director, shareholder or creditor of the company, that the external director is unable to fulfill his or her duty or has been convicted
of specified crimes. Each committee that is authorized to exercise powers that are usually vested in the board of directors must
include at least one external director and the audit committee and compensation committee must each include all of the external directors.
An external director is entitled to compensation as provided pursuant to Israeli Companies Law regulations and is otherwise prohibited
from receiving any other compensation, directly or indirectly, in connection with such service.
Our shareholders elected Ms. Ilana Lurie to serve as an external director, effective September 6, 2018,
for a three-year term. At the 2020 annual general meeting of shareholders, Mr. Gad Dovev was re-elected, for a third three-year term,
to serve as an external director.
Independent Directors. In general, NASDAQ Stock Market Rules
require that the board of directors of a NASDAQ-listed company have a majority of independent directors and its audit committee must have
at least three members and be comprised only of independent directors, each of whom satisfies the respective “independence”
requirements of NASDAQ and the SEC. As permitted by NASDAQ home country rules, we do not maintain a majority of independent directors
on our Board, but instead we choose to follow Israeli law and practice which requires that we appoint at least two external directors,
as discussed above. Our Audit Committee however is comprised of three directors, all of whom are independent directors under the requirements
of the Israeli Companies Law, the NASDAQ and the SEC rules.
Chairman of the Board
Our articles of association provide that the chairman of the board is appointed by the members of the board
of directors. The chief executive officer (referred to as a “general manager” under the Israeli Companies Law) or a
relative of the chief executive officer may not serve as the chairman of the board of directors, and the chairman or a relative of the
chairman may not be vested with authorities of the Chief Executive Officer without shareholder approval consisting of a majority vote
of the shares present and voting at a shareholders meeting, provided that either (i) such majority includes at least two-thirds of the
shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such appointment, present
and voting at such meeting; or (ii) the total number of shares of non-controlling shareholders and shareholders who do not have a personal
interest in such appointment voting against such appointment does not exceed two percent of the aggregate voting rights in the company.
Abstaining shareholders shall not be counted as part of the non-controlling shareholders, or shareholders with no personal interest.
In addition, a person subordinated, directly or indirectly, to the Chief Executive Officer may not serve
as the chairman of the board of directors; the chairman of the board may not be vested with authorities that are granted to those subordinated
to the Chief Executive Officer; and the chairman of the board may not serve in any other position in the company or a controlled company,
but he may serve as a director or chairman of a subsidiary.
On December 29, 2016, our shareholders approved that our Chairman of the Board would also serve as our
Chief Executive Officer. In July 2018, Mr. Eli Yaffe was appointed Chief Executive Officer and Mr. Nissan continues to serve
as the Chairman of the Board of Directors of our company.
Committees of the Board of Directors
Audit Committee
Under the Israeli Companies Law, the board of directors of any public company must establish an audit committee.
The audit committee must consist of at least three directors, must include all of the external directors and must have a majority of independent
directors.
The audit committee may not include the chairman of the board of directors, the controlling shareholder
(or any of the controlling shareholder’s relatives), any director employed by the company or by its controlling shareholder or by
an entity controlled by the controlling shareholder, any director who regularly provides services to the company or to its controlling
shareholder or to an entity controlled by the controlling shareholder, and any director who derives most of his or her income from the
controlling shareholder. The chairman of the audit committee must be an external director. A majority of the members of the
audit committee constitutes a quorum, provided that the majority of the members present at the meeting are independent directors (within
the meaning of the Israeli Companies Law) and at least one external director is present at the meeting.
In addition, the NASDAQ Stock Market Rules require us to establish an audit committee comprised of at least
three members, all of whom must be independent directors, each of whom is financially literate and satisfies the respective “independence”
requirements of the SEC and NASDAQ and one of whom has accounting or related financial management expertise at senior levels within a
company.
Our audit committee meets at least once each quarter. Under the Israeli Companies Law, the roles
of the audit committee are (i) to identify deficiencies in the management of our business, including in consultation with the internal
auditor and our independent auditors, and to suggest appropriate courses of action to amend such deficiencies; (ii) to define whether
certain acts and transactions that involve conflicts of interest are material or and to define whether transactions that involve interested
parties are extraordinary or not, and to approve such transactions (which may be approved according to certain criteria set out by our
audit committee on an annual basis); (iii) to establish procedures to be followed in respect of related party transactions with a controlling
shareholder (where such are not extraordinary transactions), which may include, where applicable, the establishment of a competitive process
for such transaction, under the supervision of the audit committee, or individual, or other committee or body selected by the audit committee,
in accordance with criteria determined by the audit committee; (iv) to determine whether to approve related party transactions,
that are subject to the audit committee's approval according to the Israeli Companies Law; (v) to determine procedures for approving certain
related party transactions with a controlling shareholder, which having been determined by the audit committee not to be extraordinary
transactions, were also determined by the audit committee not to be negligible transactions; (vi) in companies where the internal auditor's
work plan is subject to Board of Directors approval, to examine and propose revisions to the internal auditor's work plan before it is
presented to the Board of Directors; (vii) to examine the performance of our internal auditor and whether he is provided with the required
resources and tools necessary for him to fulfill his role, considering, among others, the company’s size and special needs, and
to review his annual plan and approve it should the company's articles of association require the approval of the Board for such plan;
(viii) to oversee and approve the retention, performance and compensation of our independent auditors and to establish and oversee the
implementation of procedures concerning our systems of internal accounting and auditing control; and (ix) to set procedures for handling
of complaints made by company’s employees in connection with management deficiencies and the protection to be provided to such employees.
The audit committee may consult from time to time with our independent auditors and internal auditor with
respect to matters involving financial reporting and internal accounting controls.
In the event the audit committee has discovered a material deficiency in the company’s business operations,
it must hold at least one meeting regarding such deficiency, at which the internal auditor or the independent accountants must be present
and in which office holders who are not members of the audit committee may not participate, except for the presentation of their position.
Our audit committee consists of three members of our board of directors who satisfy the respective requirements
of the SEC, NASDAQ and Israeli law for the composition of the audit committee. Our audit committee is currently composed of Messrs.
Dovev (Chairman), Marmorstein and Ms. Lurie.
Compensation Committee
Effective December 2012, Israeli law requires our Board of Directors to appoint a compensation committee
which must be comprised of at least three directors, including all of the external directors, which shall be a majority of the members
of the compensation committee and one of whom must serve as chairman of the committee. However, subject to certain exceptions, Israeli
companies whose securities are traded on stock exchanges such as NASDAQ, and who do not have a controlling party, do not have to meet
this majority requirement; provided, however, that the compensation committee meets other Israeli Companies Law composition requirements,
as well as the requirements of the non-Israeli jurisdiction where the company’s securities are traded. Other than the external
directors, the rest of the members of the compensation committee shall be directors who will compensation for their role as directors
only in accordance with Israeli Companies Law regulations applicable to the compensation of external directors, or amounts paid pursuant
to indemnification and/or exculpation contracts or commitments and insurance coverage.
On December 5, 2019, our shareholders approved an amended compensation policy for our company. The
compensation policy must be approved every three years by our compensation committee, board of directors and shareholders, voting with
a special majority (in that order). The compensation policy is based on and references certain matters and provisions set forth
in the Israeli Companies Law, which include: (i) promoting our company’s goals, work plan and policy with a long-term view; (ii)
creating appropriate incentives for our company’s office holders, considering, among other things, our company’s risk management
policy; (iii) our company’s size and nature of operations; and (iv) with respect to variable elements of compensation (such as annual
cash bonuses), the office holder’s contribution to achieving company objectives and maximization of our company’s profits,
with a long-term view and in accordance with his or her position.
Our compensation committee is currently composed of Ms. Lurie and Messrs. Dovev and Marmorstein.
Banking Committee
In March 2014, our Board of Directors established a banking committee, which was authorized to adopt resolutions
on behalf of the Board of Directors in respect of banking activities, including opening of new accounts and signing credit agreements
of up to $9 million. Our banking committee is currently composed of Mr. Nissan and Mr. Dovev.
Special Independent Committee for M&A purposes
In November 2017, our Board of Directors established a Special Independent Committee, separate and independent
from our controlling shareholder, Mr. Nissan. The Special Independent Committee received the Board’s mandate to examine and review
any issue that may arise with respect to a possible consummation of an M&A transaction, at the Special Independent Committee’s
sole discretion, including, among other things, the authority to retain and consult with financial and legal advisors, negotiate such
transaction and recommend to our Board of Directors, which retains the authority on the decision of final execution of such agreement.
For the avoidance of any doubt, the Special Independent Committee may determine that the company will not be party to an M&A Transaction.
The Special Independent Committee is currently composed of Mr. Dovev, Ms. Lurie, Mr. Rubner and Mr. Meltzer.
Internal Audit
The Israeli Companies Law requires the Board of Directors of a public company to appoint an internal auditor
nominated by the audit committee. The internal auditor must meet certain statutory requirements of independence. 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. In March 2016, we appointed Mr. Doron Cohen of Fahn Kanne 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. We note that the vesting of options granted to directors, as described below, will stop at termination of
their service to the Company.
