(Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
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: 49,035,055
Ordinary Shares
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act. ☐
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
Indicate by check mark 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.
☒
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
If “Other” has been checked in response
to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
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).
This annual report on Form 20-F is incorporated
by reference into the registrant’s Registration Statements on Form S-8, File Nos. 333-113552, 333-132221 and 333-149553.
We are a global provider of: (i) proprietary
application development and business process integration platforms; (ii) selected packaged vertical software solutions; as well as (iii)
software services and Information Technologies (“IT”) outsourcing software services. Our software technology is used by customers
to develop, deploy and integrate on-premise, mobile and cloud-based business applications quickly and cost effectively. In addition,
our technology enables enterprises to accelerate the process of delivering business solutions that meet current and future needs and
allow customers to dramatically improve their business performance and return on investment. With respect to software services and IT
outsourcing services, we offer an extensive portfolio of professional services in the areas of infrastructure design and delivery, application
development, technology consulting planning and implementation services, integration projects, project management, software testing and
quality assurance, engineering consulting (including supervision of engineering projects), support services, cloud computing for deployment
of highly available and massively-scalable applications and API’s and supplemental outsourcing services, all according to the specific
needs of the customer, and in accordance with the professional expertise required in each case. In addition, we offer a variety of proprietary
comprehensive packaged software solutions through certain of our subsidiaries for (i) enterprise-wide and fully integrated medical platform
)“Clicks”), specializing in the design and management of patient-file oriented software solutions for managed care and large-scale
health care providers. This platform aims to allow providers to securely access an individual’s electronic health record at the
point of care, and it organizes and proactively delivers information with potentially real time feedback to meet the specific needs of
physicians, nurses, laboratory technicians, pharmacists, front- and back-office professionals and consumers; (ii) enterprise management
systems for both hubs and traditional air cargo ground handling operations from physical handling and cargo documentation through customs,
seamless electronic data interchange, or EDI communications, dangerous goods, special handling, track and trace, security to billing
(“Hermes”); (iii) enterprise human capital management, or HCM, solutions, to facilitate the collection, analysis and interpretation
of quality data about people, their jobs and their performance, to enhance HCM decision making (“HR Pulse”); (iv) revenue
management and monetization solutions in mobile, wireline, broadband and mobile virtual network operator/enabler, or MVNO/E (“Leap”);
and (v) comprehensive systems for managing broadcast channels in the area of TV broadcast management through cloud-based on-demand service
or on-premise solutions;
Based on our technological capabilities, our
software solutions enable customers to respond to rapidly-evolving market needs and regulatory changes, while improving the efficiency
of their core operations. We have approximately 3,040 employees and operate through a network of over 3,000 independent software vendors,
or ISVs, who we refer to as Magic Software Providers, or MSPs, and hundreds of system integrators, distributors, resellers, and consulting
and OEM partners. Thousands of enterprises in approximately 50 countries use our products and services.
Our application development and business process integration platforms
consist of:
These software solutions enable our customers
to improve their business performance and return on investment by supporting cost-effective and rapid delivery integration of business
applications, systems and databases. Using our products and our specialists, enterprises and MSPs can achieve fast time-to-market by
rapidly building integrated solutions and deploy them in multiple environments while leveraging existing IT resources. In addition, our
software solutions are scalable and platform-agnostic, enabling our customers to build software applications by specifying their business
logic requirements in a high-level language rather than in computer code, and to benefit from seamless platform upgrades and cross-platform
functionality without the need to re-write their applications. Our platforms also support the development of mobile applications that
can be deployed on a variety of mobile devices, and in a cloud environment. In addition, we continuously evolve our platforms to include
the latest technologies to meet the demands of our customers and the markets in which they operate.
We sell our platforms and software services globally
through a broad channel network, including our own direct sales representatives and offices, independent country distributors, MSPs that
use our technology to develop and sell solutions to their customers, and system integrators. We also offer software maintenance, support,
training and consulting services to supplement with our products, thus aiding in the successful implementation of Magic xpa, AppBuilder,
Magic xpi, Magic xpc, Magic Smart UX and FactoryEye projects, and assuring successful operation of the platforms once installed.
In addition, we provide on an increasingly global
basis a broad range of advanced software professional services and IT outsourcing services in the areas of infrastructure design and
delivery, end-to-end application development, technology planning and implementation services, as well as outsourcing services to a wide
variety of companies, including Fortune 1000 companies. The technical personnel we provide generally supplement in-house capabilities
of our customers. We have extensive and proven experience with virtually all types of telecom infrastructure technologies in wireless
and wire-line as well as in the areas of infrastructure design and delivery, application development, project management, technology
planning and implementation services.
We have substantial experience in end-to-end
development of high-end software solutions, beginning with collection and analysis of system requirements, continuing with architecture
specifications and setup, to software implementation, component integration and testing. From concept to implementation, from application
of the ideas of startups requiring the early development of an application or a device, to somewhat larger, more established enterprises,
vendors or system houses who need our team of experts to take full responsibility for the development of their systems and products.
With our ability to draw on our pool of resources, comprised of hundreds of highly trained, skilled, educated and flexible engineers,
we adhere to timelines and budget and work in full transparency with our customers every step of the way to create a tailor-made and
cost-effective solution to answer our customers’ unique needs.
Our consolidated financial statements appearing
in this annual report are prepared in U.S. dollars and in accordance with United States generally accepted accounting principles, or
U.S. GAAP.
We have obtained trademark registrations for
SmartUX® in the United States and for Magic® in the United States, Canada, Israel, the Netherlands (Benelux), Switzerland, Thailand
and the United Kingdom. All other trademarks and trade names appearing in this annual report are owned by their respective holders.
Statements made in this annual report concerning
the contents of any contract, agreement or other document are summaries of such contracts, agreements or documents and are not complete
descriptions of all of their terms. If we filed any of these documents as an exhibit to this annual report or to any previous filling
with the Securities and Exchange Commission, or the SEC, you may read the document itself for a complete recitation of its terms.
ITEM 1.
|
IDENTITY OF DIRECTORS,
SENIOR MANAGEMENT AND ADVISERS
|
Not applicable.
ITEM 2.
|
OFFER STATISTICS
AND EXPECTED TIMETABLE
|
Not applicable.
A.
|
Selected
Financial Data
|
The following table summarizes certain selected
consolidated financial data for the periods and as of the dates indicated. The selected consolidated financial data set forth below should
be read in conjunction with and are qualified entirely by reference to Item 5. “Operating and Financial Review and Prospects”
and our consolidated financial statements and notes thereto included elsewhere in this annual report.
We derived the following consolidated statement
of income data for the years ended December 31, 2018, 2019 and 2020 and the consolidated balance sheet data as of December 31, 2019 and
2020 from our audited consolidated financial statements included elsewhere in this annual report. The selected consolidated statement
of income data for the year ended December 31, 2016 and 2017 and the consolidated balance sheet data as of December 31, 2016, 2017 and
2018 are derived from our audited consolidated financial statements not included in this annual report. Our historical consolidated financial
statements are prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and presented in U.S. dollars.
Statement of Income Data:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
(U.S. dollars in thousands)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
|
|
$
|
24,272
|
|
|
$
|
28,084
|
|
|
$
|
25,454
|
|
|
$
|
21,644
|
|
|
$
|
19,626
|
|
Maintenance and technical support
|
|
|
33,181
|
|
|
|
30,996
|
|
|
|
30,951
|
|
|
|
30,386
|
|
|
|
25,885
|
|
Consulting services
|
|
|
313,741
|
|
|
|
266,550
|
|
|
|
227,970
|
|
|
|
206,110
|
|
|
|
156,135
|
|
Total revenues
|
|
$
|
371,194
|
|
|
$
|
325,630
|
|
|
$
|
284,375
|
|
|
|
258,140
|
|
|
|
201,646
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
|
|
|
10,487
|
|
|
|
10,220
|
|
|
|
9,960
|
|
|
|
9,564
|
|
|
|
8,674
|
|
Maintenance and technical support
|
|
|
3,598
|
|
|
|
4,167
|
|
|
|
4,120
|
|
|
|
3,888
|
|
|
|
2,952
|
|
Consulting services
|
|
|
247,517
|
|
|
|
209,114
|
|
|
|
181,477
|
|
|
|
161,709
|
|
|
|
121,756
|
|
Total cost of revenues
|
|
|
261,602
|
|
|
|
223,501
|
|
|
|
195,557
|
|
|
|
175,161
|
|
|
|
133,382
|
|
Gross profit
|
|
|
109,592
|
|
|
|
102,129
|
|
|
|
88,818
|
|
|
|
82,979
|
|
|
|
68,264
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development, net
|
|
|
8,789
|
|
|
|
8,239
|
|
|
|
5,696
|
|
|
|
6,942
|
|
|
|
5,839
|
|
Selling and marketing
|
|
|
31,160
|
|
|
|
30,454
|
|
|
|
27,197
|
|
|
|
27,244
|
|
|
|
23,776
|
|
General and administrative
|
|
|
27,967
|
|
|
|
29,529
|
|
|
|
24,265
|
|
|
|
22,172
|
|
|
|
17,262
|
|
Change in valuation of contingent consideration
related to acquisitions
|
|
|
1,088
|
|
|
|
255
|
|
|
|
(38
|
)
|
|
|
665
|
|
|
|
300
|
|
Operating income
|
|
|
40,588
|
|
|
|
33,652
|
|
|
|
31,698
|
|
|
|
25,956
|
|
|
|
21,087
|
|
Financial income (expense), net
|
|
|
(917
|
)
|
|
|
(1,169
|
)
|
|
|
153
|
|
|
|
(1,649
|
)
|
|
|
(173
|
)
|
Increase in valuation of consideration
related to acquisitions
|
|
|
(2,268
|
)
|
|
|
(11
|
)
|
|
|
(4
|
)
|
|
|
(62
|
)
|
|
|
(257
|
)
|
Income before taxes on income
|
|
|
37,403
|
|
|
|
32,472
|
|
|
|
31,847
|
|
|
|
24,245
|
|
|
|
20,657
|
|
Taxes on income
|
|
|
(7,286
|
)
|
|
|
(6,874
|
)
|
|
|
(7,071
|
)
|
|
|
(6,331
|
)
|
|
|
(3,949
|
)
|
Net income
|
|
$
|
30,117
|
|
|
$
|
25,598
|
|
|
$
|
24,776
|
|
|
$
|
17,914
|
|
|
$
|
16,708
|
|
Net income attributable to redeemable non-controlling
interests
|
|
|
2,526
|
|
|
|
3,111
|
|
|
|
3,383
|
|
|
|
1,536
|
|
|
|
2,258
|
|
Net income attributable to non-controlling interests
|
|
|
2,405
|
|
|
|
2,221
|
|
|
|
1,510
|
|
|
|
936
|
|
|
|
281
|
|
Net income attributable to Magic’s Shareholders
|
|
|
25,186
|
|
|
|
20,266
|
|
|
|
19,883
|
|
|
|
15,442
|
|
|
|
14,169
|
|
Basic and diluted earnings
per share (1)
|
|
$
|
0.49
|
|
|
$
|
0.26
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
$
|
0.27
|
|
Shares
used to compute basic earnings per share (2), (3)
|
|
|
49,029
|
|
|
|
48,896
|
|
|
|
46,665
|
|
|
|
44,436
|
|
|
|
44,347
|
|
Shares used to compute diluted earnings per share
|
|
|
49,048
|
|
|
|
48,994
|
|
|
|
46,797
|
|
|
|
44,597
|
|
|
|
44,516
|
|
Dividends
|
|
|
12,503
|
|
|
|
14,963
|
|
|
|
13,348
|
|
|
|
9,554
|
|
|
|
7,761
|
|
Cash dividend declared per
ordinary share (1)
|
|
$
|
0.25
|
|
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
$
|
0.22
|
|
|
$
|
0.18
|
|
Balance Sheet Data:
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
(U.S. dollars in thousands)
|
|
Working capital
|
|
$
|
126,397
|
|
|
$
|
138,167
|
|
|
$
|
158,301
|
|
|
$
|
122,403
|
|
|
$
|
113,668
|
|
Cash, cash equivalents, short term deposits and marketable securities
|
|
|
89,654
|
|
|
|
95,511
|
|
|
|
113,920
|
|
|
|
90,946
|
|
|
|
87,822
|
|
Total assets
|
|
|
447,386
|
|
|
|
404,606
|
|
|
|
362,285
|
|
|
|
342,539
|
|
|
|
316,399
|
|
Total equity
|
|
|
269,006
|
|
|
|
264,697
|
|
|
|
248,369
|
|
|
|
213,563
|
|
|
|
196,641
|
|
(1)
|
On February 5, 2015, we
declared a dividend distribution of $0.081 per share ($3,582 in the aggregate) which was paid on March 11, 2015. On August 12, 2015,
we declared a dividend distribution of $0.095 per share ($ 4,204 in the aggregate) which was paid on September 10, 2015. On February
21, 2016, we declared a dividend distribution of $0.09 per share ($3,991 in the aggregate) which was paid on March 17, 2016. On August
14, 2016, we declared a dividend distribution of $0.085 per share ($3,770 in the aggregate) which was paid on September 22, 2016.
On February 22, 2017, we declared a dividend distribution of $0.085 per share ($3,774 in the aggregate) which was paid on April 5,
2017. On August 13, 2017, we declared a dividend distribution of $0.13 per share ($5,779 in the aggregate) which was paid on September
13, 2017. On February 28, 2018, we declared a dividend distribution of $0.13 per share ($5,785 in the aggregate) which was paid on
March 26, 2018. On August 8, 2018, we declared a dividend distribution of $0.155 per share ($7,563 in the aggregate) which was paid
on September 5, 2018. On March 4, 2019, we declared a dividend distribution of $0.15 per share ($7,335 in the aggregate) which was
paid on March 25, 2019. On August 13, 2019, we declared a dividend distribution of $ 0.156 per share ($7,628 in the aggregate) which
was paid on September 12, 2019. On May 26, 2020, the Company declared a dividend distribution of $ 0.08 per share ($ 3,918 in
the aggregate) which was paid on June 25, 2020. On August 13, 2020, the Company declared a dividend distribution of $ 0.175 per share
($ 8,585 in the aggregate) which was paid on September 10, 2020.
|
(2)
|
On July 12, 2018, we completed
a private placement of 3,150,559 of our Ordinary Shares to several leading Israeli institutional investors and 1,117,734 Ordinary
Shares to our principal shareholder, Formula Systems (1985) Ltd., under the same terms based on a price of $8.20 per share.
|
B.
|
Capitalization
and Indebtedness
|
Not applicable.
C.
|
Reasons
for the Offer and Use of Proceeds
|
Not applicable.
Investing in our ordinary shares involves
a high degree of risk and uncertainty. You should carefully consider the risks and uncertainties described below before investing in
our ordinary shares. Our business, prospects, financial condition and results of operations could be adversely affected due to any of
the following risks. In that case, the value of our ordinary shares could decline, and you could lose all or part of your investment.
[as discussed, we need to delete some of the risk factors to make
it shorter]
Risks Related to Our Business and Our Industry
|
●
|
The
ongoing COVID-19 pandemic, including the resulting global economic uncertainty and measures
taken in response to the pandemic, could materially impact our business and future results
of operations and financial condition..
|
|
●
|
The
implementation of our M&A growth strategy, which requires the integration of our multiple
acquired companies and their respective businesses, operations and employees with our own,
involves significant risks.
|
|
●
|
We
may encounter difficulties in realizing the potential financial or strategic benefits of
recent business acquisitions.
|
|
●
|
We
are dependent on a limited number of core product families and services and a decrease in
revenues from these products and services would adversely affect our business, results of
operations and financial condition; our future success will be largely dependent on the acceptance
of future releases of our core product families and service offerings.
|
|
●
|
Adapting
to evolving technologies can require substantial financial investments, distract management
and adversely affect the demand for our existing products and services.
|
|
●
|
Our
products have a lengthy sales cycle that could adversely affect our revenues.
|
|
●
|
We
may fail to attract and retain highly skilled IT professionals and we may not have the necessary
resources to properly staff projects and competition for such professionals.
|
|
●
|
Our
existing customers may not be satisfied with our solutions and services and might not make
subsequent purchases from us.
|
|
●
|
If
we fail to meet our customers’ performance expectations, our reputation may be harmed,
causing us to lose customers or exposing us to legal liability.
|
|
●
|
Our
customers may terminate contracted projects or choose not to retain us for additional projects,
our revenues and profitability may be negatively affected.
|
|
●
|
We
enter from time to time into fixed-price contracts that could subject us to losses
in the event we fail to properly estimate our costs.
|
|
●
|
If
our technical support or professional services are not satisfactory to our customers, they
may not renew their maintenance and support agreements or buy future products, which could
adversely affect our future results of operations.
|
|
●
|
We
face intense competition in the markets in which we operate. This competition could adversely
affect our business, results of operations and financial condition.
|
|
●
|
Other
unfavorable national and global economic conditions could adversely affect our business,
operating results and financial condition.
|
|
●
|
We
are exposed to economic and market conditions that impact the communications industry.
|
|
●
|
As
some of our revenues are derived from the Israeli government sector, a reduction of government
spending in Israel on IT services may reduce our revenues and profitability; and any delay
in the annual budget approval process may negatively impact our cash flows.
|
|
●
|
The
increasing amount of identifiable intangible assets and goodwill recorded on our balance
sheet may lead to significant impairment charges in the future.
|
|
●
|
If
we fail to manage our growth, our business could be disrupted and our profitability will
likely decline.
|
|
●
|
We
have a history of quarterly fluctuations in our results of operations and expect these fluctuations
to continue.
|
|
●
|
We
derive a significant portion of our revenues from independent distributors who are under
no obligation to purchase our products and the loss of such independent distributors could
adversely affect our business, results of operations and financial condition.
|
|
●
|
Changes
in the ratio of our revenues generated from different revenue elements may adversely affect
our gross profit margins.
|
|
●
|
Our
success depends in part upon the senior members of our management and research and development
teams, and our inability to attract and retain them or attract suitable replacements could
have a negative effect on our ability to operate our business.
|
|
●
|
We
may encounter difficulties with our international operations and sales that could adversely
affect our business, results of operations and financial condition.
|
|
●
|
Our
international operations expose us to risks associated with fluctuations in currency exchange
rates that could adversely affect our business.
|
|
●
|
Breaches
of network or information technology security, natural disasters or terrorist attacks could
have an adverse effect on our business.
|
|
●
|
Regulation
of the internet and telecommunications, privacy and data security may adversely affect sales
of our products and result in increased compliance costs.
|
|
●
|
Errors
or defects in our software solutions could inevitably arise and would harm our profitability
and our reputation with customers, and could even give rise to claims against us.
|
|
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Third
parties have in the past, and may in the future, claim that we infringe upon their intellectual
property rights and such claims could harm our business.
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Although
we apply measures to protect our intellectual property rights and our source code, there
can be no assurance that the measures that we employ to do so will be successful.
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Our
customers and we rely on technology and intellectual property of third-parties, the loss
of which could limit the functionality of our products and disrupt our business.
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We
could be required to provide the source code of our products to our customers.
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Some
of our services and technologies may use “open source” software, which may restrict
how we use or distribute our services or require that we release the source code of certain
products subject to those licenses.
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Any
unauthorized, and potentially improper, actions of our personnel could adversely affect our
business, operating results and financial condition.
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Under
applicable employment laws, we may not be able to enforce covenants not to compete and therefore
may be unable to prevent our competitors from benefiting from the expertise of some of our
former employees.
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Our
business may be materially affected by changes to fiscal and tax policies. Potentially negative
or unexpected tax consequences of these policies, or the uncertainty surrounding their potential
effects, could adversely affect our results of operations and share price.
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Certain
of our credit facility agreements with banks and other financial institutions are subject
to a number of restrictive covenants that, if breached, could result in acceleration of our
obligation to repay our debt.
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Increasing
scrutiny and changing expectations from investors, lenders, customers and other market participants
with respect to our Environmental, Social and Governance, or ESG, policies may impose additional
costs on us or expose us to additional risks.
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If
we are unable to maintain effective internal control over financial reporting in accordance
with Sections 302 and 404(a) of the Sarbanes-Oxley Act of 2002, the reliability of our financial
statements may be questioned and our share price may suffer.
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Risk Related to Our Ordinary Shares
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Our
Ordinary Shares are traded on more than one market and this may result in price variations.
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There
is relatively limited trading volume for our shares, which reduces liquidity for our shareholders,
and may cause the share price to be volatile, all of which may lead to losses by investors.
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We
are a foreign private issuer under the rules and regulations of the SEC and are therefore
exempt from a number of rules under the Exchange Act and are permitted to file less information
with the SEC than a domestic U.S. reporting company, which reduces the level and amount of
disclosure that you receive.
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Our
controlling shareholder, Formula Systems (1985) Ltd., beneficially owns approximately 45.53%
of our outstanding Ordinary Shares and therefore has a controlling influence over matters
requiring shareholder approval, which could delay or prevent a change of control that may
benefit our public shareholders.
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Our
U.S. shareholders may suffer adverse tax consequences if we are classified as a passive foreign
investment company or as a “controlled foreign corporation.”
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Risks Related to Our Location in Israel
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Political,
economic and military instability in Israel may disrupt our operations and negatively affect
our business condition, harm our results of operations and adversely affect our share price.
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Our
results of operations may be adversely affected by the obligation of our personnel to perform
military service.
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We
currently have the ability to benefit from certain government tax benefits, which may be
cancelled or reduced in the future.
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Service
and enforcement of legal process on us and our directors and officers may be difficult to
obtain.
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Provisions
of Israeli law may delay, prevent or make difficult an acquisition of us, which could prevent
a change of control and therefore depress the price of our shares.
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The
rights and responsibilities of our shareholders are governed by Israeli law and differ in
some respects from the rights and responsibilities of shareholders under U.S. law.
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Risks Related to Our Business and Our Industry
The ongoing COVID-19 pandemic, including
the resulting global economic uncertainty and measures taken in response to the pandemic, could materially impact our business and future
results of operations and financial condition.
The COVID-19 pandemic has disrupted the economy
and put unprecedented strains on governments, IT systems, businesses and individuals around the world. The pandemic has resulted in authorities
implementing numerous measures to try to contain the COVID-19 pandemic, such as travel bans and restrictions, quarantines, shelter in
place or total lock-down orders, and business limitations and shutdowns. Such measures have significantly contributed to rising unemployment
and negatively impacted consumer and business spending. The extent to which COVID-19 impacts our financial results will depend on future
developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of
COVID-19 and the actions taken by governments to curtail or treat its impact, including vaccination policies, shelter in place directives,
business limitations and shutdowns, travel bans and restrictions, loan payment deferrals (whether government-mandated or voluntary),
moratoriums on debt collection activities and other actions, which, if imposed or extended, may impact the economies in which we now
or in the future operates in. Adverse market conditions resulting from the spread of COVID-19 could materially adversely affect our business
and the value of our shares.
Further, the COVID-19 pandemic has resulted in
our employees and those of many of our customers working from home and conducting work via the internet, and if the network and infrastructure
of internet providers becomes overburdened by increased usage or is otherwise unreliable or unavailable, our employees’ and our
customers’ employees’ access to the internet to conduct business could be negatively impacted. Limitations on access or disruptions
to services or goods provided by or to some of our suppliers upon which our platforms and business operations rely could interrupt our
ability to provide our platforms, decrease the productivity of our workforce and significantly harm our business operations, financial
condition and results of operations. In addition, our technology platforms and the other systems or networks used in our business may
experience an increase in attempted cyber-attacks, targeted intrusions, ransomware and phishing campaigns seeking to take advantage of
shifts to employees working remotely using their household or personal internet networks as a result of the COVID-19 pandemic. The success
of any of these unauthorized attempts could substantially impact our technology platforms, the proprietary and other confidential data
contained therein or otherwise stored or processed in our operations, and ultimately our business. Any actual or perceived security incident
also may cause us to incur increased expenses to improve our security controls and to remediate security vulnerabilities. Additionally,
we may experience an increased volume of unanticipated customer requests for support (resulting in an increased volume of calls to our
customer support and operations centers) and regulatory requests for information and support or additional regulatory requirements, which
could require additional resources and costs to address.
The spread of COVID-19 has caused us to modify
our business practices to help minimize the risk of the pandemic to our employees, our partners and customers, and the communities in
which we participate, which could negatively impact our business. In response to the COVID-19 pandemic, we have enabled our employees
to work remotely, implemented travel restrictions for all non-essential business and shifted company events to virtual-only experiences,
and we may deem it advisable to similarly alter, postpone or cancel additional events in the future. There is no certainty that the measures
we have taken will be sufficient to mitigate the risks posed by the pandemic. If the COVID-19 pandemic worsens, especially in regions
where we have offices, our business activities originating from affected areas could be adversely affected. Disruptive activities could
include additional business closures in impacted areas, further restrictions on our employees’ and service providers’ ability
to travel, impacts to productivity if our employees or their family members experience health issues and potential delays in hiring and
onboarding of new employees. We may take further actions that alter our business operations as may be required by local, provincial,
state or federal authorities or that we determine are in the best interests of our employees. Such measures could negatively affect our
sales and marketing efforts, sales cycles, employee productivity or customer retention, any of which could harm our financial condition
and business operations.
Additionally, diversion of management focus to
address the impacts of the COVID-19 pandemic could potentially disrupt our operating plans. The extent and continued impact of the COVID-19
pandemic on our business will depend on certain developments, including: the duration and spread of the outbreak; government responses
to the pandemic; the impact on our customers and our sales cycles; the impact on customer, industry or employee events; and the effect
on our partners, merchants and their customers, third-party service providers, customers and supply chains, all of which are uncertain
and cannot be predicted. Because of our largely subscription-based business model, the effect of the COVID-19 pandemic may not be fully
reflected in our results of operations and overall financial condition until future periods, if at all.
To the extent that the COVID-19 pandemic adversely
affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk
Factors” section.
Our business depends on our current and prospective
customers’ ability and willingness to invest money in IT systems and services, which in turn is dependent upon their overall economic
health. Negative economic conditions in the global economy or certain regions especially in the United States and Israel, including conditions
resulting from financial and credit market fluctuations, could cause a decrease in corporate spending on products and services that we
sell. Wide-spread viruses and epidemics like the recent novel coronavirus outbreak, could also negatively affect our customers’
spending on our products and services. In 2020, 48% of our revenues were generated from North America, 40% of our revenues generated
from Israel, and 12% from the rest of the world. Negative economic conditions may cause customers in general to reduce their IT spending.
Customers may delay or cancel projects, choose to focus on in-house development efforts or seek to lower their costs by renegotiating
maintenance and support agreements. Additionally, customers may be more likely to make late payments in worsening economic conditions,
which could require us to increase our collection efforts and require us to incur additional associated costs to collect expected revenues.
To the extent purchases of licenses for our software are perceived by customers and potential customers to be discretionary, our revenues
may be disproportionately affected by delays or reductions in general IT spending. The extent to which COVID-19 impacts our business
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning
the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.
The implementation of our M&A growth strategy, which requires
the integration of our multiple acquired companies and their respective businesses, operations and employees with our own, involves significant
risks, and the failure to integrate successfully may adversely affect our future results.
In the past decade we have completed more than
25 acquisitions. Most recently, during 2020, we acquired both Aptonet Inc and Stockell Information Systems, Inc together with two small
acquisitions. These acquisitions are part of our integrated M&A growth strategy, which is centered on three key factors: growing
our customer base, expanding geographically and adding complementary solutions and services to our portfolio— all while we seek
to ensure our continued high quality of services and product delivery. Any failure to successfully integrate the business, operations
and employees of our acquired companies, or to otherwise realize the anticipated benefits of these acquisitions, could harm our results
of operations. Our ability to realize these benefits will depend on the timely integration and consolidation of organizations, operations,
facilities, procedures, policies and technologies, and the harmonization of differences in the business cultures between these companies
and their personnel. Integration of these businesses will be complex and time consuming, will involve additional expense and could disrupt
our business and divert management’s attention from ongoing business concerns. The challenges involved in integrating Aptonet inc,
Stockell Information Systems, Inc and other former acquisitions include:
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Preserving customer, supplier
and other important relationships
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Integrating complex, core
products and services that we acquire with our existing products and services
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Integrating financial forecasting
and controls, procedures and reporting cycles
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Combining and integrating
information technology, or IT, systems
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Integrating employees and
related HR systems and benefits, maintaining employee morale and retaining key employees
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Potential confusion that
we may have in our dealings with customers and prospective customers as to the products we are offering to them and potential overlap
among those products
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The benefits we expect to realize from these
acquisitions are, necessarily, based on projections and assumptions about the combined businesses of our company, and assume, among other
things, the successful integration of these acquired entities into our business and operations. Our projections and assumptions concerning
our acquisitions may be inaccurate, however, and we may not successfully integrate the acquired companies and our operations in a timely
manner, or at all. We may also be exposed to unexpected contingencies or liabilities of the acquired companies. If we do not realize
the anticipated benefits of these transactions, our growth strategy and future profitability could be adversely affected.
We may encounter difficulties in realizing the potential financial
or strategic benefits of recent business acquisitions. We expect to make additional acquisitions in the future that could disrupt our
operations and harm our operating results.
A significant part of our business strategy is
to pursue acquisitions and other initiatives based on strategy centered on three key factors: growing our customer base, expanding geographically
and adding complementary solutions to our portfolio— all while we seek to ensure our continued high quality of services and product
delivery. In the past five years we made numerous acquisitions.
Mergers and acquisitions of companies are inherently
risky and subject to many factors outside of our control and no assurance can be given that our future acquisitions will be successful
and will not adversely affect our business, operating results, or financial condition. In the future, we may seek to acquire or make
strategic investments in complementary businesses, technologies, services or products, or enter into strategic partnerships or alliances
with third parties in order to expand our business. Failure to manage and successfully integrate such acquisitions could materially harm
our business and operating results. Prior acquisitions have resulted in a wide range of outcomes, from successful introduction of new
products technologies and professional services to a failure to do so. Even when an acquired company has previously developed and marketed
products, there can be no assurance that new product enhancements will be made in a timely manner or that pre-acquisition due diligence
will have identified all possible issues that might arise with respect to such products. If we acquire other businesses, we may face
difficulties, including:
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Difficulties in integrating
the operations, systems, technologies, products, and personnel of the acquired businesses or enterprises;
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Diversion of management’s
attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting
from acquisitions;
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Integrating financial forecasting and controls, procedures
and reporting cycles;
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Potential difficulties
in completing projects associated with in-process research and development;
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Difficulties in entering
markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;
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Insufficient revenue to offset increased expenses associated
with acquisitions; and
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The potential loss of key
employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after
announcement of acquisition plans.
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We are dependent on a limited number of
core product families and services and a decrease in revenues from these products and services would adversely affect our business, results
of operations and financial condition; our future success will be largely dependent on the acceptance of future releases of our core
product families and service offerings and if we are unsuccessful with these efforts, our business, results of operations and financial
condition will be adversely affected.
We derive a significant portion of our revenues
from sales of application and integration platforms and vertical software solutions and from related professional services, software
maintenance and technical support as well as from other IT professional services, which include IT consulting and outsourcing services.
Our future growth depends heavily on our ability to effectively develop and sell new products developed by us or acquired from third
parties as well as add new features to existing products and new software service offerings. A decrease in revenues from our principal
products and services would adversely affect our business, results of operations and financial condition.
Our future success depends in part on the continued
acceptance of our application platforms and integration products primarily under our Magic xpa, Magic xpi, AppBuilder Magic xpc, FactoryEye
and Magic SmartUX brands and our vertical packaged software solutions, primarily Clicks, Leap™, the Hermes solution and HR Pulse.
The continued acceptance of these platforms and software solutions will be dependent in part on the continued acceptance and growth of
the cloud market, including rich internet applications, or RIAs, mobile and software as a service, or SaaS, for which certain of them
are particularly useful and advantageous. We will need to continue to enhance our products to meet evolving requirements and if new versions
of such products are not accepted, our business, results of operations and financial condition may be adversely affected.
Rapid technological changes may adversely
affect the market acceptance of our products and services, and our business, results of operations and financial condition could be adversely
affected.
We compete in a market that is characterized
by rapid technological changes. Other companies are also seeking to offer integration solutions, low-code development solutions, enterprise
mobility solutions, internet-related solutions, such as cloud computing, and complementary services to generate growth. These companies
may develop technological or business model innovations or offer services in the markets that we seek to address that are, or are perceived
to be, equivalent or superior to our software solutions and services. In addition, our customers’ business models may change in
ways that we do not anticipate and these changes could reduce or eliminate our customers’ needs for our products and services.
Our operating results depend on our ability to adapt to market changes and develop and introduce new products and services into existing
and emerging markets.
The introduction of new technologies and devices
could render existing products and services obsolete and unmarketable and could exert price pressures on our products and services. Our
future success will depend upon our ability to address the increasingly sophisticated needs of our customers by:
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Supporting existing and
emerging hardware, software, databases and networking platforms; and
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Developing and introducing
new and enhanced software development technology and applications that keeps pace with such technological developments, emerging
new product markets and changing customer requirements.
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Adapting to evolving technologies can require
substantial financial investments, distract management and adversely affect the demand for our existing products and services.
Because our solutions are complex and require
rigorous testing, development cycles can be lengthy, taking us up to two years to develop and introduce new, enhanced or modified solutions.
Moreover, development projects can be technically challenging and expensive. The nature of these development cycles may cause us to experience
delays between the time we incur expenses associated with research and development and the time we generate revenues, if any, from such
expenses. In addition, adapting to evolving technologies may require us to invest a significant amount of resources, time and attention
into the development, integration, support and marketing of those technologies. The acceptance and growth of cloud computing and enterprise
mobility are examples of rapidly changing technologies, which we have adapted into our products, packaged software solution and software
service offerings. This required us to make a substantial financial investment to develop and implement cloud computing and enterprise
mobility into our software solution models and has required significant attention from our management to refine our business strategies
to include the delivery of these solutions. As the market continues to adopt these new technologies, we expect to continue to make substantial
investments in our software solutions, system integrations and professional services related to these changing technologies. Even
if we succeed in adapting to a new technology by developing attractive products and services and successfully bringing them to market,
there is no assurance that the new product or service will have a positive impact on our financial performance and could even result
in lower revenue, lower margins and higher costs and therefore could negatively impact our financial performance. If release dates of
any future products or enhancements are delayed our business, financial condition and results of operations could be adversely affected.
Our products have a lengthy sales cycle that could adversely
affect our revenues.
The typical sales cycle for our solutions and
services is lengthy and unpredictable, sometimes requires pre-purchase evaluation by a significant number of persons in our customers’
organizations, and often involves a significant operational decision by our customers as they typically use our software solutions and
services to develop and deploy as well as to integrate applications that are critical to their businesses. Our sales efforts involve
educating our customers and consultants about the use and benefits of our solutions, including the technical capabilities of our solutions
and the efficiencies achievable by organizations deploying our solutions. Because of the long approval process that typically accompanies
strategic initiatives or capital expenditures by companies, our sales process is often delayed, with little or no control over any delays
encountered by us. Our sales cycle, which generally ranges from three to twelve months, can be further extended for sales made through
third party distributors. We spend substantial time, effort and money in our sales efforts without any assurance that such efforts will
produce any sales.
If we fail to attract and retain highly
skilled IT professionals, we may not have the necessary resources to properly staff projects and competition for such professionals may
adversely affect our business, results of operations and financial condition.
Our success depends largely on the contributions
of our employees and our ability to attract and retain qualified personnel, including technology, consulting, engineering, marketing
and management professionals and upon our ability to attract and retain qualified computer professionals to serve as temporary IT personnel.
Competition for the limited number of qualified professionals with a working knowledge of certain sophisticated computer languages is
intense. We compete for technical personnel with other providers of technical IT consulting and outsourcing services, systems
integrators, providers of outsourcing services, computer systems consultants, customers and, to a lesser extent, temporary personnel
agencies, and competition may be amplified by evolving restrictions on immigration, travel, or availability of visas for skilled technology
workers. A shortage of, and significant competition for software professionals with the skills and experience necessary to perform the
required services, may require us to forego projects for lack of resources and may adversely affect our business, results of operations
and financial condition. In addition, our ability to maintain and renew existing engagements and obtain new business for our contract
IT professional services operations depends, in large part, on our ability to hire and retain technical personnel with the IT skills
that keep pace with continuing changes in software evolution, industry standards and technologies, and customer preferences. Demand for
qualified professionals conversant with certain technologies may exceed supply as new and additional skills are required to keep pace
with evolving computer technology or as competition for technical personnel increases. Increasing demand for qualified personnel could
also result in increased expenses to hire and retain qualified technical personnel and could adversely affect our profit margins
If we fail to meet our customers’
performance expectations, our reputation may be harmed, causing us to lose customers or exposing us to legal liability.
We depend heavily on repeat software and service
revenues from our base of existing customers. Two of our customers accounted for 15.8% and 19.0% of our revenues in the years ended December
31, 2019 and 2020, respectively and five of our customers accounted for 23.3% and 26.0% of our revenues in the years ended December 31,
2019 and 2020, respectively. If our existing customers are not satisfied with our solutions and services, they may not enter into new
project contracts with us or continue using our services. A significant decline in our revenue stream from existing customers, including
due to termination of agreement(s), would have a material adverse effect on our business, results of operations and financial condition.
Our ability to attract and retain customers depends
to a large extent on our relationships with our customers and our reputation for high quality solutions, professional services and integrity.
As a result, if a customer is not satisfied with our services or solutions, including those of subcontractors we engage, our reputation
may be damaged. Our failure to meet these goals or a customer’s expectations may result in a less profitable or an unprofitable
engagement. Moreover, if we fail to meet our customers’ expectations, we may lose customers and be subject to legal liability,
particularly if such failure adversely affects our customers’ businesses.
In addition, a portion of our projects may be
considered critical to the operations of our customers’ businesses. Our exposure to legal liability may be increased in the case
of contracts in which we become more involved in our customers’ operations. While we typically strive to include provisions designed
to limit our exposure to legal claims relating to our services and the solutions we develop, these provisions may not adequately protect
us or may not be enforceable in all cases. The general liability insurance coverage that we maintain, including coverage for errors and
omissions, is subject to important exclusions and limitations. We cannot be certain that this coverage will continue to be available
on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim
coverage as to any future claim. A successful assertion of one or more large claims against us that exceeds our available insurance coverage
or changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements,
could adversely affect our profitability.
If our customers terminate contracted projects
or choose not to retain us for additional projects, our revenues and profitability may be negatively affected.
Our IT professional services customers typically
retain us on a non-exclusive basis. Many of our customer contracts, including those that are on a fixed price and timeframe basis, can
be terminated by the customer with or without cause upon 90 days’ notice or less, and generally without termination-related penalties.
Additionally, our contracts with customers are typically limited to discrete projects without any commitment to a specific volume of
business or future work and may involve multiple stages. Furthermore, the increased breadth of our service offerings may result in larger
and more complex projects for our customers that require us to devote resources to more thoroughly understand their operations. Despite
these efforts, our customers may choose not to retain us for additional stages or may cancel or delay planned or existing engagements
due to any number of factors, including:
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a customer’s financial difficulties;
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a change in a customer’s strategic priorities;
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a customer’s demand for price reductions; and
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a decision by a customer to utilize its in-house IT
capacity or work with our competitors.
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These potential terminations, cancellations or
delays in planned or existing engagements could make it difficult for us to use our personnel efficiently and may negatively affect our
revenues and profitability.
We enter from time to time into fixed-price contracts
that could subject us to losses in the event we fail to properly estimate our costs.
We enter from time to time into firm fixed-price contracts
where our delivery requirements sometimes span more than one year. If our initial cost estimates are incorrect, it may cause losses on
these contracts. Because many of these contracts involve new technologies and applications, unforeseen events, such as technological
difficulties and other cost overruns, can result in the contract pricing becoming less favorable or even unprofitable to us and have
an adverse impact on our financial results.
Similarly, delays in implementation projects
(whether fixed price or not) may affect our revenue and cause our operating results to vary widely. Payment terms are generally based
on periodic payments or on the achievement of milestones. Any delays in payment or in the achievement of milestones may have a material
adverse effect on our results of operations, financial position or cash flows.
For non-fixed price contracts, we generally provide
our customers with up-front estimates regarding the duration, budget and costs associated with the implementation of our services. However,
we may not meet those upfront estimates and/or the expectations of our customers, which could lead to a dispute with a client.
If our technical support or professional
services are not satisfactory to our customers, they may not renew their maintenance and support agreements or buy future products, which
could adversely affect our future results of operations.
Our business relies on our customers’ satisfaction
with the technical support and professional services we provide to support our products. If we fail to provide technical support services
that are responsive, satisfy our customers’ expectations and resolve issues that they encounter with our products and services,
then they may elect not to purchase or renew annual maintenance and support contracts and they may choose not to purchase additional
products and services from us. Accordingly, our failure to provide satisfactory technical support or professional services could lead
our customers not to renew their agreements with us or renew on terms less favorable to us, and therefore have a material and adverse
effect on our business and results of operations.
We face intense competition in the markets
in which we operate. This competition could adversely affect our business, results of operations and financial condition.
We compete with other companies in the areas
of application development platforms, business integration and business process management, or BPM, tools, and in the applications, mobile
solutions, vertical solutions and professional services markets in which we operate. The growth of the cloud computing market has increased
the competition in these areas. We expect that such competition will continue to increase in the future with respect to our technology,
applications and professional services that we currently offer and applications, and with respect to our services that we and other vendors
are developing. Increased competition, direct and indirect, could adversely affect our business, financial condition and results of operations.
As we also compete with other companies in the
technical IT consulting and outsourcing services industry, this industry is highly competitive and fragmented and has low entry barriers.
We compete for potential customers with providers of outsourcing services, systems integrators, computer systems consultants, other providers
of technical IT consulting services and, to a lesser extent, temporary personnel agencies. We expect competition to increase, and we
may not be able to remain competitive.
Some of our existing and potential competitors
are larger companies, have substantially greater resources than us, including financial, technological, marketing, skilled human resources
and distribution capabilities, and enjoy greater market recognition than us. We may not be able to differentiate our products and services
from those of our competitors, offer our products as part of integrated systems or solutions to the same extent as our competitors, or
successfully develop or introduce new products that are more cost-effective, or offer better performance than our competitors. Failure
to do so could adversely affect our business, financial condition and results of operations.
Other unfavorable national and global economic
conditions could adversely affect our business, operating results and financial condition.
During periods of slowing economic activity,
our customers may reduce their demand for our products, technology and professional services, which would reduce our sales, and our business,
operating results and financial condition may be adversely affected. Economic challenges may develop, including threatened sovereign
defaults, credit downgrades, restricted credit for businesses and consumers and potentially falling demand for a variety of products
and services. These developments, or the perception that any of them could occur, could result in longer sales cycles, slower adoption
of new technologies and increased price competition for our products and services. We could also be exposed to credit risk and payment
delinquencies on our accounts receivable, which are not covered by collateral. In particular, there is currently significant uncertainty
about the future relationship between the U.S. and various other countries, with respect to trade policies, treaties, government regulations,
and tariffs. For example, the recent imposition of tariffs and/or changes in tariffs on various products by the U.S. and other countries,
including China and Canada, have introduced greater uncertainty with respect to trade policies and government regulations affecting trade
between the U.S. and other countries, and new and/or increased tariffs have subjected, and may in the future subject, us to additional
costs and expenditure of resources. Major developments in trade relations, including the imposition of new or increased tariffs by the
U.S. and/or other countries, and any emerging nationalist trends in specific countries could alter the trade environment and consumer
purchasing behavior which, in turn, could have a material effect on our financial condition and results of operations. While the
U.S. and China recently signed a “phase one” trade deal on January 15, 2020 to reduce planned increases to tariffs, concerns
over the stability of bilateral trade relations remain. In addition, the UK’s exit from the European Union on January 31,
2020, known as Brexit, and the ongoing negotiations of the future trading relationship between the UK and the European Union during
the transition period set to end December 31, 2020 have yet to provide clarity on what the outcome will be for the UK or Europe. Changes
related to Brexit could subject us to heightened risks in that region, including disruptions to trade and free movement of
goods, services and people to and from the UK, disruptions to the workforce of our business partners, increased foreign exchange volatility
with respect to the British pound and additional legal, political and economic uncertainty. If these actions impacting our international
distribution and sales channels result in increased costs for us or our international partners, such changes could result in higher costs
to us, adversely affecting our operations, particularly as we expand our international presence.
If global economic and market conditions, or
economic conditions in the United States, Europe or Asia or other key markets, remain uncertain or weaken, our business, operating results
and financial condition may be adversely affected.
We are exposed to economic and market conditions that impact
the communications industry.
We provide packaged
software and software services to service providers in the telecom industry, and our business may therefore be highly dependent upon
conditions in that industry. Developments in the telecom industry, such as the impact of global economic conditions, industry consolidation,
emergence of new competitors, commoditization of voice, video and data services and changes in the regulatory environment, at times have
had, and could continue to have, a material adverse effect on our existing or potential customers. In the past, these conditions reduced
the high growth rates that the communications industry had previously experienced and caused the market value, financial results and
prospects and capital spending levels of many telecom companies to decline or degrade. Industry consolidation involving our customers
may place us at risk of losing business to the incumbent provider to one of the parties to the consolidation or to new competitors. During
previous economic downturns, the telecom industry experienced significant financial pressures that caused many in the industry to cut
expenses and limit investment in capital intensive projects and, in some cases, led to restructurings and bankruptcies. Continuing uncertainty
as to economic recovery in recent years may have adverse consequences for our customers and our business.
Downturns in the business
climate for telecom companies have previously resulted in slower customer buying decisions and price pressures that adversely affected
our ability to generate revenue. Adverse market conditions may have a negative impact on our business by decreasing our new customer
engagements and the size of initial spending commitments under those engagements, as well as decreasing the level of discretionary spending
by existing customers. In addition, a slowdown in buying decisions may extend our sales cycle period and may limit our ability to forecast
our flow of new contracts. If such adverse business conditions arise in the future, our business may be harmed.
As some of our revenues are derived from
the Israeli government sector, a reduction of government spending in Israel on IT services may reduce our revenues and profitability;
and any delay in the annual budget approval process may negatively impact our cash flows.
We perform work for a wide range of Israeli governmental
agencies and related subcontractors. Any reduction in total Israeli government spending for political or economic reasons (such as in
the case of COVID-19) may reduce our revenues and profitability. In addition, the Government of Israel has experienced significant delays
in the approval of its annual budget in recent years. Such delays in the future could negatively affect our cash flows by delaying the
receipt of payments from the government of Israel for services performed.
The increasing amount of identifiable intangible
assets and goodwill recorded on our balance sheet may lead to significant impairment charges in the future.
The amount of goodwill and identifiable intangible
assets on our consolidated balance sheet has increased significantly from approximately $88 million as of December 31, 2014 to $189 million
as of December 31, 2020 because of our acquisitions and may increase further following future acquisitions. We regularly review our long-lived
assets, including identifiable intangible assets and goodwill, for impairment. Goodwill and indefinite life intangible assets are subject
to impairment review at least annually. Other long-lived assets are reviewed when there is an indication that impairment may have occurred.
Impairment testing under U.S. GAAP, subject to downturns in our operating results and financial condition, may lead to impairment charges
in the future. Any significant impairment charges could have a material adverse effect on our results of operations.
If we fail to manage our growth, our business could be disrupted
and our profitability will likely decline.
We have experienced rapid growth during recent
years, through both acquisitions and organically. The number of our employees over the last five years increased from 1,181 as of December
31, 2014 to 3,039 as of December 31, 2020 and may increase further as we aim to enhance our businesses. This increase may significantly
strain our management and other operational and financial resources. In particular, continued headcount growth increases the integration
challenges involved in:
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Recruiting, training and retaining skilled technical,
marketing and management personnel;
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Maintaining high quality standards;
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Preserving our corporate culture, values and entrepreneurial
environment;
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Developing and improving
our internal administrative infrastructure, particularly our financial, operational, communications and other internal controls;
and
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Maintaining high levels of customer satisfaction;
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The rapid execution necessary to exploit the
market for our business model requires an effective planning and management process. Our systems, procedures or controls may not be adequate
to support the growth in our operations, and our management may not be able to achieve the rapid execution necessary to exploit the market
for our business model. Our future operating results will also depend on our ability to expand our development, sales and marketing organizations.
If we are unable to manage growth effectively, our profitability will likely decline.
We derive a significant portion of our
revenues from independent distributors who are under no obligation to purchase our products and the loss of such independent distributors
could adversely affect our business, results of operations and financial condition.
We sell our products and packaged software solutions
through our own direct sales representatives and offices, as well as through third parties that in the case of our development platforms
(Magic xpa, AppBuilder and Magic SmartUX) use our technology to develop and sell solutions to their customers (ISVs) and through system
integrators. The ISVs then sell the applications they develop on the Magic xpa, AppBuilder or Magic SmartUX application platforms to
end-users. In some regions, especially in Asia and Asia-Pacific, Central and Eastern Europe, Spain, Italy, South America, Africa and
a few countries in the Mediterranean area, we also sell our products and packaged software solutions through a broad distribution and
sales network, including independent regional distributers. We are dependent upon the acceptance of our products by our ISVs and independent
distributors and their active marketing and sales efforts. Typically, our arrangements with our independent distributors do not require
them to purchase specified amounts of products or prevent them from selling competitive products. Our ISVs may stop using our technology
to develop and sell solutions to end-users. Similarly, our independent distributors may not continue, or may not give a high priority
to, marketing and supporting our products. Our results of operations could be adversely affected by a decline in the number of ISVs utilizing
our technology and by changes in the financial condition, business, marketing strategies, local and global economic conditions, or results
of our independent distributors. If any of our distribution relationships are terminated, we may not be successful in replacing them
on a timely basis, or at all. In addition, we will need to develop new sales channels for new products, and we may not succeed in doing
so. Any changes in our distribution and sales channels, or our inability to establish effective distribution and sales channels for new
markets, could adversely impact our ability to sell our products and result in a loss of revenues and profits.
Changes in the ratio of our revenues generated
from different revenue elements may adversely affect our gross profit margins.
We derive our revenues from the sale of software
licenses, related professional services, maintenance and technical support as well as from other IT professional services. In recent
years the decline in our gross margin was affected by the change in proportion of our revenues generated from the sale of each of those
elements of our revenues. Our revenues from the sale of our software licenses, related professional services, maintenance and technical
support have higher gross margins than our revenues from IT professional and outsourcing services. Our software licenses revenues also
include the sale of third-party software licenses, which have a lower gross margin than sales of our proprietary software products. Any
increase in the portion of third-party software license sales out of total license sales will decrease our gross profit margin. If the
relative proportion of our revenues from the sale of IT professional services continues to increase as a percentage of our total revenues,
our gross profit margins may continue to decline in the future.
Our success depends in part upon the senior
members of our management and research and development teams, and our inability to attract and retain them or attract suitable replacements
could have a negative effect on our ability to operate our business.
