Annual Report and Accounts
Orad Hi-Tec Systems
03 March 2008
Orad Hi-Tec Systems Ltd ('Orad' or the 'Company')
Record results for the fiscal year 2007 and the quarter ended
December 31, 2007
Tel Aviv, March 3, 2008 - Orad Hi-Tec Systems Ltd (Frankfurt - Prime Standard;
London - AIM. Symbol: OHT), a leading developer, marketer and distributor of
state-of-the-art, 3D graphical solutions for the broadcasting, advertising and
visual simulation markets, announced today record results for the fiscal year
2007 and the quarter ended December 31, 2007.
Highlights:
• Revenues for 2007 increased by 29% to US$22.9 millions compared to
US$17.7 millions in 2006.
• Revenues for Q4/07 increased by 49% to US$6.9 millions compared to
US$4.6 million in Q4/06 and by 12% compared to Q3/07
• Gross margin for 2007 improved to 66% from 61% in 2006.
• Net profit increased by 170% to US$1.7 million in 2007 compared to net
profit of US$0.6 million in 2006
• Cash climbed to US$14 millions with positive cash flow of US$4 million
in 2007 and positive cash flow of US$0.7 million in Q4/2007
• Orad strengthened its position in the On-Air Graphic systems market
with significant deals in 2007 with Deutsch Welle ,CCTV, Shanghai TV, Tele
Madrid, Polsat, PCCW, RTBF, Canal+ and others.
• Orad continued to dominate the virtual studios market with a contract
worth US$2.5 million with Canwest Global Communications.
• A major share transaction between shareholders resulted in the sale of
the ISMM shares under liquidations to the Edmond De Rothschild fund and
other US based funds.
• Orad strengthen its board of director with the appointment of Joel
Warschawski, President of Edmond de Rothschild Private Equity management
Limited
Avi Sharir, Orad's President and Chief Executive Officer Commented 'We are
pleased with the results achieved for the year 2007. This is the third
consecutive year of significant improvements in sales, gross margin, net profit
and cash flow. Orad's increased penetration of the On-Air graphic market
contributed to the increase in sales and the increased gross margin.' and added:
'Orad offers today a one stop shop to prime broadcasters with a full suite of
graphic systems, sports systems and virtual studios. This has resulted in more
broadcasters choosing Orad's graphic systems. In 2007 we successfully increased
our application offering. We deployed several integrated solutions to news-
rooms as well as new applications in channel branding and sport solutions.'
He added: 'We believe that Orad continues to dominate in the virtual studios
market. In this regard we believe that Orad's Proset solution represents the
best technology available and offers a comprehensive solution to large networks
wishing to adopt a cost saving solution. During the year, Orad received its
largest ever Virtual Studio order from Canada's largest network Canwest Global
with a contract for a centralised virtual studio that controls multiple remote
studios. Our strong order back log keeps us optimistic regarding the results
for 2008'.
Financial summery for the relevant periods:
In thousand USD
Q4/06 Q3/07 Q4/07 2007 2006
Sales 4,607 6,128 6,875 22,940 17,719
Gross Profit 2,916 3,918 4,353 15,094 10,818
Gross Margin 63.29% 64% 63% 66% 61.05%
R&D expenses 660 696 961 3,207 2,507
S&M Expenses 1,840 2,327 2,195 8,474 6,631
G&A expenses 362 498 663 2,207 1,506
Net Profit / (loss) 185 621 706 1,775 636
Cash Status 9,662 13,306 14,050 14,050 9,662
For further information:
Orad (www.orad.tv) 972 976 768 62
Ehud Ben-Yair, CFO ehudb@orad.tv
Shore Capital (London)
Graham Shore 44 20 7408 4090
Edicto Investor Relations 49 608494859-1
Dr. Sonke Knop, Frankfurt Germany
__________________________
ORAD HI-TEC SYSTEMS LTD. AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007
U.S. DOLLARS IN THOUSANDS
INDEX
Page
Report of Independent Auditors 2
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Changes in Shareholders' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7 - 27
__________________________
REPORT OF INDEPENDENT AUDITORS
To the Shareholders of
ORAD HI-TEC SYSTEMS LTD.
We have audited the accompanying consolidated balance sheets of Orad Hi-Tec
Systems Ltd. ('the Company') and its subsidiaries as of December 31, 2007 and
2006 and the related consolidated statements of operations, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 2007. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We did not audit the financial statements of certain wholly-owned subsidiary,
whose assets constitute 3% of the total consolidated assets as of December 31,
2007 and 2006, respectively, and whose revenues constitute 4%, 2% and 3% of
total consolidated revenues for the years ended December 31, 2007, 2006 and
2005, respectively. Those statements were audited by other auditors whose
reports have been furnished to us, and our opinion, insofar as it relates to
amounts included for those companies, is based solely on the reports of the
other auditors.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. We were not engaged to perform an audit of the
Company's internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances but not for
the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits and the reports of the other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the reports of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of the Company and its
subsidiaries as of December 31, 2006 and 2007, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2007, in conformity with U.S. generally accepted accounting
principles.
