UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: September 2020
Commission File Number: 001-36903
KORNIT DIGITAL LTD.
(Translation of Registrant’s name into English)
12 Ha’Amal Street
Park Afek
Rosh Ha’Ayin 4824096 Israel
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
CONTENTS
This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) is being furnished by Kornit Digital Ltd. (“Kornit”) to the Securities and Exchange Commission (the “SEC”) for the sole purposes of: (i) furnishing, as Exhibit 99.1 to this Form 6-K, the unaudited interim consolidated financial statements of Kornit as of, and for the six month period ended, June 30, 2020 (the “Financial Statements”); and (ii) furnishing, as Exhibit 99.2 to this Form 6-K, Management’s Discussion and Analysis of Financial Condition and Results of Operations, which discusses and analyzes Kornit’s financial condition and results of operations as of, and for the six month period ended, June 30, 2020.
Attached hereto as Exhibit 101 are the Financial Statements, formatted in XBRL (eXtensible Business Reporting Language), consisting of the following sub-exhibits:
Exhibit Number |
Document Description | |
EX-101.INS | XBRL Taxonomy Instance Document | |
EX-101.SCH | XBRL Taxonomy Extension Schema Document | |
EX-101.CAL | XBRL Taxonomy Calculation Linkbase Document | |
EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
EX-101.LAB | XBRL Taxonomy Label Linkbase Document | |
EX-101.PRE | XBRL Taxonomy Presentation Linkbase Document |
The XBRL related information in Exhibit 101 to this Form 6-K shall not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
The contents of this Report of Foreign Private Issuer on Form 6-K are incorporated by reference in the Company’s registration statements on Form F-3 (SEC File No. 333-248784), filed with the SEC on September 14, 2020, and on Form S-8 (SEC File Nos. 333-237346, 333-230567, 333-223794, 333-217039, 333-214015 and 333-203970), filed with the SEC on March 23, 2020, March 28, 2019, March 20, 2018, March 30, 2017, October 6, 2016 and May 7, 2015, respectively.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KORNIT DIGITAL LTD. | ||
Date: September 15, 2020 | By: | /s/ Guy Avidan |
Name: | Guy Avidan | |
Title: | Chief Financial Officer |
2
Exhibit Index
Exhibit No. | Description | |
99.1 | Unaudited condensed interim consolidated financial statements of the Company as of, and for, the six month period ended June 30, 2020. | |
99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company as of, and for the six month period ended, June 30, 2020. | |
EX-101.INS | XBRL Taxonomy Instance Document | |
EX-101.SCH | XBRL Taxonomy Extension Schema Document | |
EX-101.CAL | XBRL Taxonomy Calculation Linkbase Document | |
EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
EX-101.LAB | XBRL Taxonomy Label Linkbase Document | |
EX-101.PRE | XBRL Taxonomy Presentation Linkbase Document |
3
Exhibit 99.1
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2020
UNAUDITED
U.S. DOLLARS IN THOUSANDS
INDEX
- - - - - - - - - - - - -
1
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited)
U.S. dollars in thousands
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Short-term bank deposits | ||||||||
Marketable securities | ||||||||
Trade receivables, net | ||||||||
Inventories | ||||||||
Other accounts receivable and prepaid expenses | ||||||||
Total current assets | ||||||||
LONG-TERM ASSETS: | ||||||||
Marketable securities | ||||||||
Deposits and other long-term assets | ||||||||
Severance pay fund | ||||||||
Deferred taxes | ||||||||
Property, plant and equipment, net | ||||||||
Operating lease right-of-use assets | ||||||||
Intangible assets, net | ||||||||
Goodwill | ||||||||
Total long-term assets | ||||||||
Total assets | $ | $ |
The accompanying notes are an integral part of the unaudited interim consolidated financial statements.
