SNT 20-F/A
Senstar Technologies Corp (SNT)
20-F/A
2026-05-14
For: 2025-12-31
View Original
Added on
August 22, 2026
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F/A
(Amendment No. 1)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31 , 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report .................
Commission file number: 001-41980
(Exact Name of Registrant as specified in its charter and translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Senstar Technologies Corporation
Tel: +1 -613-839-5572
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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||
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 23,331,653 Common Shares, no par value, as of December 31, 2025.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 definition of "accelerated filer", "large accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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International Financial Reporting Standards as issued
by the International Accounting Standards Board ☐
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Other ☐
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
EXPLANATORY NOTE
Senstar Technologies Corporation (the “Company”) is filing this Amendment No. 1 on Form 20-F/A (“Amendment No. 1”) to amend its Annual Report for the fiscal year ended December 31, 2025, as originally filed with the Securities and Exchange Commission on May 4, 2026 (the “Original Form 20-F”) solely to correct typos on the Opinion of EY, our auditors, the date of the opinion, from May 1, 2026 to April 23, 2025, and change “We have served as the Company’s auditor from 1984 to 2024" to 2025.
This Amendment with respect to the Company’s Form S-8 (No. 333-282348) speaks as of the filing date of the Original Form 20-F. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 20-F. This Amendment does not otherwise update any exhibits as originally filed or previously amended. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
Other than as required to reflect the amendment discussed above, this Amendment does not, and does not purport to, amend, update or restate any other information in the Original Form 20-F, or reflect any events that have occurred after the filing of the Original Form 20-F.
1
PART III
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ITEM 17.
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Financial Statements
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We have elected to furnish financial statements and related information specified in Item 18.
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ITEM 18.
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Financial Statements
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The financial statements required by this item are found at the end of this annual report, beginning on page F-1.
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ITEM 19.
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Exhibits
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Exhibit No.
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Description
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2
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this amendment to annual report on its behalf.
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SENSTAR TECHNOLOGIES CORPORATION
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By:
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/s/ Fabien Haubert | |
| Name: | Fabien Haubert | ||
| Title: | Chief Executive Officer | ||
Date: May 14, 2026
3
SENSTAR TECHNOLOGIES CORPORATION
AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
IN U.S. DOLLARS
INDEX
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Page
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Report of Independent Registered Public Accounting Firm (PCAOB ID:
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F-2 – F-4
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F-5 – F-6
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F-7
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F-8
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F-9 – F-10
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F-11 – F-13
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F-14 – F-44
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Kost Forer Gabbay & Kasierer
144 Menachem Begin Road, Building A,
Tel-Aviv 6492102, Israel
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Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
SENSTAR TECHNOLOGIES CORPORATION
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Senstar Technologies Corporation and its subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the two years in the period ended December 31, 2024, 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 financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our 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.
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/s/ KOST FORER GABBAY & KASIERER
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A Member of EY Global
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We have served as the Company’s auditor from 1984 to 2025.
Tel-Aviv, Israel
April 23, 2025
F - 2
Report of independent registered public accounting firm
To the Shareholders and the Board of Directors of
Senstar Technologies Corporation
Opinion on the consolidated financial statements
We have audited the accompanying consolidated balance sheet of Senstar Technologies Corporation and its Subsidiaries [the “Company”] as of December 31, 2025, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for the year ended December 31, 2025, 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 financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated 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.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audit provides a reasonable basis for our opinion.
F - 3
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: [1] relates to accounts or disclosures that are material to the consolidated financial statements and [2] involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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Revenue Recognition – Determination of the standalone selling price of distinct performance obligations not sold separately
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Description of the Matter
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As explained in note 2 to the consolidated financial statements, the Company generates revenues from: [1] sales of security products; [2] services and maintenance, and [3] software license fees and related services. The Company may enter into contracts with customers that include multiple products and services, which are generally distinct and recorded as separate performance obligations. The transaction price is then allocated to the distinct performance obligations not sold separately based on a relative standalone selling price [“SSP”] basis and revenue is recognized when control of the distinct performance obligation is transferred to the customer.
The principal considerations for our assessment that the determination of the SSP of distinct performance obligations not sold separately represents a critical audit matter is the significant audit effort due to the volume of data to evaluate the SSP as well as significant auditor judgment in assessing the reasonableness of the SSP in the absence of directly observable selling prices.
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How We
Addressed the Matter in Our Audit
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Our audit procedures included, among others, evaluating the appropriateness of the overall methodology used by management to develop the SSP of distinct performance obligations not sold separately. These procedures also included, among others, on a sample basis [i] testing the accuracy and completeness of the data in the population of transactions used to calculate the SSP; [ii] testing the mathematical accuracy of management’s calculations of the SSP and [iii] testing management’s analysis evaluating the impact of changes in the SSP on the amount of revenue recognized in the current period.
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/s/ Ernst & Young LLP
Chartered Professional Accountants
Licensed Public Accountants
We have served as the Company’s auditor since 2025.
May 1, 2026
F - 4
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
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December 31,
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||||||||
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2025
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2024
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|||||||
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ASSETS
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||||||||
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CURRENT ASSETS:
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||||||||
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Cash and cash equivalents
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$
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$
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||||
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Short-term bank deposits
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||||||
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Restricted cash and deposits
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Trade receivables, net
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Unbilled accounts receivable
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||||||
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Other accounts receivable and prepaid expenses
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Inventories
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Total current assets
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||||||
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LONG-TERM ASSETS:
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||||||||
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Deferred tax assets
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||||||
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Operating lease right-of-use assets
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||||||
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Property and equipment, net
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||||||
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Intangible assets, net
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||||||
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Goodwill
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||||||
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Total long-term assets
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||||||
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Total assets
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$
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$
|
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 5
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
|
December 31,
|
||||||||
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2025
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2024
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|||||||
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LIABILITIES AND SHAREHOLDERS' EQUITY
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||||||||
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CURRENT LIABILITIES:
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||||||||
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Trade payables
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$
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$
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||||
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Deferred revenues and customer advances
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||||||
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Other accounts payable and accrued expenses
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||||||
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Short-term operating lease liabilities
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||||||
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Total current liabilities
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||||||
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LONG-TERM LIABILITIES:
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Deferred revenues
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Deferred tax liabilities
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Long-term operating lease liabilities
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Other long-term liabilities
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Total long-term liabilities
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COMMITMENTS AND CONTINGENT LIABILITIES
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||||||||
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SHAREHOLDERS' EQUITY:
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||||||||
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Share capital -
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||||||||
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Common shares no par value -
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||||||||
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Authorized:
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||||||
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Additional paid-in capital
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||||||
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Accumulated other comprehensive income (loss)
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(
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)
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(
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)
|
||||
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Foreign currency translation adjustments (Company's standalone financial statements)
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||||||
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Accumulated deficit
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(
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)
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(
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)
|
||||
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Total shareholders' equity