We are dependent on the senior members of our
management and research and development teams. We do not maintain key man life insurance for any of the senior members of our management
and research and development teams. Competition for senior management in our industry is intense, and we may not be able to retain our
senior management personnel or attract and retain new senior management personnel in the future. The loss of one or more members of our
senior management and research and development teams could have a negative effect on our ability to attract and retain customers, execute
our business strategy and otherwise operate our business, which could reduce our revenues, increase our expenses and reduce our profitability.
We may encounter difficulties with our
international operations and sales that could adversely affect our business, results of operations and financial condition.
While our principal executive offices are located
in Israel, 63%, 62% and 60% of our sales in the years ended December 31, 2018, 2019 and 2020, respectively, were generated in other regions
and countries including, but not limited to the Americas, Europe, Japan, Asia-Pacific, India, and Africa. Our success in becoming a stronger
competitor in the sale of development application platforms, integration solutions, packaged software solutions and professional services
is dependent upon our ability to increase our sales in all our markets. Our efforts to increase our penetration into these markets are
subject to risks inherent to such markets, including the high cost of doing business in such locations. Our efforts may be costly and
they may not result in profits, which could adversely affect our business, results of operations and financial condition.
Our current international operation and our plans
to further expand our international operations subjects us to many risks inherent to international business activities, including:
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Limitations and disruptions
resulting from the imposition of government controls;
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Compliance with a wide
variety of foreign regulatory standards;
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Compliance with the U.S.
Foreign Corrupt Practices Act of 1977, as amended, or FCPA, particularly in emerging market countries;
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Import and export license
requirements, tariffs, taxes and other trade barriers;
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Political, social and economic
instability abroad, terrorist attacks and security concerns in general. For example, our operations in India may be adversely affected
by future political and other events in the region;
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Increased exposure to fluctuations
in foreign currency exchange rates;
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Complexity in our tax planning,
and increased exposure to changes in tax regulations in various jurisdictions in which we operate, which could adversely affect our
operating results and limit our ability to conduct effective tax planning;
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Increased financial accounting and reporting requirements
and complexities;
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Weaker protection of intellectual property rights in
some countries;
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Greater difficulty in safeguarding intellectual property;
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Increased management, travel,
infrastructure and legal compliance costs associated with having multiple international operations;
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Longer payment cycles and difficulties in enforcing
contracts and collecting accounts receivable;
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The need to localize our products and licensing programs
for international customers;
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Lack of familiarity with and unexpected changes in
foreign regulatory requirements;
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The burden of complying with a wide variety of foreign
laws and legal standards;
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The potential worsening
of the coronavirus outbreak on a global scale, which may cause customers to cancel projects with us, prevent potential future opportunities
for our business and harm our ability to maintain a healthy workforce that can implement our services and solutions offerings; and
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Multiple and possibly overlapping tax regimes.
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As we continue to expand our business globally,
our success will depend, largely, on our ability to anticipate and effectively manage these and other risks associated with our international
operations. Any of these risks could harm our international operations and reduce our international sales, adversely affecting our business,
results of operations, financial condition and growth prospects.
Our international operations expose us
to risks associated with fluctuations in currency exchange rates that could adversely affect our business.
Our financial statements are stated in U.S. dollars,
our functional currency. However, in the years ended December 31, 2018, 2019 and 2020, approximately 52%, 51% and 52% of our revenues,
respectively, were derived from sales outside the United States, particularly, Israel, Europe, Japan and Asia-Pacific, and Africa. We
also maintain substantial non-U.S. dollar balances of assets, including cash and accounts receivable, and liabilities, including accounts
payable and debts to banks and financial institutions. Similarly, a significant portion of our expenses, primarily salaries, related
personnel expenses, subcontractors expenses, interest expenses and the leases of our offices and related administrative expenses, were
incurred outside the United States. Therefore, fluctuations in the value of the currencies in which we do business relative to the U.S.
dollar, primarily NIS, euros and Japanese yen, may adversely affect our business, results of operations and financial condition, by decreasing
the U.S. dollar value of assets held in other currencies and increasing the U.S. dollar amount of liabilities payable in other currencies,
or by decreasing the U.S. dollar value of our revenues in other currencies and increasing the U.S. dollar amount of our expenses in other
currencies. Even if we use derivatives or engage in any currency-hedging transactions intended to reduce the effect of fluctuations of
foreign currency exchange rates on our financial position and results of operations, there can be no assurance that any such hedging
transactions will materially reduce the effect of fluctuation in foreign currency exchange rates on such results. In addition, if for
any reason exchange or price controls or other restrictions on the conversion of foreign currencies were imposed, our financial position
and results of operations could be adversely affected.
Breaches of network or information technology security, natural
disasters or terrorist attacks could have an adverse effect on our business.
Cyber-attacks or other breaches of network or
IT security, natural disasters, terrorist acts or acts of war may cause equipment failures or disrupt our systems and operations. We
may be subject to attempts to breach the security of our networks and IT infrastructure through cyber-attack, malware, computer viruses
and other means of unauthorized access, which could also impact the operation of our products and services. The potential liabilities
associated with these events could exceed the insurance coverage we maintain. Our inability to operate our facilities as a result of
such events, even for a limited period of time, may result in significant expenses or loss of market share to other competitors in the
defense electronics market. In addition, a failure to protect the privacy of customer and employee confidential data against breaches
of network or IT security could result in damage to our reputation. We have experienced and defended against certain threats to our systems
and security (such as fishing attempts), none of which have had a material adverse effect on our business or operations to date. However,
we could incur significant costs in order to investigate and respond to future attacks, to respond to evolving regulatory oversight requirements,
to upgrade our cybersecurity systems and controls, and to remediate security compromise or damage. In response to past threats and attacks,
we have implemented further controls and planned for other preventative actions to further strengthen our systems against future attacks.
However, we cannot assure you that such measures will provide absolute security, that we will be able to react in a timely manner, or
that our remediation efforts following past or future attacks will be successful. Consequently, our financial performance and results
of operations would be materially adversely affected.
Maintaining the security of our products, computers
and networks is a critical issue for our customers and us. Security researchers, criminal hackers and other third parties regularly develop
new techniques to penetrate computer and network security measures. In addition, hackers also develop and deploy viruses, worms and other
malicious software programs, some of which may be specifically designed to attack our products, systems, computers or networks. Additionally,
outside parties may attempt to fraudulently induce our employees or users of our products to disclose sensitive information in order
to gain access to our data or our customers’ data. These potential breaches of our security measures and the accidental loss, inadvertent
disclosure or unauthorized dissemination of proprietary information or sensitive, personal or confidential data about us, our employees
or our customers, including the potential loss or disclosure of such information or data as a result of hacking, fraud, trickery or other
forms of deception, could expose us, our employees, our customers or the individuals affected to a risk of loss or misuse of this information,
result in litigation and potential liability or fines for us, damage our brand and reputation or otherwise harm our business. These risks
are persistent and likely will increase as we continue to grow our cloud offerings and services and store and process increasingly large
amounts of our customers’ confidential information and data. We also may acquire companies, products, services and technologies
and inherit such risks when we integrate these acquisitions within our company. Further, as regulatory focus on privacy issues continues
to increase and become more complex, these potential risks to our business will intensify. Changes in laws or regulations associated
with the enhanced protection of certain types of sensitive data could greatly increase our cost of providing our products and services.
Regulation of the internet and telecommunications,
privacy and data security may adversely affect sales of our products and result in increased compliance costs.
As internet commerce continues to evolve, increasing
regulation by federal, state or foreign agencies and industry groups becomes more likely. For example, we believe increased regulation
is likely with respect to the solicitation, collection, processing or use of personal, financial and consumer information as regulatory
authorities around the world are considering a number of legislative and regulatory proposals concerning data protection, privacy and
data security. In addition, the interpretation and application of consumer and data protection laws and industry standards in the United
States, Europe and elsewhere are often uncertain and in flux.
Many jurisdictions continue to consider the need
for greater regulation or reform to the existing regulatory framework. In the U.S., all 50 states have now passed laws to regulate the
actions that a business must take in the event of a data breach, such as prompt disclosure and notification to affected users and regulatory
authorities. In addition to the data breach notification laws, some states have also enacted statutes and rules requiring businesses
to reasonably protect certain types of personal information they hold or to otherwise comply with certain specified data security requirements
for personal information. The U.S. federal and state governments will likely continue to consider the need for greater regulation aimed
at restricting certain uses of personal data for targeted advertising. Additionally, California recently enacted the California Consumer
Privacy Act, or CCPA, it creates new individual privacy rights for consumers (as that word is broadly defined in the law) and places
increased privacy and security obligations on entities handling personal data of consumers or households. The CCPA, which went into effect
on January 1, 2020, requires covered companies to provide new disclosures to California consumers, and provides such consumers new ways
to opt-out of certain sales of personal information. The CCPA provides for civil penalties for violations, as well as a private right
of action for data breaches that is expected to increase data breach litigation. The CCPA may increase our compliance costs and potential
liability. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the
U.S., which could increase our potential liability and adversely affect our business.
In particular, our European activities are subject
to the European Union General Data Protection Regulation, or GDPR, which create additional compliance requirements for us. GDPR broadens
the scope of personal privacy laws to protect the rights of European Union citizens and requires organizations to report on data breaches
within 72 hours and be bound by more stringent rules for obtaining the consent of individuals on how their data can be used. GDPR took
effect on May 25, 2018 and non-compliance may expose entities such as our company to significant fines or other regulatory claims. While
we have invested in, and intend to continue to invest in, reasonably necessary resources to comply with these new standards, to the extent
that we fail to adequately comply, that failure could have an adverse effect on our business, financial conditions, results of operations
and cash flows.
In China, the PRC Cybersecurity Law, which became
effective in June 2017, leaves substantial uncertainty as to the circumstances and standard under which the law would apply and violations
would be found.
The application of existing laws to cloud-based
solutions is particularly uncertain and cloud-based solutions may be subject to further regulation, the impact of which cannot be fully
understood at this time. Moreover, these laws may be interpreted and applied in a manner that is inconsistent with our data and privacy
practices. If so, in addition to the possibility of fines, this could result in an order requiring that we change our data and privacy
practices, which could have an adverse effect on our business and results of operations. Complying with these various laws could cause
us to incur substantial costs or require us to change our business practices in a manner adverse to our business. In addition, any new
regulation, or interpretation of existing regulation, imposing greater fees or taxes on internet-based services, or restricting information
exchange over the Web, could result in a decline in the use and adversely affect sales of our products and our results of operations.
Errors or defects in our software solutions
could inevitably arise and would harm our profitability and our reputation with customers, and could even give rise to claims against
us.
The quality of our solutions, including new,
modified or enhanced versions thereof, is critical to our success. Since our software solutions are complex, they may contain errors
that cannot be detected at any point in their testing phase. While we continually test our solutions for errors or defects and work with
customers to identify and correct them, errors in our technology may be found in the future. Testing for errors or defects is complicated
because it is difficult to simulate the breadth of operating systems, user applications and computing environments that our customers
use, and our solutions themselves are increasingly complex. Errors or defects in our technology have resulted in terminated work orders
and could result in delayed or lost revenue, diversion of development resources and increased services, termination of work orders, damage
to our brand and warranty and insurance costs in the future. In addition, time-consuming implementations may also increase the number
of services personnel we must allocate to each customer, thereby increasing our costs and adversely affecting our business, results of
operations and financial condition.
In addition, since our customers rely on our
solutions to operate, monitor and improve the performance of their business processes, they are sensitive to potential disruptions that
may be caused by the use of, or any defects in, our software. As a result, we may be subject to claims for damages related to software
errors in the future. Liability claims could require us to spend significant time and money in litigation or to pay significant damages.
Regardless of whether we prevail, diversion of key employees’ time and attention from our business, the incurrence of substantial
expenses and potential damage to our reputation might result. While the terms of our sales contracts typically limit our exposure to
potential liability claims and we carry errors and omissions insurance against such claims, there can be no assurance that such insurance
will continue to be available on acceptable terms, if at all, or that such insurance will provide us with adequate protection against
any such claims. A significant liability claim against us could have a material adverse effect on our business, results of operations
and financial position. Our standard license agreement with our customers contains provisions designed to limit our exposure to potential
product liability claims that may not be effective or enforceable under the laws of some jurisdictions. In addition, the professional
liability insurance that we maintain may not be sufficient against potential claims. Accordingly, we could fail to realize revenues and
suffer damage to our reputation as a result of, or in defense of, a substantial claim.
Third parties have in the past, and may
in the future, claim that we infringe upon their intellectual property rights and such claims could harm our business.
The software industry is characterized by the
existence of a large number of patents and frequent claims and related litigation regarding patents and other intellectual property rights.
In particular, leading companies in the software industry own large numbers of patents, copyrights, trademarks and trade secrets, which
they may use to assert claims against us. From time to time, third parties, including certain of these leading companies, may assert
patent, copyright, trademark or other intellectual property claims against us, our customers and partners, and those from whom we license
technology and intellectual property.
Although we believe that our products and services
do not infringe upon the intellectual property rights of third parties, we cannot assure you that third parties will not assert infringement
or misappropriation claims against us with respect to current or future products or services, or that any such assertions will not require
us to enter into royalty arrangements or result in costly litigation, or result in us being unable to use certain intellectual property.
We cannot assure you that we are not infringing or otherwise violating any third-party intellectual property rights. Infringement assertions
from third parties may involve patent holding companies or other patent owners who have no relevant product revenues, and therefore our
own issued and pending patents may provide little or no deterrence to these patent owners in bringing intellectual property rights claims
against us.
Any intellectual property infringement or misappropriation
claim or assertion against us, our customers or partners, and those from whom we license technology and intellectual property could have
a material adverse effect on our business, financial condition, reputation and competitive position regardless of the validity or outcome.
If we are forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out
of court, or are determined in our favor, we may be required to expend significant time and financial resources on the defense of such
claims. Furthermore, an adverse outcome of a dispute may require us to pay damages, potentially including treble damages and attorneys’
fees, if we are found to have willfully infringed on a party’s intellectual property; cease making, licensing or using our products
or services that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources
to redesign our products or services; enter into potentially unfavorable royalty or license agreements in order to obtain the right to
use necessary technologies or works; and to indemnify our partners, customers, and other third parties. Royalty or licensing agreements,
if required or desirable, may be unavailable on terms acceptable to us, or at all, and may require significant royalty payments and other
expenditures. Any of these events could seriously harm our business, results of operations and financial condition. In addition, any
lawsuits regarding intellectual property rights, regardless of their success, could be expensive to resolve and divert the time and attention
of our management and technical personnel.
Although we apply measures to protect our intellectual property
rights and our source code, there can be no assurance that the measures that we employ to do so will be successful.
In accordance with industry practice, since we
have no registered patents on our software solution technologies, we rely on a combination of contractual provisions and intellectual
property law to protect our proprietary technology. We believe that due to the dynamic nature of the computer and software industries,
copyright protection is less significant than factors such as the knowledge and experience of our management and personnel, the frequency
of product enhancements and the timeliness and quality of our support services. We seek to protect the source code of our products as
trade secret information and as unpublished copyright works. We also rely on security and copy protection features in our proprietary
software. We distribute our products under software license agreements that grant customers a personal, non-transferable license to use
our products and contain terms and conditions prohibiting the unauthorized reproduction or transfer of our products. In addition, while
we attempt to protect trade secrets and other proprietary information through non-disclosure agreements with employees, consultants and
distributors, not all of our employees have signed invention assignment agreements. Although we intend to protect our rights vigorously,
there can be no assurance that these measures will be successful. Our failure to protect our rights, or the improper use of our products
by others without licensing them from us could have a material adverse effect on our results of operations and financial condition.
Our customers and we rely on technology
and intellectual property of third-parties, the loss of which could limit the functionality of our products and disrupt our business.
We use technology and intellectual property licensed
from unaffiliated third-parties in certain of our products, and we may license additional third-party technology and intellectual property
in the future. Any errors or defects in this third-party technology and intellectual property could result in errors that could harm
our brand and business. In addition, licensed technology and intellectual property may not continue to be available on commercially reasonable
terms, or at all. The loss of the right to license and distribute this third-party technology could limit the functionality of our products
and might require us to redesign our products.
Further, although we believe that there are currently
adequate replacements for the third-party technology and intellectual property we presently use and distribute, the loss of our right
to use any of this technology and intellectual property could result in delays in producing or delivering affected products until equivalent
technology or intellectual property is identified, licensed or otherwise procured, and integrated. Our business would be disrupted if
any technology and intellectual property we license from others or functional equivalents of this software were either no longer available
to us or no longer offered to us on commercially reasonable terms. In either case, we would be required either to attempt to redesign
our products to function with technology and intellectual property available from other parties or to develop these components ourselves,
which would result in increased costs and could result in delays in product sales and the release of new product offerings. Alternatively,
we might be forced to limit the features available in affected products. Any of these results could harm our business and impact our
results of operations.
We could be required to provide the source code of our products
to our customers.
Some of our customers have the right to require
the source code of our products to be deposited into a source code escrow. Under certain circumstances, our source code could be released
to our customers. The conditions triggering the release of our source code vary by customer. A release of our source code would give
our customers access to our trade secrets and other proprietary and confidential information that could harm our business, results of
operations and financial condition. A few of our customers have the right to use the source code of some of our products based on the
license agreements signed with such clients (mostly with respect to older versions of our solutions), although such use is limited for
specific matters and cases, these clients are exposed to some of our trade secrets and other proprietary and confidential information
which could harm us.
Some of our services and technologies may
use “open source” software, which may restrict how we use or distribute our services or require that we release the source
code of certain products subject to those licenses.
Some of our services and technologies may incorporate
software licensed under so-called “open source” licenses, including, but not limited to, the GNU General Public License and
the GNU Lesser General Public License. In addition to risks related to license requirements, usage of open source software can lead to
greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on
origin of the software. Additionally, open source licenses typically require that source code subject to the license be made available
to the public and that any modifications or derivative works to open source software continue to be licensed under open source licenses.
These open source licenses typically mandate that proprietary software, when combined in specific ways with open source software, become
subject to the open source license. If we combine our proprietary software with open source software, we could be required to release
the source code of our proprietary software.
We take steps to ensure that our proprietary
software is not combined with, and does not incorporate, open source software in ways that would require our proprietary software to
be subject to an open source license. However, few courts have interpreted open source licenses, and the manner in which these licenses
may be interpreted and enforced is therefore subject to some uncertainty. Additionally, we rely on multiple software programmers to design
our proprietary technologies, and although we take steps to prevent our programmers from including open source software in the technologies
and software code that they design, write and modify, we do not exercise complete control over the development efforts of our programmers
and we cannot be certain that our programmers have not incorporated open source software into our proprietary products and technologies
or that they will not do so in the future. In the event that portions of our proprietary technology are determined to be subject to an
open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion
of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value
of our services and technologies and materially and adversely affect our business, results of operations and prospects.
Under applicable employment laws, we may
not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise
of some of our former employees.
We generally enter into non-competition agreements
with our employees. These agreements prohibit our employees from competing directly with us or working for our competitors or clients
for a limited period after they cease working for us. We may be unable to enforce these agreements under the laws of the jurisdictions
in which our employees work and it may be difficult for us to restrict our competitors from benefiting from the expertise that our former
employees or consultants developed while working for us. For example, Israeli courts have required employers seeking to enforce non-compete
undertakings of a former employee to demonstrate that the competitive activities of the former employee will harm one of a limited number
of material interests of the employer that have been recognized by the courts, such as the secrecy of a company’s confidential
commercial information or the protection of its intellectual property. If we cannot demonstrate that such interests will be harmed, we
may be unable to prevent our competitors from benefiting from the expertise of our former employees or consultants and our ability to
remain competitive may be diminished.
Our business may be materially affected
by changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the uncertainty surrounding
their potential effects, could adversely affect our results of operations and share price.
As a multinational corporation, we are subject
to income taxes, withholding taxes and indirect taxes in numerous jurisdictions worldwide. Significant judgment and management attention
and resources are required in evaluating our tax positions and our worldwide provision for taxes. In the ordinary course of business,
there are many activities and transactions for which the ultimate tax determination is uncertain. In addition, our tax obligations and
effective tax rates could be adversely affected by changes in the relevant tax, accounting, and other laws, regulations, principles and
interpretations. This may include recognizing tax losses or lower than anticipated earnings in jurisdictions where we have lower statutory
rates and higher than anticipated earnings in jurisdictions where we have higher statutory rates, changes in foreign currency exchange
rates, or changes in the valuation of our deferred tax assets and liabilities.
We may be audited in various jurisdictions, and
such jurisdictions may assess additional taxes against us. If we experience unfavorable results from one or more such tax audits, there
could be an adverse effect on our tax rate and therefore on our net income. Although we believe our tax estimates are reasonable, the
final determination of any tax audits or litigation could be materially different from our historical tax provisions and accruals, which
could have a material adverse effect on our operating results or cash flows in the period or periods for which a determination is made.
Additionally, we are subject to transfer pricing rules and regulations, including those relating to the flow of funds between us and
our affiliates, which are designed to ensure that appropriate levels of income are reported in each jurisdiction in which we operate.
Certain of our credit facility agreements
with banks and other financial institutions are subject to a number of restrictive covenants that, if breached, could result in acceleration
of our obligation to repay our debt.
In the context of our engagements with banks
and other financial institutions for receiving various credit facilities, we have undertaken to maintain a number of conditions and limitations
on the manner in which we can operate our business, including a negative pledge and limitations on our ability to distribute dividends.
These credit facilities agreements also contain various financial covenants that require us to maintain certain financial ratios related
to shareholders’ equity, total rate of financial liabilities and minimum outstanding balance of total cash and short-term investments.
These limitations and covenants may force us to pursue less than optimal business strategies or forego business arrangements that could
have been financially advantageous to us and, by extension, to our shareholders. A breach of the restrictive covenants could result in
the acceleration of our obligations to repay our debt. As of December 31, 2020, we were in compliance with all of our financial covenants
to banks and other financial institutions. See Note 12 to our consolidated financial statements for additional information on liabilities
to banks and other financial institutions.
Increasing scrutiny and changing expectations from investors,
lenders, customers and other market participants with respect to our Environmental, Social and Governance, or ESG, policies may impose
additional costs on us or expose us to additional risks.
Companies across all industries are facing increasing
scrutiny relating to their ESG policies. Investors, lenders and other market participants are increasingly focused on ESG practices and
in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism
related to ESG may hinder our access to capital, as investors and lenders may reconsider their capital investment allocation as a result
of their assessment of our ESG practices. If we do not adapt to or comply with investor, lender or other industry shareholder expectations
and standards, which are evolving, or if we are perceived to have not responded appropriately to the growing concern for ESG issues,
regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition
and the price of our company’s shares could be materially and adversely affected.
If we are unable to maintain effective
internal control over financial reporting in accordance with Sections 302 and 404(a) of the Sarbanes-Oxley Act of 2002, the reliability
of our financial statements may be questioned and our share price may suffer.
The Sarbanes-Oxley Act of 2002 imposes certain
duties on us and on our executives and directors. To comply with this statute, we are required to document and test our internal control
over financial reporting, and our independent registered public accounting firm must issue an attestation report on our internal control
procedures, and our management is required to assess and issue a report concerning our internal control over financial reporting. Our
efforts to comply with these requirements have resulted in increased general and administrative expenses and a diversion of management
time and attention, and we expect these efforts to require the continued commitment of significant resources. We may identify material
weaknesses or significant deficiencies in our assessments of our internal controls over financial reporting. Failure to maintain effective
internal control over financial reporting could result in investigation or sanctions by regulatory authorities, and could adversely affect
our operating results, investor confidence in our reported financial information and the market price of our Ordinary Shares.
Risks Related to Our Ordinary Shares
Our Ordinary Shares are traded on more than one market and this
may result in price variations.
Our Ordinary Shares are traded primarily on the
NASDAQ Global Select Market and on the TASE. Trading of our Ordinary Shares on these markets is made in different currencies (U.S. dollars
on the NASDAQ Global Select Market and NIS on the TASE) and at different times (resulting from different time zones, different trading
days and different public holidays in the United States and Israel). Consequently, the trading prices of our Ordinary Shares on these
two markets may differ. Any decrease in the trading price of our Ordinary Shares on one of these markets could cause a decrease in the
trading price of our Ordinary Shares on the other market.
There is relatively limited trading volume for our shares, which
reduces liquidity for our shareholders, and may cause the share price to be volatile, all of which may lead to losses by investors.
There has historically been limited trading volume
in our Ordinary Shares, both on the NASDAQ Global Select Market and the TASE, which results in reduced liquidity for our shareholders.
As a further result of the limited volume, our Ordinary Shares have experienced significant market price volatility in the past and may
experience significant market price and volume fluctuations in the future, in response to factors such as announcements of developments
related to our business, announcements by competitors, quarterly fluctuations in our financial results and general conditions in the
industry in which we compete.
We are a foreign private issuer under the
rules and regulations of the SEC and are therefore exempt from a number of rules under the Exchange Act and are permitted to file less
information with the SEC than a domestic U.S. reporting company, which reduces the level and amount of disclosure that you receive.
As a foreign private issuer under the Exchange
Act, we are exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural
requirements for proxy solicitations. Moreover, we are not required to file periodic reports and financial statements with the SEC as
frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act; and are not required to comply
with Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, our officers,
directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section
16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our Ordinary Shares. Accordingly,
you receive less information about our company than you would receive about a domestic U.S. company, and are afforded less protection
under the U.S. federal securities laws than you would be afforded in holding securities of a domestic U.S. company.
As a foreign private issuer whose shares are
listed on the NASDAQ Global Select Market, we are permitted to follow certain home country corporate governance practices instead of
certain requirements of the NASDAQ Stock Market Rules. Among other things, as a foreign private issuer we may also follow home country
practice with regard to, the composition of the board of directors, director nomination procedure, compensation of officers and quorum
at shareholders’ meetings. In addition, we may follow our home country law, instead of the NASDAQ Stock Market Rules, which require
that we obtain shareholder approval for certain dilutive events, such as for the establishment or amendment of certain equity based compensation
plans, an issuance that will result in a change of control of the company, certain transactions other than a public offering involving
issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company. Accordingly, our
shareholders may not be afforded the same protection as provided under NASDAQ’s corporate governance rules. In addition, as foreign
private issuer, we are not required to file quarterly reviewed financial statements. A foreign private issuer that elects to follow a
home country practice instead of such requirements must submit to NASDAQ in advance a written statement from an independent counsel in
such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws. In
addition, a foreign private issuer must disclose in its annual reports filed with the SEC each such requirement that it does not follow
and describe the home country practice followed by the issuer instead of any such requirement.
Our controlling shareholder, Formula Systems
(1985) Ltd., beneficially owns approximately 45.53% of our outstanding Ordinary Shares and therefore has a controlling influence over
matters requiring shareholder approval, which could delay or prevent a change of control that may benefit our public shareholders.
Formula Systems (1985) Ltd., or Formula Systems
(symbol: FORTY), an Israeli company whose shares trade on the NASDAQ Global Select Market and the TASE, directly owned 22,324,434 or
45.54%, of our outstanding Ordinary Shares as of December 31, 2020. Asseco Poland S.A., or Asseco, a Polish company listed on Warsaw
Stock Exchange, owns 25.60% of the outstanding shares of Formula Systems as of December 31, 2020. Guy Bernstein, our Chief Executive
Officer who is also the Chief Executive Officer of Formula Systems, owns 11.89% of the outstanding shares of Formula Systems, as of December
31, 2020. In addition, on October 4, 2017 Asseco entered into a shareholders agreement, which was amended on September 7, 2020, with
Mr. Bernstein, under which agreement Asseco has been granted an irrecoverable proxy to vote an additional 1,817,973 Ordinary Shares of
Formula, thereby effectively giving Asseco beneficial ownership (voting power) over an aggregate of 37.49% of Formula’s outstanding
ordinary share. Therefore, based on the foregoing beneficial ownership by each of Formula and Asseco, each of Formula and Asseco may
be deemed to directly or indirectly (as appropriate) control us.
Although transactions between us and our controlling
shareholders are subject to special approvals under Israeli law, Formula and Asseco may exercise their controlling influence over our
operations and business strategy and use their sufficient voting power to control the outcome of various matters requiring shareholder
approval. These matters may include:
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The composition of our
board of directors, which has the authority to direct our business and to appoint and remove our officers;
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Approving or rejecting a merger, consolidation or other
business combination;
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Raising future capital; and
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Amending our Articles, which govern the rights attached
to our Ordinary Shares.
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This concentration of ownership of our Ordinary
Shares could delay or prevent proxy contests, mergers, tender offers, open-market purchase programs or other purchases of our Ordinary
Shares that might otherwise give one the opportunity to realize a premium over the then-prevailing market price of our Ordinary Shares.
This concentration of ownership may also adversely affect our share price.
We may be classified as a passive foreign investment company,
or PFIC, which would subject our U.S. investors to adverse tax rules .
U.S. holders of our Ordinary Shares may face
income tax risks. Based on the composition of our income, assets (including the value of our goodwill, going-concern value or any other
unbooked intangibles, which may be determined based on the price of the ordinary shares), and operations, we believe we will not be classified
as a “passive foreign investment company”, or PFIC, for the 2020 taxable year. However, because PFIC status is based on our
income, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC
for our current taxable year or future taxable years until after the close of the applicable taxable year. Moreover, we must determine
our PFIC status annually based on tests that are factual in nature, and our status in the current year and future years will depend on
our income, assets and activities in each of those years and, as a result, cannot be predicted with certainty as of the date hereof.
Furthermore, fluctuations in the market price of our ordinary shares may cause our classification as a PFIC for the current or future
taxable years to change because the aggregate value of our assets for purposes of the asset test, including the value of our goodwill
and unbooked intangibles, generally will be determined by reference to the market price of our shares from time to time (which may be
volatile). The IRS or a court may disagree with our determinations, including the manner in which we determine the value of our assets
and the percentage of our assets that are passive assets under the PFIC rules. Therefore, there can be no assurance that we will not
be a PFIC for the current taxable year or for any future taxable year. Our treatment as a PFIC could result in a reduction in the after-tax
return to U.S. Holders (as defined below under Item 10E. “Additional Information – Taxation”) of our Ordinary Shares
and would likely cause a reduction in the value of such shares. A foreign corporation will be treated as a PFIC for U.S. federal income
tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income,”
or (2) at least 50% of the average value of the corporation’s gross assets produce, or are held for the production of, such “passive
income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange
of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection
with the active conduct of a trade or business. If we are treated as a PFIC, U.S. Holders of Ordinary Shares would be subject to a special
adverse U.S. federal income tax regime with respect to the income derived by us, the distributions they receive from us, and the gain,
if any, they derive from the sale or other disposition of their Ordinary Shares. U.S. Holders should carefully read Item 10E. “Additional
Information – Taxation” for a more complete discussion of the U.S. federal income tax risks related to owning and disposing
of our Ordinary Shares.
We have a history of quarterly fluctuations in our results of
operations and expect these fluctuations to continue.
We have experienced, and in the future may continue
to experience, significant fluctuations in our quarterly results of operations. Factors that may contribute to fluctuations in our quarterly
results of operations include:
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The size and timing of orders;
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The high level of competition that we encounter;
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The timing of our products
introductions or enhancements or those of our competitors or of providers of complementary products;
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Market acceptance of our new products, applications
and services;
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The purchasing patterns and budget cycles of our customers
and end-users;
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The mix of product sales;
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Fluctuations in currency exchange rates;
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General economic conditions; and
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The integration of newly acquired businesses.
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Our customers ordinarily require the delivery
of our license software solutions promptly after we accept their orders. With the exception of contracts for services and packaged software
solution projects, which normally would extend between nine to eighteen months, we usually do not have a backlog of orders for our products.
Consequently, revenues from our products in any quarter depend on orders received and products provided by us and accepted by the customers
in that quarter. A deferral in the placement and acceptance of any large order from one quarter to another or from one year to another
could adversely affect our results of operations for the respective quarter or year. Our customers sometimes require an acceptance test
for services and packaged software solutions projects we provide and as a result, we may have a significant backlog of orders arising
from those services and projects. Our revenues from services depend on orders received and services provided by us and accepted by our
customers in that quarter. If sales in any quarter or year do not increase correspondingly or if we do not reduce our expenses in response
to level or declining revenues in a timely fashion, our financial results for that period may be adversely affected. For these reasons,
quarter-to-quarter comparisons of our results of operations are not necessarily meaningful and you should not rely on the results of
our operations in any particular quarter as an indication of future performance.
Risks Related to Our Location in Israel
Political, economic and military instability
in Israel may disrupt our operations and negatively affect our business condition, harm our results of operations and adversely affect
our share price.
We are organized under the laws of the State
of Israel, and our principal executive offices and manufacturing and research and development facilities are located in Israel.
As a result, political, economic and military conditions affecting Israel directly influence us. Any major hostilities involving Israel,
a full or partial mobilization of the reserve forces of the Israeli army, the interruption or curtailment of trade between Israel and
its present trading partners, or a significant downturn in the economic or financial condition of Israel could adversely affect our business,
financial condition and results of operations.
Conflicts in North Africa and the Middle East,
including in Egypt and Syria that border Israel, have resulted in continued political uncertainty and violence in the region.
Efforts to improve Israel’s relationship with the Palestinian Authority have failed to result in a permanent solution, and there
have been numerous periods of hostility in recent years. In addition, relations between Israel and Iran continue to be seriously
strained, especially with regard to Iran’s nuclear program. Such instability may affect the economy, could negatively affect business
conditions and, therefore, could adversely affect our operations. To date, these matters have not had any material effect on our business
and results of operations; however, the regional security situation and worldwide perceptions of it are outside our control and there
can be no assurance that these matters will not negatively affect our business, financial condition and results of operations in the
future.
Furthermore, there are a number of countries,
primarily in the Middle East, as well as Malaysia and Indonesia, that restrict business with Israel or Israeli companies, and we are
precluded from marketing our products to these countries. Restrictive laws or policies directed towards Israel or Israeli businesses
may have an adverse impact on our operations, our financial results or the expansion of our business.
Our results of operations may be adversely affected by the obligation
of our personnel to perform military service.
Many of our executive officers and employees
in Israel are obligated to perform annual reserve duty in the Israeli Defense Forces and may be called for active duty under emergency
circumstances at any time. If a military conflict or war arises, these individuals could be required to serve in the military for extended
periods of time. Our operations could be disrupted by the absence for a significant period of one or more of our executive officers or
key employees or a significant number of other employees due to military service. Any disruption in our operations could adversely affect
our business.
We currently have the ability to benefit
from certain government tax benefits, which may be cancelled or reduced in the future.
We are currently eligible to receive certain
tax benefits under programs of the Government of Israel. In order to maintain our eligibility for these tax benefits, we must continue
to meet specific requirements. If we fail to comply with these requirements in the future, such tax benefits may be cancelled.
Service and enforcement of legal process on us and our directors
and officers may be difficult to obtain.
We are organized in Israel and some of our directors
and executive officers reside outside the United States. Service of process upon them may be difficult to effect within the United States.
Furthermore, most of our assets and the assets of some of our executive officers are located outside the United States. Therefore, a
judgment obtained against us or any of them in the United States, including one based on the civil liability provisions of the U.S. federal
securities laws may not be collectible in the United States and may not be enforced by an Israeli court. It also may be difficult for
you to assert U.S. securities law claims in original actions instituted in Israel.
Provisions of Israeli law may delay, prevent
or make difficult an acquisition of us, which could prevent a change of control and therefore depress the price of our shares.
Israeli corporate law regulates mergers, requires
tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors,
officers or significant shareholders and regulates other matters that may be relevant to these types of transactions. Furthermore, Israeli
tax considerations may make potential transactions unappealing to us or to some of our shareholders. These provisions of Israeli corporate
and tax law may have the effect of delaying, preventing or complicating a merger with, or other acquisition of, us. This could cause
our Ordinary Shares to trade at prices below the price for which third parties might be willing to pay to gain control of us. Third parties
who are otherwise willing to pay a premium over prevailing market prices to gain control of us may be unable or unwilling to do so because
of these provisions of Israeli law.
The rights and responsibilities of our
shareholders are governed by Israeli law and differ in some respects from the rights and responsibilities of shareholders under U.S.
law.
We are organized under Israeli law. The rights
and responsibilities of holders of our Ordinary Shares are governed by our memorandum of association, articles of association and by
Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical
U.S. corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith in exercising his or her rights
and fulfilling his or her obligations toward the company and other shareholders and to refrain from abusing his power in the company,
including, among other things, in voting at the general meeting of shareholders on certain matters. Israeli law provides that these duties
are applicable in shareholder votes at the general meeting with respect to, among other things, amendments to a company’s articles
of association, compensation policy, increases in a company’s authorized share capital, mergers and actions and transactions involving
interests of officers, directors or other interested parties which require the shareholders’ general meeting’s approval.
In addition, a controlling shareholder of an Israeli company or a shareholder who knows that he or she possesses the power to determine
the outcome of a vote at a meeting of our shareholders, or who has, by virtue of the company’s articles of association, the power
to appoint or prevent the appointment of an office holder in the company, or any other power with respect to the company, has a duty
of fairness toward the company. The Israeli Companies Law does not establish criteria for determining whether or not a shareholder has
acted in good faith.
ITEM 4.
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INFORMATION ON THE
COMPANY
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A.
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History
and Development of the Company
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Corporate details
Our legal and commercial name is Magic Software
Enterprises Ltd. We were organized and registered in Israel on February 10, 1983 and began operations in 1986. We are a public limited
liability company and operate under the provisions of the state of Israel. Our Ordinary Shares have been listed on the NASDAQ Global
Stock Market (symbol: MGIC) since our initial public offering in the United States on August 16, 1991. On January 3, 2011, our shares
were transferred to the NASDAQ Global Select Market. Since November 16, 2000, our Ordinary Shares have also traded on the Tel Aviv Stock
Exchange, or the TASE, and since December 15, 2011, our shares have been included in the TASE TA-125 Index.
Capital Transactions since January 1, 2018
On July 12, 2018, we issued 4,268,293 ordinary
shares at a price of $8.20 per share for a total of $34.6 million net of issuance expenses. 3,150,559 of the shares were issued to Israeli
institutional investors and 1,117,734 shares were issued to our controlling shareholder, Formula Systems (1985) Ltd.
On February 28, 2019, we acquired OnTarget Group
Inc. (“OnTarget”), a U.S. based full-services provider of software development services, for a total consideration of $12,456,000
of which $6 million was paid upon closing and the remaining amount constitutes a contingent payment depending on the future operating
results achieved by OnTarget between 2019 and 2022.
On April 1, 2019 we acquired PowWow Inc (“PowWow”),
creator of SmartUX™, a leading Low-Code development platform for mobilizing and modernizing enterprise business applications, for
a total consideration of $8.4 million, out of which $2 million is contingent on the future revenues achieved by PowWow between 2020 and
2023.
On June 30, 2019, we acquired NetEffects Inc
(“NetEffects”), a U.S. based full-services company, specializes in IT staffing and recruiting, for a total consideration
of $12.5 million, of which $9.4 million was paid upon closing and the remaining $3.1 million will be paid in three installments following
the first, second and third year anniversary.
On January 1, 2020, we acquired an additional
stake of 20.05% in our subsidiary, Roshtov Software Industries Ltd (“Roshtov”), an Israeli-based software company that is
a market leader in Israel in patient record information systems, for a total cash consideration of approximately $15 million, which was
paid upon closing. We currently hold 80.05% of Roshtov. We and Roshtov hold mutual call and put options for the remaining 19.95% interest
in Roshtov.
On April 15, 2020, we acquired an additional
stake of 10.17% in our subsidiary Comblack IT Ltd. (“Comblack”), an Israeli-based company that specializes in software professional
and outsource management services for mainframes and complex large-scale environments, for a total cash consideration of approximately
$ 3.6 million, of which $3 mllion was paid upon closing and the remaining is being paid over a period of up to 18 months. In addition
to the cash consideration, we have in place a contingent consideration mechanism according to which an additional amount may be paid
in the event Comblack meets certain income thresholds. If Comblack will not meet these milestones it will be required to pay back part
of the cash consideration. We currently hold an 80.2% stake in Comblack. Comblack holds a put option in respect to its remaining 19.8%
holding.
On May 7, 2020, we acquired Aptonet Inc (“Aptonet”), a
U.S.-based services company, specializes in IT staffing and recruiting, for a total consideration of $ 4,663,000 of which $ 3,663,000
was paid upon closing and the remaining $ 1 millionwill be paid in two installments, six and twelve months following the closing
date.
On September 2, 2020, we acquired Stockell Information Systems, Inc
(“Stockell”), a U.S.-based services company, specializes in IT staffing and recruiting, for a total consideration of $ 7,714,000,
of which $ 6,265,000 was paid upon closing and the remaining $ 1,449,000 will be paid twelve months following the closing date.
Our fixed assets capital expenditures for the
years ended December 31, 2018, 2019 and 2020 were approximately $ 0.9 million, $ 1.4 million, and $ 2.8 million, respectively. These
expenditures were principally for network equipment and computer hardware, as well as for vehicles, furniture, office equipment and leasehold
improvements.
We are a global provider of: (i) proprietary
application development and business process integration platforms, (ii) selected packaged vertical software solutions, as well as (iii)
a vendor of software services and IT outsourcing software services. We report our results on the basis of two reportable business segments:
software solutions (which include proprietary and non-proprietary software technology, maintenance and support and complementary services)
and IT professional services.
Our software solutions are used by customers
to develop, deploy and integrate on-premise, mobile and cloud-based business applications quickly and cost effectively. In addition,
our technology enables enterprises to accelerate the process of delivering business solutions that meet current and future needs and
allow customers to dramatically improve their business performance and return on investment. We also provide selected verticals with
a complete software solution.
We and our subsidiaries employ approximately
3,039 persons and operate through a network of over 3,000 independent software vendors, who we refer to as Magic Software Providers,
or MSP’s, and hundreds of system integrators, distributors, resellers, and consulting and OEM partners. Thousands of enterprises
in approximately 50 countries use our products and services.
Our software technology platforms
Throughout our history, we have traditionally
maintained two major lines of products, one is our application development platform, which today is known as Magic xpa Application Platform,
an evolution of our original metadata-based development platform; and the second is our application integration platform, Magic xpi Integration
Platform, originally introduced in 2003 under the name iBOLT. In December 2011, we acquired the AppBuilder development platform of BluePhoenix
Solutions Ltd., a leading provider of value-driven legacy IT modernization solutions. AppBuilder is a comprehensive application development
infrastructure used by many Fortune 1000 enterprises around the world. This enterprise application development environment is a powerful,
model-driven tool that enables development teams to build, deploy, and maintain large-scale, custom-built business applications. On April
2019, we acquired the SmartUX development platform of PowWow Inc., a leading Low-Code enterprise mobile development application platform
for citizen to professional developers to rapidly design, build, analyze, and run cross-platform mobile business applications.
Our software technology platforms consist of:
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Magic xpa Application Platform
- a proprietary application platform for developing and deploying Client Server/Mobile/Web business applications.
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AppBuilder Application
Platform - a proprietary application platform for building, deploying, and maintaining high-end, mainframe-grade business applications.
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Magic xpi Integration Platform - a proprietary platform
for application integration
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Magic xpc Integration Platform - hybrid integration
platform as a service (iPaaS).
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Magic SmartUX - a proprietary
low-code enterprise mobile development application platform for citizen to professional developers to rapidly design, build, analyze,
and run cross-platform mobile business applications.
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FactoryEye - a proprietary
high performance, low-code, flexible, hybrid platform for manufacturers based on existing infrastructure enabling real-time virtualizations
of all production data and advanced analytics (based on machine learning) for improved productivity and competitive advantage.
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Our vertical software packages
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Clicks™ –
offered by our Roshtov subsidiary, is a proprietary comprehensive core software solution for medical record information management
systems, used in the design and management of patient-file for managed care and large-scale healthcare providers. The platform is
connected to each provider clinical, administrative and financial data base system, residing at the provider’s central computer,
and allows immediate analysis of complex data with potentially real-time feedback to meet the specific needs of physicians, nurses,
laboratory technicians, pharmacists, front- and back-office professionals and consumers.
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Leap™ –
offered by our FTS subsidiary, is a proprietary comprehensive core software solution for BSS, including convergent charging, billing,
customer management, policy control, mobile money and payment software solutions for the telecommunications, content, Machine to
Machine/Internet of Things or M2M/IoT, payment and other industries.
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Hermes Solution
– offered by our Hermes Logistics Technologies Ltd. subsidiary, the Hermes Air Cargo Management System is a proprietary, state-of-the-art,
packaged software solution for managing air cargo ground handling. Our Hermes Solution covers all aspects of cargo handling, from
physical handling and cargo documentation through customs, seamless EDI communications, dangerous goods and special handling, tracking
and tracing, security and billing. Customers benefit through faster processing and more accurate billing, reporting and ultimately
enhanced revenue. The Hermes Solution is delivered on a licensed or fully hosted basis. Hermes recently supplemented its offering
with the Hermes Business Intelligence (HBI) solution, adding unprecedented data analysis capabilities and management-decision support
tools.
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HR Pulse – Offered
by our Pilat NAI, Inc. and Pilat Europe Ltd. subsidiaries, Pulse (now in its 10th release) is a proprietary tool for the
creation of customizable HCM solutions quickly and affordably. It has been used by Pilat to create products, such as Pilat Frist
and Pilat Professional, that provide “out of the box” SaaS solutions for organizations that implement Continuous Performance
and/or Talent Management.
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MBS Solution –
offered by our Complete Business Solutions Ltd. subsidiary, is a proprietary comprehensive core system for managing TV broadcast
channels.
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Our professional software and IT services
Our software professional services offerings
include a vast portfolio of professional services in the areas of infrastructure design and delivery, application development, technology
consulting planning and implementation services, support services, DevOps (Development & Operations), Mobile, Big Data and Analytical
BI, M/F, cloud computing for deployment of highly available and massively-scalable applications and APIs and supplemental IT outsourcing
services to a wide variety of companies, including Fortune 1000 companies. The technical personnel we provide generally supplement in-house
capabilities of our customers. We have extensive and proven experience with virtually all types of telecom infrastructure technologies
in wireless and wire-line as well as in the areas of infrastructure design and delivery, application development, project management,
technology planning and implementation services.
We have substantial experience in end-to-end
development of high-end software solutions, beginning with collection and analysis of system requirements, continuing with architecture
specifications and setup, to software implementation, component integration and testing. From concept to implementation, from application
of the ideas of startups requiring the early development of an application or a device, to somewhat larger, more established enterprises,
vendors or system houses who need our team of experts to take full responsibility for the development of their systems and products.
With our ability to draw on our pool of resources, comprised of hundreds of highly trained, skilled, educated and flexible engineers,
we adhere to timelines and budget and work in full transparency with our customers every step of the way to create a tailor-made and
cost-effective solution to answer all of our customers’ unique needs.
Our IT services subsidiaries consist of:
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Coretech Consulting Group LLC
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AllStates Consulting Services LLC
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Futurewave Systems, Inc.
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OnTarget Group Inc
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Aptonet Inc
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Stockell information systems Inc
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Partnerships and Alliances:
We continue to build on our existing strategic
partnerships that include partnerships with Oracle, JD Edwards, SAP, Salesforce.com, Microsoft, IBM and SugarCRM to enhance our mobile,
integration and cloud offerings.
In March 2018, following an extension of our
partnership with Salesforce, we included new features in our Magic xpi 4.7 to make the integration between Salesforce and other
systems even easier. By collaborating with Salesforce, we are significantly expanding our partners’ network and maximizing our
service offering to customers around the world, enabling them to better serve their customers via all channels by connecting to back-office
ERP and finance applications, and streamlining business processes across numerous applications. We have reached the status of Salesforce
Premier ISV partner, showing our high competence expert level, ensuring that all of our customers enterprise software is faultlessly
integrated.
We are an Oracle Platinum Partner holding an
Oracle Validated Integration status, a SAP Channel Gold Partner holding SAP Certified Integration status, an IBM Server Proven, and a
SYSPRO business partner, among others. We appear on the Salesforce AppExchange and are a featured partner on SugarCRM’s Sugar Exchange,
marketplaces for apps provided by partners. We continue to update and strengthen our relationships with these major IT partners by attending
partner events and by updating and certifying our Magic xpi connectors for each specific ecosystem.
In December 2018 we achieved Microsoft Gold Competency
and have maintained this elite status since then. Gold Competency is Microsoft’s highest level of partner certification reserved
for the top one percent of Microsoft elite partners worldwide who have demonstrated expertise and proven skills with a particular Microsoft
technology or service. In addition to that, we earned the Co-Sell Ready Status as a member in the Microsoft One Commercial Partner (OCP)
Program, Magic xpi, which maps data, automates business processes and connects apps, databases, APIs with built-in Microsoft connectors,
and Magic xpc, a 100% cloud-native, microservices-based integration platform are available on the Microsoft AppSource app store and are
listed on the Microsoft Azure Marketplace.
In May 2020, our CommIT Group, achieved AmazonAWS
SaaS Competency status. AWS SaaS Competency is designated to help customers find top AWS consulting partners with deep specialization
and experience in designing and building software-as-a-service solutions on AWS. Organizations are interested in software that is easy
to use, implement, and operate. They are looking to reduce time-to-value and obtain access to innovative product features and flexible
software procurement on a consumption or contractual basis. AWS SaaS Competency Partners follow Amazon Web Services (AWS) best practices
for designing and building SaaS solutions through their professional services practices. To qualify for the AWS SaaS Competency designation,
organizations have undergone rigorous technical validation by AWS Partner Solutions Architects and demonstrated proven customer success.
In recent years, Comm-IT has successfully led, developed and produced many SaaS solutions on AWS for companies across many business sectors,
including high-tech and startups, industrial and retail, and insurance and finance. Comm-IT’s unique, flexible R&D model, which
provides complete flexibility in determining the mix of experts, allows for full control of budgets and schedules throughout the development
project. In this framework, We accompany our clients in their digital journey and in their entry into the SaaS world, providing design
and build services for application environments or migration services for applications from existing models to cloud SaaS models. These
processes require software architecture, construction, and software development from both Digital and SaaS, all of which take into account
performance aspects, information security, scalability, infrastructure monitoring, customer experience and billing. Achieving AWS SaaS
Competency status allows us to expand our business offering and even accompany the organizational change for customers who are in the
process of transitioning to SaaS.
Industry Overview
In recent years, the number of available enterprise
applications has grown significantly which has led information system complexity within many organizations to a level that has obstructed
business progress and evolution, reduced business agility and led to significantly higher costs. We believe this complexity will continue
to increase in the future. Although it is not unusual for organizations to operate multiple applications, systems and platforms that
were created utilizing disparate programming languages, the complexity of these environments typically reduces an organization’s
operating flexibility, hinders decision-making processes and leads to costly inefficiencies and redundancies. When organizations seek
to swiftly change, update and upgrade IT assets to support new business processes or to cope with changes in business and regulatory
environments, they often find that the introduction and integration of new or upgraded business applications is more complex than expected,
requires significant implementation resources, takes a long time to implement and is costly. The proliferation of smartphones and mobile
platforms necessitates device-independent and future-proof business solutions for fast, simple, and cost-effective mobile deployment.