Exculpation, Indemnification and Insurance of Directors and Officers
Exculpation of Office Holders
The Israeli Companies Law provides that an Israeli company cannot exculpate an office holder from liability
with respect to a breach of his or her duty of loyalty. If permitted by its articles of association, a company may exculpate in
advance an office holder from his or her liability to the company, in whole or in part, with respect to a breach of his or her duty of
care. However, a company may not exculpate in advance a director from his or her liability to the company with respect to a breach
of his duty of care with respect to distributions.
Our articles of association allow us to exculpate any office holder from his or her liability to us for
breach of duty of care, to the maximum extent permitted by law, before or after the occurrence giving rise to such liability. We provided
an exemption letter, in the form approved by the Company's shareholders on October 17, 2013 to each of our directors and officers, and
agreed to provide the same to our future office holders.
Insurance of Office Holders
The Israeli Companies Law provides that a company may, if permitted by its articles of association, enter
into a contract to insure office holders in respect of liabilities incurred by the office holder with respect to an act or omission performed
in his or her capacity as an office holder, as a result of: (i) a breach of the office holder’s duty of care to the company or to
another person; (ii) a breach of the office holder’s duty of loyalty to the company, provided that the office holder acted in good
faith and had reasonable grounds to assume that his or her act would not prejudice the company’s interests; and (iii) a monetary
liability imposed upon the office holder in favor of another person.
Our articles of association provide that, subject to any restrictions imposed by applicable law, we may
procure, and/or undertake to procure, insurance covering any past or present or future office holder against any liability which he or
she may incur in such capacity, including insurance covering us for indemnifying such office holder, to the maximum extent permitted by
law.
Without derogating from the above, we may enter into a contract to insure the liability of an office holder
for an obligation imposed on such office holder in consequence of an act or omission done in such office holder’s capacity as an
office holder, in the following case: (i) 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 (A) infringements that may result in imposition of financial
sanction pursuant to the provisions of Chapter H'3 under the Israeli Securities Law, 5728-1968 (as amended), or 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 (ii) payments made to the injured parties of such infringement
under Section 52ND(a)(1)(a) of the Israeli Securities Law.
On October 29, 2020, our shareholders approved the D&O Policy described in Exhibit 99.1 to our Report
of Foreign Issuer on Form 6-K filed on September 23, 2020, including the order of payment, for the benefit of the directors and officers
of the Company (excluding its controlling shareholder), currently serving and as may serve from time to time.
Indemnification of Office Holders
The Israeli Companies Law provides that a company may, if permitted by its articles of association, indemnify
an office holder for liabilities or expenses imposed on him or her, or incurred by him or her concerning acts or omissions performed by
the office holder in such capacity for: (i) a monetary 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; (ii) reasonable litigation expenses, including attorney’s
fees, 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 monetary liability in lieu of criminal proceedings, or concluded without an indictment against the office holder but with the imposition
of a monetary liability on the office holder in lieu of criminal proceedings with respect to a criminal offense that does not require
proof of criminal intent; and (iii) reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or
which were imposed on him or her by a court, in an action instituted by the company or on the company’s behalf, or by another person,
against the office holder, 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 criminal offense which does not require proof of criminal intent.
The Israeli Companies Law provides that a company’s articles of association may permit the company
to indemnify an office holder following a determination to this effect made by the company after the occurrence of the event in respect
of which the office holder will be indemnified. It also provides that 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 monetary liability imposed on the office holder by
any judgment, settlement or court-approved arbitration award, the undertaking must be limited to types of events which the company’s
board of directors deems foreseeable considering the company’s actual operations at the time of the undertaking, and to an amount
or standard that the board of directors has determined as reasonable under the circumstances.
Our articles of association provide that we may indemnify an office holder retroactively for certain obligations
or expenses imposed on such office holder in consequence of an act or omission done in such office holder’s capacity as an officer
in our company. These obligations and expenses include:
|
i. |
a monetary obligation imposed on the office holder in favor of another person pursuant to a judgment, including a judgment given
in settlement or an arbitrator's award that has been approved by a court; |
|
ii. |
reasonable litigation expenses, including advocates’ professional fees, incurred by the office holder pursuant to an investigation
or a proceeding commenced against the office holder by a competent authority and that was terminated without an indictment and without
having a monetary charge imposed on the office holder in exchange for a criminal procedure (as such terms are defined in the Israeli Companies
Law), or that was terminated without an indictment but with a monetary charge imposed on the office holder in exchange for a criminal
procedure in a crime that does not require proof of criminal intent or in connection with a financial sanction; |
|
iii. |
reasonable litigation expenses, including advocates’ professional fees, incurred by the office holder or which the office holder
is ordered to pay by a court, in proceedings filed against the office holder by the company or on its behalf or by another person, or
in a criminal indictment in which the office holder is acquitted, or in a criminal indictment in which the office holder is convicted
of an offence that does not require proof of criminal intent; |
|
iv. |
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder as a result of a proceeding instituted
against such office holder 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 |
|
v. |
payments to an injured party of infringement under Section 52ND(a)(1)(a) of the Israeli Securities Law. |
Our articles of association also provide that we may undertake to indemnify in advance an office holder,
in accordance with the conditions set under applicable law, in respect of the obligations or expenses specified in (i)-(v) above, provided
that such undertaking is limited to types of events which in the board of directors’ opinion may be anticipated, in light of our
company’s activities, at the time of granting the indemnity undertaking, and to an amount or criteria which the board of directors
determines is reasonable in the circumstances of the case, both of which are to be specified in the indemnification undertaking.
According to our compensation policy, the total amount of indemnification that our company undertakes towards
all persons whom it has resolved to indemnify, jointly and in the aggregate, shall not exceed an amount equal (i) 25% of the net equity
of our company according to the audited or reviewed financial statement known at the time the request for indemnification was submitted;
or (ii) $3,000,000, whichever is greater.
On December 5, 2019, our shareholders approved an updated indemnification agreement which was entered into
with our directors and officers.
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:
(i) 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; (ii) a breach by the office holder
of his duty of care if such breach was committed intentionally or recklessly, unless the breach was committed only negligently; (iii)
any act or omission committed with intent to derive an unlawful personal gain; and (iv) any fine or forfeiture imposed on the office holder.
Under the Israeli Companies Law, exculpation of, procurement of insurance coverage for, and an undertaking
to indemnify or indemnification of, an office holder (other than the chief executive officer) must be approved by the company’s
compensation committee and board of directors and, if such office holder is a director, also by the company’s shareholders.
Exculpation of, procurement of insurance coverage for, and an undertaking to indemnify or indemnification of, the chief executive officer
must be approved by the company’s compensation committee, board of directors and by a special majority of the shareholders.
We have agreed to indemnify our office holders for certain liabilities and expenses that may be imposed
on them due to acts performed, or failures to act, in their capacity as office holders, including financial liabilities imposed by judgments
or settlements in favor of third parties, and reasonable litigation expenses imposed by a court in relation to criminal charges from which
the indemnitee was acquitted or criminal proceedings in which the indemnitee was convicted of an offense that does not require proof of
criminal intent, all subject to Israeli law and certain limitations in the agreements. The aggregate amount we may pay our office
holders pursuant to our indemnification undertaking may not exceed, jointly and in the aggregate, $2 million but in any event not more
than 25% of our company’s net equity. We currently maintain directors and officers liability insurance with a per claim and
aggregate coverage limit of $10 million. Under our current directors and officers liability insurance policy, losses will be paid
in accordance with the following order of priority: first, on behalf of officers and directors, for all loss that they will be obligated
to pay as a result of a claim made against them; thereafter, on our behalf, for all loss that an officer or director will be obligated
to pay as a result of a claim made against them, to the extent that we are required or permitted by law to indemnify our officers and
directors; and thereafter, on our behalf, for all loss that we will be obligated to pay as a result of a securities claim made against
us.
D. Employees
We consider our employees the most valuable asset of our company. We offer competitive compensation and
comprehensive benefits to attract and retain our employees. We believe that an engaged workforce is key to maintaining our ability to
innovate.
We are committed to providing a safe work environment for our employees in compliance with applicable regulations.
We have taken necessary precautions in response to the recent COVID-19 outbreak, including offering employees flexibility to
work from home and mandatory social distancing requirements in the workplace.
As of December 31, 2021, we employed 260 full-time employees in Israel, of which 190 were employed in manufacturing
services, 21 in process and product engineering, 23 in quality assurance and control, 10 in sales and marketing and 16 in finance, accounting,
information service and administration.
As of December 31, 2020, we employed 285 full-time employees in Israel, of which 202 were employed in manufacturing
services, 38 in process and product engineering, 20 in quality assurance and control, 11 in sales and marketing and 14 in finance, accounting,
information service and administration.
As of December 31, 2019, we employed 283 full-time employees in Israel, of which 217 were employed in manufacturing
services, 24 in process and product engineering, 15 in quality assurance and control, 12 in sales and marketing and 15 in finance, accounting,
information service and administration.