|
|
|
||||||
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Total liabilities and shareholders' equity
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$
|
|
$
|
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 6
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except per share data)
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Year ended December 31,
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||||||||||||
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2025
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2024
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2023
|
||||||||||
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Revenues
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$
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$
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$
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||||||
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Cost of revenues
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Gross profit
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|||||||||
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Operating expenses:
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||||||||||||
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Research and development, net
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Selling and marketing
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General and administrative
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Total operating expenses
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Operating income (loss)
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(
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)
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||||||||
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Financial income (expenses), net
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(
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)
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||||||||
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Income (loss) before income taxes
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(
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)
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Taxes on income (tax benefit)
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(
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)
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(
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)
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|||||||
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Net income (loss)
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$
|
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$
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$
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(
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)
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|||||
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Basic net income (loss) per share
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$
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$
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$
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(
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)
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|||||
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Diluted net income (loss) per share
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$
|
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$
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$
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(
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)
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|||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 7
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
U.S. dollars in thousands
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Year ended December 31,
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||||||||||||
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2025
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2024
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2023
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||||||||||
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Net income (loss)
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$
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|
$
|
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$
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(
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)
|
|||||
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Foreign currency translation adjustments
|
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(
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)
|
|
||||||||
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Total other comprehensive income (loss)
|
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(
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)
|
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||||||||
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Total comprehensive income (loss)
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$
|
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$
|
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$
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(
|
)
|
|||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 8
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
U.S. dollars in thousands (except share data)
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Number of shares
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Common shares
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Additional paid-in
capital
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Accumulated other comprehensive
income (loss)
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Foreign currency translation
adjustments - the Company
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Accumulated
deficit
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Total shareholders' equity
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||||||||||||||||||||||
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Balance as of January 1, 2023
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$
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$
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$
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(
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)
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$
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$
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(
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)
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$
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|
|||||||||||||
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Stock-based compensation
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-
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|||||||||||||||||||||
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Foreign currency translation adjustments - the Company
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-
|
|
|
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(
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)
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(
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)
|
|||||||||||||||||||
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Comprehensive income (loss):
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||||||||||||||||||||||||||||
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Net loss
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-
|
|
|
|
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(
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)
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(
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)
|
|||||||||||||||||||
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Foreign currency translation adjustments
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
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Balance as of December 31, 2023
|
|
|
|
|
|
(
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)
|
|
||||||||||||||||||||
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Change in par value of common shares
|
-
|
(
|
)
|
|
|
|
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|
||||||||||||||||||||
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Issuance of shares upon exercise of employee stock options
|
|
|
|
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|
|
|
|||||||||||||||||||||
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Stock-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Foreign currency translation adjustments - the Company
|
-
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
|
Comprehensive income (loss):
|
||||||||||||||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Foreign currency translation adjustments
|
-
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||||||
|
Balance as of December 31, 2024
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 9
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
U.S. dollars in thousands (except share data)
|
Number of shares
|
Additional paid-in
capital
|
Accumulated other comprehensive
income (loss)
|
Foreign currency translation
adjustments - the Company
|
Accumulated deficit
|
Total shareholders' equity
|
|||||||||||||||||||
|
Balance as of December 31, 2024
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||
|
Issuance of shares upon exercise of employee stock options
|
|
|
|
|
|
|
||||||||||||||||||
|
Stock-based compensation
|
-
|
|
|
|
|
|
||||||||||||||||||
|
Foreign currency translation adjustments - the Company
|
-
|
|
|
|
|
|
||||||||||||||||||
|
Comprehensive income (loss):
|
||||||||||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|
||||||||||||||||||
|
Foreign currency translation adjustments
|
-
|
|
|
|
|
|
||||||||||||||||||
|
Balance as of December 31, 2025
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 10
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net income (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Adjustments required to reconcile net income to net cash provided by (used in) operating activities:
|
||||||||||||
|
Depreciation and amortization
|
|
|
|
|||||||||
|
Loss (gain) on sale of property and equipment
|
|
(
|
)
|
|
||||||||
|
Stock based compensation
|
|
|
|
|||||||||
|
Decrease (increase) in trade receivables, net
|
|
(
|
)
|
|
||||||||
|
Decrease (increase) in unbilled accounts receivable
|
|
(
|
)
|
|
||||||||
|
Decrease (increase) in other accounts receivable and prepaid expenses
|
(
|
) |
|
(
|
)
|
|||||||
|
Decrease (increase) in inventories
|
(
|
)
|
|
|
||||||||
|
Decrease (increase) in deferred income taxes, net
|
|
|
|
|||||||||
|
Decrease (increase) in operating lease right-of-use assets
|
|
|
|
|||||||||
|
Decrease in operating lease liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Increase (decrease) in trade payables
|
(
|
)
|
|
(
|
)
|
|||||||
|
Increase (decrease) in other accounts payable and accrued expenses and deferred revenues and customer advances
|
(
|
)
|
|
(
|
)
|
|||||||
|
Accrued severance pay, net
|
|
(
|
)
|
(
|
)
|
|||||||
|
Net cash provided by operating activities
|
$
|
|
$
|
|
$
|
|
||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 11
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Cash flows from investing activities:
|
||||||||||||
|
Investment of short-term bank deposits
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Proceeds from sale of property and equipment
|
|
|
|
|||||||||
|
Purchase of property and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Proceeds from issuance of shares upon exercise of options to employees
|
|
|
|
|||||||||
|
Deferred payment with respect to asset acquisition
|
|
|
(
|
)
|
||||||||
|
Net cash provided by (used in) financing activities
|
|
|
(
|
)
|
||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(
|
)
|
|
||||||||
|
Increase (decrease) in cash and cash equivalents
|
|
|
(
|
)
|
||||||||
|
Cash and cash equivalents at the beginning of the year
|
|
|
|
|||||||||
|
Cash and cash equivalents at the end of the year
|
$
|
|
$
|
|
$
|
|
||||||
The accompanying notes are an integral part of the consolidated financial statements.
F - 12
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Supplemental disclosures of cash flows activities:
|
||||||||||||
|
Cash paid (received) during the year for:
|
||||||||||||
|
Interest
|
$
|
|
$
|
|
$
|
|
||||||
|
Federal tax
|
$
|
|
$
|
(
|
) |
$
|
|
|||||
|
Provincial tax
|
|
(
|
) |
|
||||||||
|
United States tax
|
|
|
|
|||||||||
|
Canada
|
|
|
|
|||||||||
|
Israel
|
|
|
|
|||||||||
|
$ |
|
$ |
(
|
) |
$ |
|
||||||
|
Significant non-cash transactions:
|
||||||||||||
|
Right-of-use asset recognized with corresponding lease liability
|
$
|
|
$
|
|
$
|
|
||||||
*The company was domiciled in Canada in 2024 and 2025, in 2023 the company was domiciled in Israel.
The accompanying notes are an integral part of the consolidated financial statements.
F - 13
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 1:- |
GENERAL
|
| a. |
General:
|
Senstar Technologies Corporation ("the Parent Company" or "Senstar") and its subsidiaries (together - "the Company") is a leading international provider of comprehensive physical, video, and access control security products and solutions. The Company offers comprehensive solutions for critical sites, which leverage its broad portfolio of homegrown PIDS (Perimeter Intrusion Detection Systems), advanced VMS and SMS (Video Management Software and Security Management Software) with native IVA (Intelligent Video Analytics) security solutions, as well as access control products and technologies.
| b. |
Redomiciliation Transaction:
|
On September 26, 2023, Senstar Technologies Ltd., Senstar Technologies Corporation, a newly established Ontario corporation, and Can Co Sub Ltd., a Company organized under the laws of the State of Israel and a wholly-owned subsidiary of Senstar Technologies Corporation (“Merger Sub”) entered into a merger agreement (the “Merger Agreement”), pursuant to which Senstar Technologies Corporation would become the Parent Company of Senstar Technologies Ltd. as a result of the merger of Merger Sub with and into Senstar Technologies Ltd., with Senstar Technologies Ltd. surviving the merger as a wholly-owned subsidiary of Senstar Technologies Corporation (the “Merger”).