In addition, new cloud computing technologies present enterprises with an opportunity to realize greater agility and meaningful cost
savings to businesses, creating a growing need for further changes to enterprises’ IT applications and systems.
The pace of digital transformation is also accelerating
at companies all around the world. Customers are increasingly demanding an all-digital experience from the companies they do business
with. They seek instant gratification through real-time updates or instant customer service without having to talk to or wait for other
human beings. Employees are also pushing for a more digital experience in their workplaces. The confluence of these internal and external
forces is causing companies of all sizes to put digital transformation goals at the top of the agenda. It is becoming clearer that companies
will need to embrace and prioritize the creation of a digital operating environment to gain a competitive edge and be able to recruit
and maintain a talented employee base.
Manual coding and application development is
a complex and time-consuming process with an end result that is not guaranteed. The process requires constant iteration as bugs are discovered
and new features are integrated. In addition, the communication gap and general disconnect between developers and end-users are critical
shortcomings of manual coding that results in business applications that are less than ideally designed. Many of these problems can be
addressed by low-code and no-code development platforms. The enterprise application development software market consists of several application
development sub-segments and includes large dominant players such as IBM, Microsoft, Oracle, Salesforce, HP, CA Technologies and Compuware
as well as a large number of highly specialized vendors, with focused capabilities for specific vertical markets. Huge backlogs of enterprise
app development work and growing demand for apps coupled with shortage and expense of skilled programmers, is increasingly leading enterprises
to turn to low-code/no-code application development platforms that democratize the development process and give business users the ability
to develop applications themselves with minimal or no assistance from IT. Through the adoption of business applications, these business
users are increasingly looking for ways to automate manual workflows and become more efficient and effective by reallocating their time
to solving more complex business problems. Even IT resources and developers are using low-code development tools to increase their development
speed and reduce backlog. a growing market for low-code/no-code development platforms.
Although the market for low-code development
platforms is not new by any means, it has certainly started to gain more traction over the past couple of years and is expected to continue
its strong growth due to continued demand for applications and a shortage of skilled developers. Low-code development is a natural evolution
of rising abstraction levels in application development, which will eventually lead to viable cross-enterprise, highly scalable citizen
development and composition of applications. According to the Low-Code Development Platform Market Research Report published by Prescient
& Strategic Intelligence in August 2019, the market for low-code development platforms was valued at $5.6 billion in 2018 and is
expected to grow at a 45% compound annual growth rate to $52.3 billion in 2024. Based on Gartner’s, Magic Quadrant for Enterprise
Low Code Application Platforms, 8 August 2019, by 2024 low-code application platforms will be responsible for more than 65 percent of
all application development activity and three-quarters of large enterprises will be using at least four low-code development tools for
both IT application development and citizen development initiatives. Forester, in their Q1 2019 report on low-code platforms expects
low-code market to represent $21 billion in spending by 2022. The increasing need of digitalization and maturity of agile DevOps practices
are expected to enhance the use of low-code development platform market across the globe. Web application is considered as a face of
an organization and by using the low-code development platform organizations can roll out user-defined web-based applications quickly.
Instead of writing the programming language for the development of web-based applications, employees with less development experience
can also create sophisticated applications. For those who has relevant experience, this platform can ease out the daily work chores and
can even help them create more custom web-based applications by integrating already existing digital ecosystems. North America has the
presence of several prominent market players delivering low-code development platform and services to all end users in the region. The
US and Canada both have strong economic conditions and are expected to be major contributors to the growth of the low-code development
platform market. The geographical presence, significant research and development (R&D) activities, partnerships, and acquisitions
and mergers are the major factors for the deployment of low-code development platform and services.
The IT services segment of the market is comprised
of a broad array of specific segments such as infrastructure design and delivery, application development, technology consulting planning
and implementation services, support services and supplemental outsourcing services. In addition, IT professional services include quality
assurance, product engineering services and process consulting. The IT services segment is also undergoing a profound transition, with
some key trends that have accelerated recently. Growing demand for mobile and cloud-based applications as well as Big Data solutions
also entails more complex IT development and integration projects which management and implementation require a higher level of expertise,
In addition, the typical software-based projects of IT consulting have been gradually shifting towards software and technology-driven
solutions that can be embedded into clients’ systems, providing ongoing engagement services. This transition has been accentuated
by an underlying change in IT services sourcing processes: the need for a faster go-to-market process as well as constrained resources
in IT departments is resulting in greater influence by specific business units on the purchasing decision as opposed to the traditional
sourcing process. The traditional outsourcing business model of capacity on demand is also transitioning towards a model of capability
on demand. Information technology service buyers are increasingly looking at outcome-driven managed services with a tighter integration
between software, service and infrastructure.
We have identified the following trends that are relevant to the markets
we operate in:
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Increasingly complex
business integration: In recent years, enterprises operate multiple applications and platforms, using various programming languages,
resulting in complex enterprise information systems. Such systems and the ability to swiftly change, update, and upgrade them to
support new business processes are crucial to the enterprise’s ability to cope with changes in the business, economic and regulatory
environment. However, the introduction and integration of new business applications is complex, requires significant time and human
resources and entails significant and often unpredicted costs. Therefore, enterprises are in need of solutions that will facilitate
the rapid and seamless deployment of business applications.
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Reusing IT assets/enterprise
applications: In an increasingly dynamic technology, business and economic environment, organizations face mounting pressure
to continue to leverage their large IT investments in enterprise applications, such as ERP and CRM, while increasing their ability
to change business processes and support new ones. Tools to support lightweight yet rapid, iterative and modular development methodologies,
reusable architectures and application life-cycle management are primary drivers for spending on application development worldwide.
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Enterprise mobility: With the proliferation of smartphones and mobile platforms that support enterprise mobility, enterprise users now expect instant access to real-time information, a rich user experience, seamless integration with various enterprise systems and support to multiple mobile devices. As such, enterprises need to be able to develop device-independent and robust business solutions for fast and cost-effective mobile deployment.
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Cloud, Platform-as-a-Service
and Software-as-a-Service: Cloud, Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS) are each becoming a well-established
phenomenon in some areas of enterprise IT. Cloud-hosted applications continue to grow as alternatives to internally managed systems
as they deliver greater agility and meaningful cost savings to businesses. In addition, fast time-to-deployment, low cost-of-entry,
and adoption of pay-as-you-go models drive growing adoption of SaaS applications. In turn, SaaS applications enable the rapid construction,
deployment and management of some custom-built applications accessed as a service in the cloud. With more SaaS deployments, the need
for integration tools that bridge the cloud apps with on-premise application increases.
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Big Data: The amount
of digital information that is being generated by enterprises each year, across a number of diverse data sources and formats, is
growing rapidly. Enterprises are required to retain, process and analyze data to attain meaningful insights and gain competitive
advantages, and therefore require versatile and flexible tools in order to quickly and reliably process these increasingly large
amounts of data.
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IT Consulting: The
typical software-based projects of IT consulting have been gradually shifting towards software and technology-driven solutions that
can be embedded into clients’ systems, providing ongoing engagement services.
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Sourcing processes:
The need for a faster go-to-market process as well as constrained resources in IT departments is resulting in greater influence
by specific business units on the purchasing decision as opposed to the traditional sourcing process. The traditional outsourcing
business model of capacity on demand is also transitioning towards a model of capability on demand. Information technology service
buyers are increasingly looking at outcome-driven managed services with a tighter integration between software, service and infrastructure.
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Mobility & IT skills
shortage: Growth in mobility skills demand is outpacing organizations’ ability to keep up, resulting in mobile strategists
facing a skills shortage across the entire mobility ecosystem, with mobile application development skills in greatest demand. Poor
availability of skilled staff is driving mobile strategists to outsource many functions across the mobility ecosystem, including
application development and testing services. The increasing mobility skills gap will force mobile strategists to use a multifaceted
application development and delivery approach.
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Magic’s Software Solutions
Our software solutions enable enterprises to
accelerate the planning, development, deployment and integration of on-premise, mobile and cloud business applications that can be rapidly
customized to meet current and future needs. Our software solutions and complementary professional services empower customers to dramatically
improve their business performance and return on investment by enabling the cost-effective and rapid delivery, integration and mobilization
of business applications, systems and databases. Our technology and solutions are especially in demand when time-to-market considerations
are critical, budgets are tight, and integration is required with multiple platforms or applications, databases or existing systems and
business processes, as well as for RIA and SaaS applications. Our technology also provides the option to deploy our software capabilities
in the cloud, hosted in a web services cloud computing environment. We believe these capabilities provide organizations with a faster
deployment path and lower total cost of ownership. Our technology also allows developers to stage multiple applications before going
live in production.
Development communities are facing high complexity,
cost and extended pay-back periods in order to deliver cloud, RIAs, mobile and SaaS applications. Magic xpa, AppBuilder, Magic SmartUX,
Magic xpi and Magic xpc provide MSPs with the ability to rapidly build integrated applications in a more productive manner, deploy them
in multiple modes and architectures as needed, lower IT maintenance costs and speed time-to-market. Our solutions are comprehensive and
industry proven. These technologies can be applied to the entire software development market, from the implementation of micro-vertical
solutions, through tactical application modernization and process automation solutions, to enterprise spanning service-oriented architecture,
or SOA, migrations and composite applications initiatives. Unlike most competing platforms, we offer a coherent and unified toolset based
on the same proven metadata driven and rules-based declarative technology. Our low-code, metadata platforms consist of pre-compiled and
pre-written technical and administrative functions, which are essentially ready-made business application coding that enables developers
to bypass the intensive technical code-writing stage of application development and integration, concentrate on building the correct
logic for their apps and move quickly and efficiently to deployment. Through the use of metadata-driven platforms such as Magic xpa,
AppBuilder, Magic SmartUX, Magic xpi and Magic xpc, software vendors and enterprise customers can experience unprecedented cost savings
through fast and easy implementation and reduced project risk.
Our software technology solutions include application
platforms for developing and deploying specialized and high-end large-scale business applications and integration platforms that allow
the integration and interoperability of diverse solutions, applications and systems in a quick and efficient manner. These solutions
enable our customers to improve their business performance and return on investment by supporting the affordable and rapid delivery and
integration of business applications, systems and databases. Using our software solutions, enterprises and ISVs can accelerate time-to-market
by rapidly building integrated solutions, deploying them in multiple environments while leveraging existing IT resources. In addition,
our solutions are scalable and platform-agnostic, enabling our customers to build solutions by specifying their business logic requirements
in a commonly used language rather than in computer code, and to benefit from seamless platform upgrades and cross-platform functionality
without the need to re-write applications. Our technology also enables future-proof protection and supports current market trends such
as the development of mobile applications that can be deployed on a variety of smartphones and tablets, and cloud environments. In addition,
we also offer a variety of vertical-targeted products that are focused on the needs and requirements of specific growing markets. Certain
of these products were developed utilizing our application development platform.
We sell our solutions globally through our own
direct sales representatives and offices and through a broad sales distribution network, including independent country distributors,
independent service vendors that use our technology to develop and sell solutions to their customers, and system integrators. We also
offer software maintenance, support, training, and consulting services in connection with our products, thus aiding the successful implementation
of projects and assuring successful operation of the platforms once installed. We sell our integration solutions to customers using specific
popular software applications, such as SAP, Salesforce.com, IBM i (AS/400), Oracle JD Edwards, Microsoft SharePoint, Microsoft Dynamics,
SugarCRM and other eco-systems. As such, we enjoy a well-diversified client base across geographies and industries including oil &
gas companies, telecommunications groups, financial institutions, healthcare providers, industrial companies, public institutions and
international agencies.
The underlying principles and purpose of our technology are to provide:
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Simplicity –
the use of code-free/low code development tools instead of hard coding and multiple programming languages to solve critical and complex
challenges;
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Business focus –
the use of pre-compiled business logic and components eliminates repetitive, low level technical and coding tasks;
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Comprehensiveness –
the use of a comprehensive development and deployment platform offers a full end-to-end development, deployment and integration capability;
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Automation of mundane tasks – to accelerate
development and maintenance and reduce risk; and
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Interoperability – to support business
logic across multiple hardware and software platforms, operating systems and geographies.
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We offer three complementary application platforms
that address the wide spectrum of composite applications, Magic xpa, Magic SmartUX and AppBuilder. Our Magic xpi integration platform
and Magic xpc iPaaS solution delivers fast and simple integration and orchestration of business processes and applications. We gained
over 160 new customers in 2020 operating in a wide variety of industries, including financial services, life sciences, government, telecommunications,
energy and manufacturing.
Magic xpa Application Platform
Magic xpa Application Platform, our metadata
driven application platform, provides a simple, low code and cost-effective development and deployment environment that lets organizations
and MSPs quickly create user-friendly, enterprise-grade, multi-channel mobile and desktop business app that employ the latest advanced
functionalities and technologies. The Magic xpa Application Platform, formerly named uniPaaS, was first released in 2008 and is an evolution
of our original eDeveloper product, a graphical, rules-based and event-driven framework that offered a pre-compiled engine for database
business tasks and a wide variety of generic runtime services and functions which was released in 2001.
We have continually enhanced our Magic xpa application
platform to respond to major market trends such as the growing demand for cloud-based offerings including Rich Internet Applications
(RIA), mobile applications and SaaS. Accordingly, we have added new functionalities and extensions to our application platform, with
the objective of enabling the development of RIA, SaaS, mobile and cloud-enabled applications. SaaS is a business and technical model
for delivering software applications, similar to a phone or cable TV model, in which the software applications are installed and hosted
in dedicated data centers and users subscribe to these centers and use the applications over an internet connection. This model requires
the ability to deliver RIA. Magic xpa is a comprehensive RIA platform. It uses a single development paradigm that handles all ends of
the application development and deployment process including client and server partitioning and the inter-communicating layers.
Magic xpa offers customers the power to choose
how they deploy their applications, whether full client or web; on-premise or on-demand; in the cloud or behind the corporate firewall;
software or mobile or SaaS; global or local. Our Magic xpa Application Platform complies with event driven and service oriented architectural
principles. By offering technology transparency, this product allows customers to focus on their business requirements rather than technological
means. The Magic xpa single development paradigm significantly reduces the time and costs associated with the development and deployment
of cloud-based applications, including RIAs, mobile and SaaS. In addition, application owners can leverage their initial investment when
moving from full client mode to cloud mode, and modify these choices as the situation requires. Enterprises can use cloud-based Magic
xpa applications in a SaaS model and still maintain their databases in the privacy of their own data centers. It also supports most hardware
and operating system environments such as Windows, Unix, Linux and AS/400, as well as multiple databases and is interoperable with .NET
and Java technologies.
Magic xpa can be applied to the full range of
software development, from the implementation of micro-vertical solutions, through tactical application modernization and process automation
solutions, to enterprise spanning SOA migrations and composite applications initiatives. Unlike most competing platforms, we offer a
coherent and unified toolset based on the same proven metadata driven and rules based declarative technology, resulting in increased
cost savings through fast and easy implementation and reduced project risk.
Magic xpa enables organizations to differentiate
themselves from their competition through software-enabled digital transformation. With our platform, organizations can rapidly and easily
design, build and implement powerful, enterprise-grade custom applications through our intuitive, visual interface, with little or no
coding required. Our Solution ensures that applications developed on our platform can be immediately and natively deployed across a full
range of mobile and desktop devices with no additional customization, including desktop web browsers, tablets and mobile phones. We also
enable organizations to easily modify and enhance applications and automatically disseminate these updates across device types to ensure
that all users benefit from the most up-to-date functionality.
Key benefits of our platform include:
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Powerful applications
to solve critical and complex challenges. At the core of our platform is an advanced engine that enables the modeling, modification
and management of complex processes and business rules. Our heritage provides us with this differentiated understanding of complex
processes, and we have incorporated that expertise into our platform to enable the development of powerful applications. Organizations
have used our platform to launch new business lines, build large procurement systems, manage retail store layouts, conduct predictive
maintenance on field equipment and manage trading platforms, among a range of other use cases.
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Rapid and simple innovation
through our powerful platform. Our platform employs a low-code, intuitive, visual interface and pre-built development modules
that reduce the time required to build powerful and unique applications. Our platform automates the creation of forms, data flows,
records, reports and other software elements that would otherwise need to be manually coded or configured. This functionality greatly
reduces the iterative development process, allowing for real-time application optimization and ultimately shortening the time from
idea to deployment. In turn, organizations can better leverage scarce and costly developer talent to accomplish more digital transformation
objectives.
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Build once,
deploy everywhere. Our technology allows developers to build an application once and use it everywhere with the consistency of
experience and optimal performance levels that users expect. Applications developed on our platform can be immediately and natively
deployed across a full range of mobile and desktop devices with no additional customization, including desktop web browsers, tablets
and mobile phones.
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Deployment
flexibility to serve customer needs. Our platform can be installed in any cloud or on-premises, with organizations able to access
the same functionality and data sources in all cases. Our flexible deployment model also preserves a seamless path to future cloud
deployments for organizations initially choosing on-premises for their most sensitive workloads.
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Our approach to digital transformation goes beyond
simply enabling organizations to build custom applications fast. We empower decision makers to reimagine their products, services, processes
and customer interactions with software by removing much of the complexity and many of the challenges associated with traditional approaches
to software development. Because we make application development easy, organizations can build specific and competitively differentiated
functionality into applications to deliver enhanced user experiences and streamlined business operations.
In February 2018, we released Magic xpa 3.3 with
a more seamless and easier integration with Java, similar to the already existing integration with .NET, making the Magic xpa platform
even more robust. Along with that, we provided a new WS provider mechanism, built on Apache Axis2, enhancing our current WCF based capabilities.
In April 2018 and for the third consecutive year,
Magic Software’s Magic xpa application development platform gained top market share in license sales in the Japanese market. According
to the “Market Research for Next Generation Extra-Rapid Development Tools in 2018” published by MIC Research Institute Ltd.,
the Magic xpa Application Platform grew 2% achieving a 41% share of the Japanese market.
In August 2018, we released Magic xpa 4.0 with
its new Angular-based Web application framework that provides developers and Angular developers with the power to develop device-agnostic
and feature-packed Web applications. Magic xpa 4.0 decouples the business logic from the presentation of the apps providing developers
with the flexibility to use the Angular open-source platform with industry-standard state-of-the-art technologies, including HTML5, CSS,
and JavaScript for designer-quality screens, while benefiting from the productivity, security, and scalability capabilities provided
by our low-code development platform.
In addition, we further modernized our Integrated
Development Environment (IDE) by moving toward a full-fledged Visual Studio-based studio, offering our users an even more intuitive and
user-friendly experience.
During 2018, Magic xpa was listed in Gartner’s
Market Guide for Application Platforms report. In addition, Magic xpa was listed in the Forrester Wave™ for Mobile Low-Code Development
Platforms.
In 2020, Magic Software significantly enhanced
its new Angular based web client capabilities, provided GIT version control capability as an integral part of expanding its CI/CD overall
capabilities, as well as enhanced compare and merge functionality under its xpa 4.7 release.
AppBuilder Application Platform
AppBuilder, a platform we acquired in December
2011, is a proprietary development environment used for managing, maintaining and reusing complicated applications needed by large businesses.
It provides the infrastructure for enterprises worldwide, across several industries, with applications running millions of transactions
daily on legacy systems. Enterprises using AppBuilder can build, deploy and maintain large-scale custom-built business applications for
years without being dependent on any particular technology. The AppBuilder deployment environments include IBM mainframe, Unix, Linux
and Windows. AppBuilder is intended to increase productivity and agility in the creation and deployment of enterprise class computing.
AppBuilder follows the 4GL development paradigm
to help enterprises focus on the business needs and definition and overlook technical hurdles. AppBuilder developers define the business
roles and prior to deployment the code is generated from the development environment to the required run time environment. Several large
MSPs have utilized AppBuilder to build state of the art applications that are deployed through many large customers.
AppBuilder implements a model driven architecture
approach to application development. It provides the ability to design an application at the business modeling level and generate forward
to an application. AppBuilder has a platform-independent, business-rules language that enables generation to multiple platforms. It is
possible to generate the client part of an application as Java and the server part as COBOL. As businesses change, the server part can
be generated as Java without changing the application logic. Only a simple configuration option needs to be changed.
AppBuilder contains everything a development
environment needs to create any type of simple or complex business application with platform-independent functionality, including:
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System administration security controls for scope and
permissions;
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Migration, testing, and deployment functions;
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Architecture-independent development;
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An integrated toolset for designing, developing, and
deploying applications;
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Object-based components managed from host, server,
or client repositories;
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Support for Java/J2EE, COBOL, C#, and C programming
languages;
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An efficient, cross-platform code generation facility;
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Ready-to-use business logic and libraries;
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A remote prepare facility for mainframe development;
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Multiple language user interface support; and
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Magic xpi Integration Platform
Our Magic xpi integration platform (an evolution
of our original and formerly branded iBOLT platform, launched in 2003) is a graphical, wizard-based code-free solution delivering fast
and simple integration and orchestration of business processes and applications. Magic xpi allows businesses to more easily view, access,
and leverage their mission-critical information, delivering true enterprise application integration, or EAI, business process management,
or BPM, and SOA infrastructure. Increasing the usability and life span of existing legacy and other IT systems, Magic xpi allows fast
EAI, development and customization of diverse applications, systems and databases, assuring rapid return on invested capital and time-to-market,
increased profitability and customer satisfaction.
Magic xpi allows the integration and interoperability
of diverse solutions, including legacy applications, in a quick and efficient manner. In January 2010, we released Magic xpi 3.2 and
since then we have continued to develop the Magic xpi channel. We entered into agreements with additional system integrators, consultancies
and service providers, who acquired Magic xpi skills and offer Magic xpi licenses and related services to their customers. We also offer
special editions of Magic xpi with optimized and certified connectors for specific enterprise application vendor ecosystems, such as
SAP, Oracle JD Edwards, Microsoft SharePoint and Salesforce.com. These special editions contain specific features and pricing tailored
for these market sectors.
Our heritage as a veteran
player in the integration market provides us with a differentiated understanding and ability to automate complex processes, and we have
incorporated that expertise into our platform to enable the development of powerful business software. Magic xpi can leverage a complete
stack of automation technologies, applying the right automation approach for each specific use case.
Key benefits of our
platform include:
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Business Process Management.
At the core of our platform is an advanced engine that enables the modeling, modification and management of complex processes. This
engine enables orchestration of any business workflow.
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Decision Rules.
Appian includes a declarative environment for defining and executing business logic or rules. These rules can be highly complex and
can be applied within the Appian platform to many use cases, ranging from automated decision making to user experience personalization.
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Seamless integration with
existing systems and data. In contrast to typical enterprise software, our platform does not require that data reside within
it in order to enable robust data analysis and cross-department and cross-application insight. Our platform seamlessly integrates
with many of the most popular enterprise software applications and data repositories and can be used within many legacy environments.
For example, organizations frequently use our platform to extend the life and enhance the functionality of legacy systems of record,
such as those used for enterprise resource planning, human capital management and customer relationship management, by building new
applications that enhance the functionality of those systems and by leveraging the data within those systems to further optimize
and automate operations.
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Deployment flexibility
to serve customer needs. Our platform can be installed in any cloud or on-premises, with organizations able to access the same
functionality and data sources in all cases. Our flexible deployment model also preserves a seamless path to future cloud deployments
for organizations initially choosing on-premises for their most sensitive workloads.
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In the aggregate, these
core capabilities enable Magic to automate and govern end-to-end processes. Magic complements these automation technologies with related
features like process reporting, analytics and management, which make it simple for organizations to quickly improve and upgrade their
automations as business needs change.
In March 2018, we released
Magic xpi version 4.7 with a new OData Provider connector, Active Directory Federation Services (ADFS) support for the SharePoint Online
(MOSS) connector, ability to write new connectors based on Magic xpa Application Platform’s runtime technology and multiple features
to improve programming productivity, such as visual indicators of data flow status and an enhanced monitor to provide an even more accurate
bird’s eye view of all running projects.
In October 2018, we announced that Magic xpi
Integration Platform 4 achieved SAP-certified integration with SAP S/4HANA, enabling our customers to optimize business processes through
automation across leading ERP, CRM, finance, and other enterprise systems using a single platform.
In February 2019, we released Magic xpi version
4.9 with a new REST client connector, ODATA connector enhancements, inherent UPSERT support in the data mapper, and built-in cloud support.
In August 2019, we released Magic xpi version
4.11, enabling access to remote connectors residing at another site, without the need for a VPN (aka ‘Local Agent’ capability).
In addition, in the beginning of 2020 we released the major released Magic xpi 4.12, which includes 64-bit support for our Run-Time engine
as-well as integration with one of the industry’s API management solutions suites. During 2019, we also released additional features
pursuant to customer requests.
In 2020, Magic Software enhanced the above Local
Agent capability with more functionality, added additional connectors (e.g., OPC for manufacturing) and invested more resources in the
overall product stability. In addition, Magic Software has added various features to the platform to expand its product offering,
per customer requests.
In 2021, we plan to enhance the above Local Agent
capability with more functionality, add additional connectors (e.g., OPC for manufacturing) and invest more resources in the overall
product stability. In addition, we plan to continue to expand our product offering with additional features, per customer requests.
Powerful applications to solve critical
and complex challenges. At the core of our platform is an advanced engine that enables the modeling, modification
and management of complex processes and business rules. Our heritage as a business process management, or BPM, company provides us with
this differentiated understanding of complex processes, and we have incorporated that expertise into our platform to enable the development
of powerful applications. Organizations have used our platform to launch new business lines and build large procurement systems.
Magic xpc Integration Platform
In November 2017, we
announced the expansion of our integration offering with the launch of Magic xpc, a hybrid integration platform as a service (IPaaS),
which enable customers to accelerate digital transformation on the cloud, on-premises or on both.
Magic xpc is powered
by its out-of-the-box integration connectors for mainstream business applications, databases, protocols and tools for building custom
integrations. Magic’s iPaaS platform was built using node.JS and docker technology. Magic xpc users can monitor their integration
flows and create and manage alerts from a single interface. Built on top of open-source components with no cloud vendor lock-in, Magic
xpc is available on both public and private cloud platforms including, Amazon Web Services, Azure, and Google Cloud.
Magic SmartUX
Magic SmartUX, a platform we acquired in April
2019, is a low-code development platform for mobilizing and modernizing enterprise business application designed for citizen to professional
developers to rapidly design, build, analyze, and run cross-platform mobile business applications.
The Magic SmartUX platform
addresses the three biggest challenges enterprises are facing in the road to Digital Transformation:
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Multi-platform: end client
devices are abundant and diverse, we provide an omni-channel solution.
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Many Systems of Record:
over the years enterprise adopted (home grown and third party) solutions that scattered the business flow over many different system,
Magic SmartUX enable the enterprise to expose complex business flows to modern technology with now changes and overhead to the existing
working applications.
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Talent Gap: Mobile and
integration are the hardest skillsets for IT orgs to find, with the Magic SmartUX platform addressing Citizens Developers, we allow
any intern tech savvy individual to deliver complex and robust Mobile business application.
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FactoryEye
On May 2019 Magic Software launched the releases
of FactoryEye, a proprietary high performance, low-code, flexible, hybrid platform built specially for manufacturers based on existing
infrastructure enabling real-time virtualizations of all production data and advanced analytics (based on machine learning) for improved
productivity and competitive advantage. Magic Software has hundreds of manufacturing customers, and drew on over 35 years of manufacturing
experience to develop FactoryEye. The product’s intuitive and user-friendly dashboards empower manufacturers by providing all the
analysis they need in order to make faster and smarter decisions based on real time data and analytics. This translates into improved
productivity, faster delivery times, and better control over the manufacturing processes, leading to increased customer satisfaction and
higher profit margins. FactoryEye offers dozens of prebuilt connectors to a range of enterprise applications and MRP systems, such as
SAP, JD Edwards, and Infor, as well as MES, CRM, and PLM systems.
FactoryEye collects real-time data from existing
machinery and operational systems and transforms it into actionable intelligence for immediate results and continuous improvement in the
manufacturing process. The solution brings the benefits of Industry 4.0 connectivity to mid-sized manufacturers in several industry verticals,
including automotive parts, food & beverage, medical devices, metal processing, packaging, plastics & rubber and specialty manufacturing.
The addition of FactoryEye to Magic Software’s
software portfolio allows Magic Software to provide to its new and existing manufacturing clients, with a comprehensive Industry 4.0 solution
and aligns with Magic Software strategy of enhancing its portfolio with enterprise grade technologies.
FactoryEye’s end-to-end solution incorporates
several key features:
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Powered by Magic Software plug and play IIoT Integration
platform.
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Incorporates
advanced analytics and AI into decision support
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Customer
KPIs are used to measure and qualify results
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Leverages
investments by integrating existing systems
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Collects
data from automated and semi-automated machines
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In addition to offering a dynamic cloud-based
software solution, FactoryEye manufacturing consultants work with customers to harmonize their systems and fit the right tools for their
needs. Consultants analyze business processes for what is working, formulate a plan to add what is missing from existing systems and create
sprints to deliver immediate results. A dynamic cycle of data collection and analysis allows for continuous improvement and flexibility
in the optimization process.
Since its launch, Magic Software made a targeted
effort to reach mid-sized manufacturers who are looking to improve the efficiency of their factories. Our goal is to position FactoryEye
as a solution that offers more than mere factory floor visibility through IIoT connectivity, while remaining more cost effective and customizable
than offerings from “Tier 1” companies. To that end, Magic Software has created a new website for FactoryEye which will launch
by the end of the first half of 2020, as well as blogs, whitepapers, e-books and email campaigns to spread awareness of this new offering
and benefits for mid-sized manufacturers.
As an Oracle Platinum Partner, FactoryEye brings
the benefits of Industry 4.0 to mid-sized manufacturing companies, with an easy, affordable, and flexible approach that does not require
changing existing systems and infrastructure. This Industry 4.0 solution captures vast amounts of production data, transforms it into
actionable intelligence, and empowers workers, managers and executives to make informed decisions in real-time.
In April 2021 Magic Software announced its partnership
with JDEMart, which is the largest online marketplace of JD Edwards solutions from vendors all over the world. Adding Magic Software’s
FactoryEye solution to JDEMart’s marketplace provides manufacturers using JD Edwards with real-time, actionable intelligence to
decision makers at all levels of the company.
In addition, we continue to market Magic Software’s application
and integration products. These products continue to provide value and convenience for our customers as low code options to integrate
their disparate systems.
Vertical software solutions
Clicks™
Our Roshtov subsidiary has approximately three
decades of proven experience based on its proprietary comprehensive core software solution for medical record information management
systems, using in the design and management of patient-file for managed care and large-scale healthcare providers. The platform, which
can be tailor-made to the specific needs of the healthcare provider, is connected to the clinical, administrative and financial data
base system, residing at the provider’s central computer, and allows immediate analysis of complex data with potentially real-time
feedback to meet the specific needs of physicians, nurses, laboratory technicians, pharmacists, front- and back-office professionals
and consumers.
All of our clients that buy or subscribe to our
Clicks software solution also enter into software support agreements with us for maintenance and support of their medical record management
systems. In addition to immediate software support in the event of problems, these agreements allow clients to access new releases covered
by support agreements. In addition, each client has 12-hour access, six days a week (6 hours on Friday) to the applicable call-center
support teams.
We employ a team of 30 research and development
specialists that together with our clients create a future where the health care system works to improve the well-being of individuals
and communities. Roshtov’s proven ability to innovate has led to what we believe to be an industry leading architectures and a
breadth and depth of solutions and services.
There are four healthcare service providers in
Israel, of which, Maccabi Healthcare Services and Clalit, which are the two largest healthcare providers in Israel accounting for 78%
of the Israeli market, have been our customers since the early 1990’s.
Leap™
Our FTS subsidiary has
over 20 years of BSS experience, based on dozens of projects delivered to customers worldwide. We implement revenue management and monetization
solutions in mobile, wireline, broadband, MVNO/E, payments, e-commerce, M2M / Internet of Things, mobile money, cable, cloud and content
markets under the brand name of Leap™. Our Leap™ solutions lower the total cost of ownership (TCO) for telecom, content and
payment service providers.
FTS works with telecommunications,
content and payment service providers globally to help them manage complex transactions and relationships with greater flexibility and
independence. Analyzing transactions from a business standpoint, FTS offers end-to-end and add-on telecom billing, charging, policy control
and payments solutions to customers worldwide, and services both growing and major providers.
FTS targets mid to lower
level tier service providers, supporting their BSS needs with end-to-end, turnkey billing and other BSS projects. In addition, FTS offers
upper-tiers of service providers with BSS and monetization solutions for specific needs, including policy control and charging solutions,
M2M billing, billing for content services, MVNE/MVNO billing, mobile money software solutions, payment and mobile financial services
solutions and others.
Our Leap™ offering is comprised of:
Leap™ BCCF (Business
Control and Charging Function) – a proprietary packaged software solution which serves as the underlying foundation of our Leap™
products and solutions. Leap BCCF enables service providers to handle the aspects of event processing, from defining the system’s
business logic, through importing events and formatting, to charging and executing business rules. With Leap BCCF, new services are deployed
on the fly, and strategic business rules are formulated more easily, ensuring real-time responses to both service and customer-related
events and providing a baseline for policy control.
Leap™ Billing
6.3 – a convergent charging, billing and customer care solution that realizes substantial reductions in OPEX and CAPEX while increasing
customer satisfaction and retention. Leap Billing software’s flexibility and ease of use enables the service providers’ billing
platform to work more at the speed of marketing by offering new marketing plans or services in a rapid time-to-market.
Leap™ Policy Control
- Leap Policy Control is an integrated charging and policy control solution (a full PCC solution based on PCRF & online/offline
charging). Compliant with the 3GPP’s Diameter policy control standard, Leap Policy Control provides traffic and subscriber management
strategies. Leap Policy Control gives operators the power to monitor usage in real time and, using fully configurable business rules,
define how they manage network resources, applications, and subscribers – in real time – while generating revenue from personalized
mobile applications, content and services. Leap Policy Control can be implemented as a stand-alone solution or as part of a larger BSS
project implementation.
FTS Express™ -
FTS express™ is an all-in-one software appliance for online charging, billing, AAA, balance management, customer care, policy
control and interconnect, designed for entry-level operations of MVNOs, LTE, VoIP, ISP, broadband, IPTV and more.
The following is a sample
of the monetization solutions offered by FTS:
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End-to-end, turnkey billing and customer care solutions;
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Convergent, online charging and billing;
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Policy control and charging;
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Broadband and multi-play billing;
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Mobile money solutions;
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E-commerce and M-commerce solutions;
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Payments and mobile payments solutions;
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Smart revenue sharing and partner management solutions;
and
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Billing service bureau.
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FTS’s solutions
are delivered via cloud, on-premises or in a fully managed-services mode and are backed by our Israel and Bulgaria-based experienced
professional services support team.
HR Pulse
Now in its 10th release, HR Pulse
is a proprietary platform that creates and customizes software applications for HCM, with the goal to combine technology with effective
processes, to facilitate the collection, analysis and interpretation of quality data about people, their jobs and their performance,
to enhance HCM decision making, resulting in increased organizational efficiency and effectiveness. HR Pulse addresses four distinct
functional areas with the ability to also work as one consolidated system:
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Performance and goal management:
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Development management;
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Talent management and succession
planning; and
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Compensation and merit
review.
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Our offering includes customizable “out
of the box” HCM SaaS Solutions, such as Pilat Frist and Pilat Professional, that provides a menu of templates that can be used
to affordably and expeditiously create customized HCM solutions for companies. The HR Pulse platform promotes the building and
implementation of solutions that address broader business challenges as well. Such offerings include 360-degree feedback, employee surveys,
leadership and management development, coaching and job evaluation.
Hermes
Hermes has been developing
and evolving cargo management systems for the air cargo industry since 2002. Hermes Air Cargo Management System is a proprietary, state-of-the-art,
packaged software solution for managing air cargo ground handling. Our Hermes Solution covers all aspects of cargo handling, from physical
handling and cargo documentation through customs, seamless EDI communications, dangerous goods and special handling, tracking and tracing,
security and billing. Over the last 10 years Hermes systems have been implemented in over 70 terminals on five continents, providing
efficient and accurate handling of more than 5 million tons of freight annually. Customers benefit through faster processing and more
accurate billing, reporting and ultimately enhanced revenue. Customers include independent ground handlers, airlines with a cargo
arm, hubs belonging to an individual airline or those catering to a number of airlines transiting cargo to additional destinations. The
Hermes Solution is delivered on a licensed or fully hosted basis.
Our Value Proposition
Hermes systems are built
with the specific needs of air cargo handlers and airlines in mind and are amongst the most versatile and sophisticated around. Hermes
Solutions are focused on maximizing customer profits by streamlining ground handling processes and employing built-in best practices
to reduce handling errors. Hermes team of cargo experts carry out a full business analysis, listen to our customers’ requirements,
suggest additional functionality and work with them to deliver an air cargo management solution that is streamlined around their processes
and customized to their needs. Hermes works with everyone from smaller cargo handlers to large airlines all over the world and counts
Menzies Aviation, WFS (FRA), Luxair, Etihad Airport Services and Frankfurt Cargo Services among their customers.
Strategy
Our goal is to continue our profitable and cash
generative growth within our software solutions and professional services markets. We plan to achieve this goal by focusing on the following
principles:
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Expand sales to existing
customers. We intend to capitalize on the opportunity to more effectively cross-sell solutions and services across our existing
customer base. In addition to selling complementary software solutions to customers that already use our development application
solutions or packaged software solutions, we believe our strong customer, MSP and partner relationships and execution track record
position us to successfully grow our revenues by delivering complementary development and integration tools from our product offering
to our existing IT services customers and by delivering IT services to our existing application development customer base.
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Capitalize on opportunities
created by new technological trends. We believe that emerging industry trends such as mobile applications, cloud applications,
SaaS and big data will require our enterprise customers and partners to continue and upgrade existing systems and to integrate their
current infrastructure with new mobile and cloud applications or with new big data management solutions. We intend to market the
capabilities of our software solutions and professional services offerings to customers that are currently impacted or will potentially
be impacted by the increased complexity resulting from these trends. For instance, we intend to promote Magic xpa through Rich Internet
Applications (RIAs).
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Grow our customer base
through new offerings. We plan to grow our business by attracting new ISV enterprise customers with new technology offerings
and new professional services through our already established expertise in the areas of mobile technologies and projects, cloud applications,
SaaS and Big Data solutions, and integration solutions. Due to our track record in these industry segments, we believe we are well
positioned to develop and offer new application development and integration solutions that will enable us to attract new customers.
In addition, we believe our familiarity with these verticals will allow us to differentiate our IT services offering and grow our
market share in this vertical as well.
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Provide new solutions
to new ecosystems. We expect the same industry trends of mobile, cloud, SaaS and big data to lead to the creation of additional
enterprise applications ecosystems. We intend to continue to develop new solutions that will allow us to form new partnerships, which
in turn will grow our revenues. We also intend to focus on recruiting OEM partners that will incorporate our Magic xpi integration
technology into their product offerings.
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Acquire complementary
businesses. As part of our growth strategy, we will continue to seek and evaluate opportunities to grow through acquisitions
of companies and operations with complementary software solutions, technologies and related intellectual property, packaged software
solutions, augmenting integration and services capabilities, additional distribution channels or market share. We have a strict acquisition
policy pursuant to which we only pursue acquisitions in cases we identify as having a clear business opportunity and a clear path
to revenue growth. In addition, we only pursue acquisitions which we believe entail low integration and operational risk as a result
of our internal familiarity with the target or the industry in which it operates, through our network of MSPs, system integrators,
distributors, resellers, and consulting and OEM partners. We intend to balance any investments in such acquisitions with investments
in our existing business and our policy of returning value to shareholders in the form of dividends.
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Product Development
We place considerable emphasis on research and
development in order to improve and expand the functionality of our technologies and to develop new applications. We believe that our
future success depends upon our ability to maintain our technological leadership, to enhance our existing products and to introduce new
commercially viable products addressing the needs of our customers on a timely basis. We also intend to support emerging technologies
as they are introduced in the same way we have supported new technologies in the past. We will continue to devote a significant portion
of our resources to research and development. We believe that internal development of our technology is the most effective means of achieving
our strategic objective of providing an extensive, integrated and feature-rich development technology. For significant version release
see “Magic’s Software Solutions” discussed above.
Product Related Services
Professional Services. We offer
fee-based consulting services in connection with installation assurance, application audits and performance enhancement, application
migration and application prototyping and design. Consulting services are aimed at generating both additional revenues and ensuring successful
implementation of Magic xpa, Appbuilder, Magic xpi Magic xpc, SmartUX and FactoryEye projects through knowledge transfer. As part of
management efforts to focus on license sales, our goal is to provide such activities as a complementary service to our customers and
partners. We believe that the availability of effective consulting services is an important factor in achieving widespread market acceptance.
Services are offered as separately purchased
add-on packages or as part of an overall software development and deployment technology framework. Over the last several years, we have
built upon our established global presence to form business alliances with our MSPs that use our technology to develop solutions for
their customers, and distributors to deliver successful solutions in focused market sectors.
Maintenance. We offer our
customers annual maintenance contracts providing for unspecified upgrades and new versions and enhancements for our products on a when-and-if-available
basis for an annual fee.
Customer Support. We believe
that a high level of customer support is important to the successful marketing and sale of our products. Our in-house technical support
group provides training and post-sale support. We believe that effective technical support during product evaluation as well as after
the sale has substantially contributed to product acceptance and customer satisfaction and will continue to do so in the future.
We offer online support systems for our MSPs
and end users, providing them with the ability to instantaneously enter, confirm and track support requests through the Internet. These
systems support MSPs and end-users worldwide. As part of this online support, we offer Support Knowledge Base tools providing the full
range of technical notes and other documentation including technical papers, product information, and answers to most common customer
queries and known issues that have already been reported.
Training. We conduct formal
and organized training on our development tools and packaged software solutions. We develop courses, pertaining to our principal products
and provide trainer and student guidebooks. Course materials are available both in traditional, classroom courses and as web-based training
modules, which can be downloaded and studied at the student’s own pace and location. The courses and course materials are designed
to accelerate the learning process, using an intensive technical curriculum in an atmosphere conducive to productive training.
IT Services
Background
Our IT services offerings consist of a variety
of professional services that can be grouped into integration and other IT services. Our integration services include:
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Infrastructure analysis,
design and delivery - management of complex, tailor-made projects and telecom infrastructure projects in wireless and wire-line
as well as IT consulting services, mainly for the defense and public sectors.
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Technology consulting
and implementation services - planning and execution of end-to-end, large-scale, complex solutions in networking, cyber security,
command & control and high performance transaction systems.
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Application development
- We specialize in end-to-end projects that feature an array of technologies, from development and implementation of concepts
for startups to overall responsibility for the development of systems for large enterprises. Our development services include development
of on-premise, mobile and cloud applications as well as Embedded and real time software development.
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With more than 1,700 experts and hundreds of
projects gone live in a variety of advanced technologies in the U.S., Europe and Israel, we have developed significant expertise and
accumulated vast experience in integration projects. Such projects are typically more complex and require a high level of industry knowledge
and highly skilled professionals. Our integration expertise, as well as our global reach allows us to deliver comprehensive, value added
services to our customers. Our IT services customers include major global telecoms, OEMs and engineering, furnish and installation service
companies.
Strategic Consulting and Outsourcing Services
We provide a broad range of IT consulting services
in the areas of infrastructure design and delivery, application development, technology planning and implementation services, cloud computing,
as well as supplemental outsourcing services. Our wholly-owned subsidiaries, Fusion Solutions LLC, Xsell Resources Inc., Allstates Consulting
Services LLC, Futurewave Systems, Inc., NetEffects, Inc, OnTarget Group, Inc, the Comm-IT Group, Infinigy Solutions LLC., Comblack Ltd.
and Shavit Software (2009) Ltd. provide advanced IT consulting and outsourcing services to a wide variety of companies including Fortune
1000 companies. Our technical personnel generally supplement the in-house capabilities of our customers. Our approach is to make available
a broad range of technical personnel to meet the requirements of our customers rather than focusing on specific specialized areas. We
have extensive knowledge of and have worked with virtually all types of wireless and wireline telecom infrastructure technologies as
well as in the areas of infrastructure design and delivery, application development, project management, technology planning and implementation
services. Our consulting partners come from a wide range of industries, including finance, insurance, government, health care, logistics,
manufacturing, media, retail and telecommunications. With an experienced team of recruiters in the telecom and IT areas and with a substantial
and a growing database of telecom talent, we can rapidly respond to a wide range of requirements with well qualified candidates. Our
customer list includes major global telecoms, OEMs and engineering, furnish and installation service companies. We have built long-term
relationships with our customers by providing expert telecom talent. We provide individual consultants for contract and contract-to-hire
assignments as well as candidates for full time placement. In addition, we configure teams of technical consultants for assigned projects
at our customers’ sites.
Customers, End-Users and Markets
We market and sell our products and services in more than 50 countries
worldwide. The following tables present our revenues by revenue type and geographical market for the periods indicated:
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Year ended December 31,
|
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|
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2020
|
|
|
2019
|
|
|
2018
|
|
|
|
(in thousands)
|
|
Software sales
|
|
$
|
24,272
|
|
|
$
|
28,084
|
|
|
$
|
25,454
|
|
Maintenance and technical support
|
|
|
33,181
|
|
|
|
30,996
|
|
|
|
30,951
|
|
Consulting services
|
|
|
313,741
|
|
|
|
266,550
|
|
|
|
227,970
|
|
Total revenues
|
|
$
|
371,194
|
|
|
$
|
325,630
|
|
|
$
|
284,375
|
|
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
(in thousands)
|
|
United States
|
|
$
|
177,882
|
|
|
$
|
158,095
|
|
|
$
|
137,066
|
|
Israel
|
|
|
149,094
|
|
|
|
124,523
|
|
|
|
103,850
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|
Europe
|
|
|
26,947
|
|
|
|
25,788
|
|
|
|
28,257
|
|
Japan
|
|
|
12,643
|
|
|
|
12,499
|
|
|
|
9,797
|
|
Other
|
|
|
4,628
|
|
|
|
4,725
|
|
|
|
5,405
|
|
Total revenues
|
|
$
|
371,194
|
|
|
$
|
325,630
|
|
|
$
|
284,375
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Our Magic xpa, Magic xpi, Magic xpc, Magic SmartUX,
FactoryEye, and AppBuilder technologies are used by a wide variety of developers, integrators and solution providers, that can generally
be divided into two sectors (i) those performing in-house development (corporate IT departments), and (ii) MSPs, including large system
integrators and smaller independent developers, and VARs that use our technology to develop or provide solutions to their customers.
MSPs who are packaged software publishers use our technology to write standard packaged software products that are sold to multiple customers,
typically within a vertical industry sector or a horizontal business function.
Among the thousands of customers running their business systems with
our technology are the following:
ABB Group
Able B.V.
ADD
Adidas Canada
Adecco Nederland
Agricultural Bank of China
Allstate Life Insurance
ATLAS Grupo Financiero
Seguros y Fianzas
Auchan
AutoScout24
Axesor Powers
Bank Leumi
BNP Paribas
Boston Medical Center
CBIA
Çelebi Ground Handling Inc.
Centric
Christie Digital
Club Med
Coca Cola
Crane & Co.
Datenlotsen
Eco-Emballages
Electra
Export-Import Bank of Thailand
Ekro
Euroclear
Farm Mutual Reinsurance Plan
Finanz Informatik
Fiskars
Franken Brunnen
Fujitsu Marketing
Fujitsu-Ten
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Fukushima Bank
Gakken
GE Capital
GGD Amsterdam
Grange Company
Groupe Flo
Grupo Inversionistas en
Autotransportes Mexicanos
Guardian Life Insurance
Hebrew University of Jerusalem
Hitachi Systems
IDF
ING Commercial Finance BV
ISS
Japan Chamber of Commerce
Korea Development Bank (KDB)
Lekkerland Nederland BV
Lloyds Bank
L’Occitane
Loxam
MatrixCare
Mahindra & Mahindra
Moose Toys
Morgan Advanced Materials
Mundipharma
Nagarjuna Fertilizers & Chemicals Ltd.
Nespresso
NextiraOne
NHS Trust
Nihon UNISYS
Nintendo
Orangina Schweppes
Pacific Steel & Recycling
Parrot
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Petzl
PGG Wrightson
PTT
QboCel Mexico
Rosenbauer
Segafredo France
Sennheiser
Sony DADC
Staff Development Management Systems (SDMS Ltd)
SECOM Trust Systems
Sodiaal
Stallergenes
State of Washington Courts
Sterling Crane
Sun Life Insurance
Synbra Holding BV
Telenet Belgium
TelOne Zimbabwe
The Himalaya Drug Company
TOA
TOTO
UPS
Valeo services
Veolia Waters
Viparis
Vishay Intertechnology
Vodafone Iceland
Volvo Brazil
WellMark
Worldwide Flight Services (WFS)
ZF Lemforder
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Sales, Marketing and Distribution
We market, sell and support our products through
our own global offices and marketing department, as well as through a broad global channel-network of MSPs, system integrators, value-added
distributors and resellers, and OEM and consulting partners. Our sales force is based in our regional offices in the United States, Japan,
Germany, United Kingdom, Netherlands, France, Hungary, South Africa, India and Israel, and through regional distributors elsewhere. Our
sales network is present in about 50 countries worldwide.
Direct Sales. For Magic
xpa and AppBuilder, our direct sales force pursues software solution providers and enterprise accounts. Our sales personnel carry out
strategic sales with a direct approach to decision makers, managing a constantly monitored consultative type of sales cycle. Magic xpi,
FacrotyEye and Magic xpc are mostly sold through indirect channels and through our ecosystem business relationships, but we have some
direct customers with integration needs.
As of December 31, 2020, we employed approximately
161 sales and marketing personnel including, a team of sales engineers who provide pre-sale technical support, presentations and demonstrations
in order to support our sales force.
Indirect Sales. We maintain
an indirect sales channel, through our ecosystem business relationships, as well as through system integrators, value added distributors
and resellers, OEM partners, as well as consultancies and service providers. We maintain an indirect sales channel for Magic xpa through
MSPs and system integrators, who use our application and integration platforms to develop and deploy different applications for sale
to their end-user customers.
Distributors. In general,
we distribute our products through regional non-exclusive distributors in those countries where we do not have a sales office. A regional
distributor is typically a software marketing organization with the capability to add value with consulting, training and support. Distributors
that are also MSPs are generally responsible for the implementation of both our application platform and business and process integration
suite and localization into their native languages. The distributors also translate our marketing literature and technical documentation.
Distributors must undergo our program of sales and technical training. Marketing, sales, training, consulting, product and customer support
are provided by the local distributor. We are available for backup support for the distributor and for end-users. In coordination with
the local subsidiaries and distributors, we also provide sales support for large and multinational accounts. We have 44 distributors
in Europe, Latin America and Asia, many of whom are also MSPs.
VARs. In general, we resell
our products through VARs that extend their capabilities with our offerings. These include SAP VARs.
