Company Quick10K Filing
Caesarstone
20-F 2019-12-31 Filed 2020-03-23
20-F 2018-12-31 Filed 2019-03-14
20-F 2017-12-31 Filed 2018-03-12
20-F 2016-12-31 Filed 2017-03-13
20-F 2015-12-31 Filed 2016-03-07
20-F 2014-12-31 Filed 2015-03-12
20-F 2013-12-31 Filed 2014-05-13
20-F 2012-12-31 Filed 2013-03-25

CSTE 20F Annual Report

Item 17 ☐ Item 18 ☐
Item 4: Information on The Company
Item 4A: Unresolved Staff Comments
Item 5: Operating and Financial Review and Prospects
Item 6: Directors, Senior Management and Employees
Item 7: Major Shareholders and Related Party Transactions
Item 8: Financial Information
Item 9: The Offer and Listing
Item 10: Additional Information
Item 11: Quantitative and Qualitative Disclosures About Market Risk
Item 12: Description of Securities Other Than Equity Securities
Part II
Item 13: Defaults, Dividend Arrearages and Delinquencies
Item 14: Material Modifications To The Rights of Security Holders and Use of Proceeds
Item 15: Controls and Procedures
Item 16: Reserved
Item 16A: Audit Committee Financial Expert
Item 16B: Code of Ethics
Item 16C: Principal Accountant Fees and Services
Item 16D: Exemptions From The Listing Standards for Audit Committees
Item 16E: Purchases of Equity Securities By The Company and Affiliated Purchasers
Item 16F: Change in Registrant's Certifying Accountant
Item 16G: Corporate Governance
Item 16H: Mine Safety Disclosures
Part III
Item 17: Financial Statements
Item 18: Financial Statements
Item 19: Exhibits
Note 1:- General
Note 2:- Significant Accounting Policies
Note 3:- Other Accounts Receivable and Prepaid Expenses
Note 4:- Inventories
Note 5:- Property, Plant and Equipment, Net
Note 6:- Goodwill
Note 7:- Short-Term Bank Credit
Note 8:- Accrued Expenses and Other Liabilities
Note 9:- Leases
Note 10:- Commitments and Contingent Liabilities
Note 11:- Taxes on Income
Note 12:- Shareholders' Equity
Note 13:- Transactions with Related Parties and Other Loan
Note 14:- Major Customer and Geographic Information
Note 15:- Selected Supplementary Statements of Income Data
Note 16:- Subsequent Events
EX-1.1 exhibit_1-1.htm
EX-2.1 exhibit_2-1.htm
EX-4.3 exhibit_4-3.htm
EX-4.16 exhibit_4-16.htm
EX-4.21 exhibit_4-21.htm
EX-12.1 exhibit_12-1.htm
EX-12.2 exhibit_12-2.htm
EX-13.1 exhibit_13-1.htm
EX-15.1 exhibit_15-1.htm
EX-15.2 exhibit_15-2.htm

Caesarstone Earnings 2019-12-31

Balance SheetIncome StatementCash Flow

20-F 1 zk2024177.htm 20-F

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

Form 20-F

 

(Mark One)

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report.

Commission File Number 001-35464


 


CAESARSTONE LTD.
(Exact Name of Registrant as specified in its charter)


ISRAEL
(Jurisdiction of incorporation or organization)


Kibbutz Sdot-Yam
MP Menashe, 3780400
Israel
(Address of principal executive offices)


Yuval Dagim
Chief Executive Officer
Caesarstone Ltd.
MP Menashe, 3780400
Israel
Telephone: +972 (4) 636-4555
Facsimile: +972 (4) 636-4400
(Name, telephone, email and/or facsimile number and address of company contact person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Securities Act of 1933:

 

 

Title of each class

Trading Symbol 

 

Name of each exchange on which registered

 

Ordinary Shares, par value NIS 0.04 per share

CSTE

 

The Nasdaq Stock Market LLC

 

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 December 31, 2019: 34,397,776 ordinary shares, NIS 0.04 par value per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

 

Yes ☐ No ☒

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:

 

Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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:

 

Yes ☒ No ☐

 

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):

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

 

 

 

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

 

 

Emerging growth company ☐

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

 

 

U.S. GAAP ☒

International Financial Reporting Standards as issued 
by the International Accounting Standards Board ☐

Other ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

 

Item 17 ☐ Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

 

Yes ☐ No ☒

 

 
 

PRELIMINARY NOTES

 

Introduction 

 

As used herein, and unless the context suggests otherwise, the terms “Caesarstone,” “Company,” “we,” “us” or “ours” refer to Caesarstone Ltd. and its consolidated subsidiaries. In this document, references to “NIS” or “shekels” are to New Israeli Shekels, and references to “dollars,” “USD” or “$” refer to U.S. dollars.

 

Our reporting currency is the United States (“U.S.”) dollar. The functional currency of each of our non-U.S. subsidiaries is the local currency in which it operates. These subsidiaries’ financial statements are translated into the U.S. dollar, the parent company’s functional currency, using the current rate method.

 

Other financial data appearing in this annual report that is not included in our consolidated financial statements and that relate to transactions that occurred prior to December 31, 2019 are reflected using the exchange rate on the relevant transaction date. With respect to all future transactions, U.S. dollar translations of NIS amounts presented in this annual report are translated at the rate of $1.00 = NIS 3.456, the representative exchange rate published by the Bank of Israel as of December 31, 2019.

 

Market and Industry Data and Forecasts

 

This annual report includes data, forecasts and information obtained from industry publications and surveys and other information available to us. Some data is also based on our good faith estimates, which are derived from management’s knowledge of the industry and independent sources. Forecasts and other metrics included in this annual report to describe the countertop industry are inherently uncertain and speculative in nature and actual results for any period may materially differ. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying assumptions relied upon therein. While we are not aware of any misstatements regarding the industry data presented herein, estimates and forecasts involve uncertainties and risks and are subject to change based on various factors, including those discussed under the headings “—Forward-Looking Statements” and “ITEM 3: Key Information—Risk Factors” in this annual report.

 

Unless otherwise noted in this annual report, Freedonia Custom Research, Inc. (“Freedonia”) is the source for third-party industry data and forecasts. The Freedonia report, dated July 2019 (“Freedonia Report”), represents data, research opinion or viewpoints developed independently by Freedonia and does not constitute a specific guide to action. In preparing the report, Freedonia used various sources, including publicly available third-party financial statements; government statistical reports; press releases; industry magazines; and interviews with manufacturers of related products (including us), manufacturers of competitive products, distributors of related products, and government and trade associations. Growth rates in the Freedonia Report are based on many variables, such as currency exchange rates, raw material costs and pricing of competitive products, and such variables are subject to wide fluctuations over time. The Freedonia Report speaks as of its final publication date (and not as of the date of this filing), and the opinions and forecasts expressed in the Freedonia Report are subject to change by Freedonia without notice. Management believes this third-party report to be reputable, but has not independently verified the underlying data sources, methodologies, or assumptions. The report and other publications referenced are generally available to the public and were not commissioned by the Company.

 

 ii
 

Special Note Regarding Forward-Looking Statements

 

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions that convey uncertainty of future events or outcomes and the negatives of those terms. These statements may be found in several sections of this annual report, including, but not limited to “ITEM 3: Key Information—Risk Factors,” “ITEM 4: Information on the Company,” “ITEM 5: Operating and Financial Review and Prospects,” “ITEM 10: Additional Information—Taxation—United States Federal Income Taxation—Passive foreign investment company considerations.” Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties, including those described in “ITEM 3.D. Key Information—Risk Factors.” Important factors that could affect our actual results and cause them to differ materially from those expressed in forward-looking statements include, but are not limited to:

 

the impact of the COVID-19 pandemic on end-consumers, the global economy and our business and results of operations;

 
downturns in the home renovation, remodeling and residential construction sectors or the economy generally;

competitive pressures from other manufacturers of quartz and other surface materials;

the outcome of litigation regarding silicosis, other bodily injury claims or other legal proceedings in which we are involved, and our ability to use our insurance policy to cover damages;

regulatory requirements and any changes thereto relating to hazards associated with silica dust;

our ability to compete with lower-priced products and any changes to countervailing measures, antidumping duties or similar tariffs;

geographic concentration of our revenues;

our ability to manufacture our existing products globally as planned;

disturbances to our operations or the operations of our suppliers, distributors, customers, consumers or other third parties;

our ability to effectively manage changes to our production and supply chain and effectively collaborate with OEM suppliers;

future foreign exchange rates, particularly the NIS, Australian dollar, Canadian dollar and the Euro;

changes to the prices of our raw materials or to the suppliers of our raw materials;

the extent of our liability for environmental, health and safety, product liability and other matters;

our ability to execute our strategy to expand sales in certain markets;

our ability to cooperate with large retailers;

delays in manufacturing if we are required to change the suppliers for the raw materials used in the production of our products;

our ability to effectively manage our inventory and successfully pursue a wider product offering;

our ability to effectively manage our international operations, including risks associated with changes in trade policy or the imposition of tariffs;

quarterly fluctuations in our results of operations as a result of seasonal factors and building construction cycles;

our ability to successfully consummate business combinations or acquisitions;

our reliance on third-party distributors and re-sellers;

disruptions to our information technology systems globally;

our exposure to tax liabilities;

our ability to retain our senior management team and other skilled and experienced personnel;

our ability to maintain our lease agreements with Kibbutz Sdot-Yam, the ILA and Caesarea Development Corporation;

 

 iii
 

continued coverage by equity research analysts and our ability to meet publicly announced financial guidance;

compliance with Israeli law, such as the Rest Law and Israeli Competition Law;

the continued availability of certain tax benefits granted by the Israeli government; and

our expectations regarding regulatory matters applicable to us.

 

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties, including those described in “ITEM 3.D. Key Information—Risk Factors.”

 

You should not put undue reliance on any forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors described in this annual report, including factors beyond our ability to control or predict. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Any forward-looking statement made in this annual report speaks only as of the date hereof. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this annual report, to conform these statements to actual results or to changes in our expectations.

 

 iv
 

TABLE OF CONTENTS

 

 

 

 

PART I

 

1

ITEM 1: Identity of Directors, Senior Management and Advisers

 

1

ITEM 2: Offer Statistics and Expected Timetable

 

1

ITEM 3: Key Information

 

1

 

A.

Selected Financial Data

 

1

 

B.

Capitalization and Indebtedness

 

5

 

C.

Reasons for the Offer and Use of Proceeds

 

5

 

D.

Risk Factors

 

5

ITEM 4: Information on the Company

 

34

 

A.

History and Development of the Company

 

34

 

B.

Business Overview

 

35

 

C.

Organizational Structure

 

43

 

D.

Property, Plants and Equipment

 

44

ITEM 4A: Unresolved Staff Comments

 

45

ITEM 5: Operating and Financial Review and Prospects

 

45

 

A.

Operating Results

 

45

 

B.

Liquidity and Capital Resources

 

60

 

C.

Research and Development, Patents and Licenses

 

62

 

D.

Trend Information

 

62

 

E.

Off-Balance Sheet Arrangements

 

62

 

F.

Contractual Obligations

 

62

ITEM 6: Directors, Senior Management and Employees

 

63

 

A.

Directors and Senior Management

 

63

 

B.

Compensation

 

68

 

C.

Board Practices

 

72

 

D.

Employees

 

86

 

E.

Share Ownership

 

87

ITEM 7: Major Shareholders and Related Party Transactions

 

88

 

A.

Major Shareholders

 

88

 

B.

Related Party Transactions

 

90

 

C.

Interests of Experts and Counsel

 

95

ITEM 8: Financial Information

 

96

 

A.

Consolidated Financial Statements and Other Financial Information

 

96

 

B.

Significant Changes

 

99

ITEM 9: The Offer and Listing

 

99

 

A.

Offer and Listing Details

 

99

 

B.

Plan of Distribution

 

99

 

C.

Markets

 

100

 

D.

Selling Shareholders

 

100

 

E.

Dilution

 

100

 

F.

Expenses of the Issue

 

100

ITEM 10: Additional Information

 

100

 

A.

Share Capital

 

100

 

B.

Memorandum of Association and Articles of Association

 

100

 

C.

Material Contracts

 

104

 

D.

Exchange Controls

 

105

 

E.

Taxation

 

105

 

F.

Dividends and Paying Agents

 

115

 

G.

Statements by Experts

 

115

 

H.

Documents on Display

 

115

 

I.

Subsidiary Information

 

115

ITEM 11: Quantitative and Qualitative Disclosures About Market Risk

 

115

ITEM 12: Description of Securities Other Than Equity Securities

 

117

 

 
 

PART II

 

118

ITEM 13: Defaults, Dividend Arrearages and Delinquencies

 

118

ITEM 14: Material Modifications to the Rights of Security Holders and Use of Proceeds

 

118

ITEM 15: Controls and Procedures

 

118

ITEM 16: Reserved

 

119

ITEM 16A: Audit Committee Financial Expert

 

119

ITEM 16B: Code of Ethics

 

119

ITEM 16C: Principal Accountant Fees and Services

 

119

ITEM 16D: Exemptions from the Listing Standards for Audit Committees

 

120

ITEM 16E: Purchases of Equity Securities by the Company and Affiliated Purchasers

 

120

ITEM 16F: Change in Registrant’s Certifying Accountant

 

120

ITEM 16G: Corporate Governance

 

120

ITEM 16H: Mine Safety Disclosures

 

120

PART III

 

120

ITEM 17: Financial Statements

 

120

ITEM 18: Financial Statements

 

120

ITEM 19: Exhibits

 

121

 

 
 

PART I

 

ITEM 1: Identity of Directors, Senior Management and Advisers

 

Not applicable.

 

ITEM 2: Offer Statistics and Expected Timetable

 

Not applicable.

 

ITEM 3: Key Information

 

A.    Selected Financial Data

 

You should read the following selected consolidated financial data in conjunction with “ITEM 5: Operating and Financial Review and Prospects” and our consolidated financial statements and the related notes included elsewhere in this annual report. The consolidated income statement data for the years ended December 31, 2019, 2018, and 2017 and the consolidated balance sheet data as of December 31, 2019 and 2018 are derived from our audited consolidated financial statements included in “ITEM 18: Financial Statements,” which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The consolidated income statement data for the years ended December 31, 2016 and 2015 and the consolidated balance sheet data as of December 31, 2017, 2016 and 2015 have been derived from our audited consolidated financial statements, which are not included in this annual report. All of the financial data set forth below are in thousands (except share and per share amounts). The information presented below under the caption “Other Financial Data” and “Dividends declared per share” contains information that is not derived from our financial statements.

 

 

 

2019

   

2018

   

2017

   

2016

   

2015

 

 

                             

Consolidated Income Statement Data:

                             

 

                             

Revenues

 

$

545,974

   

$

575,871

   

$

588,147

   

$

538,543

   

$

499,515

 

Cost of revenues

   

397,335

     

412,457

     

390,924

     

326,057

     

299,290

 

Gross profit

   

148,639

     

163,414

     

197,223

     

212,486

     

200,225

 

Operating expenses:

                                       

Research and development

   

4,146

     

3,635

     

4,164

     

3,290

     

3,052

 

Marketing and selling

   

66,770

     

74,786

     

81,789

     

70,343

     

59,521

 

General and administrative

   

40,681

     

43,323

     

45,930

     

40,181

     

36,612

 

Legal settlements and loss contingencies, net

   

12,359

     

8,903

     

24,797

     

5,868

     

4,654

 

Total operating expenses

   

123,956

     

130,647

     

156,680

     

119,682

     

103,839

 

Operating income

   

24,683

     

32,767

     

40,543

     

92,804

     

96,386

 

Finance expenses, net

   

5,578

     

3,639

     

5,583

     

3,318

     

3,085

 

Income before taxes on income

   

19,105

     

29,128

     

34,960

     

89,486

     

93,301

 

Taxes on income

   

6,243

     

4,560

     

7,402

     

13,003

     

13,843

 

 

                                       

Net income

 

$

12,862

   

$

24,568

   

$

27,558

   

$

76,483

   

$

79,458

 

Net income attributable to non-controlling interest

   

     

163

     

1,356

     

1,887

     

1,692

 

Net income attributable to controlling interest

   

12,862

     

24,405

     

26,202

     

74,596

     

77,766

 

Basic net income per ordinary share*

   

0.37

     

0.72

     

0.73

     

2.08

     

2.21

 

Diluted net income per ordinary share*

   

.037

     

0.72

     

0.73

     

2.08

     

2.19

 

Weighted average number of ordinary shares used in computing basic income per share

   

34,384

     

34,358

     

34,334

     

34,706

     

35,253

 

Weighted average number of ordinary shares used in computing diluted income per share

   

34,460

     

34,409

     

34,386

     

34,764

     

35,464

 

 

 1

 

 

 

2019

   

2018

   

2017

   

2016

   

2015

 

 

                             

Consolidated Balance Sheet Data:

                             

Cash, cash equivalents and short term bank deposits

 

$

139,372

   

$

93,562

   

$

138,707

   

$

106,270

   

$

62,807

 

Working capital (1)

    248,040      

238,823

     

250,510

     

216,963

     

168,841

 

Total assets

   
703,866
     

616,922

     

652,987

     

584,700

     

529,742

 

Total liabilities

    226,142      

150,421

     

166,611

     

134,108

     

120,680

 

Redeemable non-controlling interest

   

     

     

16,481

     

12,939

     

8,841

 

Shareholders’ equity

   

477,724

     

466,501

     

469,895

     

437,653

     

400,221

 

 

 

 

2019

   

2018

   

2017

   

2016

   

2015

 

Other Financial Data:

                             

Adjusted Gross profit (2)

 

$

149,084

   

$

165,518

   

$

197,223

   

$

212,486

   

$

200,225

 

Adjusted EBITDA (2)

   

69,046

     

75,206

     

100,429

   

$

130,260

     

125,667

 

Adjusted net income attributable to controlling interest (2)

   

26,724

     

36,085

     

49,819

     

81,184

     

83,682

 

Capital expenditures

   

23,590

     

20,962

     

22,675

     

22,943

     

76,495

 

Depreciation and amortization

   

28,587

     

28,591

     

29,926

     

28,254

     

22,334

 

 

 

* See also note 15 to our financial statements included elsewhere in this report.

 

(1)

Working capital is defined as total current assets minus total current liabilities.

(2)

The tables below reconcile gross profit to adjusted gross profit, net income to adjusted EBITDA and net income attributable to controlling interest to adjusted net income attributable to controlling interest for the periods presented and are unaudited.

 

 2

 

We use certain non-GAAP financial measures to evaluate our performance in conjunction with other performance metrics. The following are examples of how we use such non-GAAP measures:

 

Our annual budget is based in part on these non-GAAP measures.

 

Our management and board of directors use these non-GAAP measures to evaluate our operational performance and to compare it against our work plan and budget.

 

Our non-GAAP financial measures, adjusted gross profit, adjusted EBITDA and adjusted net income attributable to controlling interest, have no standardized meaning and accordingly have limitations in their usefulness to investors. We provide such non-GAAP data because management believes that such data provide useful information to investors. However, investors are cautioned that, unlike financial measures prepared in accordance with U.S. GAAP, non-GAAP measures may not be comparable with similar measures used by other companies. These non-GAAP financial measures are presented solely to permit investors to more fully understand how management and our board assesses our performance. The limitations of these non-GAAP financial measures as performance measures are that they provide a view of our results of operations without reflecting all events during a period and may not provide a comparable view of our performance to other companies in our industry.

 

Investors should consider non-GAAP financial measures in addition to, and not as replacements for, or superior to, measures of financial performance prepared in accordance with GAAP.

 

In arriving at our presentation of non-GAAP financial measures, we exclude items that either have a non-recurring impact on our income statement or which, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not singled out, potentially cause investors to extrapolate future performance from an improper base. In addition, we also exclude share-based compensation expenses to facilitate a better understanding of our operating performance, since these expenses are non-cash and accordingly we believe do not affect our business operations. While not all inclusive, examples of these items include:

 

amortization of purchased intangible assets;

legal settlements (both gain or loss) and loss contingencies, due to the difficulty in predicting future events, their timing and size;

material items related to business combination activities important to understanding our ongoing performance;

excess cost of acquired inventory;

expenses related to our share based compensation;

significant one-time offering costs;

significant one-time non-recurring items (both gain or loss)

material tax and other awards or settlements, both amounts paid and received; and

tax effects of the foregoing items.

 

 3

 

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Gross profit to Adjusted Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

$

148,639

 

 

$

163,414

 

 

 

197,223

 

 

$

212,486

 

 

$

200,225

 

Share-based compensation expense (a)

 

 

285

 

 

 

163

 

 

 

285

 

 

 

452

 

 

 

121

 

Non-recurring import related expenses (income)

 

 

(1,501

)

 

 

2,104

 

 

 

 

 

 

 

 

 

 

Other non-recurring items (b)

 

 

1,661

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Gross profit

 

$

149,084

 

 

$

165,681

 

 

 

197,508

 

 

$

212,938

 

 

$

200,346

 

 

(a)

Share-based compensation includes expenses related to stock options and restricted stock units granted to employees and directors of the Company.

(b)

Reflects mainly to one time amortization of machinery equipment with no future alternative use, and one time inventory write down due to discontinuation of certain product group manufacturing.

 

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

Reconciliation of Net Income to Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

12,862

 

 

$

24,568

 

 

$

27,558

 

 

$

76,483

 

 

$

79,458

 

Finance expenses, net

 

 

5,578

 

 

 

3,639

 

 

 

5,583

 

 

 

3,318

 

 

 

3,085

 

Taxes on income

 

 

6,243

 

 

 

4,560

 

 

 

7,402

 

 

 

13,003

 

 

 

13,843

 

Depreciation and amortization

 

 

28,587

 

 

 

28,591

 

 

 

29,926

 

 

 

28,254

 

 

 

22,334

 

Legal settlements and loss contingencies, net (a)

 

 

12,359

 

 

 

8,903

 

 

 

24,797

 

 

 

5,868

 

 

 

4,654

 

Compensation paid by a shareholder (b)

 

 

 

 

 

 

 

 

 

 

 

266

 

 

 

 

Share-based compensation expense(c)

 

 

3,632

 

 

 

1,684

 

 

 

5,277

 

 

 

3,068

 

 

 

2,293

 

Provision for employee fringe benefits (d)

 

 

 

 

 

 

 

 

(114

)

 

 

 

 

 

 

Non-recurring import related expense (income)

 

 

(1,501

)

 

 

2,104

 

 

 

 

 

 

 

 

 

 

Other non-recurring items (e)

 

 

1,286

 

 

 

1,157

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

69,046

 

 

$

75,206

 

 

$

100,429

 

 

$

130,260

 

 

$

125,667

 

 

(a)

Consists of legal settlements expenses and loss contingencies, net related to product liability claims and other adjustments to ongoing legal claims. In 2017, this also includes Kfar Giladi arbitration results.

(b)

One-time bonus paid by a shareholder to our employees in Israel other than officers.

(c)

Share-based compensation includes expenses related to stock options and restricted stock units granted to our employees and directors, as well as phantom awards and related payroll expenses as a result of exercises.

(d)

Relates to an adjustment of provision for taxable employee fringe benefits as a result of a settlement with the Israel Tax Authority and with the Israeli National Insurance Institute (“NII”).

(e)

Relates to non-recurring expenses related to North American region establishment, one time charge related to reduction in headcount and certain activities including discontinuation of certain product group manufacturing, and in 2018 also relocation expenses of Caesarstone USA headquarters (Company’s subsidiary).

 

 4

 

 

 

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Net Income Attributable to Controlling Interest to Adjusted Net Income Attributable to Controlling Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to controlling interest

 

$

12,862

 

 

$

24,405

 

 

$

26,202

 

 

$

74,596

 

 

$

77,766

 

Legal settlements and loss contingencies, net (a)

 

 

12,359

 

 

 

8,903

 

 

 

24,797

 

 

 

5,868

 

 

 

4,654

 

Compensation paid by a shareholder (b)

 

 

 

 

 

 

 

 

 

 

 

266

 

 

 

 

Share-based compensation expense(c)

 

 

3,632

 

 

 

1,684

 

 

 

5,277

 

 

 

3,068

 

 

 

2,293

 

Provision for employee fringe benefits (d)

 

 

 

 

 

 

 

 

(114

)

 

 

 

 

 

 

Tax adjustment (e)

 

 

 

 

 

 

 

 

 

 

 

(1,158

)

 

 

 

Non cash revaluation of lease liabilities (f)

 

 

3,615

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recurring import related expense (income)

 

 

(1,501

)

 

 

2,104

 

 

 

 

 

 

 

 

 

 

 

 

 

Other non-recurring items (g)

 

 

2,486

 

 

 

1,157

 

 

 

 

 

 

 

 

 

 

Total adjustments before tax

 

 

20,591

 

 

 

13,848

 

 

 

29,960

 

 

 

8,044

 

 

 

6,947

 

Less tax on above adjustments

 

 

6,729

 

 

 

2,168

 

 

 

6,343

 

 

 

1,456

 

 

 

1,031

 

Total adjustments after tax

 

$

13,862

 

 

$

11,680

 

 

 

23,617

 

 

 

6,588

 

 

 

5,916

 

Adjusted net income attributable to controlling interest

 

$

26,724

 

 

$

36,085

 

 

$

49,819

 

 

$

81,184

 

 

$

83,682

 

 

 

(a)

Consists of legal settlements expenses and loss contingencies, net related to product liability claims and other adjustments to ongoing legal claims. In 2017, this also includes Kfar Giladi arbitration results.