Effective March 18, 2024 (the “Effective Time”), Merger Sub was merged with and into Senstar Technologies Ltd. As a result of the Merger, (a) the separate corporate existence of Merger Sub ceased and Senstar Technologies Ltd. continued as the surviving company; (b) all the properties, rights, privileges, powers and franchises of Senstar Technologies Ltd. and Merger Sub vested in Senstar Technologies Ltd. (as the surviving company); (c) all debts, liabilities and duties of Senstar Technologies Ltd. and Merger Sub became the debts, liabilities and duties of Senstar Technologies Ltd. (as the surviving company); and (d) all the rights, privileges, immunities, powers and franchises of Senstar Technologies Ltd. continued unaffected by the Merger in accordance with the Israeli Companies Law, 5759-1999.
Each Senstar Technologies Ltd. ordinary share issued and outstanding immediately prior to the consummation of the Merger represented the right to receive one (1) validly issued, fully paid and nonassessable common share of Senstar Technologies Corporation, representing the same proportional equity interest in Senstar Technologies Corporation as that shareholder held in Senstar Technologies Ltd.
As a result of this transaction, domicile of the corporate parent changed from Senstar Technologies Ltd., a company organized under the laws of the State of Israel to Senstar Technologies Corporation, an Ontario organized Company (the “Redomiciliation”).
F - 14
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 1:- |
GENERAL (Cont.)
|
The number of common shares of Senstar Technologies Corporation outstanding immediately after the Redomiciliation continued to be the same as the number of ordinary shares of Senstar Technologies Ltd. outstanding immediately prior to the Redomiciliation. The rights of shareholders of Senstar Technologies Corporation are governed under Ontario law and the Articles and By-Laws of Senstar Technologies Corporation.
The Redomiciliation was accounted for as a change in the reporting entity between entities under common control and the historical basis of accounting was retained as if the entities had always been combined for financial reporting purposes. The consolidated financial statements for periods prior to the Redomiciliation are the consolidated statements of Senstar Technologies Ltd. as the predecessor to the Company for accounting and reporting purposes and, upon completion of the Redomiciliation, such historical consolidated financial statements became Senstar Technologies Corporation's historical consolidated financial statements.
| c. |
On December 9, 2025 Senstar Technologies Corporation’s wholly owned subsidiary entered into a definitive agreement (the "Agreement") to acquire Blickfeld GmbH ("Blickfeld"), a top producer of 3D LiDAR sensors with integrated software for security, volume monitoring, industrial and traffic applications, for €
|
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), followed on a consistent basis.
| a. |
Use of estimates:
|
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such management estimates and assumptions are related, but not limited to estimates used in determining values of goodwill and identifiable intangible assets in a business combination, the determination of the standalone selling price in revenue arrangements with multiple performance obligations, allowances for credit losses, the valuation of inventory and the need for a provision, warranty provision, the valuation of income tax assets and uncertain tax positions, legal contingencies and the valuation of stock-based compensation costs. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.
F - 15
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| b. |
Foreign currency:
|
The Company's management believes that the Canadian Dollar (“CAD”) is the primary currency of the economic environment in which Senstar Technologies Corporation operates. Therefore, the functional currency of Senstar Technologies Corporation is the CAD.
The Company's reporting currency is the U.S. dollar.
ASC 830, "Foreign Currency Matters" sets the standards for translating foreign currency financial statements of consolidated subsidiaries. The first step in the translation process is to identify the functional currency for each subsidiary included in the financial statements. The accounts of each subsidiary are then measured in its functional currency. All transaction gains and losses from the measurement of monetary balance sheet items are reflected in the statement of operations as financial income or expenses, as appropriate.
After the measurement process is complete at the subsidiary level, the financial statements of subsidiaries with a functional currency different than the Canadian dollar are translated into Canadian dollars, using the current rate method. Equity accounts are translated using historical exchange rates. All other balance sheet accounts are translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate for the year. The resulting translation adjustment is reported as a component of shareholders' equity in accumulated other comprehensive income (loss).
The Company then translates the consolidated financial statements into the U.S. dollar reporting currency, using the same method described above, except that the resulting translation adjustment is reported as a separate component of shareholders’ equity in “Foreign currency translation adjustments (Company's standalone financial statements)”.
| c. |
Principles of consolidation:
|
The consolidated financial statements include the accounts of Senstar and its subsidiaries. Intercompany transactions and balances including profits from intercompany sales not yet realized outside the Company, have been eliminated upon consolidation.
| d. |
Cash equivalents:
|
Cash equivalents are short-term highly liquid investments that are readily convertible into cash with original maturities of three months or less at the date acquired.
| e. |
Short-term restricted cash and deposits:
|
Short-term restricted cash and deposits are primarily invested in certificates of deposit that are restricted to withdrawals or use up to one year. Such certificates of deposit are used primarily as collateral for performance.
F - 16
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| f. |
Short-term bank deposits:
|
Short-term bank deposits are deposits with maturities of more than three months and less than one year and are presented at their cost.
| g. |
Inventories:
|
Inventories are stated at the lower of cost or net realizable value. The Company periodically evaluates the inventory quantities on hand relative to historical and projected sales volumes, current and historical selling prices and contractual obligations to maintain certain levels of parts. Based on these evaluations, inventory write-offs are provided to cover risks arising from slow-moving items, discontinued products, excess inventories, market prices lower than cost and adjusted revenue forecasts.
Cost is determined as follows:
Raw materials, parts and supplies: using the "first-in, first-out" method.
Work in progress and finished products: on the basis of direct manufacturing costs with the addition of allocable indirect cost, representing allocable operating overhead expenses and manufacturing costs.
During the years ended December 31, 2025, 2024 and 2023, the Company recorded inventory write-offs in the amounts of $766 , $129 and $321 , respectively. Such write-offs were included in cost of revenues.
| h. |
Property and equipment:
|
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates:
|
%
|
||
|
Buildings
|
|
|
|
Machinery and equipment
|
|
|
|
Motor vehicles
|
|
|
|
Promotional displays
|
|
|
|
Office furniture and equipment
|
|
|
|
Leasehold improvements
|
|
F - 17
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| i. |
Intangible assets:
|
Intangible assets are comprised of know-how and patents, capitalized and acquired technology and customer relationships.
Intangible assets are amortized over their useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up, in accordance with ASC 350, "Intangibles - Goodwill and Other." Patents are amortized based on the straight-line while technology and customer relationships are amortized using acceleration method, at the following weighted average annual rates:
|
%
|
||
|
Patents
|
|
|
|
Technology
|
|
|
|
Customer relationships
|
|
| j. |
Impairment of long-lived assets:
|
The Company's long-lived assets (assets group) to be held or used, including right of use assets and intangible assets that are subject to amortization, are reviewed for impairment in accordance with ASC 360, "Property, Plant, and Equipment" whenever events or changes in circumstances indicate that the carrying amount of a group of assets may not be recoverable. Recoverability of a group of assets to be held and used is measured by a comparison of the carrying amount of the group to the future undiscounted cash flows expected to be generated by the group. If such group of assets is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. During the years ended December 2025, 2024 and 2023, the Company did not record any impairment charges attributable to long-lived assets.
| k. |
Goodwill:
|
Goodwill and certain other purchased intangible assets have been recorded as a result of acquisitions. Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test.
