☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Ordinary Shares, NIS 0.03 Par Value
|
RADA
|
Nasdaq Capital Market
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
|
Emerging growth company ☐
|
Non-accelerated filer ☐
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U.S. GAAP ☒
|
International Financial Reporting Standards
as issued by the International Accounting
Standards Board ☐
|
Other ☐
|
|
|
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Page No.
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PART I
|
|
1
|
|
|
|
|
|
1
|
|||
1
|
|||
1
|
|||
|
A.
|
Selected Financial Data
|
1
|
|
B.
|
Capitalization and Indebtedness
|
2
|
|
C.
|
Reasons for the Offer and Use of Proceeds
|
2
|
|
D.
|
Risk Factors
|
2
|
13
|
|||
|
A.
|
History and Development of the Company
|
13
|
|
B.
|
Business Overview
|
13
|
|
C.
|
Organizational Structure
|
21
|
|
D.
|
Property, Plants and Equipment
|
21
|
21
|
|||
21
|
|||
|
A.
|
Operating Results
|
21
|
|
B.
|
Liquidity and Capital Resources
|
27
|
|
C.
|
Research and Development, Patents and Licenses
|
30
|
|
D.
|
Trend Information
|
30
|
|
E.
|
Off-Balance Sheet Arrangements
|
30
|
|
F.
|
Tabular Disclosure of Contractual Obligations
|
30
|
31
|
|||
|
A.
|
Directors and Senior Management
|
31
|
|
B.
|
Compensation
|
35
|
|
C.
|
Board Practices
|
36
|
|
D.
|
Employees
|
44
|
|
E.
|
Share Ownership
|
45
|
46
|
|||
|
A.
|
Major Shareholders
|
46
|
|
B.
|
Related Party Transactions
|
48
|
|
C.
|
Interests of Experts and Counsel
|
49
|
49
|
|||
|
A.
|
Consolidated Statements and Other Financial Information
|
49
|
|
B.
|
Significant Changes
|
49
|
49
|
|||
|
A.
|
Offer and Listing Details
|
49
|
|
B.
|
Plan of Distribution
|
49
|
|
C.
|
Markets
|
50
|
|
D.
|
Selling Shareholders
|
50
|
|
E.
|
Dilution
|
50
|
|
F.
|
Expense of the Issue
|
50
|
50
|
|||
|
A.
|
Share Capital
|
50
|
|
B.
|
Memorandum and Articles of Association
|
50
|
|
C.
|
Material Contracts
|
51
|
|
D.
|
Exchange Controls
|
51
|
|
E.
|
Taxation
|
51
|
|
F.
|
Dividend and Paying Agents
|
61
|
|
G.
|
Statement by Experts
|
61
|
|
H.
|
Documents on Display
|
61
|
|
I.
|
Subsidiary Information
|
62
|
62
|
|||
62
|
PART II
|
|
63
|
|
|
|
|
|
63
|
|||
63
|
|||
63
|
|||
63
|
|||
63
|
|||
64
|
|||
64
|
|||
64
|
|||
64
|
|||
65
|
|||
65
|
|||
65
|
|||
|
|
|
|
PART III
|
|
66
|
|
|
|
|
|
66
|
|||
66
|
|||
66
|
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
ITEM 2.
|
OFFER STATISTICS AND EXPECTED TIMETABLE
|
ITEM 3.
|
KEY INFORMATION
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
2016
|
2017
|
2018
|
2019
|
|||||||||||||||
|
(U.S. dollars in thousands)
|
|||||||||||||||||||
Revenues
|
$
|
14,074
|
$
|
12,821
|
$
|
26,182
|
$
|
28,032
|
$
|
44,331
|
||||||||||
Cost of revenues
|
11,665
|
11,379
|
17,841
|
17,817
|
28,394
|
|||||||||||||||
Gross profit
|
2,409
|
1,442
|
8,341
|
10,215
|
15,937
|
|||||||||||||||
Research and development, net
|
693
|
758
|
1,653
|
3,189
|
6,912
|
|||||||||||||||
Marketing and selling
|
2,357
|
2,269
|
2,137
|
2,860
|
4,044
|
|||||||||||||||
General and administrative
|
1,513
|
1,814
|
2,568
|
4,001
|
7,084
|
|||||||||||||||
Goodwill impairment
|
587
|
-
|
-
|
-
|
||||||||||||||||
Net loss from sale of fixed assets
|
-
|
-
|
-
|
103
|
-
|
|||||||||||||||
Operating income (loss)
|
(2,741
|
)
|
(3,399
|
)
|
1,983
|
62
|
(2,103
|
)
|
||||||||||||
Financial (income) expense, net
|
3,577
|
1,521
|
156
|
(119
|
)
|
121
|
||||||||||||||
Net income (loss) from continuing operations
|
(6,318
|
)
|
(4,920
|
)
|
1,827
|
181
|
(2,224
|
)
|
||||||||||||
Net income (loss) from discontinued operations
|
(179
|
)
|
13
|
515
|
(404
|
) |
(115
|
)
|
||||||||||||
Net income (loss)
|
(6,497
|
)
|
(4,907
|
)
|
2,342
|
(223
|
)
|
(2,339
|
)
|
|||||||||||
Net income (loss) attributable to non-controlling interest from discontinued operations
|
(36
|
)
|
3
|
103
|
(386
|
)
|
(309
|
)
|
||||||||||||
Net income (loss) attributable to RADA Electronic Industries’ shareholders
|
$
|
(6,461
|
)
|
$
|
(4,910
|
)
|
$
|
2,239
|
$
|
163
|
$
|
(2,030
|
)
|
|||||||
Basic net income (loss) per Ordinary share attributable for RADA Electronic Industries’ shareholders
|
$
|
(0.53
|
)
|
$
|
(0.35
|
)
|
$
|
0.07
|
$
|
0.02
|
$
|
(0.05
|
)
|
|||||||
Diluted net income (loss) per Ordinary share attributable for RADA Electronic Industries’ shareholders
|
$
|
(0.53
|
)
|
$
|
(0.35
|
)
|
$
|
0.06
|
$
|
0.02
|
$
|
(0.05
|
)
|
|||||||
Weighted average number of shares used to compute basic net income (loss) per share
|
11,904
|
14,029
|
24,957
|
33,185
|
38,149
|
|||||||||||||||
Weighted average number of shares used to compute diluted net income (loss) per share
|
11,904
|
14,029
|
28,127
|
33,717
|
38,841
|
|
As of December 31,
|
|||||||||||||||||||
|
2015
|
2016
|
2017
|
2018
|
2019
|
|||||||||||||||
|
(U.S. dollars in thousands)
|
|||||||||||||||||||
BALANCE SHEET DATA:
|
||||||||||||||||||||
Working capital
|
$
|
6,522
|
$
|
11,106
|
$
|
25,641
|
$
|
37,840
|
$
|
31,805
|
||||||||||
Total assets
|
18,576
|
20,987
|
36,030
|
53,502
|
64,915
|
|||||||||||||||
Short-term credits and current maturities of long-term loans
|
-
|
-
|
-
|
-
|
||||||||||||||||
Convertible note - short term
|
3,090
|
3,175
|
-
|
-
|
||||||||||||||||
Shareholders’ equity (Excluding Non-controlling interest)
|
$
|
8,507
|
$
|
10,516
|
$
|
28,526
|
$
|
42,213
|
$
|
41,420
|
|
●
|
their requirements or budgetary constraints change;
|
|
|
|
|
●
|
they cancel multi-year contracts and related orders if funds become unavailable;
|
|
|
|
|
●
|
they shift spending priorities into other areas or for other products; or
|
|
|
|
|
●
|
they adjust contract costs and fees on the basis of audits.
|
|
●
|
Limitations and disruptions resulting from the imposition of government controls;
|
|
|
|
|
●
|
Changes in regulatory requirements;
|
●
|
The global impact of the COVID-19 pandemic;
|
|
|
|
|
|
●
|
Export license requirements;
|
|
|
|
|
●
|
Economic or political instability;
|
|
|
|
|
●
|
Trade restrictions;
|
|
|
|
|
●
|
Changes in tariffs;
|
|
|
|
|
●
|
Currency fluctuations;
|
|
|
|
|
●
|
Longer receivable collection periods and greater difficulty in accounts receivable collection;
|
|
|
|
|
●
|
Greater difficulty in safeguarding intellectual property;
|
|
|
|
|
●
|
Difficulties in managing overseas subsidiaries and international operations; and
|
|
|
|
|
●
|
Potential adverse tax consequences.
|
|
●
|
Quarterly variations in our operating results;
|
|
|
|
|
●
|
Operating results that vary from the expectations of securities analysts and investors;
|
|
|
|
|
●
|
Changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
|
|
|
|
|
●
|
Announcements of technological innovations or new products by us or our competitors;
|
|
|
|
|
●
|
Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
|
|
|
|
●
|
Changes in the status of our intellectual property rights;
|
|
|
|
|
●
|
Announcements by third parties of significant claims or proceedings against us;
|
|
|
|
|
●
|
Additions or departures of key personnel;
|
|
|
|
|
●
|
Future sales of our Ordinary Shares;
|
|
|
|
|
●
|
Delisting of our shares from the NASDAQ Capital Market; and
|
|
|
|
|
●
|
Stock market price and volume fluctuations.
|
INFORMATION ON THE COMPANY
|
|
●
|
Tactical radars, land-based, for defense forces and critical infrastructure protection solutions;
|
|
●
|
Military Avionics (data/video recorders, core avionics for aircraft and UAVs, and Inertial Navigation Systems, or INS).