Tel-Aviv, Israel KOST FORER GABBAY & KASIERER
March 2, 2008 A Member of Ernst & Young Global
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
December 31,
2007 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ $
12,981 9,091
Restricted cash 1,069 571
Trade receivables (net of allowance for doubtful accounts of $ 117 and $ 66 at 1,869 2,422
December 31, 2007 and 2006, respectively)
Other accounts receivable and prepaid expenses 1,163 837
Inventories 2,920 2,696
Work in progress, net of advances from customers 78 520
Total current assets 20,080 16,137
SEVERANCE PAY FUND 1,343 1,017
PROPERTY AND EQUIPMENT, NET 1,753 1,530
Total assets $ $
23,176 18,684
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ $
2,115 1,354
Deferred revenues 2,280 1,841
Other accounts payable and accrued expenses 5,718 4,767
Total current liabilities 10,113 7,962
ACCRUED SEVERANCE PAY 1,950 1,503
SHAREHOLDERS' EQUITY:
Share capital:
Ordinary shares of NIS 0.01 par value:
Authorized - 27,000,000 shares as of December 31, 2006 and 2007;
Issued and outstanding - 10,820,550 shares as of December 31, 2007 and 29 28
10,800,621 shares as of December 31, 2006
Additional paid-in capital 75,475 75,357
Foreign currency translation adjustments (547) (547)
Accumulated deficit (63,844) (65,619)
Total shareholders' equity 11,113 9,219
Total liabilities and shareholders' equity $ $
23,176 18,684
The accompanying notes are an integral part of the consolidated financial
statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except share and per share data
Year ended December 31,
2007 2006 2005
Revenues:
Sales $ 22,940 $ 17,719 $ 14,485
Long-term development contracts - - 916
Total revenues 22,940 17,719 15,401
Cost of revenues:
Cost of sales 7,846 6,901 6,646
Cost of long-term development contracts - - 1,047
Total cost of revenues 7,846 6,901 7,693
Gross profit 15,094 10,818 7,708
Operating expenses:
Research and development, net 3,207 2,507 2,451
Sales and marketing 8,474 6,631 6,078
General and administrative 2,207 1,506 1,754
Total operating expenses 13,888 10,644 10,283
Operating income (loss) 1,206 174 (2,575)
Financial income (expenses), net 573 467 (316)
Other expenses, net (4) (5) -
Net income (loss) $ 1,775 $ 636 $ (2,891)
Basic net earnings (loss) per share $ 0.16 $ 0.06 $ (0.27)
Weighted average number of shares used in computing basic net 10,821 10,791 10,781
earnings (loss) per share (in thousands)
Diluted net earnings (loss) per share $ 0.16 $ 0.06 $ (0.27)
Weighted average number of shares used in computing diluted net 10,934 10,823 10,781
earnings (loss) per share (in thousands)
The accompanying notes are an integral part of the consolidated financial
statements.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. dollars in thousands, except share data
Number of Share Additional Foreign Accumulated Total
outstanding paid-in currency deficit
Ordinary capital capital translation
shares adjustments
Balance as of January 1, 2005 10,750,726 $ 28 $ 75,241 $ (547) $ (63,364) $ 11,358
Comprehensive loss:
Net loss - - - - (2,891) (2,891)
Issuance of shares upon 11,250 *) - 9 - - 9
exercise of employee share
options
Issuance of earn-out shares 28,645 *) - 31 - - 31
Balance as of December 31,2005 10,790,621 28 75,281 (547) (66,255) 8,507
Comprehensive income:
Net income - - - - 636 636
Issuance of shares upon 10,000 *) - 9 - - 9
exercise of employee share
options
Share-based compensation - - 67 - - 67
Balance as of December 31, 2006 10,800,621 28 75,357 (547) (65,619) 9,219
Comprehensive income:
Net income - - - - 1,775 1,775
Issuance of shares upon 19,929 1 22 - - 23
exercise of employee share
options
Share-based compensation - - 96 - - 96
Balance as of December 31, 2007 10,820,550 $ $ 75,475 $ (547) $ (63,844) $ 11,113
*) Represents an amount lower than $ 1.
The accompanying notes are an integral part of the consolidated financial
statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Year ended December 31,
2007 2006 2005
Cash flows from operating activities:
Net income (loss) $ 1,775 $ 636 $ (2,891)
Adjustments to reconcile net income (loss) to net cash provided by (used
in) operating activities:
Depreciation 545 569 623
Share-based compensation 96 67 -
Decrease in trade receivables, net and other accounts receivable and 227 1,214 591
prepaid expenses
Decrease (increase) in inventories (384) 29 591
Decrease in work in progress, net of advances from customers 442 22 597
Increase in trade payables, other accounts payable and accrued expenses 1,833 731 429
and accrued severance pay, net
Increase in deferred revenues 439 640 460
Other - 5 31
Net cash provided by operating activities 4,973 3,913 431
Cash flows from investing activities:
Purchase of property and equipment (656) (146) (231)
Proceeds from sale of property and equipment 48 48 127
Decrease (increase) in restricted cash (498) (71) 250
Net cash provided by (used in) investing activities (1,106) (169) 146
Cash flows from financing activities:
Issuance of shares upon exercise of employee share options 23 9 9
Net cash provided by financing activities 23 9 9
Increase in cash and cash equivalents 3,890 3,753 586
Cash and cash equivalents at beginning of year 9,091 5,338 4,752
Cash and cash equivalents at end of year $ 12,981 $ 9,091 $ 5,338
The accompanying notes are an integral part of the consolidated financial
statements.
NOTE 1:- GENERAL
a. Orad Hi-Tec Systems Ltd. ('the Company') was incorporated in 1993. The
Company and its subsidiaries provide innovative real-time video processing
technologies for TV broadcasting, production studio and sports events. The
Company also develops and markets high-end three dimensional graphical computer
platforms for the visual simulation and virtual reality markets.
The Company operates through its wholly-owned subsidiaries in the United States,
France, Poland, Germany, the Netherlands, the United Kingdom, Spain, Israel and
Hong-Kong. These subsidiaries are engaged in the development, selling and
marketing of the Company's products. The Company sells its products directly and
through its subsidiaries and its distribution networks worldwide.
b. The Company reclassified certain overhead expenses in the prior years'
statements of operations. The following reclassifications, which conform to the
current years allocation of these overhead expenses had no effect on the
reported operating loss, net loss, basic and diluted loss per share and
shareholders equity.