In addition, Eltek USA, a wholly-owned Delaware subsidiary, employed 4 full-time employees as of December
31, 2021, as compared to 3 full-time employees as of December 31, 2020, and 2019.
Our relationships with our employees in Israel are governed by Israeli labor law, extension orders of the
Israeli Ministry of Economy and Industry and personal employment agreements. We are subject to various Israeli labor laws, general
collective bargaining agreements entered into, from time to time, between the Histadrut and the Manufacturers Association, as well as
specific and local agreements and arrangements. Such laws, agreements, and arrangements cover the wages and employment conditions
of our employees, including length of the workday, minimum daily wages for professional workers, contribution to pension fund, insurance
for work related accidents, procedures for dismissing employees, determination of severance pay, benefit programs and annual leave.
We generally provide our Israeli employees with benefits and working conditions beyond the minimums required by law.
In the past, our employees have attempted to establish an employees’ union committee, which was later
terminated.
Certain of our officers, key employees and other employees are party to individual employment agreements.
We have entered into a non-disclosure and non-competition agreement with some of our executive officers. All of our officers and
employees are subject to confidential and proprietary information provisions set forth in our Code of Business Conduct and Ethics.
Pursuant to Israeli law, we are legally required to pay severance benefits upon certain circumstances,
including the retirement or death of an employee or the termination of employment of an employee without due cause, equivalent to a one
month salary for each year of employment with the company. Most of our employees are covered by pension plans providing customary
benefits including retirement and severance benefits. Some of our employees are covered by life and pension insurance policies providing
similar benefits. We contribute 8.33% of base salaries to the employees’ pension funds or life pension insurance policies
to cover our liability for severance pay. Pursuant to Section 14 of the Israeli Severance Pay Law, 5729-1963, if a company contributes
to an employee’s pension fund or severance fund, then the employee is entitled only to the severance amounts accumulated in such
fund(s) upon resignation from the company or termination by the company, and the company is not obligated to make additional payments
to the employee upon termination of employment with the company.
With respect to pension benefits, we contribute between 6.5% to 7.5% of base salaries to the employees’
pension plans and 7.5% to those employees who have life insurance policies. The employees who have pension plans contribute between
6% to 7% of base salaries to their pension plans, and the employees who have life insurance policies contribute 6% of their base salaries
to their policies. In addition, we contribute 8.33% for severance pay into the employees’ life insurance policies, pension
plans or similar funds of their choice.
We also contribute between 1% to 7.5% of base salaries to certain “professional advancement”
funds for managers, engineers and certain others and such employees have to match one third of such contribution, up to 2.5% of their
base salaries.
Israeli employers and employees are required to pay predetermined sums to the National Insurance Institute
of Israel, which is similar to the United States Social Security Administration. Subject to minimum thresholds, the employer contribution
to the National Insurance Institute is at the rate of 7.6% of the salary (same in 2020) and the employee contribution to the National
Insurance Institute is at the rate of 12% of the salary (of which 5% relates to payments for national health insurance), both of which
are limited to a maximum monthly salary of NIS 44,020 (approximately $13,800) in 2021, and NIS 43,370 (approximately $12,600) in 2020
and 2019. In the year ended December 31, 2021, our aggregate payments as an employer to the National Insurance Institute amounted
to approximately 5.3% of the salaries.
E. Share Ownership
Beneficial Ownership of Executive Officers and Directors
The following table sets forth certain information as of March 16, 2021 regarding the beneficial ownership
of our ordinary shares by our directors and executive officers and all of our executive officers and directors as a group:
|
Name |
|
Number of Ordinary Shares Beneficially Owned |
|
|
Percentage of Outstanding Ordinary Shares (2)
|
|
|
Yitzhak Nissan (1)
|
|
|
4,065,912 |
|
|
|
69.5 |
% |
| |
|
|
|
|
|
|
|
|
|
All executive officers and directors as a group (12 persons)
(3) |
|
|
4,209,566 |
|
|
|
72.02 |
% |
(1) Except for Mr. Nissan, none of our directors or executive officers holds any of our ordinary shares.
Mr. Nissan is the beneficial owner of 3,891,596 shares held by Nistec Golan, a company controlled by him and holds 174,316 shares as an
individual. The principal business address of Nistec Golan is 43 Hasivim Street, Petach Tikva, Israel.
(2) The percentages shown are based on 5,849,678 ordinary shares issued and outstanding as of March
20, 2022.
(3) The number of ordinary shares beneficially owned includes 143,654 ordinary shares subject to options
that are currently exercisable or exercisable within 60 days of the date of this report.
2018 Share Incentive Plan
Our 2018 share incentive plan authorized the grant of options to purchase shares and restricted shares
unites 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 our board from time to
time.
Each option granted under the plan is exercisable for a period of ten years from the date of the grant
of the option or the expiration dates of the option plan. The options primarily vest gradually over four years of employment.
During 2019, 62,662 options were granted (including an adjustment to options previously granted, to reflect
the dilutive effect of the rights offering) under the plan and no options were exercised. During 2020, 16,014 options were granted
(including an adjustment to options previously granted, to reflect the dilutive effect of the rights offering) under the plan and no options
were exercised. During 2021, 270,200 options were granted. As of December 31, 2021, options to purchase 404,733 ordinary shares
were outstanding under the plan, exercisable at an average exercise price of $5.24 per share.
In December 2020, the Company's Compensation Committee and Board of Directors, as applicable, approved
the grant of options to purchase 100,000 ordinary shares to the Company’s CEO. In March 2021 our Compensation Committee and Board
of Directors approved the grant of options to purchase 170,200 ordinary shares to our directors, office holders and employees. The grant
to our directors included a grant of 20,000 options to each of the Company's directors (100,000 in the aggregate), including the external
directors but excluding Yitzhak Nissan. The December 2020 grant to the CEO and March 2021 grant to the directors and to Ms. Revital Cohen
Tzemach, the Company's special projects manager and daughter of Mr. Nissan, was approved by the Shareholders at the 2021 General meeting,
held on June 3, 2021.
In December 2021, the Company's Compensation Committee and Board of Directors approved the grant of an
additional 13,000 options with an exercise price of $4.18 to its new CFO.
| ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
A. Major Shareholders
The following table sets forth certain information as of March 22, 2022 regarding the beneficial ownership
by all shareholders known to us to own beneficially 5% or more of our ordinary shares:
|
Name |
|
Number of Ordinary Shares
Beneficially Owned (1)
|
|
|
Percentage
of
Ownership (2)
|
|
|
Nistec Golan Ltd. (3)
|
|
|
3,891,596 |
|
|
|
66.53 |
% |
|
Yitzhak Nissan (3)
|
|
|
174,316 |
|
|
|
2.98 |
% |
___________
|
(1) |
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with
respect to securities. Ordinary shares relating to options or convertible notes currently exercisable or exercisable within 60 days
of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed
outstanding for computing the percentage of any other person. Except as indicated by footnote, 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 5,849,678 ordinary shares issued and outstanding as of March 16, 2022. |
|
(3) |
Based on a Schedule 13D/A filed on February 16, 2021. In addition, Nistec Ltd. transferred its shares to Nistec Golan in December
2018. Nistec Golan is an Israeli private company controlled by Yitzhak Nissan. Accordingly, Mr. Nissan may be deemed to be the beneficial
owner of the ordinary shares held directly by Nistec. |
Significant Changes in the Ownership of Major Shareholders
In our March 2019 rights offering to our shareholders, Nistec acquired 1,707,364 additional ordinary
shares of our company and Mr. Nissan acquired 206,712 additional ordinary shares of our company.
In our December 2020 rights offering to our shareholders, Nistec acquired 1,159,813 shares and Mr. Nissan
individually acquired 43,576 of our ordinary shares, increasing his direct and indirect voting interest from 65.4% to 69.6%.
Mr. Michael McGauley reported a 5.21% ownership in the company effective as of November 25, 2019 in a Schedule
13D filing dated December 6, 2019. Mr. Michael McGauley reported a 4.99% ownership interest effective as of November 30, 2020 in a Schedule
13D filing dated December 2, 2020.
Major Shareholders Voting Rights
Our principal shareholders do not have different voting rights attached to their ordinary shares.
Record Holders
Based on the information provided to us by our transfer agent, as of March 16, 2022, there were 8 holders
of record of our ordinary shares, of which 6 record holders holding approximately 33.5% 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 our ordinary shares were held of record by brokers or other nominees (including
one U.S. nominee company, CEDE & Co., which held approximately 33.4% of our outstanding ordinary shares as of such date).