Global Marketing Activities.
We carry out a wide range of marketing activities aimed at generating awareness of our solutions offerings and to promote sales.
Among our activities, we focus both on both outbound and inbound marketing, including a content-rich website available in eight foreign
languages, social networks communication, search engine optimization, on-line advertising, lead generation campaigns, public relations,
case studies, blogs, industry analyst relations, attendance at conferences and trade shows and lead generation campaigns around key professional
white papers and webinars. We conduct distributor and user conferences to update our worldwide affiliates and user base on our new product
offerings, marketing and promotional activities, pricing, best practices, technical information and other information.
In light of the increased impact of cloud and
enterprise mobility technologies on the IT landscape, in 2011 we commenced a strategic marketing repositioning initiative that led to
a complete rebranding of certain of our products’ look, feel and naming (to emphasize that our products belong to the same technology
stack), messaging, as well as a refined definition of our market positioning, value proposition and corporate values. In June 2012, we
launched the new branding after we completed the strategic repositioning and designed a fresh and dynamic new logo, a new corporate tagline
as well as fully re-written web site in English and seven other languages. To expand our community of developers and reach out to new
audiences around the world, we run an ongoing introductory campaign, which offers Magic xpa Single User Edition as a freely downloadable
product. Magic xpa Single User Edition is an ideal gateway for new developers who want to join Magic Software’s global community
and take advantage of new opportunities as their businesses grow. Thousands of developers around the world have downloaded, learned and
used Magic xpa Single User Edition, and we are confident that this campaign will increase their understanding, awareness and adoption
of our application platform.
We use the Salesforce.com CRM platform and the
Hubsopt marketing automation tool globally to connect all our lead generation campaigns with our sales pipeline management. We have aligned
all our local offices to work according to the same global sales and marketing processes. We have also used our own Magic xpi Integration
Platform to automate processes between our Salesforce and SAP systems to increase efficiency.
Our sales cycle varies by size of the customer,
the number of products purchased and the complexity of the customer’s infrastructure, ranging from several weeks for incremental
sales to existing customers to several months for large deployments.
Competition
The markets for our Enterprise Mobility Solution,
and Magic xpa and Magic xpi platforms are characterized by rapidly changing technology, evolving industry standards, frequent new product
introductions, mergers and acquisitions, and rapidly changing customer requirements. These markets are therefore highly competitive,
and we expect competition to continue to intensify. The growth of the cloud adoption and mobile markets increases the competition in
these areas. We constantly follow and analyze the market trends and our competitors in order to effectively compete in these markets
and avoid losing market share to our direct competitors and other players.
With Magic xpa, we compete in the low-code application platform, SOA
architecture and enterprise mobility markets. Among our current competitors are OutSystems, Appien, Mendix, Kony, Microsoft, and
Pegasystems. With Magic xpi, we compete in the integration platform market. Among our current competitors are IBM, Informatica, TIBCO,
MuleSoft, Jitterbit, Talend, Dell–Boomi, Scribe and Software AG.
More and more enterprises prefer to integrate
their applications using integration platform as a service (iPaaS) technology and for this purpose we launched our new Magic xpc, a hybrid
iPaaS solution.
There are several similar products in the market
utilizing the model driven architecture, or MDA, approach utilized by AppBuilder. The market for this type of platform is highly competitive.
Companies such as CA and IBM have tools that compete directly with AppBuilder. Furthermore, new development paradigms have become very
popular in IT software development and developers today have many alternatives.
As our market grows, we expect that it will attract
more highly specialized vendors as well as larger vendors that may continue to acquire or bundle their products more effectively. The
principal competitive factors in our market include:
|
●
|
platform features, reliability,
performance and effectiveness;
|
|
●
|
platform extensibility
and ability to integrate with other technology infrastructures;
|
|
●
|
deployment flexibility;
|
|
●
|
robustness of professional
services and customer support;
|
|
●
|
price and total cost of
ownership;
|
|
●
|
strength of platform security
and adherence to industry standards and certifications; and
|
|
●
|
strength of sales and marketing
efforts.
|
We believe we generally compete favorably with
our competitors with respect to the features, security and performance of our platform, the ease of integration of our applications and
the relatively low total cost of ownership of our applications. However, many of our competitors have substantially greater financial,
technical and other resources, greater name recognition, larger sales and marketing budgets, broader distribution, more diversified product
lines and larger and more mature intellectual property portfolios.
The telecom BSS domain in which we operate through
our FTS subsidiary is a highly competitive market in which we compete based on product quality, service quality, timeliness in delivery
and pricing. Within the global billing, charging and policy control market, FTS principally competes against global IT providers and
the in-house IT departments of telecommunications operators. Among the competitors focused on this market are Amdocs, Ericsson, Comverse,
NetCracker Technology, CSG Systems, Redknee Solutions and Oracle Communications.
There are also a number of smaller or regional
telecom BSS competitors who compete on a regional or domestic market level. These tend to be smaller players, and may include companies
such as Comarch, Mind CTI, Tecnotree, Cerillion, Openet and Elitcore, among others.
Additional competitors may enter each of our
markets at any time. Moreover, our customers may choose to develop internally the functionality and capabilities our current product
line offers them and therefore they may also compete with us.
Our goal is to maintain our technological
advantages, time to market and worldwide sales and distribution network. We believe that the principal competitive factors affecting
the market for our products include developer productivity, rapid results, product functionality, performance, reliability, scalability,
portability, interoperability, ease-of-use, demonstrable economic benefits for developers and users relative to cost, quality of customer
support and documentation, ease of installation, vendor reputation and experience, financial stability as well as intuitive and out-of-the-box
solutions to extend the capabilities of ERP, CRM and other application vendors for enterprise integration.
Intellectual Property
In accordance with industry practice, since we
have no registered patents on our software solution technologies, we rely upon a combination of copyright, trademark, trade secret laws
and contractual restrictions to protect our rights in our software products. Our policy has been to pursue copyright protection for our
software and related documentation and trademark registration of our product names. In addition, our key employees and independent contractors
and distributors are required to sign non-disclosure and secrecy agreements.
We provide our products to customers under a
non-exclusive, non-transferable license. Usually, we have not required end-users of our products to sign license agreements. Generally,
a “shrink wrap” license agreement is included in the product packaging, which explains that by opening the package seal,
the user is agreeing to the terms contained therein. It is uncertain whether license agreements of this type are legally enforceable
in all of the countries in which the software is marketed.
We do not believe that patent laws are a significant
source of protection for our products since the software industry is characterized by rapid technological changes, the policing of unauthorized
use of software is a difficult task and software piracy is expected to continue to be a persistent problem for the packaged software
industry. As there can be no assurance that the above-mentioned means of legal protection will be effective against piracy of our products,
and since policing unauthorized use of software is difficult, software piracy can be expected to be a persistent potential problem.
We believe that because of the rapid pace of
technological change in the software industry, the legal protections for our products are less significant factors in our success than
the knowledge, ability and experience of our employees, the frequency of product enhancements and the timeliness and quality of our support
services.
Our trademark rights include rights associated
with our use of our trademarks and rights obtained by registration of our trademarks. We have obtained trademark registrations in South
Africa, Canada, China, Israel, the Netherlands (Benelux), Switzerland, Thailand, Japan, the United Kingdom and the United States. The
initial terms of the registration of our trademarks range from 10 to 20 years and are renewable thereafter. Our use and registration
of our trademarks do not ensure that we have superior rights to others that may have registered or used identical or related marks on
related goods or services. We have registered a copyright for our software in the United States and Japan. In addition, we have registered
copyrights for some of our manuals in the United States and have acquired an International Standard Book Number (ISBN) for some of our
manuals. Our copyrights expire 70 years from date of first publication.
C.
|
Organizational
Structure
|
The following table sets forth the legal name,
location and country or state of incorporation and percentage ownership of our subsidiaries as of December 31, 2020:
Subsidiary Name
|
|
Country of
Incorporation
|
|
Ownership
Percentage
|
|
Magic Software Japan K.K
|
|
Japan
|
|
|
100
|
%
|
Magic Software Enterprises Inc.
|
|
Delaware
|
|
|
100
|
%
|
Magic Software Enterprises (UK) Ltd
|
|
United Kingdom
|
|
|
100
|
%
|
Hermes Logistics Technologies Limited
|
|
United Kingdom
|
|
|
100
|
%
|
Magic Software Enterprises Spain Ltd
|
|
Spain
|
|
|
100
|
%
|
Coretech Consulting Group, Inc.
|
|
Pennsylvania
|
|
|
100
|
%
|
Coretech Consulting Group LLC
|
|
Delaware
|
|
|
100
|
%
|
Fusion Solutions LLC.
|
|
Delaware
|
|
|
100
|
%
|
Fusion Technical Solutions LLC.
|
|
Delaware
|
|
|
49
|
%
|
Xsell Resources Inc.
|
|
Pennsylvania
|
|
|
100
|
%
|
Magic Software Enterprises (Israel) Ltd
|
|
Israel
|
|
|
100
|
%
|
Magic Software Enterprises Netherlands B.V.
|
|
Netherlands
|
|
|
100
|
%
|
Magic Software Enterprises France
|
|
France
|
|
|
100
|
%
|
Magic Beheer B.V.
|
|
Netherlands
|
|
|
100
|
%
|
Magic Benelux B.V.
|
|
Netherlands
|
|
|
100
|
%
|
Magic Software Enterprises GMBH
|
|
Germany
|
|
|
100
|
%
|
Magic Software Enterprises India Pvt. Ltd
|
|
India
|
|
|
100
|
%
|
Onyx Magyarorszag Szsoftverhaz
|
|
Hungary
|
|
|
100
|
%
|
Magix Integration (Proprietary) Ltd
|
|
South Africa
|
|
|
100
|
%
|
AppBuilder Solutions Ltd
|
|
United Kingdom
|
|
|
100
|
%
|
Complete Business Solutions Ltd
|
|
Israel
|
|
|
100
|
%
|
Datamind Technologies Ltd
|
|
Israel
|
|
|
100
|
%
|
CommIT Technology Solutions Ltd
|
|
Israel
|
|
|
77.8
|
%
|
CommIT Software Ltd (shares held by Comm-IT Technology Solutions Ltd.)
|
|
Israel
|
|
|
100
|
%
|
CommIT Embedded Ltd (shares held by Comm-IT Technology Solutions Ltd.)
|
|
Israel
|
|
|
75
|
%
|
Valinor Ltd. (shares held by Comm-IT Technology Solutions Ltd.)
|
|
Israel
|
|
|
100
|
%
|
Dario Solutions IT Ltd (shares held by Comm-IT Technology Solutions Ltd.)
|
|
Israel
|
|
|
100
|
%
|
Quickode Ltd (shares held by Comm-IT Technology Solutions Ltd.)
|
|
Israel
|
|
|
100
|
%
|
Twingo Ltd (shares held by Comm-IT Technology Solutions Ltd.)
|
|
Israel
|
|
|
60
|
%
|
Pilat Europe Ltd.
|
|
United Kingdom
|
|
|
100
|
%
|
Pilat (North America), Inc.
|
|
New Jersey
|
|
|
100
|
%
|
Roshtov Software Industries Ltd
|
|
Israel
|
|
|
80
|
%
|
BridgeQuest Labs, Inc..
|
|
North Carolina
|
|
|
100
|
%
|
BridgeQuest, Inc.
|
|
North Carolina
|
|
|
100
|
%
|
Allstates Consulting Services LLC
|
|
Delaware
|
|
|
100
|
%
|
F.T.S. - Formula Telecom Solutions Ltd.
|
|
Israel
|
|
|
100
|
%
|
FTS Bulgaria Ltd. (FTS Global Ltd.)
|
|
Bulgaria
|
|
|
100
|
%
|
Comblack IT Ltd
|
|
Israel
|
|
|
80
|
%
|
Yes-IT Ltd. (shares held by Comblack IT Ltd)
|
|
Israel
|
|
|
100
|
%
|
Shavit Software (2009) Ltd. (shares held by Comblack Ltd)
|
|
Israel
|
|
|
100
|
%
|
Infinigy (UK) Holdings Limited
|
|
United Kingdom
|
|
|
100
|
%
|
Infinigy (US) Holding Inc
|
|
Georgia
|
|
|
100
|
%
|
Infinigy Solutions LLC.
|
|
Georgia
|
|
|
100
|
%
|
Infinigy Engineering LLP (shares held by Infinigy Solutions LLC.).
|
|
Georgia
|
|
|
99.9
|
%
|
Skysoft Solutions Ltd.
|
|
Israel
|
|
|
75
|
%
|
Futurewave Systems, Inc.
|
|
Georgia
|
|
|
100
|
%
|
OnTarget Group, Inc
|
|
North Carolina
|
|
|
100
|
%
|
NetEffects, Inc.
|
|
Missouri
|
|
|
100
|
%
|
Subsidiary Name
|
|
Country of
Incorporation
|
|
Ownership
Percentage
|
|
PowWow Inc.
|
|
California
|
|
|
100
|
%
|
BA Microwaves Ltd.
|
|
Israel
|
|
|
56.67
|
%
|
Stockell Information Systems Inc.
|
|
Missouri
|
|
|
100
|
%
|
Mobisoft Ltd.
|
|
Israel
|
|
|
70
|
%
|
Magic Hands B.V.
|
|
Netherlands
|
|
|
100
|
%
|
Knowledge & Solutions Software B.V.
|
|
Netherlands
|
|
|
100
|
%
|
Aptonet, Inc.
|
|
Georgia
|
|
|
100
|
%
|
Comm-IT USA, Inc.
|
|
Delaware
|
|
|
100
|
%
|
Comblack Municipal Services Ltd.
|
|
Israel
|
|
|
70
|
%
|
Shavit Human resource Ltd.
|
|
Israel
|
|
|
100
|
%
|
D.
|
Property,
Plants and Equipment
|
Our headquarters and principal administrative,
finance, sales, marketing and research and development office is located in a 32,404 square foot office facility that we lease in Or
Yehuda, Israel, a suburb of Tel Aviv. In 2020, we paid $0.4 million in annual rent for the Or Yehuda facilities under a lease agreement
expiring in June 2033.
Our subsidiaries lease office space in Laguna
Hills, California; King of Prussia, Pennsylvania; Dallas, Texas; Houston, Texas; New Jersey; Atlanta, Georgia; Paris, France; Munich,
Germany; Pune, India; Bangalore, India; Tokyo, Japan; Budapest, Hungary; Houten, the Netherlands; Johannesburg, South Africa; Bracknell,
the United Kingdom; Saint Petersburg, Russia and various locations in Israel. The aggregate annual cost for such facilities was $3.3
million during the year ended December 31, 2020.
ITEM 4A.
|
UNRESOLVED STAFF
COMMENTS
|
Not applicable.
ITEM 5.
|
OPERATING AND FINANCIAL
REVIEW AND PROSPECTS
|
The following discussion of our results of operations
should be read together with our consolidated financial statements and the related notes, which appear elsewhere in this annual report.
The following discussion contains forward-looking statements that reflect our current plans, estimates and beliefs and involve risks
and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements. Factors that could
cause or contribute to such differences include those discussed below and elsewhere in this annual report.
Background
We were organized under the laws of Israel on
February 10, 1983 and began operations in 1986. Our Ordinary Shares have been listed on the NASDAQ Stock Market (symbol: MGIC) since
our initial public offering in the United States on August 16, 1991. On January 3, 2011, our shares were transferred to the NASDAQ Global
Select Market. Since November 16, 2000, our Ordinary Shares have also traded on the Tel Aviv Stock Exchange, or the TASE, and since December
15, 2011, our shares have been included in the TASE’s TA-125 Index.
Overview
We develop market, sell and support application
platforms, business and process integration and selected vertical comprehensive software solutions packages. We have 40 active wholly-owned
subsidiaries in the United States, Israel Europe, Asia and South Africa. Of such subsidiaries, 21 are engaged in developing, marketing
and supporting vertical applications, as well as in selling and supporting our products, and 19 subsidiaries specialize in providing
broad range of IT consulting and outsourcing services in the areas of infrastructure design and delivery, application development, technology
planning and implementation services, as well as supplemental outsourcing services.
As an IT technology innovator, we have many years
of experience in assisting software companies and enterprises worldwide to produce and integrate their business applications. Our application
platforms, Magic xpa and AppBuilder, are used by thousands of enterprises and MSPs to develop solutions for their users and customers
in approximately 50 countries. We also provide maintenance and technical support as well as professional services to our enterprise customers
and to MSPs. In addition, we sell our Magic xpi and magic xpc technologies for business integration to enterprises using specific popular
software applications, such as SAP, Salesforce.com, IBM i (AS/400) or Oracle JD Edwards and other business applications. We refer to
these vendor-centered market sectors as ecosystems.
Vision and Focus Areas
Our vision of how the industry will evolve is
being driven by the change in enterprise mobility, cloud computing and Big Data. We believe that our technology and extensive services
will allow us to expand our offerings into the cloud and mobile enterprise markets with speed, scale and flexibility. We intend to remain
focused on both the technology and business architectures that will enable our customers to take advantage of the cost efficiencies and
competitive advantages conveyed by these technologies. We intend to continue to prudently take advantage of opportunities to capture
market transitions and to put our assets to use in existing and new markets as the recovery continues. We believe that our strategy and
our ability to innovate and execute may enable us to improve our competitive position in difficult business conditions and may continue
to provide us with long-term growth opportunities.
Key Factors Affecting our Business
Our operations and the operating metrics discussed
below have been and will likely continue to be affected by certain key factors as well as certain historical events and actions. The
key factors affecting our business and results of operations include among others, dependence on a limited number of core product families,
selected vertical software solutions and services, competition, ability to realize benefits from business acquisitions, dependence on
a key customer for a significant percentage of our revenues and changes in the mix of revenues generated by different revenue elements
affect our gross margins and profitability. For further discussion of the factors affecting our results of operations, see “Risk
Factors.”
Dependence on a limited number of core product families and
services
We derive a significant portion of our revenues
from sales of application and integration platforms primarily under our Magic xpa, Magic xpi, Magic xpc, Magic SmartUX and AppBuilder
brands and from related professional services, software maintenance and technical support as well as from packaged software solutions
in several business verticals (mainly human recourses, cargo handling, patient medical records and billing), and from other IT professional
services, which include IT consulting and outsourcing services. Our future growth depends heavily on our ability to effectively develop
and sell new products developed by us or acquired from third parties as well as add new features to existing products. A decrease in
revenues from our principal products and services would adversely affect our business, results of operations and financial condition.
Competition
We compete with other companies in the areas
of application platforms, business integration and business process management, and in the applications and services markets in which
we operate. The growth of the SaaS and Enterprise Mobility market has increased the competition in these areas. We expect that such competition
will continue to increase in the future, both with respect to our technology, applications and services which we currently offer and
applications and services which we and other vendors are developing. Increased competition, direct and indirect, could adversely affect
our business, financial condition and results of operations.
We also compete with other companies in the technical
IT consulting and outsourcing services industry. This industry is highly competitive and fragmented and has low entry barriers. We, through
five of our subsidiaries in the United States and five of our subsidiaries in Israel, compete for potential customers with providers
of outsourcing services, systems integrators, computer systems consultants, other providers of technical IT consulting services and,
to a lesser extent, temporary personnel agencies. We expect competition to increase, and we may not be able to remain competitive.
Some of our existing and potential competitors
are larger companies, have substantially greater resources than us, including financial, technological, marketing, skilled human resources
and distribution capabilities, and enjoy greater market recognition than us. We may not be able to differentiate our products and services
from those of our competitors, offer our products as part of integrated systems or solutions to the same extent as our competitors, or
successfully develop or introduce new products that are more cost-effective, or offer better performance than our competitors. Failure
to do so could adversely affect our business, financial condition and results of operations.
Dependence on key customers
We depend on repeat product and professional
services revenues from a certain base of existing customers. Our two largest customers accounted for 15.8% and 19.0% of our revenues
in the years ended December 31, 2019 and 2020, respectively and our five largest customers accounted for 23.3% and 26.0% of our revenues
in the years ended December 31, 2019 and 2020, respectively. If these existing customers decide not to continue utilizing our professional
services, not to renew their existing engagements, not to continue using our products, or decide to significantly decrease their total
expenditures with us, it may adversely affect our business, results of operations and financial condition. While one of these five customers
is under a contract until December 31, 2027, under their master services agreements, the other customers may terminate their agreements
with us upon only a 30-days’ notice and without any penalty.
Revenue Mix
We derive our revenues from the sale of proprietary
and third-party software licenses, related professional services, maintenance and technical support as well as from other IT professional
services. In recent years the decline in our gross margin was primarily affected by the change in proportion of our revenues generated
from the sale of each of those elements of our revenues. Our revenues from the sale of our proprietary software licenses, related professional
services, maintenance and technical support have higher gross margins than our revenues from third party software licenses and IT professional
and outsourcing services. Any increase in the portion of third-party software license sales out of total license sales will decrease
our gross profit margin. If the relative proportion of our revenues from the sale of IT professional services continues to increase as
a percentage of our total revenues, our gross profit margins may continue to decline in the future.
We may encounter difficulties in realizing
the potential financial or strategic benefits of recent and future business acquisitions.
A significant part of our business strategy is
to pursue acquisitions and other initiatives based on strategy centered on three key factors: growing our customer base, expanding geographically
and adding complementary solutions to our portfolio— all while we seek to ensure our continued high quality of services and product
delivery. As such, in recent years we made numerous of acquisitions. Mergers and acquisitions of companies are inherently risky and subject
to many factors outside of our control and no assurance can be given that our future acquisitions will be successful and will not adversely
affect our business, operating results, or financial condition. In the future, we may seek to acquire or make strategic investments in
complementary businesses, technologies, services or products, or enter into strategic partnerships or alliances with third parties in
the future in order to expand our business. Failure to manage and successfully integrate acquisitions could materially harm our business
and operating results. Prior acquisitions have resulted in a wide range of outcomes, from successful introduction of new products and
technologies to a failure to do so. Even when an acquired company has previously developed and marketed products, there can be no assurance
that new product enhancements will be made in a timely manner or that pre-acquisition due diligence will have identified all possible
issues that might arise with respect to such products.
If we acquire another business, we may face difficulties, including:
|
●
|
Difficulties in integrating
the operations, systems, technologies, products, and personnel of the acquired businesses or enterprises;
|
|
●
|
Diversion of management’s
attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting
from acquisitions;
|
|
●
|
Potential difficulties in completing projects associated
with in-process research and development;
|
|
●
|
Difficulties in entering
markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;
|
|
●
|
Insufficient revenue to offset increased expenses associated
with acquisitions; and
|
|
●
|
The potential loss of key
employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after
announcement of acquisition plans.
|
Impact of Currency Fluctuations and of Inflation
Our financial statements are stated in U.S. dollars,
our functional currency. However, a substantial portion of our revenues and costs are incurred in other currencies, particularly NIS,
Euros, Japanese yen, and the British pound. We also maintain substantial non-U.S. dollar balances of assets, including cash, accounts
receivable, and liabilities, including accounts payable and debts to banks and financial institutions. Therefore, fluctuations in the
value of the currencies in which we do business relative to the U.S. dollar may adversely affect our business, results of operations
and financial condition. The depreciation of such other currencies in relation to the U.S. dollar has the effect of reducing the U.S.
dollar value of any of our liabilities which are payable in those other currencies (unless such costs or payables are linked to the U.S.
dollar). Such depreciation also has the effect of decreasing the U.S. dollar value of any asset that is denominated in such other currencies
or receivables payable in such other currencies (unless such receivables are linked to the U.S. dollar). In addition, the U.S. dollar
value of revenues and expenses denominated in such other currencies would decrease. Conversely, the appreciation of any currency in relation
to the U.S. dollar has the effect of increasing the U.S. dollar value of any unlinked assets and the U.S. dollar amounts of any unlinked
liabilities and increasing the U.S. dollar value of revenues and expenses denominated in other currencies.
In addition, while we incur a portion of our
costs in NIS, the U.S. dollar cost of our operations in Israel is influenced by the extent to which any increase in the rate of inflation
in Israel is (or is not) offset, or is offset on a lagging basis, by a devaluation of the NIS in relation to the U.S. dollar.
Because exchange rates between the NIS, euro,
Japanese Yen and the British pound and the U.S. dollar fluctuate continuously, exchange rate fluctuations and especially larger periodic
devaluations will have an impact on our profitability and period-to-period comparisons of our results. We cannot assure you that in the
future our results of operations may not be adversely affected by currency fluctuations.
The following table sets forth for the periods indicated, (depreciation)
or appreciation of the U.S. dollar against the most important currencies for our business and the Israeli consumer price index:
|
|
Year Ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
New Israeli Shekel
|
|
|
(7.0
|
)%
|
|
|
(7.8
|
)%
|
|
|
8.1
|
%
|
|
|
(9.8
|
)%
|
|
|
(1.5
|
)%
|
Euro
|
|
|
(8.5
|
)%
|
|
|
2.0
|
%
|
|
|
4.6
|
%
|
|
|
(12.2
|
)%
|
|
|
3.5
|
%
|
Japanese Yen
|
|
|
(5.0
|
)%
|
|
|
(1.2
|
)%
|
|
|
(2.4
|
)%
|
|
|
(3.8
|
)%
|
|
|
(2.8
|
)%
|
British Pound
|
|
|
(3.4
|
)%
|
|
|
(3.1
|
)%
|
|
|
5.6
|
%
|
|
|
(9
|
)%
|
|
|
20.6
|
%
|
Israeli Consumer Price Index
|
|
|
(0.7
|
)%
|
|
|
0.6
|
%
|
|
|
0.8
|
%
|
|
|
0.4
|
%
|
|
|
(0.2
|
)%
|
Segments
We report our results on the basis of two reportable
business segments: software services (which include proprietary and non-proprietary software technology and complementary services) and
IT professional services. Set forth below is segment information for the years ended December 31, 2018, 2019 and 2020.
|
|
Software
services
|
|
|
IT professional
services
|
|
|
Unallocated
expense
|
|
|
Total
|
|
|
|
(U.S. dollars in thousands)
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
81,332
|
|
|
$
|
203,043
|
|
|
$
|
-
|
|
|
$
|
284,375
|
|
Expenses
|
|
|
63,902
|
|
|
|
183,985
|
|
|
|
4,790
|
|
|
|
252,677
|
|
Operating income (loss)
|
|
$
|
17,430
|
|
|
$
|
19,058
|
|
|
$
|
(4,790
|
)
|
|
$
|
31,698
|
|
Depreciation, amortization and stock-based
compensation expenses
|
|
|
8,727
|
|
|
|
3,611
|
|
|
|
420
|
|
|
|
12,758
|
|
Capitalized software development costs
|
|
|
(3,666
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,666
|
)
|
EBITDA
|
|
$
|
22,491
|
|
|
$
|
22,669
|
|
|
$
|
(4,370
|
)
|
|
$
|
40,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
86,140
|
|
|
$
|
239,490
|
|
|
$
|
-
|
|
|
$
|
325,630
|
|
Expenses
|
|
|
71,825
|
|
|
|
216,842
|
|
|
|
3,311
|
|
|
|
291,978
|
|
Operating income (loss)
|
|
$
|
14,315
|
|
|
$
|
22,648
|
|
|
$
|
(3,311
|
)
|
|
$
|
33,652
|
|
Depreciation, amortization and stock-based
compensation expenses
|
|
|
8,799
|
|
|
|
5,059
|
|
|
|
241
|
|
|
|
14,099
|
|
Capitalized software development costs
|
|
|
(4,143
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,143
|
)
|
EBITDA
|
|
$
|
18,971
|
|
|
$
|
27,707
|
|
|
$
|
(3,070
|
)
|
|
$
|
43,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
86,025
|
|
|
$
|
285,169
|
|
|
$
|
-
|
|
|
$
|
371,194
|
|
Expenses
|
|
|
64,498
|
|
|
|
258,907
|
|
|
|
7,201
|
|
|
|
330,606
|
|
Operating income (loss)
|
|
$
|
21,527
|
|
|
$
|
26,262
|
|
|
$
|
(7,201
|
)
|
|
$
|
40,588
|
|
Depreciation, amortization and stock-based compensation expenses
|
|
|
10,329
|
|
|
|
3,347
|
|
|
|
263
|
|
|
|
13,939
|
|
Capitalized software development costs
|
|
|
(3,302
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,302
|
)
|
EBITDA
|
|
$
|
28,554
|
|
|
$
|
29,609
|
|
|
$
|
(6,938
|
)
|
|
$
|
51,225
|
|
Explanation of Key Income Statement Items
Revenues. Revenues are derived
from sales of software licenses (proprietary and non-proprietary), related professional services, maintenance and technical support and
other IT professional services, which include, cloud computing and IT consulting and outsourcing services. Revenues may continue to be
affected by factors including market uncertainty, which can result in cautious spending in our global markets; changes in the geopolitical
environment; sales cycles; fluctuation of exchange rates; changes in the mix of direct sales and indirect sales and variations in sales
channels.
Cost of Revenues. Cost of revenues
for software sales consist primarily of software production costs, royalties and licenses payable to third parties, as well as amortization
of capitalized and acquired software costs. Cost of revenues for maintenance and technical support and professional services consists
primarily of personnel expenses, subcontracting and other related costs. Cost of revenues for software sales is affected by changes in
the mix of products sold; price competition; sales discounts; fluctuation of exchange rates; and increases in labor costs. Service gross
margin may be impacted by various factors such as the change in mix between technical support services and advanced IT professional services,
the timing of technical support service contract initiations and renewals and the timing of our strategic investments in headcount and
resources to support this business.
Research and Development Expenses, Net.
Research and development costs consist primarily of personnel expenses of employees engaged in on-going research and development
activities, subcontracting, development tools and other related expenses. The capitalization of software development costs is applied
as reductions to gross research and development costs to calculate net research and development expenses.
The following table sets forth the gross research
and development costs, capitalized software development costs, and the net research and development expenses for the periods indicated:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
(U.S. dollars in thousands)
|
|
Gross research and development costs
|
|
$
|
12,091
|
|
|
$
|
12,382
|
|
|
$
|
9,362
|
|
Less capitalized software development costs
|
|
|
(3,302
|
)
|
|
|
(4,143
|
)
|
|
|
(3,666
|
)
|
Research and development expenses, net
|
|
$
|
8,789
|
|
|
$
|
8,239
|
|
|
$
|
5,696
|
|
Selling and Marketing Expenses.
Selling and marketing expenses consist primarily of salaries and related expenses for sales and marketing personnel, sales commissions,
third party royalties, marketing programs and campaigns, website related expenses, public relations, on-line advertising, industry analyst
relations, promotional materials, travel expenses and conferences and trade shows exhibit expenses, as well as amortization of acquired
customer relationships recorded as a result of business combinations.
General and Administrative Expenses.
General and administrative expenses consist primarily of salaries and related expenses for executive, accounting, human resources
and administrative personnel, professional fees, legal expenses, provisions for credit losses, and other general and administrative corporate
expenses.
Financial income (expenses), net.
Net financial income (expenses) consists primarily of interest earned on cash equivalents deposits and marketable securities, bank
fees and interest paid on loans received, interest expenses related to liabilities in connection with acquisitions and impact of foreign
currency exchange rates fluctuations.
Results of Operations
The following table presents selected consolidated
statement of operations data for the periods indicated as a percentage of total revenues:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Software
|
|
|
6.6
|
%
|
|
|
8.6
|
%
|
|
|
9.0
|
%
|
Maintenance and technical support
|
|
|
8.9
|
|
|
|
9.5
|
|
|
|
10.8
|
|
Consulting services
|
|
|
84.5
|
|
|
|
81.9
|
|
|
|
80.2
|
|
Total revenues
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
|
|
|
2.8
|
|
|
|
3.1
|
|
|
|
3.5
|
|
Maintenance and technical support
|
|
|
1.0
|
|
|
|
1.3
|
|
|
|
1.4
|
|
Consulting services
|
|
|
66.7
|
|
|
|
64.2
|
|
|
|
63.9
|
|
Total cost of revenues
|
|
|
70.5
|
|
|
|
68.6
|
|
|
|
68.8
|
|
Gross profit
|
|
|
29.5
|
|
|
|
31.4
|
|
|
|
31.2
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development, net
|
|
|
2.4
|
|
|
|
2.5
|
|
|
|
2.0
|
|
Selling and marketing,
|
|
|
8.4
|
|
|
|
9.4
|
|
|
|
9.6
|
|
General and administrative
|
|
|
7.5
|
|
|
|
9.1
|
|
|
|
8.5
|
|
Change in valuation of contingent consideration related to
acquisitions
|
|
|
0.3
|
|
|
|
0.1
|
|
|
|
-
|
|
Total operating expenses, net
|
|
|
18.6
|
|
|
|
21.1
|
|
|
|
20.1
|
|
Operating income
|
|
|
10.9
|
|
|
|
10.3
|
|
|
|
11.1
|
|
Financial income (expenses), net
|
|
|
(0.3
|
)
|
|
|
(0.3
|
)
|
|
|
0.1
|
|
Increase in valuation of contingent consideration related to acquisitions
|
|
|
(0.6
|
)
|
|
|
-
|
|
|
|
-
|
|
Income before taxes on income
|
|
|
10.0
|
|
|
|
10.0
|
|
|
|
11.2
|
|
Tax on income
|
|
|
(1.9
|
)
|
|
|
(2.1
|
)
|
|
|
(2.5
|
)
|
Net income attributable to redeemable non-controlling interests
|
|
|
(0.8
|
)
|
|
|
(1.0
|
)
|
|
|
(1.2
|
)
|
Net income attributable to non-controlling interests
|
|
|
(0.5
|
)
|
|
|
(0.7
|
)
|
|
|
(0.5
|
)
|
Net income attributable to Magic’s shareholders
|
|
|
6.8
|
|
|
|
6.2
|
|
|
|
7.0
|
|
Year Ended December 31, 2020 Compared with Year Ended December
31, 2019
Revenues. Revenues in 2020
increased by 14% from $325.6 million in 2019 to $371.2 million in 2020.
Revenues from the software services business
segment remained stagnant with a slight decrease from $86.1 million in 2019 to $86.0 million in 2020.
Revenues from the IT professional services business
segment increased by 19% from $239.5 million in 2019 to $285.2 million in 2020, primarily attributable to the inclusion of NetEffects
revenues on a full year basis, acquisition of Stockell and Aptonet and increased revenues recorded by Comblack and due to increased demand for IT software services in the financial services and healthcare sectors.
Revenues from sales of proprietary technology
software licenses decreased by 24% from $16.4 million in 2019 to $12.4 million in 2020. The decrease is primarily attributed to a multiyear
transaction which began and recognized in 2019 with a few key customers.
Revenues from sales of proprietary packaged and
third-party software solutions increased by 2% from $11.6 million in 2019 to $11.8 million in 2020.
Revenues from maintenance and technical support increased by 7% from
$31.0 million in 2019 to $33.2 million in 2020. The increase is primarily attributable to the increase in our customer base.
Revenues from IT consulting services increased
by 18% from $266.6 million in 2019 to $313.7 million in 2020. The increase was primarily attributable to the acquisitions of Aptonet
and Stockell and the full year consolidation of NetEffects and increased revenues from two key customers.
The following table summarizes our revenues by geographical market
for the years ended December 31, 2019 and 2020:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(U.S. dollars in thousands)
|
|
United States
|
|
$
|
177,882
|
|
|
$
|
158,095
|
|
Israel
|
|
|
149,094
|
|
|
|
124,523
|
|
Europe
|
|
|
26,947
|
|
|
|
25,788
|
|
Japan
|
|
|
12,643
|
|
|
|
12,499
|
|
Other
|
|
|
4,628
|
|
|
|
4,725
|
|
Total revenues
|
|
$
|
371,194
|
|
|
$
|
325,630
|
|
Cost of Revenues. Cost of revenues
increased by 17% from $223.5 million in 2019 to $261.6 million in 2020.
Cost of revenues for software increased by 3%
from $10.2 million in 2019 to $10.5 million in 2020.
Cost of revenues for maintenance and technical
support decreased by 14% from $4.2 million in 2019 to $3.6 million in 2020.
Cost of revenues for IT consulting services increased
by 18% from $209.1 million in 2019 to $247.5 million in 2020. The increase in cost of revenues for IT consulting services is consistent
with the increase in revenues from the same segment.
Gross Margin. Gross margin declined
by 1.9% from 31.4% in 2019 to 29.5% in 2020. The decrease in our gross margin is mainly attributable to the change of our revenue mix
related to our software services which remained unchanged between the years while our IT professional services revenues increased by
$46 million.
Research and Development Expenses, Net.
Gross research and development costs decreased by 2% from $12.4 million in 2019 to $12.1 million in 2020. Net research and development
costs increased by 7% from $8.2 million in 2019 to $8.8 million in 2020. In 2020, we capitalized $3.3 million of software development
costs compared to $4.1 million in 2019. Net research and development costs as a percentage of revenues was 2.4% in 2020 compared to 2.5%
in 2019. Gross (net) research and development costs as a percentage of revenues of our software services business segment remained consistent
and was approximately 14% (10%) in 2020 and in 2019.
Selling and Marketing Expenses.
Selling and marketing expenses increased by 2% from $30.5 million in 2019 to $31.2 million in 2020. Selling and marketing expenses
as a percentage of revenues decreased from 9.4% in 2019 to 8.4% in 2020. The increase is in line with the increase in sales. Selling
and marketing expenses for the year ended December 31, 2019 include $74,000 of stock-based compensation recorded under ASC 718. We incurred
no stock-based compensation expenses in 2020.
General and Administrative Expenses. General
and administrative expenses decreased by 5.0% from $29.5 million in 2019 to $28.0 million in 2020. General and administrative expenses
as a percentage of revenues decreased from 9.1% in 2019 to 7.5% in 2020. The decrease in expenses is attributable mainly to cost savings
measures taken with respect to the COVID-19 business disruption.
Financial Expenses, Net. We recorded net financial expenses
of $1.2 million in 2019 and $0.9 million in 2020. Taxes on Income. We recorded taxes on income of $6.9 million in 2019
compared to $7.3 million in 2020.
Net Income Attributable to Our Shareholders.
Our net income increased from $20.3 million in 2019 to $25.2 million in 2020, primarily attributable to an increase in gross profit
of $7.5 offset by a revaluation of $3.4 million related to contingent consideration out of which $1.1 million was recorded as part of
the operating expenses.
Impact of the COVID-19 Pandemic on Our Operations
The impact of the COVID-19 pandemic has resulted
in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around
the world. In an effort to halt the outbreak of COVID-19, a number of countries, including the United States and Israel where we have
key operations, placed significant restrictions on travel, and many businesses announced extended closures. It is unclear how long total
or partial shutdowns may last and whether additional shutdowns will be necessary to the extent future outbreaks occur.
We have taken various steps to safeguard employees
that have had the effect of curtailing direct sales activities. It may take an extended period after current restrictions end for us
to engage potential new customers. We continue to monitor our sales pipeline on a day-to-day basis in order to assess the effect of these
limitations on our current sales and our future pipeline development.
COVID-19 may impact the health of our employees,
management, or customers, reduce the availability of our workforce or those of companies with which we do business, or create disruptions
in our supply networks. The adverse effects of such events on us may include disruption to our operations, or demand for our products
in the short and/or long term.
Year Ended December 31, 2019 Compared with Year Ended December
31, 2018
Please see Item 5A of our Form 20-F for the Year ended December 31,
2019 filed on May 14, 2020 for this comparison.
B.
|
LIQUIDITY
AND CAPITAL RESOURCES
|
To date, we have financed our operations through
income generated by operations, proceeds from our public offerings in 1991 (approximately $8.5 million), 1996 (approximately $5.0 million),
2000 (approximately $79.6 million) and 2014 (approximately $54.7 million), private equity investments in 1998 (approximately $12.2 million),
2010 (approximately $20.3 million) and 2018 (approximately $34.6 million), loans and research and development and marketing grants primarily
from the Government of Israel. In addition, we have also financed our operations through short-term loans, long-term loans and borrowings
under available credit facilities.
In November 2016, we obtained a NIS 120 million
loan linked to the New Israel Shekel from an Israeli financial institution. We intended to use the proceeds from this loan for our general
corporate purposes, which may include the funding of our working capital needs and the funding of potential acquisitions. The principal
amount of the loan is payable in seven equal annual payments with the final payment due on November 2, 2023 and bears a fixed interest
rate of 2.60% per annum, payable in two semi-annually payments. The loan, which may be prepaid under certain circumstances (in any event
for not less than NIS 5.0 million and thereon for amounts which are a multiple of NIS 5.0 million), is subject to various financial covenants
which mainly consist of the following:
|
a.
|
Our equity will not be
lower than $100 million (one hundred million U.S. Dollars) at all times;
|
|
b.
|
Our cash and cash equivalent
and marketable securities available for sales will not be less than $10 million (ten million U.S. Dollars);
|
|
c.
|
The ratio of our total financial debts to total assets
will not exceed 50%;
|
|
d.
|
The ratio of our total
financial debts less cash, short-term deposits and short-term marketable securities to the annual EBITDA will not exceed 3.25 to
1;
|
|
e.
|
Cross default, including
following an immediate repayment initiated in relation to other financial indebtedness in an amount that exceeds $5 million;
|
|
f.
|
Suspension of trading of
the debentures on the TASE over a period of 60 days, or the delisting of the debentures from the TASE;
|
|
g.
|
If there is a change in
control without consent of the lender (a change of control is deemed to occur if Formula ceases to be the controlling shareholder
of our company, whether directly or indirectly. Formula will be considered a controlling shareholder for so long as it continues
to hold at least 30% of the means of control of our company (within the meaning of the Israeli Securities Law) and there is no other
person or entity holding a higher percentage. To the extent that Formula holds such controlling interest jointly with others, it
will be deemed to remain our controlling shareholder if it maintains the highest percentage ownership among such other shareholders);
|
|
h.
|
The existence and continuation
of a bankruptcy event involving our company, or the liquidation of our company or writing off of our assets;
|
|
i.
|
There has been a material
adverse change in the business of our company compared to the position of our company shortly before the issuance of the loan and
there is a material concern that we will not be able to pay our obligations under the loan agreement on time; and
|
|
j.
|
Failure to comply with the negative pledge covenant.
|
To date, we are in full compliance with the financial
covenants of the loan.
On July 12, 2018, we issued 4,268,293 ordinary
shares at a price of $8.20 per share for a total of $34.6 million net of issuance expenses. The shares were issued to Israeli institutional
investors and to our controlling shareholder, Formula Systems (1985) Ltd.
As of December 31, 2020, we had $89.7 million
in cash and cash equivalents and available-for-sale marketable securities, with net working capital of approximately $126.4 million and
long term debts to banks and others of approximately $13.4 million compared to $95.5 million in cash and cash equivalents and available-for-sale
marketable securities, with net working capital of $138.2 million and long term debts to banks and others of $15.5 million, as of December
31, 2019.
As of December 31, 2019, and 2020, our long-term
and short-term debt amounted to $22.6 million and $24.9 million, respectively and our redeemable non-controlling interests as of December
31, 2019 and 2020 amounted to $21.9 million and $25.0 million, respectively.
Based on our current operating forecast, we believe
that our cash and cash equivalents (including available-for-sale marketable securities and existing working capital), will be sufficient
to meet our cash requirements for working capital and capital expenditures for at least the next 12 months. We assume that our cash provided
by operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results,
accounts receivable collections, payments of loans and the timing and amount of tax and other payments.
We believe the overall credit quality of our
portfolio is strong, with our cash equivalents and fixed income portfolio invested in securities with a weighted-average credit rating
exceeding A. Our fixed income and publicly traded equity securities are classified as Level 2 investments, as measured under ASC 820,
“Fair Value Measurements and Disclosures,” as these vendors either provide a quoted market price in an active market or use
observable inputs.
Cash Flows
The following table summarizes our cash flows for the periods presented:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
(U.S. dollars
in thousands)
|
|
Net income from operations
|
|
$
|
30,117
|
|
|
$
|
25,598
|
|
|
$
|
24,776
|
|
Adjustments to reconcile net income to net cash provided by operating
activities
|
|
|
22,179
|
|
|
|
20,350
|
|
|
|
(726
|
)
|
Net cash provided by operating activities
|
|
|
52,296
|
|
|
|
45,948
|
|
|
|
24,050
|
|
Net cash used in investing activities
|
|
|
(9,604
|
)
|
|
|
(15,440
|
)
|
|
|
(19,554
|
)
|
Net cash provided by (used in) financing activities
|
|
|
(39,647
|
)
|
|
|
(36,980
|
)
|
|
|
8,426
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
3,167
|
|
|
|
1,261
|
|
|
|
(1,872
|
)
|
Increase (decrease) in cash and cash equivalents from operations
|
|
$
|
6,212
|
|
|
$
|
(5,211
|
)
|
|
$
|
11,050
|
|
Net cash provided by operating activities was
$52.3 million for the year ended December 31, 2020, compared to $45.9 million and $24.1 million for the years ended December 31, 2019
and 2018, respectively.
Net cash provided by operations in 2020 consisted
primarily of $30.1 million of net income adjusted for non-cash activities, including $13.9 million of depreciation and amortization expenses,
net, a $3.4 million decrease in other long term and short term accounts receivable and prepaid expenses, a $1.9 million increase in trade
payables, a $8.2 million increase in accrued expenses and other accounts payable, and a $1.4 million increase in value of loans which
are denominated in NIS as a result of the appreciation of the NIS in relation to the U.S. dollar, offset by a $1.7 million change in
deferred taxes, net, a $3.9 million increase in trade receivables, and a $0.9 million decrease in deferred revenues,.
Net cash provided by operations in 2019 consisted
primarily of $25.6 million of net income adjusted for non-cash activities, including $14.0 million of depreciation and amortization expenses,
$0.1 million of stock compensation expenses, a $6.5 million decrease in trade receivables, net, a $9.6 million decrease in other long
term and short term accounts receivable and prepaid expenses, a $0.1 million of amortization of marketable securities premium, a $2.9
million increase in deferred revenues, and a $1.9 million increase in value of loans which are denominated in NIS as a result of the
appreciation of the NIS in relation to the U.S. dollar, offset by a $1.9 million change in deferred taxes, net, a $5.3 million decrease
in trade payables, and a $7.7 million decrease in accrued expenses and other accounts payable.
Net cash provided by operations in 2018 consisted
primarily of $24.8 million of net income adjusted for non-cash activities, including $12.6 million of depreciation and amortization expenses,
$0.2 million of stock compensation expenses, a $2.2 million increase in trade payables, a $0.2 million of amortization of marketable
securities premium, a $1.8 million increase in accrued expenses and other accounts payable, a $0.4 million decrease in deferred revenues,
and a $2.1 million decrease in value of loans which are denominated in NIS as a result of the devaluation of the NIS in relation to the
U.S. dollar, offset by a $0.5 million change in deferred taxes, net, a $4.4 million increase in in other long term and short term accounts
receivable and prepaid expenses, and a $11.4 million increase in trade receivables, net.
Net cash used in investing activities was approximately
$9.6 million for the year ended December 31, 2020, compared to net cash used in investing activities of approximately $15.4 million for
the year ended December 31, 2019 and net cash used in investing activities of approximately $19.6 million for the year ended December
31, 2018.
Net cash used in investing activities in 2020
is primarily attributable to $16.5 million used in business combinations, $2.8 million used to purchase property and equipment and $3.3
million of capitalized software development costs, offset by proceeds of $7.5 million from investment in short-term bank deposits, and
proceeds of $5.4 million from maturity of marketable securities.
Net cash used in investing activities in 2019
is primarily attributable to $0.7 investment in long-term bank deposits, $22.6 million used in business combinations, $1.4 million used
to purchase property and equipment and $4.1 million of capitalized software development costs, offset by $10.0 million investment in
short-term bank deposits, and $3.4 million provided by proceeds from maturity of marketable securities.
Net cash used in investing activities in 2018
is primarily attributable to $16.9 million investment in short-term bank deposits, $0.9 investment in long-term bank deposits, $1.2 million
used in business combinations, $0.9 million used to purchase property and equipment and $3.7 million of capitalized software development
costs, offset by $4 million provided by proceeds from maturity of marketable securities.
Net cash used in financing activities was approximately
$39.6 million for the year ended December 31, 2020, primarily attributable to dividend distributions of $12.5 million, dividends paid
to non-controlling interests of $5.1 million, dividends paid to redeemable non-controlling interests of $4.6 million, purchase of redeemable
non-controlling interests of $18.0 million, and repayment of short-term and long-term loans of $9.4 million, which were offset by $0.1
million received from the exercise of employee options, and proceeds from short-term and long-term loans received in the amount of $9.6
million.
Net cash used in financing activities was approximately
$37.0 million for the year ended December 31, 2019, primarily attributable to dividend distributions of $15.0 million, dividends paid
to non-controlling interests of $0.5 million, dividends paid to redeemable non-controlling interests of $3.4 million, purchase of redeemable
non-controlling interests of $5.6 million, and repayment of short-term and long-term loans of $13.6 million, which were offset by issuance
of $0.1 million of ordinary shares, $0.1 million received from the exercise of employee options, and short-term and long-term loans received
of $0.9 million.
Net cash provided by financing activities was
approximately $8.4 million for the year ended December 31, 2018, primarily attributable to the issuance of $34.6 million of ordinary
shares and $0.3 million received from the exercise of employee options, which were offset by $3.1 million used in business combinations,
dividend distributions of $13.5 million, dividends paid to redeemable non-controlling interests of $2.7 million, decrease in short-term
credit of $0.4 million and repayment of long-term loans of $6.6 million.
Dividends
We have paid dividends since September 2012 consistent
with our Board of Directors’ dividend policy. On August 2017, our Board of Directors amended our dividend distribution policy,
whereas, each year we distribute a dividend of up to 75% of our annual distributable profits (previously 50%), subject to applicable
law. Our Board of Directors may at its discretion and at any time, change, whether as a result of a one-time decision or a change in
policy, the rate of dividend distributions or decide not to distribute a dividend.
For information about our dividend policy and
distributions, see Item 8A. “Financial Information - Consolidated Statements and Other Financial Information.”
General
Our consolidated financial statements appearing
in this annual report have been prepared in U.S. dollars and in accordance with U.S. GAAP.
Transactions and balances originally denominated
in dollars are presented at their original amounts. Transactions and balances in currencies other than the U.S. dollar are converted
into dollars in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 830 “Foreign
Currency Matters.” The majority of our sales are made outside of Israel and a substantial part of them is in dollars. In addition,
a substantial portion of our costs is incurred in dollars. Since the dollar is the primary currency of the economic environment in which
we and certain of our subsidiaries operate, the dollar is our functional and reporting currency and accordingly, monetary accounts maintained
in currencies other than the dollar are remeasured into dollars using the foreign exchange rate in effect at each balance sheet date.
Operational accounts and non-monetary balance sheet accounts are measured and recorded at the exchange rate in effect at the date of
the transaction. For certain foreign subsidiaries whose functional currency is other than the U.S. dollar, all balance sheet accounts
have been translated using the exchange rates in effect at each balance sheet date. Operational accounts have been translated using the
average exchange rate prevailing during each year. The resulting translation adjustments are reported as a component of accumulated other
comprehensive income (loss) in equity.