Year ended December 31, 2005
As Reclassification As currently
reported
previously
reported
Cost of revenues:
Cost of sales 5,287 1,359 6,646
Cost of long-term development contracts 1,047 - 1,047
Total cost of revenues 6,334 1,359 7,693
Gross profit 9,067 (1,359) 7,708
Operating expenses:
Research and development, net 2,300 151 2,451
Sales and marketing 6,813 (735) 6,078
General and administrative 2,529 (775) 1,754
Total operating expenses 11,642 (1,359) 10,283
Operating loss 2,575 - 2,575
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States ('U.S. GAAP')
including relevant interpretations of the U.S. Securities and Exchange
Commission.
a. Use of estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
b. Financial statements in U.S. dollars:
A substantial portion of the revenues of the Company and its subsidiaries is
generated in U.S. dollars ('dollar'). In addition, a substantial portion of the
Company's and its subsidiaries' costs is incurred in dollars. A substantial
portion of the Company's funds is held in U.S. dollars. The Company's management
believes that the dollar is the currency of the primary economic environment in
which the Company and its subsidiaries operate. Thus, the functional and
reporting currency of the Company and its subsidiaries is the US dollar.
Accordingly, monetary assets, and liabilities and transactions in currencies
other than the dollar are remeasured into U.S. dollars in accordance with
Statement of Financial Accounting Standards No. 52, 'Foreign Currency
Translation' ('SFAS No. 52'). All transactions gains and losses from the
remeasurement are reflected in the consolidated statements of operations as
financial income or expenses, as appropriate.
c. Principles of consolidation:
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Intercompany balances and transactions have been eliminated
upon consolidation.
d. Cash equivalents:
Cash equivalents are short-term highly liquid investments that are readily
convertible to cash with original maturities of three months or less.
e. Restricted cash:
Restricted cash is primarily invested in highly liquid deposits, which are used
as a security for sales agreements and office lease agreements.
f. Inventories:
Inventories are stated at the lower of cost or market value. Inventory
write-offs are provided to cover risks arising from slow-moving items,
technological obsolescence and excess inventories.
Cost is determined as follows:
Raw materials, parts and supplies - by the moving average method.
Products in process and finished products:
Raw materials, parts and supplies - by the moving average method.
Subcontracting costs - on the basis of actual costs.
g. Property and equipment:
Property and equipment are stated at cost, net of accumulated depreciation.
Depreciation is calculated by the straight-line method over the estimated useful
lives of the assets at the following annual rates:
%
Computers , software and peripheral equipment 20 - 33
Office furniture and equipment 6 - 15
Motor vehicles 15
Leasehold improvements Over the shorter of the term of the
lease or the life of the asset
The Company leases under operating leases computers and peripheral equipment,
mobile broadcasting and demonstrating units ('leased equipment') to its
customers. Leased equipment is stated at cost, net of accumulated depreciation.
Depreciation is calculated by the straight-line method over the estimated useful
lives of the assets (three years).
h. Impairment of long-lived assets:
The Company's and its subsidiaries' long-lived assets are reviewed for
impairment in accordance with Statement of Financial Accounting Standards No.
144, 'Accounting for the Impairment or Disposal of Long-Lived Assets' ('SFAS No.
144'), whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying amount of an asset to the
future undiscounted cash flows expected to be generated by the assets. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. As of December 31, 2007, no impairment losses have
been identified.
i. Revenue recognition:
The Company and its subsidiaries generate revenues mainly from sales of systems,
software licenses, development contracts and from operating leases of equipment.
The Company and its subsidiaries implement Statement of Position No. 97-2,
'Software Revenue Recognition' ('SOP No. 97-2'), as amended. Revenues from
systems sales are recognized upon delivery of the system or upon installation at
the customer site, where applicable, provided that collection is probable, the
system fee is fixed or determinable and persuasive evidence of an arrangement
exists. In cases where a significant installation is required after the delivery
of the system, revenues from the system are deferred until the installation
occurs. Revenues in arrangements with multiple deliverables are recognized under
the 'residual method' when Vendor specific Objective Evidence ('VSOE') of fair
value exists for all undelivered elements, no VSOE exists for the delivered
elements, and all other revenue recognition criteria are satisfied. Revenues
from training and installation included in multiple element arrangements are
recognized at the time they are rendered.
Revenues from development contracts are recognized based on SOP No. 81-1,
'Accounting for Performance of Construction Type and Certain Production Type
Contracts', using contract accounting on the completed-contract method or when
applicable, as specific milestones are met. A provision for estimated losses on
uncompleted contracts is recorded in the period in which such losses are first
identified, in the amount of the estimated loss on the entire contract.
Revenues from operating leases of equipment are recognized ratably over the
lease period, in accordance with Statement of Financial Accounting Standards No.
13, 'Accounting for Leases' ('SFAS No. 13').
The Company and its subsidiaries generally do not grant a right of return to
their customers.
Deferred revenue includes amounts received from customers but not recognized as
revenues.
j. Warranty costs:
The Company offers a one year warranty for all of its systems. Provision for
warranty costs is provided at the time revenues are recognized, for estimated
material costs during the warranty period based on the Company's experience.
k. Research and development costs:
Research and development costs are charged to the statement of operations as
incurred.
l. Non-royalty-bearing grants:
Non-royalty-bearing grants from the European Union for funding of approved
research and development projects are recognized at the time the Company is
entitled to such grants, on the basis of the costs incurred. These grants are
presented as a reduction of research and development expenses. During the years
2007, 2006, 2005, the Company received grants in the amount of $141, $ 163 and $
141, respectively.
m. Royalty-bearing grants:
Royalty-bearing grants from the Government of Israel for funding of approved
research and development projects are recognized at the time the Company is
entitled to such grants, on the basis of the costs incurred. These grants are
presented as a reduction of research and development expenses. During the years
2007, 2006, 2005, no development grants were received.
n. Income taxes:
The Company and its subsidiaries account for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, 'Accounting for Income
Taxes' ('SFAS No. 109'). This Statement prescribes the use of the liability
method whereby deferred tax assets and liabilities are determined based on the
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. The Company and its subsidiaries
provide a valuation allowance, if necessary, to reduce deferred tax assets to
their estimated realizable value.