F - 18
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
ASC No. 350, "Intangible-Goodwill and other" requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed. Alternatively, ASC No. 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the quantitative goodwill impairment test. The Company performed a quantitative impairment test for both 2025 and 2024.
If the carrying value of a reporting unit exceeds its fair value, the Company recognizes an impairment of goodwill for the amount of this excess. The Company performs an annual impairment test during the fourth quarter of each fiscal year, or more frequently if impairment indicators are present.
The Company operates as one operating segment with a single reporting unit. Therefore, goodwill is tested for impairment at that level.
For the years ended December 31, 2025, 2024 and 2023, no impairment losses were recorded.
| l. |
Business combinations:
|
The Company accounts for business combinations in accordance with ASC No. 805, “Business Combinations” using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, the Company makes estimates and assumptions, especially with respect to intangible assets. The estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Acquisition-related expenses, such as legal and consulting fees, are expensed as incurred.
F - 19
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| m. |
Revenue recognition:
|
The Company recognizes revenues in accordance with ASC No. 606, "Revenue from Contracts with Customers" ("ASC No. 606"). As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation.
The Company generates its revenues mainly from: (1) sales of security products; (2) services and maintenance, which are performed either on a fixed-price basis or as time-and-materials based contracts; and (3) software license fees and related services. The Company's products and services are generally distinct and accounted for as separate performance obligations. Certain arrangements with customers contain multiple distinct performance obligations. For these arrangements, the Company allocates the transaction price to each performance obligation based on its relative stand-alone selling price ("SSP"). The Company generally establishes SSPs based on observable selling prices for their products and services. If the product or service is not sold separately, the Company makes an estimate of the SSP using historical pricing information and analysis.
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. The Company usually does not grant a right of return to its customers.
In instances of contracts where revenue recognition differs from the timing of invoicing, the Company generally determined that those contracts do not include a significant financing component. The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is a year or less. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes). The Company accounts for shipping and handling activities as fulfillment activities. Shipping and handling activities are classified as part of the cost of revenues.
Payment terms are typically up to 90 days, and vary by the type of payer, country of sale and the products or services offered.
Revenue for security products and software licenses are generally recognized at a point in time, when the customer obtains control over the product or license. Revenues for services and maintenance are recognized over time, using the method that best depicts the transfer of services to the customer, as those services are performed or over the term of the contract.
F - 20
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Software related services provide the customer with unspecified software updates, on a when available basis and are recognized ratably over time as these services have a continuance pattern of transfer to the customer during the contract period. Warranties are classified as either an assurance type or a service type warranty. A warranty is considered an assurance type warranty if it provides the customer with assurance that the product will function as intended for a limited period of time. An assurance type warranty is not accounted for as a separate performance obligation under the revenue model.
Remaining performance obligations:
Remaining performance obligations represent the future revenues expected to be recognized on firm orders received by the Company and are equivalent to the Company’s remaining performance obligations at the end of each period for a remaining period of more than a year. The Company's remaining performance obligations as of December 31, 2025 was $4.1 million, out of which the Company expects to recognize approximately 63 % as revenue in 2026, with the remainder to be recognized thereafter. The Company does not disclose information about remaining performance obligations that have original expected durations of one year or less.
Deferred revenues and customer advances:
Customers advances are recorded when the Company receives payments from customers before performance obligations have been performed. Deferred revenues are recognized as revenues as (or when) the Company performs the performance obligation under the contract. Deferred revenues and customer advances as of December 31, 2025 and 2024 were $4.4 million and $4.2 million, respectively, and primarily relate to revenues that are recognized over time for service contracts. Approximately $3.8 million out of the balance as of December 31, 2024 was recognized as revenues during the year ended December 31, 2025.
F - 21
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| n. |
Accounting for stock-based compensation:
|
The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation-Stock Compensation". ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods in the consolidated statement of operations, generally options vest over a period of 3 years.
The Company recognizes compensation expenses for the value of its awards, which have graded vesting, based on the accelerated attribution method over the vesting period. The Company accounts for forfeitures as they occur.
During the years ended December 31, 2025, 2024 and 2023, the Company recognized stock-based compensation expenses related to employee stock options in the amounts of $612 , $18 and $18 , respectively.
The Company estimates the fair value of stock options granted under ASC 718 using the Binomial model. The Binomial model for option pricing requires a number of assumptions, of which the most significant are the suboptimal exercise factor and expected stock price volatility. The suboptimal exercise factor is estimated using historical option exercise information. The suboptimal exercise factor is the ratio by which the stock price must increase over the exercise price before employees are expected to exercise their stock options. Expected volatility is based upon actual historical stock price movements and was calculated as of the grant dates for different periods, since the Binomial model can be used for different expected volatilities for different periods. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term to the contractual term of the options.
The expected term of options granted is derived from the output of the option valuation model and represents the period that options granted are expected to be outstanding. During the year ended December 31, 2023 no options were granted.
The following assumptions were used in the Binomial option pricing model for the years ended December 31, 2025 and 2024, respectively (no options were granted in 2023):
|
2025
|
2024
|
||||
|
Dividend yield
|
|
|
|||
|
Expected volatility
|
|
|
|||
|
Risk-free interest
|
|
|
|||
|
Contractual term
|
|
|
|||
|
Suboptimal exercise multiple
|
|
|
F - 22
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| o. |
Research and development costs:
|
Research and development costs incurred in the process of developing product improvements or new products, are charged to expenses as incurred.
The Company participates in programs sponsored by the Industrial Research Assistance Program ("IRAP") in Canada. Under this program, the company incurs costs and then submits claims, the funding received is reported by offsetting research and development costs. In the years ended December 31, 2025, 2024 and 2023 the Company recognized IRAP funding in the amount of $538 , $17 , and $266 , respectively.
| p. |
Warranty costs:
|
The Company generally provides assurance type warranty to its customers for a period of up to 36 months to cover potential manufacturing defects. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized in accordance with ASC 450, "Contingencies." Factors that affect the Company's warranty liability include the number of units, historical and anticipated rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.
The following table provides the detail of the change in the Company's warranty accrual, which is a component of other accrued expenses in the consolidated balance sheets as of December 31, 2025 and 2024:
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Warranty provision, beginning of year
|
$
|
|
$
|
|
||||
|
Charged to costs of revenue relating to new sales
|
|
|
||||||
|
Utilization of warranty
|
(
|
)
|
(
|
)
|
||||
|
Foreign currency translation adjustments
|
(
|
)
|
(
|
)
|
||||
|
Warranty provision, year end
|
$
|
|
$
|
|
||||
| q. |
Net earnings per share:
|
Basic net earnings per share are computed based on the weighted average number of common shares outstanding during each year. Diluted net earnings per share is computed based on the weighted average number of common shares outstanding during each year, plus dilutive potential common shares considered outstanding during the year, in accordance with ASC 260, "Earnings Per Share."