Critical Accounting Policies and Estimations
We have identified the policies below as critical
to the understanding of our financial statements. The preparation of our consolidated financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions in certain circumstances that affect the amounts reported in the accompanying financial
statements and the related footnotes. Actual results may differ from these estimates. To facilitate the understanding of our business
activities, certain of our accounting policies that we believe are the most important to the portrayal of our financial condition and
results of operations and that require management’s subjective judgments are described below. We base our judgments on our experience
and various assumptions that we believe are reasonable.
Revenue Recognition
We implemented the provisions of Accounting Standards
Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). See Note 19 to
our financial statements included in this annual report for further disclosures required under ASC 606.
Revenues are recognized
when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration that we
expect to receive in exchange for those goods or services.
We determine revenue recognition through
the following steps:
|
●
|
identification of the contract with a customer;
|
|
●
|
identification of the performance obligations in the
contract;
|
|
●
|
determination of the transaction price;
|
|
●
|
allocation of the transaction price to the performance
obligations in the contract; and
|
|
●
|
recognition of revenue when, or as, we satisfy a performance
obligation.
|
Certain of our contracts with customers contain
multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct.
We derive our revenues from licensing the rights
to use our software (proprietary and non-proprietary), provision of related professional services, maintenance and technical support
as well as from other software and IT professional services (either fixed price or based on time and materials). We sell our products
primarily through direct sales force and indirectly through distributors and value added resellers.
Under ASC 606, an entity recognizes revenue when
or as it satisfies a performance obligation by transferring software license or software services to the customer, either at a point
in time or over time. We recognize our revenues from software sales at a point in time upon delivery of a software license. The software
license is considered a distinct performance obligation, as the customer can benefit from the software on its own. Revenues from contracts
that involve significant customization to customer-specific specifications are performance obligations the we generally account for as
performance obligations satisfied over time. The underlying deliverable is owned and controlled by the customer and does not create an
asset with an alternative use to us. We recognize revenue of such contracts over time using cost inputs, which recognize revenue and
gross profit as work is performed based on a ratio between actual costs incurred compared to the total estimated costs for the contract,
to measure progress toward completion of its performance obligations, which is similar to the method prior to the adoption of ASC 606.
Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are first determined, in the amount
of the estimated loss for the entire contract. During the years ended December 31, 2018, 2019 and 2020, no material estimated losses
were identified. In addition, we provide professional services that do not involve significant customization to customer-specific specifications.
For contracts that do not involve significant customization to customer-specific specifications (typically staffing or consulting services)
revenue is recognized as the services are performed, either on a straight-line basis or based on the hours of services that were provided
to the customer, in accordance with the terms of the contracts.
Our revenues from post contract support are derived
from annual maintenance contracts providing for unspecified upgrades for new versions and enhancements on a when-and-if-available basis
for an annual fee. The right for an unspecified upgrade for new versions and enhancements on a when-and-if-available basis do not specify
the features, functionality and release date of future product enhancements for the customer to know what will be made available and
the general timeframe in which it will be delivered. We consider the post contract support performance obligation as a distinct performance
obligation that is satisfied over time, and recognized on a straight-line basis over the contractual period.
Revenue from professional services both related
to software and IT professional services businesses consists of either fixed price or Time and Materials (T&M), and are considered
performance obligations that are satisfied over time, and revenues are recognized as the services are provided.
The transaction price is allocated to the separate
performance obligations on a relative standalone selling price basis. Standalone selling prices of software license are estimated using
the residual approach, due to the lack of selling software licenses on a standalone basis, or the fact Company sells the license to different
customers for a broad range of amounts. Standalone selling prices of services are determined by considering several external and internal
factors including, but not limited to, transactions where the specific performance obligation is sold separately.
We generally do not grant a right of return to
our customers. When a right of return exists, we defer revenue until the right of return expires, at which time revenue is recognized
provided that all other revenue recognition criteria are met.
Deferred revenues include unearned amounts received
under maintenance and support (mainly) and amounts received from customers for which revenues have not yet been recognized.
Revenue from third-party sales is recorded at
a gross or net amount according to certain indicators. The application of these indicators for gross and net reporting of revenue depends
on the relative facts and circumstances of each sale and requires significant judgment.
We pay commissions to sales and marketing and
certain management personnel based on their attainment of certain predetermined sales or profit goals. Sales commissions are considered
incremental costs of obtaining a contract with a customer and are deferred and amortized. We capitalize and amortize incremental costs
of obtaining a contract, such as certain sales commission costs, on a systematic basis that is consistent with the transfer to the customer
of the performance obligations to which the asset relates. We generally expense sales commissions as they are incurred when the amortization
period would have been less than one year. In addition, generally, sales commission which are paid upon contract renewal are commensurate
with the initial commissions as the renewal amounts are substantially identical to the initial commission costs. During the year ended
December 31, 2020, no costs were capitalized.
We do not assess whether a contract has a significant
financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer
of the promised goods or services to the customer will be one year or less.
Research and development costs
Research and development costs incurred in the
process of software development before establishment of technological feasibility are charged to expenses as incurred. Costs incurred
subsequent to the establishment of technological feasibility are capitalized according to the principles set forth in ASC 985-20, “Costs
of Software to be Sold, Leased or Marketed.”
We establish technological feasibility upon completion of a detailed
program design or working model.
Research and development costs incurred in the
process of developing product enhancements are generally charged to expenses as incurred.
ASC 985-20-35 requires that a product be amortized
when the product is available for general release to customers. We consider a product to be available for general release to customers
when we complete the internal validation of the product that is necessary to establish that the product meets its design specifications
including functions, features, and technical performance requirements. Internal validation includes the completion of coding, documentation
and testing that ensure bugs are reduced to a minimum. The internal validation of the product takes place a few weeks before the product
is made available to the market. In certain instances, we enter into a short pre-release stage, during which the product is made available
to a selected number of customers as a beta program for their own review and familiarization. Subsequently, the release is made generally
available to customers from our download area. Once a product is considered available for general release to customers, the capitalization
of costs ceases and amortization of such costs to “cost of sales” begins.
Capitalized software costs are amortized on a
product by product basis by the straight-line method over the estimated useful life of the software product (approximately 5 years, due
to their high rates of acceptance, the continued reliance on these products by existing customers, and the demand for such products from
prospective customers, all of which validate our expectations) which provides greater amortization expense compared to the revenue-curve
method.
We assess the recoverability of these intangible
assets on a regular basis by assessing the net realizable value of these intangible assets based on the estimated future gross revenues
from each product reduced by the estimated future costs of completing and disposing of it, including the estimated costs of performing
maintenance and customer support over its remaining economical useful life using internally generated projections of future revenues
generated by the products, cost of completion of products and cost of delivery to customers over its remaining economical useful life.
During the years ended December 31, 2018, 2019 and 2020, no such unrecoverable amounts were identified.
Research and development costs incurred in the
process of developing product enhancements are generally charged to expenses as incurred.
Business Combinations
We account for business combinations under ASC
805 “Business Combinations,” which requires that we allocate the purchase price of acquired businesses to assets acquired,
liabilities assumed, non-controlling interest and redeemable non-controlling interest in the acquiree at the acquisition date, measured
at their fair values as of that date. We expense any excess of the fair value of net assets acquired over purchase price and any subsequent
changes in estimated contingencies as they are incurred. In addition, changes in valuation allowance related to acquired deferred tax
assets and in acquired income tax position are to be recognized in earnings. We engage third-party appraisal firms to assist management
in determining the fair values of certain assets acquired and liabilities assumed. Such valuations require management to make significant
estimates and assumptions, especially with respect to intangible assets.
We make estimates of fair value based upon assumptions
and judgments a marketplace participant would consider and which we believe to be reasonable. These estimates are based on historical
experience and information obtained from the management of the acquired businesses and relevant market and industry data and are, inherently,
uncertain. Critical estimates made in valuing certain of the intangible assets include, among other things, the following: (i) future
expected cash flows from license sales, maintenance agreements, customer contracts and acquired developed technologies and patents; (ii)
expected costs to develop the in-process research and development into commercially viable products and estimated cash flows from the
projects when completed; (iii) the acquired company’s brand and market position as well as assumptions about the period of time
the acquired brand will continue to be used in the combined company’s product portfolio; and (iv) discount rates. Unanticipated
events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results. Changes
to these estimates, relating to circumstances that existed at the acquisition date, are recorded as an adjustment to goodwill during
the purchase price allocation period (generally within one year of the acquisition date) and as operating expenses, if otherwise.
In connection with purchase price allocations,
we estimate the fair value of the support obligations assumed in connection with acquisitions. The estimated fair value of the support
obligations is determined utilizing a cost build-up approach. The cost build-up approach determines fair value by estimating the costs
related to fulfilling the obligations plus a normal profit margin. The sum of the costs and operating profit approximates, in theory,
the amount that we would be required to pay a third party to assume the support obligation. See Note 3 to our consolidated financial
statements for additional information on accounting for our recent acquisitions.
During the years ended December 31, 2019 and
2020 we recorded $0.3 million and $3.4 million, with respect to changes in the fair value of contingent consideration liability, respectively.
Goodwill
As a result of our acquisitions, our goodwill
represents the excess of the consideration paid or transferred plus the fair value of contingent consideration and any non-controlling
interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired. Under ASC 350, “Intangibles
- Goodwill and Other”, goodwill is subject to an annual impairment test or more frequently if impairment indicators are present.
Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. As of December 31,
2020, we operate in four reporting units within its operating segments.
ASC 350 allows an entity to first assess qualitative
factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If the qualitative assessment
does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a
more likely than not indication of impairment, the two-step impairment test is performed. Alternatively, ASC 350 permits an entity to
bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment
test.
The provisions of ASC 350 require that the quantitative
two-step impairment test will be performed on goodwill at the level of the reporting units. In the first step, or “Step one”, we
compare the fair value of each reporting unit to its carrying value. If the fair value exceeds the carrying value of the net assets,
goodwill is considered not impaired, and we are not required to perform further testing. If the carrying value of the net assets exceeds
the fair value, then we must perform the second step, or “Step two”, of the impairment test in order to determine
the implied fair value of goodwill. To determine the fair value used in Step one, we use discounted cash flows. If and when we are required
to perform a Step two analysis, determining the fair value of its net assets and its off-balance sheet intangibles, then we would be
required to make judgments that involve the use of significant estimates and assumptions.
We determine the fair value of each reporting
unit by using the income approach, which utilizes a discounted cash flow model, as it believes that this approach best approximates the
reporting unit’s fair value. Judgments and assumptions related to revenue, operating income, future short-term and long-term growth
rates, weighted average cost of capital, interest, capital expenditures, cash flows, and market conditions are inherent in developing
the discounted cash flow model. We consider historical rates and current market conditions when determining the discount and growth rates
to use in its analyses. If these estimates or their related assumptions change in the future, we may be required to record impairment
charges for its goodwill.
We performed annual impairment tests during the
fourth quarter in each of the years ended December 31, 2018, 2019 and 2020 and did not identify any impairment losses. See Note 9 to
our financial statements included in this annual report for further disclosures required under ASC 350.
Impairment of long-lived assets,
right of use assets and intangible assets subject to amortization
We review our long-lived assets to be held or
used, including right of use assets and intangible assets that are subject to amortization long-lived assets for impairment in accordance
with ASC 360, “Property, Plant and Equipment,” or ASC 360, whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds the fair value
of the assets.
As required by ASC 820, “Fair Value Measurements
and disclosures” we apply assumptions, judgments and estimates that marketplace participants would consider in determining the
fair value of long-lived assets (or asset groups).
Intangible assets with finite lives are comprised
of distribution rights, acquired technology, customer relationships, backlog and non-compete agreements and are amortized over their
economic useful life using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets
are consumed or otherwise used up. Distribution rights, acquired technology and non-compete agreements were amortized on a straight line
basis and customer relationships and backlog were amortized on an accelerated method basis over a period between 1 and 15 years based
on the customer relationships identified.
During the years ended December 31, 2018, 2019 and 2020, no impairment
indicators were identified.
Marketable Securities
We account for all our investments in marketable
securities in accordance with ASC 320 “Investments – Debt and Equity Securities,” or ASC 320. Our marketable securities
consist solely of debt securities which are designated as available-for-sale and are stated at fair value, with unrealized gains and
losses reported in accumulated other comprehensive income (loss), a separate component of shareholders’ equity. Realized gains
and losses on sales of investments, as determined on a specific identification basis, are included in financial income, net, together
with accretion (amortization) of discount (premium), and interest or dividends. Other debt securities are held as trading securities
and are measured at fair value through profit or loss.
We recognize an impairment charge when a decline
in the fair value of an investment that falls below its cost basis is determined to be other-than-temporary.
Declines in fair value of available-for-sale
equity securities that are considered other-than-temporary, based on criteria described in SAB Topic 5M, “Other Than Temporary
Impairment of Certain Investments in Equity Securities,” are charged to earnings (based on the entire difference between fair value
and amortized cost). Factors considered in making such a determination include the duration and severity of the impairment, the financial
condition and near-term prospects of the issuer, and the intent and ability of the company to retain its investment for a period of time
sufficient to allow for any anticipated recovery in market value.
For declines in value of debt securities we apply
an amendment to ASC 320. Under the amended impairment model, an other-than-temporary impairment loss is deemed to exist and recognized
in earnings if management intends to sell or if it is more likely than not that it will be required to sell, a debt security, before
recovery of its amortized cost basis. If the criteria mentioned above, does not exist, we evaluate the collectability of the security
in order to determine if the security is other than temporary impaired.
For debt securities that are deemed other-than-temporary
impaired, the amount of impairment recognized in the statement of operations is limited to the amount related to “credit losses”
(the difference between the amortized cost of the security and the present value of the cash flows expected to be collected), while impairment
related to other factors is recognized in other comprehensive income.
We did not record any impairment in the value
of marketable securities during the years ended December 31, 2018, 2019 and 2020.
Stock-based Compensation
We account for stock-based compensation in accordance
with ASC 718 “Compensation – Stock Compensation,” or ASC 718 which requires registrants to estimate the fair value
of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately
expected to vest is recognized as an expense over the requisite service periods in our consolidated statement of income. We recognize
compensation expenses for the value of our awards, which have graded vesting based on the accelerated method over the requisite service
period of each of the awards, net of estimated forfeitures. To measure and recognize compensation expense for share-based awards we use
the Binomial option-pricing model. The Binomial model for option pricing requires a number of assumptions such as volatility, dividend
yield rate, and risk-free interest rate and also allows for the use of dynamic assumptions and considers the contractual term of the
option, the probability that the option will be exercised prior to the end of its contractual life, and the probability of termination
or retirement of the option holder in computing the value of the option.
The fair value of each option granted using the
Binomial model, was estimated on the date of grant with the following assumptions: expected volatility was based upon actual historical
stock price movements and was calculated as of the grant dates for different periods, since the Binomial model can be used for different
expected volatilities for different periods. The risk-free interest rate was based on the yield from U.S. Treasury zero-coupon bonds
with an equivalent term to the contractual term of the options. The expected term of options granted was derived from the output of the
option valuation model and represented the period of time that options granted were expected to be outstanding. Estimated forfeitures
were based on actual historical pre-vesting forfeitures. Since dividend payments are applied to reduce the exercise price of the option,
the effect of the dividend protection was reflected by using an expected dividend assumption of zero.
For awards with performance conditions, compensation
cost is recognized over the requisite service period if it is ‘probable’ that the performance conditions will be satisfied.
During the years ended December 31, 2018, 2019,
we recognized stock-based compensation expense related to employee stock options in the amount of $0.2 million, $0.1 million, respectively.
We did not recognize stock-based compensation expenses in connection with employee stock options in 2020.
Contingencies
From time to time, we are subject to legal, administrative
and regulatory proceedings, claims, demands and investigations in the ordinary course of business, including claims with respect to intellectual
property, contracts, employment and other matters. We accrue a liability when it is both probable that a liability has been incurred
and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and
the determination as to whether a loss is reasonably estimable. These accruals are reviewed and adjusted to reflect the impact of negotiations,
settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter.
Principles of Consolidation
The consolidated financial statements include
the accounts of the Company and its subsidiaries. Intercompany balances and transactions, including profit from intercompany sales not
yet realized outside the Group, have been eliminated upon consolidation.
Changes in the parent’s ownership interest
in a subsidiary with no change of control are treated as equity transactions, with any difference between the amount of consideration
paid and the change in the carrying amount of the non-controlling interest, recognized in equity.
Non-controlling interests of subsidiaries represent
the non-controlling share of the total comprehensive income (loss) of the subsidiaries and fair value of the net assets upon the acquisition
of the subsidiaries. The non-controlling interests are presented in equity separately from the equity attributable to the equity holders
of the Company. Redeemable non-controlling interests are classified as mezzanine equity, separate from permanent equity, on the consolidated
balance sheets and measured at each reporting period at the higher of their redemption amount or the non-controlling interest book value,
in accordance with the requirements of ASC 810 “Consolidation” and ASC 480-10-S99-3A, “Distinguishing Liabilities from
Equity.”
Fair Value Measurements
We account for certain assets and liabilities
at fair value under ASC 820. 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 (for example cash flow modeling inputs based on assumptions).
Assets and liabilities measured at fair value
on a recurring basis are comprised of marketable securities, foreign currency forward contracts and contingent consideration of acquisitions
(See Note 5 to the consolidated financial statements).
The carrying amounts reported in the balance
sheet for cash and cash equivalents, short term bank deposits, trade receivables, other accounts receivable, short-term bank credit,
trade payables and other accounts payable approximate their fair values due to the short-term maturities of such instruments.
Income Tax
We account for income taxes in accordance with
ASC 740, “Income Taxes,” or ASC 740. ASC 740 prescribes the use of the “asset and liability” method whereby deferred
tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
We provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. Deferred tax assets
and liabilities are classified as non-current.
Taxes that would apply in the event of disposal
of investments in subsidiaries have not been taken into account in computing deferred taxes, as it is our intention to hold these investments,
rather than realize them. We do not expect our non-Israeli subsidiaries to distribute taxable dividends in the foreseeable future, as
their earnings are needed to fund their growth while we expect to have sufficient resources in the Israeli companies to fund our cash
needs in Israel.
Our non-Israeli subsidiaries are taxed according
to the tax laws in their respective domiciles of residence. If earnings are distributed to Israel in the form of dividends or otherwise,
the Company may be subject to additional Israeli income taxes (subject to an adjustment for foreign tax credits) and foreign withholding
tax rates.
Neither Israeli income taxes, foreign withholding
taxes nor deferred income taxes were provided in relation to undistributed earnings of the non-Israeli subsidiaries. This is because
we intend to permanently reinvest undistributed earnings in the foreign subsidiaries in which those earnings arose. If these earnings
were distributed in the form of dividends or otherwise, we would be subject to additional Israeli income taxes (subject to an adjustment
for foreign tax credits) and non-Israeli withholding taxes.
The amount of cash and cash equivalents that
are currently held outside of Israel that would be subject to income taxes if distributed as dividends is $14.2 million. However, a determination
of the amount of the unrecognized deferred tax liability for temporary difference related to those undistributed earnings of foreign
subsidiaries is not practicable due to the complexity of the structure of our group of subsidiaries for tax purposes and the difficulty
of projecting the amount of future tax liability.
We utilize a two-step approach in recognizing
and measuring uncertain tax positions accounted for in accordance with ASC 740. Under the first step we evaluate a tax position taken
or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not
that, based on technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation
processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate
settlement with the tax authorities. We have accrued interest and penalties related to unrecognized tax benefits in our provisions for
income taxes.
Recently Issued Accounting Standards
For a description of recently issued and recently
adopted accounting standards, see Note 2 to our consolidated financial statements appearing elsewhere in this annual report.
C.
|
Research
and Development
|
Our research and development and support personnel
work closely with our customers, our prospective customers and relevant market analysts to determine our requirements and to design enhancements
and new releases to meet market needs. We periodically release enhancements and upgrades to our core products. In the years ended December
31, 2018, 2019 and 2020, we invested $9.4 million, $12.4 million and $12.1 million in research and development, respectively. Research
and development activities take place in our facilities in Israel, India, Russia and Japan.
As of December 31, 2020, we employed 233 employees
in research and development activities, of which 78 persons were located in Israel, 129 persons in India, 20 persons in Russia, 5 persons
in Japan (when measured on a full time basis) and 1 person in the US. Our product development team includes technical writers who prepare
user documentation for our products. In addition, we have also entered into arrangements with subcontractors for the preparation of product
user documentation and certain product development work.
For additional information regarding product
development see Item 4. “Information on the Company - Business Overview - Product Development.”
For information see discussion in Item 4. “Information
on the Company-Business Overview-Industry Background and Trends” and Item 5. “Operating and Financial Review and Prospects
- Results of Operations.”
E.
|
Off-Balance
Sheet Arrangements
|
We are not a party to any off-balance sheet arrangements.
In addition, we have no unconsolidated special purpose financing or partnership entities that are likely to create material contingent
obligations.
F.
|
Tabular
Disclosure of Contractual Obligations
|
The following table summarizes our minimum contractual
obligations as of December 31, 2020 and the effect we expect them to have on our liquidity and cash flow in future periods.
|
|
Payments due by period
|
|
Contractual Obligations
|
|
Total
|
|
|
less than
1 year
|
|
|
1-3 years
|
|
|
over
3 years
|
|
Operating lease obligations
|
|
$
|
29,176,000
|
|
|
$
|
3,853,000
|
|
|
$
|
5,987,000
|
|
|
$
|
19,336,000
|
|
Liabilities due to acquisition activities
|
|
|
22,637,000
|
|
|
|
4,998,000
|
|
|
|
17,639,000
|
|
|
|
-
|
|
Severance payments, net*
|
|
|
5,545,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Uncertainties in income taxes (ASC 740) **
|
|
|
1,103,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Short and Long term debt
|
|
|
24,881,000
|
|
|
|
11,529,000
|
|
|
|
13,056,000
|
|
|
|
296,000
|
|
Total contractual obligations
|
|
$
|
83,342,000
|
|
|
$
|
20,380,000
|
|
|
$
|
36,682,000
|
|
|
$
|
19,632,000
|
|
|
*
|
Severance
payments relate to accrued severance obligations and notice obligations mainly to our Israeli
employees as required under Israeli labor law or personal employment agreements. We are legally
required to pay severance upon certain circumstances, primarily upon termination of employment
by our company, retirement or death of the respective employee. Our liability for all of
our Israeli employees is fully provided for by monthly deposits with insurance policies and
by an accrual.
|
|
**
|
Payment
of uncertain tax benefits would result from settlements with taxing authorities. Due to the
difficulty in determining the timing of settlements, this information is not included in
the above table. We do not expect to make any significant payments for these uncertain tax
positions within the next 12 months.
|
ITEM 6.
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
A.
|
Directors and Senior Management
|
Set forth below are the name, age, principal position and a biographical
description of each of our directors and executive officers:
Name
|
|
Age
|
|
Position
|
Guy Bernstein
|
|
53
|
|
Chief Executive Officer and Director
|
Sagi Schliesser (1)
|
|
49
|
|
External Director
|
Ron Ettlinger (1)
|
|
54
|
|
External Director
|
Naamit Salomon
|
|
56
|
|
Director
|
Avi Zakay (1)
|
|
42
|
|
Director
|
Asaf Berenstin
|
|
43
|
|
Chief Financial Officer
|
Arik Kilman
|
|
68
|
|
Chairman, Software Solutions division
|
Yakov Tsaroya
|
|
51
|
|
Chief Executive Officer of Coretech Consulting Services and Fusion Solutions
|
Uzi Yaari
|
|
47
|
|
Chief Executivee Officer of Complete Business Solutions
|
Arik Faingold
|
|
44
|
|
President, Integration Solutions division
|
Yuval Baruch
|
|
54
|
|
Chief Executive Officer of Hermes Logistics
|
Hanan Shahaf
|
|
69
|
|
Chief Executive Officer of Roshtov Software Industries Ltd
|
Yuval Lavi
|
|
52
|
|
Vice President Technology and innovation of Software Solutions division
|
(1)
|
Member of our Audit and Compensation Committees
|
Messrs. Guy Bernstein, Avi Zakay and Ms. Naamit
Salomon were re-elected as directors at our 2020 annual general meeting of shareholders to serve as directors until our 2021 annual general
meeting of shareholders.
Messrs. Sagi Schliesser and Ron Ettlinger are
serving as external directors pursuant to the provisions of the Israeli Companies Law for their second three-year terms.
Mr. Guy Bernstein and Mr. Asaf Berenstin are first
cousins. Mr. Arik Faingold is the brother of Mr. Idan Faingold who is an executive officer of the Comm-IT Group and the two brothers are
the owners of the 13.6% minority interest in that company. Other than such relationships, there are no family relationships among our
directors and senior executives.
Guy Bernstein has served as our
chief executive officer since April 2010 and has served as a director of our company since January 2007 and served as the chairman of
our board of directors from April 2008 to April 2010. Mr. Bernstein has served as the chief executive officer of Formula Systems, our
parent company, since January 2008. From December 2006 to November 2010, Mr. Bernstein served as a director and the chief executive officer
of Emblaze Ltd. or Emblaze, our former controlling shareholder. Mr. Bernstein also serves as the chairman of the board of directors of
Sapiens International Corporation N.V., or Sapiens, and is the chairman of the board of directors of Matrix IT Ltd., both of which are
subsidiaries of Formula Systems. From April 2004 to December 2006, Mr. Bernstein served as the chief financial officer of Emblaze and
he has served as a director of Emblaze since April 2004. Prior to that and from 1999, Mr. Bernstein served as our chief financial and
operations officer. Prior to joining our company, Mr. Bernstein was senior manager at Kost Forer Gabbay & Kasierer, a member of Ernst
& Young Global, from 1994 to 1997. Mr. Bernstein holds a B.A. degree in accounting and economics from Tel Aviv University and is a
certified public accountant (CPA) in Israel.
Sagi Schliesser has served as an
external director of our company since November 2015 and is a member of our audit committee. Mr. Schliesser has been the co-founder and
chief executive officer of TabTale, a creator of innovative games, interactive books and educational apps since 2010. Prior to founding
TabTale, Mr. Schliesser was the CTO of Sapiens International Corporation (NASDAQ and TASE: SPNS), managing Sapiens Technologies. Previously
Mr. Schliesser served for seven years as VP of R&D and CTO of IDIT Technologies Ltd., a global provider of insurance software solutions.
Before that Mr. Schliesser was one of the founders of WWCOM, a B2B enablement software startup. Mr. Schliesser holds a B.Sc. degree
with honors in Computer Science and Psychology from Tel Aviv University, as well as a Master’s degree in Computer Science from the
Interdisciplinary Center in Herzliya and an M.B.A. degree with honors in Business Psychology from Hamaslool Ha’akademi Shel
Hamichlala Leminhal.
Ron Ettlinger has served as a director
of our company since December 2014 and is a member of our audit committee. Mr. Ettlinger is the founder and has been the chief executive
officer of “Nippon Europe Israel Ltd.,” a leading provider of car multimedia advanced systems, since October 2000. Prior to
that, Mr. Ettlinger was the owner and general manager of Universal Ltd., a car service. Mr. Ettlinger is the founder and since July 2014
has served as chief executive officer of Nippon Lights Ltd., a leading provider of LED lights and panels. Mr. Ettlinger holds a B.A. degree
in Business, with a major in finance and marketing from Tel-Aviv College of Management.
Naamit Salomon has served as director
of our company since March 2003. Since January 2010, Ms. Salomon has served as a partner in an investment company. Ms. Salomon also serves
as a director of Sapiens, which is part of the Formula group. Ms. Salomon served as the chief financial officer of Formula Systems from
August 1997 until December 2009. From 1990 through August 1997, Ms. Salomon served as the controller of two large privately held companies
in the Formula group. Ms. Salomon holds a B.A. degree in Economics and Business administration from Ben Gurion University and an LL.M.
degree from Bar-Ilan University.
Avi Zakay has served as director
of our company since February 2018. Mr. Zakay has been the sales manager of the Volkswagen dealership and showroom in Rishon Letzion (Champion
Motors) since 2014. In 2013, he served as the sales manager of the showroom of Mitsubishi Motors in Netanya, and from 2007 to 2013,
he served as a sales manager of BMW and Mercedes-Benz in Tel Aviv. Mr. Zakay holds a B.A. degree in Business Administration and studied
for an M.B.A. degree, both from Michlala Le-minhal College in Tel-Aviv.
Asaf Berenstin has served as our
chief financial officer since April 2010. In November 2011, Mr. Berenstin was appointed as Chief Financial Officer of our parent company
Formula Systems (1985) Ltd. in addition to his position as chief financial officer of our company. Prior to that and from August 2008,
Mr. Berenstin served as our corporate controller. Mr. Berenstin also serves as a director of Michpal Micro Computers (1983) Ltd., a director
at TSG IT Advanced Systems Ltd., and is a director at InSync staffing, all of them are subsidiaries of Formula Systems. Prior to joining
our company and from July 2007, Mr. Berenstin served as a controller at Gilat Satellite Networks Ltd. (NASDAQ: GILT). From October 2003
to July 2008, Mr. Berenstin was a certified public accountant at Kesselman & Kesselman, a member of PriceWaterhouseCoopers. Mr. Berenstin
holds a B.A. degree in Accounting and Economics and an M.B.A. degree, both from Tel Aviv University, and is a certified public accountant
(CPA) in Israel.
Yuval Lavi has served as Vice President
Technology and Innovation since 2017. Prior to that and from April 2013, Mr. Lavi served as vice president, Corporate Professional Services
& Support,. Mr. Lavi joined our company in 2013,. Before joining our company, Mr. Lavi served for 18 years as the Chief
Technology Officer and joint founder of Kopel Reem Ltd.
Arik Kilman has served as chairman
of our Software Solutions division since January 2017 and president of AppBuilder Software Solutions division since January 2012, following
our acquisition of AppBuilder Solutions Ltd. at which time he was named Chief Executive Officer of AppBuilder. Prior to joining our company,
Mr. Kilman served as Chief Executive Officer of BluePhoenix Solutions Ltd., the former parent of AppBuilder from May 2003 to January 2009
and from April 2010 to December 2011. Mr. Kilman holds a B.A. degree in Economics and Computer Science from New York City College of Technology.
Yakov Tsaroya has served as chief
executive officer of our subsidiary, CoreTech Consulting Group LLC, since 2006. Mr. Tsaroya has also served as Chief Executive Officer
of Fusion Solution LLC and Xsell Resources Inc. since our acquisition of these companies in 2010. Mr. Tsaroya holds a B.A. degree in Accounting
and Finance from the College of Administration in Israel and is a certified public accountant (CPA) in Israel.
Uzi Yaari joined Complete Business
Solutions as CEO in 2015 after spending seven years as CEO at leading ERP implementer, Intentia Advanced Solutions. Having served
in various positions during his 15 years at Intentia, Uzi brings a rich history of ERP experience and expertise in various ERP ecosystems
and in various countries having lead many ERP projects both in the country and abroad. Uzi is an industrial engineer.
Arik Faingold has served as president
of our Integration Solutions division since July 2012. Mr. Faingold has served as chairman of Comm-IT Group since 2009. Mr. Faingold was
General Manager of Open TV Israel, part of OpenTV Global, from 2003 to 2009. Mr. Faingold served as Co-founder and CTO of Betting Corp
from 1999 to 2003. Mr. Faingold holds a B.A. degree in Computer Science from the Interdisciplinary Center in Herzliya and an M.B.A. from
Tel Aviv University.
Yuval Baruch has served as an officer
of our company since his appointment in September 2012 as the chief executive officer of Hermes Logistics Technologies (HLT). Mr. Baruch
has also served as the chief executive officer of Pilat HR solutions since April 2013. Mr. Baruch was chief executive officer of J.R.
Holdings & Development from November 2007 to January 2012. Mr. Baruch has served as an external director of Matrix IT, a publicly
traded company in Israel, since 2011. Between 2004 and 2008 Mr. Baruch launched, managed and divested a chain of fitness centers in Israel.
Mr. Baruch holds a B.A. degree in Marketing and Finance from The College of Management in Israel and an M.B.A. degree from the Stanford
Graduate School of Business.
Hanan Shahaf became an officer of
our company in July 2016, as part of the Roshtov Software Industries Ltd. acquisition. Mr. Shahaf was one of Roshtov’s founders
in 1989 and has served as its Chief Executive Officer and a director since its inception. He also served as a director and chairman on
several private companies’ boards. Mr. Shahaf holds a B.sc in Industrial engineering and Management and an M.B.A. from Northwestern
University (Kellogg School of Management) and Tel Aviv university (Recanati Graduate School of BA).
The following table sets forth all compensation
we paid with respect to all of our directors and executive officers as a group for the year ended December 31, 2020.
|
|
Salaries,
fees,
commissions
and bonuses
|
|
|
Pension,
retirement
and similar
benefits
|
|
All directors and executive officers as a group (13 persons)
|
|
$
|
3,361,141
|
|
|
$
|
87,971
|
|
For so long
as we qualify as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic companies, including
the requirement to disclose information concerning the amount and type of compensation paid to our chief executive officer, chief financial
officer and the three other most highly compensated executive officers, rather than on an aggregate basis. Nevertheless, a recent amendment
to the regulations promulgated under the Israeli Companies Law requires us to disclose the annual compensation of our five most highly
compensated officers on an individual basis, rather than on an aggregate basis, as was previously permitted for Israeli public companies
listed overseas. Under the Companies Law regulations, this disclosure is required to be included in the annual proxy statement for our
annual meeting of shareholders each year, which we furnish to the SEC under cover of a Report of Foreign Private Issuer on Form 6-K. Because
of that disclosure requirement under Israeli law, we are also including such information in this annual report, pursuant to the disclosure
requirements of Form 20-F.
The table
below reflects the compensation granted to our five most highly compensated officers during or with respect to the year ended December
31, 2020. All amounts reported in the table reflect the cost to our company, as recognized in our financial statements for the
year ended December 31, 2020.
2020
Summary Compensation Table
Name and Position
|
|
Salary
|
|
|
Bonus (1)
|
|
|
All Other
Compensation(3)
|
|
|
Total
|
|
Yakov Tsaroya, President, Coretech Consulting Group LLC
|
|
$
|
234,000
|
|
|
$
|
612,000
|
|
|
$
|
9,000
|
|
|
$
|
855,000
|
|
Arik Faingold, President, Integration Solutions division
|
|
|
379,593
|
|
|
|
184,844
|
|
|
|
|
|
|
|
564,437
|
|
Arik Kilman, Chairman, Software Group
|
|
|
418,361
|
|
|
|
92,969
|
|
|
|
|
|
|
|
511,330
|
|
Yuval Baruch, Chief Executive Officer of Hermes Logistics
|
|
|
207,160
|
|
|
|
112,310
|
|
|
|
|
|
|
|
319,470
|
|
Hanan Shahaf, Chief Executive Officer of Roshtov Software Industries Ltd
|
|
|
297,978
|
|
|
|
|
|
|
|
12,631
|
|
|
|
310,609
|
|
|
(1)
|
Amounts
reported in this column represent annual incentive bonuses granted to the covered executives based on performance-metric based formulas
set forth in their respective employment agreements.
|
|
(2)
|
Amounts
reported in this column represent the grant date fair value computed in accordance with accounting guidance for share-based compensation.
|
|
(3)
|
Amounts
reported in this column include personal benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites
may include, to the extent applicable to the respective covered executive, payments, contributions and/or allocations for savings funds
(e.g., Managers Life Insurance Policy), education funds (referred to in Hebrew as “keren hishtalmut”), pension, severance,
vacation, car or car allowance, medical insurances and benefits, risk insurance (e.g., life insurance or work disability insurance),
telephone expense reimbursement, convalescence or recreation pay, relocation reimbursement, payments for social security, and other personal
benefits and perquisites consistent with our company’s guidelines. All amounts reported in the table represent incremental cost
to our company.
|
During the year ended December 31, 2020, we paid
to each of our outside and independent directors an annual fee of $27,789 and a per-meeting
attendance fee of $750. Such fees are paid based on the fees detailed in a schedule published semi-annually by the Committee for Public
Directors under the Israeli Securities Law. The above compensation excludes stock- based compensation costs in accordance with ASC 718.
As of December 31, 2020, our directors and executive
officers as a group, then consisting of 13 persons, held options to purchase an aggregate of 15,000 ordinary shares, at exercise prices
of $2.93 per share. All of these options will expire in 2021. All such options were granted under our 2007 Incentive Compensation Plan.
See Item 6E “Directors, Senior Management and Employees - Share Ownership - Stock-Based Compensation Plans.”
Introduction
According to the Israeli Companies Law and our
Articles of Association, the management of our business is vested in our board of directors. The board of directors may exercise all powers
and may take all actions that are not specifically granted to our shareholders. Our executive officers are responsible for our day-to-day
management. The executive officers have individual responsibilities established by our board of directors. Executive officers are appointed
by and serve at the discretion of the board of directors, subject to any applicable agreements.
Election of Directors
Our articles of association provide for a board
of directors consisting of no less than three and no more than eleven members or such other number as may be determined from time to time
at a general meeting of shareholders. Our board of directors is currently composed of five directors.
Pursuant to our articles of association, all of
our directors are elected at our annual general meeting of shareholders, which are required to be held at least once during every calendar
year and not more than 15 months after the last preceding meeting. Except for our external directors (as described below), our directors
are elected by a vote of the holders of a majority of the voting power represented and voting at such meeting and hold office until the
next annual meeting of shareholders following the annual meeting at which they were appointed. Directors (other than external directors)
may be removed earlier from office by resolution passed at a general meeting of our shareholders. Our board of directors may temporarily
fill vacancies in the board until the next annual meeting of shareholders, provided that the total number of directors will not exceed
the maximum number permitted under our articles of association.
Under the Israeli Companies Law, our board of
directors is required to determine the minimum number of directors who must have “accounting and financial expertise” (as
such term is defined in regulations promulgated under the Israeli Companies Law). In determining such number, the board of directors must
consider, among other things, the type and size of the company and the scope of and complexity of its operations. Our board of directors
has determined that at least one director must have “accounting and financial expertise,” within the meaning of the regulations
promulgated under the Israeli Companies Law.
External and Independent Directors
External Directors. The Israeli
Companies Law requires companies organized under the laws of the State of Israel with shares that have been offered to the public in or
outside of Israel to appoint at least two external directors. No person may be appointed as an external director if the person is a relative
of the controlling shareholder of the company or if the person or the person’s relative, partner, employer or any entity under the
person’s control has or had, on or within the two years preceding the date of the person’s appointment to serve as an external
director, any affiliation with the company or the controlling shareholder of the company or the controlling shareholder’s relative
or any entity controlled by the company or by the controlling shareholder of the company. If the company does not have a controlling shareholder
or a person or entity which holds 25% of the total voting rights of the company, an external director may also not have an affiliation
with chairman of the board, the chief executive officer, beneficial owner of 5% or more of the issued shares or the voting power of the
company and the most senior executive officer of the company in the finance field. The term “affiliation” includes an employment
relationship, a business or professional relationship maintained on a regular basis (other than negligible relationships), control and
service as an “office holder” as defined in the Israeli Companies Law, however, “affiliation” does not include
service as a director of a private company prior to its first public offering if the director was appointed to such office for the purpose
of serving as an external director following the company’s first public offering. In addition, no person may serve as an external
director if the person’s position or other activities create or may create a conflict of interest with the person’s responsibilities
as an external director or may otherwise interfere with the person’s ability to serve as an external director. In addition, a director
in a company may not be appointed as an external director in another company if at that time, a director of the other company serves as
an external director in the first company. Moreover, a person may not be appointed as an external director, if he or she is employed by
the Israeli Securities Authority or by Tel-Aviv Stock Exchange. If, at the time external directors are to be appointed, all current members
of the board of directors which are not the controlling shareholders of the company or their relatives are of the same gender, then at
least one external director must be of the other gender.
At least one of the external directors must have
“accounting and financial expertise” and the other external directors must have “professional expertise,” as such
terms are defined by regulations promulgated under the Israeli Companies Law.
The election of the nominee for external
director requires the affirmative vote of (i) the majority of the votes actually cast with respect to such proposal including at least
a majority of the voting power of the non-controlling shareholders (as such term is defined in the Israel Securities Law, 1968) or those
shareholders who do not have a personal interest in approval of the nomination except for a personal interest that is not as a result
of the shareholder’s connections with the controlling shareholder, who are present in person or by proxy and vote on such proposal,
or (ii) the majority of the votes cast on such proposal at the meeting, provided that the total votes cast in opposition to such proposal
by the non-controlling shareholders or those shareholders who do not have a personal interest in approval of the nomination except for
a personal interest that is not as a result of the shareholder’s connections with the controlling shareholder (as such term is defined
in the Israel Securities Law, 1968) does not exceed 2% of all the voting power in the Company.
External directors serve for a three-year term.
However, in accordance with the Israeli Companies Law regulations, external directors of a public company whose shares are traded on the
NASDAQ may be appointed for additional periods of three-year each provided that the audit committee and the board of directors have approved
that, given the external director’s expertise and contribution to the board and committee meetings, such appointment is for the
company’s benefit and provided further that the nomination to additional periods of three-year terms is approved through one of
the following mechanisms: (i) the board of directors proposed the nominee and his appointment was approved by the shareholders in the
manner required to appoint external directors for their initial term (described above); or (ii) one or more shareholders holding 1% or
more of the voting rights proposed the nominee, and the nominee is approved by the majority of the votes actually cast with respect to
such proposal and all of the following conditions are met: (a) the majority of votes does not include the votes of the controlling shareholder
or votes of shareholders who have a personal interest in approval of the nomination except for a personal interest that is not as a result
of the shareholder’s connections with the controlling shareholder and (b) the total votes cast in favor of such proposal by the
non-controlling shareholders or those shareholders who do not have a personal interest in the approval of the nomination except for a
personal interest that is not as a result of the shareholder’s connections with the controlling shareholder exceed 2% of all the
voting power in the company.
External directors may be removed from office
only by the same percentage of shareholders as is required for their election, or by a court, and then only if the external directors
cease to meet the statutory qualifications for their appointment, violate their duty of loyalty to the company or are found by a court
to be unable to perform his or hers duties on a full time basis. External directors may also be removed by the court if they are found
guilty of bribery, fraud, administrative offenses or use of inside information.
Each committee of the board of directors that
may exercise a responsibility of the board of directors must include at least one external director. The audit committee must be comprised
of at least three directors and include all the external directors. An external director is entitled to compensation as provided in regulations
adopted under the Israeli Companies Law and is otherwise prohibited from receiving any other compensation, directly or indirectly, in
connection with such service.
Until the lapse of two years from termination
of office, we may not engage an external director, or his or her spouse or child to service as an office holder and cannot employ or receive
services from that person, either directly or indirectly, including through a corporation controlled by that person.
Independent Directors. NASDAQ Stock Market Rules require
us to establish an audit committee comprised of at least three members and only of independent directors each of whom satisfies the respective
“independence” requirements of the SEC and NASDAQ.
Pursuant to the Israeli Companies Law, a director
may be qualified as an independent director if such director is either (i) an external director; or (ii) a director that serves as a board
member less than nine years and the audit committee has approved that he or she meets the independence requirements of an external director.
A majority of the members serving on the audit committee must be independent under the Israeli Companies Law. In addition, an Israeli
company whose shares are publicly traded may elect to adopt a provision in its articles of association pursuant to which a majority of
its board of directors will constitute individuals complying with certain independence criteria prescribed by the Israeli Companies Law.
We have not included such a provision in our articles of association. Pursuant to Israeli regulations adopted in January 2011, directors
who comply with the independence requirements of NASDAQ and the SEC are deemed to comply with the independence requirements of the Israeli
Companies Law.
Our board of directors has determined that Mr.
Sagi Schliesser and Mr. Ron Ettlinger both qualify as independent directors under the SEC and NASDAQ requirements and as external
directors under the Israeli Companies Law requirements. Our board of directors has further determined that Mr. Avi Zakay qualifies as
an independent director under the SEC, NASDAQ and Israeli Companies Law requirements.
Committees of the Board of Directors
Audit Committee. Our audit committee,
established in accordance with Sections 114-117 of the Israeli Companies Law and Section 3(a)(58)(A) of the Securities Exchange Act of
1934, assists our board of directors in overseeing the accounting and financial reporting processes of our company and audits of our financial
statements, including the integrity of our financial statements, compliance with legal and regulatory requirements, our independent public
accountants’ qualifications and independence, the performance of our internal audit function and independent public accountants,
finding any irregularities in the business management of our company for which purpose the audit committee may consult with our independent
auditors and internal auditor, proposing to the board of directors ways to correct such irregularities and such other duties as may be
directed by our board of directors. The responsibilities of the audit committee also include approving related-party transactions as required
by law. The audit committee is also required to determine whether any action is material and whether any transaction is an extraordinary
transaction or non-negligible transaction, for the purpose of approving such action or transaction as required by the Israeli Companies
Law. Under Israeli law, an audit committee may not approve an action or a transaction with a controlling shareholder, or with an office
holder, unless at the time of approval two external directors are serving as members of the audit committee and at least one of the external
directors was present at the meeting in which an approval was granted.
Our audit committee is currently composed of Messrs.
Ettlinger, Schliesser and Zakay, each of whom satisfies the respective “independence” requirements of the SEC and NASDAQ.
We also comply with Israeli law requirements for audit committee members. Our board of directors has determined that Mr. Ettlinger qualifies
as a financial expert. The audit committee meets at least once each quarter.
Compensation Committee. In
accordance with the Israeli Companies Law, we have a compensation committee, whose role is to: (i) recommend a compensation policy for
office holders and to recommend to the board, once every three years, on the approval of the continued validity of the compensation policy
that was determined for a period exceeding three years; (ii) recommend an update the compensation policy from time to time and to examine
its implementation; (iii) determine whether to approve the terms of service and employment of office holders that require the committee’s
approval; and (iv) exempt a transaction from the requirement of shareholders’ approval in accordance with the provisions of the
Israeli companies Law. The compensation committee also has oversight authority over the actual terms of employment of directors and officers
and may make recommendations to the board of directors and the shareholders (where applicable) with respect to deviation from the compensation
policy that was adopted by the company.
Under the Israeli Companies Law, a compensation
committee must consist of no less than three members, including all of the external directors (who must constitute a majority of the members
of the committee), and the remainder of the members of the compensation committee must be directors whose terms of service and employment
were determined pursuant to the applicable regulations. The same restrictions on the actions and membership in the audit committee as
discussed above under “Audit Committee,” including the requirement that an external director serve as the chairman of the
committee and the list of persons who may not serve on the committee, also apply to the compensation committee. We have established a
compensation committee that is currently composed of Messrs. Ettlinger, Schliesser and Zakay.
Internal Auditor
The Israeli Companies Law also requires the board
of directors of a public company to appoint an internal auditor proposed by the audit committee. A person who does not satisfy the Israeli
Companies Law’s independence requirements may not be appointed as an internal auditor.
The role of the internal auditor is to examine,
among other things, the compliance of the company’s conduct with applicable law and orderly business practice. Our internal auditor
complies with the requirements of the Israeli Companies Law. Alkalay Monarov currently serves as our internal auditor.
Directors’ Service Contracts
There are no arrangements or understandings between
us and any of our subsidiaries, on the one hand, and any of our directors, on the other hand, providing for benefits upon termination
of their employment or service as directors of our company or any of our subsidiaries.
Approval of Related Party Transactions Under Israeli Law
Fiduciary Duties of Office Holders
The Israeli Companies Law codifies the fiduciary
duties that “office holders,” including directors and executive officers, owe to a company. An “office holder”
is defined in the Israeli Companies Law as a chief executive officer, chief business manager, deputy general manager, vice general manager,
any other person assuming the responsibilities of any of the foregoing positions without regard to such person’s title or a director
or any other manager directly subordinate to the general manager. An office holder’s fiduciary duties consist of a duty of care
and a duty of loyalty. The duty of care requires an office holder to act at a level of care that a reasonable office holder in the same
position would employ under the same circumstances. This includes the duty to utilize reasonable means to obtain (i) information regarding
the appropriateness of a given action brought for his approval or performed by him by virtue of his position and (ii) all other information
of importance pertaining to the foregoing actions. The duty of loyalty includes (i) avoiding any conflict of interest between the office
holder’s position in the company and any other position he holds or his personal affairs, (ii) avoiding any competition with the
company’s business, (iii) avoiding exploiting any business opportunity of the company in order to receive personal gain for the
office holder or others, and (iv) disclosing to the company any information or documents relating to the company’s affairs that
the office holder has received due to his position as an office holder.
Disclosure of Personal Interests of an Office Holder
The Israeli Companies Law requires that an office
holder promptly, and no later than the first board meeting at which such transaction is considered, disclose any personal interest that
he or she may have and all related material information known to him or her and any documents in their position, in connection with any
existing or proposed transaction by us. In addition, if the transaction is an extraordinary transaction, that is, a transaction other
than in the ordinary course of business, other than on market terms, or likely to have a material impact on the company’s profitability,
assets or liabilities, the office holder must also disclose any personal interest held by the office holder’s spouse, siblings,
parents, grandparents, descendants, spouse’s descendants and the spouses of any of the foregoing, or by any corporation in which
the office holder or a relative is a 5% or greater shareholder, director or general manager or in which he or she has the right to appoint
at least one director or the general manager.
Approval of Transactions with Office Holders and Controlling
Shareholders
Some transactions, actions and arrangements involving
an office holder (or a third party in which an office holder has a personal interest) must be approved by the board of directors and,
in some cases, by the audit committee or the compensation committee and by the board of directors, and under certain circumstances shareholder
approval may also be required, provided, however, that such transactions are for the benefit of the company. Subject to certain exceptions.
a person who has a personal interest in the approval of a transaction by the audit committee or the Board, may not be present and take
part in the voting. An officer or a director who has a personal interest, may be present at the meeting for the purpose of presenting
the transaction if the chairman of the audit committee or the Board, as relevant, has determined that the presence of the officer or director
is required. A director may be present and vote at the meetings of the audit committee and Board if the majority of the directors have
a personal interest in the approval of the transaction. In such case, the transaction also requires approval by the general meeting. The
disclosure requirements which apply to an office holder also apply to such transaction with respect to his or her personal interest in
the transaction.