2
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited)
U.S. dollars in thousands, except share and per share data
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Trade payables | $ | $ | ||||||
Employees and payroll accruals | ||||||||
Deferred revenues and advances from customers | ||||||||
Operating lease liabilities | ||||||||
Other payables and accrued expenses | ||||||||
Total current liabilities | ||||||||
LONG TERM LIABILITIES: | ||||||||
Accrued severance pay | ||||||||
Operating lease liabilities | ||||||||
Other long-term liabilities | ||||||||
Total long-term liabilities | ||||||||
SHAREHOLDERS’ EQUITY: | ||||||||
Ordinary shares of NIS | ||||||||
Additional paid in capital | ||||||||
Receivables on account of shares | ( | ) | - | |||||
Accumulated other comprehensive income | ||||||||
Retained earnings | ||||||||
Total shareholders’ equity | ||||||||
Total liabilities and shareholders’ equity | $ | $ |
The accompanying notes are an integral part of the unaudited interim consolidated financial statements.
3
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
U.S. dollars in thousands, except per share data
Six months ended June 30, | ||||||||
2020 | 2019 | |||||||
Revenues | ||||||||
Products | $ | $ | ||||||
Services | ||||||||
Total revenues | ||||||||
Cost of revenues | ||||||||
Products | ||||||||
Services | ||||||||
Total cost of revenues | ||||||||
Gross profit | ||||||||
Operating expenses | ||||||||
Research and development, net | ||||||||
Selling and marketing | ||||||||
General and administrative | ||||||||
Total operating expenses | ||||||||
Operating income (loss) | ( | ) | ||||||
Finance income, net | ||||||||
Income (loss) before taxes on income (tax benefit) | ( | ) | ||||||
Taxes on income (tax benefit) | ( | ) | ||||||
Net income (loss) | $ | ( | ) | $ | ||||
Basic and diluted net earnings (losses) per share | $ | ( | ) | $ |
The accompanying notes are an integral part of the unaudited interim consolidated financial statements.
4
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
U.S. dollars in thousands
Six months ended June 30, | ||||||||
2020 | 2019 | |||||||
Net income (loss) | $ | ( | ) | $ | ||||
Other comprehensive income: | ||||||||
Change in unrealized gains on marketable securities: | ||||||||
Unrealized gains arising during the period, net of tax expense of $ | ||||||||
Gains reclassified into net income (loss) | ( | ) | ( | ) | ||||
Net change | ||||||||
Change in unrealized gains on cash flow hedges: | ||||||||
Unrealized gains arising during the period, net of tax expense of $ | ||||||||
Losses (gains) reclassified into net income (loss) | ( | ) | ||||||
Net change | ||||||||
Foreign currency translation adjustment | ||||||||
Total other comprehensive income, net of tax | ||||||||
Comprehensive income (loss) | $ | ( | ) | $ |
The accompanying notes are an integral part of the unaudited interim consolidated financial statements.
5
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
INTERIM STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
U.S. dollars in thousands, except share data
Ordinary shares | Accumulated | |||||||||||||||||||||||||||
Number of shares outstanding | Amount | Additional paid in capital | Receivables on account of shares | other comprehensive income (loss) | Retained earnings | Total Shareholders’ equity | ||||||||||||||||||||||
Balance at January 1, 2020 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
Exercise of options and vesting of restricted stock units | ( | ) | - | - | ||||||||||||||||||||||||
Share-based compensation | - | - | ||||||||||||||||||||||||||
Warrants to customers | - | |||||||||||||||||||||||||||
Other comprehensive income | - | - | ||||||||||||||||||||||||||
Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
Balance at June 30, 2020 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
Ordinary shares | Accumulated | |||||||||||||||||||||||||||
Number of shares outstanding | Amount | Additional paid in capital | Receivables on account of shares | other comprehensive income (loss) | Retained earnings | Total Shareholders’ equity | ||||||||||||||||||||||
Balance at January 1, 2019 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
Exercise of options and vesting of restricted stock units | ( | ) | - | |||||||||||||||||||||||||
Share-based compensation | - | - | ||||||||||||||||||||||||||
Warrants to customers | - | - | ||||||||||||||||||||||||||
Issuance of ordinary shares in a secondary offering, net of issuance costs in an amount of $ | - | |||||||||||||||||||||||||||
Other comprehensive income | - | |||||||||||||||||||||||||||
Net income | - | ( | ) | ( | ) | |||||||||||||||||||||||
Balance at June 30, 2019 | $ | $ | $ | ( | ) | $ | $ | $ |
*) |
The accompanying notes are an integral part of the unaudited interim consolidated financial statements.