F - 23
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The total weighted average number of the Company's common shares related to the outstanding options excluded from the calculations of diluted earnings per share was 241,063 shares, 314,937 shares and 363,499 shares for the years ended December 31, 2025, 2024 and 2023, respectively.
| r. |
Concentrations of credit risk:
|
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term bank deposits, trade receivables, other accounts receivable, and unbilled accounts receivable.
As of December 31, 2025, the Company's cash and cash equivalents and restricted cash and short-term deposits were invested in major Canadian, U.S. and European banks. The Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the accompanying consolidated balance sheets exceed insured limits. Generally, these deposits may be redeemed upon demand and therefore, bear low risk.
Trade receivables are recorded when the right to consideration becomes unconditional, and an invoice is issued to the customer. Unbilled receivables include amounts related to the Company’s contractual right to consideration not yet invoiced. Trade receivables of the Company, as well as the unbilled accounts receivable, are primarily derived from sales to large and solid organizations and governmental authorities located mainly in the U.S., Canada, Europe and Asia-Pacific (APAC).
The Company establishes current expected credit losses (“CECL”) for pools of assets with similar risk characteristics by evaluating historical levels of credit losses, current economic conditions that may affect a customer’s ability to pay, and creditworthiness of significant customers. The Company, in the normal course of business, monitors the financial condition of its customers and reviews the credit history of each new customer. When the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company (such as in the case of bankruptcy filings or material deterioration in the customer’s operating results or financial position, and payment experiences), the Company records a specific credit loss provision to reduce the customer’s related accounts receivable to its estimated net realizable value. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. Receivables are written-off and charged against the recorded allowance when the Company has exhausted collection efforts without success.
F - 24
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Changes in the Company's allowance for credit losses related to accounts receivables during the years ended December 31, 2025 and 2024 are as follows:
|
Year ended
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Balance at the beginning of the year
|
$
|
|
$
|
|
||||
|
Credit losses expenses during the year
|
|
|
||||||
|
Customer write-offs during the year
|
(
|
)
|
(
|
)
|
||||
|
Exchange rate
|
|
(
|
)
|
|||||
|
$
|
|
$
|
|
|||||
As of December 31, 2025, the Company has no significant off-balance sheet concentrations of credit risk, such as foreign exchange contracts.
| s. |
Income taxes:
|
The Company accounts for income taxes in accordance with ASC 740, "Income Taxes." This ASC prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.
The Company establishes reserves for uncertain tax positions based on an evaluation of whether the tax position is “more likely than not” to be sustained upon examination. The Company records interest and penalties pertaining to its uncertain tax positions in the financial statements as income tax expense.
| t. |
Severance pay:
|
The Company’s Israeli subsidiary has entered into an agreement with its employees implementing Section 14 of the Severance Pay Law and the General Approval of the Labor Minister dated June 30, 1998, issued in accordance with the said Section 14, mandating that upon termination of such employees' employment, all the amounts accrued in their insurance policies will be released to them. The severance pay liabilities and deposits covered by these plans are not reflected in the balance sheet as the severance pay risks have been irrevocably transferred to the severance funds.
F - 25
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
On December 31, 2007, the then Chairman of the Company's Board of Directors ("Former Chairman"), retired from his position. His retirement agreement included certain perquisites from the Company for the rest of his life. During 2024 the Company and the Former Chairman agreed on terminating his retirement agreement. As such, as of December 31, 2024, the Company no longer has a liability related to the Former Chairman’s retirement agreement.
On December 31, 2007, the then Chairman of the Company's Board of Directors ("Former Chairman"), retired from his position. His retirement agreement included certain perquisites from the Company for the rest of his life. During 2024 the Company and the Former Chairman agreed on terminating his retirement agreement. As such, as of December 31, 2025 and 2024, the Company no longer has a liability related to the Former Chairman’s retirement agreement.
| u. |
Fair value measurements:
|
ASC 820, "Fair Value Measurement and Disclosure" clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
As a basis for considering such assumptions, ASC 820 establishes a three tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
| Level 1 | - | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| Level 2 | - | Significant other observable inputs based on market data obtained from sources independent of the reporting entity. |
| Level 3 | - | Unobservable inputs which are supported by little or no market activity. |
The carrying amounts of cash and cash equivalents, trade receivables, unbilled accounts receivable and trade payables approximate their fair value due to the short-term maturity of such instruments.
| v. |
Advertising expenses:
|
Advertising costs are expensed as incurred. Advertising expenses for the years ended December 31, 2025, 2024 and 2023 were $139 , $155 and $161 , respectively.
F - 26
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| w. |
Comprehensive income (loss):
|
The Company accounts for comprehensive income (loss) in accordance with ASC 220, "Comprehensive Income". ASC 220 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, shareholders.
The Company has determined that its items of comprehensive income (loss) relate to unrealized gain (loss) from foreign currency translation adjustments.
Changes in the Company's accumulated other comprehensive income (loss), net for the years ended December 31, 2025, 2024 and 2023 are as follows:
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Balance at the beginning of the year
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||
|
Foreign currency translation adjustments
|
|
(
|
)
|
|
||||||||
|
Total accumulated other comprehensive income (loss)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
| x. |
Leases:
|
In accordance with ASC 842, the Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability and a right-of-use (“ROU”) asset for leases with a term of twelve months or less.
ROU assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured based on the discounted present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. The implicit rate within the operating leases is generally not determinable, therefore the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located.
F - 27
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option.
| y. |
Reclassifications:
|
Certain prior period amounts have been reclassified in order to conform the current period presentation. The reclassification had no effect on previously reported consolidated balance sheets, consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows.
| z. |
Impact of recently issued and adopted accounting standards:
|
Recently issued accounting standards adopted by the Company:
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 during the year ended December 31, 2025. See Note 13 Taxes on Income in the accompanying notes to the consolidated financial statements for further detail.
Recently issued accounting standards not yet adopted by the Company:
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities (Topic 832): Government Grants, the amendments in this update require that a government grant received by a business entity should not be recognized until: 1. It is probable that (a) a business entity will comply with the conditions attached to the grant and (b) the grant will be received. 2. A business entity meets the recognition guidance for a grant related to an asset or a grant related to income. ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The company is currently evaluating the impact of adopting ASU 2025-10.
F - 28
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 3:- |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Prepaid expenses
|
$
|
|
$
|
|
||||
|
Government authorities
|
|
|
||||||
|
Prepaid tax asset
|
|
|
||||||
|
Others
|
|
|
||||||
|
$
|
|
$
|
|
|||||
| NOTE 4:- |
INVENTORIES
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Raw materials
|
$
|
|
$
|
|
||||
|
Work in progress
|
|
|
||||||
|
Finished products
|
|
|
||||||
|
$
|
|
$
|
|
|||||
| NOTE 5:- |
LEASES
|
The Company entered into operating leases primarily for offices and cars. The leases have remaining lease terms of up to 4.1 years.