(b)

One-time bonus paid by a shareholder to our employees in Israel other than officers.

(c)

Share-based compensation includes expenses related to stock options and restricted stock units granted to our employees and directors, as well as phantom awards and related payroll expenses as a result of exercises.

(d)

Relates to an adjustment of provision for taxable employee fringe benefits as a result of a settlement with the Israel Tax Authority and with the NII.

(e)

Relates to an adjustment in taxes as a result of a tax settlement we reached with Israeli tax authorities.

(f)

Exchange rate differences deriving from revaluation of lease contracts in accordance with FASB ASC 842.

(g)

Relates to non-recurring expenses related to North American region establishment, one time charge related to reduction in headcount and certain activities including discontinuation of certain product group manufacturing, one time amortization of machinery equipment with no future alternative use, and in 2018 also relocation expenses of Caesarstone USA headquarters (Company’s subsidiary).

 

B. 

Capitalization and Indebtedness

 

Not applicable.

 

C. 

Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

D. 

Risk Factors

 

Our business faces significant risks. You should carefully consider all of the information set forth in this annual report and in our other filings with the United States Securities and Exchange Commission (“SEC”), including the following risk factors which we face and which are faced by our industry. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. In that event, the trading price of our ordinary shares would likely decline and you might lose all or part of your investment. This report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this report and our other SEC filings. See also “Special Note Regarding Forward-Looking Statements” on page iv of this annual report.

 

 5

 

Risks related to our business and industry


The recent outbreak of the novel coronavirus (COVID-19) pandemic could impact end-consumers and the global economy in general, lower demand for our products, disrupt our operations and materially and adversely affect our business and financial results.
 
The recent emergence of the coronavirus (COVID-19) pandemic has increased market uncertainty and volatility and led to travel and other restrictions including individual quarantines imposed by China, the United States, Italy, Israel and other countries, significantly affecting consumer and businesses behaviors. The volatility in stock markets around the world has already and may continue to materially and adversely impact stock prices and trading volumes for us and other corporations. The culmination of these dramatic large-scale events could result in a global economic recession and significantly decrease home renovation and remodeling activity and new residential construction, and in turn reduce the demand for our products, thus materially and adversely affecting our business and results of operations.
 
The coronavirus (COVID-19) pandemic may also adversely affect our ability to conduct our business effectively due to disruptions to our production capabilities, supply chain, availability and productivity of personnel, while we simultaneously attempt to comply with rapidly changing restrictions, such as travel restrictions, curfews and others. In particular, following recommendations from the Israeli Ministry of Health and the Ministry of Finance, on March 16, 2020, the Israeli prime minister announced new and more restrictive instructions under which businesses in the private sector must reduce their onsite workforce by 70%. Additional instructions require “non-essential” businesses to shut down, and the public sector to further reduce its workforce. On March 19, 2020, emergency regulations enacted by the Israeli authorities restricted outdoor activities of all citizens. Currently travel to and from work is still permitted, however the authorities may place additional, more restrictive measures on businesses and individuals. Though we may still operate our facilities under such regulations, any additional actions taken by the Israeli government could further limit that ability which may have a material adverse affect on our operations and financial results.
 
A significant reduction in our workforce and our compliance with instructions imposed by Israeli authorities may harm our ability to continue operating our business and materially and adversely affect our operations and financial condition. Further, we cannot assure you that we will be designated an “essential business”, as defined under the new instructions, and moreover, we cannot foresee whether the Israeli authorities will impose further restrictive instructions, which if implemented may lead to significant changes and potentially a shutdown of our operations.
 
Authorities around the world have and may continue implementing similar restrictions on business and individuals in their jurisdictions. We cannot assure you that we will be able to continue to manage our international operations and business effectively, which would have material adverse effect on our results of operations. See “—Our operating results may suffer due to our failure to manage our international operations effectively or due to regulatory changes in international jurisdictions where we operate”.
 
Additional restrictions and regulations related to the coronavirus (COVID-19) pandemic containment efforts may further challenge our ability to conduct our operations and, as a result, may materially and adversely affect our financial results. Currently the trajectory of the coronavirus (COVID-19) outbreak remains highly uncertain and we cannot predict the duration, severity or effect of the pandemic or any future containment efforts.

 

Downturns in the home renovation and remodeling and new residential construction sectors or the economy generally and a lack of availability of consumer credit could materially and adversely impact end-consumers and lower demand for our products, which could cause our revenues and net income to decrease.  

 

Our products are primarily used as countertops in residential kitchens. As a result, our sales depend significantly on home renovation and remodeling spending, as well as new residential construction spending. We believe that in each of our key existing markets, the United States, Australia (unless stated otherwise, reference to Australia in this report includes Australia and New Zealand), Canada and Israel, we estimate that approximately 60% to 70% of our business is generated from home renovation and remodeling and approximately 25% to 35% is driven by new residential construction. Our products are also used in commercial applications. As a result, our business is mainly affected by trends in the home renovation and remodeling and new residential construction sectors. For example, since 2018 and throughout 2019 we have been experiencing downturns in the home renovation and remodeling and new residential construction sectors in Australia.  Such downturns already adversely impacted our revenues and profit in Australia.  We are uncertain whether such downturn will persist or occur in other key markets, which in turn could materially and adversely impact our financial condition.  Spending on home renovation and remodeling and new residential construction depends significantly on the availability of consumer credit, as well as other factors such as interest rates, consumer confidence, government programs and unemployment. Such factors also affect spending on commercial projects. Any of these factors could result in a tightening of lending standards by financial institutions and reduce the ability of consumers to finance renovation and remodeling expenditures or home purchases. Consumers’ ability to access financing varies across our operating markets. If the housing market is negatively impacted as a result of an economic downturn or if other significant economic negative trends occur, we may be unable to grow or sustain our business and our revenues and net income may be materially and adversely affected. See also “—The recent outbreak of the novel coronavirus  (COVID-19) pandemic could impact end-consumers and the global economy in general, lower demand for our products, disrupt our operations and materially and adversely affect our business and results of operations” and “—Disturbances to our operations or the operations of our suppliers, distributors, customers, consumers or other third parties could materially adversely affect our business”.

 

 6

 

We face intense competitive pressures from other manufacturers of quartz surfaces and from manufacturers of other surface materials, which could materially and adversely affect our results of operations and financial condition.

 

Our quartz surface products compete with a number of surface materials such as granite, laminate, marble, manufactured solid surface, concrete, stainless steel, wood, ceramic and other quartz surfaces. We compete with manufacturers of these surface materials and with manufacturers of quartz surfaces with respect to a range of factors. These factors include, among other things, brand awareness and brand position, product quality, product differentiation, design and breadth of product offerings, slab dimensions, new product development and time to market, availability and supply time, technological innovation, popular home interior design trends, pricing, availability of inventory on demand, distribution coverage, customer service and versatility in products portfolio. 

 

Since we seek to position our products as a premium alternative to other surface materials, including other quartz surfaces, the perception among end-consumers and other stakeholders of our products is a key competitive differentiator. If we are unable to anticipate or react quickly to changes in consumer preference in these areas, we may lose market share and our results of operations may suffer. If consumer preference shifts away from quartz to other materials, or away from branded quartz surfaces, our market share may be reduced and our financial results may be materially and adversely impacted.

 

Competition increases with increased global production capacity by new and existing competitors. Should our competitors be able to produce products more efficiently at lower prices, adapt more quickly to changes in consumer preferences and demands, have a diversified product offering (in addition to quartz surfaces), or acquire complementary businesses, we may lose market share and our financial results may suffer.

 

Silicosis and other bodily injury claims may have a material adverse effect on our business, operating results and financial condition.

 

Silicosis is a potentially fatal progressive occupational lung disease and is characterized by scarring of the lungs and damage to the breathing function. Inhalation of dust containing fine silica particles may occur while performing certain tasks, including among others, processing quartz and other materials that contain silica if safety measures are not implemented, which in turn can cause silicosis and other health issues.

 

Since 2008, we have been named, either directly or as a third party defendant, in numerous lawsuits alleging damages caused by exposure to silica dust related to our products filed by individuals (including fabricators and their employees, and our former employees), their successors, employers and the State of Israel, and in subrogation claims by the National Insurance Institute of Israel (the “NII”), WorkerCover Queensland, Australia, and others. As of December 31, 2019, we were subject to pending lawsuits or had received pre-litigation demand letters related to silicosis claims with respect to 152 injured persons globally, of which 132 were in Israel and 20 in Australia. One of the injured persons filed against us a lawsuit in the Central District Court in Israel with a motion for its recognition as a class action; though we reached a settlement agreement with the lead-plaintiff with respect to this claim, it has not yet received court approval, which may on various grounds demand changes to such proposed settlement. Most of the claims asserted against us do not specify a total amount of damages sought and the plaintiffs’ future damages, if any, is intended to be determined at trial or settlement discussions.   

 

Although we intend to vigorously contest the pending claims, we cannot provide any assurance that we will be successful. As of December 31, 2019, we estimated based on the current legal condition in Israel that our total exposure with respect to all then-pending lawsuits in Israel related to 132 injured persons and the un-asserted NII claims was approximately $39.2 million (which we accrued on our balance sheet), however,  the actual outcome of such lawsuits may vary from our estimate. The number of injured persons takes into account the claim filed with a motion for its recognition as a class action and does not include pre-litigation demand letters and settled claims for which the settled amount has not been paid yet. It is too early to estimate the probability of the claims filed against us in Australia, which we intend to vigorously defend. We believe that we have $9.5 million of coverage under our product liability insurance, and accordingly, our net exposure with respect to such pending claims is estimated to be $29.7 million.
 

 7

 

Any pending or future litigation is subject to significant uncertainty. Our estimated total net exposure with respect to pending claims is subject to change for a variety of reasons, including an unpredictable adverse development in the pending cases. We cannot estimate the number of potential claimants that may file claims against us, the jurisdictions in which such claims may be filed, who the claimants are or the nature of the claims. Consistent with the experience of other companies involved in silica-related litigation, there may be an increase in the number of asserted claims against us. In addition, punitive damages may be awarded in certain jurisdictions, even though they are rare in Israel. We may be also subject to putative class action lawsuits in the future in Israel and abroad and we cannot be certain whether such claims will succeed in being certified or on their merits.  An actual outcome which is higher than our estimate could have a material adverse effect on our financial results and cash flow.

 

Any uninsured damages to which we are subject in existing or future potential litigation, the cost of defending any uninsured claims, compliance costs, and the loss of business from fabricators who no longer find it practical to fabricate our products, may have a material adverse impact on our revenues and profits. Moreover, even if we are found only partially liable to a plaintiff’s damages, the plaintiff may seek to collect all his damages from us, requiring us to collect separately from our co-defendants their allocated portion of the damages and there can be no assurance that we will succeed in such collection.

 

As of December 31, 2019, 21 of our employees, out of which 13 are currently employed in our plants in Israel, have been banned by occupational physicians from working in a workplace with dust due to diagnose or suspected diagnose of silicosis or other lung diseases, and any expenses not covered by the National Insurance Institute of Israel which we may incur in this respect are not covered by our employer liability insurance. In addition, two former employees filed lawsuits against us. 

 

We currently have limited product liability insurance policies, which apply to us and our subsidiaries and cover claims related to bodily injuries though in most cases these policies exclude damages caused by exposure to hazardous dust. In recent years, we have been able to obtain such insurance only on less favorable terms than previously. If we are unable to renew our product liability insurances at all or in part, if we cannot obtain insurance on as favorable terms as previously, or if our insurance is terminated early, decreased, provides inadequate coverage or if we are subject to silicosis-related claims excluded by our product liability insurance policy or by our employer liability insurance policy, we may incur significant legal expenses and become liable for damages, in each case, that are not covered by insurance. Such events might have a material adverse effect on our business and results of operations. We reached an agreement with our product liability insurer regarding the coverage in the class action lawsuit. As of December 31, 2019, our insurance receivables totaled $9.5 million. Although we believe that it is probable that such receivables will be paid to us when such payments are due, if our insurers become insolvent in the future or for other reason do not pay such amounts in full or on a timely basis, such failure could have a material adverse effect on our financial results and cash flow. See also Note 10 to our financial statements included elsewhere in this report. For more information, see “ITEM 8.A: Financial Information—Legal Proceedings—Claims related to alleged silicosis injuries.”

 

In addition, growing media coverage regarding the hazards associated with exposure to silica dust in the engineered quartz surfaces, which intensified significantly primarily in Australia and the United States during 2019, may adversely affect consumer preferences toward our products, damage our brand and reputation and lead to loss of sales and a material adverse effect to our revenues and financial results. Increased awareness of this issue, and media focus may also trigger greater governmental and regulatory scrutiny and action, which may increase our costs of compliance therewith, lead to greater propensity for litigation against us or ultimately even result in a ban of our products. 

 

Any of the risks described above relating to claims regarding silicosis and other bodily injury claims may have a material adverse effect on our business, operating results and financial condition. For more information, see “ITEM 8.A: Financial Information— Legal Proceedings—Claims related to alleged silicosis injuries.”  See also Note 10 to the financial statements included elsewhere in this report.

 

Regulatory requirements and any changes thereto relating to hazards associated with exposure to silica dust in stone and engineered quartz surfaces may adversely and materially affect our business.

 

During recent years, after identifying exposure to silica in the engineered quartz and stone countertop industry as a health hazard to workers involved in manufacturing, cutting, fabricating, finishing and installing quartz and stone countertops, several local regulatory bodies have issued safety alerts and promoted new regulations.  For example, in 2015, the Israeli Ministry of Economy and Industry (“IMEI”) proposed a new law aimed at improving the health, protection and safety of persons engaged in fabrication of engineered quartz surfaces by imposing, among other things, obligations to obtain permits for operating a fabrication business. Recently Victoria State in Australia announced its intention to execute a licensing initiative in its territory. The U.S. Occupational Safety and Health Administration has published a National Emphasis Program addressing the hazards of Silica in various industries.  Contemplated and current regulatory initiatives in the U.S., Australia and Israel are necessary to improve health and safety however, these changes may also disrupt the market or impose burdens on fabricators and distributors potentially causing them to shift towards using other materials, which could materially and adversely impact our business. Further regulatory changes regarding the ability to use, process or sell stone countertops, particularly engineered quartz, and the safety measures required in such activities may materially adversely affect our business.

 

 8

 

In New-South Wales, Australia, a Legislative Council Committee was formed to review the State’s response to silicosis in the manufactured stone industry. Said committee is expected to issue its final report during 2020, after receiving submission and holding hearings with interested parties.

 

We may be required to incur additional expenses associated with exposure to silica dust in the engineered quartz surfaces industry to enhance our compliance with current and future laws, regulations or standards. Failure to comply with existing regulatory requirements or any changes thereto may expose us to regulatory actions (as detailed below in “—The extent of our liability for environmental, health and safety, product liability and other matters may be difficult or impossible to estimate and could negatively impact our financial condition and results of operations” ) as well as to lawsuits by our employees. Greater regulatory scrutiny and action may also lead to greater propensity for litigation against us or ultimately result in a government ban of our products.

 

If we are unable to compete with lower-priced products perceived as comparable to ours, our market share may decrease and our financial results may be adversely and materially impacted.

 

We have invested considerable resources to position our quartz surface products as premium branded products. Due to our products’ high quality and positioning, we generally set our prices—especially for our differentiated products—at a higher level than alternate surfaces and quartz surfaces provided by other manufacturers. Manufacturers located in the Asia-Pacific region (predominantly China) and certain parts of Europe are able to produce quartz surface products at a lower cost, including quartz surface products which imitate our products and designs.

 

Even if we seek to lower the price of our products, we may be unable to do so due to costs entailed with producing at our facilities, such as compliance with environmental health and safety standards, labor, energy, raw material costs and taxes. If the amounts of these low-priced products increase, our sales could decline. In addition, sales of these low-priced products may negatively impact our pricing.

 

In April 2018, antidumping and countervailing duty (“AD/CVD”) petitions were filed with the U.S. Department of Commerce (“DOC”) and the International Trade Commission (“ITC”). The petitions, which were filed by a U.S. manufacturer, alleged that the increase in Chinese imports has injured the U.S. domestic quartz industry and threatens further damage if duties to offset China’s unfair trade practices are not imposed.

 

In May 2019, the DOC announced the affirmative final determinations in the AD/CVD investigations, finding that exporters from China have sold quartz surface products at less than fair value in the U.S. at rates that range from approximately 265% to 340% and received subsidies at rates that range from 45% to 190%. In June 2019, the ITC made a final injury determination, concluding that the U.S. industry was materially injured as a result of imports of quartz surface products from China. As a result, the DOC issued AD/CVD orders on imports of this product from China in the rates described above. Pursuant to the AD/CVD orders, the DOC instructed the U.S. Customs and Border Protection (“CBP”) to collect cash deposits equal to the applicable final weighted-average dumping and countervailing duty margins.

 

In October and November 2019, following a petition by the same U.S. manufacturer, the DOC announced affirmative preliminary determinations in the CVD investigations of imports of quartz surface products from India and Turkey, finding that exporters from these countries received countervailable subsidies at rates ranging from 3.81% to 80.79%.  In December 2019, the DOC announced affirmative preliminary determinations in the AD investigation that exporters from these countries sold quartz surface products at less than fair value in the U.S. at rates of up to 5%. As a result, the DOC has instructed the CBP to collect cash deposits from importers of quartz surface products from India and Turkey based on these preliminary rates. The DOC’s final determination are scheduled for April 2020.  An ITC final injury determination is scheduled for June 2020. If the DOC and ITC make affirmative final determinations, AD and CVD orders will be issued.

 

 9

 

The imposition of AD/CVD orders have and may continue to lead Chinese exporters to redirect their products into other markets in which we operate (including markets in which we hold a higher market share than in the U.S.) thereby adversely impacting our operations and financial results. For example, during 2019, we experienced increased competitive pressures in Australia and Canada from Chinese based manufacturers.  A similar effect may occur with respect to exporters from India and Turkey. Finally, any duties and tariffs imposed by the U.S. or other regulators may not succeed in remediation of any impact caused to the quartz industry by such imports. Chinese, Indian and Turkish exporters may shift their focus to other, competing materials, increasing competitive pressures and lowering demand for our products. In addition, imposition of duties and tariffs may lead consumers to prefer other low-priced products, impacting demand for our products and our revenues.  As a result, our market share may decrease and our financial results may be adversely and materially impacted.

 

Our revenues are subject to significant geographic concentration and any disruption to sales within one of our key existing markets, or to sales to a major customer therein, could materially and adversely impact our results of operations and prospects.

 

Our sales are subject to significant geographic concentration, with four largest markets accounting for approximately 90% of revenues. In 2019, sales in the United States, Australia, Canada and Israel accounted for 45.9%, 19.8%, 15.7% and 7.1% of our revenues, respectively. Each country has different characteristics and our results of operations could be materially and adversely impacted by a range of factors, including spending on home renovation and remodeling and new residential construction in the region (as discussed above), local competitive changes, changes in consumers’ quartz surface or countertop preferences and regulatory changes that specifically impact these markets (such as imposition of antidumping and countervailing duties in the U.S. as discussed above), as well as by our performance in each of these markets. Sales in our main markets could be materially and adversely impacted by other general economic conditions, including increases in imports of cheaper quartz surfaces from low cost countries manufacturers into such markets, especially the United States, Australia and Canada. Stronger local currencies could make lower-priced imported goods more competitive than our products. Although we face different challenges and risks in each of the markets in which we operate, due to the existence of a high level of geographic concentration, should an adverse event occur in any of these jurisdictions, our results of operations and prospects could be impacted disproportionately.

 

In addition, we derived approximately 9.2% of our total revenues in 2019 from one customer, IKEA. Revenues from this significant customer declined during 2019. The loss of or a further decrease in business from such customer could have a material adverse effect on our revenues, results of operations and our financial condition.

 

If we are unable to manufacture our existing products globally as planned, our results of operations and future prospects will suffer.

 

Difficulties with or interruptions of our manufacturing operations could delay our output of products and harm our relationships with our customers, damage our brand and reputation and have a material adverse effect on our results of operations. We currently manufacture our products at our two facilities in Israel and our facility in the U.S. In addition, we source a portion of our supply chain from original equipment manufacturers (“OEMs”). We cannot assure you that we will be able to successfully manage manufacturing facilities in a timely or profitable manner. Moreover, if we are unable to hire, train and retain skilled employees or successfully transfer or continue to transfer our manufacturing processes in a timely and cost-effective manner, or at all, then we may experience operating disruptions and may be unable to meet demand for our products, which could have a negative impact on our business and financial results.

 

Specifically, since opening our facilities in the U.S. in 2015, we have experienced certain inefficiencies due to challenges related to the ramp up of the plant, such as establishing an experienced workforce, processes implementation, engineering optimization and successful transfer of know-how and other factors. Although we have improved the performance of our U.S plant, such inefficiencies led to lower than expected throughput, yield and, as a result, higher than expected manufacturing cost per square meter produced and therefore our business and financial results were and may continue to be negatively impacted.

 

We have purchased the majority of our manufacturing production lines from Breton S.p.A. (“Breton”), a manufacturer of lines for the production of engineered stone slabs. We depend on Breton for certain spare parts for our production line equipment and for their support and know-how required to resolve specific technical problems in their manufacturing equipment, and anticipate we will continue to do so in the future. Inability or delays in obtaining specialty machine components and spare parts from Breton or know-how technical support could prevent or delay our output of products.

 

 10

 

Damage to our manufacturing facilities or products caused by human error or negligence or other failures or circumstances beyond our control, could interrupt or delay our manufacturing or other operations. See “—The recent outbreak of the novel coronavirus  (COVID-19) could impact end-consumers and the global economy in general, lower demand for our products, disrupt our operations and materially and adversely affect our business and results of operations” and “—Disturbances to our operations or the operations of our suppliers, distributors, customers, consumers or other third parties could materially adversely affect our business.”

 

Our insurance policies have limited coverage in case of significant damage to our manufacturing facilities and may not fully compensate us for the cost of replacement and any loss from business interruptions. Any damage to our facilities or interruption in manufacturing, whether due to limitations in manufacturing capacity or arising from factors outside of our control, could result in delays or failure in meeting contractual obligations and could have a materially adverse effect on our relationships with our distributors and customers, and on our financial results. 

 

Disturbances to our operations or the operations of our suppliers, distributors, customers, consumers or other third parties could materially adversely affect our business.  

 

Our ability, and that of our suppliers, OEM suppliers, distributors, customers and other third parties, to develop, manufacture, transport, distribute, sell, install and use our products is critical to our success. Damage or disruption to our or their operations could occur due to various factors, including unforeseen factors, including, among others: adverse weather conditions (including any potential effects of climate change) or natural disasters, such as a hurricane, tornado, earthquake, wildfire or flooding; government action; economic or political uncertainties or instability; fire; terrorism; outbreak or escalation of armed hostilities; safety warnings or recalls; health epidemics or pandemics or other contagious outbreaks, such as the ongoing coronavirus (COVID-19) pandemic discussed above; supply and commodity shortages; unplanned delays or unexpected problems associated with repairs or enhancements of facilities in which such products are made, manufactured, distributed or sold; loss or impairment of key manufacturing sites; cyber incidents, including the disruption or shutdown of computer systems or other information technology systems at our offices, plants, warehouses, distribution centers or other facilities or those of our suppliers and other third parties; industrial accidents or other occupational health and safety issues; telecommunications failures; power, fuel or water shortages; strikes, labor disputes or lack of availability of qualified personnel; or other reasons beyond our control or the control of such third parties. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could continue to result in adverse effects on our business, financial condition or results of operations.

 

If we fail to effectively manage required changes in our production and supply chain, we may be unable to serve the market or suffer additional inefficiencies.

 

Our production and supply chain processes are complex and rely on our estimates and forecasts in terms of volume as well as product mix. If we fail to accurately forecast demand, it may hinder the availability of our products in the market, result in loss of sales, increase shipping costs and harm our relationships with our customers, damage our brand and reputation and have a materially adverse effect on our results of operations. If we are unsuccessful in adjusting our manufacturing operations to changes in the demand for our products, we may be unable to grow our business and revenue, maintain our competitive position or improve our profitability. 

 

Failure to effectively collaborate with OEM suppliers or problems inherent in the use of OEMs could materially adversely affect our competitive position or profitability.