|
|
●
|
Radar sensors for active protection systems, or APS, detecting all relevant threats that may be fired at combat vehicles, including RPGs, anti-tank guided missiles (ATGMs) and projectiles and provide 360°
hemispheric coverage. The system delivers threat data to the APS, enabling it to neutralize threats.
|
|
|
|
|
●
|
Very-short-range hemispheric air surveillance radar system which can detect, classify and track aerial vehicles, with emphasis on small UAVs. Mobile or stationary, the system can be integrated with any C4I system
and other radars and sensors, and can operate either as a stand-alone, or as part of a large-scale surveillance system.
|
|
●
|
Perimeter and border protection, detecting, identifying, and tracking aerial and surface intruders including slow and small aircraft, vehicles, vessels, and pedestrians at tactical ranges. Our radars can operate
either on a stand-alone basis, or as part of a large-scale surveillance system.
|
|
●
|
Hostile fire detection radar systems which detect, track, classify and locate direct and elevated threats fired at stationary or mobile forces. They compute the Point-of-Origin (POO) and Point-of-Impact (POI) of
the threats, which may be rockets, artillery, mortars, ATGMs, RPGs, and more other threats. The systems can be integrated with any protection and Command, Control, Communications, Computers and Intelligence (C4I) system and be installed at
stationary bases and posts, or onboard fighting vehicles.
|
|
|
|
|
●
|
Tactical hemispheric air surveillance radar systems which detect, classify and track all types of aerial vehicles, including fighters, helicopters, UAVs, transport aircraft, etc. at tactical ranges. Mobile or
stationary, the systems can be integrated with any C4I system and other radars and sensors, and can operate either as a stand-alone, or as part of a large-scale surveillance system.
|
|
|
|
|
●
|
Three-dimensional perimeter surveillance radar systems for critical infrastructure protection can detect, identify, and track aerial and surface intruders including slow and small aircraft, air breathing targets,
vehicles, vessels, and pedestrians at tactical ranges. The systems can operate either as a stand-alone, or as part of a large-scale surveillance system.
|
●
|
Flight data recorders, or FDR, for fighter aircraft;
|
|
●
|
Digital video/audio/data recorders, or DVDR (with data transfer functions);
|
|
●
|
HD-DVDR, high definition digital video/audio/data recording for fighter and trainer aircrafts.
|
|
●
|
A wide range of head-up-displays color video cameras, or HCVC, for fighter aircraft; and
|
|
●
|
A variety of ground debriefing solutions, or GDS.
|
●
|
Mission data recorders and debriefing solutions and HUD video cameras (as described above);
|
|
●
|
Avionics for UAVs (Interface control processors, engine control computers, Payload management computers and others);
|
|
●
|
Compact, MEMS-based, multiple-sensor aided INS for UAVs and backup INS for manned aircraft;
|
|
●
|
Becoming a reliable and trusted supplier of sensors and sub-systems to defense system integrators and major platforms manufacturers with global sales, such as Lockheed Martin, Boeing, Elbit, IAI, Rafael, Leonardo
DRS, Embraer, HAL, Elettronica, AVT and others.
|
|
|
|
|
●
|
Establishing operations s in our primary target markets (i.e. U.S.), either through subsidiaries or through joint ventures, for local presence, direct market development, localization of the technology,
production and customer support.
|
|
●
|
Expanding our global business development efforts and potential customer base, by engaging business development consultants and service providers in the countries and territories in which our products may be
used, and actively managing this global network; and
|
|
|
|
|
●
|
Establishing strategic relationships with leading integrators in the prime target markets for tactical radars, i.e. U.S. Europe, India; such relationships may involve indigenization and localization of our
technologies to enable sales in significant quantities in these markets.
|
|
Percentage of Revenues
|
|||||||||||
|
2017
|
2018
|
2019
|
|||||||||
Israel Aerospace Industries
|
7
|
%
|
7
|
%
|
12
|
%
|
||||||
RAFAEL
|
2
|
%
|
11
|
%
|
8
|
%
|
||||||
Hindustan Aeronautics Ltd
|
5
|
%
|
11
|
%
|
3
|
%
|
||||||
Lockheed Martin Corporation
|
13
|
%
|
6
|
%
|
3
|
%
|
||||||
Leonardo DRS
|
35
|
%
|
4
|
%
|
6
|
%
|
||||||
Customer in Israel
|
-
|
%
|
12
|
%
|
4
|
%
|
||||||
SAZE Technologies LLC
|
3
|
%
|
12
|
%
|
4
|
%
|
|
2017
|
2018
|
2019
|
|||||||||
Israel
|
24
|
%
|
37
|
%
|
28
|
%
|
||||||
South and Latin America
|
2
|
%
|
4
|
%
|
2
|
%
|
||||||
Asia
|
17
|
%
|
11
|
%
|
6
|
%
|
||||||
North America
|
55
|
%
|
42
|
%
|
50
|
%
|
||||||
Europe
|
1
|
%
|
6
|
%
|
14
|
%
|
||||||
Australia
|
1
|
%
|
-
|
%
|
-
|
%
|
UNRESOLVED STAFF COMMENTS
|
ITEM 5.
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
|
Year Ended December 31,
|
|||||||||||
|
2017
|
2018
|
2019
|
|||||||||
Revenues
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||
Cost of revenues
|
68.1
|
%
|
63.6
|
%
|
64.0
|
%
|
||||||
Gross profit
|
31.9
|
%
|
36.4
|
%
|
36.0
|
%
|
||||||
Research and development, net
|
6.3
|
%
|
11.3
|
%
|
15.6
|
%
|
||||||
Marketing and selling
|
8.2
|
%
|
10.2
|
%
|
9.1
|
%
|
||||||
General and administrative
|
9.8
|
%
|
14.3
|
%
|
16.0
|
%
|
||||||
Net loss from sale of fixed assets
|
0
|
%
|
0.4
|
%
|
0
|
%
|
||||||
Operating income (loss)
|
7.6
|
%
|
0.2
|
%
|
(4.7
|
)%
|
||||||
Financial (expenses) income, net
|
(0.6
|
)%
|
0.4
|
%
|
(0.3
|
)%
|
||||||
Net income (loss) from continuing operations
|
7.0
|
%
|
0.6
|
%
|
(5.0
|
)%
|
||||||
Net income (loss) from discontinued operations
|
1.9
|
%
|
(1.4
|
)%
|
(0.3
|
)%
|
||||||
Net income (loss)
|
8.9
|
%
|
(0.8
|
)%
|
(5.3
|
)%
|
||||||
Net income (loss) attributable to non-controlling interest
|
(0.3
|
)%
|
(1.4
|
)%
|
(0.7
|
)%
|
||||||
Net income (loss) attributable to RADA Electronic Industries’ shareholders
|
8.6
|
%
|
0.6
|
%
|
(4.6
|
)%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
2016
|
2017
|
2018
|
2019
|
|||||||||||||||
NIS vs. U.S. Dollar
|
0
|
%
|
(1.0
|
)%
|
(9.8
|
)%
|
3.19
|
%
|
(7.8
|
)%
|
||||||||||
Israeli Consumer Price Index
|
(1.0
|
)%
|
(0.2
|
)%
|
1.5
|
%
|
0.8
|
%
|
0.6
|
%
|
|
Year ended December 31,
|
|||||||||||
|
2017
|
2018
|
2019
|
|||||||||
|
(U.S. dollars in thousands)
|
|||||||||||
Net cash provided by (used in) operating activities from continuing operations
|
1,722
|
(3,858
|
)
|
(3,461
|
)
|
|||||||
Net cash used in investing activities from continuing operations
|
(1,806
|
)
|
(948
|
)
|
(5,133
|
)
|
||||||
Net cash provided by financing activities from continuing operations
|
11,292
|
12,798
|
966
|
|||||||||
Net cash provided by (used in) operating activities from discontinued operations
|
(644
|
)
|
1,186
|
-
|
||||||||
Net cash used in investing activities from discontinued operations
|
(101
|
)
|
(2
|
)
|
-
|
|||||||
Effect of exchange rate changes on cash and cash equivalents
|
(138
|
)
|
(420
|
)
|
-
|
|||||||
Increase (decrease) in cash and cash equivalents and restricted cash
|
10,325
|
8,756
|
(7,628
|
)
|
||||||||
Cash and cash equivalents and restricted cash at beginning of the year
|
2,681
|
13,006
|
21,762
|
|||||||||
Cash and cash equivalents and restricted cash at end of the year
|
13,006
|
21,762
|
14,134
|
|||||||||
Less cash and cash equivalents of discontinued operation at the end of the year
|
267
|
526
|
-
|
|||||||||
|
12,739
|
21,236
|
14,134
|
|
●
|
tactical radar systems for force and critical infrastructure protection solutions; and
|
|
|
|
|
●
|
military avionics.