SFAS 109
On January 1, 2007, the Company adopted FASB Interpretation No. 48, 'Accounting
for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109'
(FIN 48). FIN 48 contains a two-step approach to recognizing and measuring
uncertain tax positions accounted for in accordance with SFAS No. 109. The first
step is to evaluate the tax position taken or expected to be taken in a tax
return by determining if the weight of available evidence indicates that it is
more likely than not that, on an evaluation of the technical merits, the tax
position will be sustained on audit, including resolution of any related appeals
or litigation processes. The second step is to measure the tax benefit as the
largest amount that is more than 50% likely to be realized upon ultimate
settlement. The Company has analyzed filing positions in all of the federal and
state jurisdictions where it is required to file income tax returns, as well as
all open tax years in these jurisdictions. The audits of the tax years 2002 and
2005 have been completed, but are still pending review by the Israeli tax
authorities. The Company believes that its income tax filing positions and
deductions will be sustained on audit and does not anticipate any adjustments
that will result in a material change to its financial position. Therefore, no
reserves for uncertain income tax positions have been recorded pursuant to FIN
48. In addition, the Company did not record a cumulative effect adjustment
related to the adoption of FIN 48.
o. Concentrations of credit risks:
Financial instruments that potentially subject the Company and its subsidiaries
to concentrations of credit risk consist principally of cash and cash
equivalents, restricted cash, work in progress, net of advances from customers
and trade receivables.
Cash and cash equivalents and restricted cash are mainly invested in U.S.
dollars with major banks in Cayman and in Israel. Management believes that the
financial institutions that hold the Company's investments are financially sound
and, accordingly, minimal credit risk exists with respect to these investments.
Work in progress, net of advances from customers is derived from long term
development contracts. The Company performs ongoing credit evaluations of its
customers. A provision for estimated losses on uncompleted contracts is recorded
in the period in which such losses are first identified, in the amount of the
estimated loss on the entire contract.
Trade receivables are mainly derived from sales to customers located primarily
in Europe, Asia, North America and South America. The Company performs ongoing
credit evaluations of its customers. An allowance for doubtful accounts is
determined with respect to those amounts that the Company and its subsidiaries
have determined to be doubtful of collection.
As of December 31, 2007 and 2006, the Company and its subsidiaries have no
significant off-balance-sheet concentration of credit risk such as forward
exchange contracts, option contracts or other foreign hedging arrangements.
p. Severance pay:
The Company's liability for severance pay for its Israeli employees is
calculated pursuant to the Israeli Severance Pay Law based on the most recent
salary of the employees multiplied by the number of years of employment, as of
the balance sheet date. Employees are entitled to one month's salary for each
year of employment or a portion thereof.
The Company's liability for all of its employees is fully provided by monthly
deposits with insurance policies deposited funds and by an accrual.
The deposited funds include profits accumulated up to the balance sheet date.
The deposited funds may be withdrawn only upon the fulfillment of the obligation
pursuant to Israeli Severance Pay Law or labor agreements. The value of the
deposited funds is based on the cash surrendered value of the insurance
policies.
Severance expenses for the years ended December 31, 2007 and 2006
amounted to approximately $ 367 and $ 313, respectively.
q. Net earnings (loss) per share:
Basic net earnings (loss) per share are computed based on the weighted
average number of Ordinary shares outstanding during each year. Diluted net
earnings (loss) per share are computed based on the weighted average number of
Ordinary shares outstanding during each year, plus dilutive potential Ordinary
shares considered outstanding during the year, in accordance with Statement of
Financial Accounting Standards No. 128, 'Earnings per Share' ('SFAS No. 128').
r. Fair value of financial instruments:
The carrying amounts of cash and cash equivalents, restricted cash, trade
receivables, other accounts receivable and prepaid expenses, trade payables and
other accounts payable and accrued expenses approximate their fair value due to
the short-term maturity of such instruments.
s. Accounting for share-based compensation:
On January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123 (revised 2004), 'Share-Based Payment' ('SFAS 123(R)') which
requires the measurement and recognition of compensation expense based on
estimated fair values for all share-based payment awards made to employees and
directors. SFAS 123(R) supersedes Accounting Principles Board Opinion No. 25,
'Accounting for Stock Issued to Employees' ('APB 25'), for periods beginning in
fiscal 2006. In March 2005, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 107 ('SAB 107') relating to SFAS 123(R). The Company has
applied the provisions of SAB 107 in its adoption of SFAS 123(R).
SFAS 123(R) requires companies to estimate the fair value of equity-based
payment awards on the date of grant using an option-pricing model. The value of
the portion of the award that is ultimately expected to vest is recognized as an
expense over the requisite service periods in the Company's consolidated income
statement. Prior to the adoption of SFAS 123(R), the Company accounted for
equity-based awards to employees and directors using the intrinsic value method
in accordance with APB 25 as allowed under Statement of Financial Accounting
Standards No. 123, 'Accounting for Stock-Based Compensation' ('SFAS 123').
The Company adopted SFAS 123(R) using the modified prospective transition
method, which requires the application of the accounting standard starting from
January 1, 2006, the first day of the Company's fiscal year 2006. Under that
transition method, compensation cost recognized in the year ended December 31,
2006, includes: (a) compensation cost for all share-based payments granted prior
to, but not yet vested as of January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of SFAS 123, and (b)
compensation cost for all share-based payments granted subsequent to January 1,
2006, based on the grant-date fair value estimated in accordance with the
provisions of SFAS 123(R). Results for prior periods have not been restated.
The Company recognizes compensation expenses for the value of its awards, which
have graded vesting, based on the straight line method over the requisite
service period of each of the awards, net of estimated forfeitures. Estimated
forfeitures are based on actual historical pre-vesting forfeitures.