 

In order to optimize our production and adjust to changes in markets dynamics, we may outsource certain parts of our manufacturing. In 2019, we acquired certain basic colors models from third-party engineered stone manufacturers (OEMs). We are considering increasing this activity in 2020. If we are unable to successfully manage the quality of materials from these third-party suppliers or if they delay delivery of our products, our brand and reputation could be impaired and warranty claims from end-customers could increase. Damage or disruption to the ability of our OEM suppliers to develop, manufacture and transport our products as a result of factors within or outside their control could result in adverse effects on our business, financial condition or results of operations. See “—Disturbances to our operations or the operations of our suppliers, distributors, customers, consumers or other third parties could materially adversely affect our business.”  Failure by such third-party suppliers to comply with applicable laws and regulations or accepted industry standards could further impair our brand and reputation, result in potential liability and materially adversely affect our competitive position and profitability. Additionally, if we are unable to agree on the commercial terms with such vendors, or effectively enforce the terms of any verbal or written agreements, such manufacturers could cease manufacturing in the amounts required to meet the demand for our products, or at all. In such cases, we may need to locate and qualify alternative manufacturers or produce the products using our facilities, which could cause substantial delays in manufacturing, increase our costs, negatively impact the quality of our products in case we rely on new vendors and require us to adjust our products and our manufacturing processes. We may be unable to successfully optimize our operations and reduce costs through OEM. All of these factors could materially and adversely impact our reputation, revenues and results of operations. In addition, cooperation with third party manufacturers may require us to expose certain intellectual property relating to our products and designs, the confidentiality of which we may not be able to further control or enforce. If we experience demand for our products that exceeds our manufacturing capacity and we fail to acquire slab models from third parties, we may not have sufficient inventory to meet our customers’ demands, which would negatively impact our revenues, reputation and potentially cause us to lose market share.

 

 11

 

Our results of operations may be materially and adversely affected by fluctuations in currency exchange rates, and we may not have adequately hedged against them. 

 

We conduct business in multiple countries, which exposes us to risks associated with fluctuations in currency exchange rates between the U.S. dollar (our functional currency) and other currencies in which we conduct business. In 2019, 47.9% of our revenues were denominated in U.S. dollars, 19.8% in Australian dollars, 15.7% in Canadian dollars, 7.1% in NIS, 5.6% in Euros and a smaller portion in other currencies. In 2019, the majority of our expenses were denominated in U.S. dollars, NIS and Euros, and a smaller proportion in Canadian and Australian dollars. As a result, weakening of the Australian and Canadian dollars and strengthening of the NIS and, to a lesser extent, strengthening of the Euro against the U.S. dollar presents a significant risk to us and may impact our business significantly.  See Item 11 below for the impact of currencies fluctuation on our operating income.  We translate sales and other results denominated in foreign currency into U.S. dollars for our financial statements; therefore, during periods of a strengthening dollar, our reported international sales and earnings could be reduced because foreign currencies may translate into fewer U.S. dollars. 

 

Although we currently engage in derivatives transactions, such as forward and option contracts, to minimize our currency risk, we do not hedge all of the exposure. We have been using a dynamic hedging strategy to hedge our cash flow exposures. This strategy involves consistent hedging of exchange rate risk in variable ratios ranging up to 100% of the exposure over rolling 12 months. As of December 31, 2019, our average hedging ratio was approximately 15% out of our expected currencies exposure for 2020. Therefore, future currency exchange rate fluctuations against which we have not adequately hedged could materially and adversely affect our profitability. Moreover, our currency derivatives, except for our U.S. dollar/NIS forward contracts, are currently not designated as hedging accounting instruments under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. Hedging results are charged to finance expenses, net, and therefore, do not offset the impact of currency fluctuations on our operating income. Our U.S. dollar/NIS forward contracts are charged to operating expenses as designated hedge instruments, partially offsetting the impact of the U.S. dollar/NIS currency fluctuations on our operating income. See “ITEM 11: Quantitative and Qualitative Disclosures About Market Risk.”

 

Changes in the prices of our raw materials have increased our costs and decreased our margins and net income in the past and may increase our costs and decrease our margins in the future. 

 

In 2019, raw materials accounted for approximately 39% of our cost of goods sold (excluding the cost of OEM products sold, which accounted for less than 10% of our cost of goods sold). The cost of raw materials consists of the purchase prices of such materials and costs related to the logistics of delivering the materials to our manufacturing facilities. Our raw materials costs are also impacted by changes in foreign currency exchange rates, mainly the Euro as it relates to polyester and other raw materials purchased from Europe.

 

Quartz, which includes quartz, quartzite and other dry minerals and engineered materials, which include high amounts of silica (together referred to in this annual report as “quartz” unless otherwise specifically stated), is the main raw material component used in our products. Quartz accounted for approximately 34% of our raw materials cost in 2019. Our cost of sales and overall results of operations may be impacted significantly by fluctuations in quartz prices. For example, if our cost of quartz were to rise by 10%, we would experience a decrease of approximately 0.9% in our gross profit margin. In 2019 the average cost of quartz decreased by 3.4% and in 2018, it increased by 3.0%. Any future increases in quartz prices could also materially and adversely impact our margins and net income. 

 

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Polyester, which acts as a binding agent in our products, accounted for approximately 36% of our raw materials costs in 2019. Accordingly, our cost of sales and overall results of operations may be impacted significantly by fluctuations in polyester prices. For example, if the cost of polyester was to rise by 10%, we would experience a decrease of approximately 1.0% in our gross profit margin. The cost of polyester we incur is a function of, among other things, manufacturing capacity, demand and the price of crude oil and more specifically benzene. Our cost of polyester fluctuated significantly over the years. In 2018, average polyester costs increased by approximately 6%. In 2019, our average polyester costs decreased by approximately 12%. We acquire polyester on an annual framework basis or a purchase order basis based on our projected needs for the subsequent one to three months. Going forward, we may experience pressure from our polyester suppliers to increase prices even during a period covered by purchase orders.

 

Commencing in 2020, we have been using a dynamic hedging strategy to reduce our exposure to changes in the polyester prices. This strategy involves hedging certain components of our polyester formula in variable ratios of the exposure over rolling 12 months. Therefore, future fluctuations in polyester prices which we have not adequately hedged could materially and adversely affect our profitability. Moreover, our polyester contract derivatives are currently not designated as hedging accounting instruments under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. Hedging results are charged to finance expenses, net, and therefore, do not offset the impact of polyester prices on our operating income.

 

Pigments are also used to manufacture our products. Although pigments account for a significantly lower percentage of our raw material costs than polyester, we encountered in the past and may experience in the future fluctuations in pigment prices. For example, the cost of titanium dioxide, our principal white pigmentation agent, decreased by approximately 10% and increased by approximately 16% in 2019 and 2018, respectively. In 2019, the price of titanium dioxide, our principal white pigmentation agent, decreased by approximately 10% compared to 2018, impacting our gross profit margin by approximately 0.3%. In 2018, the price of titanium dioxide increased by approximately 16%. Such prices fluctuations may also have a materially adverse impact on our margins and net income.

 

We have found that increases in prices may be difficult to pass on to our customers. If we are unable to pass on to our customers increases in raw materials prices, specifically in quartz, polyester and pigments, our margins and net income may be materially and adversely impacted. For cost of our raw materials in 2019 and prior years, see “ITEM 5.A: Operating Results and Financial Review and Prospects—Operating Results— Cost of revenues and gross profit margin.”

 

The extent of our liability for environmental, health and safety, product liability and other matters may be difficult or impossible to estimate, and could negatively impact our financial condition and results of operations.

 

Our manufacturing facilities and operations in Israel and our manufacturing facility in the United States are subject to numerous Israeli and U.S. laws and regulations, and other industry standards imposed by our customers, particularly IKEA and Home Depot, all relating to environmental, health and safety, and other matters such as dust, acetone and styrene control, as detailed in “ITEM 4.B: Information on the Company—Business Overview—Environmental and Other Regulatory Matters.” Violations of environmental, health and safety laws and regulations may lead to civil and criminal sanctions against us, our directors, officers or employees. Liability under these laws and regulations involves inherent uncertainties and in some cases may compel the installation of additional equipment and subject us to substantial penalties, injunctive orders and facility shutdowns. If our operations are enjoined because of failure to comply with such regulations, or if we are required to install expensive equipment in order to meet regulatory requirements, it could materially adversely affect our results of operations. Any contemplated expansion of our facilities will also need to meet standards imposed by laws, regulations and other industry standards. Violations of environmental laws could also result in obligations to investigate or remediate potential contamination, third-party property damage or personal injury claims resulting from potential migration of contaminants off-site. Violations of such laws and regulations may also constitute a breach of current or future commercial contracts we have with third parties and impact our cooperation with customers and suppliers. We have identified in the past and may identify in the future compliance risks related to environmental and health and safety regulation standards. Preparation and implementation of mitigation plans for such risks may take time during which we may not be in full compliance with applicable laws and standards.

 

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In addition, the operation of our manufacturing facilities in Israel and in the United States is subject to applicable permits, standards, licenses and approvals. Any expansions or improvements to our facilities will be subject to obtaining appropriate permits, and we cannot be certain that such permits will be obtained in a timely matter, or at all. For detailed information, see “ITEM 4.B: Information on the Company—Business Overview—Environmental and Other Regulatory Matters”. We expect our business licenses to be extended by the municipal authorities for a specified term and we intend to seek subsequent extensions on an ongoing basis. Generally, failure to obtain a permit or license required for the operation of our facilities, or failure to comply with the requirements thereunder, may result in civil and criminal penalties, fines, court injunctions, imprisonment, and operations stoppages. If we are unable to obtain, extend or maintain the business license for any of our plants, we would be required to cease operations at such location, which would materially adversely affect our results of operations. Our ability to obtain necessary permits and approvals for our manufacturing facilities may be subject to additional costs and possible delays beyond our initial projections. In addition, to demonstrate compliance with underlying permits licenses or approvals, we are required to perform a considerable amount of monitoring, record-keeping and reporting. We may not have been, or may not be, at all times, in complete compliance with such requirements and we may incur material costs or liabilities in connection with such violations, or in connection with remediation at our sites or certain third-party manufacturing sites if we are found liable in relation thereto.

 

From time to time, we face compliance issues related to our manufacturing facilities. See “ITEM 4.B: Information on the Company—Business Overview—Environmental and Other Regulatory Matters” for additional information on compliance with environmental, health and safety and other relevant regulations relating to our facilities, including with respect to our compliance with styrene ambient air standards and dust emission occupational health standards.

 

New environmental laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement or other developments in Israel and in the United States could require us to make additional unforeseen expenditures. These expenditures and other costs for environmental compliance could have a material adverse effect on our business’s results of operations, financial condition and profitability. The range of reasonably possible losses from our exposure to environmental liabilities in excess of amounts accrued to date cannot be reasonably estimated at this time.

 

In addition, due to the nature of some of our production facilities and manufacturing processes, we and our officers and directors could be subject to claims, fines, orders and injunctions due to workplace accidents involving our employees. If our employees do not follow and we do not successfully enforce the safety procedures established in our facilities or otherwise do not meet the relevant laws and standards, our employees may be subject to work related injuries. Although we maintain workers’ compensation insurance, it may not provide adequate coverage against potential liabilities.

 

Other than as described above, we cannot predict whether we may become liable under environmental, product liability and health and safety statutes, rules, regulations and case law of the countries in which we operate. The amount of any such liability in the future or its impact on our business operation otherwise could be significant and may adversely impact our financial condition and results of operations.

 

A key element of our strategy is to expand our sales in certain markets, such as the United States. Failure to expand such sales would have a materially adverse effect on our future growth and prospects.

 

A key element of our strategy is to grow our business by expanding sales of our products in certain existing markets that we believe have high growth potential, as well as in selected new markets. In particular, we intend to continue to focus our growth efforts on the United States. We estimate that the penetration of engineered quartz surfaces to the total countertops market in the United States still has significant potential to grow. We face several challenges in generating demand for our products and brand in the United States or other markets, including driving consumers’ desire to use our quartz surfaces for their kitchen countertops and other interior settings. If the market for quartz surfaces in these regions does not develop as we expect, develops slower than expected or develops more at the lower price segment, our future growth, business, prospects, financial condition and operating results will be adversely effected. In addition, changes in the U.S. trade environment, including imposition of import tariffs or withdrawal from or revisions to international trade policies or agreements, may affect our growth potential globally, and further impact other markets in which we operate. See “—Competition from manufacturers of lower priced products may reduce our market share, alter consumer preferences and materially and adversely affect our results of operations and financial condition”. We may also face certain challenges in supplying materials to large retailers in these regions. For more information, see “—Cooperation with large retailers could introduce uncertainty into our sales volumes, having a materially adverse effect on our financial results. Additionally, our reliance on third-party suppliers to provide installation and fabrication services to large retailers could impair our relationship with our customers, which could also materially harm our business and results of operations.” Our success will depend, in large part, upon consumer acceptance and adoption of our products and brand in these markets, on the level of our execution, our go-to market strategy and its implementation and the timely availability of our products across regions, and if we do not effectively expand into these markets, there could be an adverse impact on our sales and financial condition.

 

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Cooperation with large retailers entails risks that could adversely impact our sales volumes and impair our relationship with our customers, which could materially harm our business and results of operations.

 

Since 2013 and 2014, we supplied our products to IKEA in the U.S. and Canada, respectively, pursuant to exclusive agreements, which have been periodically extended. Pursuant to such agreements, we supply, fabricate and install countertops, primarily from our quartz surfaces, which are marketed by IKEA as private label. We expect that the IKEA agreements will continue to be extended and renewed beyond their current terms; however, there is no assurance that such renewal will be made on similar terms or at all. In case they are not renewed, with the cessation of our sales through IKEA U.S. and IKEA Canada, our revenue in the U.S. and Canada would significantly decrease. For more information on our sales through IKEA, see “ITEM 5: Operating and Financial Review and Prospects.”  Recently IKEA advised us that it amended its standard purchase agreement packages to be implemented between March and May 2020. We are currently in the process of finalizing such new agreements with IKEA in the U.S. and Canada.

 

In 2019 we began collaborating with Home Depot in the U.S. and during the fourth quarter of 2019 introduced Caesarstone branded products at all U.S. Home Depot stores. Currently, we are in the process of finalizing a new definitive agreement with Home Depot to solidify the terms of such collaboration. We expect that an agreement with Home Depot will be signed during 2020; however, there is no assurance of its commercial terms and continuation.

 

Our sales to any retailers, including IKEA and Home Depot, may be affected, among other things, by their sales and promotional events, the timing, scope and terms of which is determined exclusively by the retailers and can impact our sales volume. Accordingly, our sales through IKEA in the U.S. and Canada have been, and may continue to be, volatile, and we may not be able to maintain or increase such sales or to maintain its current profitability level. In particular, as a result of the coronavirus pandemic, governments across the world have and may continue to shut down non-essential businesses. Recently IKEA announced the temporary closing of several of its stores in the U.S. in response to the pandemic and it may continue to shut down additional sites across the world. If these patterns continue, our sales volumes could decrease and our business would be materially and adversely impacted. See also “—The recent outbreak of the novel coronavirus (COVID-19) could impact end-consumers and the global economy in general, lower demand for our products, disrupt our operations and materially and adversely affect our business and results of operations” and “—Disturbances to our operations or the operations of our suppliers, distributors, customers, consumers or other third parties could materially adversely affect our business”.

 

We have entered into arrangements with third parties for the supply of fabrication and installation services to IKEA and we may enter into such agreements with other third parties, in addition to or in lieu of the existing ones. The success of these third-party relationships may impact our supply of countertops, inventory levels, quality and service level standards and ability to manage the installation and fabrication of countertops to meet customers’ demands and at reasonable prices. If we are unable to successfully manage the installation and fabrication services performed for us by these third-party fabricators and installers, we may experience relatively high waste of our products used by fabricators for such works, and complaints from end-consumers with respect to supply time, quality and service level of the fabrication and installation, including defects and damages. Such risks could expose us to warranty-related damages, which if not covered back-to-back by the fabricators engaged by us, could have a materially adverse effect on our financial results, reputation and brand position and lead to the termination of our agreements with IKEA.

 

We may encounter significant delays in manufacturing if we are required to change the suppliers for the raw materials used in the production of our products.

 

Our principal raw materials are quartz, polyester and pigments. We acquire quartz from quartz manufacturers from Turkey, India, Israel and a number of European countries. We typically transact business with our quartz suppliers on an annual framework basis, under which we execute purchase orders from time to time. In 2019, approximately 61% of our quartz was imported from several suppliers in Turkey and we expect a slightly lower level in 2020 as we continue to develop additional quartz sources. We acquire polyester from several suppliers, mainly from Europe, on an annual framework basis, or on a purchase order basis based on our projected needs for the subsequent one to three months. We acquire other raw materials used in our products from a limited number of suppliers on a purchase order basis. Suppliers are typically unwilling to agree to preset prices for periods longer than a quarter, and their prices may be volatile.

 

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We cannot be certain that any of our current suppliers will continue to provide us with the quantities of raw materials that we require or satisfy our anticipated specifications and quality requirements. We may also experience a shortage of such materials if, for example, demand for our products increases. For instance, in recent years, there have been significant tensions between Turkey and the State of Israel that have raised questions as to whether commercial arrangements between companies in these countries would be adversely impacted to a material extent. If tensions between Turkey and Israel worsen, our Turkish suppliers may not provide us with quartz shipments. If our Turkish quartz suppliers fail to perform in accordance with our arrangements, we may not be successful in enforcing them.

 

If we are unable to agree upon prices with suppliers of our raw materials, or effectively enforce the terms of any verbal or written agreements or understandings, which we may have with any of them, our suppliers could cease supplying us with the raw materials required for our products. If our supply of quartz, polyester and other raw materials is adversely impacted to a material extent or if, for any other reason, any of our suppliers does not perform in accordance with our agreements with them, if any, or ceases supplying us with the relevant material, for any reason, we would need to locate and qualify alternate suppliers. This could result in substantial delays in manufacturing, increase our costs, negatively impact the quality of our products or require us to adjust our products and our manufacturing processes. Any such delays in or disruptions to the manufacturing process could materially and adversely impact our reputation, revenues and results of operations as well as other business aspects, such as our ability to serve our customers and meet their order requests.

 

For more information with regards to suppliers of raw materials used in our products, see “ITEM 4.B: Information on the Company—Business Overview—Raw materials and Service Provider Relationships.”

 

If we do not manage our inventory effectively, our results of operations could be materially adversely affected.

 

We must manage our inventory effectively in order to meet the demand for our products. If our forecasts for any specific stock keeping unit (SKU) exceed actual demand, we could experience excess inventory, resulting in increased logistic costs. If we ultimately determine that we have excess inventory, we may have to reduce our prices and write-down inventory which could have an adverse effect on our business, financial condition and results of operations. If we have insufficient inventory levels, we may not be able to respond to the market demand for our products, resulting in reduced sales and market share.

 

We may pursue a wider product offering, including introducing new products and materials, which may be unsuccessful, and may divert management’s attention and negatively affect our margins and results of operations.

 

Our competitive advantage is due, in part, to our ability to develop and introduce innovative new and improved products and to strengthen our brand. To maintain such advantage, we may introduce new surface materials, introduce quartz surfaces designated for certain market segments under Caesarstone or another brand, and diversify our existing products offering through complementary products. Introducing new products involves uncertainties, such as predicting changing consumer preferences, developing, manufacturing, marketing and selling new technologies, products and materials, and entering into new market segments. Even if we decide to introduce new products and enter new markets, whether through cooperation with third party manufacturers or manufacturing at our own facilities, we may not be successful in capturing the market share dominated by competitors in this area, offer innovative alternatives ahead of the competition or maintain the strength of our brand. Such new initiatives may require increased time and resources from our management, result in higher than expected expenses and have a material adverse effect on our margins and results of operation.

 

Our operating results may suffer due to our failure to manage our international operations effectively or due to regulatory changes in international jurisdictions where we operate.

 

Our products are sold in approximately 50 countries throughout the world, our raw materials, equipment and machinery are acquired in different countries, our products are manufactured in Israel and the United States and our global management operates from Israel. We are therefore subject to risks associated with having international operations and expanding globally. Accordingly, our sales, purchases and operations are subject to risks and uncertainties, including:

 

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fluctuations in exchange rates;

 

 

fluctuations in land and sea transportation costs, as well as delays in transportation and other time-to-market delays, including as a result of strikes;

 

 

unpredictability of foreign currency exchange controls;

 

 

compliance with unexpected changes in regulatory requirements;

 

 

compliance with a variety of regulations and laws in each relevant jurisdiction;

 

 

difficulties in collecting accounts receivable and longer collection periods;

 

 

changes in tax laws and interpretation of those laws;

 

 

taxes, tariffs, quotas, custom duties, trade barriers and other similar restrictions on our sales, purchases and exports which could be imposed by certain jurisdictions;

 

 

negative or unforeseen consequences resulting from the introduction, termination, modification, or renegotiation of international trade agreements or treaties or the imposition of countervailing measures or antidumping duties or similar tariffs;

 

 

difficulties enforcing intellectual property and contractual rights in certain jurisdictions; and

 

 

economic changes, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, strikes and other economic or political uncertainties.

 

Significant political developments could also have a materially adverse effect on us. In the United States, due to our substantial sales, distribution, import and manufacturing operations, potential or actual changes in fiscal, tax and labor policies could have uncertain and unexpected consequences that materially impact our business, results of operations and financial condition.

 

Tariffs, taxes or other trade barriers could require us to change manufacturing sources, reduce prices, increase spending on marketing or product development, withdraw from or not enter certain markets or otherwise take actions that could be adverse to us. For example, in the United States, the Trump administration has imposed tariffs on imports from China, Mexico, Canada and other countries, and has expressed support for greater restrictions on free trade and increase tariffs on goods imported into the United States. Changes in U.S. political, regulatory and economic conditions or in its policies governing international trade and foreign manufacturing and investment in the U.S. could adversely affect our sales in the U.S. In Europe, the U.K. formally exited the European Union (“E.U.”) on January 31, 2020 (“Brexit”). The European Commission and the U.K. government announced a withdrawal agreement providing for a transition period ending on December 31, 2020 (which may be extended for up to 2 years) during which E.U. law is applicable to and in the U.K., however, significant uncertainty exists as to the scope, nature and terms of any future relationship, and potentially divergent national laws and regulations may result. Although the E.U. is not a key market of ours, Brexit has and for the foreseeable future will continue to adversely affect economic and market conditions in the U.K., the E.U. and its member states and elsewhere, and contribute to uncertainty and instability in global financial markets, which may adversely affect our business and financial condition to the extent the global economy or home renovation, remodeling and construction sectors are negatively impacted or harm our ability to further expand into the European and U.K. markets.

 

The regulatory framework for privacy and data security issues worldwide is currently in flux and is likely to remain so for the foreseeable future. A failure by us or a third-party contractor providing services to us to comply with applicable privacy and data security laws and regulations may result in sanctions, statutory or contractual damages or litigation.

 

The widespread outbreak of certain diseases, such as the recent coronavirus (COVID-19) pandemic, may adversely affect our business, disrupt our ability to manufacture products and impact the operations of our customers and modes of shipping, any of which could lead to reduction in customer orders and sales to certain regions and end-markets. See also “—The recent outbreak of the novel coronavirus (COVID-19) pandemic could impact end-consumers and the global economy in general, lower demand for our products, disrupt our operations and materially and adversely affect our business and results of operations” and “—Disturbances to our operations or the operations of our suppliers, distributors, customers, consumers or other third parties could materially adversely affect our business”.

 

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All of these risks could also result in increased costs or decreased revenues, either of which could have a materially adverse effect on our profitability. As we continue to expand our business globally, we may have difficulty anticipating and effectively managing these and other risks that our global operations may face, which may materially and adversely affect our business outside of Israel and our financial condition and results of operations.

 

Changes in trade policy in the United States and other countries, the imposition of tariffs and the resulting consequences, may materially adversely impact our business, results of operations and financial condition.

 

The U.S. government has indicated and demonstrated its intent to alter its approach to international trade policy through the renegotiation, and potential termination, of certain existing bilateral or multi-lateral trade agreements and treaties with, and the imposition of tariffs on a wide range of products and other goods from, a number of countries. In particular, the U.S. government has implemented tariffs on a significant number of products manufactured in China, and as recently as September 1, 2019, the President Trump administration raised tariffs on $300 billion worth of Chinese goods imported into the U.S. Given the unpredictable nature of the U.S.-China relationship and its sizable impact on global economic stability, our business and operating success may be materially adversely affected if recent normalization attempts by these two countries do not endure and additional tariffs or other restrictions on free trade are imposed by either country. In addition, we have been and may continue to be affected by antidumping and countervailing duty orders by the DOC and ITC that prevent Chinese, Indian and Turkish importers from selling quartz surface products at less than fair value in the U.S. For more information, see “—If we are unable to compete with lower-priced products perceived as comparable to ours, our market share may decrease and our financial results may be adversely and materially impacted.”

 

 The steps that we have taken to protect our brand, technology and other intellectual property may not be adequate, and we may not succeed in preventing others from appropriating our intellectual property.