B. Related Party Transactions
On December 5, 2019 our shareholders approved the renewal and amendment of a management
agreement with Nistec Ltd. On June 3, 2021, the Shareholders approved an additional renewal and amendment of a management agreement with
Nistec Ltd. effective January 1, 2022, for a period of 3 years. Under the terms of the amended management agreement, Mr. Nissan serves
as the Chairman of our Board of Directors. In that role, Mr. Nissan provides us with various enumerated services, as follows: (a)
coordination of the activities of our Board of Directors with respect to the development of the long term strategy for Eltek; (b)
guidance to our Board of Directors with respect to the implementation by management of its strategy, work plans and budget, as shall be
determined from time to time by our Board of Directors; (c) coordination of the activities of our Board of Directors with respect to the
regulation and implementation of proper corporate governance practices; (d) coordination of the activities of our Board of Directors
for the purpose of the approval of quarterly and annual financial statements and reports; (e) development and retention of relations with
current and future strategic investors; (f) general guidance and management of the activities of our Board of Directors; (g) advancement
of the our company’s efforts with respect to the realization of its business development strategy, including the pursuit of mergers
and acquisition opportunities; (h) coordination of the activities of our Board of Directors with respect to the definition of strategic
financial targets and in attaining such targets (i) provision of assistance to our company in cooperation with our CEO, regarding our
company’s dealings, communications and negotiations with the banks and non-banking financing institutions, including but not limited
to, assistance with respect to obtaining financing for our company’s business activities, and (j) business development services,
including assistance, in cooperation with our CEO, in the development and preservation of relationships with our company’s existing
and potential customers. Mr. Nissan will dedicate the appropriate attention, time and effort to our company in connection with the provision
of the enumerated services. The time dedicated by Mr. Nissan for the provision of such services will be as required by our company from
time to time, and in accordance with its needs.
In consideration for performing the above services, we pay Nistec Ltd. a monthly fixed
fee of NIS 90,000, plus applicable VAT. In addition, Mr. Nissan is entitled to the following compensation:
|
• |
Mr. Nissan will receive reimbursement of travel expenses (other than food and beverage expenses) while traveling internationally
on behalf of our company, provided that such reimbursement shall not exceed an aggregate amount of NIS 10,000 per calendar quarter.
|
|
• |
Mr. Nissan will receive reimbursement of food and beverage expenses while traveling internationally on behalf of our company, against
receipts, in accordance with the Israeli Income Tax Regulations (Deduction of Certain Expenses) 5732-1972. |
Our Compensation Committee, Board of Directors and shareholders at an Annual General
Meeting resolved to approve the extension and amendment of the management agreement.
In September 2018, our shareholders approved:
|
i. |
The extension of the Amended PCB Purchase Procedure with Nistec Ltd.; |
Nistec purchases PCBs from our company solely to provide assembled boards to its customers. Our sales to
Nistec are based on our standard pricing, which may be subject to a discount of up to ten percent (10%). Should the order be for imported
PCBs, the quote reflects the actual price of such PCBs, plus a mark-up of at least twenty percent (20%). Should the order be for PCBs
that are being sold from excess inventory of an original order, the quote will reflect the standard price of such PCBs, with a discount
of up to fifty percent (50%) of the price actually paid for such PCBs in the original order (the “Excess Inventory Discount”).
The Excess Inventory Discount will apply only to orders from excess inventory of the first original order of a specific PCB (i.e., should
a second order of a specific PCBs generate any excess inventory and Nistec would like to purchase such excess, the Excess Inventory Discount
will not be applied to such purchase).
|
ii. |
The extension of the amended general engagement terms, processes and restrictions of the Soldering and Assembly Services Procedure with
Nistec Ltd.; |
We may acquire soldering services and/or purchasing services from Nistec. Nistec’s pricing for its
soldering services will be its standard pricing less a five percent (5%) discount. Nistec may charge for purchasing services in accordance
with the actual costs of the orders, plus a fourteen and a quarter (14.25%) commission, which reflects a five percent (5%) discount, as
compared to the commission charged to third parties by Nistec for similar services. Prices of services not subject to Nistec’s
standard pricing will be negotiated by the parties in good faith (without participation of Mr. Nissan or any of his relatives). Nistec
standard procedures govern manufacturer warranties and restrictions regarding defective assembled products. In addition to requesting
Nistec to provide us with a quote for soldering and assembly services, in the event that we require design and/or design
services for production of PCBs, we may ask Nistec to provide a quote for such services. Nistec may charge for design and/or design services
in accordance with its standard pricing for such services, less a five percent (5%) discount. Out purchases of services under the Soldering,
Assembly and Design Services Procedure may not exceed NIS 300,000 (approximately $93,000) per annum.
|
iii. |
The extension of the procedure under which we and Nistec Ltd. may jointly acquire certain services related to employees social
activities, marketing services and insurance. |
We may share with Nistec costs of insurance consulting and insurance
premiums in the event we determine that a joint insurance policy with Nistec will reduce our costs as compared to purchasing insurance
separately. Insurance expenditures will be divided between the our companies as follows: (i) insurance consulting services costs will
be divided in proportion to the insurance premiums paid by our two companies in the preceding year; (ii) the joint insurance premiums
will be divided in the proportions indicated by the insurer for each of our two companies had they purchased the insurance separately.
We will solicit updated insurance proposals at least bi-annually. The decision to enter into such a joint insurance policy with Nistec
will be subject to the approval of our Audit Committee and our Board of Directors.
We may purchase social activities for the benefit of our employees
together with Nistec. The cost of such activities will be divided between us in accordance with the ratio of the number of our employees
and Nistec employees to whom the applicable activity was directed, regardless of actual participation.
We may purchase services together with Nistec. Marketing costs will be divided between us as follows: (i)
to the extent the portion of the marketing material applicable to our company can be quantified, costs will be divided accordingly; (ii)
in the event that such costs cannot be quantified, we and Nistec will each bear 50% of the marketing costs.
In December 2019, the exculpation letter granted to Mr. Yitzhak Nissan was further extended in December 2019 for an additional three
(3) year period ending on December 31, 2022
On October 29, 2020, our shareholders approved, effective as of August 1, 2020: (i) an increase in the
gross monthly salary of Ms. Cohen-Tzemach, the daughter of Mr. Nissan, from NIS 18,000 to NIS 20,000; and (ii) that Ms. Cohen-Tzemach
will be entitled to three (3) additional vacation days per year, such that she will be entitled to 23 vacation days per year. Other than
as described above, the terms of Ms. Cohen-Tzemach’s employment will remain the same, including that Ms. Cohen-Tzemach shall be
entitled to the use of a 7-seat company car, valued up to NIS 180,000, including all associated operation and maintenance expenses. Ms.
Cohen-Tzemach’s new position will be a special project manager and it was approved that our bonus plan will also apply to her. The
term of her employment agreement was extended until August 31, 2022 and she was granted options to purchase 3,000 of our shares, at an
exercise price of US$ 6.38. The options vest over a period of four (4) years, such that at the first anniversary of grant, 25% of the
options will vest, and then in equal amounts, quarterly thereafter. On October 29, 2020, the shareholders approved a grant of a bonus
of up to NIS 50,000 to Ms. Cohen-Tzemach, to cover her tuition, in accordance with the Company's the Amended Compensation Policy. On June
3, 2020, the shareholders approved a grant of options to purchase 10,000 of the Company’s Ordinary Shares to Ms. Revital Cohen-Tzemach,
at an exercise price of US$ US$ 5.52. The options vest over a period of four (4) years, such that at the first anniversary of grant, 25%
of the options will vest, and then in equal amounts, quarterly thereafter, and the application of the of the Company's Bonus Plans during
the period 2022 to 2024 with respect to her.
In June 2017, we received a loan of NIS 5.0 million (approximately $1.4 million) from
Nistec. In March 2018, we received additional loans from Nistec, of NIS 4.0 million (approximately $1.2 million), and in July 2018, we
received a third loan from Nistec, of NIS 1.0 million (approximately $290,000) (together, the “Loans”). In December 2018,
the Loans and Nistec’s shares were transferred internally within the Nistec group to an affiliated company, Nistec Golan Ltd.
On December 5, 2019, our shareholders approved the execution of an amended interest agreement with Nistec Golan (the “Interest Agreement”).
Under the terms of the Interest Agreement (any accrued interest prior to the date of the Interest Agreement was waived by Nistec Golan),
the Loans, which were repaid from the proceeds of our December 2020 rights offering, carried interest, as follows: A loan in the amount
of NIS 5 million carried interest of Prime + 1%, from September 26, 2019 until January 7, 2020. A second loan amount of NIS 5 million
carried interest of Prime + 1.75%, from January 1, 2019 until December 2020.
On October 29, 2020, our shareholders approved an amendment to the Interest Agreement
(the Amended Interest Agreement), such that in the event that the guarantees that Nistec provided to a bank and a NBFI will be exercised,
Nistec would repay such loans to the lenders and we would pay Nistec interest on such amounts, equal to the interest rate agreed between
us and the non-banking financial institution, plus 0.5% annually.
In addition to the above loans, in January 2019, Nistec Golan provided a NIS 2.0 million (approximately
$580,000) guarantee of an existing line of credit to a bank, which was payable on April 30, 2019. In February 2019, our audit committee
approved the exercise of the option that Nistec would repay the debt owed to the bank and would be converted into a loan to us, which
was repaid on May 1, 2020.
In June 2020, we obtained a loan of NIS 4 million (approximately $1.2 million) from Mizrahi-Tefahot Bank,
guaranteed by Nistec Ltd.
As of December 31, 2021 we do not have any outstanding loans from Nistec or Nistec Golan.