As a result of adopting SFAS 123(R) on January 1, 2006, the Company's net income
for the years ended December 31, 2007 and 2006 , is approximately $ 86 and $ 67,
respectively, lower than if it had continued to account for stock-based
compensation under APB 25. Basic and diluted net earnings per share for the
years ended December 31, 2006 and 2007, are $ 0.01 lower than if the Company had
continued to account for share-based compensation under APB 25.
Prior to January 1, 2006, the Company applied the intrinsic value method of
accounting for stock options as prescribed by APB 25, whereby compensation
expense is equal to the excess, if any, of the quoted market price of the stock
over the exercise price at the grant date of the award.
In 1996, the Company approved an employee share option plan, which was expanded
in 2000 and 2002 ('the 1996 Share Option Plan'). Under the expanded plan,
974,465 options to purchase Ordinary shares have been reserved for issuance.
These options may be granted to directors, officers and employees of the Company
and its subsidiaries.
Any options, which are canceled or forfeited before expiration, become available
for future grants.
During 2003, the Company approved a new share option plan ('the 2003 Share
Option Plan'). The Company's Board of Directors approved treating shares
allotment under the 1996 Share Option Plan as being reserved for allotment under
the 2003 Share Option Plan.
Options granted in 2007 are vested as follows: 25% after the first year, 25%
after the second year, 25% after the third year and 25% after the forth year
starting from the date of grant. If not exercised, the options will expire on
the sixth anniversary of the date of the grant.
Total number of options available for future grants as of December 31, 2007
amounted to 16,125.
The Company estimates the fair value of stock options granted using the
Black-Scholes-Merton option-pricing model. The option-pricing model requires a
number of assumptions, of which the most significant are expected stock price
volatility and the expected option term. Expected volatility was calculated
based upon actual historical stock price movements.
The expected option term represents the period that the Company's stock options
are expected to be outstanding and was determined based on the simplified method
permitted by SAB 107 as the average of the vesting period and the contractual
term. The risk-free interest rate is based on the yield from U.S. Treasury
zero-coupon bonds with an equivalent term. The Company has historically not paid
dividends and has no foreseeable plans to pay dividends.
The fair value of the Company's stock options granted to employees and directors
for the years ended December 31, 2007 and 2006 was estimated using the following
weighted average assumptions:
Year ended December 31,
2007 2006
Risk free interest 4.38% 4.89%
Dividend yields 0% 0% 0%
Volatility 75% 66%
Expected term (in years) 4.24 4 4.25
During the years ended December 31, 2007 and 2006, the Company recognized
stock-based compensation expenses related to employee stock options in the
amount of $ 86 and $ 67, respectively.
A summary of the Company's options activity, and related information is as
follows:
Number Weighted Weighted Aggregate
intrinsic
of options average average value
exercise remaining (in
contractual thousands)
price term
(in years)
Outstanding at beginning of year 672,454 $6.18
Granted 158,500 $2.86
Exercised 19,930 $1.14
Expired or forfeited 27,149 $5.44
Outstanding at end of year 783,875 $5.66 4.46 $1,297
Exercisable at end of year 425,792 $8.54 3.9 $686
Vested and expected to vest at end 783,875 $5.66 4.46 $1,297
of year
The weighted-average grant-date fair value of options granted during the years
ended December 31, 2007 and 2006 was $ 1.73 and $ 0.99, respectively. The
aggregate intrinsic value in the table above represents the total intrinsic
value (the difference between the Company's closing stock price on the last
trading day of the fourth quarter of fiscal 2006 and the exercise price,
multiplied by the number of in-the-money options) that would have been received
by the option holders had all option holders exercised their options on December
31, 2007. This amount changes based on the fair market value of the Company's
stock.
Total intrinsic value of options exercised for the year ended December 31, 2007
was approximately $ 68. As of December 31, 2007, there was approximately $ 417
of total unrecognized compensation cost related to non-vested share-based
compensation arrangements granted under the Company's stock option plans. That
cost is expected to be recognized over a weighted-average period of 5.23 years.
Total grant-date fair value of vested options vested for the year ended December
31, 2007 was approximately $ 92.
The following table summarizes information about options outstanding and
exercisable as of December 31, 2007:
Options Weighted Options Weighted
outstanding average Weighted exercisable average exercise
Range of as of remaining average as of price of
exercise December 31, contractual exercise December 31, options
price 2007 life (years) price 2007 exercisable
$ 0.80 - 1.19 114,321 5.80 $ 1.00 101,821 $ 0.98
$ 1.28 - 1.90 315,000 4.28 $ 1.78 127,917 $ 1.76
$ 2.14 - 3.06 221,714 5.50 $ 2.69 68,214 $ 2.41
$ 4.6 5,000 5.37 $ 4.60 - $ 4.60
$ 9.08 - 11.71 25,122 1.31 $ 11.05 25,122 $ 11.05
$ 20.71 49,218 1.92 $ 20.71 49,218 $ 20.71
$ 33.18 - 34.95 53,500 2.13 $ 34.60 53,500 $ 34.60
783,875 4.46 $ 5.66 425,792 $ 8.54
All of the options granted to employees officers and directors in 2006 and 2007,
have an exercise price equal to the fair market value of the share at date of
grant.