|
Contractual Obligations
|
Payments due by Period
|
|||||||||||||||||||
|
(U.S. dollars in thousands)
|
|||||||||||||||||||
|
Total
|
Less than 1 year
|
1-3 Years
|
3-5 Years
|
More than
5 years
|
|||||||||||||||
Long-term debt obligations
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Operating lease obligations
|
7,996
|
1,164
|
2,063
|
1,172
|
3,597
|
|||||||||||||||
Total
|
7,996
|
1,164
|
2,063
|
1,172
|
3,597
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
Name
|
|
Age
|
|
Position
|
Yossi Ben Shalom (2)
|
|
63
|
|
Executive Chairman of the Board of Directors
|
Nir Cohen
|
|
47
|
|
Director
|
Prof. Alon Dumanis (1)(2)
|
|
69
|
|
Director
|
Haim Regev
|
|
53
|
|
Director
|
Joseph Weiss
|
68
|
Director
|
||
Tal Misch Vered (1)
|
|
52
|
|
External Director
|
Elan Sigal (1)
|
|
52
|
|
External Director
|
Kineret Yaari
|
|
35
|
|
Director
|
Guy Zur (2)
|
|
58
|
|
Director
|
Dov Sella
|
|
64
|
|
Chief Executive Officer
|
Avi Israel
|
|
55
|
|
Chief Financial Officer
|
Oleg Kiperman
|
|
66
|
|
Chief Technology Officer
|
Yaniv Dorani
|
44
|
Chief Operating Officer
|
||
William Watson
|
|
56
|
|
Chief Executive Officer of RADA Technologies LLC
|
Max Cohen
|
|
46
|
|
Chief Executive Officer of RADA Sensors Inc (RSI(3))
|
(1)
|
Member of the Audit and Compensation Committee
|
(2)
|
Member of the Business Development Committee
|
(3)
|
RADA Sensors Inc. is the sole shareholder of RADA Technologies LLC
|
|
Dov Sella1
|
Bill Watson
|
Max Cohen
|
Oleg Kiperman
|
Avi Israel
|
|||||||||||||||
Annual salary cost and other benefits ($)2
|
574,914
|
389,250
|
396,944
|
358,572
|
292,430
|
|||||||||||||||
Non-cash employees’ options compensation cost for 2019 ($)3
|
454,578
|
90,287
|
36,115
|
74,002
|
99,904
|
|||||||||||||||
Total ($)
|
1,029,492
|
479,537
|
433,059
|
432,574
|
392,334
|
|
(1)
|
In January 2017, our shareholders approved a new employment agreement with our Chief Executive Officer, Mr. Dov Sella, who had previously served as our Chief Business
Development Officer. From January 2017 until December 31, 2018 Mr. Sella received a monthly gross base salary of NIS 75,000. In addition to the options to purchase 131,250 Ordinary Shares that
were granted to him on June 14, 2016, our shareholders approved an additional grant of options to Mr. Sella as follows: (i) options to purchase 68,750 Ordinary Shares at an exercise price of $1.16 per ordinary share that vested ratably over
a period of four (4) years and (ii) options to purchase 150,000 Ordinary Shares at an exercise price of $1.16 per ordinary share that will vest immediately instead of 99 vacation days that had accrued and were redeemable by Mr. Sella. In
November 2017, our shareholders approved the grant of additional options to Mr. Sella as follows: options to purchase 500,000 Ordinary Shares at an exercise price of $2.96 per shares that vest ratably over a period of four (4)
years. In June 2018, our shareholders approved the grant of additional options to Mr. Sella as follows: options to purchase 500,000 Ordinary Shares at an exercise price of $2.32 per shares
that vest over a period of four (4) years as follows: 25% will vest at the first anniversary of the grant date and the balance shall vest in 12 equal and consecutive quarterly installments. In addition, on January 16, 2019 our shareholder
approved an increase of the monthly base-salary payable to Mr. Sella, effective as of January 1, 2019 to NIS100,000 as well an additional bonus payment (not exceeding 6 base salaries) that are conditioned upon the Company and Mr. Sella
satisfying certain measurable business and quantitative milestones.
|
|
|
|
|
(2)
|
Includes the gross salary of the five (5) most highly compensated executive officers plus payments of (i) salary bonus; (ii) social benefits such as payments for savings funds, education funds, pension,
severance, insurances, social security; and (iii) general benefits such as company car (including maintenance and gas) and cell phone; and (iv) option compensation and other benefits pursuant to our company’s policy.
|
|
|
|
|
(3)
|
Option compensation pursuant to our company’s policy.
|
|
●
|
monitoring deficiencies in the management of the company, including in consultation with the independent auditors or the internal auditor, and to advise the board of directors on how to correct such deficiencies.
If the audit committee finds a material deficiency, it will hold at least one meeting regarding such material deficiency, with the presence of the internal auditor or the independent auditors but without the presence of the senior management
of the company. However, a member of the company’s senior management can participate in the meeting in order to present an issue which is under his or her responsibility;
|
|
|
|
|
●
|
determining, on the basis of detailed arguments, whether to classify certain engagements or transactions as material or extraordinary, as applicable, and therefore as requiring special approval under the Israeli
Companies Law. The audit committee may make such determination according to principles and guidelines predetermined on an annual basis;
|
|
●
|
determining if transactions (excluding extraordinary transactions) with a controlling shareholder, or in which a controlling shareholder has a personal interest, are required to be rendered pursuant to a
competitive procedure;
|
|
|
|
|
●
|
deciding whether to approve engagements or transactions that require the audit committee approval under the Israeli Companies Law;
|
|
●
|
determining the approval procedure of non-extraordinary transactions, following classification as such by the audit committee, including whether such specific non-extraordinary transactions require the approval
of the audit committee;
|
|
|
|
|
●
|
examining and approving the annual and periodical working plan of the internal auditor;
|
|
|
|
|
●
|
overseeing the company’s internal auditing and the performance of the internal auditor; confirm that the internal auditor has sufficient tools and resources at his disposal, taking into account, among other, the
special requirements of the company and its size;
|
|
|
|
|
●
|
examining the scope of work of the independent auditor and its pay, and bringing such recommendations on these issue before the Board; determining the procedure of addressing complaints of employees regarding
shortcomings in the management of the company and ensure the protection of employees who have filed such complaints;
|
|
|
|
|
●
|
determining with respect to transactions with the controlling shareholder or in which such controlling shareholder has personal interest, whether such transactions are extraordinary or not, an obligation to
conduct competitive process under supervisions of the audit committee or determination that prior to entering into such transactions the company shall conduct other process as the audit committee may deem fit, all taking into account the type
of the company. The audit committee my set such qualifications for one year in advance; and
|
|
|
|
|
●
|
determining the manner of approval of transactions with the controlling shareholder or in which it has personal interest which (i) are not negligible transactions (pursuant to the committee’s determination) and
(ii) are not qualified by the committee as extraordinary transactions.
|
|
●
|
a breach of the office holder’s duty of care to the company or to another person;
|
|
|
|
|
●
|
a breach of the office holder’s duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s
interests; or
|
|
|
|
|
●
|
a financial liability imposed upon the office holder in favor of another person.
|
|
●
|
a monetary liability imposed on the office holder in favor of another person by any judgment, including a settlement or an arbitrator’s award approved by a court;
|
|
|
|
|
●
|
reasonable litigation expenses, including attorney’s fees, actually incurred by the office holder as a result of an investigation or proceeding instituted against him or her by a competent authority, provided
that such investigation or proceeding concluded without the filing of an indictment against the office holder or the imposition of any monetary liability in lieu of criminal proceedings, or concluded without the filing of an indictment
against the office holder and a monetary liability was imposed on the officer holder in lieu of criminal proceedings with respect to a criminal offense that does not require proof of criminal intent; and
|
|
|
|
|
●
|
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or which were imposed on him or her by a court, in an action instituted by the company or on the company’s behalf or by
another person, against the office holder, or in a criminal charge from which he was acquitted, or in a criminal proceeding in which the office holder was convicted of a criminal offense which does not require proof of criminal intent.
|
|
●
|
prospectively undertake to indemnify an office holder, except that with respect to a monetary liability imposed on the office holder by any judgment, settlement or court-approved arbitration award, the
undertaking must be limited to types of events which the company’s board of directors deems foreseeable considering the company’s actual operations at the time of the undertaking, and to an amount or standard that the board of directors has
determined as reasonable under the circumstances.
|
|
|
|
|
●
|
retroactively indemnify an office holder of the company.
|
|
●
|
a breach by the office holder of his duty of loyalty unless, with respect to insurance coverage or indemnification, the office holder acted in good faith and had a reasonable basis to believe that the act would
not prejudice the company;
|
|
|
|
|
●
|
a breach by the office holder of his duty of care if such breach was committed intentionally or recklessly, unless the breach was committed only negligently;
|
|
|
|
|
●
|
any act or omission done with the intent to unlawfully yield a personal benefit; or
|
|
|
|
|
●
|
any fine or forfeiture imposed on the office holder.
|
E. Beneficial Ownership of Executive Officers and Directors
|
Name
|
Number of Ordinary
Shares or Options Beneficially
Owned (1)
|
Percentage of
Ownership (2)
|
||||||
Yossi Ben Shalom (3)
|
6,821,309
|
15.7
|
%
|
|||||
Nir Cohen
|
-
|
-
|
||||||
Alon Dumanis
|
-
|
-
|
||||||
Haim Regev
|
-
|
-
|
||||||
Joseph Weiss
|
-
|
-
|
||||||
Tal Misch Vered
|
-
|
-
|
||||||
Elan Sigal
|
-
|
-
|
||||||
Kineret Yaari
|
-
|
-
|
||||||
Guy Zur
|
-
|
-
|
||||||
Dov Sella
|
468,750
|
1.1
|
%
|
|||||
Avi Israel
|
112,500
|
*
|
||||||
Oleg Kiperman
|
46,875
|
*
|
||||||
Yaniv Dorani
|
-
|
*
|
||||||
Bill Watson
|
109,375
|
*
|
||||||
Max Cohen
|
43,750
|
*
|
||||||
All directors and executive officers as a group (13 persons)
|
928,123
|
2.1
|
%
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Ordinary shares relating to options and warrants currently
exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person.
Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.
|
|
|
(2)
|
The percentages shown are based on 43,388,870 Ordinary Shares issued and outstanding as of April 1, 2020.
|
|
|
(3)
|
Mr. Yossi Ben Shalom and Mr. Barak Dotan, by virtue of their relationship with and indirect interests in DBSI may be deemed to control DBSI and consequently share the beneficial ownership of the 6,821,309 Ordinary Shares of the company beneficially owned by DBSI, including the right to jointly direct the voting of, and disposition of, such shares. Mr. Barak Dotan holds his shares of DBSI through his control
of B.R.Y.N. Investments Ltd., or BRYN. Mr. Barak Dotan controls BRYN pursuant to the terms of a power of attorney granted to him by Mr. Boaz Dotan and Mrs. Varda Dotan (collectively referred to as the Dotans). Pursuant to the power of
attorney, Barak Dotan is entitled to take all actions to which the Dotans would be entitled by virtue of their shareholdings in BRYN, with the exception of the disposition of such shares. According to the terms of the power of attorney, the
Dotans are required to give notice of not less than 90 days to (i) revoke the power of attorney, thereby acquiring the ability to vote the shares of BRYN; and (ii) dispose of the shares of BRYN. Mr. Yossi Ben Shalom holds his shares of DBSI
through his control of White Condor Holdings Ltd. and Pulpit Rock Investments Ltd. The address of DBSI is 85 Medinat Hayehudim Street, Herzliya 4676670, Israel.
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
Name
|
Number of Ordinary
Shares Beneficially Owned (1) |
Percentage of
Ownership (2)
|
||||||
DBSI Investments Ltd. (3) (4)
|
6,821,309
|
15.7
|
%
|
|||||
The Phoenix Holdings Ltd. (5)
|
3,005,340
|
6.9
|
%
|
|||||
Psagot Investment House Ltd. (6)
|
2,179,255
|
5.0
|
%
|
|||||
Yelin Lapidot Holdings Management Ltd. (7)
|
2,235,362
|
5.2
|
%
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Ordinary Shares relating to options and notes currently
exercisable or convertible or exercisable or convertible within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the
percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as
beneficially owned by them.
|
|
|
(2)
|
The percentages shown are based on 43,388,870 Ordinary Shares issued and outstanding as of April 1, 2020.
|
(3)
|
As reported by DBSI in its latest Schedule 13D/A, dated September 16, 2019 and as reported to the company, it is currently the beneficial owner of 6,821,309 Ordinary Shares, constituting 15.7% of our issued and
outstanding Ordinary Shares.
|
(4)
|
Mr. Yossi Ben Shalom and Mr. Barak Dotan, by virtue of their relationship with and indirect interests in DBSI may be deemed to control DBSI and consequently share the beneficial ownership of the 6,821,309 Ordinary Shares of the company beneficially owned by DBSI, including the right to jointly direct the voting of, and disposition of, such shares. Mr. Barak Dotan holds his shares of DBSI through his control
of B.R.Y.N. Investments Ltd., or BRYN. Mr. Barak Dotan controls BRYN pursuant to the terms of a power of attorney granted to him by Mr. Boaz Dotan and Mrs. Varda Dotan (collectively referred to as the Dotans). Pursuant to the power of
attorney, Barak Dotan is entitled to take all actions to which the Dotans would be entitled by virtue of their shareholdings in BRYN, with the exception of the disposition of such shares. According to the terms of the power of attorney, the
Dotans are required to give notice of not less than 90 days to (i) revoke the power of attorney, thereby acquiring the ability to vote the shares of BRYN; and (ii) dispose of the shares of BRYN. Mr. Yossi Ben Shalom holds his shares of DBSI
through his control of White Condor Holdings Ltd. and Pulpit Rock Investments Ltd. The address of DBSI is 85 Medinat Hayehudim Street, Herzliya 4676670, Israel.
|
|
|
(5)
|
Based on the Schedule 13G/A filed by The Phoenix Holdings Ltd. with the SEC on February 18, 2020. The address of The Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim,
53454, Israel.
|
|
|
(6)
|
Based on the Schedule 13G/A filed on February 18, 2020 by Psagot Investment House Ltd. jointly with Ordinary Shares owned by portfolio accounts managed by Psagot
Securities Ltd and Ordinary Shares owned by portfolio accounts owned by provident funds and pension funds managed by Psagot Provident Funds and Pension Ltd. and Ordinary Shares owned
Psagot Index Funds Ltd managed by Psagot Index Funds Ltd. (all wholly-owned subsidiaries of Psagot Investment House Ltd.). The address of Psagot
Investment House Ltd. is 14 Ahad Ha’am Street, Tel Aviv 65142, Israel.
|
(7)
|
Based on the Schedule 13G/A filed on February 10, 2020 by Yelin Lapidot Holdings Management Ltd. jointly with Yelin Lapidot Mutual Funds Management Ltd. and Messrs. Dov Yelin and Yair Lapidot with the SEC on
February 10, 2020. The address of Yelin Lapidot is 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel.
|
FINANCIAL INFORMATION
|
THE OFFER AND LISTING
|
ADDITIONAL INFORMATION
|
• |
Amortization over an eight-year period of the cost of purchased know-how and patents and rights to use a patent and know-how which are used for the development or advancement of the Industrial Enterprise, commencing from the tax year
where the Industrial Enterprise began to use them;
|
• |
Accelerated depreciation rates on equipment and buildings;
|
• |
Under limited conditions, an election to file consolidated tax returns with related Israeli Industrial Companies; and
|
• |
Expenses related to a public offering are deductible in equal amounts from income attributed to the Industrial Enterprise over three years commencing in the year of the offering.
|
|
●
|
broker-dealers;
|
|
|
|
|
●
|
financial institutions or financial services entities;
|
|
|
|
|
●
|
certain insurance companies;
|
|
|
|
|
●
|
investors liable for alternative minimum tax;
|
|
|
|
|
●
|
regulated investment companies, real estate investment trusts, or grantor trusts;
|
|
|
|
|
●
|
dealers or traders in securities, commodities or currencies;
|
|
|
|
|
●
|
tax-exempt organizations;
|
|
|
|
|
●
|
retirement plans;
|
|
|
|
|
●
|
S corporations:
|
|
|
|
|
●
|
pension funds;
|
|
|
|
|
●
|
certain former citizens or long-term residents of the United States;
|
|
|
|
|
●
|
non-resident aliens of the United States or taxpayers whose functional currency is not the U.S. dollar;
|
|
|
|
|
●
|
persons who hold Ordinary Shares through partnerships or other pass-through entities;
|
|
|
|
|
●
|
persons who acquire their Ordinary Shares through the exercise or cancellation of employee stock options or otherwise as compensation for services;
|
|
|
|
|
●
|
direct, indirect or constructive owners of investors that actually or constructively own at least 10% of the total combined voting power of our shares or at least 10% of our shares by value; or
|
|
|
|
|
●
|
investors holding Ordinary Shares as part of a straddle, appreciated financial position, a hedging transaction or conversion transaction.
|
|
●
|
an individual who is a citizen or a resident of the United States;
|
|
|
|
|
●
|
a corporation or other entity taxable as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof;
|
|
|
|
|
●
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
|
|
|
|
●
|
a trust if the trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over the trust’s
administration and (2) one or more U.S. persons have the authority to control all of the substantial decisions of the trust.
|
We may have been a PFIC for U.S. federal income tax purposes for the 2018 taxable year. We have been advised that we were likely not a PFIC for the 2019 taxable year. If we were a PFIC for any taxable year during which a U.S. Holder owned Ordinary Shares, certain adverse consequences could apply to the U.S. Holder. Specifically, unless a U.S. Holder makes one of the elections mentioned below, gain recognized by the U.S. Holder on a sale or other disposition of Ordinary Shares would be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the resulting tax liability. Further, any distribution in excess of 125% of the average of the annual distributions received by the U.S. Holder on our Ordinary Shares during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, would be subject to taxation as described immediately above. If we were a PFIC for any taxable year in which a U.S. Holder owned our shares, the U.S. Holder would generally be required to file annual returns with the IRS on IRS Form 8621. Certain elections (such as a mark-to-market election or a QEF election) may be available to U.S. Holders and may result in alternative tax treatment. U.S. Holders should consult their tax advisors as to the availability and consequences of a mark-to-market election or a QEF election with respect to their Ordinary Shares.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
|
ITEM 12.
|
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
ITEM 14.
|
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
ITEM 15.
|
CONTROLS AND PROCEDURES
|
RESERVED.
|
ITEM 16A.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
CODE OF ETHICS
|
ITEM 16C.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
Year Ended December 31
|
|||||||
Services Rendered:
|
2018
|
2019
|
||||||
Audit (1)
|
$
|
93,273
|
$
|
150,000
|
||||
Audit-related (2)
|
$
|
15,938
|
$
|
5,091
|
||||
Tax (3)
|
$
|
21,109
|
$
|
39,065
|
||||
Total (2)
|
$
|
130,320
|
$
|
194,156
|
|
(1)
|
Audit fees are fees for audit services for each of the years shown in this table, including fees associated with the annual audit, services provided in connection with audit of our internal control over financial
reporting and audit services provided in connection with other statutory or regulatory filings.
|
|
|
|
|
(2)
|
Audit-related fees relate to assurance and associated services that traditionally are performed by the independence auditor including SEC filings, comfort letters, consents and comment letters in connection with
regulatory filings.
|
|
|
|
|
(3)
|
Tax fees are the aggregate fees billed for professional services rendered for tax compliance and tax advice, other than in connection with the audit. Tax compliance involves preparation of original and amended
tax returns, tax planning and tax advice.
|
|
|
|
|
|
EY Israel and other EY affiliates did not bill the company for services other than the fees described above for fiscal year 2019 or fiscal year 2018.
|
ITEM 16D.
|
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
ITEM 16E.
|
PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
ITEM 16G.