The Company also elected the practical expedient (by class of underlying asset) to not separate lease and non-lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component for its leased assets.
| a. |
Supplemental balance sheet information related to operating leases is as follows:
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Operating lease ROU assets
|
$
|
|
$
|
|
||||
|
Operating lease liabilities, current
|
$
|
|
$
|
|
||||
|
Operating lease liabilities, long-term
|
$
|
|
$
|
|
||||
|
Weighted average remaining lease term (in years)
|
|
|
||||||
|
Weighted average discount rate
|
|
%
|
|
%
|
||||
F - 29
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 5:- |
LEASES (Cont.)
|
| b. |
Future lease payments under operating leases as of December 31, 2025, are as follows:
|
|
December 31,
|
||||
|
2026
|
$
|
|
||
|
2027
|
|
|||
|
2028
|
|
|||
|
2029
|
|
|||
|
Total future lease payments
|
|
|||
|
Less - imputed interest
|
(
|
)
|
||
|
Total lease liability balance
|
$
|
|
||
| c. |
Operating lease expenses amounted to $
|
| NOTE 6:- |
PROPERTY AND EQUIPMENT, NET
|
a. Composition:
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cost:
|
||||||||
|
Land and buildings
|
$
|
|
$
|
|
||||
|
Machinery and equipment
|
|
|
||||||
|
Motor vehicles
|
|
|
||||||
|
Promotional displays
|
|
|
||||||
|
Office furniture and equipment
|
|
|
||||||
|
|
|
|||||||
|
Accumulated depreciation:
|
||||||||
|
Buildings
|
|
|
||||||
|
Machinery and equipment
|
|
|
||||||
|
Motor vehicles
|
|
|
||||||
|
Promotional displays
|
|
|
||||||
|
Office furniture and equipment
|
|
|
||||||
|
|
|
|||||||
|
Property and equipment, net
|
$
|
|
$
|
|
||||
| b. |
Depreciation expenses amounted to $
|
F - 30
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 7:- |
INTANGIBLE ASSETS, NET
|
| a. |
Composition:
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cost:
|
||||||||
|
Know-how and patents
|
$
|
|
$
|
|
||||
|
Technology
|
|
|
||||||
|
Customer relationships
|
|
|
||||||
|
|
|
|||||||
|
Accumulated amortization:
|
||||||||
|
Know-how and patents
|
|
|
||||||
|
Technology
|
|
|
||||||
|
Customer relationships
|
|
|
||||||
|
|
|
|||||||
|
Intangible assets, net
|
$
|
|
$
|
|
||||
| b. |
Amortization expenses related to intangible assets amounted to $
|
| c. |
Estimated amortization of intangible assets for the years ended:
|
|
December 31,
|
||||
|
2026
|
$
|
|
||
|
2027
|
|
|||
|
2028
|
|
|||
|
$
|
|
|||
F - 31
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 8:- |
GOODWILL
|
The Company operates in one operating segment, and this segment consists of only one reporting unit.
The changes in the carrying amount of goodwill associated with continuing operations and appearing in the accompanying consolidated balance sheets as of December 31, 2025 and 2024 are as follows:
|
Total
|
||||
|
As of January 1, 2024
|
$
|
|
||
|
Foreign currency translation adjustments
|
(
|
)
|
||
|
As of December 31, 2024
|
|
|||
|
Foreign currency translation adjustments
|
|
|||
|
As of December 31, 2025
|
$
|
|
||
| NOTE 9:- |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Employees and payroll accruals
|
$
|
|
$
|
|
||||
|
Accrued expenses
|
|
|
||||||
|
Government authorities
|
|
|
||||||
|
Uncertain tax positions
|
|
|
||||||
|
Others
|
|
|
||||||
|
$
|
|
$
|
|
|||||
| NOTE 10:- |
COMMITMENTS AND CONTINGENT LIABILITIES
|
| a. |
Guarantees:
|
As of December 31, 2025 and 2024, the Company had credit lines of approximately $547 and $521 , out of which $66 and $204 were utilized for bank performance guarantees, advance payment guarantees and bid bond guarantees from several banks, respectively, mainly in Israel and Canada.
| b. |
Legal proceedings:
|
The Company is subject to legal proceedings arising in the normal course of business. Based on the advice of legal counsel, management believes that these proceedings will not have a material adverse effect on the Company's financial position or results of operations.
F - 32
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 11:- |
SHAREHOLDERS’ EQUITY
|
| a. |
Pertinent rights and privileges conferred by common shares:
|
The common shares confer upon their holders the right to receive notice to participate and vote in the general meetings of the Company and the right to receive dividends, if declared.
| b. |
Stock Option Plan:
|
On June 23, 2010, Senstar Technologies Ltd.’s Annual General Meeting approved the Company’s 2010 Israeli Share Option Plan, or the 2010 Plan, which authorizes the grant of options to employees, officers, directors and consultants of the Company and its subsidiaries. In June 2013, Senstar Technologies Ltd.’s shareholders approved an increase to the number of common shares available for issuance under the 2010 Plan by an additional 500,000 shares. The 2010 Plan had an original term of ten years , which was extended in August 2020 for an additional 5 years, on which date Senstar Technologies Ltd.’s Board of Directors had also increased and set the number of common shares available for issuance under the 2010 Plan to 1,200,000 shares. As part of the Redomiciliation, the Company decided to cancel the 2010 Plan.
In August 2024, the Company adopted the Senstar Technologies Corporation Stock Option Plan, or the 2024 Plan.
The maximum number of Senstar Technologies Corporation’s common shares reserved for issuance under the 2024 Plan is 1,250,000 common shares (following an increase of additional 250,000 common Shares as was approved by the Board of Directors at April 2025). The board of directors, Senstar’s compensation committee, or another authorized committee of the Senstar’s board of directors, administers the 2024 Plan. Under the 2024 Plan, the administrator has the authority, subject to the terms of the 2024 Plan and applicable law, to (a) determine the eligible employees, consultants and directors to whom options may be granted; (b) grant options on such terms and conditions as it determines, including (i) the time at which options may be granted, (ii) the conditions under which options may be granted or forfeited, (iii) the number of Senstar’s common shares to be covered by an option, (iv) the exercise price of an option, (v) whether any restrictions or limitations apply on Senstar’s common shares issuable pursuant to such options, and (vi) the acceleration of vesting or exercisability, or the waiver of any termination provisions of any option; (c) determine whether an option is a qualifying option or non-qualifying option for Canadian tax purposes; (d) establish the form or forms of option agreements; (e) cancel, amend, adjust or otherwise change any option; (f) construe and interpret the 2024 Plan and all option agreements; (g) adopt, amend, prescribe and rescind administrative guidelines and rules relating to the 2024 Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws; and (h) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the 2024 Plan.
As of December 31, 2025, 232,334 Senstar common shares were available for future option grants under the 2024 Plan.