The Companies Law provides for certain procedural
constraints on a public company entering into a transaction in which a controlling shareholder and other interested parties have a personal
interest. More specifically, Section 275 of the Companies Law provides that an extraordinary transaction (which is defined as a transaction
that is either not in a company’s ordinary course of business; or a transaction that is not undertaken in market conditions; or
a transaction that is likely to substantially influence the profitability of a company, its property or liabilities) between a public
company and its controlling shareholder, or an extraordinary transaction of a public company with a third party in which the controlling
shareholder has a personal interest, including a transaction of a public company with a controlling shareholder, directly or indirectly,
for the receipt of services therefrom (and including a transaction concerning the compensation arrangement of a controlling shareholder
in its capacity as an employee or office holder of the company) (a “Controlling Party Transaction”), requires the approval
of the audit committee (and with respect to a transaction concerning the compensation arrangement – the compensation committee),
the board of directors and the general meeting of shareholders, provided however that the majority approving the transaction shall include
at least one half of the votes of shareholders who do not have a personal interest in the transaction and are participating in the vote,
or that the aggregate number of votes against the approval of the transaction, voted by shareholders who do not have such personal interest
do not exceed 2% of the entire voting rights in the company. Section 275 of the Companies Law further provides that if the term of the
Controlling Party Transaction extends beyond three years, the above approvals are required once every three years. However, if such transaction
does not relate to a compensation arrangement, then the audit committee may approve the transaction for a longer duration, provided that
the audit committee determines that such duration is reasonable under the circumstances. In accordance with the Israeli Companies law
the audit committee is responsible to determine that Controlling Party Transactions shall be subject to a competitive procedure or other
similar procedure before such transactions are approved.
During the year ended December 31, 2020, we sold
approximately $2.8 million of services to affiliated companies of Formula Systems. In 2020, we also purchased from those affiliated companies
approximately $0.8 million of hardware, software and services. We also provided Formula Systems cash management, accounting and bookkeeping
services for total consideration of $0.2 million.
Approval Process of Terms of Service and Employment of Office
Holders
Under the Israeli Companies Law, the method of approval of Terms of
Service and Employment of office holders must be approved as follows:
|
●
|
With respect to an office holder who is not the general manager, a director, a controlling shareholder or a relative of the controlling shareholder:
|
|
●
|
In
the event the transaction is in accordance with the compensation policy of the company – approval (in the following order) of:
(i) compensation committee and (ii) board of directors.
|
|
●
|
In
the event the transaction is not in accordance with the compensation policy of the company – approval, in special cases (in the
following order), by the (i) compensation committee, (ii) board of directors and (iii) company’s shareholders, by a simple majority,
provided that such majority shall include (i) at least one half of the votes of shareholders who are participating in the vote and are
not controlling shareholders or do not have a personal interest regarding the approval of the compensation policy, or (ii) the aggregate
number of the opposing votes, voted by shareholders who do not have such personal interest or are not controlling shareholders, do not
exceed two percent (2%) of the entire voting rights in the company (the “Special Majority”). Under these circumstances,
the compensation committee and board of directors are required to approve the transaction based on certain considerations and include
certain instructions in connection with the compensation policy. In the event the company’s shareholders do not approve the compensation
of the office holder, the compensation committee and board of directors may still approve the transaction, in special cases and with
detailed reasons and after discussion and examining the rejection of the company’s shareholders.
|
|
●
|
With respect to a company’s general manager (generally the equivalent of a CEO):
|
|
●
|
In
the event the transaction is in accordance with the compensation policy - approval (in the following order) by the: (i) compensation
committee, (ii) board of directors and (iii) company’s shareholders with the “Special Majority” described above.
|
|
●
|
In
the event the transaction is not in accordance with the compensation policy – the approval process and requirements are the same
as the approval process for such a transaction with an office holder who is not the general manager, a controlling shareholder or a relative
of the controlling shareholder.
|
|
●
|
The
Israeli Companies Law includes an exception from the shareholder approval requirement in connection with the approval of a transaction
with a general manager candidate, subject to certain conditions. In addition, in the event the company’s shareholders do not approve
the compensation of the general manager, the compensation committee and board of directors may still approve the transaction, in special
cases and with detailed reasons and after discussion and examining the rejection of the company’s shareholders.
|
|
●
|
With respect to a director who is not a controlling shareholder or a relative of the controlling shareholder:
|
|
●
|
In
the event the transaction is in accordance with the compensation policy – approval (in the following order) by the: (i) compensation
committee, (ii) board of directors and (iii) company’s shareholders with a regular majority.
|
|
●
|
In
the event the transaction is not in accordance with the compensation policy – the approval process and requirements are the same
as the approval process for such a transaction with an office holder who is not the general manager, a controlling shareholder or a relative
of the controlling shareholder (other than the possibility to approve a transaction that was not approved by the shareholders).
|
|
●
|
With respect to a controlling shareholder or a relative of a controlling shareholder:
|
|
●
|
In
the event the transaction is in accordance with the compensation policy - approval (in the following order) by the: (i) compensation
committee, (ii) board of directors and (iii) company’s shareholders with the “Special Majority” described above.
|
|
●
|
In the event the transaction is not in accordance with the compensation policy: the approval process and requirements are the same as the approval process for such a transaction with an office holder who is not the general manager, a controlling shareholder or a relative of the controlling shareholder (other than the possibility to approve a transaction that was not approved by the shareholders).
|
In accordance with the Israeli Companies Law,
the audit committee is responsible to determine that Controlling Party Transactions shall be subject to a competitive procedure or other
similar procedure before such transactions are approved.
Our latest amended compensation policy was adopted on February 25,
2021.
Provisions Restricting Change in Control of Our Company
Tender Offer. In certain circumstances,
an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser
would hold 25% or more of the voting rights in the company (unless there is already a 25% or greater shareholder of the company) or more
than 45% of the voting rights in the company (unless there is already a shareholder that holds more than 45% of the voting rights in the
company). If, as a result of an acquisition, the acquirer would hold more than 90% of a company’s shares or voting rights, the acquisition
must be made by means of a tender offer for all of the shares. A purchase by a tender offer is subject to additional requirements as specified
in the Israeli Law and regulations promulgated thereunder.
Merger. The Israeli Companies Law
generally requires that a merger be approved by the board of directors and by the general meeting of the shareholders. Upon the request
of any creditor of a merging company, a court may delay or prevent the merger if it concludes that there is a reasonable concern that,
as a result of the merger, the surviving company will be unable to satisfy its obligations. In addition, a merger may generally not be
completed unless at least (i) 50 days have passed since the filing of the merger proposal with the Israeli Registrar of Companies, and
(ii) 30 days have passed since the merger was approved by the shareholders of each of the merging companies. The approval of merger by
the company is also subject to additional approval requirements as specified in the Israeli Companies Law and regulations promulgated
thereunder.
Exculpation, Indemnification and Insurance of Directors and Officers
Exculpation and Indemnification of Office Holders
The Israeli Companies Law and our Articles of
Association authorize us, subject to the receipt of requisite corporate approvals, to indemnify and exempt our directors and officers,
subject to certain conditions and limitations. Most recently, in November 2011 our shareholders approved a form of indemnification
and exculpation letter to ensure that our directors and officers (including any director and officer who may be deemed to be a controlling
shareholder, within the meaning of the Israeli Companies Law) are afforded protection to the fullest extent permitted by law as currently
in effect. Under the approved form of indemnification and exculpation letter, the total amount of indemnification allowed may not exceed
an amount equal to 25% of our shareholders’ equity in the aggregate, calculated with respect to each of our directors and officers.
The Israeli Companies Law provides that an Israeli
company may not exculpate an office holder from liability for a breach of the duty of loyalty of the office holder. The company may, however,
approve an office holder’s act performed in breach of the duty of loyalty, provided that the office holder acted in good faith,
the act or its approval does not harm the company and the office holder discloses the nature of his or her personal interest in the act
and all material facts and documents a reasonable time before discussion of the approval. An Israeli company may exculpate an office holder
in advance from liability to the company, in whole or in part, for a breach of duty of care, but only if a provision authorizing such
exculpation is inserted in its articles of association. An Israeli company may also not exculpate a director for liability arising out
of a prohibited dividend or distribution to shareholders.
The Israeli Companies Law provides that a company
may, if permitted by its articles of association, indemnify an office holder for acts or omissions performed by the office holder in such
capacity for:
|
●
|
A financial liability imposed on the office holder in favor of another person by any judgment, including a settlement or an arbitrator’s award approved by a court;
|
|
●
|
Reasonable litigation expenses, including attorney’s fees, actually incurred by the office holder as a result of an investigation or proceeding instituted against him or her by a competent authority, provided that such investigation or proceeding concluded without the filing of an indictment against the office holder or the imposition of any financial liability instead of criminal proceedings, or concluded without the filing of an indictment against the office holder and a financial liability was imposed on the officer holder instead of criminal proceedings with respect to a criminal offense that does not require proof of criminal intent;
|
|
●
|
Reasonable litigation expenses, including attorneys’ fees, incurred by such office holder or which were imposed on him by a court, in proceedings the company instituted against the office holder or that were instituted on the company’s behalf or by another person, or in a criminal charge from which the office holder was acquitted, or in a criminal proceeding in which the office holder was convicted of a crime which does not require proof of criminal intent; and
|
|
●
|
Expenses, including reasonable litigation expenses and legal fees, incurred by such office holder as a result of a proceeding instituted against him in relation to (A) infringements that may result in imposition of financial sanction pursuant to the provisions of Chapter H’3 under the Israeli Securities Law or (B) administrative infringements pursuant to the provisions of Chapter H’4 under the Israeli Securities Law or (C) infringements pursuant to the provisions of Chapter I’1 under the Israeli Securities Law; and (e) payments to an injured party of infringement under Section 52ND(a)(1)(a) of the Israeli Securities Law.
|
In accordance with the Israeli Companies Law, a company’s articles
of association may permit the company to:
|
●
|
Undertake in advance to indemnify an office holder, except that with respect to a financial liability imposed on the office holder by any judgment, settlement or court-approved arbitration award, the undertaking must be limited to types of occurrences, which, in the opinion of the company’s board of directors, are, at the time of the undertaking, foreseeable due to the company’s activities and to an amount or standard that the board of directors has determined is reasonable under the circumstances; and
|
|
●
|
Retroactively indemnify an office holder of the company.
|
Insurance for Office Holders
The Israeli Companies Law provides that a company
may, if permitted by its articles of association, insure an office holder for acts or omissions performed by the office holder in such
capacity for:
|
●
|
A breach of his or her duty of care to the company or to another person;
|
|
●
|
A breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his act would not prejudice the company’s interests; and
|
|
●
|
A financial liability imposed upon the office holder in favor of another person.
|
Subject to the provisions of the Israeli Companies
Law and the Israeli Securities Law, a company may also enter into a contract to insure an office holder for (A) expenses, including
reasonable litigation expenses and legal fees, incurred by the office holder as a result of a proceeding instituted against such office
holder in relation to (1) infringements that may impose financial sanction pursuant to the provisions of Chapter H’3 under the Israeli
Securities Law or (2) administrative infringements pursuant to the provisions of Chapter H’4 under the Israeli Securities Law or
(3) infringements pursuant to the provisions of Chapter I’1 under the Israeli Securities Law and (B) payments made to the injured
parties of such infringement under Section 52ND(a)(1)(a) of the Israeli Securities Law.
Limitations on Exculpation, Insurance and Indemnification
The Israeli Companies Law provides that neither
a provision of the articles of association permitting the company to enter into a contract to insure the liability of an office holder,
nor a provision in the articles of association or a resolution of the board of directors permitting the indemnification of an office holder,
nor a provision in the articles of association exempting an office holder from duty to the company shall be valid, where such insurance,
indemnification or exemption relates to any of the following:
|
●
|
A breach by the office holder of his duty of loyalty, except with respect to insurance coverage or indemnification if the office holder acted in good faith and had reasonable grounds to assume that the act would not prejudice the company;
|
|
●
|
A breach by the office holder of his duty of care if such breach was committed intentionally or recklessly, unless the breach was committed only negligently;
|
|
●
|
Any act or omission committed with intent to derive an unlawful personal gain; and
|
|
●
|
Any fine, civil fine, financial sanction or forfeiture imposed on the office holder.
|
In addition, pursuant to the Israeli Companies
Law, exemption of, procurement of insurance coverage for, an undertaking to indemnify or indemnification of an office holder must be approved
by the compensation committee and the board of directors and, if such office holder is a director or a controlling shareholder or a relative
of the controlling shareholder, also by the shareholders general meeting.
Our articles of association allow us to insure,
indemnify and exempt our office holders to the fullest extent permitted by law, subject to the provisions of the Israeli Companies Law.
On February 25, 2021, our shareholders approved
that the coverage of our directors’ and officers’ liability insurance policy will be up to a maximum amount of $60,000,000,
both per claim and in the aggregate, plus up to $10,000,000 of Side A Difference in Conditions coverage. In addition, it was approved
that we may pay an annual premium not exceeding $2,000,000 per year (which may be increased by no more than 20% per year), and that any
renewal, extension or replacement thereof will be on terms substantially similar to or better (from the perspective of the directors and
officers) than those of the then-effective insurance policy.
The following table presents the number of our
employees categorized by geographic location as of December 31, 2018, 2019 and 2020:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Israel
|
|
|
1,184
|
|
|
|
1,133
|
|
|
|
999
|
|
Asia
|
|
|
204
|
|
|
|
186
|
|
|
|
164
|
|
North America
|
|
|
1,513
|
|
|
|
1,194
|
|
|
|
933
|
|
South Africa
|
|
|
12
|
|
|
|
14
|
|
|
|
14
|
|
Europe
|
|
|
126
|
|
|
|
115
|
|
|
|
116
|
|
Total
|
|
|
3,039
|
|
|
|
2,642
|
|
|
|
2,226
|
|
The following table presents the number of our employees categorized
by activity as of December 31, 2018, 2019 and 2020:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Technical support and consulting
|
|
|
2,506
|
|
|
|
2,126
|
|
|
|
1,761
|
|
Research and development
|
|
|
233
|
|
|
|
212
|
|
|
|
198
|
|
Marketing and sales
|
|
|
161
|
|
|
|
158
|
|
|
|
140
|
|
Operations and administrations
|
|
|
139
|
|
|
|
146
|
|
|
|
127
|
|
Total
|
|
|
3,039
|
|
|
|
2,642
|
|
|
|
2,226
|
|
We consider our employees the most valuable asset
of our company. We offer competitive compensation and comprehensive benefits to attract and retain our employees. The remuneration and
rewards include retention through share-based compensation and performance-based bonuses.
We believe that an engaged workforce is key to
maintaining our ability to innovate. We have steadily increased our workforce and have been successful in integrating our new employees
and keeping our employees engaged. Investing in our employees' career growth and development is an important focus for us. We offer learning
opportunities and training programs including workshops, guest speakers and various conferences to enable our employees to advance in
their chosen professional paths.
We are committed to providing a safe work environment
for our employees. We have taken necessary precautions in response to the recent COVID-19 outbreak, including offering employees flexibility
to work from home, mandatory social distancing requirements in the workplace (such as adding more space between work spaces) and health
monitoring for our employees, daily office disinfection and sanitization, provision of hand sanitizer and face masks to all employees,
and improvement and optimization of our telecommuting system to support remote work arrangements.
Our relationships with our employees in Israel
are governed by Israeli labor legislation and regulations, extension orders of the Israeli Ministry of Labor and personal employment agreements.
Israeli labor laws and regulations are applicable to all of our employees in Israel. The laws concern various matters, including severance
pay rights at termination, notice period for termination, retirement or death, length of workday and workweek, minimum wage, overtime
payments and insurance for work-related accidents. We currently fund our ongoing legal severance pay obligations by paying monthly premiums
for our employees’ insurance policies and or pension funds. At the time of commencement of employment, our employees generally sign
written employment agreements specifying basic terms and conditions of employment as well as non-disclosure, confidentiality and non-compete
provisions.
Beneficial Ownership of Executive Officers and Directors
The following table sets forth certain information as of December
31, 2020 regarding the beneficial ownership by each of our directors and executive officers:
Name
|
|
Number
of
Ordinary
Shares
Beneficially
Owned (1)
|
|
|
Percentage
of
Ownership (2)
|
|
Guy Bernstein
|
|
|
150,000
|
|
|
|
*
|
|
Asaf Berenstin (3)
|
|
|
38,225
|
|
|
|
*
|
|
Ron Ettlinger
|
|
|
--
|
|
|
|
--
|
|
Naamit Salomon
|
|
|
--
|
|
|
|
--
|
|
Sagi Schliesser
|
|
|
--
|
|
|
|
--
|
|
Avi Zakay
|
|
|
--
|
|
|
|
--
|
|
Arik Faingold
|
|
|
--
|
|
|
|
--
|
|
Yuval Baruch
|
|
|
--
|
|
|
|
--
|
|
Arik Kilman
|
|
|
38,130
|
|
|
|
*
|
|
Yakov Tsaroya
|
|
|
20,000
|
|
|
|
*
|
|
Yuval Lavi
|
|
|
--
|
|
|
|
--
|
|
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Ordinary Shares relating to options currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding
for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any
other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table
above have sole voting and investment power with respect to all shares shown as beneficially owned by them.
|
|
(2)
|
The
percentages shown are based on 49,035,055 Ordinary Shares issued and outstanding as of December
31, 2020.
|
|
(3)
|
Includes
15,000 currently exercisable options granted under our 2007 Stock Option Plan, having an exercise price of $2.94 per share that expire
in 2021 at the latest and 23,225 Ordinary Shares.
|
Stock-Based Compensation Plans
2007 Incentive Compensation Plan
In 2007, we adopted our 2007 Incentive Compensation
Plan, or the 2007 Plan, under which we may grant options, restricted shares, restricted share units and performance awards to employees,
officers, directors and consultants of our company and its subsidiaries. The shares subject to the 2007 Plan may be either authorized
or unissued shares or previously issued shares acquired by our company or any of its subsidiaries. The total number of shares that may
be delivered pursuant to awards under the 2007 Plan shall not exceed 1,500,000 shares in the aggregate. If any award shall expire, terminate,
be cancelled or forfeited without having been fully exercised or satisfied by the issuance of shares, then the shares subject to such
award shall be available again for delivery in connection with future awards under the 2007 Plan.
In September 2013, our shareholders approved a
1,000,000 share increase in the number of Ordinary Shares available for issuance under the 2007 Stock Option Plan.
On December 31, 2015 our board of directors increased
the amount of Ordinary Shares reserved for issuance by an additional 250,000 Ordinary Shares and extended the plan by 10 years until August
1, 2027. As of December 31, 2020, an aggregate of 932,500 Ordinary Shares are available for future grants under the Plan.
The 2007 Plan will terminate upon the earliest
of: (i) August 31, 2027; (ii) the termination of all outstanding awards in connection with a corporate transaction; or (iii) in connection
with, and as a result of, any other relevant event, including the 2007 Plan’s termination by the Board of Directors.
Under the 2007 Plan, the option committee shall
have full discretionary authority to grant or, when so restricted by applicable law, recommend the Board of Directors to grant, pursuant
to the terms of the 2007 Plan, options and restricted shares and restricted share units to those individuals who are eligible to receive
awards.
The 2007 Plan provides that each option will expire
on the date stated in the award agreement, which will not be more than ten years from its date of grant. The exercise price of an option
shall be determined by the option committee of the Board of Directors and set forth in the award agreement. Unless determined otherwise
by the Board of Directors, the exercise price shall be equal to, or higher than, the fair market value of our company’s shares on
the date of grant.
Under the 2007 Plan, restricted shares and restricted
share units shall not be purchased for less than the ordinary share’s par value, unless determined otherwise by the Board of Directors.
Under the 2007 Plan in the event of any reclassification,
recapitalization, merger or consolidation, reorganization, stock dividend, cash dividend, distribution of subscription rights or other
distribution in securities of the Company, stock split or reverse stock split, combination or exchange of shares, repurchase of shares,
or other similar change in corporate structure, that proportionally apply to all of our Ordinary Shares, we, shall substitute or adjust,
as applicable, the number, class and kind of securities which may be delivered under Section 4.1; the number, class and kind, and/or price
(such as the Option Price of Options) of securities subject to outstanding awards; and other value determinations applicable to outstanding
awards, as determined by our Board of Directors, in order to prevent dilution or enlargement of participants’ rights under the 2007
Plan; provided, however, that the number of Ordinary Shares subject to any award shall always be a whole number. The Board of Directors
shall also make appropriate adjustments and modifications, in the terms of any outstanding awards to reflect such changes in our share
capital, including modifications of performance goals and changes in the length of performance periods, if applicable.
Our Board of Directors may, from time to time,
alter, amend, suspend or terminate the 2007 Plan, with respect to awards that have not been granted, subject to shareholder approval,
if and to the extent required by applicable law. In addition, no such amendment, alteration, suspension or termination of the 2007 Plan
or any award theretofore granted, shall be made which would materially impair the previously accrued rights of a participant under any
outstanding award without the written consent of such participant, provided, however, that the Board of Directors may amend or alter the
2007 Plan and the option committee may amend or alter any award, including any agreement, either retroactively or prospectively, without
the consent of the applicable participant, (i) so as to preserve or come within any exemptions from liability under any law or the rules
and releases promulgated by the SEC, or (ii) if the Board of Directors or the option committee determines in its discretion that such
amendment or alteration either is (a) required or advisable for us, the 2007 Plan or the award to satisfy, comply with or meet the requirements
of any law, regulation, rule or accounting standard, or (b) not reasonably likely to significantly diminish the benefits provided under
such award, or that such diminishment has been or will be adequately compensated.
During 2020, options to purchase an aggregate
of 95,517 Ordinary Shares were exercised under the 2007 Plan at an average exercise price of $2.28 per share and options to purchase 24,250
Ordinary Shares remained outstanding. As of December 31, 2020, our executive officers and directors as a group, consisting of 13 persons,
held options to purchase 15,000 Ordinary Shares under the 2007 Plan, having an exercise price of $2.94 per share.
ITEM 7.
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
Formula Systems, an Israeli company traded on
the NASDAQ Global Select Market and the TASE, holds 22,324,434 or 45.53% of our outstanding Ordinary Shares. Formula Systems is controlled
by Asseco, a Polish company listed on the Warsaw Stock Exchange, which holds 25.60% of the Ordinary Shares of Formula Systems. Guy Bernstein
owns 11.89% of the outstanding shares of Formula Systems. In addition, on October 4, 2017 Asseco entered into a shareholders agreement,
which was amended on September 7, 2020, with Mr. Bernstein, under which agreement Asseco has been granted an irrecoverable proxy to vote
an additional 1,817,973 Ordinary Shares of Formula, thereby effectively giving Asseco beneficial ownership (voting power) over an aggregate
of 37.49% of Formula’s outstanding ordinary share. Therefore, based on the foregoing beneficial ownership by each of Formula and
Asseco, each of Formula and Asseco may be deemed to directly or indirectly (as appropriate) control us.
The following table sets forth as of December
31, 2020 certain information regarding the beneficial ownership by all shareholders known to us to own beneficially 5.0% or more
of our ordinary shares:
Name
|
|
Number
of
Ordinary
Shares
Beneficially
Owned(1)
|
|
|
Percentage
of
Ownership (2)
|
|
Formula Systems (1985) Ltd. (3)
|
|
|
22,324,434
|
|
|
|
45.53
|
%
|
Harel Insurance (4)
|
|
|
4,835,262
|
|
|
|
9.86
|
%
|
Clal Insurance Enterprises Holdings Ltd (5)
|
|
|
3,765,068
|
|
|
|
7.68
|
%
|
Yelin Lapidot (6)
|
|
|
2,626,903
|
|
|
|
5.36
|
%
|
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Ordinary Shares relating to options currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding
for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any
other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table
above have sole voting and investment power with respect to all shares shown as beneficially owned by them.
|
|
(2)
|
The
percentages shown are based on 49,035,055 Ordinary Shares issued and outstanding as of December
31, 2020.
|
|
(3)
|
Asseco
owns 25.60% of the outstanding shares of Formula. As such, Asseco may be deemed to be the beneficial owner of the aggregate 22,324,434
Ordinary Shares held directly by Formula Systems. Guy Bernstein owns 11.89% of the outstanding shares of Formula Systems. In addition,
on October 4, 2017 Asseco entered into a shareholders agreement, which was amended on September 7, 2020, with Mr. Bernstein, under which
agreement Asseco has been granted an irrecoverable proxy to vote an additional 1,817,973 Ordinary Shares of Formula, thereby effectively
giving Asseco beneficial ownership (voting power) over an aggregate of 37.49% of Formula’s outstanding ordinary shares. Therefore,
based on the foregoing beneficial ownership by each of Formula and Asseco, each of Formula and Asseco may be deemed to directly or indirectly
(as appropriate) control us. The address of Asseco is 35-322 Rzeszow, ul. Olchowa 14, Poland.
|
|
(4)
|
Based
on Schedule 13G amendment filed on January 27, 2021, Harel Insurance Investments & Financial Services Ltd. Such Ordinary shares are
held by members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies
and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent
management and makes independent voting and investment decisions. Harel Insurance Investments & Financial Services Ltd. is an Israeli
public company, with a principal business address at Harel House; 3 Aba Hillel Street; Ramat Gan 52118, Israel.
|
|
(5)
|
Based
on Schedule 13G amendment filed on February 16, 2020, by Clal Insurance Enterprises Holdings Ltd. Of
the 3,765,068 Ordinary Shares held as of December 31, 2020 and reported by such shareholder (i) 71,909 Ordinary Shares are beneficially
held for its own account; and (ii) 3,693,159 are held for members of the public through, among others, provident funds and/or pension
funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and
make independent voting and investment decisions. Clal Insurance Enterprises Holdings Ltd is an Israeli public company, with a
principal business address at 36 Raul Wallenberg St., Tel Aviv 66180, Israel.
|
|
(6)
|
Based
on Schedule 13G amendment filed on February 2, 2020. Of the 2,626,903 Ordinary Shares reported by such shareholder as of December 31,
2020, (i) 1,587,859 Ordinary Shares beneficially owned by mutual funds managed by Yelin Lapidot Mutual Funds Management Ltd. and (ii)
1,039,044 Ordinary Shares (representing 2.12% of the total Ordinary Shares outstanding) beneficially owned by provident funds managed
by Yelin Lapidot Provident Funds Management Ltd. The Ordinary Shares beneficially owned by Yelin are held by provident funds managed
by Yelin Lapidot Provident Funds Management Ltd., or Yelin Provident, and/or mutual funds managed by Yelin Lapidot Mutual Funds Management
Ltd., or Yelin Mutual. Each of Yelin Provident and Yelin Mutual is a wholly-owned subsidiary of Yelin Holdings. Messrs. Dov Yelin and
Yair Lapidot each own 24.38% of the share capital and 25% of the voting rights of Yelin Holdings, and are responsible for the day-to-day
management of Yelin Holdings. The Ordinary Shares beneficially owned are held for the benefit of the members of the provident funds and
the mutual funds. Each of Messrs. Yelin and Lapidot, Yelin Holdings, Yelin Provident and Yelin Mutual disclaims beneficial ownership
of the subject Ordinary Shares. The address of Yalin is 50 Dizengoff Street, Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv
64332, Israel.
|
Significant Changes in the Ownership of Major Shareholders
In July 2018, Formula participated in our private
placement (together with other institutional investors) and reported on July 30, 2018 on Schedule 13D/A that it holds 22,080,468 Ordinary
Shares reflecting ownership of 45.2%. It currently holds 22,324,434 Ordinary Shares reflecting an ownership level of 45.53%.
In the past
three years, Yelin Lapidot Holdings Management Ltd. jointly with Messrs. Dov Yelin and Yair Lapidot, filed several Schedules 13G
with the SEC reflecting their level of investment in our company. A Schedule 13G amendment filed with the SEC on January 27, 2020, reflected
an ownership of 2,972,929, or 6.08% of our Ordinary Shares. A Schedule 13G amendment filed with the SEC on February 2, 2021, reflected
ownership of 2,626,903, or 5.36% of our Ordinary Shares.
Based on a Schedule 13G filed on January 29, 2019,
Harel Insurance Investments & Financial Services Ltd. held 2,728,908 or 5.58% of our Ordinary Shares. Based on written notification
received from Harel Insurance Investments & Financial Services Ltd on March 31, 2020, subsequent to Amendment No.1 to Schedule 13G
filed on January 23, 2020, Harel Insurance Investments & Financial Services Ltd. holds 4,564,903 or 9.32% of our Ordinary Shares.
A Schedule 13G amendment filed with the SEC on January 27, 2021, reflected ownership of 4,835,262, or 9.86% of our Ordinary Shares.
In January 2018, Clal first filed a Schedule 13G with the SEC reflecting
ownership of 2,276,349 or 5.2% of our Ordinary Shares. A Schedule 13G filed with the SEC on February 14, 2019, reflected an increase in
ownership to 3,630,149, or 7.43% of our Ordinary Shares. A Schedule 13G filed with the SEC on February 10, 2020, reflected an increase
in ownership to 4,144,717, or 8.5% of our Ordinary Shares. A Schedule 13G filed with the SEC on February 16, 2021, reflected a decrease
in ownership to 3,765,068, or 7.68% of our Ordinary Shares.
Major Shareholders Voting Rights
Our major shareholders do not have different voting rights.
Record Holders
Based on a review of the information provided
to us by our U.S. transfer agent, as of January 1, 2021, there were 53 record holders, of which 42 record holders holding approximately
96.5% of our Ordinary Shares had registered addresses in the United States. These numbers are not representative of the number of
beneficial holders of our shares nor are they representative of where such beneficial holders reside, since many of these Ordinary Shares
were held of record by brokers or other nominees (including one U.S. nominee company, CEDE & Co., which held approximately 96.5% of
our outstanding Ordinary Shares as of such date).
|
B.
|
Related
Party Transactions
|
For information about related party transactions
see “Item 6C. Directors, Senior Management and Employees – Board Practices - Approval of Related Party Transactions Under
Israeli Law.”
|
C.
|
Interests
of Experts and Counsel
|
Not applicable.
ITEM 8.
|
FINANCIAL INFORMATION
|
A.
|
Consolidated Statements and Other Financial Information
|
See the consolidated financial statements, including the notes thereto,
included in Item 18.
Legal Proceedings
Other than with respect to the below mentioned
legal proceedings, we and our subsidiaries are, from time to time, subject to legal, administrative and regulatory proceedings, claims,
demands and investigations in the ordinary course of business, including claims with respect to intellectual property, contracts, employment
and other matters. Based upon the advice of counsel, we do not believe that the ultimate resolution of these matters will materially affect
our consolidated financial position, results of operations or cash flows.
In September 2016, an Israeli software company,
that was previously involved in an arbitration proceeding with us in 2015 and won damages from us for $2.4 million, filed a lawsuit seeking
damages of NIS 34,106,000 against us and one of our subsidiaries. This lawsuit was filed as part of an arbitration proceeding. In the
lawsuit, the software company claimed that warning letters that we sent to its clients in Israel and abroad, warning those clients against
the possibility that the conversion procedure offered by the software company may amount to an infringement of our copyrights (the “Warning
Letters”), as well as other alleged actions, have caused the software company damages resulting from loss of potential business.
The lawsuit is based on rulings given in the 2015 arbitration proceeding in which it was allegedly ruled that the Warning Letters constituted
a breach of a non-disclosure agreement (NDA) signed between the parties.
We rejected the claims by the Israeli software
company and moved to dismiss the lawsuit entirely. At this point, all the relevant motions have been filed and all witnesses were deposed
including submission of legal summaries. We are unable to make a reasonably reliable estimate of our chances of successfully defending
this lawsuit.
Dividend Distribution Policy
In September 2012, our Board of Directors adopted
a policy for distributing dividends, under which we will distribute a dividend of up to 50% of our annual distributable profits each year,
subject to any applicable law. On August 2019, our Board of Directors amended our dividend distribution policy, whereas, each year we
will distribute a dividend of up to 75% of our annual distributable profit. It is possible that our Board of Directors will decide, subject
to the conditions stated above, to declare additional dividend distributions. Our Board of Directors may at its discretion and at any
time, change, whether as a result of a one-time decision or a change in policy, the rate of dividend distributions or not to distribute
a dividend.
According to the Israeli Companies Law, a registrant
may distribute dividends out of its profits provided that there is no reasonable concern that such dividend distribution will prevent
the company from paying all its current and foreseeable obligations, as they become due. Notwithstanding the foregoing, dividends may
be paid with the approval of a court, provided that there is no reasonable concern that such dividend distribution will prevent the company
from satisfying its current and foreseeable obligations, as they become due. Profits, for purposes of the Israeli Companies Law, means
the greater of retained earnings or earnings accumulated during the preceding two years, after deducting previous distributions that were
not deducted from the surpluses.
Except as otherwise disclosed in this annual report,
no significant change has occurred since December 31, 2020.
ITEM 9.
|
THE OFFER AND LISTING
|
A.
|
Offer and Listing Details
|
Our ordinary shares are traded on the NASDAQ Global Select
Market under the ticker symbol “MGIC”.
Not applicable.
Our Ordinary Shares were listed on the NASDAQ
Global Market (symbol: MGIC) from our initial public offering in the United States on August 16, 1991 until January 3, 2011, at which
date the listing of our Ordinary Shares was transferred to the NASDAQ Global Select Market. Since November 16, 2000, our Ordinary Shares
have also traded on the TASE, and on December 15, 2011 they have been included in the TASE’s TA-125 Index.
Not applicable.
Not applicable.
Not applicable.
ITEM 10.
|
ADDITIONAL INFORMATION
|
Not applicable.
B.
|
Memorandum and Articles of Association
|
Set out below is a description of certain provisions
of our Articles of Association and of the Israeli Companies Law related to such provisions. This description is only a summary and does
not purport to be complete and is qualified by reference to the full text of the Articles of Association, which are incorporated by reference
as an exhibit to this Annual Report.
Purposes and Objects of the Company
We are a public company registered with the Israeli
Companies Registry as Magic Software Enterprises Ltd., registration number 52-003674-0. Section 2 of our memorandum of association provides
that we were established for the purpose of engaging in all fields of the computer business and in any other lawful activity permissible
under Israeli law.
The Powers of the Directors
According to our articles of association, and
under the limitations described therein, our board of directors may cause the company to borrow or secure the payment of any sum or sums
of money for the purposes of the company, and set aside any amount out of our profits as a reserve for any purpose.
Under our articles of association, retirement
of directors from office is not subject to any age limitation and our directors are not required to own shares in our company in order
to qualify to serve as directors.
Rights Attached to Shares
Annual and Extraordinary Meetings
Under the Israeli Companies Law, a company must
convene an annual meeting of shareholders at least once every calendar year and within fifteen months of the last annual meeting. Depending
on the matter to be voted upon, notice of at least 21 days or 35 days prior to the date of the meeting is required. Our board of directors
may, in its discretion, convene additional meetings as “extraordinary general meetings.” In addition, the board must convene
an extraordinary general meeting upon the demand of two of the directors or 25% of the nominated directors, one or more shareholders holding
at least 5% of the outstanding share capital and at least 1% of the voting power in the company, or one or more shareholders holding at
least 5% of the voting power in the company.
Please refer to Exhibit 2.2 for Items 10.B.3, B.4, B.6, B.7, B.8,
B.9 and B.10.
While we have numerous contracts with customers,
resellers, distributors and property owners, we do not deem any such individual contract to be material contracts that are not in the
ordinary course of our business.
Israeli law and regulations do not impose any
material foreign exchange restrictions on non-Israeli holders of our Ordinary Shares.
Non-residents of Israel who purchase our Ordinary
Shares will be able to convert dividends, if any, thereon, and any amounts payable upon our dissolution, liquidation or winding up, as
well as the proceeds of any sale in Israel of our Ordinary Shares to an Israeli resident, into freely repatriable dollars, at the exchange
rate prevailing at the time of conversion, provided that the Israeli income tax has been withheld (or paid) with respect to such amounts
or an exemption has been obtained.
The following is a discussion of Israeli and United
States tax consequences material to our shareholders. To the extent that the discussion is based on new tax legislation that has not been
subject to judicial or administrative interpretation, we cannot assure you that the views expressed in the discussion will be accepted
by the appropriate tax authorities or the courts. The discussion is not intended, and should not be construed, as legal or professional
tax advice and is not exhaustive of all possible tax considerations.
Holders of our Ordinary Shares should consult
their own tax advisors as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition of Ordinary
Shares, including, in particular, the effect of any foreign, state or local taxes.
Israeli Tax Considerations
Tax regulations have a material impact on our
business, particularly in Israel where we have our headquarters. The following is a summary of some of the current tax law applicable
to companies in Israel, with special reference to its effect on us. The following also contains a discussion of specified Israeli tax
consequences to our shareholders and government programs benefiting us. To the extent that the discussion is based on tax legislation
that has not been subject to judicial or administrative interpretation, there can be no assurance that the views expressed in the discussion
will be accepted by the tax authorities in question. The discussion is not intended, and should not be construed, as legal or professional
tax advice and is not exhaustive of all possible tax considerations.
General Corporate Tax Structure
Generally, Israeli companies are subject to corporate
tax on their taxable income. As of 2018 the corporate tax rate is 23%. However, the effective tax rate payable by a company that derives
income from an AE, BE, PFE or a PTE, in each case, as defined and further discussed below, may be considerably lower. See “Law for
the Encouragement of Capital Investments” in this Item 5.A below. In addition, Israeli companies are currently subject to regular
corporate tax rate on their capital gains.
Besides being subject to the general corporate
tax rules in Israel, certain of our Israeli subsidiaries have also, from time to time, applied for and received certain grants and tax
benefits from, and participate in, programs sponsored by the Government of Israel, as described below.
Law for the Encouragement of Industry (Taxes), 1969
The Law for the Encouragement of Industry (Taxes),
5729-1969 (the “Industry Encouragement Law”) provides several tax benefits for an “Industrial Company.”
Pursuant to the Industry Encouragement Law, a company qualifies as an Industrial Company if it is an Israeli resident company which was
incorporated in Israel and at least 90% of its income in any tax year (other than income from certain government loans) is generated from
an “Industrial Enterprise” that it owns and is located in Israel or in the “Area,” in accordance with the definition
under Section 3A of the Israeli Income Tax Ordinance (New Version) 1961, or the Ordinance. An “Industrial Enterprise” is defined
as an enterprise whose major activity, in a given tax year, is industrial production.
An Industrial Company is entitled to certain corporate tax benefits,
including:
|
●
|
Amortization
of the cost of the purchases of patents, or the right to use a patent or know-how used for
the development or promotion of the Industrial Enterprise, over an eight-year period commencing
on the year in which such rights were first exercised;
|
|
●
|
The right to elect, under certain conditions, to file a consolidated tax return together with Israeli Industrial Companies controlled by it; and
|
|
●
|
Expenses related to a public offering are deductible in equal amounts over three years beginning from the year of the offering.
|
Eligibility for benefits under the Industry Encouragement Law is not
subject to receipt of prior approval from any governmental authority.
We believe that certain of our Israeli subsidiaries currently qualify
as Industrial Companies within the definition under the Industry Encouragement Law. We cannot assure you that they will continue to qualify
as Industrial Companies or that the benefits described above will be available in the future.
Law for the Encouragement of Capital Investments, 5719-1959
The Law for the Encouragement of Capital Investments,
5719-1959, or the Investment Law, provides certain incentives for capital investments in a production facility (or other eligible assets).
Generally, an investment program that is implemented in accordance with the provisions of the Investment Law, referred to as an Approved
Enterprise, or AE, a Benefitted Enterprise, or BE, or a Preferred Enterprise, or PFE, or a Preferred Technological Enterprise, or PTE,
or a Special Preferred Technological Enterprise, or SPFE is entitled to benefits as discussed below. These benefits may include cash grants
from the Israeli government and tax benefits, based upon, among other things, the geographic location in Israel of the facility in which
the investment is made. In order to qualify for these incentives, an AE, BE, PFE, PTE or SPFE is required to comply with the requirements
of the Investment Law.
The Investment Law has been amended several times
over the recent years, with the three most significant changes effective as of April 1, 2005 (referred to as the 2005 Amendment),
as of January 1, 2011 (referred to as the 2011 Amendment) and as of January 1, 2017 (referred to as the 2017 Amendment). Pursuant
to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005
Amendment remain in force but any benefits granted subsequently are subject to the provisions of the amended Investment Law. Similarly,
the 2011 Amendment introduced new benefits instead of the benefits granted in accordance with the provisions of the Investment Law prior
to the 2011 Amendment. However, companies entitled to benefits under the Investment Law as in effect up to January 1, 2011 were entitled
to choose to continue to enjoy such benefits, provided that certain conditions are met, or elect instead, irrevocably, to forego such
benefits and elect the benefits of the 2011 Amendment. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside
the existing tax benefits.
Tax benefits under the 2011 Amendment became effective on January
1, 2011
The 2011 Amendment canceled the availability of
the benefits granted in accordance with the provisions of the Investment Law prior to 2011 and, instead, introduced new benefits for income
generated by a “Preferred Company” through its PFE (as such terms are defined in the Investment Law) as of January 1, 2011.
A Preferred Company is defined as either (i) a company incorporated in Israel which is not wholly owned by a governmental entity or (ii)
a limited partnership that (a) was registered under the Israeli Partnerships Ordinance and (b) all of its limited partners are companies
incorporated in Israel, but not all of them are governmental entities; which has, among other things, PFE status and is controlled and
managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax rate of 15% with respect
to its preferred income, or PFI, attributed to its PFE in 2011 and 2012, unless the PFE is located in a certain development zone, in which
case the rate will be 10%. Such corporate tax rate was reduced to 12.5% and 7%, respectively, in 2013 and was increased to 16% and 9%,
respectively, in 2014 until 2016. Pursuant to the 2017 Amendment, in 2017 and thereafter, the corporate tax rate for a PFE that is located
in a specified development zone was decreased to 7.5%, while the reduced corporate tax rate for other development zones remains 16%. Income
derived by a Preferred Company from a Special PFE (as such term is defined in the Investment Law) would be entitled, during a benefits
period of 10 years, to further reduced tax rates of 8%, or 5% if the Special PFE is located in a certain development zone. As of January
1, 2017, the definition for Special PFE includes less stringent conditions.
The classification of income generated from the
provision of usage rights in know-how or software that were developed in a PFE, as well as royalty income received with respect to such
usage, is subject, as PFE income, to the issuance of a pre-ruling from the Israel Tax Authority that stipulates that such income is associated
with the productive activity of the PFE in Israel.
Dividends paid out of PFI attributed to a PFE
or to a Special PFE are generally subject to withholding tax at source at the rate of 20% or such lower rate as may be provided in an
applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax
rate). However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if such dividends are subsequently
distributed to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower rate as may be provided in an applicable
tax treaty will apply). From 2017 to 2019, dividends paid out of PFI attributed to a PFE, directly to a foreign parent company, were subject
to withholding tax at source at the rate of 5% (temporary provisions).
The 2011 Amendment also provided transitional
provisions to address companies already enjoying current benefits under the Investment Law. These transitional provisions provide, among
other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as amended in 2011 with respect
to income to be derived as of January 1, 2011: (i) the terms and benefits included in any certificate of approval that was granted to
an AE, which chose to receive grants, before the 2011 Amendment became effective, will remain subject to the provisions of the Investment
Law as in effect on the date of such approval, and subject to certain conditions; and (ii) the terms and benefits included in any certificate
of approval that was granted to an AE, that had participated in an alternative benefits program, before the 2011 Amendment became effective,
will remain subject to the provisions of the Investment Law as in effect on the date of such approval, provided that certain conditions
are met. We and one of our Israeli subsidiaries have elected to apply the new incentives regime under the Amendment to our industrial
activity under the 2011 Amendment.
New Tax benefits under the 2017 Amendment
that became effective on January 1, 2017
The 2017 Amendment was enacted as part of the
Economic Efficiency Law that was published on December 29, 2016, and is effective as of January 1, 2017. The 2017 Amendment provides new
tax benefits for two types of Technology Enterprises, as described below, and is in addition to the other existing tax beneficial programs
under the Investment Law.
The 2017 Amendment provides that a technology
company satisfying certain conditions will qualify as a PTE, and will thereby enjoy a reduced corporate tax rate of 12% on income that
qualifies as Preferred Technology Income, or PTI, as defined in the Investment Law. The tax rate is further reduced to 7.5% for a PTE
located in development zone A. In addition, a Preferred Technology Company will enjoy a reduced corporate tax rate of 12% on capital gain
derived from the sale of certain Benefited Intangible Assets (as defined in the Investment Law) to a related foreign company if the Benefited
Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million, and the sale receives
prior approval from the National Authority for Technological Innovation (previously known as the Israeli Office of the Chief Scientist)
(referred to as IIA).
The 2017 Amendment further provides that a technology
company satisfying certain conditions will qualify as a Special PTE (an enterprise for which, among others, total consolidated revenues
of its parent company and all subsidiaries is at least NIS 10 billion) and will thereby enjoy a reduced corporate tax rate of 6% on PTI
regardless of the company’s geographic location within Israel. In addition, a Special PTE will enjoy a reduced corporate tax rate
of 6% on capital gain derived from the sale of certain “Benefited Intangible Assets” to a related foreign company if the Benefited
Intangible Assets were either developed by the Special Preferred Technology Enterprise or acquired from a foreign company on or after
January 1, 2017, and the sale received prior approval from IIA. A Special PTE that acquires Benefited Intangible Assets from a foreign
company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as specified
in the Investment Law.
Dividends distributed by a PTE or a Special PTE,
paid out of PTI, are generally subject to withholding tax at source at the rate of 20% or such lower rate as may be provided in an applicable
tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). However,
if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if such dividends are subsequently distributed
from such Israeli company to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower rate as may be provided
in an applicable tax treaty will apply). If such dividends are distributed to a foreign company that holds solely or together with other
foreign companies 90% or more in the Israeli company and other conditions are met, the withholding tax rate will be 4% (or a lower rate
under a tax treaty, if applicable, subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for
a reduced tax rate).
We examined the impact of the 2017 Amendment and
the degree to which we will qualify as a PTE or Special PTE, and the amount of PTI that we may have, or other benefits that we may receive,
from the 2017 Amendment. Beginning in 2017, part of the Company taxable income in Israel is entitled to a preferred 12% tax rate under
the 2017 Amendment.
Tax Benefits for Research and Development
Israeli tax law allows, under certain conditions,
a tax deduction for research and development expenditures, including capital expenditures, for the year in which they are incurred. Such
expenditures must relate to scientific research and development projects, and must be approved by the relevant Israeli government ministry,
determined by the field of research. Furthermore, the research and development must be for the promotion of the company’s business
and carried out by or on behalf of the company seeking such tax deduction. However, the amount of such deductible expenses is reduced
by the sum of any funds received through government grants for the finance of such scientific research and development projects. Expenditures
not so approved by the relevant Israeli government ministry, but otherwise qualifying for deduction, are deductible over a three-year
period.
Israeli Capital Gains Tax
The following is a short summary of the material
provisions of the tax environment to which shareholders may be subject. This summary is based on the current provisions of tax law. To
the extent that the discussion is based on new tax legislation that has not been subject to judicial or administrative interpretation,
we cannot assure you that the views expressed in the discussion will be accepted by the appropriate tax authorities or the courts.
The summary does not address all of the tax consequences
that may be relevant to all purchasers of our Ordinary Shares in light of each purchaser’s particular circumstances and specific
tax treatment. For example, the summary below does not address the tax treatment of residents of Israel and traders in securities who
are subject to specific tax regimes. As individual circumstances may differ, holders of our Ordinary Shares should consult their own tax
adviser as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition of Ordinary Shares. The
following is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax
considerations. Each individual should consult his or her own tax or legal adviser.
Tax Consequences Regarding Disposition of Our Ordinary Shares
Overview
Israeli law generally imposes a capital gain tax
on the sale of capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel,
including shares of Israeli companies, by both residents and non-residents of Israel, unless a specific exemption is available or unless
a tax treaty between Israel and the seller’s country of residence provides otherwise. The Ordinance distinguishes between “Real
Capital Gain” and “Inflationary Surplus”. The Inflationary Surplus is a portion of the total capital gain, which is
equivalent to the increase of the relevant asset’s purchase price, which is attributable to the increase in the Israeli consumer
price index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. The Real
Capital Gain is the excess of the total capital gain over the Inflationary Surplus.
Capital gain
Israeli Resident Shareholders
As of January 1, 2012, the tax rate applicable
to Real Capital Gain derived by Israeli individuals from the sale of shares, whether or not listed on a stock exchange, is 25%, unless
such shareholder claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such
shares, in which case the gain will generally be taxed at a rate of 30%. However, if such shareholder is considered a Substantial Shareholder
(i.e., a person who holds, directly or indirectly, alone or together with another person who collaborates with such person on a permanent
basis, 10% or more of any of the company’s “means of control” (including, among other things, the right to receive profits
of the company, voting rights, the right to receive the company’s liquidation proceeds and the right to appoint a director)) at
the time of sale or at any time during the preceding 12-month period, such gain will be taxed at the rate of 30%. Individual shareholders
dealing in securities in Israel are taxed at their marginal tax rates applicable to business income (up to 47% in 2018 and thereafter).
Under current Israeli tax legislation, the tax
rate applicable to Real Capital Gain derived by Israeli resident corporations from the sale of shares of an Israeli company is the general
corporate tax rate. As described above, the corporate tax rate as of 2018 and thereafter is 23%.
Non-Israeli Resident Shareholders
Israeli capital gain tax is imposed on the disposal
of capital assets by a non-Israeli resident if such assets are either (i) located in Israel; (ii) shares or rights to shares in an Israeli
resident company; or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a tax treaty between Israel and
the seller’s country of residence provides otherwise. As mentioned above, Real Capital Gain is generally subject to tax at the corporate
tax rate (23% in 2018 and thereafter) if generated by a company, or at the rate of 25% or 30%, if generated by an individual. Individual
and corporate shareholders dealing in securities in Israel are taxed at the tax rates applicable to business income (a corporate tax rate
for a corporation and a marginal tax rate of up to 47% for an individual in 2018 and thereafter).
Notwithstanding the foregoing, shareholders who
are non-Israeli residents (individuals and corporations) are generally exempt from Israeli capital gain tax on any gains derived from
the sale, exchange or disposition of shares publicly traded on the Tel Aviv Stock Exchange or on a recognized stock exchange outside of
Israel, provided, among other things, that (i) such gains are not generated through a permanent establishment that the non-Israeli resident
maintains in Israel, (ii) the shares were purchased after being listed on a recognized stock exchange, and (iii) with respect to shares
listed on a recognized stock exchange outside of Israel, such shareholders are not subject to the Israeli Income Tax Law (Inflationary
Adjustments) 5745-1985. However, non-Israeli corporations will not be entitled to the foregoing exemptions if Israeli residents (a) have
a controlling interest of more than 25% in such non-Israeli corporation, or (b) are the beneficiaries of or are entitled to 25% or more
of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. Such exemption is not applicable to a person
whose gains from selling or otherwise disposing of the shares are deemed to be business income.