|
CORPORATE GOVERNANCE
|
|
●
|
The Rule requiring maintaining a majority of independent directors, as defined under the NASDAQ Marketplace Rules. Instead, under Israeli law and practice, we are required to appoint at least two external
directors, within the meaning of the Israeli Companies Law, to our board of directors. In addition, in accordance with the rules of the SEC and NASDAQ, we have the mandated three independent directors, as defined by the rules of the SEC and
NASDAQ, on our audit committee. See above in Item 6C. “Directors, Senior Management and Employees - Board Practices Outside and Independent Directors.”
|
|
|
|
|
●
|
The Rule requiring that our independent directors have regularly scheduled meetings at which only independent directors are present: instead, we follow Israeli law according to which independent directors are not
required to hold executive sessions.
|
|
|
|
|
●
|
The Rule regarding independent director oversight of director nominations process for directors. Instead, we follow Israeli law and practice according to which our board of directors recommends directors for
election by our shareholders. See above Item 6C. “Directors, Senior Management and Employees - Board Practices - Election of Directors.”
|
|
●
|
The requirement to obtain shareholder approval for the establishment or amendment of certain equity-based compensation plans, an issuance that will result in a change of control of the company, certain
transactions other than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company. Under Israeli law and practice, the approval of the board of directors
is required for the establishment or amendment of equity-based compensation plans and private placements. Under Israeli regulations, Israeli companies whose shares have been publicly offered only outside of Israel or are listed for trade only
on an exchange outside of Israel, such as our company, are exempt from the Israeli law requirement to obtain shareholder approval for private placements of a 20% or more interest in the company. For the approvals and procedures required under
Israeli law and practice for an issuance that will result in a change of control of the company and acquisitions of the stock or assets of another company, see Item 6C “Directors, Senior Management and Employee - Board Practices - Approval of
Related Party Transactions Under Israeli Law - Disclosure of Personal Interests of a Controlling Shareholder; Approval of Transactions with Controlling Shareholders”.
|
ITEM 16H.
|
MINE SAFETY DISCLOSURE
|
FINANCIAL STATEMENTS
|
ITEM 18.
|
FINANCIAL STATEMENTS
|
F-1 |
|
F-2 - F-3
|
|
F-4 – F-5 | |
F-6
|
|
F-7
|
|
F-8
|
|
F-9 – F-10 | |
F-11 – F-40
|
EXHIBITS
|
Exhibit
|
|
Description
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
(1)
|
Filed as an exhibit to our Annual Report on Form 20-F for the year ended December 31, 2000 and incorporated herein by reference.
|
|
|
(2)
|
Filed as Annex A to our Proxy Statement on Form 6-K furnished on April 4, 2016 and incorporated herein by reference.
|
|
|
(3)
|
Filed as Exhibit 2.1 to our Annual Report on Form 20-F for the year ended December 31, 2016 and incorporated herein by reference.
|
|
|
(4)
|
Filed as Exhibit A to Exhibit 99.1 to our Proxy Statement on Form 6-K furnished on July 27, 2016 and incorporated herein by reference.
|
|
|
(5)
|
Filed as an Annex B to our Proxy Statement on Form 6-K furnished on April 4, 2016 and incorporated herein by reference.
|
|
|
(6)
|
Filed as Exhibit 99.1 to our Report on Form 6-K furnished on August 21, 2017 and incorporated herein by reference.
|
|
|
(7)
|
Filed as Exhibit 4.1 to our Report on Form 6-K furnished on November 28, 2018 and incorporated herein by reference.
|
(8)
|
Filed as Exhibit 4.3 to Registration Statement on Form S-8 filed on August 24, 2016 and incorporated herein by reference.
|
|
Page
|
|
|
F-2 - F-3
|
|
|
|
F-4 – F-5
|
|
|
|
F-6
|
|
|
|
F-7
|
|
|
|
F-8
|
|
|
|
F-9 – F-10
|
|
|
|
F-11 – F-40
|
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road, Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
Tel-Aviv, Israel
|
|
April 7, 2020
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
ASSETS
|
||||||||
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
13,754
|
$
|
20,814
|
||||
Restricted deposits
|
380
|
422
|
||||||
Trade receivables, net
|
13,765
|
13,382
|
||||||
Contract assets (Note 4)
|
1,269
|
899
|
||||||
Other accounts receivable and prepaid expenses (Note 5)
|
1,673
|
506
|
||||||
Inventories, net (Note 6)
|
17,196
|
11,244
|
||||||
Current assets related to discontinued operations
|
-
|
1,524
|
||||||
|
||||||||
Total current assets
|
48,037
|
48,791
|
||||||
|
||||||||
LONG-TERM ASSETS:
|
||||||||
Long-term receivables and other deposits
|
97
|
79
|
||||||
Property, plant and equipment, net (Note 7)
|
9,127
|
4,632
|
||||||
Operating lease right-of-use asset (Note 3)
|
7,654
|
-
|
||||||
|
||||||||
Total long-term assets
|
16,878
|
4,711
|
||||||
|
||||||||
Total assets
|
$
|
64,915
|
$
|
53,502
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
LIABILITIES AND EQUITY
|
||||||||
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Trade payables
|
$
|
7,661
|
$
|
5,650
|
||||
Other accounts payable and accrued expenses (Note 8)
|
5,572
|
3,842
|
||||||
Advances from customers
|
1,563
|
727
|
||||||
Contract liabilities (Note 4)
|
196
|
366
|
||||||
Operating lease short term liabilities (Note 3)
|
1,240
|
-
|
||||||
Current liabilities related to discontinued operations
|
-
|
366
|
||||||
|
||||||||
Total current liabilities
|
16,232
|
10,951
|
||||||
|
||||||||
LONG-TERM LIABILITIES:
|
||||||||
Operating lease long term liabilities (Note 3)
|
6,499
|
-
|
||||||
Accrued severance pay
|
764
|
690
|
||||||
|
||||||||
Total long-term liabilities
|
7,263
|
690
|
||||||
|
||||||||
COMMITMENTS AND CONTINGENT LIABILITIES (Note 9)
|
||||||||
|
||||||||
EQUITY:
|
||||||||
Share capital (Note 10) -
|
||||||||
Ordinary shares of NIS 0.03 par value - Authorized: 100,000,000 shares at December 31, 2019 and 2018; Issued and outstanding: 38,456,693 and 37,516,891 at December 31, 2019 and at December
31, 2018 respectively.
|
394
|
386
|
||||||
Additional paid-in capital
|
121,212
|
118,568
|
||||||
Accumulated other comprehensive income
|
(1,195
|
)
|
220
|
|||||
Accumulated deficit
|
(78,991
|
)
|
(76,961
|
)
|
||||
|
||||||||
Total RADA Electronic Industries shareholders’ equity
|
41,420
|
42,213
|
||||||
Non-controlling interest
|
(-
|
)
|
(352
|
)
|
||||
|
||||||||
Total equity
|
41,420
|
41,861
|
||||||
|
||||||||
Total liabilities and equity
|
$
|
64,915
|
$
|
53,502
|
|
Year ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Revenues:
|
||||||||||||
Products
|
$
|
43,597
|
$
|
26,909
|
$
|
25,010
|
||||||
Services
|
734
|
1,123
|
1,172
|
|||||||||
|
44,331
|
28,032
|
26,182
|
|||||||||
Cost of revenues:
|
||||||||||||
Products
|
28,272
|
(*17,674
|
|
*(17,729
|
||||||||
Services
|
122
|
143
|
112
|
|||||||||
|
28,394
|
(*17,817
|
|
(*17,841
|
|
|||||||
Gross profit
|
15,937
|
(*10,215
|
|
(*8,341
|
|
|||||||
Operating costs and expenses:
|
||||||||||||
Research and development, net
|
6,912
|
(*3,189
|
|
(*1,653
|
|
|||||||
Marketing and selling
|
4,044
|
2,860
|
2,137
|
|||||||||
General and administrative
|
7,084
|
4,001
|
2,568
|
|||||||||
Net loss from sale of fixed asset
|
-
|
103
|
-
|
|||||||||
|
||||||||||||
Total operating costs and expenses
|
18,040
|
(*10,153
|
|
(*6,358
|
|
|||||||
|
||||||||||||
Operating income (loss)
|
(2,103
|
)
|
62
|
1,983
|
||||||||
|
||||||||||||
Financial (expenses) income, net (Note 12)
|
(121
|
)
|
119
|
(156
|
)
|
|||||||
|
||||||||||||
Net income (loss) from continuing operations
|
(2,224
|
)
|
181
|
1,827
|
||||||||
|
||||||||||||
Net income (loss) from discontinued operations
|
(115
|
)
|
(404
|
)
|
515
|
|||||||
|
||||||||||||
Net income (loss)
|
$
|
(2,339
|
)
|
$
|
(223
|
)
|
$
|
2,342
|
||||
Net income (loss) attributable to non-controlling interest
|
(309
|
)
|
(386
|
)
|
103
|
|||||||
Net income (loss) attributable to RADA Electronic Industries’ shareholders
|
(2,030
|
)
|
163
|
2,239
|
||||||||
|
||||||||||||
Basic net income (loss) from continuing operations per Ordinary share
|
$
|
(0.05
|
)
|
$
|