The pro-forma table below illustrates the effect on the net income (loss) and
net earnings (loss) per share for the year ended December 31, 2005, assuming
that the Company had applied the fair value recognition provision of SFAS 123 on
its stock-based employee compensation:
Year ended December
31, 2005
Net loss as reported $ (2,891)
Add: share-based compensation expense included in reported net loss -
Deduct: share-based compensation expense determined under fair value method (63)
Pro forma net loss $ (2,954)
Basic and diluted net loss per share as reported $ (0.27)
Pro forma basic and diluted net loss per share $ (0.27)
For the purposes of pro-forma disclosures, stock-based compensation is amortized
over the vesting period using the straight line method.
t. Impact of recently issued accounting standards:
SFAS 159-
On February 15, 2007, the FASB issued SFAS No. 159, 'The Fair Value Option for
Financial Assets and Financial Liabilities' (SFAS 159). Under this Standard, the
Company may elect to report financial instruments and certain other items at
fair value on a contract-by-contract basis with changes in value reported in
earnings. This election is irrevocable. SFAS 159 provides an opportunity to
mitigate volatility in reported earnings that is caused by measuring hedged
assets and liabilities that were previously required to use a different
accounting method than the related hedging contracts when the complex provisions
of SFAS 133 hedge accounting are not met.
SFAS 159 is effective for years beginning after November 15, 2007. Early
adoption within 120 days of the beginning of the Company's 2007 fiscal year is
permissible, provided the Company has not yet issued interim financial
statements for 2007 and has adopted SFAS 157. The Company is currently
evaluating the impact of adopting SFAS 159 on its financial position, cash
flows, and results of operations.
SFAS 157
In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, 'Fair Value Measurements' ('Statement No. 157') which defines fair
value, establishes a framework for measuring fair value, and expands disclosures
about fair value measurements. Statement No. 157 applies to other accounting
pronouncements that require or permit fair value measurements and, accordingly,
does not require any new fair value measurements. Statement No. 157 is effective
for fiscal years beginning after November 15, 2007 for financial assets and
liabilities, as well as for any other assets and liabilities that are carried at
fair value on a recurring basis, and should be applied prospectively. The
adoption of the provisions of Statement No. 157 related to financial assets and
liabilities and other assets and liabilities that are carried at fair value on a
recurring basis is not anticipated to materially impact the company's
consolidated financial position and results of operations. Subsequently, the
FASB provided for a one-year deferral of the provisions of Statement No. 157 for
non-financial assets and liabilities that are recognized or disclosed at fair
value in the consolidated financial statements on a non-recurring basis. The
company is currently evaluating the impact of adopting the provisions of
Statement No. 157 for non-financial assets and liabilities that are recognized
or disclosed on a non-recurring basis.
SFAS 141(R)
In December 2007, the FASB issued SFAS 141(R), Business Combinations. This
Statement replaces SFAS 141, Business Combinations, and requires an acquirer to
recognize the assets acquired, the liabilities assumed, including those arising
from contractual contingencies, any contingent consideration, and any
noncontrolling interest in the acquiree at the acquisition date, measured at
their fair values as of that date, with limited exceptions specified in the
statement. SFAS 141(R) also requires the acquirer in a business combination
achieved in stages (sometimes referred to as a step acquisition) to recognize
the identifiable assets and liabilities, as well as the noncontrolling interest
in the acquiree, at the full amounts of their fair values (or other amounts
determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)'s
requirement to measure the noncontrolling interest in the acquiree at fair value
will result in recognizing the goodwill attributable to the noncontrolling
interest in addition to that attributable to the acquirer. SFAS 141(R) amends
SFAS No. 109, Accounting for Income Taxes, to require the acquirer to recognize
changes in the amount of its deferred tax benefits that are recognizable because
of a business combination either in income from continuing operations in the
period of the combination or directly in contributed capital, depending on the
circumstances. It also amends SFAS 142, Goodwill and Other Intangible Assets,
to, among other things, provide guidance on the impairment testing of acquired
research and development intangible assets and assets that the acquirer intends
not to use.
SFAS 141(R) applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. We are currently assessing the
potential impact that the adoption of SFAS 141(R) could have on our financial
statements.
SFAS 160
In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements. SFAS 160 amends Accounting Research Bulletin
51, Consolidated Financial Statements, to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. SFAS
160 also changes the way the consolidated income statement is presented by
requiring consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the noncontrolling interest. It also
requires disclosure, on the face of the consolidated statement of income, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interest. SFAS 160 requires that a parent recognize a gain or
loss in net income when a subsidiary is deconsolidated and requires expanded
disclosures in the consolidated financial statements that clearly identify and
distinguish between the interests of the parent owners and the interests of the
noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods,
and interim periods within those fiscal years, beginning on or after December
15, 2008. We are currently assessing the potential impact that the adoption of
SFAS 141(R) could have on our financial statements.
SAB 110
On December 21, 2007 the SEC staff issued Staff Accounting Bulletin No. 110 (SAB
110), which, effective January 1, 2008, amends and replaces SAB 107, Share-Based
Payment. SAB 110 expresses the views of the SEC staff regarding the use of a '
simplified' method in developing an estimate of expected term of 'plain vanilla'
share options in accordance with FASB Statement No. 123(R), Share-Based Payment.
Under the 'simplified' method, the expected term is calculated as the midpoint
between the vesting date and the end of the contractual term of the option.
The use of the 'simplified' method, which was first described in Staff
Accounting Bulletin No. 107, was scheduled to expire on December 31, 2007. SAB
110 extends the use of the 'simplified' method for 'plain vanilla' awards in
certain situations. The SEC staff does not expect the 'simplified' method to be
used when sufficient information regarding exercise behavior, such as historical
exercise data or exercise information from external sources, becomes available.
NOTE 3: - OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
December 31,
2007 2006
Government authorities $ 583 $ 386
Prepaid expenses 330 271
Other 250 180
$ 1,163 $ 837
NOTE 4:- INVENTORIES
December 31,
2007 2006
Raw materials $ 583 $ 697
Products in process and finished products 2,337 1,999
$ 2,920 $ 2,696
Inventory write-off provision expense recorded in 2007, 2006 and 2006 amounted
to $ 440, $ 219 and $ 469, respectively. The write-offs are included in cost of
revenues.