6
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
U.S. dollars in thousands
Six months ended June 30, | ||||||||
2020 | 2019 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | ( | ) | $ | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Depreciation and amortization | ||||||||
Fair value of warrants deducted from revenues | ||||||||
Share-based compensation | ||||||||
Amortization of premium and accretion of discount on marketable securities, net | ( | ) | ||||||
Realized gain on sale of marketable securities | ( | ) | ( | ) | ||||
Decrease (increase) in trade receivables | ( | ) | ||||||
Decrease (increase) in other receivables and prepaid expenses | ( | ) | ||||||
Increase in inventory | ( | ) | ( | ) | ||||
Decrease in operating leases right-of-use assets | ||||||||
Increase in deferred taxes, net | ( | ) | ( | ) | ||||
Decrease (increase) in other long-term assets | ( | ) | ||||||
Increase (decrease) in trade payables | ( | ) | ||||||
Increase (decrease) in operating lease liabilities | ( | ) | ||||||
Increase (decrease) in employees and payroll accruals | ( | ) | ||||||
Decrease in deferred revenues and advances from customers | ( | ) | ( | ) | ||||
Increase in other payables and accrued expenses | ||||||||
Increase in accrued severance pay, net | ||||||||
Decrease in other long-term liabilities | ( | ) | ( | ) | ||||
Loss from sale and disposal of property and equipment | - | |||||||
Foreign currency translation loss on intercompany balances with foreign subsidiaries | ||||||||
Net cash used in operating activities | ( | ) | ( | ) | ||||
Cash flows from investing activities: | ||||||||
Purchase of property and equipment | ( | ) | ( | ) | ||||
Acquisition of intangible assets and capitalization of software development costs | ( | ) | ( | ) | ||||
Proceeds from sale of property and equipment | - | |||||||
Cash paid in connection with acquisition | - | ( | ) | |||||
Proceeds from (investment in) bank deposits | ( | ) | ||||||
Proceeds from sale of marketable securities | ||||||||
Proceeds from maturity of marketable securities | ||||||||
Purchase of marketable securities | ( | ) | ( | ) | ||||
Net cash provided by (used in) investing activities | ( | ) | ||||||
Cash flows from financing activities: | ||||||||
Proceeds from public offering, net of issuance costs | - | |||||||
Exercise of employee stock options | ||||||||
Payments related to shares withheld for taxes | ( | ) | - | |||||
Payment of contingent consideration | - | ( | ) | |||||
Net cash provided by financing activities | ||||||||
Foreign currency translation adjustments on cash and cash equivalents | ( | ) | ||||||
Increase in cash and cash equivalents | ||||||||
Cash and cash equivalents at the beginning of the period | ||||||||
Cash and cash equivalents at the end of the period | $ | $ |
The accompanying notes are an integral part of the unaudited interim consolidated financial statements.
7
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
U.S. dollars in thousands
Six months ended June 30, | ||||||||
2020 | 2019 | |||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
Property and equipment acquired in credit | $ | $ | ||||||
Property and equipment transferred to be used as inventory | $ | $ | - | |||||
Inventory transferred to be used as property and equipment | $ | $ | - | |||||
Issuance expenses on credit | $ | - | $ | |||||
Receivables on account of shares | $ | $ | ||||||
Lease liabilities arising from obtaining right-of-use assets | $ | $ | ||||||
Capitalization of software development costs | $ | - | $ |
The accompanying notes are an integral part of the unaudited interim consolidated financial statements.