0.02
|
$
|
0.07
|
|||||
Diluted net income (loss) from continuing operations per Ordinary share
|
$
|
(0.05
|
)
|
$
|
0.02
|
$
|
0.06
|
|||||
Basic and diluted net income (loss) from discontinued operations per Ordinary share
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
0.02
|
||||
Basic net income (loss) per Ordinary share
|
$
|
(0.05
|
)
|
$
|
0.01
|
$
|
0.09
|
|||||
Diluted net income (loss) per Ordinary share
|
$
|
(0.05
|
)
|
$
|
0.01
|
$
|
0.08
|
|||||
Weighted average number of Ordinary shares used for computing basic net income (loss) per share
|
38,148,756
|
33,184,570
|
24,956,915
|
|||||||||
Weighted average number of Ordinary shares used for computing diluted net income (loss) per share
|
38,841,866
|
33,716,931
|
28,126,509
|
|
Year ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
|
||||||||||||
Net income (loss)
|
$
|
(2,339
|
)
|
$
|
(223
|
)
|
2,342
|
|||||
|
||||||||||||
Other comprehensive income (loss):
|
||||||||||||
Change in foreign currency translation adjustment
|
- |
(251
|
)
|
213
|
||||||||
|
||||||||||||
Total comprehensive income (loss)
|
(2,339
|
) |
(474
|
)
|
2,555
|
|||||||
Less: comprehensive income (loss) attributable to non-controlling interest
|
-
|
(465
|
)
|
146
|
||||||||
Comprehensive income (loss) attributable to RADA Electronic Industries’ shareholders
|
$
|
(2,339
|
)
|
$
|
(9
|
)
|
2,409
|
|
Number of
|
Additional
|
Accumulated other
|
Non
|
||||||||||||||||||||||||
|
Ordinary
|
Share
|
paid-in
|
comprehensive
|
Accumulated
|
controlling
|
Total
|
|||||||||||||||||||||
|
shares (*)
|
capital
|
capital
|
income
|
deficit
|
Interest
|
equity
|
|||||||||||||||||||||
Balance at January 1, 2017
|
21,246,502
|
250
|
89,407
|
222
|
(79,363
|
)
|
513
|
11,029
|
||||||||||||||||||||
Share-based compensation to employees
|
-
|
-
|
559
|
-
|
-
|
-
|
559
|
|||||||||||||||||||||
Exercise of warrants
|
4,218,121
|
36
|
2,105
|
-
|
-
|
-
|
2,141
|
|||||||||||||||||||||
Conversion of convertible loan to Ordinary shares
|
1,322,917
|
11
|
3,164
|
-
|
-
|
-
|
3,175
|
|||||||||||||||||||||
Issuance of shares, net of issuance costs of $174
|
4,604,500
|
38
|
9,688
|
-
|
-
|
-
|
9,726
|
|||||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
2,239
|
103
|
2,342
|
|||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
170
|
-
|
43
|
213
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Balance at December 31, 2017
|
31,392,040
|
335
|
104,923
|
392
|
(77,124
|
)
|
659
|
29,185
|
||||||||||||||||||||
Share-based compensation to employees
|
-
|
-
|
898
|
-
|
-
|
-
|
898
|
|||||||||||||||||||||
Exercise of warrants
|
1,454,546
|
13
|
787
|
-
|
-
|
-
|
800
|
|||||||||||||||||||||
Issuance of shares, net of issuance costs of $248
|
4,545,454
|
37
|
12,215
|
-
|
-
|
-
|
12,252
|
|||||||||||||||||||||
Exercise of Option
|
124,851
|
1
|
(1
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
163
|
(386
|
)
|
(223
|
)
|
|||||||||||||||||||
Transaction with non-controlling interest
|
-
|
-
|
(254
|
)
|
-
|
-
|
(546
|
)
|
(800
|
)
|
||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
(172
|
)
|
-
|
(79
|
)
|
(251
|
)
|
||||||||||||||||||
Balance at December 31, 2018
|
37,516,891
|
$
|
386
|
$
|
118,568
|
$
|
220
|
$
|
(76,961
|
)
|
$
|
(352
|
)
|
$
|
41,861
|
|||||||||||||
Share-based compensation to employees
|
-
|
-
|
1,148
|
-
|
-
|
-
|
1,148
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Issuance of shares,
|
545,455
|
4
|
1,496
|
-
|
-
|
-
|
1,500
|
|||||||||||||||||||||
Exercise of Option
|
394,347
|
4
|
-
|
-
|
-
|
-
|
4
|
|||||||||||||||||||||
Net Loss
|
-
|
-
|
-
|
-
|
(2,030
|
)
|
(309
|
)
|
(2,339
|
)
|
||||||||||||||||||
Transaction with non-controlling interest
|
(1,195
|
)
|
661
|
(534
|
)
|
|||||||||||||||||||||||
Other
|
-
|
-
|
-
|
(220
|
)
|
-
|
-
|
(220
|
)
|
|||||||||||||||||||
Balance at December 31, 2019
|
38,456,693
|
$
|
394
|
$
|
121,212
|
$
|
(1,195
|
)
|
$
|
(78,991
|
)
|
$
|
-
|
$
|
41,420
|
|
Year ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
|
||||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income (loss)
|
$
|
(2,339
|
)
|
$
|
(223
|
)
|
$
|
2,342
|
||||
Adjustments required to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||||||
Share based compensation to employees
|
1,148
|
898
|
559
|
|||||||||
Depreciation and amortization
|
1,223
|
799
|
638
|
|||||||||
Net Loss from sale of fixed asset
|
-
|
103
|
-
|
|||||||||
Extinguishment and amortization expenses related to beneficial conversion feature and discount of convertible loans
|
-
|
-
|
103
|
|||||||||
Severance pay, net
|
74
|
(47
|
)
|
93
|
||||||||
Operating lease right-of-use asset
|
551
|
- |
-
|
|||||||||
Increase in trade receivables, net
|
(383
|
)
|
(6,096
|
)
|
(2,280
|
)
|
||||||
Operating lease long-term-liabilities
|
(466
|
)
|
-
|
-
|
||||||||
Decrease (increase) in other accounts receivable, long term receivable and prepaid expenses
|
(284
|
)
|
(192
|
)
|
14
|
|||||||
Decrease in costs and estimated earnings in excess of billings
|
-
|
995
|
809
|
|||||||||
Increase in contract assets
|
(370
|
)
|
(899
|
)
|
-
|
|||||||
Increase (Decrease) in contract liabilities
|
(170
|
)
|
366
|
-
|
||||||||
Increase in inventories
|
(6,613
|
)
|
(3,865
|
)
|
(890
|
)
|
||||||
Increase in trade payables
|
1,439
|
2,610
|
303
|
|||||||||
Increase in other accounts payable, accrued expenses, long term liabilities and advances from customers
|
2,729
|
1,693
|
31
|
|||||||||
|
||||||||||||
Net cash provided by (used in) operating activities from continuing operations
|
(3,461
|
)
|
(3,858
|
)
|
1,722
|
|||||||
|
||||||||||||
Cash flows from investing activities:
|
||||||||||||
|
||||||||||||
Purchase of property, plant and equipment
|
(4,092
|
)
|
(899
|
)
|
(1,041
|
)
|
||||||
Construction-in-process
|
(459
|
)
|
(308
|
)
|
(736
|
)
|
||||||
Consideration from fixed asset sale
|
-
|
254
|
-
|
|||||||||
Disposal of discontinued operations |
(526 |
) |
- |
- |
||||||||
Increase (decrease) in long-term receivables and deposits
|
(56
|
)
|
5
|
(29
|
)
|
|||||||
|
||||||||||||
Net cash used in investing activities from continuing operations
|
(5,133
|
)
|
(948
|
)
|
(1,806
|
)
|
|
Year ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Cash flows from financing activities:
|
||||||||||||
|
||||||||||||
Issuance of Ordinary shares, net
|
1,500
|
12,252
|
9,726
|
|||||||||
Exercise of warrants
|
-
|
800
|
2,141
|
|||||||||
Repayment of short-term bank credit, net
|
-
|
-
|
(575
|
)
|
||||||||
Transaction with non-controlling interest
|
(534
|
)
|
(254
|
)
|
-
|
|||||||
|
||||||||||||
Net cash provided by financing activities from continuing operations
|
966
|
12,798
|
11,292
|
|||||||||
|
||||||||||||
Net cash provided by (used in) operating activities from discontinued operations
|
-
|
1,186
|
(644
|
)
|
||||||||
Net cash used in investing activities from discontinued operations
|
-
|
(2
|
)
|
(101
|
)
|
|||||||
|
||||||||||||
Effect of exchange rate changes of discontinued operation on cash and cash equivalents
|
-
|
(420
|
)
|
(138
|
)
|
|||||||
|
||||||||||||
Decrease in cash and cash equivalents and restricted cash
|
(7,628
|
)
|
8,756
|
10,325
|
||||||||
Cash and cash equivalents and restricted cash at the beginning of the year
|
21,762
|
13,006
|
2,681
|
|||||||||
|
||||||||||||
Cash and cash equivalents and restricted cash at the end of the year
|
14,134
|
21,762
|
13,006
|
|||||||||
Less cash and cash equivalents of discontinued operation at the end of the year
|
-
|
526
|
267
|
|||||||||
|
||||||||||||
Cash and cash equivalents of continued operation at the end of the year
|
$
|
14,134
|
$
|
21,236
|
$
|
12,739
|
|
Year ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
(a) Supplemental disclosures of cash flow activities:
|
|
|||||||||||
Net cash paid during the year for:
|
|
|||||||||||
Income taxes
|
$
|
17
|
$
|
17
|
$
|
17
|
||||||
Interest
|
$
|
-
|
$
|
18
|
$
|
173
|
||||||
|
||||||||||||
(b) Non-cash transactions
|
||||||||||||
Conversion of convertible loan including unpaid interest
|
$
|
-
|
$
|
-
|
$
|
3,175
|
||||||
Transfer of inventory to property, plant and equipment
|
$
|
595
|
$
|
530
|
$
|
82
|
||||||
Purchase of property, plant and equipment in credit
|
$
|
572
|
$
|
136
|
$
|
44
|
NOTE 1:-
|
GENERAL
|
a.