 

We believe that our trademarks (registered and unregistered) are important to our brand, success and competitive position. We anticipate that, as the quartz surface market becomes increasingly competitive, maintaining and enhancing our brand, proprietary technology and other intellectual property may become more important, difficult and expensive. In the past, some of our trademark applications for certain classes of applications of our products have been rejected or opposed in certain markets. We have in the past, are currently, and may in the future be, subject to opposition proceedings with respect to applications for registration of our intellectual property, such as our trademarks. As with all intellectual property rights, such application may be rejected entirely or awarded subject to certain limitations such as territories, any current or future markets or applications. These limitations to registering our brand names and trademarks in various countries and applications may restrict our ability to promote and maintain a cohesive brand throughout our key markets, which could materially harm our competitive position and materially and adversely impact our results of operations. Additionally, if we are unsuccessful in challenging a third party’s products on the basis of trademark infringement, continued sales of such products could materially and adversely affect our sales and our brand and result in the shift of consumer preference away from our products.

 

There can be no assurance that new or pending patent applications for our technologies and products will be approved in a timely manner or at all, or that, if granted, such patents will effectively protect our intellectual property. There can be no assurance that we will develop patentable intellectual property in the future, and we have chosen and may further choose not to pursue patents for innovations that are material to our business.

 

While we continue to make significant investments in innovating the design of our products and register design patents on selected models, it may not be adequate to prevent our competitors from imitating our designs and copying our innovative ideas.

 

Despite our efforts to execute confidentiality agreements with our consultants, suppliers, customers, employees and managers, our know-how and trade secrets could be disclosed to third parties, which could cause us to lose any competitive advantage resulting from such know-how or trade secrets, as well as related intellectual property protections in certain cases.

 

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The actions we take to establish and protect our intellectual property may not be adequate to prevent unlawful copy and use of our technology by third parties or imitation of our products and the offering of them under our trademarks by others. These actions may also not be adequate to prevent others, including our competitors, from obtaining intellectual property rights overcoming ours, and limiting or blocking the production and sales of our existing or future products and applying certain technologies. Our competitors may seek to limit our marketing and offering of products relying on their alleged intellectual property rights.

 

We may face significant expenses and liability in connection with the protection of our intellectual property rights in and outside the United States. The laws of certain foreign countries may not protect intellectual property rights to the same extent as the laws of the United States.

 

Third parties have claimed, and may from time to time claim, that our current or future products infringe their patent or other intellectual property rights. Under such circumstances, we may be required to expend significant resources in order to contest such claims and, in the event that we do not prevail, we may be required to seek a license for certain technologies, develop non-infringing technologies or stop the sale of some of our products. In addition, any future intellectual property litigation, regardless of its outcome, may be expensive, divert the efforts of our personnel and disrupt or damage relationships with our customers.

 

For more information, see “ITEM 4.B: Information on the Company—Business Overview—Intellectual Property”.

 

Our directors and executive officers who are members of Kibbutz Sdot-Yam and Tene may have conflicts of interest with respect to matters involving the Company.

 

As of March 18, 2020, Kibbutz Sdot-Yam (the “Kibbutz”), together with Tene Investment in Projects 2016 Limited Partnership (“Tene”), being parties to a voting agreement, beneficially owned 40.8% of our shares. Both the Kibbutz and Tene are deemed our controlling shareholders under the Israeli Companies Law. The Kibbutz and Tene also agreed to use their best efforts to prevent any dilutive transactions that would reduce the Kibbutz’s holdings in us below 26% on a fully diluted basis and to cause that at least four directors on behalf of the parties are elected to our board of directors. For more information, see “ITEM 7.A. Major Shareholders and Related Party Transactions—Major Shareholders.” Two members of our board of directors and a number of our key employees are members of the Kibbutz. Certain of these individuals also serve in different positions in the Kibbutz, including business manager of the Kibbutz. Such individuals have fiduciary duties to both us and Kibbutz Sdot-Yam. As a result, our directors and executive officers who are members of the Kibbutz may have real or apparent conflicts of interest on matters affecting both us and the Kibbutz and, in some circumstances, such individuals may have interests adverse to us. For example, in the annual general meeting of our shareholders held in December 2015, the Kibbutz opposed the independent nominees our board of directors proposed to nominate to the board and suggested two alternative nominees identified by the Kibbutz as independent. In addition, two members of our board of directors, including the chairman of the board of directors, also serve as partners in Tene. Since these individuals have fiduciary duties to both us and Tene, there may be real or apparent conflicts of interest in this respect as well. See “ITEM 6.A: Directors, Senior Management and Employees—Directors and Senior Management.”

 

We have experienced quarterly fluctuations in revenues and net income as a result of seasonal factors and building construction cycles, which are hard to predict with certainty.

 

Our results of operations are impacted by seasonal factors, including construction and renovation cycles. In 2019, the second and third quarters of the year exhibit higher sales volumes than first and fourth quarters because demand for quartz surface products is generally higher during the summer months in the northern hemisphere when the weather is more favorable for new construction and renovation projects, as well as due to efforts to complete such projects before the beginning of the new school year. Conversely, the first and fourth quarters are impacted by a slowdown in new construction and renovation projects during the winter months as a result of adverse weather conditions in the northern hemisphere, and, depending on the date of the spring and winter holidays in Israel in a particular year, sales in Israel might be impacted due to such holidays. Similarly, sales during the first quarter in Australia are negatively impacted by fewer construction and renovation projects due to public holidays. In the second and third quarter of 2019, we generated 10.0% and 11.4 % more revenue and a 64.7 % and 93.6% higher adjusted EBITDA than the first quarter of 2019. Adverse weather in a particular quarter or a prolonged winter period can also impact our quarterly results. Our future results of operations may experience substantial fluctuations from period to period as a consequence of such adverse weather. Increased or unexpected quarterly fluctuations in our results of operations may increase the volatility of our share price and cause declines in our share price even if they do not reflect a change in the overall performance of our business.

 

Our limited resources and significant competition for business combination or acquisition opportunities may make it difficult for us to complete a combination or acquisition, and any combination or acquisition that we complete may disrupt our business and fail to achieve our intended objectives.

 

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While we believe there are a number of target businesses we might consider acquiring, including, in certain instances, our distributors, manufacturers of quartz surfaces and other surfaces like ceramic, we may be unable to persuade those targets of the benefits of a combination or acquisition. Our ability to compete with respect to a combination with or acquisition of certain larger target businesses will be determined by, among other factors, our available financial resources. This inherent competitive limitation may give others an advantage in pursuing such combinations or acquisitions.

 

Any combination or acquisition that we effect will be accompanied by several risks, including, but not limited to:

 

 

the difficulty of integrating the operations and personnel of the acquired business;

 

the potential disruption of our ongoing business;

 

the potential distraction of management;

 

expenses related to the acquisition;

 

potential unknown liabilities associated with acquired businesses;

 

challenges integrating completed combinations or acquisitions in an efficient and timely manner; and

 

failure to realize the expected synergies or benefits in connection with a future combination or acquisition.

 

If we are not successful in completing combinations or acquisitions that we pursue in the future, we may incur substantial expenses and devote significant management time and resources without a successful result. Acquisitions which may include the expansion of our business into new products, like ceramic, and new applications, could distract the attention of management, impose high expenses and investments and expose our business to additional risks. Such acquisitions carry further risks associated with the entry into new business lines in which we do not have prior experience, and there can be no assurance that any such business expansion would be successful. In addition, future combinations or acquisitions could require the use of substantial portions of our available cash, incur significant debt that could impact the way that we run our business, or result in dilutive issuances of securities. These factors could each adversely impact our share price and, additionally, our share price may be adversely impacted if the market assesses that we overpaid for a particular acquisition.

 

From time to time, we are subject to litigation, disputes or other proceedings, which could result in unexpected expenses and time and resources that could have a materially adverse impact on our results of operation, profit margins, financial condition and liquidity.

 

We are currently involved in several legal disputes, including against certain fabricators and their employees in Israel, Australia and Spain, as further detailed in “ITEM 8.A: Financial Information—Consolidated Financial Statements and Other Financial Information—Legal Proceedings.” In addition, from time to time, we are involved in other legal proceedings and claims in the ordinary course of business related to a range of matters, including contract law, intellectual property rights, employment, product liability and warranty claims, and claims related to modification and adjustment or replacement of product surfaces sold.

 

The outcome of litigation and other legal matters is always uncertain, and the actual outcome of any such proceedings may materially differ from estimates. An adverse ruling in these proceedings could have a materially adverse effect on us. If we are unsuccessful in defending such claims or elect to settle any of these claims, we could incur material costs and could be required to pay varying amounts of monetary damages, some of which may be significant, and/or incur other penalties or sanctions, some or all of which may not be covered by insurance. Although we maintain product liability insurance, we cannot be certain that our coverage, if applicable, will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. These material costs could have a materially adverse effect on our business, results of operations and financial condition.

 

Our distributors’ actions may have a materially adverse effect on our business and results of operations. Our results of operations may be further impacted by the actions of our re-sellers.

 

Sales to third-party distributors accounted for 8.5% of our revenues in 2019. In our indirect markets, we depend on the success of the selling and marketing efforts of our third-party distributors, and any disruption in our distribution network could materially impair our ability to sell our products or market our brand, which could materially and adversely affect our business and results of operations. As we have limited control over these distributors, their actions could also materially harm our brand and company reputation in the marketplace.

 

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In the majority of our distribution arrangements, we operate on the basis of an initial agreement or general terms of sale or, in certain cases, without any agreement, in writing or at all. The lack of a written agreement with many of our distributors may lead to ambiguities, costs and challenges in enforcing terms of such arrangements, including where we wish to terminate early due to the distributor’s failure to meet annual sales targets. We have experienced difficulties, including litigation, in connection with the termination of certain of our distributors due to disputes regarding their terms of engagement. See “ITEM 8.A: Financial Information—Consolidated Financial Statements and Other Financial Information—Legal proceedings.” Additionally, we may be unable to distribute our products through another distributor within the territory during the period in which we must give prior termination notice, or to identify and retain new distributors upon termination, which may materially and adversely impact our market share, results of operations, relationships with our customers and end-consumers and brand reputation. Because some of our distributors operate on nonexclusive terms, distributors may also distribute competitors’ quartz surfaces or other surface materials, which may cause us to lose market share. If we opt to distribute our products directly upon termination of existing arrangements with our distributors, ramping up our logistics and shipping capabilities could require significant time and financial commitments, which could materially and adversely impact our market share and results of operations. We cannot assure you that we will be able to successfully transition to direct distribution in a timely or profitable manner.

 

In the U.S., we supply our products in part to sellers who in turn re-sell them to fabricators, contractors, developers and builders. Certain actions by such third parties may also materially harm our brand and reputation.

 

The termination of arrangements with distributors and re-sellers may lead to litigation, resulting in significant legal fees for us and detracting our management’s effort, time and resources. In addition, our distributors and re-sellers generally disclose to us sales volumes and other information on a monthly or quarterly basis. Inaccurate sales forecasts, on which we have already relied on in our production planning or our failure to understand correctly the information in a sales report could cause significant, unexpected volatility in our sales and may impact our ability to make plans regarding our supply chain. Any of these events could materially and adversely affect or cause unexpected fluctuations in our results of operations.

 

Disruptions to or our failure to upgrade and adjust our information technology systems globally, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.

 

We believe that an appropriate information technology (“IT”) infrastructure is important in order to support our daily operations and the growth of our business. To this end, we are implementing a digital transformation within the Company to better streamline processes and support our business strategy. Our technological and digital investments are geared towards operational enhancements in supply chain management and production, along with improvement of our go-to-market tools.

 

If we experience difficulties in implementing new or upgraded information systems or experience significant system failures, or if we are unable to successfully modify our management information systems or respond to changes in our business needs, we may not be able to effectively manage and grow our business, and we may fail to meet our reporting obligations. Additionally, if our current back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not be able to effectively recover our information system in the event of a crisis, which may materially and adversely affect our business and results of operations.

 

In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years. Although we take steps designed to secure our IT infrastructure and sensitive data, we can provide no assurance that our current IT system or any updates or upgrades thereto, the current or future IT systems of our distributors or re-sellers or the IT systems of online paying agents that we use or may use in the future, are fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar risks.

 

 21

 

 

We have experienced and expect to continue to experience actual and attempted cyber-attacks of our IT networks, such as through phishing scams and ransomware. Although none of these actual or attempted cyber-attacks has had a material adverse impact on our operations or financial condition, we cannot guarantee that any such incidents will not have such an impact in the future. Furthermore, a cyber-attack that bypasses our IT security systems or those of our distributors, re-sellers, online paying agents or other third party contractors, causing an IT security breach, could lead to a material disruption of our information systems, the loss of business information and loss of service to our customers. There is no assurance that we will be insulated from claims relating to cyber-attacks or withstand legal challenges in relation to our agreements with third parties. Additionally, we have access to sensitive information relating to our employees as well as business partners and customers in the ordinary course of business. Any failure or perceived failure by us, or our third-party contractors on our behalf, to comply with local and foreign laws regarding privacy and data security, as well as contractual commitments in this respect, may result in governmental enforcement actions, fines, or litigation, which could have an adverse effect on our reputation and business. If a significant data breach occurred, our reputation could be materially and adversely affected, confidence among our customers may be diminished, or we may be subject to legal claims, any of which may contribute to the loss of customers and have a material adverse effect on us. To the extent that such disruptions or uncertainties result in delays or cancellations of customer orders or the manufacture or shipment of our products, or in theft, destruction, loss, misappropriation or release of our confidential data or our intellectual property, our business and results of operations could be materially and adversely affected.

 

These risks will increase as we increase our cooperation with and reliance on third party contractors that provide cloud solutions and store increasingly large amounts of data, as part of our digital focus and enhancement of go to market tools.

 

Legislative or regulatory action in these areas is also evolving, and we may be unable to adapt our IT systems or to manage the IT systems of third parties to accommodate these changes. Increasing regulatory focus on information security and data privacy issues and expanding laws in these areas may result in increased compliance costs and expose us to increased liability. Globally, new and emerging laws, such as the General Data Protection Regulation (“GDPR”) in Europe and state laws in the U.S. on privacy, data and related technologies, such as the California Consumer Privacy Act (“CCPA”), create new compliance obligations, create new private rights of action and expand the scope of potential liability, either jointly or severally with our customers and suppliers. The GDPR, which became effective on May 25, 2018, imposed new compliance obligations for the collection, use, retention, security, processing, transfer and deletion of personally identifiable information of individuals and created enhanced rights for individuals. The CCPA, which grants expanded rights to access and delete personal information, and the right to opt out of the sale of personal information, among other things, became effective on January 1, 2020. These and any other new and emerging laws and regulations, may force us to bear the burden of more onerous obligations in our contracts or otherwise increase our potential liability to customers, regulators, or other third parties.

 

Cybersecurity and complying with personal data rights pose economic, operational and reputational risks. If we are unable to implement the technological and digital projects required to support our future growth and profitability in compliance with applicable rules and regulations, our business and results of operations will be materially adversely affected.

 

We may have exposure to greater-than-anticipated tax liabilities.

 

The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. We have applied the guidance in ASC 740, “Income Taxes” in determining our accrued liability for unrecognized tax benefits, which totaled approximately $4.9 million as of December 31, 2019. See also note 11 to our financial statements included elsewhere in this report. Although we believe our estimates are reasonable, the ultimate outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

 

We have entered into transfer pricing arrangements that establish transfer prices for our inter-company operations. However, our transfer pricing procedures are not binding on the applicable taxing authorities. The amount of income tax that we pay could be materially and adversely affected by earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates. From 2015 onward, our U.S. manufacturing operations also carry inter-company transactions at transfer prices and arrangements set by us. We cannot be certain that tax authorities will not disfavor our inter-company arrangements and transfer prices in the relevant jurisdictions. Taxing authorities outside of Israel could challenge our allocation of income between us and our subsidiaries and contend that a larger portion of our income is subject to tax in their jurisdictions, which may have higher tax rates than the rates applicable to such income in Israel. Any adjustment in one country while not followed by counter-adjustment in the other country, may lead naturally to double taxation for the group. Any change to the allocation of our income as a result of review by such taxing authorities could have a negative effect on our operating results and financial condition.

 

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Our facilities in Israel receive different tax benefits as “Preferred Enterprises” under the Israeli Law for the Encouragement of Capital Investments, 1959 (“Investment Law”), with our production lines qualifying to receive different grants and/or reduced company tax rates. Therefore, some of our production lines also receive tax benefits based on our revenues and the allocation of those revenues between the two facilities in Israel. As a result, the Israeli taxing authorities could challenge our allocation of income between these two facilities and contend that a larger portion of our income is subject to higher tax rates. In Israel, there are no tax benefits to production outside of the country. As such, our portion of taxable income in Israel that relates to the U.S. manufacturing facility will have no tax benefits. The ITA could challenge the allocation of income related to production in Israel and income related to production outside of Israel, which may result in significantly higher taxes. There are currently no legal regulations governing this allocation and certain of the ITA’s internal guidelines have ambiguities. Moreover, we may lose all of our tax benefits in Israel in the event that our manufacturing operations outside of Israel exceed certain production levels (currently set at 50% of the overall production and subject to future changes by the ITA).

 

In the United States, H.R. 1, originally known as the 2017 Tax Cuts and Jobs Act (the “TCJA”) made significant changes to the U.S. Internal Revenue Code, including a reduction in the federal income corporate tax rate from a top marginal rate of 35% to a flat rate of 21% and limitations on certain corporate deductions and credits. In addition, the TCJA requires complex computations to be performed that were not previously required in U.S. tax law, significant judgments to be made in interpretation of the provisions of the TCJA and significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the TCJA will be applied or otherwise administered that is different from our interpretation. Finally, foreign governments may enact tax laws in response to the TCJA that could result in further changes to global taxation and materially affect our financial position and results of operations. While we have provided the effect of the TCJA in our Consolidated Financial Statements as included in Note 12 to our financial statements included elsewhere in this report, the application of accounting guidance for various items and the ultimate impact of the TCJA on our business are currently uncertain.

 

We are entitled to a property tax abatement (starting in the 2014 tax year) with respect to our U.S manufacturing facility and the capital investment made in such facility for ten years at 100% and an additional five years at 50% subject to our satisfaction of certain qualifying terms with respect to headcount, average salaries paid to our employees and total capital investment amount in our U.S manufacturing facility. The tax abatement is granted pursuant to bond purchase loan agreements we entered into with the Development Authority of Bryan County. If we do not meet the qualifying terms of the bond, we will bear the applicable property tax, which will be recognized in our operating costs and which would materially and adversely impact our projected margins and results of operations. See “ITEM 4.D: Information on the Company—Property, Plants and Equipment.”

 

Certain U.S. holders of our ordinary shares may suffer adverse tax consequences if we or any of our non-U.S. subsidiaries are characterized as a “controlled foreign corporation”, or a CFC, under Section 957(a) of the Internal Revenue Code of 1986, as amended.

 

A non-U.S. corporation is considered a CFC if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation, is owned, or is considered as owned by applying certain constructive ownership rules, by United States shareholders who each own stock representing 10% or more of the vote or 10% or more of the value on any day during the taxable year of such non-U.S. corporation (“10% U.S. Shareholder”). Because our group includes one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as CFCs (regardless of whether or not we are treated as a CFC). Generally, 10% U.S. Shareholders of a CFC are required to report annually and include currently in its U.S. taxable income such 10% U.S. Shareholder’s pro rata share of the CFC’s “Subpart F income”, “global intangible low-taxed income”, and investments in U.S. property by CFCs, regardless of whether we make an actual distribution to such shareholders. “Subpart F income” includes, among other things, certain passive income (such as income from dividends, interests, royalties, rents and annuities or gain from the sale of property that produces such types of income) and certain sales and services income arising in connection with transactions between the CFC and a person related to the CFC. An individual that is a 10% U.S. Shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a 10% U.S. Shareholder that is a U.S. corporation. Failure to comply with these reporting obligations may subject a 10% U.S. Shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist investors in determining whether any of our non-U.S. subsidiaries is treated as a CFC or whether any investor is treated as a 10% U.S. Shareholder with respect to any such CFC or furnish to any 10% U.S. Shareholders information that may be necessary to comply with the aforementioned reporting and tax payment obligations. A United States investor should consult its tax advisors regarding the potential application of these rules to an investment in our ordinary shares.

 

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We depend on our senior management team and other skilled and experienced personnel to operate our business effectively, and the loss of any of these individuals could materially and adversely affect our business and our future financial condition or results of operations.

 

We are dependent on the skills and experience of our senior management team and other skilled and experienced personnel. These individuals possess strategic, managerial, sales, marketing, operational, manufacturing, logistical, financial and administrative skills that are important to the operation of our business. We have experienced and may continue to experience employee and management turnover. Retention of institutional knowledge and the ability to attract and retain personnel, as well as the ability to successfully onboard our senior management as a team comprised of several new members, are crucial for implementing our business strategy, without which our business and our future financial condition or results of operations could suffer materially and adversely. We do not carry key man insurance with respect to any of our executive officers or other employees. We cannot assure you that we will be able to retain all of our existing senior management personnel and key personnel or to attract additional qualified personnel when needed.

 

In addition, factors beyond our control may damage or disrupt the ability of our senior management or key employees to perform their critical roles in the Company. In particular, the ongoing coronavirus (COVID-19) pandemic may affect the health and livelihood of our management and employees. The pandemic has led governments in the jurisdictions in which we operate, including the location of our headquarters and manufacturing facilities, to implement reductions in onsite workforce, travel restrictions and individual quarantines. Such limitations may lead to significant changes in the operations of our business, such as reduction in number of shifts at our plants, reduced sales activity and lack of back office support, and materially adversely affect our business and financial condition. See also “—The recent outbreak of the novel coronavirus (COVID-19) could impact end-consumers and the global economy in general, lower demand for our products, disrupt our operations and materially and adversely affect our business and financial results” and “—Disturbances to our operations or the operations of our suppliers, distributors, customers, consumers or other third parties could materially adversely affect our business.

 

Risks related to our relationship with Kibbutz Sdot-Yam

 

Our headquarters and one of our two manufacturing facilities in Israel are located on lands leased by Kibbutz Sdot-Yam from the Israel Lands Administration and the Edmond Benjamin de Rothschild Caesarea Development Corporation Ltd. If we are unable to continue to lease such lands from Kibbutz Sdot-Yam, our business and future business prospects may suffer.

 

One of our manufacturing facilities, our headquarters and our research and development facilities are located on lands leased by the Kibbutz pursuant to two lease agreements between the Kibbutz and the Israel Lands Administration (“ILA”), and an additional lease agreement between the Kibbutz and the Edmond Benjamin de Rothschild Caesarea Development Corporation Ltd. (“Caesarea Development Corporation”).

 

The first lease agreement between Kibbutz Sdot-Yam and the ILA has been extended through 2060. The second agreement between Kibbutz Sdot-Yam and the ILA expired in late 2009, and in February 2017, the District Court approved a settlement pursuant to which the Kibbutz and the ILA will enter into a new lease agreement for a period of 49 years, with an option to renew for additional 49 years. Based on information we received from the Kibbutz, the parties are still in the process of finalizing the terms of the lease agreement. Previous agreements between Kibbutz Sdot-Yam and the ILA with respect to this property contained restrictions with respect to the use of the property by the Kibbutz. We cannot assure you that our current use of the property and the rights granted to us by Kibbutz Sdot-Yam pursuant to the land use agreement will not provide the ILA with the right to terminate the rights of Kibbutz Sdot-Yam to the property.

 

 24

 

 

The lease agreement between Kibbutz Sdot-Yam and the Caesarea Development Corporation permits Kibbutz Sdot-Yam to use the property for the community needs of Kibbutz Sdot-Yam and is in effect until year 2037. Caesarea Development Corporation charges Kibbutz Sdot-Yam based on the use of the relevant portion of the property for industrial purposes, and thus, has provided recognition to Kibbutz Sdot-Yam’s use of such portion of the property for industrial purposes.

 

Each of the ILA and the Caesarea Development Corporation may terminate their respective lease in certain circumstances, including if Kibbutz Sdot-Yam breaches its agreements therewith, commences proceedings to disband or liquidate, or in the event that Kibbutz Sdot-Yam ceases to be organized as a “kibbutz” as defined in the lease (meaning, a registered cooperative society classified as a kibbutz). If any of the leases and the rights of Kibbutz Sdot-Yam to use the properties described above terminate, we may be unable to maintain our operations on these lands, which would have a materially adverse effect on our operations.

 

For more information on these agreements, see “ITEM 7.B: Major Shareholders and Related Party Transactions—Related Party Transactions.”

 

Pursuant to certain agreements between us and Kibbutz Sdot-Yam, we depend on Kibbutz Sdot-Yam with respect to leasing the buildings and areas of our manufacturing facilities in Israel, acquiring new land as well as building additional facilities should we need them.

 

Our Bar-Lev facility is leased from Kibbutz Sdot-Yam pursuant to a land purchase and leaseback agreement effective as of September 1, 2012. The land purchase and leaseback agreement was simultaneously executed with a land use agreement pursuant to which Kibbutz Sdot-Yam permits us to use the site for a period of ten years with an automatic renewal for an additional ten years unless we provide Kibbutz Sdot-Yam two years’ advance notice that we do not wish to renew the lease.