In addition, a sale of shares may be exempt from
Israeli capital gain tax under the provisions of an applicable tax treaty. For example, under the U.S.-Israel Tax Treaty, or the U.S-Israel
Treaty, the sale, exchange or disposition of shares of an Israeli company by a shareholder who is a U.S. resident (for purposes of the
U.S.-Israel Treaty) holding the shares as a capital asset is exempt from Israeli capital gain tax unless either (i) the shareholder holds,
directly or indirectly, shares representing 10% or more of the voting rights during any part of the 12-month period preceding such sale,
exchange or disposition; (ii) the shareholder, if an individual, has been present in Israel for a period or periods of 183 days or more
in the aggregate during the applicable taxable year; (iii) the capital gain arising from such sale are attributable to a permanent establishment
of the shareholder which is maintained in Israel; (iv) the capital gain arising from such sale, exchange or disposition is attributed
to real estate located in Israel; (v) the capital gain arising from such sale, exchange or disposition is attributed to royalties; or
(vi) the shareholder is a U.S. resident (for purposes of the U.S.-Israel Treaty) and is not holding the shares as a capital asset. In
each case, the sale, exchange or disposition of such shares would be subject to Israeli tax, to the extent applicable; however, under
the U.S.-Israel Treaty, a U.S. resident would be permitted to claim a credit for the Israeli tax against the U.S. federal income tax imposed
with respect to the sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S-Israel
Treaty does not provide such credit against any U.S. state or local taxes.
In some instances where our shareholders may be
liable for Israeli tax on the sale of their Ordinary Shares, the payment of the consideration may be subject to the withholding of Israeli
tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding
at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident company, in
the form of a merger or otherwise, the Israel Tax Authority may require from shareholders who are not liable for Israeli tax to sign declarations
in forms specified by this authority or obtain a specific exemption from the Israel Tax Authority to confirm their status as non-Israeli
resident, and, in the absence of such declarations or exemptions, may require the purchaser of the shares to withhold taxes at source.
Taxes applicable to Dividends
Israeli Resident Shareholders
Israeli residents who are individuals are generally
subject to Israeli income tax for dividends paid on our Ordinary Shares (other than bonus shares or share dividends) at 25%, or 30% if
the recipient of such dividend is a Substantial Shareholder at the time of distribution or at any time during the preceding 12-month period.
However, dividends distributed from taxable income allocated and accrued during the benefits period of an AE are subject to withholding
tax at the rate of 15% (if the dividend is distributed during the tax benefits period under the Investment Law or within 12 years after
such period, except with respect to an FIC, in which case the 12 year limit does not apply) or 20% with respect to PFE. An average rate
will be set in case the dividend is distributed from mixed types of income (regular and Approved/Beneficiary/ Preferred income).
Israeli resident corporations are generally exempt
from Israeli corporate tax for dividends paid on shares of Israeli resident corporations (like our Ordinary Shares). However, dividends
distributed from taxable income accrued during the benefits period of an AE are subject to withholding tax at the rate of 15%, if the
dividend is distributed during the tax benefits period under the Investment Law or within 12 years after such period.
Non-Israeli Resident Shareholders
Non-Israeli residents (whether individuals or
corporations) are generally subject to Israeli income tax on the receipt of dividends paid on our Ordinary Shares, at the rate of 25%
or 30% (if the dividend recipient is a Substantial Shareholder at the time of distribution or at any time during the preceding 12-month
period) or 15% if the dividend is distributed from income attributed to our AE or BE, or 20% with respect to PFE. Such dividends are generally
subject to Israeli withholding tax at a rate of 25% so long as the shares are registered with a Nominee Company (whether the recipient
is a Substantial Shareholder or not), and 15% if the dividend is distributed from income attributed to an AE or BE or 20% if the dividend
is distributed from income attributed to a PFE, unless a reduced rate is provided under an applicable tax treaty (subject to the receipt
in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). For example, under the U.S-Israel Treaty,
the maximum rate of tax withheld in Israel on dividends paid to a holder of our Ordinary Shares who is a U.S. resident (for purposes
of the U.S.-Israel Treaty) is 25%. However, generally, the maximum rate of withholding tax on dividends, not generated by our AE or BE,
that are paid to a U.S. corporation holding at least 10% or more of our outstanding voting capital from the start of the tax year
preceding the distribution of the dividend through (and including) the distribution of the dividend, is 12.5%, provided that no more than
25% of our gross income for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends
distributed from income attributed to an AE or BE are subject to a withholding tax rate of 15% for such a U.S. corporation shareholder,
provided that the condition related to our gross income for the previous year (as set forth in the previous sentence) is met. The aforementioned
rates will not apply if the dividend income was generated through a permanent establishment of the U.S. resident which is maintained in
Israel. If the dividend is attributable partly to income derived from an AE a BE, or a PFE, and partly to other sources of income, the
withholding rate will be a blended rate reflecting the relative portions of the two types of income. U.S residents who are subject to
Israeli withholding tax on a dividend may be entitled to a credit or deduction for U.S. federal income tax purposes in the amount of the
taxes withheld, subject to detailed rules contained in United States tax legislation. A non-Israeli resident who receives dividends from
which tax was withheld is generally exempt from the obligation to file tax returns in Israel with respect to such income, provided that
(i) such income was not generated from business conducted in Israel by the taxpayer, and (ii) the taxpayer has no other taxable
sources of income in Israel with respect to which a tax return is required to be filed.
Excess Tax
Individuals who are subject to tax in Israel (whether
any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional tax for income exceeding a certain
level. For 2017 and onwards, the additional tax is at a rate of 3% on annual income exceeding NIS 651,600 for 2020 (approximately $0.2
million) which amount is linked to the annual change in the Israeli consumer price index, including, but not limited to, dividends, interest
and capital gain.
Estate and Gift Tax
Israeli law presently does not impose estate or gift taxes.
United States Federal Income Taxation
The following is a general discussion of the material
U.S. federal income tax consequences of the acquisition, ownership and disposition of our Ordinary Shares. This description addresses
only the U.S. federal income tax considerations that may be relevant to U.S. Holders (as defined below) who hold our Ordinary Shares as
capital assets. This summary is based on the U.S. Internal Revenue Code of 1986, as amended, (the “Code”) Treasury regulations
promulgated thereunder, judicial and administrative interpretations thereof and the U.S.-Israel Tax Treaty (the “Treaty”),
all as in effect on the date hereof and all of which are subject to change either prospectively or retroactively or to differing interpretations.
There can be no assurance that the U.S. Internal Revenue Service (“IRS”) will not take a different position concerning the
tax consequences of the acquisition, ownership or disposition of our Ordinary Shares or that such a position would not be sustained. This
discussion does not address all tax considerations that may be relevant to a U.S. Holder of Ordinary Shares. In addition, this description
does not account for the specific circumstances of any particular investor, such as:
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financial institutions or financial services entities;
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certain insurance companies;
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investors liable for alternative minimum tax;
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regulated investment companies, real estate investment trusts,
or grantor trusts;
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dealers or traders in securities, commodities or currencies;
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tax-exempt organizations;
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certain former citizens or long-term residents of the United States;
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non-resident aliens of the United States or taxpayers whose functional
currency is not the U.S. dollar;
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persons who hold Ordinary Shares through partnerships or other
pass-through entities;
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persons who acquire their Ordinary Shares through the exercise
or cancellation of employee stock options or otherwise as compensation for services;
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direct, indirect or constructive owners of investors that actually
or constructively own at least 10% of the total combined voting power of our shares or at least 10% of our shares by value; or
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investors holding Ordinary Shares as part of a straddle, appreciated
financial position, a hedging transaction or conversion transaction.
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If a partnership or an entity treated as a partnership
for U.S. federal income tax purposes owns our Ordinary Shares, the U.S. federal income tax treatment of a partner in such a partnership
will generally depend upon the status of the partner and the activities of the partnership. A partnership that owns our Ordinary Shares
and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of holding and disposing
of Ordinary Shares.
This summary does not address the effect of any
U.S. federal taxation (such as estate and gift tax) other than U.S. federal income taxation. In addition, this summary does not include
any discussion of state, local or non-U.S. taxation.
For purposes of this summary the term “U.S.
Holder” means a person that is eligible for the benefits of the Treaty and is a beneficial owner of Ordinary Shares who is, for
U.S. federal income tax purposes:
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an individual who is a citizen or a resident of the United States;
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a corporation or other entity taxable as a corporation for United
States federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof;
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an estate the income of which is subject to U.S. federal income
taxation regardless of its source; or
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a trust if the trust has validly elected to be treated as a U.S.
person for U.S. federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over the
trust’s administration and (2) one or more U.S. persons have the authority to control all of the substantial decisions of the trust.
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Unless otherwise indicated, it is assumed for the
purposes of this discussion that the Company is not, and will not become, a “passive foreign investment company” (“PFIC”)
for U.S. federal income tax purposes. See “—Passive Foreign Investment Companies” below.
Taxation of Distributions
Subject to the discussion below under the heading
“—Passive Foreign Investment Companies,” the gross amount of any distributions received with respect to our Ordinary
Shares, including the amount of any Israeli taxes withheld therefrom, will constitute dividends for U.S. federal income tax purposes when
such distribution is actually or constructively received, to the extent such distribution is paid out of our current and accumulated earnings
and profits, as determined for U.S. federal income tax purposes. Because we do not expect to maintain calculations of our earnings and
profits under U.S. federal income tax principles, you should expect that the entire amount of any distribution will be taxable to you
as dividend income. Dividends are included in gross income at ordinary income rates, unless such dividends constitute “qualified
dividend income,” as set forth in more detail below. Distributions in excess of our current and accumulated earnings and profits
would be treated as a non-taxable return of capital to the extent of your adjusted tax basis in our Ordinary Shares and any amount in
excess of your tax basis would be treated as gain from the sale of Ordinary Shares. See “—Sale, Exchange or Other Disposition
of Ordinary Shares” below for a discussion of the taxation of capital gains. Our dividends would not qualify for the dividends-received
deduction generally available to corporations under section 243 of the Code.
Dividends that we pay in NIS, including the amount
of any Israeli taxes withheld therefrom, will be included in your income in a U.S. dollar amount calculated by reference to the exchange
rate in effect on the day such dividends are received, regardless of whether the payment is in fact converted into U.S. dollars. A U.S.
Holder who receives payment in NIS and converts NIS into U.S. dollars at an exchange rate other than the rate in effect on such day may
have a foreign currency exchange gain or loss that would generally be treated as U.S.-source ordinary income or loss. U.S. Holders should
consult their own tax advisors concerning the U.S. tax consequences of acquiring, holding and disposing of NIS.
Subject to complex limitations, some of which vary
depending upon the U.S. Holder’s circumstances, any Israeli withholding tax imposed on dividends paid with respect to our Ordinary
Shares, may be a foreign income tax eligible for credit against a U.S. Holder’s U.S. federal income tax liability (or, alternatively,
for deduction against income in determining such tax liability). Israeli taxes withheld in excess of the applicable rate allowed by the
Treaty (if any) will not be eligible for credit against a U.S. Holder’s federal income tax liability. The limitation on foreign
income taxes eligible for credit is calculated separately with respect to specific classes of income. Dividends paid with respect to our
common stock generally will be treated as foreign-source passive category income or, in the case of certain U.S. Holders, general category
income for U.S. foreign tax credit purposes. Further, there are special rules for computing the foreign tax credit limitation of a taxpayer
who receives dividends subject to a reduced tax rate. A U.S. Holder may be denied a foreign tax credit with respect to Israeli income
tax withheld from dividends received on our Ordinary Shares if such U.S. Holder fails to satisfy certain minimum holding period requirements
or to the extent such U.S. Holder’s position in Ordinary Shares is hedged. An election to deduct foreign taxes instead of claiming
a foreign tax credit applies to all foreign taxes paid or accrued in the taxable year. The rules relating to the determination of the
foreign tax credit are complex. You should consult with your own tax advisors to determine whether and to what extent you would be entitled
to this credit.
Subject to certain limitations (including the PFIC
rules discussed below), “qualified dividend income” received by a non-corporate U.S. Holder may be subject to tax at the lower
long-term capital gain rates (currently, a maximum rate of 20%). Distributions taxable as dividends paid on our Ordinary Shares should
qualify for a reduced rate if we are a “qualified foreign corporation,” as defined in Code section 1(h)(11)(C). We will be
a qualified foreign corporation if either: (i) we are entitled to benefits under the Treaty or (ii) our Ordinary Shares are readily tradable
on an established securities market in the United States and certain other requirements are met. We believe that we are entitled to benefits
under the Treaty and that our Ordinary Shares currently are readily tradable on an established securities market in the United States.
However, no assurance can be given that our Ordinary Shares will remain readily tradable. The rate reduction does not apply unless certain
holding period requirements are satisfied, nor does it apply to dividends received from a PFIC (see discussion below), in respect of certain
risk-reduction transactions, or in certain other situations. U.S. Holders of our Ordinary Shares should consult their own tax advisors
regarding the effect of these rules in their particular circumstances.
Sale, Exchange or Other Disposition of Ordinary
Shares
Subject to the discussion of the PFIC rules below,
if you sell or otherwise dispose of our Ordinary Shares (other than with respect to certain non-recognition transactions), you will generally
recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the sale
or other disposition and your adjusted tax basis in our Ordinary Shares, in each case determined in U.S. dollars. Such gain or loss will
generally be capital gain or loss and will be long-term capital gain or loss if you have held the Ordinary Shares for more than one year
at the time of the sale or other disposition. Long-term capital gain realized by a non-corporate U.S. Holder is generally eligible for
a preferential tax rate (currently at a maximum of 20%). In general, any gain that you recognize on the sale or other disposition of Ordinary
Shares will be U.S.-source for purposes of the foreign tax credit limitation; losses will generally be allocated against U.S. source income.
Deduction of capital losses is subject to certain limitations under the Code.
In the case of a cash basis U.S. Holder who receives
NIS in connection with the sale or disposition of our Ordinary Shares, the amount realized will be based on the U.S. dollar value of the
NIS received with respect to the Ordinary Shares as determined on the settlement date of such exchange. A cash basis U.S. Holder who receives
payment in NIS and converts NIS into U.S. dollars at a conversion rate other than the rate in effect on the settlement date may have a
foreign currency exchange gain or loss, based on any appreciation or depreciation in the value of NIS against the U.S. dollar, which would
be treated as ordinary income or loss.
An accrual basis U.S. Holder may elect the same
treatment of currency exchange gain or loss required of cash basis taxpayers with respect to a sale or disposition of our Ordinary Shares
that are traded on an established securities market, provided that the election is applied consistently from year to year. Such election
may not be changed without the consent of the IRS. In the event that an accrual basis U.S. Holder does not elect to be treated as a cash
basis taxpayer (pursuant to the Treasury regulations applicable to foreign currency transactions), such U.S. Holder is required to calculate
the value of the proceeds as of the “trade date” and may have a foreign currency gain or loss for U.S. federal income tax
purposes in the event of any difference between the U.S. dollar value of NIS prevailing on the trade date and on the settlement date.
Any such currency gain or loss generally would be treated as U.S.- source ordinary income or loss and would be subject to tax in addition
to the gain or loss, if any, recognized by such U.S. Holder on the sale or disposition of such Ordinary Shares.
Passive Foreign Investment Company Considerations
Based on the composition of our income, assets
(including the value of our goodwill, going-concern value or any other unbooked intangibles, which may be determined based on the price
of the ordinary shares), and operations, we believe we will not be classified as a “passive foreign investment company”, or
PFIC, for the 2020 taxable year. However, because PFIC status is based on our income, assets and activities for the entire taxable year,
it is not possible to determine whether we will be characterized as a PFIC for our current taxable year or future taxable years until
after the close of the applicable taxable year. Moreover, we must determine our PFIC status annually based on tests that are factual in
nature, and our status in the current year and future years will depend on our income, assets and activities in each of those years and,
as a result, cannot be predicted with certainty as of the date hereof.
If we were a PFIC for any taxable year during which
a U.S. Holder owned Ordinary Shares, certain adverse consequences could apply to the U.S. Holder. Specifically, unless a U.S. Holder makes
one of the elections mentioned below, gain recognized by the U.S. Holder on a sale or other disposition of Ordinary Shares would be allocated
ratably over the U.S. Holder’s holding period for the Ordinary Shares. The amounts allocated to the taxable year of the sale or
other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable
year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and
an interest charge would be imposed on the resulting tax liability. Further, any distribution in excess of 125% of the average of the
annual distributions received by the U.S. Holder on our Ordinary Shares during the preceding three years or the U.S. Holder’s holding
period, whichever is shorter, would be subject to taxation as described immediately above. In addition, if we were a PFIC for a taxable
year in which we pay a dividend or the immediately preceding taxable year, the preferential dividend rates discussed above with respect
to dividends paid to certain non-corporate U.S. Holders would not apply. If we were a PFIC for any taxable year in which a U.S. Holder
owned our shares, the U.S. Holder would generally be required to file annual returns with the IRS on IRS Form 8621.
If we are treated as a PFIC with respect to you
for any taxable year, you will be deemed to own shares in any entities in which we own equity that are also PFICs (“lower tier PFICs”),
and you may be subject to the tax consequences described above with respect to the shares of such lower tier PFIC you would be deemed
to own.
i. Mark-to-market elections
If we are a PFIC for any taxable year during which
you hold ordinary shares, then instead of being subject to the tax and interest charge rules discussed above, you may make an election
to include gain on the ordinary shares as ordinary income under a mark-to-market method, provided that such ordinary shares are “marketable.”
The ordinary shares will be marketable if they are “regularly traded” on a qualified exchange or other market, as defined
in applicable U.S. Treasury regulations, such as the New York Stock Exchange (or on a foreign stock exchange that meets certain conditions).
For these purposes, the ordinary shares will be considered regularly traded during any calendar year during which they are traded, other
than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting
this requirement will be disregarded. However, because a mark-to-market election cannot be made for any lower tier PFICs that we may own,
you will generally continue to be subject to the PFIC rules discussed above with respect to your indirect interest in any investments
we own that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. As a result, it is possible that any mark-to-market
election with respect to the ordinary shares will be of limited benefit.
If you make an effective mark-to-market election,
in each year that we are a PFIC, you will include in ordinary income the excess of the fair market value of your ordinary shares at the
end of the year over your adjusted tax basis in the ordinary shares. You will be entitled to deduct as an ordinary loss in each such year
the excess of your adjusted tax basis in the ordinary shares over their fair market value at the end of the year, but only to the extent
of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election,
in each year that we are a PFIC, any gain that you recognize upon the sale or other disposition of your ordinary shares will be treated
as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount of previously included income
as a result of the mark-to-market election.
Your adjusted tax basis in the ordinary shares
will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules discussed
above. If you make an effective mark-to-market election, it will be effective for the taxable year for which the election is made and
all subsequent taxable years unless the ordinary shares are no longer regularly traded on a qualified exchange or the IRS consents to
the revocation of the election. You should consult your tax advisor about the availability of the mark-to-market election, and whether
making the election would be advisable in your particular circumstances.
ii. Qualified electing fund elections
In certain circumstances, a U.S. equity holder
in a PFIC may avoid the adverse tax and interest charge regime described above by making a “qualified electing fund” election
to include in income its share of the corporation’s income on a current basis. However, you may make a qualified electing fund election
with respect to the ordinary shares only if we agree to furnish you annually with a PFIC annual information statement as specified in
the applicable U.S. Treasury regulations. We do not intend to provide the information necessary for you to make a qualified electing fund
election if we are classified as a PFIC. Therefore, you should assume that you will not receive such information from us and would therefore
be unable to make a qualified electing fund election with respect to any of our ordinary shares were we to be or become a PFIC.
Additional Tax on Investment Income
In addition to the income taxes described above,
U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds may be subject to a 3.8% Medicare contribution
tax on net investment income, which includes dividends and capital gains from the sale or exchange of our Ordinary Shares.
Backup Withholding and Information Reporting
Payments in respect of our Ordinary Shares may
be subject to information reporting to the IRS and to U.S. backup withholding tax at the rate (currently) of 24%. Backup withholding will
not apply, however, if you (i) fall within certain exempt categories and demonstrate the fact when required or (ii) furnish a correct
taxpayer identification number and make any other required certification.
Backup withholding is not an additional tax. Amounts
withheld under the backup withholding rules may be credited against a U.S. Holder’s U.S. tax liability. A U.S. Holder may obtain
a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS.
U.S. citizens and individuals taxable as resident
aliens of the United States that (i) own “specified foreign financial assets” (as defined in Section 6038D of the Code and
the regulations thereunder) with an aggregate value in a taxable year in excess of certain thresholds (as determined under rules in Treasury
regulations) and (ii) are required to file U.S. federal income tax returns generally will be required to file an information report with
respect to those assets with their tax returns. IRS Form 8938 has been issued for that purpose. “Specified foreign financial assets”
include any financial accounts maintained by foreign financial institutions, foreign stocks held directly, and interests in foreign estates,
foreign pension plans or foreign deferred compensation plans. Under those rules, our Ordinary Shares, whether owned directly or through
a financial institution, estate or pension or deferred compensation plan, would be “specified foreign financial assets.” Under
Treasury regulations, the reporting obligation applies to certain U.S. entities that hold, directly or indirectly, specified foreign financial
assets. Penalties can apply if there is a failure to satisfy this reporting obligation. In addition, in the event a U.S. Holder that is
required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income
taxes of such U.S. Holder for the related tax year may not close until three years after the date that the required information is filed.
A U.S. Holder is urged to consult the U.S. Holder’s tax advisor regarding the reporting obligation.
Any U.S. Holder who acquires more than $100,000
of our Ordinary Shares or holds 10% or more of our Ordinary Shares by vote or value may be subject to certain additional U.S. information
reporting requirements.
The above description is not intended to constitute
a complete analysis of all tax consequences relating to acquisition, ownership and disposition of our Ordinary Shares. You should consult
your tax advisor concerning the tax consequences of your particular situation.
F.
|
Dividends and Paying Agents
|
Not applicable.
Not applicable.
We are subject to certain of the reporting requirements
of the Exchange Act, as applicable to “foreign private issuers” as defined in Rule 3b-4 under the Exchange Act. As a foreign
private issuer, we are exempt from certain provisions of the Exchange Act. Accordingly, our proxy solicitations are not subject to the
disclosure and procedural requirements of Regulation 14A under the Exchange Act, and transactions in our equity securities by our officers
and directors are exempt from reporting and the “short-swing” profit recovery provisions contained in Section 16 of the Exchange
Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements as frequently or as promptly
as U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC an annual report on Form 20-F
containing financial statements audited by an independent accounting firm. We also submit to the SEC reports on Form 6-K containing (among
other things) press releases and unaudited financial information. We post our annual report on Form 20-F on our website (www.magicsoftware.com)
promptly following the filing of our annual report with the SEC. The information on our website is not incorporated by reference into
this annual report.
The Exchange Act file number for our SEC filings is 000-19415.
The SEC maintains a website at www.sec.gov that
contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the
SEC using its EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system.
The documents concerning our company that are
referred to in this annual report may also be inspected at our offices located at Yahadut Canada 1 Street, Or Yehuda 6037501, Israel.
I.
|
Subsidiary Information
|
Not applicable.
ITEM 11.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
|
We are exposed to a variety of market risks, primarily
changes in interest rates affecting our investments in marketable securities and foreign currency fluctuations.
Cash Investments, Marketable Securities and Interest Rate Risk
Our cash investment policy seeks to preserve principal
and maintain adequate liquidity while maximizing the income we receive from our investments without significantly increasing the risk
of loss. To minimize investment risk, we maintain a diversified portfolio across various maturities, types of investments and issuers,
which may include, from time to time, money market funds, U.S. government bonds, state debt, bank deposits and certificates of deposit,
and investment grade corporate debt. Our cash management policy does not allow us to purchase or hold commodity instruments, structures
or “sub-prime” related holdings (such as auction rate securities and collateralized debt obligation) or other financial instruments
for trading purposes.
As of December 31, 2020, we had approximately
$88.4 million in cash and cash equivalents and short term bank deposits and $1.2 million in marketable securities. Our marketable securities
include investments in commercial bonds. The performance of the capital markets affects the values of the funds we hold in marketable
securities. These assets are subject to market fluctuations. In such case, the fair value of our investments may decline. We periodically
monitor our investments for adverse material holdings related to the underlying financial solvency of the issuers of the marketable securities
in our portfolio.
Our exposure to market risk for changes in interest
rates relates primarily to our investment in marketable securities. Investments in both fixed rate and floating rate interest bearing
securities carry a degree of interest rate risk. The fair market value of fixed rate securities may be adversely impacted due to a rise
in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. Due in part to these
factors, our future financial results may be negatively affected in the event that interest rates fluctuate.
Foreign Currency Exchange Risk
Our financial results may be negatively impacted
by foreign currency fluctuations. Our foreign operations are transacted through a global network of subsidiaries. These sales and related
expenses are generally denominated in currencies other than the U.S. dollar. Because our financial results are reported in U.S. dollars,
our results of operations may be adversely impacted by fluctuations in the rates of exchange between the U.S. dollar and such other currencies
as the financial results of our foreign subsidiaries are converted into U.S. dollars in consolidation. Our earnings are predominantly
affected by fluctuations in the value of the U.S. dollar as compared to the NIS, as well as the value of the U.S. dollar as compared to
the euro, Japanese Yen and British Pound.
We measure and record non-monetary accounts in
our balance sheet (principally fixed assets and prepaid expenses) in U.S. dollars. For this measurement, we use the U.S. dollar value
in effect at the date that the asset or liability was initially recorded in our balance sheet (the date of the transaction).
Our operating expenses may be affected by fluctuations
in the value of the U.S. dollar as it relates to foreign currencies, with NIS, euro and Japanese Yen having the greatest potential impact.
In managing our foreign exchange risk, we periodically enter into foreign exchange hedging contracts. Our goal is to mitigate the potential
exposure with these contracts. By way of example, an increase of 10% in the value of the NIS relative to the U.S. dollar in 2020 would
have resulted in an increase in the U.S. dollar reporting value of our operating income of $2.1 million for that year, while a decrease
of 10% in the value of the NIS relative to the U.S. dollar in 2020 would have resulted in a decrease in the U.S. dollar reporting value
of our operating income of $1.8 million for the year. An increase of 10% in the value of the euro, the Japanese yen and the British Pound
relative to the U.S. dollar in 2020 would have resulted in an increase in the U.S. dollar reporting value of our operating income of $0.9
million, $0.4 million and $0.2 million, respectively, for that year, while a decrease of 10% in the value of the euro, Japanese Yen and
British Pound relative to the U.S. dollar in 2020 would have resulted in a decrease in the U.S. dollar reporting value of our operating
income of $0.8 million, $0.3 million and $0.1 million, respectively, for that year.
Equity Price Risk
As of December 31, 2020, we had no trading securities
that are classified as available for sale.
ITEM 12.
|
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
Not applicable.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S.
dollars in thousands
MAGIC
SOFTWARE ENTERPRISES LTD., an Israeli company (“the Group” or “the Company”), is a global provider of: (i) proprietary
application development and business process integration platforms that accelerate the planning, development, deployment and integration
of on-premise, mobile and cloud business applications (“the Magic Technology”); (ii) selected packaged vertical software
solutions; and (iii) a vendor of software services and IT outsourcing software services.
Magic
Technology enables enterprises to accelerate the process of delivering business solutions that meet current and future needs and allow
customers to dramatically improve their business performance and return on investment. To complement its software products and to increase
its traction with customers, the Group also offers a complete portfolio of software services in the areas of infrastructure design and
delivery, application development, technology planning and implementation services, communications services and solutions, and supplemental
IT professional outsourcing services. The Company reports its results on the basis of two reportable business segments: software services
(which include proprietary and non-proprietary software solutions, maintenance and support and related services) and IT professional
services (see Note 18 for further details).
The
Company’s principal markets are the United States, Israel, Europe and Japan (see Note 18).
For
information about the Company’s holdings in subsidiaries and affiliates, see Appendix to the consolidated financial statements.
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES
|
The
consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S.
GAAP”), applied on a consistent basis, as follows, unless otherwise stated:
Use
of estimates
The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and
assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information
available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those estimates.
Financial
statements in United States dollars
A
substantial portion of the revenues and expenses of the Company and of certain subsidiaries is generated in U.S. dollars (“dollar”).
The Company’s management believes that the dollar is the currency of the primary economic environment in which the Company and
certain subsidiaries operate. Thus, the functional and reporting currency of the Company and certain subsidiaries is the dollar.
MAGIC
SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S.
dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
Accordingly,
monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with the Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”.
All transaction gains and losses of the remeasurement of monetary balance sheet items are reflected in the statements of income as financial
income or expenses, as appropriate. Monetary accounts and transactions maintained in dollars are presented at their original amounts.
For
those foreign subsidiaries whose functional currency is not the dollar, all balance sheet amounts have been translated using the exchange
rates in effect at each balance sheet date. Statement of income amounts have been translated using the average exchange rate prevailing
during each year. Such translation adjustments are reported as a component of accumulated other comprehensive income (loss) in equity.
Principles
of consolidation
The
consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Intercompany balances and
transactions, including profit from intercompany sales not yet realized outside the Group, have been eliminated upon consolidation.
Changes
in the Company’s ownership interest in a subsidiary with no change of control are treated as equity transactions, with any difference
between the amount of consideration paid and the change in the carrying amount of the non-controlling interest, recognized in equity.
Non-controlling
interests of subsidiaries represent the non-controlling shareholders’ share of the total comprehensive income (loss) of the subsidiaries
and fair value of the net assets upon the acquisition of the subsidiaries. The non-controlling interests are presented in equity separately
from the equity attributable to the equity holders of the Company. Redeemable non-controlling interests are classified as mezzanine equity,
separate from permanent equity, on the consolidated balance sheets and measured at each reporting period at the higher of their redemption
amount or the non-controlling interest book value, in accordance with the requirements of ASC 810 “Consolidation” and ASC
480-10-S99-3A, “Distinguishing Liabilities from Equity”.
The
following table provides a reconciliation of the redeemable non-controlling interests for the year ended December 31, 2020:
January 1, 2020
|
|
$
|
21,915
|
|
Net income attributable to redeemable non-controlling interest
|
|
|
2,526
|
|
Increase in value of put options of redeemable non-controlling interests
|
|
|
1,317
|
|
Dividend declared to redeemable non-controlling interest
|
|
|
(4,391
|
)
|
Acquisition of redeemable non-controlling interests
|
|
|
(9,089
|
)
|
Increase in redeemable non-controlling interest as part of acquisitions
|
|
|
4,237
|
|
Foreign currency translation adjustments
|
|
|
1,848
|
|
Non-controlling interest reclassification to redeemable non-controlling interest
|
|
|
6,617
|
|
|
|
|
|
|
December 31, 2020
|
|
$
|
24,980
|
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT
ACCOUNTING POLICIES (Cont.)
|
Cash and cash equivalents
Cash and cash equivalents are short-term
highly liquid investments that are readily convertible to cash with original maturities of three months or less, at acquisition.
Cash and cash equivalents include
amounts held primarily in NIS, dollar, Euro, Japanese Yen and British Pound.
Short-term deposits and restricted
deposits
Short-term deposits include deposits
with original maturities of more than three months and less than one year. Such deposits are presented at cost (including accrued interest)
which approximates their fair value. Restricted deposits are used to secure certain of the Group’s ongoing projects and are classified
under other long-term receivables.
Marketable securities
The Company accounts for all its investments
in marketable securities in accordance with ASC No. 320, “Investments – Debt and Equity Securities”. The Company classifies
all of its marketable securities as available for sale and held for trading. Available for sale securities are carried at fair value,
with the unrealized gains and losses, net of tax, reported in “accumulated other comprehensive income (loss)” in equity.
Realized gains and losses on sale of investments are included in “financial income (expense), net” and are derived using
the specific identification method for determining the cost of securities.
The amortized cost of debt securities
is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization together with interest on securities
is included in “financial expense (income), net”.
The Company assessed AFS debt securities
with an amortized cost basis in excess of estimated fair value to determine what amount of that difference, if any, is caused by expected
credit losses in accordance with ASC 326. Allowance for credit losses on AFS debt securities are recognized as a charge of credit loss
expenses (income), net, on the consolidated statements of income, and any remaining unrealized losses, net of taxes, are included in accumulated
other comprehensive income (loss) in stockholders' equity.
The Company did not record credit loss
allowance on its marketable securities during the years ended December 31, 2020.
The Company classifies its marketable
debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and the Company’s
expectations of sales and redemptions in the following year.
Held for trading securities are measured
at fair value through profit or loss.
Trade receivables
Trade receivables are stated net of
credit losses allowance. The Company is exposed to credit losses primarily through sales. The allowance against gross trade receivables
reflects the current expected credit loss inherent in the receivables portfolio determined based on the Company’s methodology. The
Company’s methodology is based on historical collection experience, customer creditworthiness, current and future economic condition
and market condition. Additionally, specific allowance amounts are established to record the appropriate provision for customers that
have a higher probability of default. The Company also considered the current and expected future economic and market conditions surrounding
the COVID-19 pandemic and determined that the estimate of credit losses was not significantly impacted. Trade receivables are written
off after all reasonable means to collect the full amount have been exhausted.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT
ACCOUNTING POLICIES (Cont.)
|
Property and equipment, net
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:
|
|
Years
|
|
|
|
Computers and peripheral equipment
|
|
3 - 5
|
Office furniture and equipment
|
|
7 - 15 (mainly 7)
|
Motor vehicles
|
|
7
|
Software
|
|
3 – 5 (mainly 5)
|
Leasehold improvements are amortized
using the straight-line method over the term of the lease (including option terms that are deemed to be reasonably assured) or the estimated
useful life of the improvements, whichever is shorter.
Business combinations
The Company accounts for business
combinations under ASC 805, “Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities assumed,
contingent consideration, non-controlling interest and redeemable non-controlling interest in the acquiree at the acquisition date, to
be measured at their fair values as of that date. As required by ASC 820, “Fair Value Measurements and Disclosures” the Company
applies assumptions, judgments and estimates that marketplace participants would consider in determining the fair value of assets acquired,
liabilities assumed, non-controlling interest and redeemable non-controlling interest in the acquiree at the acquisition date. Any excess
of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded
in earnings. Acquisition related costs are expensed to the statements of income in the period incurred. The cumulative impact of measurement
period adjustments, including the impact to prior periods, is recognized in the reporting period in which the adjustment is identified.
During the years ended December 31,
2018, 2019 and 2020 the Company recorded income of $ 34, and expenses of $ 266 and $ 3,356, with respect to changes in the fair value
of contingent consideration liability, respectively.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
Research and development costs
Research and development costs incurred
in the process of software development before establishment of technological feasibility are charged to expenses as incurred. Costs incurred
subsequent to the establishment of technological feasibility are capitalized according to the principles set forth in ASC 985-20, “Costs
of Software to be Sold, Leased or Marketed”.
The Company and its subsidiaries establish
technological feasibility upon completion of a detailed program design or working model.
ASC 985-20-35 requires that a product
be amortized when the product is available for general release to customers. The Company considers a product to be available for general
release to customers when the Company completes its internal validation of the product that is necessary to establish that the product
meets its design specifications including functions, features, and technical performance requirements. Internal validation includes the
completion of coding, documentation and testing that ensure bugs are reduced to a minimum. The internal validation of the product takes
place a few weeks before the product is made available to the market. In certain instances, the Company enters into a short pre-release
stage, during which the product is made available to a selected number of customers as a beta program for their own review and familiarization.
Subsequently, the release is made generally available to customers from the Company’s download area. Once a product is considered
available for general release to customers, the capitalization of costs ceases and amortization of such costs to “Cost of revenues”
begins.
Capitalized software costs are amortized
on a product by product basis by the straight-line method over the estimated useful life of the software product (approximately 5 years,
due to their high rates of acceptance, the continued reliance on these products by existing customers, and the demand for such products
from prospective customers, all of which validate the Company’s expectations) which provides greater amortization expense compared
to the revenue-curve method.
The Company assesses the recoverability
of these intangible assets on a regular basis by assessing the net realizable value of these intangible assets based on the estimated
future gross revenues from each product reduced by the estimated future costs of completing and disposing of it, including the estimated
costs of performing maintenance and customer support over its remaining economical useful life using internally generated projections
of future revenues generated by the products, cost of completion of products and cost of delivery to customers over its remaining economical
useful life. During the years ended December 31, 2018, 2019 and 2020, no such unrecoverable amounts were identified.
Research and development costs incurred
in the process of developing product enhancements are generally charged to expenses as incurred.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
Leases
The Company determines if an arrangement
is a lease at inception. The Company’s assessment is based on: (1) whether the contract involves the use of an identified asset,
(2) whether the Company obtains the right to substantially all of the economic benefits from the use of the asset throughout the period
of use, and (3) whether the Company has the right to direct the use of the asset.
Leases are classified as either finance
leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers
ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to
be exercised, the lease term is for a major part of the remaining useful life of the asset, the present value of the lease payments equals
or exceeds substantially all of the fair value of the asset, or the underlying asset is of such a specialized nature that it is expected
to have no alternative use to the lessor at the end of lease term. A lease is classified as an operating lease if it does not meet any
one of these criteria. Since all of the Company’s lease contracts do not meet any one of the criteria above, the Company concluded
that all of its lease contracts should be classified as operating leases.
ROU assets and liabilities are recognized
on the commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers
only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit
rate, the Company uses its incremental borrowing rate (“IBR”) based on the information available on the commencement date
in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized
borrowing with similar terms and payments and in economic environments where the leased asset is located. Certain leases include options
to extend or terminate the lease. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any
lease incentives received. Moreover, the ROU asset may also include initial direct costs, which are incremental costs of a lease that
would not have been incurred if the lease had not been obtained. The Company uses the long-lived assets impairment guidance in Accounting
Standards Codification (“ASC”) Subtopic 360-10, “Property, Plant, and Equipment - Overall,” to determine whether
a right-of-use asset is impaired, and if so, the amount of the impairment loss to recognize. An option to extend the lease is considered
in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option.
An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option.
Offices
The Company leases space for offices
in various locations worldwide under operating leases. These contracts are considered as operating leases presented in ROU assets.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
Motor vehicles
The Company leases motor vehicles.
Each leasing contract is generally valid for a term of three years. These contracts are considered as operating leases presented in ROU
assets.
For the vast majority of the Company’s
motor vehicle lease agreements, the lease payments include inconsequential non-lease payments, such as license and registration fees,
insurance and maintenance. As a result, the Company elected to not separate non-lease components from lease components, and instead,
to account for each separate lease component and the non-lease component associated with that lease component as a single lease component.
Impairment of long-lived assets,
right of use assets and intangible assets subject to amortization
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 an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair
value of the assets.
As required by ASC 820, “Fair
Value Measurements and Disclosures” the Company applies assumptions, judgments and estimates that marketplace participants would
consider in determining the fair value of long-lived assets (or asset groups).
During the years ended December 31,
2018, 2019 and 2020, no impairment losses have been identified.
Goodwill
Goodwill represents the excess of
the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, “Intangibles
- Goodwill and Other”, goodwill is subject to an annual impairment test or more frequently if impairment indicators are present.
Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. As of December 31,
2020, the Company operates in four reporting units within its operating segments.
Goodwill reflects the excess of the
consideration paid or transferred plus the fair value of contingent consideration and any non-controlling interest in the acquiree at
the acquisition date over the fair values of the identifiable net assets acquired.
ASC 350 allows an entity to first assess qualitative factors to determine
whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more
likely than not indication of impairment, no further impairment testing is required. If the Company elects not to use this option, or
if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then
the Company prepares a quantitative analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair value
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
If the carrying value of a reporting
unit exceeds its estimated fair value, the Company recognizes an impairment of goodwill for the amount of this excess, in accordance with
the guidance in FASB Accounting Standards Update ("ASU") No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying
the Test for Goodwill Impairment, which the adopted as of January 1, 2020. Prior to the adoption of ASU 2017-04, if the Company elected
not to use the qualitative analysis the two-step impairment test was performed.
The Company determines the fair value
of each reporting unit by using the income approach, which utilizes a discounted cash flow model, as it believes that this approach best
approximates the reporting unit’s fair value. Judgments and assumptions related to revenue, operating income, future short-term
and long-term growth rates, weighted average cost of capital, interest, capital expenditures, cash flows, and market conditions are inherent
in developing the discounted cash flow model. The Company considers historical rates and current market conditions when determining the
discount and growth rates to use in its analyses. If these estimates or their related assumptions change in the future, the Company may
be required to record impairment charges for its goodwill.
The Company performed an annual impairment
test as of December 31, of each of 2018, 2019 and 2020 and did not identify any impairment losses (see Note 9).
Intangible assets
Intangible assets that are not considered
to have an indefinite useful life are amortized over their economic useful life using a method of amortization that reflects the pattern
in which the economic benefits of the intangible assets are consumed or otherwise used up. Acquired technology and non-compete agreements
were amortized on a straight line basis and customer relationships and backlog were amortized on an accelerated method basis over a period
between 1 - 15 years based on the intangible assets identified.
Revenue recognition
The Company implements the provisions
of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).
See Note 19 for further disclosures required under ASC 606.
Revenues
are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration
that the company expects to receive in exchange for those goods or services.
The Company determines revenue
recognition through the following steps:
|
|
●
|
identification of the contract
with a customer;
|
|
|
|
|
|
|
●
|
identification of the performance
obligations in the contract;
|
|
|
|
|
|
|
●
|
determination of the transaction
price;
|
|
|
|
|
|
|
●
|
allocation of the transaction
price to the performance obligations in the contract; and
|
|
|
|
|
|
|
●
|
recognition of revenue
when, or as, the Company satisfies a performance obligation.
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
The Company enters into contracts
that can include various combinations of products, software and professional services, as detailed below, which are generally capable
as being distinct from each other and accounted for as separate performance obligations.
The Company derives its revenues from
licensing the rights to use its software (proprietary and non-proprietary), provision of related professional services, maintenance and
technical support as well as from other software and IT professional services (either fixed price or based on time and materials). The
Company sells its products primarily through direct sales force and indirectly through distributors and value added resellers.
Under ASC 606, an entity recognizes
revenue when or as it satisfies a performance obligation by transferring software license or software related services to the customer,
either at a point in time or over time. The company recognizes its revenues from software sales at a point in time upon delivery of its
software license. The software license is considered a distinct performance obligation, as the customer can benefit from the software
on its own. Revenues from contracts that involve significant customization to customer-specific specifications are performance obligations
the Company generally accounts for as performance obligations satisfied over time. The underlying deliverable is owned and controlled
by the customer, and does not create an asset with an alternative use to the Company. The Company recognizes revenue of such contracts
over time using cost inputs, which recognize revenue and gross profit as work is performed based on a ratio between actual costs incurred
compared to the total estimated costs for the contract, to measure progress toward completion of its performance obligations, which is
similar to the method prior to the adoption of ASC 606. Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are first determined, in the amount of the estimated loss for the entire contract. During the years ended December
31, 2018, 2019 and 2020, no material estimated losses were identified. In addition, the Company provides professional services that do
not involve significant customization to customer-specific specifications. For contracts that do not involve significant customization
to customer-specific specifications (typically staffing or consulting services) revenue is recognized as the services are performed,
either on a straight-line basis or based on the hours of services that were provided to the customer, in accordance with the terms of
the contracts.
The Company’s revenues from
post contract support are derived from annual maintenance contracts providing for unspecified upgrades for new versions and enhancements
on a when-and-if-available basis for an annual fee. The right for an unspecified upgrade for new versions and enhancements on a when-and-if-available
basis do not specify the features, functionality and release date of future product enhancements for the customer to know what will be
made available and the general timeframe in which it will be delivered. The Company considers the post contract support performance obligation
as a distinct performance obligation that is satisfied over time, and recognized on a straight-line basis over the contractual period.
Revenue from professional services,
both related to software and IT professional services businesses consists of either fixed price or time and materials, and are considered
performance obligations that are satisfied over time, and revenues are recognized as the services are provided.
The transaction price is allocated
to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of software licenses
are estimated using the residual approach, due to the lack of selling software licenses on a standalone basis. Standalone selling prices
of services are determined by considering several external and internal factors including, but not limited to, transactions where the
specific performance obligation is sold separately.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
The Company generally does not grant
a right of return to its customers. When a right of return exists, the Company defers revenue until the right of return expires, at which
time revenue is recognized provided that all other revenue recognition criteria are met.
Revenue from third-party sales is
recorded at a gross or net amount according to certain indicators. The application of these indicators for gross and net reporting of
revenue depends on the relative facts and circumstances of each sale.
The Company pays commissions to sales
and marketing and certain management personnel based on their attainment of certain predetermined sales or profit goals. When sales commissions
are considered incremental costs of obtaining a contract with a customer they are deferred and amortized on a systematic basis that is
consistent with the transfer to the customer of the performance obligations to which the asset relates. The Company expenses sales commissions
as they are incurred when the amortization period would have been less than one year. In addition, generally, sales commissions which
are paid upon contract renewal are commensurate with the initial commissions as the renewal amounts are substantially identical to the
initial commission costs. During the year ended December 31, 2020, no costs have been capitalized.
The Company does not assess whether
a contract has a significant financing component if the expectation at contract inception is such that the period between payment by
the customer and the transfer of the promised goods or services to the customer will be one year or less.
Accrued severance pay and retirement
plans
The Company’s and its Israeli
subsidiaries’ obligation for severance pay with respect to their Israeli employees (for the period for which the employees were
not included under Section 14 of the Severance Pay Law, 1963) is calculated pursuant to the Israeli Severance Pay Law based on the most
recent salary of the employees multiplied by the number of years of employment as of the balance sheet date, and are presented on an
undiscounted basis (referred to as the “Shut Down Method”). Employees are entitled to one month’s salary for each year
of employment or a portion thereof. The Company’s obligation for all of its Israeli employees is fully provided for by monthly
deposits with insurance policies and severance pay funds and by an accrual.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
The carrying value of deposited funds
includes profits (losses) accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of
the obligations pursuant to the Israeli Severance Pay Law or labor agreements and are recorded as an asset in the Company’s consolidated
balance sheet.
The Company and its Israeli subsidiaries’
agreements with most of their Israeli employees are in accordance with Section 14 of the Severance Pay Law, 1963, mandating that upon
termination of such employees’ employment, all the amounts accrued in their insurance policies shall be released to them instead
of severance compensation. Upon release of deposited amounts to the employee, no additional liability exists between the parties regarding
the matter of severance pay and no additional payments are payable by the Company or its subsidiaries to the employee. Further, the related
obligation and amounts deposited on behalf of such obligation are not stated on the balance sheet, as the Company and its subsidiaries
are legally released from their obligations to employees once the deposit amounts have been paid.
The Group has a number of savings
plans in the United States that qualify under Section 401(k) of the Internal Revenue Code. U.S. employees may contribute up to 100% of
their pretax or post-tax salary, but not more than statutory limits. Matching contributions are discretionary and if made, are up to
3% of the participants annual contributions. When contributions are granted, they are invested in proportion to each participant’s
voluntary contributions in the investment options provided under the plan.
Severance expenses for the years ended
December 31, 2018, 2019 and 2020 amounted to approximately $ 4,052, $ 4,712 and $ 5,344, respectively.
Advertising expenses
Advertising expenses are charged to
selling and marketing expenses, as incurred. Advertising expenses for the years ended December 31, 2018, 2019 and 2020 amounted to $ 304,
$ 519 and $ 472, respectively.
Income taxes
The Company accounts for income taxes
in accordance with ASC 740, “Income Taxes”. ASC 740 prescribes the use of the “asset and liability” method whereby
deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets
and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. Deferred
tax assets and liabilities are classified as non-current.
The Company utilizes a two-step approach
for recognizing and measuring uncertain tax positions accounted for in accordance with an amendment of ASC 740 “Income Taxes.”
Under the first step the Company evaluates a tax position taken or expected to be taken in a tax return by determining if the weight
of available evidence indicates that it is more likely than not that, based on its technical merits, the tax position will be sustained
on audit, including resolution of any related appeals or litigation processes.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
The second step is to measure the
tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement with the tax authorities. The
Company accrued interest and penalties related to unrecognized tax benefits in its provisions for income taxes.
Basic and diluted net earnings
per share
Basic net earnings per share are computed
based on the weighted average number of ordinary shares outstanding during each year. Diluted net earnings per share are computed based
on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential ordinary shares considered outstanding
during the year, in accordance with ASC 260, “Earnings Per Share.”
No portion of the outstanding stock
options have been excluded from the calculation of the diluted earnings per share because such securities are anti-dilutive.
Stock-based compensation
The Company accounts for stock-based
compensation in accordance with ASC 718, “Compensation - Stock Compensation” which requires the measurement and recognition
of compensation expense based on estimated fair values for all share-based payment awards made. 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 portion of the award
that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated
statement of income.
The Company recognizes compensation
expenses for the value of its awards, which have graded vesting based on the accelerated method over the requisite service period of
each of the awards, net of estimated forfeitures.
The Company uses the Binomial option-pricing
model (“the Binomial model”) to estimate the fair value for any options granted. The Binomial model takes into account variables
such as volatility, dividend yield rate, and risk-free interest rate and also allows for the use of dynamic assumptions and considers
the contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life, and the
probability of termination or retirement of the option holder in computing the value of the option.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
The fair value of each option granted
using the Binomial model, was estimated on the date of grant with the following assumptions: expected volatility was based upon actual
historical stock price movements and was calculated as of the grant dates for different periods, since the Binomial model can be used
for different expected volatilities for different periods. The risk-free interest rate was based on the yield from U.S. Treasury zero-coupon
bonds with an equivalent term to the contractual term of the options. The expected term of options granted was derived from the output
of the option valuation model and represented the period of time that options granted were expected to be outstanding. Estimated forfeitures
were based on actual historical pre-vesting forfeitures. Since dividend payments are applied to reduce the exercise price of the option,
the effect of the dividend protection was reflected by using an expected dividend assumption of zero.
For awards with performance conditions,
compensation cost is recognized over the requisite service period if it is ‘probable’ that the performance conditions will
be satisfied.
No grants were made to employees or
directors in 2020.
During the years ended December 31,
2018, 2019, the Company recognized stock-based compensation expense related to employee stock options in the amount of $ 194 and
$ 74, respectively, as follows:
|
|
Year ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
$
|
-
|
|
|
$
|
2
|
|
Research and development, net
|
|
|
-
|
|
|
|
4
|
|
Selling and marketing
|
|
|
74
|
|
|
|
4
|
|
General and administrative
|
|
|
-
|
|
|
|
184
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
74
|
|
|
$
|
194
|
|
Concentrations of credit risk
Financial instruments that potentially
subject the Company to concentration of credit risk consist principally of cash and cash equivalents, short-term deposits, restricted
cash, marketable securities, trade receivables and foreign currency derivative contracts.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
The Company’s cash and cash
equivalents, short-term deposits and restricted cash are invested primarily in bank deposits with major banks worldwide, mainly in the
United States and Israel, however, such cash and cash equivalents and short-term deposits in the United States may be in excess of insured
limits and are not insured in other jurisdictions. The Company believes that since these deposits may be redeemed upon demand and since
such institutions are of high rating they bear low risk.
The Company’s marketable securities
include investments in commercial and government bonds and foreign banks. The Company’s marketable securities are considered to
be highly liquid and have a high credit standing (also refer to Note 4). In addition, management considered its portfolios in foreign
banks to be well-diversified.