|
RADA Electronic Industries Ltd. (the "Company") is a global defense technology company focused on proprietary radar solutions and legacy avionics systems. The Company is a leader in mini-tactical radars, serving attractive,
high-growth markets, including critical infrastructure protection, border surveillance, active military protection and counter-drone applications. The Company also specializes in the design, development, production and sales
of Avionics Systems (including Inertial Navigation Systems) for fighter aircraft and UAVs.
|
b.
|
Discontinued operations
|
NOTE 1:-
|
GENERAL (Cont.)
|
|
Year ended
December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
|
||||||||||||
Revenues
|
$
|
-
|
$
|
750
|
$
|
1,729
|
||||||
Cost of sales
|
-
|
(787
|
)
|
(909
|
)
|
|||||||
Operating expenses
|
-
|
(208
|
)
|
(310
|
)
|
|||||||
Operating income (loss)
|
-
|
(245
|
)
|
510
|
||||||||
Finance income (expenses), net
|
-
|
-
|
5
|
|||||||||
|
||||||||||||
Net income (loss)
|
-
|
(245
|
)
|
515
|
||||||||
|
||||||||||||
Loss from sale of subsidiary
|
(115
|
)
|
(159
|
)
|
-
|
|||||||
Net income (loss) from discontinued operations
|
$
|
(115
|
)
|
$
|
(404
|
)
|
$
|
515
|
|
Year ended December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Cash and cash equivalents
|
$
|
-
|
$
|
526
|
||||
Trade receivables
|
-
|
555
|
||||||
Other accounts receivable and prepaid expenses
|
-
|
42
|
||||||
Inventories
|
-
|
401
|
||||||
Property, plant and equipment, net
|
-
|
-
|
||||||
|
||||||||
Total assets of discontinued operations
|
-
|
1,524
|
||||||
|
||||||||
Trade payables
|
-
|
55
|
||||||
Accrued expenses and other liabilities
|
-
|
311
|
||||||
|
||||||||
Total liabilities of discontinued operations
|
$
|
-
|
$
|
366
|
NOTE 1:-
|
GENERAL (Cont.)
|
|
c.
|
Liquidity and Capital Resources:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
a.
|
Use of estimates:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
b.
|
Financial statements in U.S. dollars:
|
|
c.
|
Basis of consolidation:
|
|
d.
|
Cash equivalents:
|
|
e.
|
Restricted deposit:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
f.
|
Inventories:
|
|
g.
|
Property, plant and equipment:
|
|
%
|
|||
|
||||
Factory and other buildings
|
4
|
|||
Machinery and equipment
|
7 - 33
|
|||
Office furniture and equipment
|
6 - 33
|
|
h.
|
Impairment of long-lived assets:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
i.
|
Research and development costs:
|
|
j.
|
Income taxes:
|
|
k.
|
Severance pay:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
l.
|
Accounting for share-based compensation:
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Dividend yield
|
0
|
%
|
0
|
%
|
||||
Risk-free interest rate
|
1.81
|
%
|
2.70
|
%
|
||||
Expected term (in years)
|
4.22
|
4.22
|
||||||
Volatility
|
63
|
%
|
78
|
%
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
m.
|
Fair value of financial instruments:
|
|
Level 1 -
|
Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1
instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
|
|
|
|
|
Level 2 -
|
Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
|
|
|
|
|
Level 3 -
|
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
n.
|
Concentrations of credit risk:
|
|
o.
|
Comprehensive income (loss):
|
|
Accumulated foreign currency translation differences
|
|||
|
||||
Balance as of December 31, 2017
|
$
|
392
|
||
Net current period other comprehensive loss
|
(172
|
)
|
||
|
||||
Balance as of December 31, 2018
|
$
|
220
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
p.
|
Warranty:
|
|
q.
|
Revenue recognition:
|
|
a)
|
Identify the contract with a customer
|
|
b)
|
Identify the performance obligations in the contract
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
c)
|
Determine the transaction price
|
|
d)
|
Allocate the transaction price to performance obligations in the contract
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
e)
|
Recognize revenue when or as the Company satisfies a performance obligation
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
r.
|
Basic and diluted net income (loss) per share:
|
|
s.
|
Derivatives and hedging:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
t.
|
Reclassifications:
|
|
u.
|
New accounting pronouncements not yet effective:
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment
model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. The new accounting standard will be effective for the fiscal year
beginning on January 1, 2020, including interim periods within that year. The Company does not expect that adoption of this standard will have a material impact on its consolidated financial statements.
Recently Adopted Accounting Pronouncements:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires companies to include amounts generally described as restricted cash
and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted the new standard effective January 1, 2018 using
the retrospectively method. The adoption of this new guidance had an immaterial impact on the Company’s consolidated financial statements. Restricted cash is invested in short-term bank deposits (for three months), which are mainly used
as security for the Company’s guarantees to customers and lines of credits with banks.
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017
|
|||||||||
|
||||||||||||
Cash and cash equivalents
|
$
|
13,754
|
$
|
20,814
|
$
|
12,417
|
||||||
Restricted cash
|
380
|
422
|
322
|
|||||||||
|
||||||||||||
Cash and cash equivalents and restricted cash
|
$
|
14,134
|
$
|
21,236
|
$
|
12,739
|
NOTE 3:
|
LEASES
|
NOTE 3:
|
LEASES (Cont.) |
|
December 31, 2019
|
|||
Operating right-of-use assets
|
$
|
7,654
|
||
|
||||
Operating lease liabilities, current
|
1,240
|
|||
Operating lease liabilities long-term
|
6,499
|
|||
Total operating lease liabilities
|
$
|
7,739
|
||
Weighted average remaining lease term (years)
|
9
|
|||
Weighted average discount rate
|
3.56
|
%
|
December 31, 2019
|
||||
2020
|
$
|
1,164
|
||
2021
|
1,323
|
|||
2022
|
740
|
|||
2023
|
579
|
|||
2024
|
593
|
|||
2025
|
608
|
|||
2026
|
623
|
|||
2027
|
639
|
|||
2028
|
655
|
|||
2029
|
671
|
|||
2030
|
401
|
|||
Total undiscounted lease payments
|
$
|
7,996
|
||
|
||||
Less: Interest
|
(257
|
)
|
||
|
||||
Present value of lease liabilities
|
$
|
7,739
|
NOTE 4:-
|
REVENUES
|
12 months ended December 31,
|
||||||||
|
2019 | 2018 | ||||||
Balance, beginning of the period
|
$
|
727
|
$
|
41
|
||||
New performance obligations
|
893
|
794
|
(*)
|
|||||
Reclassification to revenue as a result of satisfying performance obligation
|
(57
|
) |
(108
|
)(*)
|
||||
Balance, end of the period
|
$
|
1,563
|
$
|
727
|
(*)
|
2019
|
2018
|
|||||||
Contract assets at January 1,
|
$
|
899
|
$
|
1,140
|
||||
Contract assets at December 31,
|
$
|
1,269
|
$
|
899
|
||||
Change in contract assets – increase(decrease)
|
$
|
370
|
$
|
241
|
||||
Contract liabilities at January 1,
|
$
|
366
|
$
|
145(
|
*)
|
|||
Contract liabilities at December 31,
|
$
|
196
|
$
|
366(
|
*)
|
|||
Change in contract liabilities - increase
|
$
|
170
|
$
|
221
|
||||
Net change
|
$
|
200
|
$
|
20
|
NOTE 5:-
|
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Prepaid expenses
|
$
|
781
|
$
|
184
|
||||
Government authorities
|
78
|
243
|
||||||
Advance payments to vendors
|
9
|
70
|
||||||
Deposits
|
40
|
9
|
||||||
Fair value of the outstanding forward contracts
|
35
|
|||||||
Other accounts receivable related to Discontinued operations)see also note 1c.)
|
730
|
-
|
||||||
|
$
|
1,673
|
$
|
506
|
NOTE 6:-
|
INVENTORIES
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Raw materials
|
$
|
8,377
|
$
|
5,605
|
||||
Work in progress, net
|
3,884
|
3,558
|
||||||
Finished goods
|
4,935
|
2,081
|
||||||
|
$
|
17,196
|
$
|
11,244
|
NOTE 7:-
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
Cost:
|
||||||||
|
||||||||
Factory building
|
$
|
2,081
|
$
|
2,081
|
||||
Machinery and equipment *) **)
|
14,641
|
10,723
|
||||||
Office furniture and equipment
|
1,089
|
838
|
||||||
Leasehold improvements
|
2,004
|
455
|
||||||
|
||||||||
|
19,815
|
14,097
|
||||||
Accumulated depreciation:
|
||||||||
|
||||||||
Factory building
|
2,058
|
2,006
|
||||||
Machinery and equipment **)
|
8,043
|
6,948
|
||||||
Office furniture and equipment
|
389
|
345
|
||||||
Leasehold improvements
|
198
|
166
|
||||||
|
||||||||
|
10,688
|
9,465
|
||||||
|
||||||||
Depreciated cost
|
$
|
9,127
|
$
|
4,632
|
|
*)
|
As of December 31, 2019 and 2018, $459 and $1,044, respectively, relates to construction-in-process of production infrastructure.
|
|
|
|
|
**)
|
Capital loss from sale of fixed asset amounted to $103, is due to machinery and equipment sales during 2018.
|
NOTE 8:-
|
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Payroll and related accruals
|
$
|
4,327
|
$
|
2,397
|
||||
Accrued expenses - agents’ commissions
|
518
|
84
|
||||||
Accrued expenses
|
727
|
731
|
||||||
Royalties to IIA
|
-
|
393
|
||||||
Provision for loss from sale of subsidiary
|
-
|
159
|
||||||
Others
|
-
|
78
|
||||||
|
||||||||
|
$
|
5,572
|
$
|
3,842
|
NOTE 9:-
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
a.