NOTE 5:- WORK IN PROGRESS, NET OF ADVANCES FROM CUSTOMERS
December 31,
2007 2006
Work in progress $ 1,986 $ 1,977
Advances from customers (1,308) (1,257)
Provision for future estimated expenses (600) (200)
$ 78 $ 520
NOTE 6:- PROPERTY AND EQUIPMENT
December 31,
2007 2006
Cost:
Computers and peripheral equipment $ 8,201 $ 7,688
Office furniture and equipment 362 358
Motor vehicles 71 88
Leasehold improvements 2,361 2,347
10,995 10,481
Accumulated depreciation:
Computers and peripheral equipment 7,301 7,232
Office furniture and equipment 234 222
Motor vehicles 63 58
Leasehold improvements 1,643 1,439
9,241 8,951
Depreciated cost $ 1,754 $ 1,530
Depreciation expense amounted to $ 568, $ 569 and $ 623 for the years ended
December 31, 2007, 2006 and 2005, respectively.
NOTE 7:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
December 31,
2007 2006
Employees and payroll accruals $ 1,185 $ 897
Accrued expenses 3,991 3,378
Government authorities 170 124
Warranty provision 286 315
Other 86 53
$ 5,718 $ 4,767
NOTE 8:- COMMITMENTS AND CONTINGENT LIABILITIES
a. Royalty commitments:
1. Royalties to the Office of the Chief Scientist ('the OCS'):
Under the Company's research and development agreements with the OCS and
pursuant to applicable laws, the Company is required to pay royalties at the
rate of 3.5% of sales of products developed with funds provided by the OCS, up
to an amount equal to 100% of the OCS research and development grants received,
linked to the dollar. The Company is obligated to repay the Israeli Government
for the grants received only to the extent that there are sales of the funded
products.
Royalty expenses amounted to $ 214, $ 276 and $ 217 for the years ended December
31, 2007, 2006 and 2005, respectively, relating to the accrual and repayment of
such grants.
As of December 31, 2007, the Company had a contingent obligation to pay
royalties in the amount of $ 2,084.
2. Royalty obligation to the Marketing Fund of the Government of Israel:
The Israeli Government, through the Fund for the Encouragement of Marketing
Activities, awarded the Company grants for participation in foreign marketing
expenses. The Company is committed to pay royalties at the rate of 4% of the
increase in foreign sales, up to an amount equal to 100% of the grant received
plus interest.
Royalties' expenses amounted to $ 149, $ 182 and $ 194 for the years ended
December 31, 2007, 2006 and 2005, respectively, relating to the repayment of
such grants.
As of December 31, 2007, the Company had no any contingent obligation to pay
royalties, in excess of amounts accrued.
b. Operating leases:
The Company and its subsidiaries lease their facilities under various operating
lease agreements, which expire on various dates. Aggregate minimum rental
commitments under non-cancelable leases as of December 31, 2007, are as follows:
2008 $ 551
2009 490
2010 433
2011 and thereafter 616
$ 2,090
Total rental expense for the years ended December 31, 2007, 2006 and 2005,
amounted to $ 556, $ 546 and $ 565, respectively.
c. Liens:
As of December 31, 2007, fixed pledges on cash deposits in the amount of $ 272
were recorded to secure office lease agreements. The company has also secured
cash deposits in the amount of $ 797 against bank guaranties to secure sales
agreements.
d. Litigation:
As of the date of the financial reports, no Claims have been lodged against the
Company.
NOTE 9:- SHAREHOLDERS' EQUITY
The Company's shares are listed for trading on the Frankfurt Stock Exchange
(Prime Standard) and on the Alternative Investment Market ('AIM') in the London
Stock Exchange, both under the symbol 'OHT'.
a. Ordinary shares:
Ordinary shares confer upon their holders voting rights, the right to receive
cash dividends, and the right to a share in excess assets upon liquidation of
the Company.
b. Employee share option plan:
See detailed information in Note 2s.
c. Acquisition of Art Technologies GmbH ('Art'):
According to the purchase agreement with Art, the issuance of 57,290 Ordinary
shares was conditional upon achieving certain revenue targets from the product
developed by Art ('contingent shares'). During 2002, upon achievement of certain
of the revenue targets, 28,645 of the contingent shares with a fair value of $
54 were issued. During 2003 and 2004, certain of the revenue targets were not
achieved in the prescribed time frame and therefore, the remaining 28,645 shares
were not issued. However, the Company agreed to issue such shares during 2005,
and accordingly, the remaining 28,645 shares with a fair value of $ 31 were
issued.
d. Dividends:
Dividends, if any, will be paid in New Israeli Shekels ('NIS'). Dividends paid
to shareholders outside Israel may be converted to U.S. dollars on the basis of
the exchange rate prevailing at the date of the conversion. The Company does not
intend to pay cash dividends in the foreseeable future.
NOTE 10:- INCOME TAXES
a. Domestic - Israeli income taxes:
1. Measurement of taxable income under the Income Tax (Inflationary
Adjustments) Law, 1985:
Results for tax purposes are measured in terms of earnings in NIS after certain
adjustments for increases in the Israeli Consumer Price Index ('CPI'). As
explained in Note 2b, the financial statements are measured in U.S. dollars. The
difference between the annual change in the Israeli CPI and in the NIS/dollar
exchange rate causes a further difference between taxable income and the income
before taxes shown in the financial statements. In accordance with paragraph 9
(f) of SFAS No. 109, the Company has not provided deferred income taxes on the
difference between the functional currency and the tax basis of assets and
liabilities.
2. Tax rates:
On July 25, 2005, the Knesset (Israeli Parliament) approved the Law for the
Amendment of the Income Tax Ordinance (No. 147), 2005, which prescribes, among
others, a gradual decrease in the corporate tax rate in Israel to the following
tax rates: in 2006 - 31%, in 2007 - 29%, in 2008 - 27%, in 2009 - 26% and in
2010 and thereafter - 25%. The amendment is not expected to have a material
effect on the Company's financial position and results of operations.