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, and the exhibits listed in Item
18 hereof.
Legal Proceedings
From time to time we are involved in legal proceedings arising from the operation of our business.
Based on the advice of our legal counsel, management believes that except for the proceedings discussed below, such current proceedings,
if any, will not have a material adverse effect on our financial position or results of operations.
Employee Related Matters
Three of our employees filed lawsuits between May 2008 and November 2019, alleging
that they had suffered personal injuries during their employment and they are seeking aggregate financial compensation of approximately
$121,000 for past damages and additional amounts for future lost income, pain and suffering as the court may determine. Five other employees
notified us between January 2011 and December 2019, that they allegedly suffered personal injuries during their employment with the company,
but have not filed a lawsuit.. Of these five employees, two are seeking compensation of approximately $1.7 million and the others did
not state their claim amount. We submitted all of these claims to our insurance company, which informed us that it is reviewing the statements
of claim without prejudicing its rights to deny coverage.
During the period February 2019 through October 2020, two former employees filed law suits seeking additional
payments in connection with their employment and subsequent termination. The aggregate amount claimed for the above mention matters is
approximately $345,000. We recorded a provision according to our legal advisor's opinion.
In March 2022, a lawsuit was filed by a former employee of the Company seeking additional payments in connection
with his employment termination. The amount claimed is $125,000.
Software License
A supplier of one of our software packages asked to conduct an audit of our operation to verify that we
are not in breach of any intellectual property rights he allegedly owns. We believe that we have fully, diligently and timely complied
with our obligation toward the supplier. We also believe that the supplier has no right to conduct any audit of our products or
services and such audit may cause us to breach confidentiality obligations to other entities. If a claim is made and we are found
to be in violation of such supplier’s intellectual property rights, we could be liable for compensation and costs of an unknown
amount. Such liability could have a material adverse effect on our business, financial condition and results of operations.
Dividend Distribution Policy
We have never declared or paid any cash dividends to our shareholders. We currently intend to retain
future earnings for use in our business and do not anticipate paying cash dividends on our ordinary shares in the foreseeable future.
Any future dividend policy will be determined by our board of directors and will be based upon conditions then existing, including our
results of operations, financial condition, current and anticipated cash needs, contractual restrictions and other conditions.
According to the Israeli Companies Law, a company 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 even if not out of profits, 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. In the event cash dividends are declared, such dividends will be paid in NIS.
B. Significant Changes
None.
| ITEM 9. |
THE OFFER AND LISTING |
A. Offer and Listing Details
Our ordinary shares are traded on the NASDAQ Capital Market under the ticker symbol “ELTK.”
B. Plan of Distribution
Not applicable.
C. Markets
Our ordinary shares have been listed on the NASDAQ Stock Market since our initial public offering on January
22, 1997. The listing of our ordinary shares was transferred from the NASDAQ National Market to the NASDAQ Capital Market (symbol:
ELTK) in May 1999.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expense of the Issue
Not applicable.
| 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 memorandum of association
and 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 memorandum of association and articles of association,
which are incorporated by reference as exhibits to this Annual Report, and to Israeli law.
Purposes and Objects of the Company
We are registered with the Israeli Registrar of Companies and have been assigned company number 52-004295-3.
Section 2 of our memorandum of association provides that we were established for the purpose of engaging in the business of developing,
manufacturing, producing, vending, importing, exporting, supplying, distributing and dealing in printed, multi-layer, flexible, thick
film, hybrid and integrated circuits, components or portions thereof, processes for making the same and related products. In addition,
the purpose of our company is to perform various corporate activities permissible under Israeli law.
The Powers of the Directors
Under the provisions of the Israeli Companies Law and our articles of association, a director cannot vote
on a proposal, arrangement or contract in which he or she is has personal interest in, nor be present in the discussion relating to such
transaction is considered. In addition, our directors’ compensation is approved through special procedures prescribed in the
Israeli Companies Law. In general, with respect to a director’s compensation, approval is required by the (i) compensation
committee; (ii) board of directors; and (iii) company’s shareholders with a regular majority (in that order).
The authority of our directors to enter into borrowing arrangements on our behalf is not limited, except
in the same manner as any other transaction by us.
Under our articles of association, the service of directors in 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.
Annual and Extraordinary Meetings of Shareholders
The board of directors must convene an annual general meeting of shareholders at least once every calendar
year, within 15 months of the last annual meeting. Depending on the matter to be voted upon, notice of at least 21 days or 35 days
prior to the date of the meeting is required. In addition, the board of directors must convene a special general meeting of the
shareholders upon the demand of any of: (1) two of the directors; (ii) 25% of the nominated directors; (iii) one or more shareholders
holding at least 5% of our company’s issued and outstanding share capital and at least 1% of the voting power in the company; or
(iv) one or more shareholders holding at least 5% of the voting power in our company.
The quorum required for a shareholders meeting consists of at least two shareholders present in person
or represented by proxy who hold or represent, in the aggregate, at least one third of the voting rights of the issued share capital.
A meeting adjourned for lack of a quorum is adjourned by seven business days, at the same time and place, or any later time and place
as the board of directors designate in a notice to the shareholders. The requisite quorum at an adjourned general meeting will be:
(i) if the original meeting was convened upon requisition by shareholders pursuant to the Israeli Companies Law - the number of shareholders
holding the minimum number of voting shares necessary to make such requisition, present in person or by proxy; and (ii) in any other event
- one or more shareholders, present in person or by proxy, holding at least one share. We do not follow the requirements of the
NASDAQ Stock Market Rules regarding the quorum at shareholder meetings. See Item 16G. “Corporate Governance.”
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
None.
D. Exchange Controls
Israeli law and regulations do not impose any material foreign exchange restrictions on non-Israeli holders
of our ordinary shares. Non-residents of Israel who purchase our ordinary shares will be able to convert dividends, if any, thereon,
and any amounts payable upon our dissolution, liquidation or winding up, as well as the proceeds of any sale in Israel of our ordinary
shares to an Israeli resident, into freely repatriable dollars, at the exchange rate prevailing at the time of conversion, provided that
the Israeli income tax has been withheld (or paid) with respect to such amounts or an exemption has been obtained.
E. Taxation
The following is a discussion of Israeli and United States tax consequences material to our shareholders.
To the extent that the discussion is based on tax legislation which has not been subject to judicial or administrative interpretation,
the views expressed in the discussion might not be accepted by the tax authorities in question or by court. The discussion is not
intended, and should not be construed, as legal or professional tax advice and does not exhaust all possible tax considerations.
Holders of our ordinary shares should consult their own tax advisors as to the United
States, Israeli or other tax consequences of the purchase, ownership and disposition of ordinary shares, including, in particular, the
effect of any foreign, state or local taxes.
Israeli Tax Considerations
General Corporate Tax Structure
Israeli companies are generally subject to income tax on their taxable income. The regular corporate
tax rate in Israel has been 23% since 2018. However, the effective rate of tax payable by a company which is qualified under Israeli law
as an “Industrial Company” and/or which derives income from an “approved enterprise,” “benefited enterprise,”
“preferred enterprise” or “preferred technological enterprise” (as further discussed below) may be lower.
See this Item 10E. “Additional Information – Taxation - Tax Benefits Under the Law for the Encouragement of Capital Investments,
5719-1959.”
Tax Benefits under the Law for the Encouragement of Industry (Taxes), 5729-1969
Pursuant to the Law for the Encouragement of Industry (Taxes), 5729-1969, or the Industry Encouragement
Law, a company qualifies as an “Industrial Company” if it is a resident of Israel, was incorporated in Israel and at least
90% of its income in any tax year (exclusive of income raising from certain governmental security loans) is derived from an “Industrial
Enterprise” it owns, which is located in Israel. An “Industrial Enterprise” is defined for purposes of the Industry
Law as an enterprise whose principal activity in a given tax year is production.
We believe that we are currently an Industrial Company. An Industrial Company is entitled to certain
tax benefits, including a deduction of the purchase price of patents or the right to use a patent or know-how used for the development
or promotion of the Industrial Enterprise at the rate of 12.5% per annum, commencing the year in which such rights were first exercised.
The tax laws and regulations dealing with the adjustment of taxable income for local inflation provided
that Industrial Enterprises, such as us, were eligible for special rates of depreciation deductions. These rates vary in the case
of plant and equipment. With respect to equipment, the applicable rates of depreciation are determined according to the number of
shifts in which the equipment is being operated and generally range from 20% to 40% on a straight-line basis, a 30% to 50% on a declining
balance basis for equipment first put into operation on or after June 1, 1989 (instead of the regular rates which are applied on
a straight-line basis). The applicable regulations are valid for equipment whose date of first operation was not later than December
31, 2016.
Moreover, companies which own Industrial Enterprises that are approved enterprises or benefited enterprises
(see below) can choose, with respect to income deriving from such enterprises, between (a) the special depreciation rates referred to
above or (b) accelerated regular rates of depreciation applied on a straight-line basis in respect of property and equipment, generally
ranging from 200% (for equipment) to 400% (for buildings) of the ordinary depreciation rates during the first five years of service of
these assets, provided that the depreciation on a building may not exceed 20% per annum, multiplied by the applicable adjustment rate.