F - 33
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 11:- |
SHAREHOLDERS’ EQUITY (Cont.)
|
A summary of employee option activity under the Company’s stock option plans as of December 31, 2025 and changes during the year ended December 31, 2025, and December 31, 2024 and changes during the year ended December 31, 2024 are as follows:
|
Number of options
|
Weighted-average exercise price
|
Weighted- average remaining contractual life
(in months)
|
Aggregate intrinsic
value
(in thousands)
|
|||||||||||||
|
Outstanding at January 1, 2024
|
|
|
|
|
||||||||||||
|
Granted
|
|
|
-
|
-
|
||||||||||||
|
Exercised
|
(
|
)
|
|
-
|
-
|
|||||||||||
|
Expired
|
(
|
)
|
|
-
|
-
|
|||||||||||
|
Outstanding as of December 31, 2024
|
|
|
|
|
||||||||||||
|
Exercisable as of December 31, 2024
|
|
|
|
|
||||||||||||
|
Number of options
|
Weighted-average
exercise price
|
Weighted- average
remaining
contractual life
(in months)
|
Aggregate intrinsic
value
(in thousands)
|
|||||||||||||
|
Outstanding at January 1, 2025
|
|
|
|
|
||||||||||||
|
Granted
|
|
|
|
- |
|
- | ||||||||||
|
Exercised
|
(
|
)
|
|
-
|
-
|
|||||||||||
|
Expired
|
(
|
)
|
|
-
|
-
|
|||||||||||
|
Outstanding as of December 31, 2025
|
|
|
|
|
||||||||||||
|
Exercisable as of December 31, 2025
|
|
|
|
|
||||||||||||
The weighted-average grant-date fair value of options granted during the years ended December 31, 2025 and 2024 were $1.74 and $1.15 , respectively. No options were granted in 2023. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on the last trading day of the fourth quarter of fiscal 2025 and the exercise price, multiplied by the number of in-the-money options). This amount changes, based on the fair market value of the Company’s shares. The total intrinsic value of options exercised for the years ended December 31, 2025 and 2024 were approximately $4 and $12 , respectively. As of December 31, 2023, there was no intrinsic value. As of December 31, 2025, there was approximately $448 of unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company’s stock option plan. This cost is expected to be recognized over a period of up to 3 years.
F - 34
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 11:- |
SHAREHOLDERS’ EQUITY (Cont.)
|
The options outstanding as of December 31, 2025 are follows:
|
Number of options
outstanding as of
December 31,
2025
|
Exercise
price
|
Weighted
average
remaining
contractual life
(in months)
|
Number of options
exercisable as of
December 31,
2025
|
|||||||||||
|
|
|
|
|
|||||||||||
|
|
|
|
|
|||||||||||
|
|
|
|
|
|||||||||||
|
|
|
|
||||||||||||
| c. |
Dividends:
|
Dividends, if any, will be declared and paid in U.S. dollars.
| NOTE 12:- |
BASIC AND DILUTED NET EARNINGS PER SHARE
|
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Numerator:
|
||||||||||||
|
Income (loss) attributable to Senstar shareholders
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Denominator:
|
||||||||||||
|
Denominator for basic net earnings per share weighted-average number of shares outstanding
|
|
|
|
|||||||||
|
Effect of diluting securities:
|
||||||||||||
|
Employee stock options
|
|
|
|
|||||||||
|
Denominator for diluted net earnings per share - adjusted weighted average shares and assumed exercises
|
|
|
|
|||||||||
F - 35
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13:- |
TAXES ON INCOME
|
| a. |
Tax laws and tax rates applicable to the Group companies:
|
The Company:
The Company is taxed at the regular corporate tax rate for Canadian companies domiciled in Ontario at 26.5 %.
Non-Canadian subsidiaries taxation:
Non-Canadian subsidiaries are taxed according to the tax laws in their respective country of domicile. The tax rates of the Company's non-Canadian subsidiaries range between 19 %-30 %.
| b. |
Tax assessments:
|
Senstar Technologies Corporation has not received final tax assessments since its incorporation. Senstar Technologies Ltd. received final tax assessments in Israel through the 2024 tax year. The remaining subsidiaries have not received final tax assessments since their incorporation. However, the assessments of these subsidiaries are deemed final through the range between the 2019-2023 tax years.
F - 36
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13:- |
TAXES ON INCOME (Cont.)
|
| c. |
Reconciliation between the theoretical tax expense, assuming all income is taxed at the Canadian statutory rate for 2025 and 2024 and the Israeli statutory rate for 2023, and the actual tax expense, is as follows:
|
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Income (loss) before taxes as reported in the statements of operations
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
|||||||||||||||||||
|
Canadian Federal Statutory Tax Rate
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Provincial and Local Income Tax, Net of Federal Income Tax Effect
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
|
|||||||||||||||
|
Foreign Tax Effect
|
||||||||||||||||||||||||
|
United States of America
|
||||||||||||||||||||||||
|
Changes in valuation allowance
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
||||||||||||||
|
Tax rate differences in subsidiaries and benefit from reduced tax rates
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
||||||||||||||
| Foreign tax credits | ||||||||||||||||||||||||
|
Other
|
(
|
) |
(
|
) |
|
|
|
|
||||||||||||||||
|
Germany
|
||||||||||||||||||||||||
|
Changes in enacted tax rates
|
|
|
|
|
|
|
||||||||||||||||||
|
Tax rate differences in subsidiaries and benefit from reduced tax rates
|
|
|
|
|
|
|
||||||||||||||||||
|
Non-deductible professional fees
|
|
|
|
|
|
|
||||||||||||||||||
|
Israel
|
||||||||||||||||||||||||
|
Withholding tax undistributed earnings
|
|
|
(
|
)
|
(
|
)
|
|
|
||||||||||||||||
|
Non-deductible professional fees
|
|
|
(
|
)
|
(
|
)
|
|
|
||||||||||||||||
|
Canada
|
||||||||||||||||||||||||
|
Tax rate differences in subsidiaries and benefit from reduced tax rates
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Investment tax credits
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Other
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Other Foreign Jurisdiction
|
||||||||||||||||||||||||
|
Other
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||
|
Provision for uncertain tax position
|
(
|
)
|
(
|
)
|
|
|
|
|
||||||||||||||||
|
Non-deductible stock compensation
|
|
|
|
|
|
|
||||||||||||||||||
|
Non-deductible professional fees
|
|
|
|
|
|
|
||||||||||||||||||
|
Taxable capital gains
|
|
|
|
|
|
|
||||||||||||||||||
|
Non-deductible other
|
|
|
|
|
|
|
||||||||||||||||||
|
Changes in valuation allowance
|
|
|
|
|
|
|
||||||||||||||||||
|
Investment tax credits
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
||||||||||||||
|
Withholding tax undistributed earnings
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Other
|
|
|
(
|
)
|
(
|
)
|
|
|
||||||||||||||||
|
Taxes on income (tax benefit) in the statements of operations
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||||||||||||
(*) Based on the Canadian statutory income tax rate of
F - 37
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13:- |
TAXES ON INCOME (Cont.)
|
| d. |
Taxes on income (tax benefit) included in the statements of operations:
|
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Current
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||
|
Deferred
|
|
|
|
|||||||||
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Domestic (*)
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Foreign
|
(
|
)
|
|
(
|
)
|
|||||||
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||
(*) Domestic refers to Canada for 2025 and 2024 and to Israel for 2023.
F - 38
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13:- |
TAXES ON INCOME (Cont.)
|
| e. |
Deferred income taxes:
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Operating losses carry forwards
|
$
|
|
$
|
|
||||
|
Capital losses carry forwards
|
|
|
||||||
|
Tax Credits
|
|
|
||||||
|
Right of use liability
|
|
|
||||||
|
Property, plant and equipment
|
|
|
||||||
|
Deferred revenue
|
|
|
||||||
|
Reserves
|
|
|
||||||
|
Total deferred taxes before valuation allowance
|
|
|
||||||
|
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax assets, net:
|
|
|
||||||
|
Deferred tax liabilities:
|
||||||||
|
Intangible assets
|
(
|
)
|
(
|
)
|
||||
|
Right of use asset
|
(
|
)
|
(
|
)
|
||||
|
Tax credits
|
(
|
)
|
(
|
)
|
||||
|
Undistributed earnings of subsidiaries
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax liabilities:
|
(
|
)
|
(
|
)
|
||||
|
Net deferred tax assets
|
$
|
|
$
|
|
||||
|
Domestic (*)
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Foreign
|
$
|
|
$
|
|
||||
(*) Domestic refers to Canada.