3. Tax benefits under the Law for the Encouragement of Capital
Investments, 1959:
The Company's production facilities in Israel have been granted an 'Approved
Enterprise' status under the above law. Four expansion programs of the Company
have been granted the status of an 'Approved Enterprise'. According to the
provisions of such Israeli law, the Company has been granted an 'Alternative
Benefit' status, under which the main benefits are tax exemption and a reduced
tax rate. Consequently, the Company's income derived from the 'Approved
Enterprise' is tax exempt for a period of two years and for an additional period
of five to eight years is subject to a reduced tax rate of 10% - 25% (based on
the percentage of foreign ownership in each taxable year).
The Company completed implementation of its first, second and third expansion
programs in 1996, 1999 and in 2000, respectively. The fourth program has not yet
been completed.
The period of tax benefits, detailed above, is subject to limits of the earlier
of 12 years from the commencement of production, or 14 years from the approval
date.
The entitlement to the above benefits is conditional upon the fulfillment of the
conditions stipulated by the above law, regulations published thereunder and the
instruments of approval for the specific investments in 'Approved Enterprises'.
In the event of failure to comply with these conditions, the benefits may be
canceled and the Company may be required to refund the amount of the benefits,
in whole or in part, including interest.
If the retained tax-exempt profits are distributed, they would be taxed at the
corporate tax rate applicable to such profits as if the Company had not elected
the alternative system of benefits, currently 20%-25% for an 'Approved
Enterprise'. As of December 31, 2007, accumulated deficit included approximately
$ 6,721 of tax exempt profits earned by the Company's 'Approved Enterprises'.
The Company has decided not to distribute dividends out of such tax-exempt
profits. Accordingly, no deferred income taxes have been provided on income
attributable to the Company's 'Approved Enterprise'.
Income from sources other than the 'Approved Enterprise' during the benefit
period will be subject to the tax at the regular rate.
b. Tax assessments:
The Company has obtained final tax assessments from the Israeli Tax Authorities
for the tax years through 2002.
c. Stamp duty:
An amendment of the Stamp Duty on Documents Law, 1961, or the Stamp Duty Law,
came into effect on June 1, 2003 determining, among other things, that the Stamp
Duty on most agreements shall be paid by the parties that signed such agreement,
jointly or severally, or by the party that undertook under such agreement to pay
the Stamp Duty. The Stamp Duty Law determined that a document (or part thereof)
that is signed in Israel or relates to an asset or obligation in Israel would be
subject to a tax rate between 0.4% and 1% of the value of the subject matter of
such document.
Under an order published in December 2005, the requirements to pay Stamp Duty
were cancelled with respect to documents signed on or after January 1, 2006.
During 2006, based on the opinion of its legal counsel, the Company's management
decided to reduce a previously recorded accrual by approximately $ 75 (reduction
of general and administrative expenses).
d. Net operating carry forward losses:
The Company has accumulated losses for tax purposes as of December 31, 2007, in
the amount of approximately $ 16,147 which may be carried forward and offset
against taxable income in the future for an indefinite period.
The carry forward losses of the Israeli subsidiary, amounting to approximately $
800.
Foreign:
The carry forward losses of the French subsidiary, amounting to approximately $
15,800, which may be carried forward and offset against taxable income in the
future, for an indefinite period.
The carry forward losses of the U.S. subsidiary, amounting to approximately $
9,940 as of December 31, 2007, can be utilized mainly from 2017 to 2028.
Utilization of U.S. net operating losses may be subject to the substantial
annual limitation due to the 'change in ownership' provisions of the Internal
Revenue Code of 1986 and similar state provisions. The annual limitation may
result in the expiration of net operating losses before utilization.
The carry forward losses of the Dutch subsidiary, amounting to approximately $
5,880 as of December 31, 2007, can be utilized indefinitely.
The carry forward losses of the other subsidiaries amount to approximately $
4,600 as of December 31, 2007. The majority of these carry forward losses can be
utilized indefinitely.
e. Deferred income taxes:
Management currently believes that since the Company and its subsidiaries have a
history of losses it is more likely than not that the deferred tax assets
regarding the loss carryforwards will not be realized in the foreseeable future.
f. Reconciliation of the theoretical tax expense (benefit) to the actual
tax expense (benefit):
In 2007, 2006 and 2006, the main reconciling items between the statutory tax
rate of the Company and the effective tax rate (0%) are carryforward tax losses,
for which a full valuation allowance was provided.
g. Net income (loss) is comprised of the following:
Year ended December 31,
2007 2006 2005
Domestic $ 4,701 $ 2,972 $ (2,031)
Foreign (2,926) (2,336) (860)
$ 1,775 $ 636 $ (2,891)
NOTE 11:- GEOGRAPHIC INFORMATION
The Company manages its business on the basis of one reportable segment.
a. Revenues classified by geographic destinations based on customer locations:
Year ended December 31,
2007 2006 2005
Europe $ 12,913 $ 9,930 $ 8,239
Asia 3,465 3,969 3,844
North America 1,263 473 1,234
South America 4,233 2,848 1,836
Other 1,066 499 248
$ 22,940 $ 17,719 $ 15,401
b. Long-lived assets by geographic region:
December 31,
2007 2006
Israel $ 1,421 $ 1,222
Europe 208 255
South America 67 27
North America 18 6
Other 39 20
$ 1,753 $ 1,530
NOTE 12:- FINANCIAL INCOME (EXPENSES), NET
Year ended December 31,
2007 2006 2005
Financial income:
Foreign currency translation adjustments, net $ $ $
295 244 -
Interest on bank deposits 484 358 108
779 602 108
Financial expenses:
Foreign currency transaction adjustments, net - (379)
Bank charges (124) (78) (45)
Interest on short-term bank credit (82) (57) -
(206) (135) (424)
$ $ $
573 467 (316)
This information is provided by RNS
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