 

Our Sdot-Yam facility, located in Kibbutz Sdot-Yam, is also leased from the Kibbutz, pursuant to a land use agreement effective as of March 2012 for a period of 20 years. We may not terminate the operation of either of the two production lines at our Sdot-Yam facility as long as we continue to operate production lines elsewhere in Israel. Additionally, our headquarters must remain at Kibbutz Sdot-Yam. As a result of these restrictions, our ability to reorganize our manufacturing operations and headquarters in Israel is limited. In addition, pursuant to the land use agreement we entered into with the Kibbutz with respect to our Sdot-Yam facility, in the event of a material change in the payments made by the Kibbutz to the ILA or the Caesarea Development Corporation, as of January 1, 2018 the Kibbutz may appoint an appraiser to reassess the fees we agreed to in the land use agreements. Recently, the Kibbutz requested to increase the fees related to the land lease agreement based on alleged additional covered areas used by us on the leased land and due to alleged material increase in the Kibbutz payments to the ILA and Caesarea Development Corporation. Following the assessment of an appointed appraiser and negotiations between us and the Kibbutz, it was agreed to increase the fees under such agreement.

 

Pursuant to the land use agreements between us and Kibbutz Sdot-Yam, subject to certain exceptions, if we need additional facilities on the land that we are permitted to use under such land use agreements, then, subject to obtaining the permits required by law, Kibbutz Sdot-Yam will build such facilities for us by using the proceeds of a loan that we will make to Kibbutz Sdot-Yam, which loan shall be repaid to us by off-setting the additional monthly payment that we would pay for such new facilities and, if not fully repaid during the lease term, upon termination thereof. As a result, we depend on Kibbutz Sdot-Yam to build such facilities in a timely manner. While Kibbutz Sdot-Yam is responsible under the agreement for obtaining various licenses, permits, approvals and authorizations necessary for our use of the property, with respect to our use of property in Sdot-Yam, we have waived any monetary recourse against the Kibbutz for failure to receive such licenses, permits, approvals and authorizations.

 

If we are unable to renew our existing lease agreements with the Kibbutz in the future, we may be required to move our Israeli facilities and headquarters to an alternate location. In addition, the Kibbutz may not be able, in a timely manner, to purchase additional land or build additional facilities that we may require due to increased demand for our products, or obtain the necessary licenses or permits for existing or current property. This could result in increased costs, substantial delays and disruptions to the manufacturing process, which could materially and adversely impact our reputation, revenues and results of operations as well as other business aspects, such as our ability to serve our customers and meet the existing or increased demand for our products. We may also suffer losses to the extent we have waived monetary recourse against the Kibbutz for failure to obtain licenses and permits for some of our currently leased property. For more information with respect to our agreements with Kibbutz Sdot-Yam, see “ITEM 7.B: Major Shareholders and Related Party Transactions—Related Party Transactions”.

 

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Regulators and other third parties may question whether our agreements with Kibbutz Sdot-Yam are no less favorable to us than if they had been negotiated with unaffiliated third parties.

 

Our headquarters, research and development facilities and our two manufacturing facilities in Israel are located on lands leased by Kibbutz Sdot-Yam. We have entered into certain agreements with Kibbutz Sdot-Yam pursuant to which Kibbutz Sdot-Yam provides us with, among other things, a portion of our labor force, electricity, maintenance, security and other services. We believe that such services are rendered to us in the normal course of business and they represent terms no less favorable than those that would have been obtained from an unaffiliated third party. Nevertheless, a determination with respect to such matters requires subjective judgments regarding valuations, and regulators and other third parties may question whether our agreements with Kibbutz Sdot-Yam are in the ordinary course of our business and are no less favorable to us than if they had been negotiated with unaffiliated third parties. As a result, the tax treatment for these transactions may also be called into question, which could have a materially adverse impact on our operating results and financial condition. See “ITEM 7.B: Major Shareholders and Related Party Transactions—Related Party Transactions.”

 

Under Israeli law, our board, audit committee and shareholders may be required to reapprove certain of our agreements with Kibbutz Sdot-Yam every three years, and their failure to do so may expose us to liability and cause significant disruption to our business.

 

The Companies Law requires that the authorized corporate organs of a public company approve every three years any extraordinary transaction in which a controlling shareholder has a personal interest and that has a term of more than three years, unless a company’s audit committee determines, solely with respect to agreements that do not involve compensation to a controlling shareholder or his or her relatives, in connection with services rendered by any of them to the company or their employment with the company, that a longer term is reasonable under the circumstances. Our implementation of this requirement with respect to the agreements entered into between us and Kibbutz Sdot-Yam may be challenged by regulators and other third parties.

 

Our audit committee has determined that the terms of all the agreements entered into between us and Kibbutz Sdot-Yam are reasonable under the relevant circumstances, except for the manpower agreement entered into between Kibbutz Sdot-Yam and us on January 1, 2011, as it relates to office holders, and the services agreement entered into between Kibbutz Sdot-Yam and us on July 20, 2011 (as amended). See “ITEM 7.B: Major Shareholders and Related Party Transactions—Related Party Transactions.” Our manpower agreement (as it relates to office holders) and our services agreement, each with Kibbutz Sdot-Yam, have been reapproved by our shareholders in November 2018 under the Companies Law requirements and are subject to re-approval in 2021.

 

If our audit committee, board and shareholders do not re-approve the manpower agreement and the services agreement in accordance with the Companies Law, or if it is determined that re-approval of our other agreements with Kibbutz Sdot-Yam is required every three years and the re-approval is not obtained, we will be required to terminate such agreements, which may be considered a breach under the terms of such agreements, and could expose us to damage claims and legal fees, and cause significant disruption to our business. In addition, we would be required to find suitable replacements for the services provided to us by Kibbutz Sdot-Yam under the manpower agreement and the service agreement, which may take time, and we can provide no assurance that we can obtain the same or better terms with a third party than those we have agreed to with Kibbutz Sdot-Yam.

 

Risks related to our ordinary shares

 

We cannot provide any assurance regarding the amount or timing of dividend payments.

 

In February 2018, we declared the distribution of a special cash dividend in the amount of $0.29 per share, paid on March 14, 2018, subject to withholding tax of 20%. We also adopted a dividend policy pursuant to which we pay a quarterly cash dividend in the range of $0.10- $0.15 per share (subject to the applicable tax) up to the lesser of 50% of the reported net income attributable to controlling interest (i) on a quarterly basis or (ii) on a year-to-date basis, subject in each case to the approval of our board of directors. Payments of dividends pursuant to the dividend policy are based on the recommendation of our board of directors, after taking into account applicable legal requirements under Israeli law, the benefit of the Company and its obligations, growth plans and contractual limitations under our credit agreements, and other factors that our board of directors may deem relevant. For the second and third quarters of 2018, we distributed cash dividends in the total amount of $0.30 per share subject to withholding tax of 20%. In the fourth quarter of 2019, we distributed a cash dividend in the amount of $0.15 per share subject to withholding tax of 20%. In February 2020, we revised our dividend policy to provide for a quarterly cash dividend of up to 50% of reported net income attributable to controlling interest on a year-to-date basis, less any amount already paid as dividend for the respective period (the “calculated dividend”), subject in each case to approval by the Company’s board of directors. In the event that the calculated dividend is less than $0.10 per share, no dividend shall be paid. We cannot provide assurances regarding the amount or timing of any dividend payments and may decide not to pay dividends in the future.

 

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The price of our ordinary shares may be volatile.

 

The market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result of many factors, including but not limited to (i) actual or anticipated fluctuations in our results of operations; (ii) variance in our financial performance from the expectations of market analysts; (iii) announcements by us or our competitors of significant business developments, changes in distributor relationships, acquisitions or expansion plans; (iv) changes in the prices of our raw materials or the products we sell; (v) our involvement in litigation; (vi) our sale of ordinary shares or other securities in the future; (vii) market conditions in our industry; (viii) changes in key personnel; (ix) the trading volume of our ordinary shares; (x) changes in the estimation of the future size and growth rate of our markets; (xi)  changes in our board of directors, including director resignations; (xii) actions of investors and shareholders, including short seller reports and proxy contests; and (xiii) general economic and market conditions unrelated to our business or performance. See also “—The recent outbreak of the novel coronavirus (COVID-19) pandemic could impact end-consumers and the global economy in general, lower demand for our products, disrupt our operations and materially and adversely affect our business and results of operations”.

 

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. We have been in the past subject to a putative securities class action which was settled and covered by our insurance carriers. We cannot assure you that in the future we may not be subject to further litigation or that it will be fully covered by our insurance carriers.

 

If equity research analysts do not publish research or reports about our business or if analysts, including short sellers, issue unfavorable commentary or downgrade our ordinary shares, the price of our ordinary shares could decline. Additionally, we may fail to meet publicly announced financial guidance or other expectations about our business, which would cause our ordinary shares to decline in value.

 

The trading market for our ordinary shares relies in part on the research and reports that equity research analysts publish about us and our business. In 2019, two analysts discontinued research coverage of our business. If additional analysts do not establish research coverage, or if the current research analyst ceases coverage of our company or fails to publish reports on our Company regularly, we could lose visibility in the market and demand for our shares may decline, which might cause our share price and trading volume to decline. The price of our ordinary shares could also decline if one or more securities analysts downgrade our ordinary shares or if one or more of those analysts issue other unfavorable commentary. The market price for our ordinary shares has been in the past, and may be in the future, materially and adversely affected by statements made in reports issued by short sellers regarding our business model, our management and our financial accounting. We have also faced difficulty in the past accurately projecting our earnings and have missed certain of our publicly announced guidance. If our financial results for a particular period do not meet our guidance or if we reduce our guidance for future periods, the market price of our ordinary shares may decline. We have experienced in the past, and may experience in the future, a decline in the value of our shares as a result of the foregoing factors.

 

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The substantial share ownership position of Kibbutz Sdot-Yam and Tene will limit your ability to influence corporate matters.

 

As of March 18, 2020, Kibbutz Sdot-Yam and Tene beneficially owned 40.8% of our outstanding ordinary shares. As a result of this concentration of share ownership and their voting agreement described above, Kibbutz Sdot-Yam and Tene are considered controlling shareholders under the Israeli Companies Law, and, acting on their own or together, will continue to have significant voting power on all matters submitted to our shareholders for approval. These matters include:

 

 

the composition of our board of directors (other than external directors);

 

 

approving or rejecting a merger, consolidation or other business combination; and

 

 

amending our articles of association, which govern the rights attached to our ordinary shares.

 

This concentration of ownership of our ordinary shares could delay or prevent proxy contests initiated by other shareholders, mergers, tender offers, open-market purchase programs or other purchases of shares of our ordinary shares that might otherwise give you the opportunity to realize a premium over then-prevailing market price of our ordinary shares. The interests of Kibbutz Sdot-Yam or Tene may not always coincide with the interests of our other shareholders. This concentration of ownership may also lead to proxy contests. For example, prior to the voting arrangement between Tene and the Kibbutz, in connection with our annual general meeting of shareholders held in December 2015, Kibbutz Sdot-Yam issued a proxy to our shareholders, in which it opposed the independent nominees our board of directors proposed to nominate to the board and suggested two alternative nominees. Such initiatives, which may not coincide with the interests of our other shareholders, result in us incurring unexpected costs and could divert our management’s time and attention. This concentration of ownership may also materially and adversely affect our share price.

 

In recent years, Israeli issuers listed on securities exchanges in the United States have also been faced with governance-related demands from activist shareholders, unsolicited tender offers and proxy contests. Responding to these types of actions by activist shareholders could be costly and time-consuming for management and our employees, and could disrupt our operations or business model in a way that would interfere with our ability to execute our strategic plan.

 

As a foreign private issuer whose shares are listed on the Nasdaq Global Select Market, we may follow certain home country corporate governance practices instead of certain Nasdaq requirements.

 

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 rules of Nasdaq. As permitted under the Israeli Companies Law, our articles of association provide that the quorum for any ordinary meeting of shareholders shall be the presence of at least two shareholders present in person, by proxy or by a voting instrument, who hold at least 25% of the voting power of our shares instead of 33 1/3% of the issued share capital required under Nasdaq requirements. At an adjourned meeting, any number of shareholders constitutes a quorum.

 

In the future, we may also choose to follow Israeli corporate governance practices instead of Nasdaq requirements with regard to, among other things, the composition of our board of directors, compensation of officers and director nomination procedures. In addition, we may choose to follow Israeli corporate governance practice instead of Nasdaq requirements with respect to shareholder approval for certain dilutive events (such as for issuances 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) and for the adoption of, and material changes to, equity incentive plans. Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq corporate governance rules. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a U.S. company listed on the Nasdaq Global Select Market, may provide less protection than is accorded to investors of domestic issuers. See “ITEM 16G: Corporate Governance.”

 

As a foreign private issuer, we are not subject to the provisions of Regulation FD or U.S. proxy rules and are exempt from filing certain Exchange Act reports.

 

As a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and 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 annual and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, we are permitted to disclose limited compensation information for our executive officers on an individual basis and we are generally exempt from filing quarterly reports with the SEC under the Exchange Act. Moreover, we are not required to comply with Regulation FD, which restricts the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of the information. These exemptions and leniencies reduce the frequency and scope of information and protections to which you may otherwise have been eligible in relation to a U.S. domestic issuer.

 

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We would lose our foreign private issuer status if (a) a majority of our outstanding voting securities were either directly or indirectly owned of record by residents of the United States and (b)(i) a majority of our executive officers or directors were United States citizens or residents, (ii) more than 50% of our assets were located in the United States or (iii) our business were administered principally in the United States. Our loss of foreign private issuer status would make U.S. regulatory provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We would also be required to follow U.S. proxy disclosure requirements, including the requirement to disclose, under U.S. law, more detailed information about the compensation of our senior executive officers on an individual basis. We may also be required to modify certain of our policies to comply with accepted governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we would lose our ability to rely upon Nasdaq exemptions from certain corporate governance requirements that are available to foreign private issuers.

 

Our United States shareholders may suffer materially adverse tax consequences if we are characterized as a passive foreign investment company.

 

Generally, if for any taxable year, 75% or more of our gross income is passive income, or at least 50% of our assets are held for the production of, or produce, passive income, we would be characterized as a passive foreign investment company for United States federal income tax purposes. There can be no assurance that we will not be considered a passive foreign investment company for any taxable year. If we are characterized as a passive foreign investment company, our U.S. shareholders may suffer materially adverse tax consequences, including having gains realized on the sale of our ordinary shares treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received on our ordinary shares by individuals who are U.S. holders, and having interest charges apply to distributions by us and the proceeds of share sales. See “ITEM 10.E: Additional Information—Taxation—United States Federal Income Taxation—Passive foreign investment company considerations.”

 

The market price of our ordinary shares could be negatively affected by future sales of our ordinary shares.

 

As of March 18, 2020, we had 34,401,114 ordinary shares outstanding. This included approximately 14,029,494 ordinary shares, or 40.8% of our outstanding ordinary shares, beneficially owned by Kibbutz Sdot-Yam and Tene, which can be resold into the public markets in accordance with the restrictions of Rule 144, including volume limitations, applicable to resales by affiliates or holders of restricted securities.

 

Sales by us or by Kibbutz Sdot-Yam, Tene or other large shareholders of a substantial number of our ordinary shares in the public market, or the perception that these sales might occur, could cause the market price of our ordinary shares to decline or could materially impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.

 

Kibbutz Sdot-Yam and Tene may require us to effect a registered offering of up to an additional 11,440,000 shares under the Securities Act for resale into the public markets. All shares sold pursuant to an offering covered by such registration statement or statements will be freely transferable. See “ITEM 7.B: Major Shareholders and Related Party Transactions—Related Party Transactions—Registration rights agreement.”

 

In addition to these registration rights, as of March 18, 2020, 1,528,236 ordinary shares were reserved for issuance under our 2011 Incentive Compensation Plan (“2011 plan”) of which options to purchase 1,410,750 ordinary shares were outstanding, with a weighted average exercise price of $16.1 per share, and 117,486 restricted stock units (“RSUs”) were outstanding. To the extent they are covered by our registration statements on Form S-8, these shares may be freely sold in the public market upon issuance, except for shares held by affiliates who have certain restrictions on their ability to sell.

 

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Risks relating to our incorporation and location in Israel

 

If we fail to comply with Israeli law restrictions concerning employment of Jewish employees on Saturdays and Jewish holidays, we and our office holders may be exposed to administrative and criminal liabilities and our operational and financial results may be materially and adversely impacted.

 

We are subject to the Israeli Hours of Work and Rest Law, 1951 (“Rest Law”), which imposes certain restriction on the employment terms and conditions of our employees. Among others, the Rest Law prohibits the employment of Jewish employees on Saturdays and Jewish holidays, unless a permit is obtained from the Israeli Ministry of Economy and Industry (the “IMEI”). Employment of Jewish employees on such days without a permit constitutes a violation of the Rest Law. We received a permit from the IMEI to employ Jewish employees on Saturdays and Jewish holidays in connection with most of the production machinery in our Sdot-Yam facility, effective until December 31, 2020. There is no assurance that we will be able to maintain such permit while we do not actually employ Jewish employees on Saturdays, or, if cancelled by the IMEI, that we will be able to obtain such permit in the future.

 

If we are deemed to be in any violation of the Rest Law, we may be required to halt operations of our manufacturing facilities on Saturdays and Jewish holidays, we and our officers may be exposed to administrative and criminal liabilities, including fines, and our operational and financial results could be materially and adversely impacted. If we fail to obtain a permit in the future or if we are unable to employ only non-Jewish employees on Saturdays and Jewish holidays, we may be required to halt operations of our manufacturing facilities in Israel during such days, have less production capacity and as a result experience a materially adverse effect on our revenues and profitability.

 

Conditions in Israel could materially and adversely affect our business.

 

We are incorporated under Israeli law and our principal offices and two of our manufacturing facilities (Sdot-Yam and Bar-Lev) are located in Israel. Accordingly, political, economic and military conditions in Israel directly affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries. These conflicts involved missile strikes against civilian targets in various parts of Israel including most recently, central Israel, and negatively affected business conditions in Israel as well as home starts and the building industry in Israel.

 

Our facilities are in range of rockets that may be fired from Lebanon, Syria or the Gaza Strip into Israel. In the event that our facilities are damaged as a result of hostile action or hostilities otherwise disrupt the ongoing operation of our facilities, our ability to deliver products to customers could be materially and adversely affected. Our commercial insurance in Israel does not cover losses that may occur as a result of acts of war; however, losses as a result of terrorist attacks to our facilities and disruption to the ongoing operations, are covered by our insurance for damages of up to $40 million, if such damages are not covered by the Israeli government. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained and will be adequate in the event we submit a claim. Even if insurance is maintained and adequate, we cannot assure you that it will reduce or prevent any losses that may occur as a result of such actions or will be exercised in a timely manner to meet our contractual obligations with customers and vendors.

 

In addition, popular uprisings in various countries in the Middle East and North Africa have affected the political stability of those countries. Such instability may lead to deterioration in the political and trade relationships that exist between the State of Israel and these countries, such as Turkey, from which we import a significant amount of our raw materials. Moreover, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continues or increases. These restrictions may limit materially our ability to obtain raw materials from these countries or sell our products to companies and customers in these countries. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods. Such efforts, particularly if they become more widespread, may materially and adversely impact our ability to sell our products out of Israel.

 

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Our employees in Israel, generally males, including executive officers, may be called upon to perform military service on an annual basis until they reach the age of 40 (and in some cases, up to 45 or 49). In emergency circumstances, they could be called to immediate and prolonged active duty. Our operations could be disrupted by the absence of a significant number of our employees related to military service or the absence for extended periods of one or more of our key employees for military service. Such disruption could materially and adversely affect our business and results of operations. Additionally, the absence of a significant number of the employees of our Israeli suppliers and contract manufacturers related to military service may disrupt their operations, in which event our ability to deliver products to customers may be materially and adversely affected.

 

Any hostilities involving Israel or 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 materially and adversely affect our operations and product development, cause our revenues to decrease and materially harm the share price of publicly traded companies with operations in Israel, such as us.

 

In early January 2020, certain events contributed to an increase in hostilities between the United States and Iran, and as a result Iran issued multiple public statements threatening to attack Israel and the United States. These events, coupled with the already mounting tensions between Israel and Iran, may threaten to destabilize the Middle East on a political level, the result of which may impact our ability to conduct our business effectively.

 

On Israel’s domestic front there is currently a level of unprecedented political instability. The Israeli government has been in a transitionary phase since December of 2018, when the Israeli Parliament, or the Knesset, first resolved to dissolve itself and call for new general elections. In 2019, Israel held general elections twice – in April and September – and a third general election in March 2020. The Knesset, for reasons related to this extended political transition, has failed to pass a budget for the year 2020, and certain government ministries, which may be critical to the operation of our business, are without necessary resources and may not receive sufficient funding moving forward. Given the likelihood that the current political stalemate might not be resolved during the next calendar year, our ability to conduct our business effectively may be adversely materially affected.

 

Our operations may be affected by negative economic conditions or labor unrest in Israel.

 

General strikes or work stoppages, including at Israeli sea ports, have occurred periodically or have been threatened in the past by Israeli trade unions due to labor disputes. These general strikes or work stoppages may have a materially adverse effect on the Israeli economy and on our business, including our ability to deliver products to our customers and to receive raw materials from our suppliers in a timely manner. These general strikes or work stoppages, in Israel or in other countries where we, our subsidiaries, suppliers and distributors operate, may prevent us from shipping raw materials and equipment required for our production and shipping our products by sea or otherwise to our customers, which could have a materially adverse effect on our results of operations.

 

Since none of our employees work under any collective bargaining agreements, extension orders issued by the IMEI apply to us and affect matters such as cost of living adjustments to salaries, length of working hours and work week, recuperation pay, travel expenses, and pension rights. Any labor disputes over such matters could result in a work stoppage or strikes by employees that could delay or interrupt our output of products. Any strike, work stoppages or interruption in manufacturing could result in a failure to meet contractual obligations or in delays, including in our ability to manufacture and deliver products to our customers in a timely manner, and could have a materially adverse effect on our relationships with our distributors and on our financial results.

 

If a union of our employees is formed in the future, we may enter into a collective bargaining agreement with our employees, which may increase our costs and limit our managerial freedom, and if we are unable to reach a collective bargaining agreement, we may become subject to strikes and work stoppages, all of which may materially and adversely affect our business.

 

The tax benefits that are available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes.

 

Some of our Israeli facilities have been granted “Approved Enterprise” status by the Israeli Authority for Investment and Development of the Industry and Economy (“Investment Center”) or have the status of a “Beneficiary Enterprise” or “Preferred Enterprise” which provides us with investment grants (in respect of certain Approved Enterprise programs) and makes us eligible for tax benefits under the Investment Law.

 

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In order to remain eligible for the tax benefits of an “Approved Enterprise”, a “Beneficiary Enterprise” and/or a “Preferred Enterprise” we must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended, and in certificates of approval issued by the Investment Center (in respect of Approved Enterprise programs), which may include, among other things, selling more than 25% of our products to markets of over 14 million residents in 2012 (such export criteria will further be increased in the future by 1.4% per annum) in a specific tax year, making specified investments in fixed assets and equipment, financing a percentage of those investments with our capital contributions, filing certain reports with the Investment Center, complying with provisions regarding intellectual property and the criteria set forth in the specific certificate of approval issued by the Investment Center or the ITA. If we do not meet these requirements, the tax benefits could be canceled and we could be required to refund any tax benefits and investment grants that we received in the past adjusted to the Israeli consumer price index and interest, or other monetary penalties. Further, in the future, these tax benefits may be reduced or discontinued. If these tax benefits are cancelled, our Israeli taxable income would be subject to regular Israeli corporate tax rates. The standard corporate tax rate for Israeli companies is 23% in 2018 and thereafter.

 

Effective as of January 1, 2011, the Investment Law was amended (“Amendment No. 68” or the “2011 Amendment”). Under Amendment No. 68, the criteria for receiving tax benefits were revised. In the future, we may not be eligible to receive additional tax benefits under this law. The termination or reduction of these tax benefits would increase our tax liability, which would reduce our profits. Additionally, if we increase our activities outside of Israel through acquisitions, for example, our expanded activities might not be eligible to be included in future Israeli tax benefit programs. We may lose all of our tax benefits in Israel in the event that our manufacturing operations outside of Israel exceed certain production levels (currently set at 50% of the overall production and subject to future changes by the ITA). We do not foresee such circumstances as probable in the coming years. Those tax rates between 2014 and 2016 were 16% for the portion of our income related to the Sdot-Yam manufacturing facility and 9% for the portion of our income related to the Bar-Lev manufacturing facility. From 2017 onward, the tax rate for the portion of our income related to the Bar-Lev manufacturing facility was reduced to 7.5% and Sdot-Yam tax rate remains unchanged.