The Company’s trade receivables are derived from sales to customers
located primarily in the United States, Israel, Europe and Japan. An allowance for credit losses is determined based on historical collection
experience, customer creditworthiness, current and future economic condition and market condition. The expense related to credit losses
for the years ended December 31, 2018, 2019 and 2020 was $ 1,070, $ 958 and $ 1,242, respectively.
From time to time the Company enters
into foreign exchange forward contracts and option contracts intended to protect against the changes in value of forecasted non-dollar
currency cash flows related to salary and related expenses. These derivative instruments are designed to offset the Company’s non-dollar
currency exposure.
Fair value measurements
The Company accounts for certain assets
and liabilities at fair value under ASC 820, “Fair Value Measurements and Disclosures”. 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 -
|
Includes other inputs that
are directly or indirectly observable in the marketplace, other than quoted prices included in Level 1, such as quoted prices for
similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets with insufficient
volume or infrequent transactions, or other inputs that are observable (model-derived valuations in which significant inputs are
observable), or can be derived principally from or corroborated by observable market data;
|
|
|
|
|
Level 3 -
|
Unobservable inputs which
are supported by little or no market activity;
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 2:-
|
SIGNIFICANT ACCOUNTING
POLICIES (Cont.)
|
The fair value hierarchy also requires
an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company
categorized each of its fair value measurements in one of these three levels of hierarchy. Assets and liabilities measured at fair value
on a recurring basis are comprised of marketable securities, foreign currency forward contracts and contingent consideration of acquisitions
(see Note 5).
The carrying amounts reported in the
balance sheet for cash and cash equivalents, short term bank deposits, trade receivables, other accounts receivable, short-term bank
credit, trade payables and other accounts payable approximate their fair values due to the short-term maturities of such instruments.
Comprehensive income (loss)
The Company accounts for comprehensive
income (loss) in accordance with ASC 220, “Comprehensive Income.” This Statement establishes standards for the reporting
and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income (loss)
generally represents all changes in equity during the period except those resulting from investments by, or distributions to, shareholders.
The Company determined that its items of other comprehensive income (loss) relate to gain and loss on foreign currency translation adjustments,
unrealized gain and loss on derivative instruments designated as hedges and unrealized gain and loss on available-for-sale marketable
securities.
Recently adopted accounting pronouncement
On January 1, 2020, the Company adopted Accounting Standards Update
No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, using the modified
retrospective transition method. Upon adoption, the Company changed its impairment model to utilize a forward-looking current expected
credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost, including trade
receivables. For available-for-sale (“AFS”) debt securities with unrealized losses, the standard eliminates the concept of
other-than-temporary impairments and requires allowances to be recorded instead of reducing the amortized cost of the investment. This
standard limits the amount of credit losses to be recognized for AFS debt securities to the amount by which carrying value exceeds fair
value and requires the reversal of previously recognized credit losses if fair value increases. The adoption by the Company of the new
guidance did not have a material impact on its consolidated financial statements.
In January 2017, the FASB issued ASU
2017-04 (ASU 2017-04): Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates
step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting
unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying
amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal
years beginning after December 15, 2019, and early adoption is permitted. Adoption of this new guidance did not have a material impact
on the Company’s consolidated financial statements.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 3:-
|
BUSINESS COMBINATION,
SIGNIFICANT TRANSACTION AND SALE OF BUSINESS
|
|
a.
|
On May 7, 2020, the Company acquired Aptonet Inc (“Aptonet”), a U.S.-based services company, specializes in IT staffing and recruiting, for a total consideration of $ 4,663, of which $ 3,663 was paid upon closing and the remaining $ 1,000 will be paid in two installments, 6 and 12 months following the closing date. Acquisition related costs were immaterial. Unaudited pro forma condensed results of operations for the years ended December 31, 2019 and 2020 were not presented, since the acquisition was not material. The acquisition was accounted for by the purchase method.
|
The results of operations were included
in the consolidated financial statements of the Company commencing May 1, 2020.
The following table summarizes the
estimated fair values of the assets acquired and liabilities at the date of acquisition:
Net assets, excluding cash acquired
|
|
$
|
529
|
|
Intangible assets, net
|
|
|
1,556
|
|
Goodwill
|
|
|
1,785
|
|
Total assets acquired net of acquired cash
|
|
$
|
3,870
|
|
The estimated fair values of the tangible
and intangible assets are provisional and are based on information that was available as of the acquisition date to estimate the fair
value of these amounts. The Company’s management believes the information provides a reasonable basis for estimating the fair values
of these amounts, but is waiting for additional information necessary to finalize those fair values. Therefore, provisional measurements
of fair value reflected are subject to change. The Company expects to finalize the tangible and intangible assets valuation and complete
the acquisition accounting as soon as practicable but no later than the measurement period.
|
b.
|
On September 2,
2020, the Company acquired Stockell Information Systems, Inc (“Stockell”), a U.S.-based services company, specializes in IT
staffing and recruiting, for a total consideration of $ 7,714, of which $ 6,265 was paid upon closing and the remaining $ 1,449
will be paid 12 months following the closing date. Acquisition related costs were immaterial. Unaudited pro forma condensed results of
operations for the years ended December 31, 2019 and 2020 were not presented, since the acquisition was not material. The acquisition
was accounted for by the purchase method.
|
The results of operations were included
in the consolidated financial statements of the Company commencing September 1, 2020.
The following table summarizes the
estimated fair values of the assets acquired and liabilities at the date of acquisition:
Net assets, excluding cash acquired
|
|
$
|
1,051
|
|
Intangible assets, net
|
|
|
2,616
|
|
Goodwill
|
|
|
4,047
|
|
Total assets acquired net of acquired cash
|
|
$
|
7,714
|
|
The estimated fair values of the tangible
and intangible assets are provisional and are based on information that was available as of the acquisition date to estimate the fair
value of these amounts. The Company’s management believes the information provides a reasonable basis for estimating the fair values
of these amounts, but is waiting for additional information necessary to finalize those fair values. Therefore, provisional measurements
of fair value reflected are subject to change. The Company expects to finalize the tangible and intangible assets valuation and complete
the acquisition accounting as soon as practicable but no later than the measurement period.
|
c.
|
During 2020 the
Company acquired two companies which individually and in the aggregate, were not material. These entities were consolidated into the Company’s
result of operations since their respective acquisition dates. The total consideration paid for these companies was $ 11,340.
|
Net assets, excluding cash acquired
|
|
$
|
1,069
|
|
Intangible assets, net
|
|
|
4,553
|
|
Goodwill
|
|
|
5,718
|
|
Total assets acquired net of acquired cash
|
|
$
|
11,340
|
|
|
d.
|
On June 30, 2019, the Company acquired NetEffects Inc (“NetEffects”), a U.S.-based services company,
specializes in IT staffing and recruiting, for a total consideration of $ 12,500, of which $ 9,400 was paid upon closing and the
remaining $ 3,100 will be paid in three installments, on the first, second and third closing date anniversary. During 2020, an amount
of $ 1,550 was paid.
|
Acquisition related costs were immaterial.
Unaudited pro forma condensed results of operations for the years ended December 31, 2018 and 2019 were not presented, since the acquisition
was not material. The acquisition was accounted for by the purchase method.
The results of operations were included
in the consolidated financial statements of the Company commencing July 1, 2019.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 3:-
|
BUSINESS COMBINATION,
SIGNIFICANT TRANSACTION AND SALE OF BUSINESS (Cont.)
|
The following table summarizes the fair
values of the assets acquired and liabilities at the date of acquisition:
Net assets, excluding cash acquired
|
|
$
|
91
|
|
Intangible assets
|
|
|
8,716
|
|
Goodwill
|
|
|
3,526
|
|
Total assets acquired net of acquired cash
|
|
$
|
12,333
|
|
|
e.
|
On April 1st, 2019 the Company acquired PowWow Inc (“PowWow”), creator of SmartUX™, A leading Low-Code Development Platform for Mobilizing and Modernizing Enterprise Apps, for a total consideration of $8.4 million, out of which $2 million was contingent on future performance. During 2020, the Company reversed the entire contingent amount since PowWow will not be able to meet its revenue goals.
Acquisition related costs were immaterial. Unaudited pro forma condensed results of operations for the years ended December 31, 2018 and 2019 were not presented, since the acquisition was not material. The acquisition was accounted for by the purchase method.
|
The results of operations were included
in the consolidated financial statements of the Company commencing March 1, 2019.
The following table summarizes the
estimated fair values of the assets acquired and liabilities at the date of acquisition
Net assets, excluding cash acquired
|
|
$
|
(1,557
|
)
|
Intangible assets
|
|
|
2,855
|
|
Goodwill
|
|
|
7,145
|
|
Total assets acquired net of acquired cash
|
|
$
|
8,443
|
|
|
f.
|
On February 28,
2019, the Company acquired OnTarget Group Inc. (“OnTarget”), a U.S.-based services company, specializes in outsourcing of
software development services, for a total consideration of $ 12,456 of which $ 6,000 was paid upon closing and the remaining amount
constitutes a deferred payment depending on the future operating results achieved by OnTarget. Acquisition related costs were immaterial.
Unaudited pro forma condensed results of operations for the years ended December 31, 2018 and 2019 were not presented, since the acquisition
was not material. The acquisition was accounted for by the purchase method.
|
The results of operations were included
in the consolidated financial statements of the Company commencing March 1, 2019.
The following table summarizes the fair values of the assets acquired and liabilities at the date of acquisition:
Net assets, excluding cash acquired
|
|
$
|
(832
|
)
|
Intangible assets
|
|
|
4,908
|
|
Goodwill
|
|
|
8,380
|
|
Total assets acquired net of acquired cash
|
|
$
|
12,456
|
|
|
g.
|
On October 1, 2019 the Company acquired a 30% interest in its subsidiary
Infinigy Solutions LLC (“Infinigy”), a U.S.-based services company focused on expanding the development and implementation
of technical solutions which deliver design-driven turnkey solutions, combining Architecture and Engineering, or A&E design project
management and general contracting competencies, across the wireless communications industry, for a total cash consideration of approximately
$ 4,393, which was paid upon closing. Subsequent to the share purchase the Company holds 100% of Infinigy.
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 4:-
|
MARKETABLE SECURITIES
|
The Company invests in marketable
debt securities, which were classified at fair value through profit or loss and as available-for-sale securities. The following is a
summary of marketable securities:
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Fair value
through profit or loss (1)
|
|
$
|
1,238
|
|
|
$
|
1,112
|
|
Available-for-sale- Corporate bonds
|
|
|
-
|
|
|
|
5,488
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,238
|
|
|
$
|
6,600
|
|
(1)
|
The Company recognized trading gains in the amount of $ 126 during the year ended December 31, 2020.
|
The following is the change in the
other comprehensive income of available-for-sale securities
|
|
Other
comprehensive
income (loss)
|
|
|
|
|
|
Other comprehensive income from available-for-sale securities as of January 1, 2019
|
|
$
|
(94)
|
|
Unrealized losses from available-for-sale securities
|
|
|
95
|
|
Other comprehensive loss from available-for-sale securities as of December 31, 2019
|
|
$
|
1
|
|
Unrealized gain from available-for-sale securities
|
|
|
(1)
|
|
Other comprehensive income from available-for-sale securities as of December 31, 2020
|
|
$
|
-
|
|
NOTE 5:-
|
FAIR VALUE MEASUREMENTS
|
In accordance with ASC 820, the Company
measures its investment in marketable securities at fair value. Generally equity funds are classified within Level 1, this is because
these assets are valued using quoted prices in active markets. Foreign currency derivative contracts, certain corporate bonds and convertible
bonds are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.
Contingent consideration is classified
within Level 3. The Company values the Level 3 contingent consideration using discounted cash flow of the expected future payments, whose
inputs include interest rate.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 5:-
|
FAIR VALUE MEASUREMENTS
(Cont.)
|
The Company’s financial assets
and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments:
|
|
December 31, 2020
|
|
|
|
Fair value measurements using input
type
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Convertible bonds
|
|
|
-
|
|
|
|
1,238
|
|
|
|
-
|
|
|
|
1,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
$
|
-
|
|
|
$
|
1,238
|
|
|
$
|
-
|
|
|
$
|
1,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
11,206
|
|
|
$
|
11,206
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financials liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
11,206
|
|
|
$
|
11,206
|
|
|
|
December 31, 2019
|
|
|
|
Fair value measurements using input
type
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
$
|
-
|
|
|
$
|
5,488
|
|
|
$
|
-
|
|
|
$
|
5,488
|
|
Convertible bonds
|
|
|
-
|
|
|
|
1,112
|
|
|
|
-
|
|
|
|
1,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
$
|
-
|
|
|
$
|
6,600
|
|
|
$
|
-
|
|
|
$
|
6,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,964
|
|
|
$
|
5,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financials liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,964
|
|
|
$
|
5,964
|
|
Fair value measurements using significant
unobservable inputs (Level 3):
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Opening balance
|
|
$
|
5,964
|
|
|
$
|
414
|
|
Increase in contingent consideration due to acquisitions
|
|
|
2,222
|
|
|
|
5,851
|
|
Payment of contingent consideration
|
|
|
(728
|
)
|
|
|
(585
|
)
|
Increase in fair value of contingent consideration
|
|
|
3,812
|
|
|
|
255
|
|
Decrease in fair value of contingent consideration
|
|
|
(2,040
|
)
|
|
|
-
|
|
Amortization of interest and exchange rate
|
|
|
2,014
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
Closing balance
|
|
$
|
10,561
|
|
|
$
|
5,964
|
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 6:-
|
OTHER
ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
$
|
3,581
|
|
|
$
|
4,467
|
|
Government authorities
|
|
|
3,005
|
|
|
|
5,052
|
|
Related parties
|
|
|
615
|
|
|
|
183
|
|
Other
|
|
|
3,312
|
|
|
|
3,143
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,513
|
|
|
$
|
12,845
|
|
NOTE 7:-
|
PROPERTY AND EQUIPMENT,
NET
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leasehold improvements
|
|
$
|
3,611
|
|
|
$
|
1,461
|
|
Computers and peripheral equipment
|
|
|
7,021
|
|
|
|
16,640
|
|
Office furniture and equipment
|
|
|
3,627
|
|
|
|
4,287
|
|
Motor vehicles
|
|
|
1,411
|
|
|
|
1,170
|
|
Software
|
|
|
1,621
|
|
|
|
3,394
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,291
|
|
|
|
26,952
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leasehold improvements
|
|
|
753
|
|
|
|
622
|
|
Computers and peripheral equipment
|
|
|
5,886
|
|
|
|
15,702
|
|
Office furniture and equipment
|
|
|
2,340
|
|
|
|
3,288
|
|
Motor vehicles
|
|
|
866
|
|
|
|
598
|
|
Software
|
|
|
1,458
|
|
|
|
3,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,303
|
|
|
|
23,303
|
|
|
|
|
|
|
|
|
|
|
Depreciated cost
|
|
$
|
5,988
|
|
|
$
|
3,649
|
|
Depreciation expenses amounted to
$ 1,175, $ 1,261 and $ 1,335 for the years ended December 31, 2018, 2019 and 2020, respectively.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 8:-
|
INTANGIBLE ASSETS, NET
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Original amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized software costs
|
|
$
|
86,240
|
|
|
$
|
82,878
|
|
Customer relationships
|
|
|
78,750
|
|
|
|
70,032
|
|
Backlog and non-compete agreement
|
|
|
2,712
|
|
|
|
2,712
|
|
Acquired technology
|
|
|
18,052
|
|
|
|
15,867
|
|
Other
|
|
|
616
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,370
|
|
|
|
171,489
|
|
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized software costs
|
|
|
74,841
|
|
|
|
70,326
|
|
Customer relationships
|
|
|
46,621
|
|
|
|
40,550
|
|
Backlog and non-compete agreement
|
|
|
2,712
|
|
|
|
2,712
|
|
Acquired technology
|
|
|
8,720
|
|
|
|
6,773
|
|
Other
|
|
|
72
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
132,966
|
|
|
|
120,361
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
$
|
53,404
|
|
|
$
|
51,128
|
|
|
b.
|
Amortization expenses amounted to $ 11,389, $ 12,764 and $ 12,604 for the years ended December 31, 2018, 2019 and 2020, respectively.
|
|
c.
|
The estimated future amortization
expense of intangible assets as of December 31, 2020 is as follows:
|
2021
|
|
$
|
12,224
|
|
2022
|
|
|
9,866
|
|
2023
|
|
|
8,287
|
|
2024
|
|
|
6,852
|
|
2025
|
|
|
5,156
|
|
2026 and thereafter
|
|
|
11,019
|
|
|
|
|
|
|
|
|
$
|
53,404
|
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
Changes in the carrying amount of
goodwill for the years ended December 31, 2019 and 2020 according to the Company’s reportable segments are as follows (see also
Note 18):
|
|
IT
professional
services
|
|
|
Software
services
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
As of January 1, 2019
|
|
$
|
46,691
|
|
|
$
|
48,315
|
|
|
$
|
95,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business combination
|
|
|
12,691
|
|
|
|
3,382
|
|
|
|
16,073
|
|
Measurement period adjustments
|
|
|
(785
|
)
|
|
|
3,762
|
|
|
|
2,977
|
|
Foreign currency translation adjustments
|
|
|
1,749
|
|
|
|
1,938
|
|
|
|
3,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
$
|
60,346
|
|
|
$
|
57,397
|
|
|
$
|
117,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business combination
|
|
|
5,832
|
|
|
|
5,718
|
|
|
|
11,550
|
|
Measurement period adjustments
|
|
|
1,443
|
|
|
|
618
|
|
|
|
2,061
|
|
Foreign currency translation adjustments
|
|
|
1,725
|
|
|
|
2,603
|
|
|
|
4,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
$
|
69,346
|
|
|
$
|
66,336
|
|
|
$
|
135,682
|
|
The Company performed annual impairment
tests as of December 31, 2018, 2019 and 2020 and did not identify any impairment losses (see Note 2).
NOTE 10:-
|
SHORT TERM DEBT
|
|
|
|
|
Interest
|
|
|
|
|
|
Linkage
|
|
rate
|
|
December 31,
|
|
|
|
basis
|
|
%
|
|
2020
|
|
|
2019
|
|
Short-term credit from banks
|
|
USD
|
|
U.S Prime -0.2
|
|
$
|
-
|
|
|
$
|
688
|
|
Short-term credit from banks
|
|
NIS
|
|
2.5%
|
|
|
1,259
|
|
|
|
868
|
|
Current maturities of long-term
loans from financial institutions and banks
|
|
NIS
|
|
Israeli Prime + 0.2 - 3.1%
|
|
|
10,270
|
|
|
|
5,523
|
|
|
|
|
|
|
|
$
|
11,529
|
|
|
$
|
7,079
|
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 11:-
|
ACCRUED EXPENSES AND
OTHER ACCOUNTS PAYABLE
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Employees and payroll accruals
|
|
$
|
28,562
|
|
|
$
|
21,092
|
|
Accrued expenses
|
|
|
7,086
|
|
|
|
6,790
|
|
Government authorities
|
|
|
5,559
|
|
|
|
4,110
|
|
Other
|
|
|
639
|
|
|
|
627
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
41,846
|
|
|
$
|
32,619
|
|
|
|
Linkage
|
|
Interest
|
|
December 31,
|
|
|
|
basis
|
|
rate
|
|
2020
|
|
|
2019
|
|
|
|
|
|
%
|
|
|
|
|
|
|
Loans from banks
and other (1)
|
|
NIS
|
|
Israeli Prime + 0.2 – 5%
|
|
$
|
23,534
|
|
|
$
|
20,951
|
|
Other long term debt
|
|
|
|
|
|
|
88
|
|
|
|
112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23,622
|
|
|
$
|
21,063
|
|
Current maturities
|
|
NIS
|
|
|
|
|
(10,270
|
)
|
|
|
(5,523
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13,352
|
|
|
$
|
15,540
|
|
(1)
|
On November 2016, the Company obtained a loan in the amount of $ 31,356 linked to the New Israel Shekel from an Israeli financial institution. The principal amount of the loan is payable in seven equal annual installments with the final payment due on November 2, 2023 and bears a fixed interest rate of 2.60% per annum, payable in two semi-annual payments.
|
Under the terms of the loan with the
Israeli financial institution, the Company has undertaken to maintain the following financial covenants, as they will be expressed in
its consolidated financial statements, as described:
|
a.
|
Total equity attributable to Magic Software Enterprises shareholders shall not be lower than $ 100,000 at all times;
|
|
b.
|
The Company’s consolidated
cash and cash equivalent and marketable securities available for sales shall not be less than $ 10,000;
|
|
c.
|
The ratio of the Company’s
consolidated total financial debts to consolidated total assets will not exceed 50%;
|
|
d.
|
The ratio of the Company’s
total financial debts less cash, short-term deposits and short-term marketable securities to the annual EBITDA will not exceed 3.25
to 1; and
|
|
e.
|
The Company shall not create any pledge on all of its property and assets in favor of any third party without the financial institution’s consent.
|
As of December 31, 2020, the Company
was in compliance with the financial covenants.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 13:-
|
TAXES ON INCOME
|
|
1.
|
Corporate tax rate in Israel:
|
The Israeli corporate income tax rate
as of 2018 to 2020 and thereafter is 23%.
|
2.
|
Tax benefits under the
Israeli Law for the Encouragement of Capital Investments, 1959 (“the Law”):
|
Effective January 1, 2011, the Knesset
enacted the Law for Economic Policy for 2011 and 2012 (Amended Legislation), and among other things, amended the Law, (“the Amendment”).
According to the Amendment, a flat corporate tax rate of 16% was established for exporting industrial enterprises (over 25%). The reduced
tax rate will not be program dependent and will apply to the “Preferred Enterprise’s” (as such term is defined in the
Investment Law) entire “preferred income”.
The Amendment also prescribes that any
dividends distributed to individuals or foreign residents from the preferred enterprise’s earnings as above will be subject to
tax at a rate of 20%.
One of its Israeli subsidiaries have
elected to apply the new incentives regime under the Amendment to their industrial activity in Israel, subject to meeting its requirements,
starting in 2011.
New Amendment- Preferred Technology Enterprise
In December 2016, the Israeli Knesset
passed Amendment 73 to the Investment Law which included a number of changes to the Investments Law regimes. Certain changes were scheduled
to come into effect beginning January 1, 2017, provided that regulations are promulgated by the Finance Ministry to implement the “Nexus
Principles” based on OECD guidelines which were published as part of the Base Erosion and Profit Shifting (BEPS) project. The regulations
were approved on May 1, 2017 and accordingly, these changes have come into effect. Applicable benefits under the new regime include:
Introduction of a benefit regime for
“Preferred Technology Enterprises” granting a 12% tax rate in central Israel – on income deriving from Intellectual
Property, subject to a number of conditions being fulfilled, including a minimal amount or ratio of annual R&D expenditure and R&D
employees, as well as having at least 25% of annual income derived from exports. A Preferred Technology Enterprise (“PTE”)
is defined as an enterprise which meets the aforementioned conditions and for which total consolidated revenues of its parent company
and all subsidiaries are less than NIS 10 billion.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 13:-
|
TAXES ON INCOME (Cont.)
|
A 12% capital gains tax rate on the sale
of a preferred intangible asset to a foreign affiliated enterprise, provided that the asset was initially purchased from a foreign resident
at an amount of NIS 200 million or more.
A withholding tax rate of 20% for dividends
paid from PTE income (with an exemption from such withholding tax applying to dividends paid to an Israeli company). Such rate may be
reduced to 4% on dividends paid to a foreign resident company, subject to certain conditions regarding percentage of foreign ownership
of the distributing entity.
In the years 2018, 2019 and 2020, part
of the Company’s taxable income in Israel was entitled to a preferred 12% tax rate in the preferred technological enterprise track
under Amendment 73 to the Investment Law.
In 2015, the Company
transitioned to the preferred enterprise track entitling it to a preferred 16% tax rate under Amendment 73 to the Investment Law.
The Company has received final tax assessments
through the year 2016. The Company subsidiaries have received final tax assessments (or assessments that are deemed final) through the
tax year 2014.
Tax benefits under
the Law for the Encouragement of Industry (Taxes), 1969:
The Company qualifies as an Industrial
Company within the meaning of the Law for the Encouragement of Industry (Taxes), 1969 (the “Industrial Encouragement Law”).
The Industrial Encouragement Law defines an “Industrial Company” as a company that is resident in Israel and that derives
at least 90% of its income in any tax year, other than income from defense loans, capital gains, interest and dividends, from an enterprise
whose major activity in a given tax year is industrial production. Under the Industrial Encouragement Law, the Company is entitled to
amortization of the cost of purchased know-how and patents over an eight-year period for tax purposes as well as accelerated depreciation
rates on equipment and buildings.
Eligibility for the benefits under the
Industrial Encouragement Law is not subject to receipt of prior approval from any governmental authority.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 13:-
|
TAXES ON INCOME (Cont.)
|
|
5.
|
Foreign Exchange Regulations:
|
Under the Foreign Exchange Regulations,
the Company and one of its Israeli subsidiaries calculate their tax liability in U.S. dollars according to certain orders. The tax liability,
as calculated in U.S. dollars is translated into NIS according to the exchange rate as of December 31 of each year.
|
b.
|
Non-Israeli subsidiaries:
|
Non-Israeli subsidiaries are taxed according
to the tax laws in their respective domiciles of residence. If earnings are distributed to Israel in the form of dividends or otherwise,
the Company may be subject to additional Israeli income taxes (subject to an adjustment for foreign tax credits) and foreign withholding
tax rates.
Neither Israeli income taxes, foreign
withholding taxes nor deferred income taxes were provided in relation to undistributed earnings of the non-Israeli subsidiaries. This
is because the Company intends to permanently reinvest undistributed earnings in the foreign subsidiaries in which those earnings arose.
If these earnings were distributed in the form of dividends or otherwise, the Company would be subject to additional Israeli income taxes
(subject to an adjustment for foreign tax credits) and non-Israeli withholding taxes.
The amount of the Company’s cash
and cash equivalents that are currently held outside of Israel that would be subject to income taxes if distributed as dividends is $
14,165. However, a determination of the amount of the unrecognized deferred tax liability for temporary difference related to those undistributed
earnings of foreign subsidiaries is not practicable due to the complexity of the structure of our group of subsidiaries for tax purposes
and the difficulty of projecting the amount of future tax liability.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 13:-
|
TAXES ON INCOME (Cont.)
|
|
c.
|
Net operating loss carryforwards:
|
As of December 31, 2020, three Israeli
subsidiaries of the Company had operating loss carryforwards of $ 12,280 (mainly F.T.S Formula Telecom Solutions, Ltd. which accounts
for $ 10,523), which can be carried forward to offset against taxable income in the future for an indefinite period.
One of the Company’s subsidiaries
in England had estimated total available tax loss carryforwards of $ 4,072 as of December 31, 2020, which can be carried forward
to offset against future taxable income.
One of the Company’s subsidiaries
in U.S. had estimated total available tax loss carryforwards of $ 7,122 as of December 31, 2020, which can be carried forward to
offset against future taxable income.
|
d.
|
Income before taxes on
income:
|
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
$
|
25,423
|
|
|
$
|
17,806
|
|
|
$
|
25,839
|
|
Foreign
|
|
|
11,980
|
|
|
|
14,666
|
|
|
|
6,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37,403
|
|
|
$
|
32,472
|
|
|
$
|
31,847
|
|
Taxes on income (tax benefit) consist
of the following:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Current:
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
$
|
7,867
|
|
|
$
|
7,266
|
|
|
$
|
5,186
|
|
Foreign
|
|
|
1,069
|
|
|
|
1,636
|
|
|
|
1,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,936
|
|
|
|
8,902
|
|
|
|
6,545
|
|
Deferred taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
|
|
(1,687
|
)
|
|
|
(1,001
|
)
|
|
|
81
|
|
Foreign
|
|
|
37
|
|
|
|
(1,027
|
)
|
|
|
445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,650
|
)
|
|
|
(2,028
|
)
|
|
|
526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on income
|
|
$
|
7,286
|
|
|
$
|
6,874
|
|
|
$
|
7,071
|
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 13:-
|
TAXES ON INCOME (Cont.)
|
|
f.
|
Deferred tax assets and
liabilities:
|
Deferred 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 and its subsidiaries deferred tax assets are as follows:
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
5,557
|
|
|
$
|
4,529
|
|
Allowances, reserves and intangible assets
|
|
|
6,228
|
|
|
|
1,584
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets before valuation allowance
|
|
|
11,785
|
|
|
|
6,113
|
|
Less - valuation allowance
|
|
|
(5,388
|
)
|
|
|
(3,925
|
)
|
|
|
|
|
|
|
|
|
|
Deferred tax assets, net
|
|
$
|
6,397
|
|
|
$
|
2,188
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Long-term deferred tax assets
|
|
$
|
6,397
|
|
|
$
|
2,188
|
|
Long-term deferred tax liabilities
|
|
|
(17,639
|
)
|
|
|
(11,069
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities
|
|
$
|
(11,242
|
)
|
|
$
|
(8,881
|
)
|
Deferred tax liabilities are mainly in
respect of certain property and equipment, acquired intangible assets and capitalized software costs.
The Company has provided valuation allowances
in respect of certain deferred tax assets resulting from operating losses carry forwards and other reserves and allowances due to uncertainty
concerning realization of these deferred tax assets.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 13:-
|
TAXES ON INCOME (Cont.)
|
|
g.
|
Reconciliation of the theoretical
tax expense to the actual tax expense:
|
A reconciliation between the theoretical
tax expense, assuming all income is taxed at the statutory tax rate applicable to income for an Israeli company (corporate tax rate as
of 2018 and thereafter is 23%), and the actual tax expense as reported in the statements of income is as follows:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes, as reported
in the consolidated statements of income
|
|
$
|
37,403
|
|
|
$
|
32,472
|
|
|
$
|
31,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory tax rate
|
|
|
23
|
%
|
|
|
23
|
%
|
|
|
23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theoretical tax expenses on the above amount at the Israeli statutory
tax rate
|
|
$
|
8,603
|
|
|
$
|
7,468
|
|
|
$
|
7,325
|
|
Tax adjustment in respect of different tax rates
|
|
|
(1,169
|
)
|
|
|
465
|
|
|
|
(826
|
)
|
Deferred taxes on losses for which full valuation allowance was
provided in the past
|
|
|
(326
|
)
|
|
|
(227
|
)
|
|
|
(11
|
)
|
Tax-deductible costs, not included in the accounting costs
|
|
|
(679
|
)
|
|
|
-
|
|
|
|
-
|
|
Tax expenses in respect of prior years, net
|
|
|
(71
|
)
|
|
|
(37
|
)
|
|
|
(22
|
)
|
Non-deductible expenses
|
|
|
1,398
|
|
|
|
-
|
|
|
|
45
|
|
Uncertain tax position and other differences
|
|
|
(470
|
)
|
|
|
(795
|
)
|
|
|
560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
|
|
$
|
7,286
|
|
|
$
|
6,874
|
|
|
$
|
7,071
|
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 13:-
|
TAXES ON INCOME (Cont.)
|
|
h.
|
The Company applies ASC 740, “Income Taxes” with regards to tax uncertainties. During the years ended December 31, 2018, and 2020 the Company recorded expenses of $ 1,050 and recorded income of $ 1,103 as a result of this application.
|
A reconciliation of the beginning and
ending balances of the total amounts of gross unrecognized tax benefits is as follows:
Gross unrecognized tax benefits at January 1, 2018
|
|
$
|
1,125
|
|
|
|
|
|
|
Increase in tax positions taken in prior years
|
|
|
1,050
|
|
|
|
|
|
|
Decrease in tax positions taken in prior years
|
|
|
-
|
|
|
|
|
|
|
Gross unrecognized tax benefits at December 31, 2018
|
|
|
2,175
|
|
|
|
|
|
|
Increase in tax positions taken in prior years
|
|
|
-
|
|
|
|
|
|
|
Decrease in tax positions taken in prior years
|
|
|
-
|
|
|
|
|
|
|
Gross unrecognized tax benefits at December 31, 2019
|
|
|
2,175
|
|
|
|
|
|
|
Increase in tax positions taken in prior years
|
|
|
-
|
|
|
|
|
|
|
Decrease in tax positions taken in prior years
|
|
|
(1,103
|
)
|
|
|
|
|
|
Gross unrecognized tax benefits at December 31, 2020
|
|
$
|
1,072
|
|
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 net
income in the period in which such determination is made.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
|
a.
|
The Ordinary shares of
the Company are listed on the NASDAQ Global Select Market in the United States and are traded on the Tel-Aviv Stock Exchange in Israel.
|
Under the Company’s 2007 Stock
Option Plan, as amended (“the 2007 Plan”), options may be granted to employees, officers, directors and consultants of the
Company and its subsidiaries. Pursuant to the original 2007 Stock Option Plan, the Company reserved 1,500,000 Ordinary shares for issuance.
In 2012, the Company increased the number of Ordinary shares reserved for issuance under the 2007 Plan by additional 1,000,000 Ordinary
shares.
On December 31, 2015 the Company’s
Board of Directors increased the amount of Ordinary shares reserved for issuance under the 2007 Plan by additional 250,000 Ordinary shares
and extended the 2007 Plan by 10 years whereas it will expire on August 1, 2027. As of December 31, 2020, an aggregate of 932,500 Ordinary
shares of the Company are available for future grants under the 2007 Plan. Each option granted under the 2007 Plan is exercisable for
a period of ten years from the date of the grant of the option.
The exercise price for each option is
determined by the Board of Directors and set forth in the Company’s award agreement. Unless determined otherwise by the Board of
Directors, the option exercise price shall be equal to or higher than the share market price at the grant date. The options generally
vest over 3-4 years. Any option that is forfeited or canceled before expiration becomes available for future grants under the 2007 Plan.
A summary of employee option activity
under the 2007 Plan as of December 31, 2020 and changes during the year ended December 31, 2020 are as follows:
|
|
Number
of options
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted
average
remaining
contractual
term
(in years)
|
|
|
Aggregate
intrinsic
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 1, 2020
|
|
|
119,767
|
|
|
$
|
2.58
|
|
|
|
1.37
|
|
|
$
|
1,171
|
|
Granted
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(95,517
|
)
|
|
|
2.28
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2020
|
|
|
24,250
|
|
|
$
|
3.45
|
|
|
|
1.24
|
|
|
$
|
380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2020
|
|
|
24,250
|
|
|
$
|
3.45
|
|
|
|
1.24
|
|
|
$
|
380
|
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
The aggregate intrinsic value in the
table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised
their options on December 31, 2020. This amount is changed based on the market value of the Company’s Ordinary shares. Total
intrinsic value of options exercised during the years ended December 31, 2018, 2019 and 2020 was $617, $537 and $765, respectively.
As of December 31, 2020, there was no unrecognized compensation costs related to non-vested share-based compensation arrangements granted
under the Plans.
The options outstanding as of December
31, 2020, have been separated into ranges of exercise price categories, as follows:
Exercise price
|
|
Options
outstanding
|
|
|
Weighted
average
remaining
contractual
life
(years)
|
|
|
Weighted
average
exercise
price
|
|
|
Options
exercisable
|
|
|
Weighted
average
exercise
price of
exercisable
options
|
|
In $
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.01-3
|
|
|
18,000
|
|
|
|
0.77
|
|
|
$
|
2.94
|
|
|
|
18,000
|
|
|
$
|
2.94
|
|
4.01-5
|
|
|
6,250
|
|
|
|
2.60
|
|
|
$
|
4.94
|
|
|
|
6,250
|
|
|
$
|
4.94
|
|
|
|
|
24,250
|
|
|
|
1.24
|
|
|
$
|
3.45
|
|
|
|
24,250
|
|
|
$
|
3.45
|
|
|
c.
|
Accumulated other comprehensive
income (loss):
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated realized and unrealized gain (loss)
on available-for-sale securities, net
|
|
$
|
-
|
|
|
$
|
1
|
|
|
$
|
(94
|
)
|
Accumulated foreign currency translation adjustments
|
|
|
7,809
|
|
|
|
(351
|
)
|
|
|
(6,057
|
)
|
Accumulated unrealized gain on derivative
instruments, net
|
|
|
26
|
|
|
|
26
|
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss)
|
|
$
|
7,835
|
|
|
$
|
(324
|
)
|
|
$
|
(6,125
|
)
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
|
d.
|
Dividend distribution policy
|
On August 9, 2017, the Company’s
Board of Directors decided to amend the dividend distribution policy announced in 2012. According to the Company’s amended policy,
each year the Company will distribute a dividend of up to 75% of its annual distributable profits. The Company’s Board of Directors
may at its discretion and at any time, change, whether as a result of a one-time decision or a change in policy, the rate of dividend
distributions and/or decide not to distribute a dividend, all at its discretion.
On February 22, 2017, the Company declared
a dividend distribution of $ 0.085 per share ($ 3,775 in the aggregate) which was paid on April 5, 2017. On August 13, 2017, the
Company declared a dividend distribution of $ 0.13 per share ($ 5,779 in the aggregate) which was paid on September 13, 2017. On
February 28, 2018, the Company declared a dividend distribution of $ 0.13 per share ($ 5,785 in the aggregate) which was paid on March
26, 2018. On August 8, 2018, the Company declared a dividend distribution of $ 0.155 per share ($ 7,563 in the aggregate) which was paid
on September 5, 2018. On March 4, 2019, the Company declared a dividend distribution of $ 0.15 per share ($ 7,335 in the aggregate)
which was paid on March 25, 2019. On August 13, 2019, the Company declared a dividend distribution of $ 0.156 per share ($ 7,628 in the
aggregate) which was paid on September 12, 2019. On May 26, 2020, the Company declared a dividend distribution of $ 0.08 per share
($ 3,918 in the aggregate) which was paid on June 25, 2020. On August 13, 2020, the Company declared a dividend distribution of $ 0.175
per share ($ 8,585 in the aggregate) which was paid on September 10, 2020.
NOTE 15:-
|
RELATED PARTIES TRANSACTIONS
|
Agreements with controlling shareholder
and its affiliates:
The Company has in effect agreements
with affiliated companies pursuant to which the Company has rendered services amounting to approximately $ 2,535, $ 4,300 and $ 3,000,
in aggregate for the years ended December 31, 2018, 2019 and 2020, respectively and acquired services amounting to approximately $ 309,
$ 224 and $ 788 for the years ended December 31, 2018, 2019 and 2020, respectively.
As of December 31, 2019 and 2020,
the Company had trade and other receivables balances due to its related parties in amount of approximately $ 648 and $ 763, respectively.
In addition, as of December 31, 2019 and 2020, the Company had trade payables balances due from its related parties in amount of approximately
$ 31 and $ 130, respectively.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 16:-
|
COMMITMENTS AND CONTINGENCIES
|
|
a.
|
Guarantees and Collaterals:
|
As of December 31, 2020, the Company
has provided performance bank guarantees in the amount of $1,650 as security for the performance of various contracts with customers.
As of December 31, 2020, the Company has restricted bank deposits of $ 477 in favor of the issuing banks.
|
b.
|
From time to time, the
Company and/or its subsidiaries are subject to legal, administrative and regulatory proceedings, claims, demands and investigations
in the ordinary course of business, including claims with respect to intellectual property, contracts, employment and other matters.
The Company accrues a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably
estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is
reasonably estimable. These accruals are reviewed and adjusted to reflect the impact of negotiations, settlements, rulings, advice
of legal counsel and other information and events pertaining to a particular matter.
|
Lawsuits have been brought against the
Company in the ordinary course of business. The Company intends to defend itself vigorously against those lawsuits.
In September 2016, an Israeli software
company, that was previously involved in an arbitration proceeding with us in 2015 and won damages from us of $2.4 million, filed a lawsuit
seeking damages of NIS 34,106 against the Company and one its subsidiaries. This lawsuit was filed as part of an arbitration proceeding.
In the lawsuit, the software company claimed that warning letters that the Company sent to its clients in Israel and abroad, warning
those clients against the possibility that the conversion procedure offered by the software company may amount to an infringement of
the Company’s copyrights (the “Warning Letters”), as well as other alleged actions, have caused the software company
damages resulting from loss of potential business. The lawsuit is based on rulings given in the 2015 arbitration proceeding in which
it was allegedly ruled that the Warning Letters constituted a breach of a non-disclosure agreement (NDA) signed between the parties.
The Company rejected the claims by the
Israeli software company and moved to dismiss the lawsuit entirely. At this point, all the relevant motions have been filed and all witnesses
deposed including legal summaries. The Company is unable to make a reasonably reliable estimate of its chances of successfully defending
this lawsuit.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 17:-
|
NET EARNINGS PER SHARE
|
The following table sets
forth the computation of basic and diluted net earnings per share:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Magic shareholders
|
|
$
|
25,186
|
|
|
$
|
20,266
|
|
|
$
|
19,883
|
|
Accretion of redeemable non-controlling interests
|
|
$
|
(1,317
|
)
|
|
$
|
(7,471
|
)
|
|
$
|
(1,726
|
)
|
Net income attributable to Magic shareholders
after accretion of redeemable non-controlling interests
|
|
$
|
23,869
|
|
|
$
|
12,795
|
|
|
$
|
18,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Ordinary shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic net earnings per share
|
|
|
49,028,975
|
|
|
|
48,896,163
|
|
|
|
46,665,042
|
|
Effect of dilutive securities
|
|
|
18,682
|
|
|
|
97,920
|
|
|
|
131,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted net earnings per share
|
|
|
49,047,657
|
|
|
|
48,994,083
|
|
|
|
46,796,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted earnings per share
|
|
$
|
0.49
|
|
|
$
|
0.26
|
|
|
$
|
0.39
|
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 18:-
|
SEGMENT GEOGRAPHICAL
INFORMATION AND MAJOR CUSTOMERS
|
|
a.
|
The Company reports its results on the basis of two reportable business segments: software services (which include proprietary and none proprietary software technology) and IT professional services.
|
The Company evaluates segment performance
based on revenues and operating income of each segment. The accounting policies of the operating segments are the same as those described
in the summary of significant accounting policies. This data is presented in accordance with ASC 280, “Segment Reporting.”
Headquarters’ general and administrative
costs have not been allocated between the different segments.
Software services
The Company develops markets, sells and
supports a proprietary and none proprietary application platform, software applications, business and process integration solutions and
related services.
IT professional services
The Company offers advanced and flexible
IT services in the areas of infrastructure design and delivery, application development, technology planning and implementation services,
communications services and solutions, as well as supplemental outsourcing services.
There are no significant transactions
between the two segments.
|
b.
|
The following is information
about reported segment results of operation:
|
|
|
Software
services
|
|
|
IT
professional
services
|
|
|
Unallocated
expense
|
|
|
Total
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
81,332
|
|
|
$
|
203,043
|
|
|
$
|
-
|
|
|
$
|
284,375
|
|
Expenses
|
|
|
63,902
|
|
|
|
183,985
|
|
|
|
4,790
|
|
|
|
252,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income (loss)
|
|
$
|
17,430
|
|
|
$
|
19,058
|
|
|
$
|
(4,790
|
)
|
|
$
|
31,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
8,727
|
|
|
$
|
3,611
|
|
|
$
|
226
|
|
|
$
|
12,564
|
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 18:-
|
SEGMENT GEOGRAPHICAL
INFORMATION AND MAJOR CUSTOMERS (Cont.)
|
|
|
Software
services
|
|
|
IT
professional
services
|
|
|
Unallocated
expense
|
|
|
Total
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
86,140
|
|
|
$
|
239,490
|
|
|
$
|
-
|
|
|
$
|
325,630
|
|
Expenses
|
|
|
71,825
|
|
|
|
216,842
|
|
|
|
3,311
|
|
|
|
291,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income (loss)
|
|
$
|
14,315
|
|
|
$
|
22,648
|
|
|
$
|
(3,311
|
)
|
|
$
|
33,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
8,799
|
|
|
$
|
5,059
|
|
|
$
|
167
|
|
|
$
|
14,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
86,025
|
|
|
$
|
285,169
|
|
|
$
|
-
|
|
|
$
|
371,194
|
|
Expenses
|
|
|
64,498
|
|
|
|
258,907
|
|
|
|
7,201
|
|
|
|
330,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income (loss)
|
|
$
|
21,527
|
|
|
$
|
26,262
|
|
|
$
|
(7,201
|
)
|
|
$
|
40,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
10,329
|
|
|
$
|
3,347
|
|
|
$
|
263
|
|
|
$
|
13,939
|
|
|
c.
|
The Company’s business
is divided into the following geographic areas: United States, Israel, Europe, Japan and other regions. Total revenues are attributed
to geographic areas based on the location of the customers.
|
The following table presents total revenues
classified according to geographical destination for the years ended December 31, 2018, 2019 and 2020:
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
177,882
|
|
|
$
|
158,095
|
|
|
$
|
137,066
|
|
Israel
|
|
|
149,094
|
|
|
|
124,523
|
|
|
|
103,850
|
|
Europe
|
|
|
26,947
|
|
|
|
25,788
|
|
|
|
28,257
|
|
Japan
|
|
|
12,643
|
|
|
|
12,499
|
|
|
|
9,797
|
|
Other
|
|
|
4,628
|
|
|
|
4,725
|
|
|
|
5,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
371,194
|
|
|
$
|
325,630
|
|
|
$
|
284,375
|
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 18:-
|
SEGMENT GEOGRAPHICAL
INFORMATION AND MAJOR CUSTOMERS (Cont.)
|
|
d.
|
The Company’s long-lived
assets are located as follows:
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Israel
|
|
$
|
130,326
|
|
|
$
|
108,608
|
|
United States
|
|
|
74,637
|
|
|
|
68,989
|
|
Japan
|
|
|
6,404
|
|
|
|
6,406
|
|
Other
|
|
|
3,013
|
|
|
|
3,248
|
|
Europe
|
|
|
5,191
|
|
|
|
3,103
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
219,571
|
|
|
$
|
190,354
|
|
|
e.
|
The Company does not allocate
its assets to its reportable segments; accordingly, asset information by reportable segments is not presented.
|
|
f.
|
In 2018, 2019 and 2020, the Company had one major customer, included in the IT professional services segment, which accounted for 13%, 9% and 10% of the group revenues, respectively.
|
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 19:-
|
REVENUE RECOGNITION
|
The following table includes estimated
revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially unsatisfied
at the end of the reporting period and are part of a contract that has an original expected duration of more than one year:
|
|
2021
|
|
|
2022
|
|
|
2023
and
thereafter
|
|
Software license and related revenues and consulting services
|
|
$
|
7,459
|
|
|
$
|
2,189
|
|
|
$
|
3,045
|
|
Contract balances:
The following table provides information
about trade receivables, contract assets (unbilled receivables) and contract liabilities (deferred revenues) from contracts with customers
(in thousands):
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Trade receivables (net of allowance)
|
|
$
|
111,059
|
|
|
$
|
96,694
|
|
Deferred revenues
|
|
$
|
8,793
|
|
|
$
|
8,724
|
|
Trade receivable are recorded when
the right to consideration becomes unconditional, and an invoice is issued to the customer.
Billing terms and conditions generally
vary by contract type. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals
(e.g., monthly or quarterly) or upon achievement of contractual milestones.
Deferred revenues represent contract
liabilities, and include unearned amounts received under contracts with customers and not yet recognized as revenues.
During the year ended December 31,
2020, the Company recognized $8,724 that was included in deferred revenues (short-term contract liability) balance at January 1, 2020.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
NOTE 20:-
|
SELECTED STATEMENTS
OF INCOME DATA
|
|
a.
|
Research and development
costs, net:
|
|
|
Year ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Total costs
|
|
$
|
12,091
|
|
|
$
|
12,382
|
|
|
$
|
9,362
|
|
Less - capitalized software costs
|
|
|
(3,302
|
)
|
|
|
(4,143
|
)
|
|
|
(3,666
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development, net
|
|
$
|
8,789
|
|
|
$
|
8,239
|
|
|
$
|
5,696
|
|
|
b.
|
Financial income (expenses),
net:
|
Bank charges and interest from loans offset by interest
from short term deposits
|
|
$
|
(614
|
)
|
|
$
|
(374
|
)
|
|
$
|
(986
|
)
|
Interest income from marketable securities, net of amortization
of premium on marketable securities
|
|
|
100
|
|
|
|
212
|
|
|
|
284
|
|
Gain (loss) arising from foreign currency
translation and other
|
|
|
(403
|
)
|
|
|
(1,007
|
)
|
|
|
855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income (expenses), net
|
|
$
|
(917
|
)
|
|
$
|
(1,169
|
)
|
|
$
|
153
|
|
The Company leases substantially all
of its office space and vehicles under operating leases. The Company’s leases have original lease periods expiring between 2020
and 2028. Some leases include an option to renew. The Company does not assume renewals in its determination of the lease term unless
the renewals are deemed to be reasonably certain at lease commencement. Lease payments included in the measurement of the lease liability
comprise the following: the fixed non-cancellable lease payments, payments for optional renewal periods where it is reasonably certain
the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be
terminated early.
In July 2020, the Company entered
into a lease agreement for new corporate offices for the company in Or Yehuda, Israel. The lease expires in June 2033, with an option
by the Company to extend for an additional 10-years term. The Company deemed this option as reasonably certain to be renewed.
The Company has several leased offices
in the United States, with expiry dates varying between 2021 and 2024, with renewal options varying between 2021 and 2030.
Under Topic 842, all leases with durations
greater than 12 months, including non-cancellable operating leases, are now recognized on the balance sheet. The aggregated present value
of lease agreements is recorded as a long-term asset titled ROU asset.
MAGIC SOFTWARE ENTERPRISES LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
U.S. dollars in thousands
The corresponding lease liabilities
are classified between operating lease liabilities which are current and long-term.
The components of operating lease
costs were as follows: Basic rent expenses, management fees, parking expenses and maintenance costs.
The following is a summary of weighted
average remaining lease terms and discount rates for all of the Company’s operating leases:
|
|
December 31,
|
|
|
|
2020
|
|
Weighted average remaining lease term (years)
|
|
|
5.06
|
|
Weighted average discount rate
|
|
|
2.45
|
%
|
Cash paid for amounts included in
the measurement of operating lease liabilities was $5,132 (included in cash flows from operating activities).
Maturities of lease liabilities are
as follows:
2021
|
|
$
|
4,642
|
|
2022
|
|
|
3,449
|
|
2023
|
|
|
2,520
|
|
2024
|
|
|
2,076
|
|
2025
|
|
|
1,744
|
|
2026 and thereafter
|
|
|
13,764
|
|
Total undiscounted cash flows
|
|
$
|
28,195
|
|
Less imputed interest
|
|
|
(3,686
|
)
|
Present value of lease liabilities
|
|
$
|
24,509
|
|
NOTE 22:-
|
SUBSEQUENT EVENTS
|
On March 8, 2021, the Company declared
a dividend distribution of $ 0.21 per share ($ 10.2 million in the aggregate) which was paid on April 7, 2021. The dividend distribution
relates to the Company’s earnings in the second half of 2020.
MAGIC SOFTWARE ENTERPRISES LTD.
APPENDIX
TO CONSOLIDATED FINANCIAL STATEMENTS
|