Eligibility for benefits under the Industry Encouragement Law is not contingent upon the prior approval
of any Government agency. There can be no assurance that we will continue to so qualify, or will be able to avail ourselves of any
benefits under the Industry Law in the future.
Tax Benefits under the Law for the Encouragement of Capital Investments, 5719-1959
General
Our production facility qualifies as a “benefited enterprise” under the Law for the Encouragement
of Capital Investments, 5719-1959, as amended in 2005, or the Investment Encouragement Law, which provides certain tax benefits to investment
programs of an “approved enterprise” or “benefited enterprise.” Our benefited enterprise was converted from
a previously approved enterprise program pursuant to the approval of the Israel Tax Authority that we received in September 2006.
As of yet, it was not necessary for us to utilize these tax benefits. In the event that we do not commence to use the tax benefits
until the 2023 tax year (the “Expiration Date”), the tax benefits granted to our benefited
enterprise shall expire.
The Investment Encouragement Law stipulates certain criteria which need be met with respect to investment
programs carried out by an enterprise, in order for such an enterprise to be classified as a “benefited enterprise.”
Israeli resident companies which own benefited enterprise are generally classified as Benefited Companies. Benefited Companies may claim
tax benefits (as further discussed below) granted by the Investment Encouragement Law in its tax returns (and there is no need to obtain
prior approval to qualify for such benefits). There is no requirement to file reports with the Investment Center. Audits are
the responsibility of the Israeli Income Tax Authority as part of their tax audits. Companies may also approach the Israeli Tax
Authority for a pre-ruling regarding their eligibility for benefits under the Investment Encouragement Law.
A company that owns an approved enterprise is eligible for governmental grants, but may elect to receive
an alternative package comprised of tax benefits, referred to as the “previous alternative benefits track”. The tax benefits
of an approved enterprise include lower tax rates or no tax depending on the area and the track chosen, lower tax rates on dividends
and accelerated depreciation. In order to receive benefits in the grant track or the alternative benefit track, the industrial enterprise
must contribute to the economic independence of the Israeli economy, be competitive and contribute to the gross local product in one of
the manners stipulated in the Investment Encouragement Law. Tax benefits would be available, subject to certain conditions (described
below), to production facilities that generally derive more than 25% of their annual revenue from export, or that do not derive 75% or
more of their annual revenue in a single market.
Amendments to Investment Encouragement Law
In December 2010, the Israeli Parliament passed the Law for Economic Policy for the Years 2011 and 2012
(Amended Legislation), 5771-2011, which prescribes, among other things, amendments to the Investment Encouragement Law, effective as of
January 1, 2011 (the “2011 Amendment”). The 2011 Amendment introduced new benefits for income generated by a “Preferred
Company” through its Preferred Enterprise (as such terms are defined in the Investment Encouragement Law), if certain criteria are
met. The new tax benefits (described below) would be available, subject to certain conditions, to production facilities that generally
derive more than 25% of their annual revenue from export, or that do not derive 75% or more of their annual revenue in a single market,
or, to competitive facilities in the field of renewable energy. A “Preferred Company” is defined in the amendment as
either (i) a company incorporated in Israel and not wholly-owned by governmental entities; or (ii) a partnership (a) that was registered
under the Israeli Partnerships Ordinance; and (b) all of its partners are companies incorporated in Israel, which are in general not transparent
for Israeli tax purposes and that not all of them are fully owned by governmental entities and such companies or partnerships own, among
other conditions, Preferred Enterprises and are controlled and managed from Israel.
In accordance with the 2011 Amendment and further amendments, a Preferred Company is entitled to reduced
corporate tax with respect to income derived by it Preferred Enterprise (and subject to certain conditions) at the rate of 16%, unless
it is located in a certain development zone, in which case the rate will be 7.5%.
Under the amendments, dividends distributed out of income which is generally attributed to a Preferred
Enterprise are subject to withholding tax at the rate of 20% (or lower, under an applicable tax treaty). However, upon distribution
of a dividend attributed to income generated in Israel, to an Israeli company, no withholding tax will apply.
The 2011 Amendment applies to income generated as of January 1, 2011. Under the transitional provisions
of the 2011 Amendment, we may elect to irrevocably implement the 2011 Amendment to the Investment Encouragement Law while waiving benefits
provided under the Investment Encouragement Law as in effect prior to the 2011 Amendment or to remain subject to the Investment Encouragement
Law as in effect prior to the 2011 Amendment. We may elect to implement the 2011 Amendment by May 31 of any year, and such an election
shall apply as of the tax year following the year on which the company's tax return (and the election) was filed. Electing to implement
the 2011 Amendment is irreversible.
We qualify for the status of a “Preferred Company” pursuant to the 2011 Amendment. We
are contemplating the implementation of the 2011 Amendment in future tax years.
In 2021, we have reversed the valuation allowance recorded in past years due to our forecast that it is
more likely than not that the Company will realize its deferred tax losses in the future.
The termination or substantial reduction of any of the benefits available under the Investment Encouragement
Law could have a material adverse effect on our future investments in Israel, and could adversely affect our results of operations and
financial condition.
Taxation of Gains Upon Disposition of, and Dividends Paid on, our Ordinary Shares
Taxation of Israeli Resident Shareholders
Israeli law imposes a capital gains tax on the sale of capital assets. The law distinguishes between
real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain that is equivalent to the increase
of the relevant asset’s purchase price which is attributable to the increase in the CPI between the date of purchase and the date
of sale. Foreign residents who purchased an asset in foreign currency may request that the inflationary surplus will be computed
on the basis of the devaluation of the NIS against such foreign currency. The real gain is the excess of the total capital gain
over the inflationary surplus. The inflationary surplus accumulated from and after December 31, 1993, is exempt from any capital
gains tax in Israel while the real gain is taxed at the applicable rate discussed below.
Dealers in securities in Israel are taxed at regular tax rates applicable to business income.
Subject to certain provisions relating to the linear calculation method applicable to the determination
of the capital gain tax pertaining to capital gains derived from the sale of assets, purchased prior to January 1, 2003, or prior to January
1, 2012 (with respect to sale of assets or securities not listed in a stock exchange prior to 1.1.2012), the tax rate on capital gains,
including capital gain from the sale of securities listed on a stock exchange and on dividends, is generally 25% for individuals and 30%
for substantial individual shareholders (that are, generally, holders of 10% or more of
the shares of the company on the date of the sale of the shares or at any date during the 12 months period preceding such sale).
The tax rate for capital gains generated by corporations is 23% (since 2018). Dividends paid to an Israeli company by another Israeli
company are not subject to tax, unless received out of income derived from a benefited enterprise, or an approved enterprise, or stems
from income derived or accrued outside of Israel.
If the shares were sold by Israeli residents, then (i) for the period ending December 31, 2002 their sale
would generally be tax exempt so long as (1) the shares were listed on a stock exchange, such as, in our case, the NASDAQ Capital Market,
which is recognized by the Israeli Ministry of Finance on December 31, 2002, and (2) we qualified as an Industrial Company or Industrial
Holding Company under the law for Industry Encouragement Law, at the relevant times as provided by the Income Tax Ordinance [New Version],
5721-1961, which we believe we so qualified and (ii) for the period commencing January 1, 2003, the sale of the shares would be, generally,
subject to a 25% tax if sold by non-substantial individual shareholders and 30% tax if sold by a substantial individual shareholders.
The tax rate for corporate shareholders for the sale of the shares is 23% (since 2018).We cannot provide any assurance that the Israeli
tax authorities will agree with the determination that we qualified as an Industrial Company at the relevant times.
Taxation of Non-Israeli Resident Shareholders
Under the convention between the United States and Israel concerning taxes on income, Israeli capital gains
tax will generally not apply to the sale, exchange or disposition of ordinary shares by a person who qualifies as a resident of the United
States. However, this exemption will not apply, among other cases, if the gain is attributable to a permanent establishment of such
person in Israel, or if the qualified U.S. resident holds, directly or indirectly, shares representing 10% or more of our voting power
during any part of the 12-month period preceding the sale, exchange or disposition, subject to specified conditions. In this case,
the sale, exchange or disposition would be subject to Israeli tax, to the extent applicable under Israeli domestic law. However,
under the U.S.-Israel tax treaty, a U.S. resident generally would be permitted to claim a credit for the Israeli tax against the U.S.
federal income tax imposed on the sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits.
The U.S.-Israel tax treaty does not relate to U.S. state or local taxes.
For residents of other countries, the purchaser of the shares may be required to withhold capital gains
tax on all amounts paid by it for the purchase of shares for the sale of our ordinary shares, for so long as the capital gain from such
a sale is not exempt from Israeli capital gains tax.
Notwithstanding the above, the capital gain from the sale of our shares by non-Israeli residents would
be tax exempt as long as our shares are listed on the NASDAQ Capital Market or any other stock exchange recognized by the Israeli Ministry
of Finance, and provided that certain other conditions are met. The most relevant conditions are as follows: (i) the capital gain is not
attributed to the foreign resident’s permanent establishment in Israel, and (ii) the shares were acquired by the foreign resident
after the company’s shares had been listed for trading on the foreign Exchange.