 

Finally, in the event of a distribution of a dividend from the tax-exempt income described above, we will be subject to tax at the corporate tax rate applicable to our Approved Enterprise’s and Beneficiary Enterprise’s income on the amount distributed (grossed-up to reflect the pre-tax income that it would have had to earn in order to distribute the dividend) in accordance with the effective corporate tax rate that would have been applied had we not relied on the exemption. In addition to the reduced tax rate, a distribution of income attributed to an “Approved Enterprise” and a “Beneficiary Enterprise” will be subject to 15% withholding tax (or a reduced rate under an applicable double tax treaty, subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate). As for a “Preferred Enterprise,” dividends are generally subject to 20% withholding tax from 2014 (or a reduced rate under an applicable double tax treaty, subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate). However, because we announced our election to apply the provisions of Amendment No. 68 prior to June 30, 2015, we will be entitled to distribute exempt income generated by any Approved/Beneficiary Enterprise to our Israeli corporate shareholders tax free (See “ITEM 10.E: Additional Information—Taxation—Israeli tax considerations and government programs—Law for the Encouragement of Capital Investments, 1959”).

 

The amendment to the Investment Law stipulated that investments in subsidiaries, including in the form of acquisitions of subsidiaries from an unrelated party, may also be considered as a deemed dividend distribution event, increasing the risk of triggering a deemed dividend distribution event and potential tax exposure. The ITA’s interpretation is that this provision applies retroactively to investments and acquisitions made prior to the amendment.

 

It may be difficult to enforce a U.S. judgment against us, our officers and directors in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors.

 

We are incorporated in Israel. Other than two directors, none of our directors, or our independent registered public accounting firm, is a resident of the United States. None of our executive officers is resident in the United States. The majority of our assets and the assets of these persons are located outside the United States. Therefore, it may be difficult for an investor, or any other person or entity, to enforce a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons in a U.S. or Israeli court, or to effect service of process upon these persons in the United States. Additionally, it may be difficult for an investor, or any other person or entity, to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws on the grounds that Israel is not the most appropriate forum in which to bring such a claim. Even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above.

 

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Your rights and responsibilities as our shareholder will be governed by Israeli law which may differ in some respects from the rights and responsibilities of shareholders of United States corporations.

 

Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in U.S.-based corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders and to refrain from abusing its power in the company, including, among other things, in voting at the general meeting of shareholders on certain matters, such as an amendment to the company’s articles of association, an increase of the company’s authorized share capital, a merger of the company and approval of related party transactions that require shareholder approval. A shareholder also has a general duty to refrain from discriminating against other shareholders. In addition, a controlling shareholder or a shareholder who knows that it possesses the power to determine the outcome of a shareholders’ vote or to appoint or prevent the appointment of an office holder in the company or has another power with respect to the company, has a duty to act in fairness towards the company. However, Israeli law does not define the substance of this duty of fairness. See “ITEM 6.C: Directors, Senior Management and Employees—Board Practices— Board Practices—Fiduciary duties and approval of specified related party transactions under Israeli law—Duties of shareholders.” Additionally, the parameters and implications of the provisions that govern shareholder behavior have not been clearly determined by the Israeli courts. These provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of United States corporations.

 

Provisions of Israeli law may delay, prevent or make undesirable a merger transaction, or an acquisition of all or a significant portion of our shares.

 

Israeli corporate law regulates mergers by mandating certain procedures and voting requirements, and requires that a tender offer be effected when more than a specified percentage of shares in a company are purchased. Further, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous conditions, including a holding period of two years from the date of the transaction during which certain sales and dispositions of shares of the participating companies are restricted. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no actual disposition of the shares has occurred. See “ITEM 10.B: Additional Information—Memorandum and Articles of Association—Acquisitions under Israeli law.”

 

Under Israeli law, our two external directors have terms of office of three years. These directors have been elected by our shareholders to serve for an additional three-year term commencing March 21, 2018.

 

These provisions of Israeli law could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire us or our shareholders to elect different individuals to our board of directors, even if doing so would be beneficial to our shareholders, and may limit the price that investors may be willing to pay in the future for our ordinary shares.

 

If we are considered a “monopoly” under Israeli law, we could be subject to certain restrictions that may limit our ability to freely conduct our business to which our competitors may not be subject.

 

Under the Israeli Economic Competition law (formerly, the Restrictive Trade Practices Law, 1988) (the “Israeli Competition Law”), a company that either supplies more than 50% of any asset or service in Israel or, in some cases, in a specific geographical area in Israel, or holds market power in a relevant market, is deemed to be a monopoly. The determination of monopoly status depends on an analysis of the relevant product or service market but it does not require a positive declaration, and the status is achieved by virtue of such market share threshold being crossed or the existence of market power.

 

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Depending on the analysis and the definition of the relevant product market in which we operate, we may be deemed to be a “monopoly” under Israeli law. Under the Israeli Competition Law, a monopoly is prohibited from participating in certain business practices, including unreasonably refusing to provide the relevant product or service, or abuse of market power by means of discriminating between similar transactions or charging what are considered to be unfair prices, and from engaging in certain other practices. Such prohibitions are designed to protect the Israeli market against unfair competition. The Israeli Competition Commissioner may determine that a company that is a monopoly has abused its position in the market and may subsequently order such company to change its conduct in matters that may materially and adversely affect the public, including imposing business restrictions on a company determined to be a monopoly and giving instructions with respect to the prices charged by the monopoly. If we are indeed deemed to be a monopoly and the Commissioner finds that we have abused our position in the market by taking anticompetitive actions and using anti-competitive practices, such as those described above, it would serve as prima facie evidence in private actions and class actions against us alleging that we have engaged in anti-competitive behavior. Furthermore, the Commissioner may order us to take or refrain from taking certain actions, which could limit our ability to freely conduct our business. To date, the Commissioner has not made any such determination. Violations of the Israeli Competition Law can constitute a criminal offence, may lead to civil sanctions and may expose a company to damages claims and class actions. We do not believe we are a monopoly, or that our operations constitute a violation of the provisions of the Israeli Competition Law even if we were found to be a monopoly under the Israeli Competition Law, but we cannot guarantee this to be the case.

 

Recently the Israeli Competition Law was amended, including, among other things, extending the definition of monopoly (as described above), increasing the amounts of administrative fines that can be imposed by the Competition Commissioner and exacerbating the liability of officers. Such amendments broaden the scope of the competition regulation in Israel and therefore can have a material adverse effect our business and results of operations.

 

Sales in Israel accounted for 7.1% of our revenues in 2019. We have a significant market position in certain jurisdictions outside of Israel and cannot assure you that we are not, or will not become, subject to the laws relating to the use of dominant product positions in particular countries, which laws could limit our business practices and our ability to consummate acquisitions.

 

ITEM 4: Information on the Company

 

A.

History and Development of the Company

 

Our History

 

Caesarstone Ltd. was founded in 1987 and incorporated in 1989 in the State of Israel. We are a leading developer and manufacturer of high quality engineered quartz surfaces sold under our premium Caesarstone brand. Caesarstone is a pioneer in the engineered quartz surfaces industry. Our products consist of engineered quartz slabs that are currently sold in approximately 50 countries through a combination of direct sales in certain markets performed by our subsidiaries and indirectly through a network of independent distributors in other markets. In 2008, 2010 and 2011, we acquired the businesses of our former Australian, Canadian, U.S. and Singaporean distributors, respectively, and established such businesses within our own subsidiaries in such countries. In 2017, we started selling our products in the U.K. directly through our U.K. subsidiary, Caesarstone (UK) Ltd. We now generate a substantial portion of our revenues in the United States, Australia and Canada from direct distribution of our products.

 

In March 2012, we listed our shares on the Nasdaq Global Select Market. We are a company limited by shares organized under the laws of the State of Israel. We are registered with the Israeli Registrar of Companies in Jerusalem. Our registration number is 51-143950-7. Our principal executive offices are located at Kibbutz Sdot-Yam, MP Menashe, 3780400, Israel, and our telephone number is +972 (4) 636-4555. We have irrevocably appointed Caesarstone USA as our agent for service of process in any action against us in any United States federal or state court. The address of Caesarstone USA is 1401 W. Morehead Street, Suite 100, Charlotte, NC, 28208. The SEC maintains an internet site at http:/www.sec.gov that contains reports and other information regarding issues that file electronically with the SEC. Our securities filings, including this annual report and the exhibits thereto, are available on the SEC’s website. For more information about us, our website is www.caesarstone.com. The information contained therein or connected thereto shall not be deemed to be incorporated by reference in this annual report.

 

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Principal Capital Expenditures

 

Our capital expenditures for fiscal years 2019, 2018 and 2017 amounted to $ 23.6 million, $21.0 million and $22.7 million, respectively. The majority of our investment activities have historically been related to the purchase of manufacturing equipment and components for our production lines, and in 2014 and 2015 the construction of a new manufacturing facility with two production lines in the United States. We anticipate that our capital expenditures in 2020 will increase compared to the level of previous years.

 

B.    Business Overview

 

The global countertop industry generated approximately $105 billion in sales to end consumers in 2018 based on average installed price, which includes fabrication, installation and other related costs. Sales to end-consumers include sales to end-consumers of countertops as opposed to sales at the wholesale level from manufacturers to fabricators and distributors.

 

We are a leading developer and manufacturer of high-quality engineered quartz surfaces sold under our premium Caesarstone brand. Quartz is a growing category in the countertop market and continues to take market share from other materials, such as granite, manufactured solid surfaces and laminate. Between 1999 and 2018, global engineered quartz sales to end-consumers grew at a compound annual growth rate of 17.33% compared to a 4.9% compound annual growth rate in total global countertop sales to end-consumers during the same period. In recent years, quartz penetration rate, by volume, increased in the majority of our key markets.

 

Our products consist of engineered quartz slabs that are currently sold in approximately 50 countries through a combination of direct sales in certain markets and indirectly through a network of independent distributors in other markets. Our products are primarily used as kitchen countertops in the renovation and remodeling and residential construction end markets. Other applications for engineered quartz include vanity tops, wall panels, back splashes, floor tiles, stairs, furniture and other interior surfaces that are used in a variety of residential and non-residential applications. High quality engineered quartz offers hardness, non-porous characteristics, superior scratch, stains and heat resistance levels, making it durable and ideal for kitchen and other applications relative to competing products such as granite, manufactured solid surfaces and laminate. Through our design and manufacturing processes we are able to offer a wide variety of colors, styles, designs and textures.

 

From 2009 to 2018, our revenue grew at a compound annual growth rate of 15.1%. From 2018 to 2019, our revenue declined at an annual rate of 5.2%. In 2019, we generated revenue of $546.0 million, net income attributable to controlling interest of $12.9 million, adjusted EBITDA of $69.0 million and adjusted net income attributable to controlling interest of $26.7 million. See “ITEM 3.A: Key Information—Selected Financial Data” for a description of how we define adjusted EBITDA and adjusted net income attributable to controlling interest and reconciliations of net income to adjusted EBITDA and net income attributable to controlling interest to adjusted net income attributable to controlling interest.

 

Our Products

 

Our products are generally marketed under the Caesarstone brand. The substantial majority of our products are installed as countertops in residential kitchens. Other applications of our products include vanity tops, wall panels, back splashes, floor tiles, stairs, furniture and other interior surfaces. Our standard size engineered quartz slabs measure 120 inches long by 56 1/2 inches wide, and 131 1/2 inches long by 64 1/2 inches wide for the jumbo slabs, with a thickness of 1/2 of an inch, 3/4 of an inch or 1 1/4 inches, and 3/4 of an inch or 1 1/4 inches for the jumbo slabs. Engineered quartz surfaces are typically comprised of approximately 90% quartz and approximately 10% polyester and pigments. Our products’ composition gives them superior strength and resistance levels to heat impact, scratches, cracks and chips. Polyester, which acts as a binding agent in our products, make our products non-porous and highly resistant to stains. Pigments act as a dyeing agent to vary our products’ colors and patterns.

 

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We design our products with a wide range of colors, finishes, textures, thicknesses and physical properties, which help us meet the different functional and aesthetic demands of end-consumers. Our designs range from fine-grained patterns to coarse-grained color blends with a variegated visual texture. Through offering new designs, we capitalize on Caesarstone’s brand name and foster our position as a leading innovator in the engineered quartz surface industry.

 

Our product offerings consist of five collections, each of which is designed to have a distinct aesthetic appeal. We use a multi-tiered pricing model across our products and within each product collection ranging from lower price points to higher price points. Each product collection is designed, branded and marketed with the goal of reinforcing our products’ premium quality.

 

We introduced our original product collection, Classico, in 1987, and today, this collection still generates more revenue than our other collections. Our Concetto and Supernatural collections are marketed as specialty high-end product collections. The Concetto product collection, launched in 2003, features engineered quartz surfaces with hand-incorporated semi-precious stones. In 2012, we launched our Supernatural collection, which offers designs inspired by natural stone and which are manufactured using proprietary technology. In 2018, we launched our new Metropolitan collection, inspired by the rough and unpolished textures found in industrial architecture. In 2020, we introduced Solaris, an innovative product category, which provides a luxurious outdoors collection of highly durable material proven to withstand the elements.

 

We regularly introduce new colors and designs to our product collections based on consumer trends. We offer over 70 different colors, with five textures and three thicknesses generally available for each collection. Each year we introduce between four to eight new colors and models.

 

In addition, in 2018 we began to offer ceramic slabs in Israel, which measure 127 inches long by 64 inches wide, with a thickness of up to 0.47 inch. These surfaces are typically comprised of clay minerals, natural minerals and chemical additives and offer non-porous characteristics as well as scratch and heat resistance. To date, revenues generated from such slabs are immaterial to our business.

 

A key focus of our product development is a commitment to substantiating our claim of our products’ superior quality, strength and durability. Our products undergo regular tests for durability and strength internally by our laboratory operations group and by external accreditation organizations. We are accredited by organizations overseeing safety and environment performance, such as the NSF International and GREENGUARD Indoor Air Quality. Our products support green building projects and allow contractors to receive Leadership in Energy and Design (LEED) points for projects incorporating our products.

 

Distribution

 

Our four largest markets based on sales are currently the United States, Australia (including New Zealand), Canada and Israel. In 2019, sales of our products in these markets accounted for 45.9%, 19.8%, 15.7% and 7.1% of our revenues, respectively. Total sales in these markets accounted for 88.5% of our revenues in 2019. For a breakdown of revenues by geographic market for the last three fiscal years, see “ITEM 5.A: Operating Results and Financial Review and Prospects—Operating Results.”

 

Direct Markets

 

We currently have direct sales channels in the United States, Australia, Canada, Israel, the United Kingdom and Singapore. Our direct sales channels allow us to maintain greater control over the entire sales channel within a market. As a result, we gain greater insight into market trends, receive feedback more readily from end-consumers, fabricators, architects and designers regarding new developments in tastes and preferences, and have greater control over inventory management. Our subsidiaries’ warehouses in each of these countries maintain inventories of our products and are connected to each subsidiary’s sales department. We supply our products primarily to fabricators, who in turn resell them to contractors, developers, builders and consumers, who are generally advised by architects and designers. In certain market channels in the U.S. and Canada, such as IKEA, we also provide, together with our products, fabrication and installation services, which we source from third party fabricators. We believe that our supply of a fabricated and installed countertop made of Caesarstone is a competitive advantage in such channels, which enables us to better control our products’ prices as well as to promote a full solution to our customers.

 

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In Israel, where our headquarters are located, we distribute our products directly to several local distributors who in turn sell them to fabricators. This arrangement reduce our financial exposure and simplify our logistics in the Israeli market. Although we sell our products to distributors in this market, we consider this a direct market due to the warranty we provide to end-consumers, as well as our fabricator technical and health and safety instruction programs and our local sales and marketing activities. In the United States, Australia, Canada, U.K. and Singapore we have established direct distribution channels with distribution locations in major urban centers complemented by arrangements with various third parties, sub-distributors or stone suppliers in certain areas of the United States.

 

Since 2013 and 2014, we have provided quartz countertops to IKEA customers in the United States and Canada, respectively, which we fabricate and install through third-parties. Such countertops are then marketed by IKEA not under our brand name. We have engaged several third-parties fabricators to provide us with the fabrication and installation services designated for IKEA customers. Since the fourth quarter of 2019 we have provided quartz countertops to Home Depot customers in the United States, under the Caesarstone brand name, whereas the fabrication and installation services are managed by Home Depot.

 

Indirect Markets

 

We distribute our products in other territories in which we do not have a direct sales channel through third-party distributors, who generally distribute our products to fabricators on an exclusive or non-exclusive basis in a specific country or region. Fabricators sell our products to contractors, developers, builders and consumers. In some cases, our distributors operate their own fabrication facilities. Additionally, our distributors may sell to sub-distributors located within the territory who in turn sell to fabricators.

 

In most cases, we engage one distributor to serve a country or region. Today, we sell our products in over 40 countries through third-party distributors, and approximately 50 countries in total. Sales to third-party distributors accounted for 8.5% of our revenues in 2019. This strategy often allows us to accelerate our penetration into multiple new markets. Our distributors typically have prior stone surface experience and close relationships with fabricators, builders and contractors within their respective territory.

 

We work closely with our distributors to assist them in preparing and executing a marketing strategy and comprehensive business plan. Ultimately, however, our distributors are responsible for the sales and marketing of our products and providing technical support to their customers within their respective territories. To assist some of our distributors in the promotion of our brand in these markets, we provide marketing materials and in certain cases, monetary participation in marketing activities. Our distributors devote significant effort and resources to generating and maintaining demand for our products along all levels of the product supply chain in their territory. To this end, distributors use our marketing products and strategies to develop relationships with local builders, contractors, developers, architects and designers. Certain distributors, as well as sub-distributors, do not engage in brand promotion activities and their activities are limited to sales promotion, warehousing and distributing to fabricators or other customers.

 

We do not control the pricing terms of our distributors’ or sub-distributors’ sales to customers. As a result, prices for our products may vary.

 

Sales and Marketing

 

Sales

 

We manufacture or source engineered quartz slabs based upon our rolling projections of the demand for our products.

 

In 2019, we transitioned into a new regional structure, which consists of North America, APAC, EMEA and Israel. Under the new structure, each region will manage the direct distribution channels and focus on penetrating new markets within its territory, as well as further develop its key growth indirect sales markets.

 

We believe our products still have significant growth opportunities in the United States, Canada and Europe. For information on sales trends in the markets in which we operate, see “ITEM 5: Operating and Financial Review and Prospects – Components of statement of income”. In addition, in 2016 we established a direct sales channel in the United Kingdom and starting in January 2017 we have been selling and distributing our products in the U.K. directly through our U.K. subsidiary. We intend to continue to invest resources to further strengthen and increase our penetration in our existing markets. We are also exploring alternative sales channels and methodologies to further enhance our presence in each market.

 

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Marketing

 

We position our engineered quartz surfaces as premium branded products in terms of their designs, quality and pricing. Through our marketing, we seek to convey our products’ ability to elevate the overall quality of an entire kitchen or other setting. Our marketing strategy is to deliver this message every time our customers (including end-consumers), fabricators, architects and designers come in contact with our brand. We also aim to communicate our position as a design-oriented global leader in engineered quartz surface innovation and technology.

 

The goal of our marketing activities is to drive marketing and sales efforts across the regions, while creating demand for our products from end-consumers, fabricators, contractors, architects and designers, which we refer to as a “push-and-pull demand strategy.” We combine both pushing our products through all levels of the product supply chain while generating demand from end-consumers as a complementary strategy.

 

We implement a multi-channel marketing strategy in each of our territories and market not only to our direct customers, but to the entire product supply chain, including fabricators, developers, contractors, kitchen retailers, builders, architects and designers. We use multiple marketing channels, including advertisements in home interior magazines and websites, the placement of our display stands and sample books in kitchen retails stores and our company website. We share knowledge with fabricators about our products and their capabilities, installation methods and safety requirements through manuals and seminars.

 

Our marketing materials are developed by our global marketing department in Israel and are used globally. In 2019, we spent $16.2 million on direct advertising and promotional activities.

 

Our websites are a key part of our marketing strategy. Our websites enable our business partners, customers and end-consumers to view currently available designs, photo galleries of installations of our products in a wide range of settings, and read product success stories, which feature high profile individuals’ and designers’ use of our products, as well as instructions with respect to the correct usage of our products. We also conduct marketing activity in the social media arena mainly to increase our brand awareness among end-consumers, architects and designers.

 

We also seek to increase awareness of our brand and products through a range of other methods, such as home design shows, design competitions, media campaigns and through our products’ use in high profile projects and iconic buildings. In recent years, we have collaborated with renowned designers, who created exhibitions and particles from our products. Our design initiatives attracted press coverage around the world.

 

Research and Development

 

Our research and development department is located in Israel. The department is comprised of 15 employees and works closely with other departments, all of whom have extensive experience in engineered quartz surface manufacturing, polymer science, engineering, product design and engineered quartz surface applications. In 2019, research and development costs accounted for approximately 0.8% of our revenues.

 

The strategic mission of our research and development team is to develop and maintain innovative and leading technologies and top- quality designs, develop new and innovative products according to our marketing department’s roadmap, increase the cost-effectiveness of our manufacturing processes and raw materials, and generate and protect company intellectual property in order to enhance our position in the engineered quartz surface industry. We also study and evaluate consumer trends by attending industry exhibitions and hosting international design workshops with market and design specialists from various regions.

 

Customer Service

 

We believe that our ability to provide outstanding customer service is a strong competitive differentiator. Our relationships with our customers are established and maintained through the coordinated efforts of our sales, marketing, production and customer service personnel. In our direct markets, the warranty period varies. We provide end-consumers with limited lifetime warranties in the United States, Canada and Israel and a ten-year limited warranty in Australia. In our indirect markets, end-consumers, warranty issues on our products are addressed by our local distributor. We provide all of our distributors a limited direct manufacturing defect warranty and our distributors are responsible for providing warranty coverage to end-customers. The warranties provided by our distributors vary in term with a three-year warranty provided in Europe and warranties lasting up to 20 years in other regions. In our direct markets, following an end-consumer call, our technicians are sent to the product site within a short time. We provide readily accessible resources and tools regarding the fabrication, installation, care and maintenance of our products. We believe our comprehensive global customer service capabilities and the sharing of our service related know-how differentiate our company from our competitors.

 

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Raw Materials and Service Provider Relationships

 

Quartz, polyester and pigment are the primary raw materials used in the production of our products. We acquire our raw materials from third-party suppliers. Suppliers ship our raw materials to our manufacturing facilities in Israel primarily by sea. For our U.S. facility, the supply sources are primarily domestic, except for quartz, which is mostly imported. Our raw materials are generally inspected at the suppliers’ facilities and upon arrival at our manufacturing facilities in Israel and the U.S. The cost of our raw materials consists of the purchase prices of such materials and costs related to the logistics of delivering the materials to our manufacturing facilities. Our raw materials costs are also impacted by changes in foreign currency exchange rates.

 

Quartz is the main raw material component used in our products. Raw quartz must be processed into finer grades of sand and powder before we use it in our manufacturing process. We purchase quartz from our quartz suppliers already processed by them. We acquire quartz from suppliers primarily in Turkey, Belgium, India, Portugal, the U.S. and Israel. In 2019, approximately 61% of our quartz, including mainly quartzite, which is used across all of our products was imported from several suppliers in Turkey, out of which approximately 50% was acquired from Mikroman Madencilik San ve TIC.LTD.STI (“Mikroman”), which constitutes approximately 30% of our total quartz, and approximately 31% was acquired from Polat Maden Sanayi ve Ticaret A.S (“Polat”), which constitutes approximately 19% of our total quartz. Our current supply arrangements with Polat and Mikroman for 2020 are set forth in letter agreements.

 

Similar to our arrangements with Mikroman and Polat described above, we typically transact business with our quartz suppliers on an annual framework basis, under which we execute purchase orders from time to time. Quartz imported from Turkey, Europe and Israel for our U.S. manufacturing facility entails higher transportation costs. In 2020, we intend to continue to acquire quartz for our U.S. manufacturing facility mainly from the same sources we use for our Israeli facilities, and expect a similar proportion in our domestic supply compared to 2019.

 

In most cases, we acquire polyester from several suppliers, on an annual framework basis or purchase order basis based on our projected needs for the subsequent one to three months. When operating on a purchase order basis, suppliers are unwilling to agree to preset prices for periods longer than a quarter and suppliers’ prices may vary during a quarter as well.

 

Pigments for our production in Israel are purchased from Israel and suppliers abroad. Pigments for our U.S. production are primarily purchased from the U.S.

 

Our strategy is to maintain, whenever practicable, multiple sources for the purchase of our raw materials to achieve competitive pricing, provide flexibility and protect against supply disruption.

 

See “ITEM 3.D. Key Information—Risk Factors— We may encounter significant delays in manufacturing if we are required to change the suppliers for the raw materials used in the production of our products.” For our cost of quartz, polyester and pigments in 2019 and prior years, see “ITEM 5.A: Operating Results and Financial Review and Prospects—Operating Results— Cost of revenues and gross profit margin.”