|
The Company’s research and development efforts have been partially financed through royalty-bearing programs sponsored by the IIA. In return for the IIA’s participation, the Company is
committed to pay royalties at a rate ranging from 3% to 5% of sales of the products whose research was supported by grants received from the IIA, up to 100% of the amount of such participation received linked to the U.S. dollar. The
obligation to pay these royalties is contingent on actual sales of the products and in the absence of such sales, no payment is required. As of December 31, 2019, the Company received total grants from the IIA in the amount of $5,543.
|
|
|
|
|
|
The total amount of royalties charged to operations for the years ended December 31, 2019, 2018 and 2017, were approximately $41, $458 and $569, respectively. As of December 31, 2019, the
Company’s contingent liability for royalties, net of royalties paid or accrued is zero.
|
|
|
|
|
b.
|
The Company provides bank guarantees to some of its customers and others, in the ordinary course of business. The guarantees are to secure advances received at the commencement of a
project or to secure performance of operational milestones. The total amount of bank guarantees provided to customers and others as of December 31, 2019, is approximately $350.
|
NOTE 10:-
|
SHAREHOLDERS’ EQUITY
|
|
a.
|
Share capital:
|
|
b.
|
Stock option plans:
|
NOTE 10:-
|
SHAREHOLDERS’ EQUITY (Cont.)
|
NOTE 10:-
|
SHAREHOLDERS’ EQUITY (Cont.)
|
|
Twelve months ended December 31, 2019
|
|||||||||||||||
|
Number of
options |
Weighted
average exercise price |
Weighted
average remaining contractual term |
Aggregate
Intrinsic Value Price |
||||||||||||
|
||||||||||||||||
Outstanding at the beginning of the period
|
3,229,375
|
$
|
2.25
|
8.82
|
$
|
1.617
|
||||||||||
Granted
|
470,000
|
4.08
|
-
|
-
|
||||||||||||
Exercised
|
(505,000
|
)
|
1.08
|
-
|
-
|
|||||||||||
Forfeited
|
(83,437
|
)
|
2.93
|
|||||||||||||
|
||||||||||||||||
Outstanding at the end of the period
|
3,110,938
|
2.76
|
8.23
|
7,579
|
||||||||||||
|
||||||||||||||||
Exercisable
|
1,067,344
|
$
|
2.49
|
7.86
|
$
|
2,885
|
NOTE 10:-
|
SHAREHOLDERS’ EQUITY (Cont.)
|
|
Year ended December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Research and Development
|
$
|
243
|
$
|
97
|
||||
Cost of revenues
|
$
|
134
|
$
|
107
|
||||
Marketing and selling
|
$
|
57
|
$
|
123
|
||||
General and administrative
|
$
|
714
|
$
|
571
|
||||
|
$
|
1,148
|
$
|
898
|
|
c.
|
Warrants:
|
NOTE 10:-
|
SHAREHOLDERS’ EQUITY (Cont.)
|
NOTE 11:-
|
TAXES ON INCOME
|
|
a.
|
The Israeli corporate tax rate and real capital gains tax was 23% in 2019 and 2018 and 24% in 2017.
|
|
|
|
|
The Company’s subsidiaries which were incorporated in U.S. are subject to federal tax rate of 21% in 2019 and 2018.
|
|
|
|
|
|
b.
|
In accordance with the Israeli tax laws, tax returns of the Company submitted up to and including the 2014 tax year can be regarded as final.
|
|
|
|
|
|
The Company’s subsidiaries did not receive final tax assessments since their incorporation.
|
|
|
|
|
c.
|
Tax benefits under the Law for the Encouragement of Industry (Taxes), 1969:
|
|
|
|
|
|
The Company qualifies as an “Industrial Company” under the Law for the Encouragement of Industry (Taxes), 1969 (the “Industrial Encouragement Law”). The Industrial Encouragement Law
defines an “Industrial Company” as a company that is resident in Israel and that derives at least 90% of its income in any tax year, other than income from defense loans, capital gains, interest and dividends, from an enterprise whose
major activity in a given tax year is industrial production.
|
|
|
|
|
|
The principal benefit from the above law is the deduction of expenses in connection with a public offering. Also, under the industrial Encouragement Law an “Industrial Company” is
entitled to special rates of depreciation for industrial equipment and in addition to amortization of the cost of purchased know-how and patents over an eight-year period for tax purposes and an accelerated depreciation rate on equipment.
|
|
|
|
|
|
Eligibility for the benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority.
|
|
|
|
|
d.
|
As of December 31, 2019, the net operating tax loss carryforward relating to the Company in Israel amounted to approximately $64,084, not including a carryforward capital loss amounting
to approximately $3,841. Carryforward losses in Israel may be carried forward indefinitely and may be offset against future taxable income.
|
NOTE 11:-
|
TAXES ON INCOME (Cont.)
|
|
e.
|
The main reconciling items between the statutory tax rate of the Company and the effective tax rate is the valuation allowance recorded in respect of the deferred tax assets relating to
net operating loss carryforward and other temporary differences due to the uncertainty of the realization of such tax assets.
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Net operating loss carryforward
|
$
|
15,373
|
$
|
14,598
|
||||
Capital loss carryforward
|
883
|
871
|
||||||
Allowances and reserve
|
401
|
322
|
||||||
|
||||||||
Total deferred tax assets before valuation allowance
|
16,657
|
15,791
|
||||||
Valuation allowance
|
(16,657
|
)
|
(15,791
|
)
|
||||
|
||||||||
Net deferred tax assets
|
$
|
-
|
$
|
-
|
NOTE 12:-
|
FINANCIAL EXPENSES, NET
|
|
Year ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
|
||||||||||||
Income:
|
||||||||||||
|
||||||||||||
Foreign currency exchange differences
|
$
|
-
|
$
|
47
|
$
|
130
|
||||||
Interest on cash equivalents and restricted deposits
|
359
|
184
|
50
|
|||||||||
Other
|
96
|
-
|
34
|
|||||||||
|
||||||||||||
|
455
|
231
|
214
|
|||||||||
Expenses:
|
||||||||||||
|
||||||||||||
Amortization of shareholders’ convertible loans discount and BCF
|
-
|
-
|
103
|
|||||||||
Interest on shareholders’ convertible note and loans
|
-
|
-
|
164
|
|||||||||
|
||||||||||||
Bank commissions and others
|
38
|
17
|
82
|
|||||||||
Operating lease expenses
|
85
|
-
|
-
|
|||||||||
Foreign currency exchange differences
|
453
|
93
|
9
|
|||||||||
Interest on loans from banks and other credit balances
|
-
|
2
|
12
|
|||||||||
|
||||||||||||
|
576
|
112
|
370
|
|||||||||
|
||||||||||||
Total financial (expenses) Income, net
|
$
|
(121
|
)
|
$
|
119
|
$
|
(156
|
)
|
NOTE 13:-
|
RELATED PARTY BALANCE AND TRANSACTIONS
|
NOTE 13:-
|
RELATED PARTY BALANCE AND TRANSACTIONS (Cont.)
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Accrued expenses
|
$
|
50
|
$
|
43
|
|
Year ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
|
||||||||||||
Directors and management fees
|
$
|
169
|
$
|
156
|
$
|
170
|
||||||
|
||||||||||||
Amortization of shareholders’ convertible loans discount and BCF
|
$
|
-
|
$
|
-
|
$
|
103
|
||||||
|
||||||||||||
Interest on shareholders’ convertible note and loans
|
$
|
-
|
$
|
-
|
$
|
164
|
NOTE 14:-
|
MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION
|
|
a.
|
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment, and derives revenues from develops, manufactures and sells land radar for defense forces and border
protection applications, avionics equipment and aviation data acquisition and debriefing systems (see Note 1 above for a brief description of the Company’s business).
|
|
|
|
|
b.
|
Revenues by geographic areas:
|
|
Year ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
|
||||||||||||
North America
|
$
|
21,995
|
$
|
11,686
|
$
|
14,446
|
||||||
Israel
|
12,737
|
10,446
|
6,363
|
|||||||||
Asia
|
2,499
|
3,093
|
4,372
|
|||||||||
South America
|
1,027
|
1,206
|
514
|
|||||||||
Europe
|
6,073
|
1,601
|
281
|
|||||||||
Australia
|
-
|
-
|
206
|
|||||||||
|
||||||||||||
Total
|
$
|
44,331
|
$
|
28,032
|
$
|
26,182
|
NOTE 14:-
|
MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION (Cont.)
|
|
c.
|
Major customers:
|
|
Year ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
|
%
|
|||||||||||
|
||||||||||||
Customer A
|
12
|
7
|
7
|
|||||||||
Customer C
|
8
|
11
|
2
|
|||||||||
Customer E
|
3
|
11
|
5
|
|||||||||
Customer F
|
3
|
6
|
13
|
|||||||||
Customer G
|
6
|
4
|
35
|
|||||||||
Customer H
|
4
|
12
|
3
|
|||||||||
Customer I
|
4
|
12
|
-
|
|
d.
|
Long-lived assets (property, plant and equipment) by geographic areas:
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
|
||||||||
Israel
|
$
|
6,062
|
$
|
3,915
|
||||
China
|
-
|
319
|
||||||
USA
|
3,065
|
-
|
||||||
|
||||||||
|
$
|
9,127
|
$
|
4,234
|
NOTE 15:-
|
SUBSEQUENT EVENTS
|
|
RADA ELECTRONIC INDUSTRIES LTD.
|
|
|
|
|
|
By:
|
/s/ Dov Sella
|
|
Name:
|
Dov Sella
|
|
Title:
|
Chief Executive Officer
|
|
|
|
Dated: April
7, 2020
|
|
|