On the distribution of dividends other than bonus shares (stock dividends) to individual Israeli residents
shareholders or to non-Israeli shareholders, income tax applies at the rate of 25% or 30%, as described above, or the lower rate payable
with respect to dividends received out of income derived from a preferred or benefited enterprise (see the Investment Encouragement Law),
unless a double taxation treaty is in effect between Israel and the shareholder's country of residence which provides for a lower tax
rate in Israel on dividends. The Convention between the State of Israel and the Government of the United States relating to relief
from double taxation provides for a maximum tax of 25% on dividends paid to a resident of the United States. As set forth above,
dividends paid to an Israeli company by another Israeli company are not subject to corporate tax, unless received out of income derived
from a benefited enterprise, or an approved enterprise or unless the dividend stems from income produced or accrued abroad.
Non-residents of Israel are subject to income tax on income accrued or derived from sources in Israel.
Such sources of income include passive income such as dividends, royalties and interest, as well as non-passive income from services rendered
in Israel. Distributions of dividends other than bonus shares or stock dividends, are subject to income tax at the rate of 25% or
30% (for individuals), or 23% (for corporations in 2018 and 2019) pursuant to Israeli domestic law as described above. However,
under the Investment Encouragement Law, dividends generated by an approved enterprise or by our benefited enterprise are, generally, taxed
at the rate of 15%.
Pursuant to the Convention between the State of Israel and the Government of the United States relating
to relief from double taxation, the maximum tax rate on dividends paid to a holder of ordinary shares who is a Treaty U.S. Resident will
be 25%. However, dividends which are not generated by an approved enterprise will generally be subject to Israeli tax at a
rate of 12.5% if paid to a U.S. corporation which holds 10% of our voting power for a designated period and provided that not more than
25% of our gross income for such period consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends
distributed from income attributed to an approved enterprise are generally subject to a withholding tax rate of 15% for such a U.S. corporation
shareholder (which meets both conditions set forth above).
Subject to certain conditions, non-Israeli residents will be tax exempt on capital gain derived from investments
in Israeli companies without derogating from any other capital gain tax exemption applying to non-Israeli resident under Israeli law or
under any applicable double tax treaty.
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:
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financial institutions or financial services entities; |
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certain insurance companies; |
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investors liable for alternative minimum tax; |
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regulated investment companies, real estate investment trusts, or grantor trusts; |
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dealers or traders in securities, commodities or currencies; |
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tax-exempt organizations; |
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certain former citizens or long-term residents of the United States; |
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non-resident aliens of the United States or taxpayers whose functional currency is not the U.S. dollar; |
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persons who hold ordinary shares through partnerships or other pass-through entities;
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persons who acquire their ordinary shares through the exercise or cancellation of employee stock options or otherwise as compensation
for services;
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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 |
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investors holding ordinary shares as part of a straddle, appreciated financial position, a hedging transaction or conversion transaction.
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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:
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an individual who is a citizen or a resident of the United States; |
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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; |
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
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a trust if the trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if (1) a court within
the United States is able to exercise primary supervision over the trust’s administration and (2) one or more U.S. persons have
the authority to control all of the substantial decisions of the trust. |
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.
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, it is expected that the entire amount of any distribution will generally be reported as dividend
income to you. Dividends are included in gross income 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 ordinary shares 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 (possibly 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 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.
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 Companies
We believe that we were not a PFIC for U.S. federal income tax purposes for the 2019 taxable year. However,
since PFIC status depends upon the composition of our income and assets and the market value of our assets from time to time, there can
be no assurance that we will not be considered a PFIC for any future taxable year. If we were a PFIC for any taxable year during which
a U.S. Holder owned 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. Certain elections (such as a mark-to-market
election or a QEF election) may be available to U.S. Holders and may result in alternative tax treatment. U.S. Holders should consult
their tax advisors as to the availability and consequences of a mark-to-market election or a QEF election with respect to their ordinary
shares.
In addition, if we were a PFIC for a taxable year in which we pay a dividend or the prior taxable year,
the favorable dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply. If
we were a PFIC for any taxable year in which a U.S. Holder owned our shares, the U.S. Holder would generally be required to file annual
returns with the IRS on IRS Form 8621.
Additional Tax on Investment Income
In addition to the income taxes described above, U.S. Holders that are individuals, estates or trusts and
whose income exceeds certain thresholds 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.
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 quarterly reports and financial statements. 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 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 SEC maintains an Internet website that contains reports and other information about issuers, like us,
that file electronically with the SEC. The address of that website is www.sec.gov. We make our
reports available on our internet website, free of charge, as soon as reasonably practicable after such material is electronically filed
with the SEC.
The documents concerning our company that are referred to in this annual report may also be inspected at
our offices located at 20 Ben Zion Gelis Street, Sgoola Industrial Zone, Petach Tikva 4910101, Israel.
I. Subsidiary Information
Not applicable.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
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We are exposed to a variety of market risks, including foreign currency
fluctuations and changes in interest rates affecting primarily the interest on short-term credit lines and long-term loans.
Foreign Currency Exchange Risk
Our reporting currency is the dollar. Our revenues are primarily denominated in the dollar, NIS and
Euros, while our expenses are primarily denominated in NIS, dollars and Euros. As a result, the NIS value of our dollar and Euro
denominated revenues are negatively impacted by the depreciation of the dollar and the Euro against the NIS. In addition, fluctuations
in rates of exchange between NIS and other currencies may affect our operating results and financial condition. The average exchange
rate for the NIS against the dollar was approximately 6.2% lower in 2021 than 2020 and the average exchange rate of the NIS against the
Euro was 2.5% lower in 2021 than 2020, and in total, these changes had a negative impact on our operating results in 2021. The average
exchange rate for the NIS against the dollar was approximately 3.4% lower in 2020 than 2019 and the average exchange rate of the NIS against
the Euro was 1.7% lower in 2020 than 2019, and in total, these changes had a negative impact on our operating results in 2020. As
of December 31, 2021, we estimate that a devaluation of 1% of the dollar against the NIS would result in a decrease of approximately $200,000 in
our operating income and devaluation of 1% of the Euro against the NIS would not have a material impact on our operating and financial
results.
If we were to determine that it is in our best interests to enter into hedging transactions in the future
in order to protect ourselves in part from currency fluctuations, we may not be able to do so, or such transactions, if entered into,
may not materially reduce the effect of fluctuations in foreign currency exchange rates on our results of operations and may result in
additional expenses.
Commodity Price Risk
Cost of raw materials is a significant component of our cost of revenues. In 2021, the cost of raw
materials used in production was $8.5 million compared to $9.4 million in 2020. A 1% increase or decrease in the cost of raw materials
used in production would increase or decrease our cost of raw materials by approximately $85,000.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our short-term credit lines,
short-term loans and long-term loans. For information on the interest rates of our short-term
credit lines, short-term loans and long-term loans, see Item 5B. “Operating and Financial
Review and Prospects - Liquidity and Capital Resources.” For purposes of specific risk analysis, we use sensitivity analysis
to determine the impact that market risk exposure may have on the financial expenses derived from our short-term credit lines and long-term
loans. Based on our loans balance at December 31, 2021, a hypothetical increase of 1% in the interest rates would result in an increase
of approximately $46,000 in our financial expenses. A hypothetical increase of 1% in
the CPI would not have a material impact on our financial and operational expenses.
Credit Risk
We may be subject to significant concentrations of credit risk consisting principally of cash and cash
equivalents and trade accounts receivable. Cash and cash equivalents are deposited with major financial institutions in Israel,
Europe and the United States.
The risk of collection associated with trade receivables is reduced by the geographical dispersion of our
customer base. However, our business involves selling products to customers for whose credit we do not have insurance coverage, and we
are exposed to risk with respect to our receivables from them.
| ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
Not applicable.
PART II
| ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
None.
| ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS |
None.
| ITEM 15. |
CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to
be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, and that such information is accumulated and communicated to our chief executive officer and chief financial officer
to allow timely decisions regarding required disclosure. Our management, including our chief executive officer and chief financial
officer, conducted an evaluation of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), as of the end
of the period covered by this Annual Report on Form 20-F. Based upon that evaluation, our chief executive officer and chief financial
officer have concluded that, as of such date, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial
reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act
as a process designed by, or under the supervision of, our company’s principal executive and principal financial officers and effected
by our company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:
|
• |
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
the assets of our company; |
|
• |
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 our company are being made only in accordance with
authorizations of management and directors of our company; and |
|
• |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s
assets that could have a material effect on our financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. 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.
Our management assessed the effectiveness of our internal control over financial reporting as of December
31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that assessment, our management concluded that
as of December 31, 2021, our internal control over financial reporting is effective.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered
by this annual report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial
reporting.
| ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
Our board of directors has determined that Mr. Gad Dovev, an external director, meets the definition of
an audit committee financial expert, as defined by rules of the SEC. For a brief listing of Mr. Dovev’s relevant experience,
see Item 6A. “Directors, Senior Management and Employees - Directors and Senior Management.”