 

Manufacturing and Facilities

 

Our products are manufactured at our three manufacturing facilities located in Kibbutz Sdot-Yam in central Israel, Bar-Lev Industrial Park in northern Israel and Richmond-Hill, Georgia in the U.S. Our Sdot-Yam facility includes our first two production lines. We completed our Bar-Lev manufacturing facility in 2005, which included our third production line, and we established our fourth production line at this facility in 2007 and our fifth production line at this facility in 2013. We completed our U.S. manufacturing facility in 2015, where we began to operate our sixth production line in the second quarter of 2015 and our seventh line in the fourth quarter of 2015. In addition to a $135 million as an initial investment, we have the option to further invest and expand in Richmond Hill to accommodate additional manufacturing capacity in the future as needed to satisfy potential demand.

 

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Finished slabs are shipped from our facilities in Israel and the U.S. to our distribution centers worldwide, directly to customers and to third party distributors worldwide. For further discussion of our facilities, see “ITEM 4.D: Information on the Company—Property, plants, and equipment.”

 

The manufacturing process for our products typically involves blending approximately 90% quartz with approximately 10% polyester and pigments. Using machinery acquired primarily from Breton, the leading supplier of engineered stone manufacturing equipment, together with our proprietary manufacturing enhancements, this mixture is compacted into slabs by a vacuum and vibration process. The slabs are then moved to a curing kiln where the cross-linking of the polyester is completed. Lastly, the slabs are gauged, calibrated and polished to enhance shine.

 

We maintain strict quality control and safety standards for our products and manufacturing process. Our manufacturing facilities have several safety certifications from third-party organizations, including an OHSAS 18001 safety certification from the International Quality Network for superior manufacturing safety operations.

 

In addition, since 2018 we have increased our outsourcing capabilities and currently purchase a certain portion of our slabs from third-party quartz manufacturers that meet our specifications. We conduct quality control and quality assurance processes with respect to such outsourcing of our products. In 2020, we are considering to increase the scope of purchases from OEMs.

 

Seasonality

 

For a discussion of seasonality, please refer to “ITEM 5.A: Operating and Financial Review and Prospects—Operating Results—Factors impacting our results of operations” and “ITEM 5.A: Operating and Financial Review and Prospects—Operating Results—Quarterly results of operations and seasonality.”

 

Competition

 

We believe that we compete principally based upon product quality, breadth of colors and designs offering and innovation, brand awareness and position, pricing and customer service. We believe that we differentiate ourselves from competitors on the basis of our premium brand, our signature product designs, our ability to offer our products in major markets globally, our focus on the quality of our product offerings, our customer service-oriented culture, our high involvement in the product supply chain and our leading distribution partners.

 

The dominant surface materials used by end-consumers in each market vary. Our engineered quartz surface products compete with a number of other surface materials such as granite, laminate, marble, manufactured solid surface, concrete, stainless steel, wood and ceramic large slabs. The manufacturers of these products consist of a number of regional and global competitors. Some of our competitors may have greater resources than we have, and may adapt to changes in consumer preferences and demand more quickly, expand their materials offering, devote greater resources to design innovation and establishing brand recognition, manufacture more versatile slab sizes and implement processes to lower costs.

 

The engineered quartz surface market is highly fragmented and is also served by a number of regional and global competitors. We also face growing competition from low-cost manufacturers from Asia, especially from China, and from Europe. Large multinational companies have also invested in their engineered quartz surface production capabilities. For more information, see “ITEM 3.D. Key Information—Risk Factors—We face intense competitive pressures from manufacturers of quartz or other surface materials which could materially and adversely affect our results of operations and financial condition” and “ITEM 3.D. Key Information—Risk Factors—Competition from manufacturers of lower priced products may reduce our market share, alter consumer preferences and materially and adversely affect our results of operations and financial condition”.

 

Information Technology Systems

 

We believe that an appropriate information technology infrastructure is important in order to support our daily operations and the growth of our business.

 

We implemented various IT systems to support our business and operations. Our ERP software provides us with accessible quality data that support our forecasting, planning and reporting. Accurate planning is important in order to support sales and optimize cost as our products can be built in a number of combinations of sizes, colors, textures and finishes. Given our global expansion, we implemented a global ERP based on an Oracle platform. Our MES systems manage work processes on the production floor in our facilities and Salesforce enhances our CRM infrastructure.

 

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We are implementing a digital transformation within our organization to better streamline processes and support our business strategy. Our technological and digital investments will be geared towards operational enhancements in inventory management and production, along with improvement of our go-to-market tools. We seek to update our IT infrastructure to enhance our ability to prevent and respond to cyber threats and conduct training for our employees in this respect. For further details, see “ITEM 3.D. Key Information—Risk Factors— Disruptions to or our failure to upgrade and adjust our information technology systems globally, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.”

 

Intellectual Property

 

Our Caesarstone brand is central to our business strategy, and we believe that maintaining and enhancing the Caesarstone brand is critical to expanding our business.

 

We have obtained trademark registrations in certain jurisdictions that we consider material to the marketing of our products, including CAESARSTONE® and our Caesarstone logo. We have obtained trademark registrations for additional marks that we use to identify certain product collections, as well as other marks used for certain of our products. While we expect our current and future applications to mature into registrations, we cannot be certain that we will obtain such registrations. In many of our markets we also have trademarks, including registered and unregistered marks, on the colors and models of our products. We believe that our trademarks are important to our brand, success and competitive position. In order to mitigate the risk of infringement, we conduct an ongoing review process before applying for registration. However, we cannot be certain that third parties will not oppose our application or that the application will not be rejected in whole or in part. In the past, some of our trademark applications for certain classes of our products’ applications have been rejected or opposed in certain markets and may be rejected for certain classes in the future, in all or parts of our markets, including without limitation, for flooring and wall cladding. We are currently subject to opposition proceedings with respect to applications for registration of our trademark Caesarstone in certain jurisdictions.

 

To protect our know-how and trade secrets, we customarily require our employees and managers to execute confidentiality agreements or otherwise agree to keep our proprietary information confidential. Typically, our employment contracts also include clauses requiring these employees to assign to us all inventions and intellectual property rights they develop in the course of their employment and agree not to disclose our confidential information. We limit access to our trade secrets and implement certain protections to allow our know-how and trade secret to remain confidential.

 

In addition to confidentiality agreements, we seek patent protection for some of our latest technologies. We have obtained patents for certain of our technologies and have pending patent applications that were filed in various jurisdictions, including the United States, Europe, Australia, Canada, China and Israel, which relate to our manufacturing technology and certain products. No patent application of ours is material to the overall conduct of our business. There can be no assurance that pending applications will be approved in a timely manner or at all, or that such patents will effectively protect our intellectual property. There can be no assurance that we will develop patentable intellectual property in the future, and we have chosen and may further choose not to pursue patents for innovations that are material to our business.

 

Environmental and Other Regulatory Matters

 

Environmental and Health and Safety Regulations

 

Our manufacturing facilities and operations in Israel and our manufacturing facility in the State of Georgia, United States are subject to numerous Israeli and U.S. environmental and workers’ health and safety laws and regulations and our supply chain operations are subject to applicable local laws and regulations. Applicable U.S. laws and regulations include federal, state and local laws and regulations, including Georgia state laws. Laws and regulations in both countries address pollution and the protection of the environment, setting standards for emissions, discharges into the environment or to water, soil and water contamination, permissible exposure levels to hazardous materials, product specifications, nuisance prevention, generation, the treatment, import, purchase, use, storage and transport of hazardous materials, and the storage, treatment and disposal and remediation of solid and hazardous waste, including sludge, and protection of workers’ health and safety.

 

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In addition to being subject to regulatory and legal requirements, our manufacturing facilities in Israel and in the United States operate under applicable permits, licenses and approvals with terms and conditions containing a significant number of prescriptive limits and performance standards. Business licenses for our facilities in Israel contain conditions related to a number of requirements, including with respect to dust emissions, air quality, the disposal of effluents and process sludge, and the handling of waste, chemicals and hazardous materials. Subject to certain terms, the business license for our Sdot-Yam plant is in effect until July 21, 2020. The business license for our Bar-Lev plant is in effect until December 17, 2020. The business license for our U.S. facility is renewed every year subject to a fee paid to the city and county. We operate in Israel under poison permits that regulate our use of poisons and hazardous materials. Our current poison permits are valid until January 2021 for our Bar-Lev facility and February 2021 for our Sdot -Yam facility. In addition, we dispose of wastewater from our Israeli manufacturing facilities to a treatment plant pursuant to permits obtained from the Israeli Ministry of Environmental Protection (“IMEP”), which are effective until December 31, 2022. Our facility in the United States is required to obtain and follow a General Permit for Storm Water Discharges Associated with Industrial Activity of the Georgia Environmental Protection Division (“GEPD”), an air quality permit from GEDP and other requirements and regulations including among others specific limitations on emission levels of hazardous substances, such as styrene, specific limitations on silica dust levels inside our plant, allowable wastewater discharge limits, oil spill prevention rule, hazardous waste handling requirements and fire protection measures requirements. In all of our manufacturing facilities, we are implementing measures on an ongoing basis in order to achieve and maintain compliance with dust and styrene environmental and occupational emissions standards and to reduce such emissions to a minimum.

 

Each of these permits, licenses and standards require a significant amount of monitoring, record-keeping and reporting in order for us to demonstrate compliance therewith.

 

Official representatives of the health and safety and environment authorities in Israel and the State of Georgia visit our facilities from time to time, to inspect issues such as workplace safety, industrial hygiene, monitoring lockout tag out programs, exposure and emissions, water treatment, noise and others. Such inspections may result in citations, penalties, revocation of our business license or limitation or shut down of our facilities’ operations. It may also require us to make further investments in our facilities.

 

From time to time, we face environmental and health and safety compliance issues related to our two manufacturing facilities in Israel and in the U.S.

 

 

Emissions. In July 2018, we were notified that the IMEP added additional terms to our Bar Lev business license, requiring, among other things, that we install continuous monitoring system in our Bar-Lev facility. We intend to implement the said requirements within the required timeline, however, we believe that due to technical constrains the implementations of these requirements may cause operational difficulties. We are currently discussing easements in the implementation method with the IMEP.

 

Dust emissions and exposure. On December 25, 2016, the Ministry of Labor, Social Affairs and Social Services (“IMLSS”) issued safety orders instructing us to stop production in certain manufacturing processes of the two production lines at our Sdot-Yam facility. The orders alleged deviations from permitted ambient levels of silica dust, styrene and acetone in the facility. Simultaneously, the IMLSS issued a warning of pending safety orders seeking the suspensions of our Bar-Lev facility. As the orders were based on outdated monitoring results, the IMLSS granted us with additional time to obtain updated monitoring results, and, on January 29, 2017, upon receiving satisfactory results reflecting significant improvement, the IMLSS rescinded the orders. We seek on an ongoing basis to continue reducing the level of exposure of our employees to silica dust, styrene and acetone, while enforcing our employees’ use of personal protection equipment.

 

Water and Sewer Use. In 2013, we entered into a 30-year agreement with the City of Richmond Hill, pursuant to which the city is required to accept our facility’s sanitary and industrial wastewater discharge up to a certain quantity and subject to certain terms and conditions, including certain permitted concentration level in the discharged water. If we do not meet the applicable limitation under such agreement, we may be required to build an onsite waste water treatment facility. In the past, our wastewater discharge generally did not meet the concentration levels set in the agreement, and there is no assurance that we will successfully meet such levels in the future. The city has further notified us that it may request a change to the permitted concentration levels for discharged wastewater as currently set in the agreement. Additionally, the city indicated that surcharges may be imposed as a result of the facility exceeding the permitted concentration levels. We are reviewing this matter and exploring available solutions to reduce and minimize the discharge of wastewater to the city’s wastewater treatment system. We are constantly monitoring and reporting our compliance with the requirements.

 

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Violations of environmental, health and safety laws, regulations, standards and permit conditions may lead to, among other things, civil and criminal sanctions, injunctive orders as well as permit revocations and facility shutdowns as further described in “ITEM 3.D: Key Information— Risk Factors— The extent of our liability exposure for environmental, health and safety, product liability and other matters may be difficult or impossible to estimate, and could negatively impact our financial condition and results of operations”.

  

Other Regulation

 

We are subject to the Israeli Rest Law, which, among other things, prohibits the employment of Jewish employees on Saturdays and Jewish holidays, unless a permit is obtained from the IMEI. We received a permit from the IMEI to employ Jewish employees on Saturdays and Jewish holidays in connection with most of the production machinery in our Sdot-Yam facility, effective until December 31, 2020.

 

If we are deemed to be in violation of the Rest Law, we may be required to halt operations of our manufacturing facilities on Saturdays and Jewish holidays, we and our officers may be exposed to administrative and criminal liabilities, including fines, and our operational and financial results could be materially and adversely impacted. For more information, see “Item 3.D. Risk Factors—Risks relating to our incorporation and location in Israel—If we fail to comply with Israeli law restrictions concerning employment of Jewish employees on Saturdays and Jewish holidays, we and our office holders may be exposed to administrative and criminal liabilities and our operational and financial results may be materially and adversely impacted.”

 

For information on other regulations applicable, or potentially applicable, to us, see the following risks factors in “ITEM 3.D. Key Information—Risk Factors”:

 

· “Risks related to our business and industry—We may have exposure to greater-than-anticipated tax liabilities.”

· “Risks related to our incorporation and location in Israel— Conditions in Israel could materially and adversely affect our business.”

· “Risks related to our incorporation and location in Israel—The tax benefits that are available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes.”

· “Risks related to our incorporation and location in Israel—If we are considered a ‘monopoly’ under Israeli law, we could be subject to certain restrictions that may limit our ability to freely conduct our business to which our competitors may not be subject.

  

Legal Proceedings

 

See “ITEM 8.A: Financial Information—Consolidated Financial Statements and Other Financial Information—Legal Proceedings.”

 

C.       Organizational Structure

 

The legal name of our company is Caesarstone Ltd. On June 9, 2016, the Israeli Register of Companies approved to change our name from Caesarstone Sdot-Yam Ltd. to Caesarstone Ltd.

 

Caesarstone was organized under the laws of the State of Israel. We have six wholly-owned subsidiaries: Caesarstone Australia PTY Limited, which is incorporated in Australia, Caesarstone South East Asia PTE LTD, which is incorporated in Singapore, Caesarstone (UK) Ltd., which is incorporated in the United Kingdom, Caesarstone Canada, which is incorporated in Canada, Caesarstone USA, Inc. and Caesarstone Technologies USA, Inc. (which is wholly-owned by Caesarstone USA, Inc.), both of which are incorporated in the United States.

 

Caesarstone Canada was originally established in 2010 as a joint venture with our former distributor in Eastern Canada, Canadian Quartz Holdings Inc. (“Ciot”), which operates fabrication facilities and is also a significant customer of Caesarstone Canada. We held 55% and Ciot held 45% ownership interest in Caesarstone Canada. In connection with the formation of the joint venture, we granted Ciot a put option and Ciot granted us a call option for its interest, each exercisable any time between July 1, 2012 and July 1, 2023. In December 2018, we exercised our call option and purchased Ciot’s 45% ownership interest in Caesarstone Canada for a purchase price of CAD $27.3 million and increased our ownership interest to 100%.

 

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In 2019, we transitioned into a new regional structure which consists of North America, APAC, EMEA and Israel.

 

D.       Property, Plants and Equipment

 

Our manufacturing facilities are located on the following properties in Israel and the United States:

  

Properties   Issuer’s rights   Location   Purpose   Size
Kibbutz Sdot-Yam(1)   Land Use Agreement   Caesarea, Central Israel   Headquarters, manufacturing facility, research and development center   30,744 square meters of facility and 60,870 square meters of un-covered yard *
Bar-Lev Industrial Park manufacturing facility(2)   Land Use Agreement   Carmiel, Northern Israel   Manufacturing facility   22,844 square meters of facility and 53,261 square meters of un-covered yard**
Belfast Industrial Center(3,4)   Ownership   Richmond Hill, Georgia, United States   Manufacturing facility   26,400 square meters of facility and 401,110 square meters of un-covered yard (excluding 56,089 square meters of wetland)

 

* Square-meter figures with respect to properties in Israel are based on data measured by the relevant municipalities used for local tax purposes.

 

** Square-meter figures based on data used by Israeli municipalities for local tax purpose is adjusted to reflect the property leased from Kibbutz Sdot-Yam as agreed between us and the Kibbutz during 2014. This does not include additional 5,000 square meters adjacent to the manufacturing facility, which we acquired in December 2019.

 

(1) Leased pursuant to a land use agreement with Kibbutz Sdot-Yam entered into in March 2012 with a term of 20 years, which replaced the former land use agreement. Starting from September 2014 we use an additional 9,000 square meters pursuant to Kibbutz Sdot-Yam’s consent under terms materially similar to the land use agreement. However, we have the right to return such additional office space and premises to Kibbutz Sdot-Yam at any time upon 90 days’ prior written notice. In September 2016, we exercised our right to return to the Kibbutz an additional office space of approximately 400 square meters which we used since January 2014 under terms materially similar to the land use agreement. The lands on which these facilities are located are held by the ILA and leased or subleased by Kibbutz Sdot-Yam pursuant to agreements described in “ITEM 7.B: Major Shareholders and Related Party Transactions—Related Party Transactions—Relationship and agreements with Kibbutz Sdot-Yam—Land use agreement.”

 

(2) Leased pursuant to a land use agreement with Kibbutz Sdot-Yam entered into in March 2011, with a term of 10 years commencing in September 2012, which will be automatically renewed, unless we give two years’ prior notice, for an additional 10-year term. This agreement was executed simultaneously with the land purchase and leaseback agreement we entered into with Kibbutz Sdot-Yam, according to which Kibbutz Sdot-Yam acquired from us our rights in the lands and facilities of the Bar-Lev industrial center, under a long term lease agreement we entered into with the ILA on June 6, 2007 to use the premises for an initial period of 49 years as of February 6, 2005, with an option to renew for an additional term of 49 years as of the end of the initial period. For more information, see “ITEM 7.B: Major Shareholders and Related Party Transactions—Related Party Transactions—Relationship and agreements with Kibbutz Sdot-Yam—Land purchase agreement and leaseback.”

 

(3) On September 17, 2013, we entered into a purchase agreement for the purchase of approximately 45 acres of land in Richmond Hill, the State of Georgia, United States, comprising approximately 36.6 acres of upland and approximately 9 acres of wetland for our new U.S. manufacturing facility, the construction of which was completed in 2015. On June 22, 2015, we exercised a purchase option in the agreement and acquired approximately 19.4 acres of land, comprising approximately 18.0 acres of upland. On November 25, 2015, we entered into a new purchase agreement for the purchase of approximately 54.9 acres of additional land situated adjacent to the previously purchased land, comprising approximately 51.1 acres of upland.

 

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(4) In December 2014, we entered into a bond purchase loan agreement, were issued a taxable revenue bond on December 1, 2014, and executed a corresponding lease agreement. Pursuant to these agreements, the Development Authority of Bryan County, an instrumentality of the State of Georgia and a public corporation (“DABC”), has acquired legal title of our facility in Richmond Hill, in the State of Georgia, U.S., and in consideration leased such facilities back to us. In addition, the facility was pledged by DABC in favor of us and DABC has committed to re-convey title to the facility to us upon the maturity of the bond or at any time at our request, upon our payment of $100 to DABC. Therefore, we consider such facilities to be owned by us. This arrangement was structured to grant us property tax abatement for ten years at 100% and additional five years at 50%, subject to our satisfying certain qualifying conditions with respect to headcount, average salaries paid to our employees and the total capital investment amount in our U.S. plant. In December 2015, we entered into an additional bond purchase loan agreement with the Development Authority of Bryan County, and were issued a second taxable revenue bond on December 22, 2015, to cover additional funds and assets which were utilized in the framework of constructing, acquiring and equipping our U.S. facility. If we were to expand our current U.S. facility, we would have been entitled to an additional taxable revenue bond and a corresponding property tax abatement. In 2017, we notified DABC that we will not be utilizing such additional bond at this time and, accordingly, it has expired.

 

For further discussion and details of the productive capacity of our facilities, see “ITEM 4.B: Information on the Company— Business Overview— Manufacturing and Facilities.” Various environmental issues may affect our utilization of the above-mentioned facilities. For a further discussion, see “Item 4.B. Information on the Company—Business Overview—Environmental and Other Regulatory Matters—Environmental and Health and Safety Regulations” above.

 

ITEM 4A: Unresolved Staff Comments

 

Not applicable.

 

ITEM 5: Operating and Financial Review and Prospects

 

A.       Operating Results

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial information presented in “ITEM 3: Key Information,” our audited consolidated balance sheets as of December 31, 2019 and 2018, the related consolidated income statements and cash flow statements for each of the three years ended December 31, 2019, 2018 and 2017, and related notes and the information contained elsewhere in this annual report. Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. See “ITEM 3.D: Risk Factors” and “Special Note Regarding Forward Looking Statements.”

 

Company overview 

 

We are a leading developer and manufacturer of high-quality engineered quartz surfaces sold under our premium Caesarstone brand. We have grown to become one of the largest global providers of engineered quartz surfaces. Our products accounted for approximately 7% of global engineered quartz by volume in 2018. Our sales in the United States, Australia, Canada and Israel, our four largest markets, accounted for 45.9%, 19.8%, 15.7% and 7.1% of our revenues in 2019. We believe that our revenues will continue to be highly concentrated among a relatively small number of geographic regions for the foreseeable future. For further information with respect to our geographic concentration, see “ITEM 3.D: Key Information—Risk Factors—Our revenues are subject to significant geographic concentration and any disruption to sales within one of our key existing markets could materially and adversely impact our results of operations and prospects.”

 

We experienced annual compound revenue growth of 8.5% between 2015 and 2017, driven mainly by the continued quartz penetration, increased remodeling spending in all our top three markets and growth in the residential segment in the United States, our largest market. In addition, the portion of innovative designs within our offering increased over time. Revenue declined by 5.2% between 2018 and 2019 mainly due to declines in sales in the Australia and Canada markets, mainly as a result of softer market conditions coupled with more intense competition, and mainly from low-cost manufacturers. See “—Comparison of period-to-period results of operations—Year ended December 31, 2019 compared to year ended December 31, 2018—Revenues” for additional information. From 2018 to 2019 our gross profit margins decreased from 28.4% to 27.2%, adjusted EBITDA margins decreased from 13.1% to 12.6%, and adjusted net income decreased from 6.3% to 4.9% over the same period. We attribute the decrease in margins mainly to increased manufacturing unit costs due to lower fixed cost absorption resulting from lower capacity utilization in our facilities (as a result of reducing the number of weekend shifts in our Israeli facilities in the second half of 2018 and reducing the number of shifts in our U.S. facility in May 2019 to the equivalent of one line working five days), lower average selling prices and adverse currency exchange impact, partially offset by improved regional mix and improved supply chain efficiencies.

 

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Our strategy is to continue to be a global market leader of countertop surfaces, and quartz surface products in particular. We believe that a significant portion of our future growth will come from our U.S. market where we see the greatest growth opportunity. We believe that our expansion into new markets, mainly transitioning to direct sales in markets in which we currently operate through distributors and particularly in Europe, will contribute to our future growth in the long term. We believe that in order to remain competitive in the long term, we will need to grow our business both organically and through the acquisition of third-party distributors, manufacturers, fabricators and/or raw material suppliers and/or the expansion of our product offering.

 

Factors impacting our results of operations

 

We consider the following factors to be important in analyzing our results of operations:

 

Our sales are impacted by home renovation and remodeling and new residential construction, and to a lesser extent, commercial construction. We estimate that approximately 60%-70% of our revenue is related to renovation and remodeling activities in the United States, Australia and Canada, while 25% to 35% is related to new residential construction. Renovation and remodeling spending increased by single digits in the United State and Canada in 2019 compared to 2018. In Australia, renovation and remodeling spending experienced decline in 2019 compared to 2018 growth.

 

In 2019 our revenue decreased by 5.2%. On a constant currency basis, revenue declined by 3.0%. The decline was primarily in Canada and Australia, declining by 11.7% and 11.4% on a constant currency basis, respectively. In 2018 our revenue decreased by 2.1%. On a constant currency basis, revenue declined by 11.9%. The decline was primarily in the United States and Australia, declining by 2.5% and 1.9% on a constant currency basis, respectively.

 

Our gross profit margins have decreased from a level of 33.5% in 2017 and 28.4% in 2018 to 27.2% in 2019. This margin decrease is mainly attributed to increased manufacturing unit costs due to lower fixed cost absorption resulting from lower capacity utilization in our facilities, lower average selling prices and adverse currency exchange impact, partially offset by improved regional mix and improved supply chain efficiencies.

 

Our operating income margins were 4.5% in 2019, 5.7% in 2018 and 6.9% in 2017. The continuing decrease is mainly related to the gross margin erosion explained above and was partially offset by cost savings initiatives implemented in 2019, including marketing and general and administrative savings related to the formation of the North America region.