F - 39
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13:- |
TAXES ON INCOME (Cont.)
|
As of December 31, 2025, the Company currently plans to repatriate a portion of its foreign earnings from its foreign subsidiaries in the foreseeable future. As a result, the Company has recognized a deferred tax liability consisting of potential withholding and distribution taxes of $0.32 million as of December 31, 2025.
The Company’s repatriation plans are subject to change, and any material adjustments to the deferred tax liability resulting from changes in repatriation plans or tax laws will be reflected in future periods. The Company’s intention to repatriate foreign earnings reflects its strategic business decisions regarding the utilization of funds. Management continues to monitor changes in tax law and other factors that could impact the timing or amount of repatriation
The Company provided valuation allowance for a portion of the deferred tax regarding the carryforwards losses and other temporary differences that management believes are not expected to be realized in the foreseeable future (see Note 13g).
| f. |
The domestic and foreign components of income (loss) before taxes are as follows:
|
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Domestic (*)
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Foreign
|
|
|
(
|
)
|
||||||||
|
$
|
|
$
|
|
$
|
(
|
)
|
||||||
(*) Domestic refers to Canada for 2025 and 2024 and to Israel for 2023.
| g. |
Net operating carryforward tax losses:
|
As of December 31, 2025 Senstar Technologies Corporation has estimated total available carryforward operating tax losses of $1,024 (2024 - $866 ) which may be used to offset against future taxable income, for a period of 20 years. These losses begin to expire starting 2043. A full valuation allowance on these carry forward tax losses due to the uncertainty of their future realization . As of December 31, 2025 the Company's foreign subsidiaries have estimated total available carryforward operating tax losses of $1,399 (2024 - $7,571 ) which may be used to offset against future taxable income, for periods ranging between 1 year to unlimited time for the realization of such tax losses.
F - 40
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13:- |
TAXES ON INCOME (Cont.)
|
As of December 31, 2025 the Company recorded a net deferred tax asset after valuation allowance in the amount of $263 (2024 - $855 ) for its subsidiaries' carryforward tax losses.
Utilization of U.S. net operating losses (federal and state net operating losses) may be subject to annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions.
| h. |
Uncertain tax positions:
|
As of December 31, 2025 and 2024, balances in respect to ASC 740, "Income Taxes" amounted to $178 and $1,874 , respectively. A reconciliation of the beginning and ending amount of unrecognized tax positions is as follows:
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Balance at the beginning of the year
|
$
|
|
$
|
|
||||
|
Additions based on tax positions taken related to the current year
|
|
|
||||||
|
Reduction related to expirations of statute of limitations
|
(
|
) |
(
|
)
|
||||
|
Reductions related to settlements of tax matters
|
(
|
)
|
||||||
|
Foreign currency translation adjustments
|
|
|
||||||
|
Balance at the end of the year
|
$
|
|
$
|
|
||||
Although the Company believes that it has adequately provided for any reasonably foreseeable outcomes related to tax audits and settlement, there is no assurance that the final tax outcome of its tax audits will not be different from that which is reflected in the Company's income tax provisions. Such differences could have a material effect on the Company's income tax provision, cash flow from operating activities and earnings in the period in which such determination is made.
F - 41
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 13:- |
TAXES ON INCOME (Cont.)
|
| i. |
Supplemental disclosure for taxes in cash flow
|
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Supplemental disclosures of cash flows activities:
|
||||||||||||
|
Cash paid (refund) during the year for:
|
||||||||||||
|
Federal tax
|
$
|
|
$
|
(
|
) |
$
|
|
|||||
|
Provincial tax
|
|
(
|
) |
|
||||||||
|
United States tax
|
|
|
|
|||||||||
|
Canada
|
|
|
|
|||||||||
|
Israel
|
|
|
|
|||||||||
|
$
|
|
$
|
(
|
) |
$
|
|
||||||
* The company was domiciled in Canada in 2025 and 2024, in 2023 the company was domiciled in Israel.
| NOTE 14:- |
BALANCES AND TRANSACTIONS WITH RELATED PARTIES
|
Commencing on October 1, 2014, the Company compensates its Executive Chairman of the Board for services provided to the Company. In addition to the directors' fees paid by the Company to all of its directors, the Company pays the Executive Chairman for his services: (i) a monthly payment of approximately $4 for time devoted to such position; and (ii) an annual cash bonus of $30 that is payable only if the Company's net profit pursuant to its annual audited and consolidated financial statement exceeds $5,000 .
| NOTE 15:- |
SEGMENT INFORMATION
|
The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Chief Executive Officer. The CODM manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, the Company's CODM uses consolidated net income to measure segment profit or to assess performance. There is no expense or asset information, that are supplemental to those disclosed in these consolidated financial statements, that are regularly provided to the CODM. The allocation of resources and assessment of performance of the operating segment is based on consolidated net income as shown in the Company’s consolidated statements of operations. The CODM considers net income in the annual forecasting process and reviews actual results when making decisions about allocating resources. Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the consolidated financial statements.
F - 42
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 15:- |
SEGMENT INFORMATION (Cont.)
|
Geographical information:
The following is a summary of revenues within geographic areas based on end customers’ location and long-lived assets:
1. Revenues:
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
||||||
|
Europe
|
|
|
|
|||||||||
|
APAC
|
|
|
|
|||||||||
|
South and Latin America
|
|
|
|
|||||||||
|
Others
|
|
|
|
|||||||||
|
$
|
|
$
|
|
$
|
|
|||||||
2. Long-lived assets:
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Canada
|
$
|
|
$
|
|
||||
|
Europe
|
|
|
||||||
|
USA
|
|
|
||||||
|
$
|
|
$
|
|
|||||
Long-lived assets include operating lease right-of-use assets, intangible assets, net, goodwill, and property and equipment, net.
F - 43
SENSTAR TECHNOLOGIES CORPORATION AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 16:- |
SELECTED STATEMENTS OF INCOME DATA
|
Financial expenses:
|
Year ended December 31,
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Financial expenses:
|
||||||||||||
|
Bank charges
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Foreign exchange loss, net
|
(
|
)
|
|
(
|
)
|
|||||||
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||
|
Financial income:
|
||||||||||||
|
Interest on short-term bank deposits
|
|
|
|
|||||||||
|
Foreign exchange income, net
|
|
|
|
|||||||||
|
|
|
|
||||||||||
|
Financial income (expenses), net
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
| NOTE 17:- |
SUBSEQUENT EVENTS
|
On December 9, 2025, we entered into a definitive agreement to acquire Munich-based Blickfeld GmbH, a pioneer in 3D LiDAR sensors and software. The transaction, which closed on February 13, 2026, was valued at €10.4 million in cash, with an additional €1 million in performance-based earnouts, fully funded from Senstar's cash reserves. By acquiring Blickfeld, Senstar strengthened its position in critical infrastructure security and expanded its capabilities into high-growth verticals such as 3D traffic management and volume monitoring. Post-acquisition, Blickfeld GmbH and its North American subsidiary will continue to operate under their current names as subsidiaries of Senstar, maintaining their Munich headquarters while utilizing Senstar's global sales and support network to accelerate market penetration
F - 44