We have adopted a code of ethics that applies to our chief executive officer and all senior financial employees
of our company, including the chief financial officer and the comptroller. The code of ethics is publicly 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 the year ended December 31, 2021, the fees billed by our independent
registered public accountants. Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, who have served as our principal
independent registered public accounting firm since December 2020. Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global, served as our principal independent registered public accounting firm prior to the appointment of Brightman Almagor Zohar &
Co.
All of such fees were pre-approved by our Audit Committee.
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Audit (1)
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$ |
75,800 |
|
|
$ |
70,000 |
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|
Audit Related Fees |
|
|
21,700 |
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|
27,500 |
|
|
Tax (2)
|
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|
5,500 |
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|
|
5,000 |
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|
All other Fees (3)
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|
- |
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|
|
5,600 |
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Total |
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$ |
103,000 |
|
|
$ |
108,100 |
|
______________
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(1) |
Audit fees relate to audit services provided for each of the years shown in the table, including fees associated with the annual
audit, consultations on various accounting issues and audit services provided in connection with statutory or regulatory filings.
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(2) |
Tax fees relate to services performed regarding tax compliance. |
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(3) |
Other fees are fees for professional services other than audit or tax related fees. |
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 accounting firm, Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network.
Pre-approval of an audit or non-audit service may be given as a general pre-approval, as part of the audit committee’s approval
of the scope of the engagement of our independent auditor, or on an individual basis. Any proposed services exceeding general pre-approved
levels also require specific pre-approval by our audit committee. The policy prohibits retention of the independent registered public
accounting firm to perform the prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act or the rules of the SEC,
and also requires the audit committee to consider whether proposed services are compatible with the independence of the registered public
accountants.
| ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
Not applicable.
| ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
Neither we nor any affiliated purchaser has purchased any of our securities during 2015.
| ITEM 16F. |
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
On December 5, 2020 Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, was engaged
as the independent registered public accounting firm for the Company, succeeding of Kost Forer Gabbay & Kasierer. The engagement
of Brightman Almagor Zohar & Co., was approved by our shareholders following the recommendation by the Board of Directors and the
Audit Committee.
| ITEM 16G. |
CORPORATE GOVERNANCE |
Under NASDAQ Stock Market Rule 5615(a)(3), foreign private issuers, such as our company, are permitted
to follow certain home country corporate governance practices instead of certain provisions of the NASDAQ Stock Market Rules. A
foreign private issuer that elects to follow a home country practice instead of any of such NASDAQ rules must submit to NASDAQ, in advance,
a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not
prohibited by the home country’s laws.
We have notified NASDAQ that we choose not to comply with the following NASDAQ requirements, and instead
follow Israeli law and practice in respect of such requirements:
|
• |
The requirement to maintain a majority of independent directors, as defined under the NASDAQ Stock Market Rules. Instead, we
follow Israeli law and practice which requires that we appoint at least two external directors, within the meaning of the Israeli Companies
Law, to our board of directors. We have the mandated three independent directors, within the meaning of the rules of the SEC and
NASDAQ, on our audit committee. See Item 6C. “Directors, Senior Management and Employees - Board Practices - External and
Independent Directors.” |
|
• |
The requirements regarding the directors’ nominations process. Under Israeli law and practice, our board of directors
is authorized to recommend to our shareholders director nominees for election. See Item 6C. –
“Directors, Senior Management and Employees - Board Practices - Election of Directors.” |
|
• |
The requirement regarding the quorum for any meeting of shareholders. Instead, we follow Israeli law and practice which provides
that, unless otherwise provided by a company’s articles of association, the quorum required for a general meeting of shareholders
is at least two shareholders present who hold, in the aggregate, 25% of the company’s voting rights. Our articles of association
provide that the quorum required for a shareholder meeting consists of at least two shareholders present in person or represented by proxy
who hold or represent, in the aggregate, at least 33% of the voting rights of the issued share capital. See Item 10B. “Additional
Information - Memorandum and Articles of Association- Annual and Extraordinary Meetings of Shareholders.” |
| ITEM 16H. |
MINE SAFETY DISCLOSURE |
Not applicable.
| ITEM 16I. |
DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
Not applicable.
| ITEM 17. |
FINANCIAL STATEMENTS |
Not applicable.
| ITEM 18. |
FINANCIAL STATEMENTS |
Consolidated Financial Statements
|
Reports of Independent Registered Public Accounting Firms |
F-2 |
| |
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|
Consolidated Balance Sheets |
F-5 |
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Consolidated Statements of Comprehensive Income (loss)
|
F-7 |
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Consolidated Statements of Changes in Shareholders’ Equity
|
F-8 |
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Consolidated Statements of Cash Flows
|
F-9 |
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|
Notes to the Consolidated Financial Statements
|
F-11 |
Index to Exhibits
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Exhibit
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Description |
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101.INS |
|
Inline XBRL Instance Document. |
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
|
101.PRE |
|
Inline XBRL Taxonomy Presentation Linkbase Document. |
|
101.CAL |
|
Inline XBRL Taxonomy Calculation Linkbase Document. |
|
101.LAB |
|
Inline XBRL Taxonomy Label Linkbase Document. |
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document. |
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
(1) |
Filed as Exhibit 1.1 to our registration statement on Form F-1, registration number 333-229740, as amended,
and incorporated herein by reference. |
|
(2) |
Included in Exhibit 99.1 to our Report of Foreign Issuer on Form 6-K filed on September
12, 2013 and incorporated herein by reference. |
|
(3) |
Filed as Exhibit 2.1 to our registration statement on Form F-1, registration number
333-229740, as amended, and incorporated herein by reference. |
|
(4) |
Included as Exhibit B to Exhibit 99.1 to our Report of Foreign Issuer on Form 6-K filed on October 31,
2019 and incorporated herein by reference. |
|
(5) |
Included as Exhibit A to Exhibit 99.1 to our Report of Foreign Issuer on Form 6-K filed on October 31,
2019 and incorporated herein by reference. |
|
(6) |
Filed as Exhibit 4.11 to our Annual Report on Form 20-F for the year ended December 31, 2014, and incorporated
herein by reference. |
|
(7) |
Filed as Exhibit 4.12 to our Annual Report on Form 20-F for the year ended December 31, 2014, and incorporated
herein by reference. |
|
(8) |
Filed as Exhibit 4.13 to our Annual Report on Form 20-F for the year ended December 31, 2014, and incorporated
herein by reference. |
|
(9) |
Filed herewith. |
(Firm Name: Brightman Almagor Zohar & Co / PCAOB ID No. 1197)
(Firm Name: KOST FORER GABBAY & KASIERER / PCAOB ID No. 1281)
We have audited the accompanying consolidated balance sheet of Eltek Ltd. and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income, shareholders' equity, and cash flows, for the two years ended December 31, 2021, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the two years ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were 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 matters does not alter in any way our opinion on the 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.
The Company’s inventories are stated at weighted average cost and accumulated actual costs, subject to lower of cost or net realizable value. The Company periodically evaluates the inventory quantities on hand relative to historical and projected sales volumes, current and historical selling prices and contractual obligations to maintain certain levels of parts. Based on these evaluations, inventory write-offs are provided to cover risks arising from slow-moving items, discontinued products, excess inventories, market prices lower than cost and adjusted revenue forecasts. For the year ended December 31, 2021, the Company recorded inventory write-offs in the amount of $530,000 for excess and obsolete inventory.
We identified the excess and obsolescence write offs as a critical audit matter because of the significant judgments management makes to estimate these write offs as well as the efforts invested in the audit. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the methodology and the reasonableness of the excess and obsolescence write offs.
Our audit procedures related to the estimate of the Company’s excess and obsolete write offs included the following procedures, among others:
We obtained an understanding of the process and assumptions used by management to develop the inventory excess and obsolete write offs, through inquiries of the Company's personnel and evaluation of the Company's methodology for determining inventory that is excess or obsolete.
We evaluated the assumptions used by the Company to define what is considered aged inventory by assessing historical trends in the Company’s product life cycle as well as evaluating the underlying calculations applied to the aged inventory.
For a sample of inventory items with an associated write off for excess and obsolescence, we evaluated whether the write-off for each selection was reasonable by obtaining and evaluating evidence of past usage and aging of the inventory item.
We tested the accuracy of the Company’s inventory valuation calculations utilizing its defined methodology and evaluated the completeness, accuracy, and relevance of the underlying data used in management's estimate.
We compared management’s prior-year inventory reserve estimate to the amount of inventory written off or otherwise disposed of during the current year to consider potential bias in the determination of the inventory reserves.
We have served as the Company's auditor since 2020.
We have audited the accompanying consolidated statements of operations, comprehensive income, shareholders' equity and cash flows of Eltek Ltd. and subsidiaries (the Company) for the year ended December 31, 2019, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company's operations and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 1t to the consolidated financial statements, the company has changed its method for accounting for leases in 2019 due to the adoption of ASU No. 2016-02, Leases (Topic 842).
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
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.
We have served as the Company's auditor since 2014.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
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.