 

Our revenues and results of operations exhibit some quarterly fluctuations as a result of seasonal influences which impact construction and renovation cycles. Due to the fact that certain of our operating costs are fixed, the impact of such fluctuations on our adjusted EBITDA, adjusted net income and net income of a change in revenues is material. We believe that the second and third quarters tend to exhibit higher sales volumes than the other quarters because demand for quartz surface products is generally higher during the summer months in the northern hemisphere with the effort to complete new construction and renovation projects before the new school year. Conversely, the first quarter is typically impacted by the winter slowdown in the northern hemisphere in the construction industry and might reduce sales in Israel depending on the timing of the spring holiday a particular year. Similarly, sales in Australia during the first quarter are negatively impacted by fewer construction and renovation projects. The fourth quarter is susceptible to being impacted by the onset of winter in the northern hemisphere.

 

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We conduct business in multiple countries in North America, South America, Europe, Asia-Pacific, Australia and the Middle East and as a result, we are exposed to risks associated with fluctuations in currency exchange rates between the U.S. dollar and certain other currencies in which we conduct business. A significant portion of our revenues is generated in U.S dollar, and to a lesser extent the Australian dollar, the Canadian dollar, the Euro and the new Israeli shekel. In 2019, 47.9% of our revenues were denominated in U.S. dollars, 19.8% in Australian dollars, 15.7% in Canadian dollars, 5.6% in Euros and 7.1% in NIS. As a result, devaluations of the Australian dollars, and to a lesser extent, the Canadian dollar relative to the U.S. dollar may unfavorably impact our profitability. Our expenses are largely denominated in U.S. dollars, NIS and Euro, with a smaller portion in Canadian dollars and Australian dollars. As a result, appreciation of the NIS, and to a lesser extent, the Euro relative to the U.S. dollar may unfavorably affect our profitability. We attempt to limit our exposure to foreign currency fluctuations through forward and option contracts, which, except for U.S. dollar/NIS forward contracts, are not designated as hedging accounting instruments under ASC 815, Derivatives and Hedging. As of December 31, 2019, we had outstanding contracts with a notional amount of $37 million. These transactions were for a period of up to 12 months. The fair value of these foreign currency derivative contracts was negative $0.4 million, which is included in current assets and current liabilities, at December 31, 2019. For further discussion of our foreign currency derivative contracts, see “ITEM 11: Quantitative and Qualitative Disclosures About Market Risk.”

  

Components of statements of income 

 

Revenues

 

We derive our revenues from sales of quartz surfaces, mostly to fabricators in our direct markets and to third-party distributors in our indirect markets. In the United States, Australia, Canada and Singapore the initial purchasers of our products are primarily fabricators. In Israel, the purchasers are local distributors who in turn sell to fabricators. In the United States, we also sell our products to a small number of sub-distributors, stone resellers as well as to IKEA and Home Depot. We consider Israel to be a direct market due to the warranty we provide to end-consumers, our local fabricators’ technical instruction programs and our local sales and marketing activities. The purchasers of our products in our other markets are our third-party distributors who in turn sell to sub-distributors and fabricators. Our direct sales accounted for 91.5% and 90.2%, for the years ended December 31, 2019 and 2018, respectively.

 

Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.

 

The warranties that we provide vary by market. In our indirect markets, we provide all of our distributors with a limited direct manufacturing defect warranty. In all of our indirect markets, distributors are responsible for providing warranty coverage to end-customers. In Australia, Canada, the United States, the United Kingdom and Singapore we provide end-consumers with a limited warranty on our products for interior countertop applications. In Israel, we typically provide end-consumers with a direct limited manufacturing defect warranty on our products. Based on historical experience, warranty issues are generally identified within one and a half years after the shipment of the product and a significant portion of defects are identified before installation. We record a reserve on account of possible warranty claims, which increases our cost of revenues. Historically, warranty claims expenses have been low, accounting for approximately 0.3% of our total goods sold in 2019.

 

The following table sets forth the geographic breakdown of our revenues during the periods indicated:

  

    Year ended December 31,
    2019   2018   2017
Geographical Region   % of total revenues   Revenues in
thousands of
USD
  % of total revenues   Revenues in
thousands of
USD
  % of total
revenues
  Revenues in
thousands of
USD
United States     45.9 %   $ 250,471     41.5 %   $ 239,241     41.7 %   $ 245,361
Australia (incl. New Zealand)     19.8       108,150     22.8       131,086     23.4       137,559
Canada     15.7       85,975     17.3       99,678     16.6       97,838
Israel     7.1       38,693     6.9       39,894     7.6       44,489
Europe     6.9       37,756     6.0       34,457     4.9       28,679
Rest of world     4.6       24,929     5.5       31,515     5.8       34,221
Total     100.0 %   $ 545,974     100.0 %   $ 575,871     100.0 %   $ 588,147

 

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In 2019, U.S. revenues increased by 4.7%, mainly reflecting an increase in residential kitchen and bath retailors and new developments partially offset by decline in sales to IKEA. See “—Comparison of period-to-period results of operations—Year ended December 31, 2019 compared to year ended December 31, 2018—Revenues” for additional information.

 

In 2018, U.S. revenues decreased by 2.5%, mainly reflecting decrease in sales to IKEA that we believe is mainly due to change in IKEA’s promotional structure.

 

Revenues in Australia decreased by 17.5% in 2019 compared to a decrease of 4.7% in 2018. On a constant currency basis, revenues in Australia declined by 11.4% in 2019 and declined by 1.9% in 2018. The decrease in 2019 in comparison to 2018 primarily reflects lower sales volumes and lower average selling prices due to weakness in the Australian housing market as well as more intense competition from low-cost manufacturers mainly from China. See “—Comparison of period-to-period results of operations—Year ended December 31, 2019 compared to year ended December 31, 2018—Revenues” for additional information.

 

In Canada, revenues declined by 13.7% in 2019 compared to an increase of 1.9% in 2018, representing a 11.7% decrease and 1.7% increase on a constant-currency basis, respectively. Our decrease rate in 2019 reflects softer market conditions and more competitive environment that resulted in decrease in our residential and commercial sales partially offset by stronger IKEA sales.

 

Revenues in Israel decreased by 3.0% in 2019 compared to a decrease of 10.3% in 2018. On a constant currency basis, revenues declined by 3.5% and 10.7% in 2019 and 2018, respectively. The decrease in revenue is mainly due to a softer housing market combined with greater competition.

 

Revenues in Europe grew by 9.6% in 2019 and 20.1% in 2018. On a constant-currency basis, growth in Europe was 14.7% in 2019 and 15.7% in 2018. The continued growth is primarily due to growth in the U.K.

 

Our revenues for the rest of the world declined by 20.9% in 2019 compared to decrease of 7.9% in 2018. On a constant currency basis, revenues declined by 17.9% in 2019 and 11.7% in 2018. The decline is mainly related to increased competition mainly from low cost manufacturers.

  

Cost of revenues and gross profit margin

 

Approximately 39% of our cost of revenues is raw material costs (excluding the cost of OEM products sold during the year ended December 31, 2019, which accounted for less than 10% out of our cost of revenues). The cost of our raw materials consists of the purchase prices of such materials and costs related to the logistics of delivering the materials to our manufacturing facilities. Our raw materials costs are also impacted by changes in foreign exchange rates. Our principal raw materials, quartz and polyester, jointly accounted for approximately 70% of our total raw material cost in 2019. The balance of our cost of revenues consists primarily of manufacturing costs and related overhead. Cost of revenues in our direct distribution channels also includes the cost of delivery from our manufacturing facilities to our warehouses, warehouse operational costs, as well as additional delivery costs associated with the shipment of our products to customer sites in certain markets. In the U.S. and Canada, we also incur fabrication and installation costs related mainly to IKEA. In the case of our indirect distribution channels, we bear the cost of delivery to the seaport closest to our production plants and our distributors bear the cost of delivery from the seaport to their warehouses.

 

Quartz is one of our principal raw materials. In 2019, approximately 61% of our total quartz was from several suppliers in Turkey, with the major part acquired from Mikroman and Polat.

 

Quartz accounted for approximately 34% % of our raw materials cost in 2019. Accordingly, our cost of sales and overall results of operations are impacted significantly by fluctuations in quartz prices. In 2019 and 2018, the average cost of quartz decreased by 3.4% and increased 3.0%, respectively, mainly as a result of lower portion of production in our U.S. manufacturing facility, where import of quartz from non-domestic suppliers involves higher transportation costs, and as a result of decrease of transportation due to oil prices. Any future increases in quartz costs may adversely impact our margins and net income.

 

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Given the significance of polyester costs relative to our total raw material expenditures, our cost of sales and overall results of operations are impacted significantly by fluctuations in their prices, which generally correlate with benzine prices. In 2018, average polyester costs increased by approximately 6%. In 2019, our average polyester costs decreased by approximately 12%, due to better market conditions suppliers and adding alternative suppliers. Any future increases in polyester costs may adversely impact our margins and net income.

 

We are exposed to fluctuations in the prices of pigments, although to a lesser extent than with polyester. For example, the cost of titanium dioxide, our principal white pigmentation agent, decreased by approximately 10% and increased by approximately 16% in 2019 and 2018, respectively. Any future increases in pigments costs may adversely impact our margins and net income.

 

The gross profit margins on sales in our direct markets are generally higher than in our indirect markets in which we use third-party distributors, due to the elimination of the third-party distributor’s margin. In many markets, our expansion strategy is to work with third-party distributors who we believe will be able to increase sales more rapidly in their market and more cost effective than if we distributed our products directly. However, in several markets we distribute directly, including the United States, Australia, Canada and in the United Kingdom. In the future, we intend to evaluate other potential markets to distribute directly.

 

Research and development, net

 

Our research and development expenses consist primarily of salaries and related personnel costs, as well as costs for subcontractor services and costs of materials consumed in connection with the design and development of our products. We expense all of our research and development costs as incurred.

 

Marketing and selling

 

Marketing and selling expenses consist primarily of compensation and associated costs for personnel engaged in sales, marketing, distribution and advertising and promotional expenses. Between 2015 and 2017, our expenses increased both in absolute spending and as a percentage of revenues. In 2018 and 2019 our expenses decreased as part of our cost savings initiatives mainly attributed to the U.S. and is also related to the formation of the north America region at the beginning of 2019 that yielded cost saving due to synergies. This was partially offset by increased cost in the United Kingdom to support growth in the newly established direct distribution operations.

 

General and administrative

 

General and administrative expenses consist primarily of compensation and associated costs for personnel engaged in finance, human resources, information technology, legal and other administrative activities, as well as fees for legal and accounting services. See “—Other factors impacting our results of operations—Agreements with Kibbutz Sdot-Yam” and “ITEM 7: Major Shareholders and Related Party Transactions—Related Party Transactions.”

 

Legal settlements and loss contingencies, net

 

Legal settlements and loss contingencies, net consists of expenses related to settlements expenses and estimated exposure not covered by our insurance applicable to individual silicosis claims and other ongoing claims. In 2019, we recorded $12.4 million of such expenses, including a provision related to the developments in the WOMAG arbitration. In 2018, we recorded $8.9 million of such expenses. In 2017, we recorded $24.8 million related primarily to the outcome of the arbitration with Kfar Giladi.

 

Finance expenses, net

 

Finance expenses, net, consist primarily of bank and credit card fees, borrowing costs and exchange rate differences arising from changes in the value of monetary assets and monetary liabilities stated in currencies other than the functional currency of each entity. These expenses are partially offset by interest income on our cash balances and gains on derivative instruments. Our finance expenses, net were $5.6 million in 2017 and $3.6 million in 2018, a decrease given higher gains from derivatives transaction. In 2019, our finance expenses increased to $5.6 million as a result of higher losses related to exchange rate fluctuations also as a result of the implementation of the new leasing accounting standard, and lower income from bank deposits as well as gains from derivatives.

 

 

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Corporate taxes


As we operate in a number of countries, our income is subject to taxation in different jurisdictions with a range of tax rates. Our effective tax rate was 32.7% in 2019, 15.7% in 2018 and 21.2% in 2017. In 2019 non- deductible expenses related to new lease accounting standard revaluation resulted in increase of approximately 4% in the effective tax rate.

 

The standard corporate tax rate for Israeli companies was 24% in 2017 and 23% in 2018 and 2019. Our non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of origination.

 

Effective January 1, 2011, with the enactment of Amendment No. 68 to the Israeli Tax Law, both of our Israeli facilities operate under a consolidated “Preferred Enterprise” status. The “Preferred Enterprise” status provides the portion related to the Bar-Lev manufacturing facility with the potential to be eligible for grants of up to 20% of the investment value in approved assets and a reduced flat corporate tax rate, which applies to the industrial enterprise’s entire preferred income, of 9% in the three years of 2014 through 2016 and 7.5% in 2017 onward. For the portion related to the Sdot-Yam facility, this status provides us with a reduced flat corporate tax rate, which applies to the industrial enterprise’s entire preferred income, which was 16% during the same period.

 

In December 2017, the U.S. enacted significant tax reform commencing with the year ended December 31, 2017, including, but not limited to (1) reducing the U.S. federal corporate income tax rate to 21% effective 2018; and (2) imposing a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries of U.S. companies that had not been previously taxed in the U.S.

 

The TCJA also established new tax provisions affecting 2018, including, but not limited to (1) creating a new provision designed to tax global intangible low-tax income; (2) generally eliminating U.S. federal taxes on dividends from foreign subsidiaries; (3) eliminating the corporate alternative minimum tax; (4) creating the base erosion anti-abuse tax; (5) establishing a deduction for foreign derived intangible income; (6) repealing the domestic production activity deduction; and (7) establishing new limitations on deductible interest expense and certain executive compensation.

 

The reduction of the U.S. federal corporate income tax rate required us to remeasure our deferred tax assets and liabilities as of the date of enactment. For the year ended December 31, 2017, we decreased the net deferred tax liability as a result of such remeasurement, resulting in tax income benefit for the year ended December 31, 2017.

 

As of December 31, 2019, certain provisions of the TCJA remains subject to Internal Revenue Service as well as state tax authorities’ guidance and interpretation which could have a material adverse effect on our cash tax liabilities, results of operations, and financial condition. In addition, the TCJA could be subject to potential amendments and technical corrections, any of which could materially lessen or increase certain adverse impacts of the legislation on us and our business. We will continue to evaluate the effects of the TCJA on us as federal and state tax authorities issue additional regulations and guidance.

 

For more information about the tax benefits available to us as an Approved Enterprise or as a Beneficiary Enterprise or as Preferred Enterprise, see “ITEM 10.E: Additional Information—Taxation—Israeli tax considerations and government programs.”

 

Net income attributable to non-controlling interest

 

In October 2010, we closed a transaction for the establishment of a joint venture with our former third-party distributor in Eastern Canada, Canadian Quartz Holdings Inc. (“Ciot”). Ciot acquired a 45% ownership interest in the new subsidiary, Caesarstone Canada Inc., and 45% of Caesarstone Canada Inc.’s net income is attributed to Ciot. In December 2018, the Company purchased Ciot’s 45% ownership interest in Caesarstone Canada Inc. and increased its ownership interest to 100%.

 

Other factors impacting our results of operations

 

Share based compensation

 

We recorded share-based compensation expenses related to the above grants of $3.6 million, $1.7 million and $5.3 million in 2019, 2018 and 2017, respectively and expect to record $5.2 million over a weighted average period of 1.1 years from December 31, 2019. For more information, see also Note 12 to our financial statements included elsewhere in this report.

 

 50

 

 

Agreements with Kibbutz Sdot-Yam

 

We are party to a series of agreements with our largest shareholder, Kibbutz Sdot-Yam, which govern different aspects of our relationship. Pursuant to these agreements, in consideration for using facilities leased to us or for services provided by Kibbutz Sdot-Yam, we paid to the Kibbutz an aggregate of $9.5 million in 2019, $9.3 million in 2018 and $9.2 million in 2017 (excluding VAT). During 2018 and following the assessment of an appointed appraiser and negotiations between us and the Kibbutz, it was agreed to increase the fees under such agreement, such that for the year ended December 31, 2018 we paid additional amount of NIS 950,000 (approximately $250,000), and starting in 2019 and on we pay an additional annual amount of NIS 1,100,000 (approximately $293,000).

 

For more information on these agreements, see “ITEM 7.B: Major Shareholders and Related Party Transactions—Related Party Transactions.”

 

Comparison of period-to-period results of operations 

 

The following table sets forth our results of operations as a percentage of revenues for the periods indicated:

 

    Year ended December 31,
    2019   2018   2017
    Amount   % of Revenue   Amount   % of Revenue   Amount   % of Revenue
    (in thousands of U.S. dollars)
Consolidated Income Statement Data:                                                
Revenues:   $ 545,974       100.0 %   $ 575,871       100.0 %   $ 588,147       100.0 %
Cost of revenues     397,335       72.8       412,457       71.6       390,924       66.5  
Gross profit     148,639       27.2       163,414       28.4       197,223       33.5  
Operating expenses:                                                
Research and development, net     4,146       0.8       3,635       0.6       4,164       0.7  
Marketing and selling     66,770       12.2       74,786       13.0       81,789       13.9  
General and administrative     40,681       7.5       43,323       7.5       45,930       7.8  
Legal settlements and loss contingencies, net     12,359       2.3       8,903       1.6       24,797       4.2  
Total operating expenses     123,956       22.7       130,647       22.7       156,680       26.6  
Operating income     24,683       4.5       32,767       5.7       40,543       6.9  
Finance expenses, net     5,578       1.1       3,639       0.6       5,583       0.9  
Income before taxes on income     19,105       3.5       29,128       5.1       34,960       5.9  
Taxes on income     6,243      
1.0
      4,560       0.8       7,402       1.3  
Net income   $ 12,862       2.4 %   $ 24,568       4.3 %   $ 27,558       4.7 %
Net income attributable to non-controlling interest                 163       0.1       1,356       0.2  
Net income attributable to controlling interest   $ 12,862       2.4 %   $ 24,405       4.2 %   $ 26,202       4.5 %

  

Year ended December 31, 2019 compared to year ended December 31, 2018

 

Revenues

 

Revenues decreased by $29.9 million or 5.2%, to $546.0 million in 2019 from $575.9 million in 2018. The decrease resulted primarily from a 3.5% decrease in the volume of sales resulting in a decrease in revenues of approximately $18.5 million. The main volume decline we experienced was in Australia, Canada, Israel and Rest of the World, which was partially offset by increased volume in the United States and United Kingdom. Adverse currency exchange rates impact, related to the depreciation of most of the currencies against the U.S. dollar, resulted in a revenue decrease of approximately $12.6 million. In addition, our average selling prices decreased by 1.8% primarily due to increased competition in Australia and less favorable product and channel mix in the United States, which resulted in decrease in revenues of approximately $6.6 million.

 

Cost of revenues and gross profit margins

 

Cost of revenues decreased by $15.1 million, or 3.7%, to $397.3 million in 2019 from $412.5 million in 2018, primarily due to increased average product manufacturing costs per unit in our facilities due to lower fixed cost absorption resulting from lower capacity utilization in our facilities, as well as unfavorable foreign exchange impact, partially offset by lower raw materials cost and supply chain efficiencies.

 

 51

 

 

Gross profit decreased from $163.4 million in 2018 to $148.6 million in 2019, with a decrease in gross margin of 120 basis points. The margin decrease was driven primarily by in the cost of revenue percentage described above combined with lower average selling prices which was partially offset by more favorable geographic and product mix.

 

Operating expenses

 

Research and development. Research and development expenses increased by $0.5 million, or 14.0%, to $4.1 million in 2019 from $3.6 million in 2018.

 

Marketing and selling. Marketing and selling expenses decreased by $8.0 million, or 10.7%, to $66.8 million in 2019 from $74.8 million in 2018. Marketing expenses as percent of revenue decreased from 13.0% in 2018 to 12.2% in 2019. This was mainly due to the North America regional restructuring and cost reduction mainly related to marketing expenses.

 

General and administrative. General and administrative expenses decreased by $2.6 million, or 6.1%, to $40.7 million in 2019 from $43.3 million in 2018. This decrease mainly related to the North America regional restructuring.

 

Legal settlements and loss contingencies, net. Legal settlements and loss contingencies, net increased by $3.5 million to $12.4 million in 2019. This increase was mainly related to WOMAG’s claim.

 

Finance expenses, net

 

Finance expenses, net increased by $1.9 million, or 53.3%, to $5.6 million in 2019 from $3.6 million in 2018. This is mostly related to lease accounting foreign exchange revaluation and currency fluctuations against the USD, partially offset by income from derivatives.

 

Taxes on income

 

Taxes on income increased by $1.6 million to $6.2 million in 2019 from $4.6 million in 2018. Our effective tax rate was 33% in 2019 compared with 15.7% in 2018. This was mostly due to lower taxable income attributable to CSI results and carry’s lower effective tax rate (11%) and higher nondeductible expenses related the new lease accounting standard foreign currency fluctuations and provisions for uncertain tax positions all out of lower profit before taxes.

 

Net income attributable to non-controlling interest

 

Net income attributable to non-controlling interest decreased by $0.2 million from $0.2 million in 2018 due to our acquisition of Ciot’s ownership interest in Caesarstone Canada Inc. in December 2018 and the resultant increase in our ownership interest to 100%.

  

Year ended December 31, 2018 compared to year ended December 31, 2017

 

For a comparison of the years ended December 31, 2018 and 2017, see “ITEM 5.A. Operating and Financial Review and Prospects—Operating Results—Year ended December 31, 2018 compared to year ended December 31, 2017” included in our annual report on Form 20-F for the year ended December 31, 2018, filed with the SEC on March 14, 2019, which comparative information is herein incorporated by reference.

 

Quarterly results of operations and seasonality 

 

The following table presents our unaudited condensed consolidated quarterly results of operations for the eight quarters in the period from January 1, 2018 to December 31, 2019. We also present reconciliations of gross margins to adjusted gross margins, net income to adjusted EBITDA and net income attributable to controlling interest to adjusted net income attributable to controlling interest for the same periods. This information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report. For more information on our use of non-GAAP financial measures, see “ITEM 3.A. Key Information—Selected Financial Data.” We have prepared the unaudited condensed consolidated quarterly financial information for the quarters presented below on the same basis as our audited consolidated financial statements. The historical quarterly results presented below are not necessarily indicative of the results that may be expected for any future quarters or periods.

 

 52

 


   
Three months ended
 
   
Dec. 31, 2019
   
Sept. 30, 2019
   
June 30, 2019
   
Mar. 31, 2019
   
Dec. 31, 2018
   
Sept. 30, 2018
   
June 30, 2018
   
Mar. 31, 2018
 
   
(in thousands of U.S. dollars)
 
Reconciliation of Gross profit to Adjusted Gross profit:
                                               
Gross profit          
 
$
34,983
   
$
42,624
   
$
39,763
   
$
31,269
   
$
37,070
   
$
43,771
   
$
48,329
   
$
34,244
 
Share-based compensation expense (a)
   
10
     
136
     
63
     
76
     
85
     
61
     
(41
)
   
58
 
Non-recurring import related expenses (income)
   
-
     
-
     
(2,611
)
   
1,110
     
2,104
     
-
     
-
     
-
 
Other non-recurring items (b)
   
294
     
-
     
1,367
     
-
     
-
     
-
     
-
     
-
 
                                                                 
Adjusted Gross profit          
 
$
35,287
   
$
42,760
   
$
38,582
   
$
32,455
   
$
39,259
   
$
43,832
   
$
48,288
   
$
34,302
 

   
Three months ended
 
   
Dec. 31, 2019
   
Sept. 30, 2019
   
June 30, 2019
   
Mar. 31, 2019
   
Dec. 31, 2018
   
Sept. 30, 2018
   
June 30, 2018
   
Mar. 31, 2018
 
   
(in thousands of U.S. dollars)
 
Consolidated Income Statement Data:
                                               
Revenues:
 
$
133,867
   
$
142,839
   
$
141,071
   
$
128,197
   
$
142,881
   
$
147,689
   
$
149,243
   
$
136,058
 
Revenues as a percentage of annual revenue
   
24.5
%
   
26.2
%
   
25.8
%
   
23.5
%
   
24.8
%
   
25.7
%
   
25.9
%
   
23.6
%
Gross profit          
 
$
34,983
   
$
42,624
   
$
39,763
   
$
31,269
   
$
37,070
   
$
43,771
   
$
48,329
   
$
34,244
 
Operating income          
   
497
     
12,939
     
10,603
     
644
     
4,035
     
14,030
     
13,275
     
1,427
 
Net income (loss)          
   
(275
)
   
7,128
     
6,414
     
(405
)
   
1,484
     
10,587
     
11,041
     
1,456
 
Other financial data:
                                                               
Adjusted Gross profit
   
35,287
     
42,760
     
38,582
     
32,455
     
39,174
     
43,771
     
48,329
     
34,244
 
Adjusted Gross profit as a percentage of annual adjusted Gross profit
   
23.7
%
   
28.7
%
   
25.9
%
   
21.7
%
   
23.7
%
   
26.4
%
   
29.2
%
   
20.7
%
Adjusted EBITDA          
 
$
15,741
   
$
22,515
   
$
19,156