8
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 1:- GENERAL
a. | Kornit Digital Ltd. (the “Company”) was incorporated in 2002 under the laws of the State of Israel. The Company and its subsidiaries develop, design and market digital printing solutions for the global printed textile industry. The Company’s and its subsidiaries’ solutions are based on their proprietary digital textile printing systems, ink and other consumables, associated software and value-added services. |
b. | The Company established wholly owned subsidiaries in Israel, the United States, Germany, Hong Kong, Japan and the United Kingdom. The Company’s subsidiaries are engaged primarily in services, sales, and marketing, except for the Israeli subsidiary which is engaged primarily in research and development and manufacturing. |
c. | The Company depends on |
d. | On February 7, 2019 (the “Closing Date”), the Company, through its wholly owned subsidiary
Kornit Digital North America Inc., acquired the business and certain assets of Hirsch Solutions Inc., (“Hirsch”) its
distributor in North America. Under the related acquisition agreement, the total consideration of $ |
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
a. | Unaudited interim consolidated financial statements: |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s consolidated financial statements.
The balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements of the Company at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements.
The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2019, included in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on March 23, 2020. The significant accounting policies applied in the Company’s audited 2019 consolidated financial statements and notes thereto included in the Annual Report are applied consistently in these unaudited interim consolidated financial statements, except for the adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (see Note 2.c). Results for the six months ended June 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020.
9
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
b. | Use of estimates: |
The preparation of the unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the interim consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. Actual results could differ from those estimates.
On an ongoing basis, the Company’s management evaluates estimates, including those related to intangible assets and goodwill, tax assets and liabilities, fair values of stock-based awards, inventory write-offs, warranty provision, allowance for credit losses and provision for rebates and returns. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
The duration, scope and effects of the ongoing COVID-19 pandemic, government and other third-party responses to it, and the related macroeconomic effects, including to the Company’s business and the business of the Company’s suppliers and customers are uncertain, rapidly changing and difficult to predict. As a result, the Company’s accounting estimates and assumptions may change over time in response to this evolving situation. Such changes could result in future impairments of intangibles, long-lived assets, inventories, incremental credit losses on receivables and marketable securities, or an increase in the Company’s insurance liabilities as of the time of a relevant measurement event.
c. | Recently adopted accounting standard: |
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of January 1, 2020. This standard requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade receivable to long-term financial investments and report credit losses using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks.
For marketable securities with unrealized losses, the standard eliminates the concept of other-than-temporary impairments and requires allowances to be recorded instead of reducing the amortized cost of the investment.
ASU 2016-13 limits the amount of credit losses to be recognized for marketable securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases.
10
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Company adopted Topic 326 effective January 1, 2020. Based on the composition of the Company’s trade receivables and marketable securities, current economic conditions and historical credit loss activity, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
The interim consolidated financial statements for the six months ended June 30, 2020 are presented under the new standard, while comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy.
NOTE 3:- MARKETABLE SECURITIES
The following tables summarize our marketable securities by significant investing categories:
June 30, 2020 | ||||||||||||||||
Amortized | Gross | Gross unrealized loss | Fair value | |||||||||||||
Matures within one year: | ||||||||||||||||
Corporate debentures | $ | $ | $ | $ | ||||||||||||
Matures after one year through three years: | ||||||||||||||||
Corporate debentures | ( | ) | ||||||||||||||
Government debentures | ||||||||||||||||
( | ) | |||||||||||||||
Total | $ | $ | $ | ( | ) | $ |
December 31, 2019 | ||||||||||||||||
Amortized | Gross | Gross unrealized loss | Fair value | |||||||||||||
Matures within one year: | ||||||||||||||||
Corporate debentures | $ | $ | $ | ( | ) | $ | ||||||||||
Government debentures | ||||||||||||||||
( | ) | |||||||||||||||
Matures after one year through three years: | ||||||||||||||||
Corporate debentures | ( | ) | ||||||||||||||
Government debentures | ( | ) | ||||||||||||||
( | ) | |||||||||||||||
Total | $ | $ | $ | ( | ) | $ |
11
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 3:- MARKETABLE SECURITIES (Cont.)
Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values were as follows:
June 30, 2020 | ||||||||||||||||||||||||
Less than 12 months | 12 months or greater | Total | ||||||||||||||||||||||
Fair value | Unrealized | Fair value | Unrealized | Fair value | Unrealized | |||||||||||||||||||
Corporate debentures | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | ||||||||||||||
Total | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) |
December 31, 2019 | ||||||||||||||||||||||||
Less than 12 months | 12 months or greater | Total | ||||||||||||||||||||||
Fair value | Unrealized Losses | Fair value | Unrealized Losses | Fair value | Unrealized Losses | |||||||||||||||||||
Corporate debentures | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
Government debentures | ( | ) | ( | ) | ||||||||||||||||||||
Total | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) |
NOTE 4:- FAIR VALUE MEASUREMENTS
FASB Accounting Standards Codification (“ASC”) No. 820, “Fair Value Measurements and Disclosures” defines fair value and establishes a framework for measuring fair value. According to ASC No. 820, fair value is an exit price, representing the amount that would be received for selling an asset or paid for the transfer of a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:
Level I: | Unadjusted quoted prices in active markets that are accessible on the measurement date for identical, unrestricted assets or liabilities; |
Level II: | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and |
Level III: | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
12
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 4:- FAIR VALUE MEASUREMENTS (Cont.)
The Company measures its marketable securities and foreign currency derivative contracts at fair value. Marketable securities and foreign currency derivative contracts are classified within Level II as the valuation inputs are based on quoted prices and market observable data of similar instruments.
The below table sets forth the Company’s assets and liabilities that were measured at fair value as of June 30, 2020 and December 31, 2019 by level within the fair value hierarchy.
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
As of June 30, 2020 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Marketable securities | $ | $ | $ | $ | ||||||||||||
Foreign currency derivative contracts | ||||||||||||||||
Total financial assets | $ | $ | $ | $ |
December 31, 2019 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Marketable securities | $ | $ | $ | $ | ||||||||||||
Foreign currency derivative contracts | ||||||||||||||||
Total financial assets | $ | $ | $ | $ |
NOTE 5:- INVENTORIES
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
Raw materials and components | $ | $ | ||||||
Finished products (*) | ||||||||
$ | $ |
(*) |
Inventory
write-offs amounted to $
13
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 6:- DERIVATIVES AND HEDGING ACTIVITIES
The Company follows FASB ASC No. 815,” Derivatives and Hedging” which requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value. Accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging transaction and further, on the type of hedging transaction. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. Due to the Company’s global operations, it is exposed to foreign currency exchange rate fluctuations in the normal course of its business. The Company used derivative financial instruments, specifically foreign currency forward and option contracts (“Hedging Contracts”), to manage exposure to foreign currency risks, by hedging a portion of the Company’s forecasted expenses denominated in New Israeli Shekels expected to incur within a year. The effect of exchange rate changes on foreign currency hedging contracts is expected to partially offset the effect of exchange rate changes on the underlying hedged item.
For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses from contracts that were not designated as hedging instruments are recognized in “financial income, net”.
a. | Derivative instruments notional amounts |
The following table summarizes the notional amounts for hedged items, when transactions are designated as hedge accounting:
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
Cash flow hedge | $ | $ |
b. | Derivative instrument outstanding |
As
of June 30, 2020, and December 31, 2019, the fair value of the Company’s outstanding forward and option contracts amounted to
$
c. | Derivative instrument gains and losses |
During
the six months ended June 30, 2020 and 2019, the company recorded pretax income of $
The Company’s outstanding derivatives designated as cash flow hedging instruments and their related gains and losses, are reported in the statement of cash flows as cash flows from operating activities.
The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for forecasted transactions is less than 12 months.
The
estimated net amount of the existing gains that are reported in accumulated other comprehensive income at the reporting date that
is expected to be reclassified into earnings within the next 12 months is $
14
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 7:- COMMITMENTS AND CONTINGENT LIABILITIES
a. | Charges: |
As
of June 30, 2020, the Company has a line of credit with an Israeli bank for total borrowings of up to $
As of June 30, 2020, the Company has not utilized its line of credit.
b. | Purchase commitments: |
As
of June 30, 2020, the Company has purchase commitments from vendors in the amount of $
c. | Litigation: |
From time to time, the Company is party to various legal proceedings, claims and litigation that arise in the normal course of business. It is the opinion of management that the ultimate outcome of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
d. | Royalty Commitments: |
Under
the Company’s agreement for purchasing print heads and other products, which was amended in 2016, the Company is obligated to
pay
Royalty
expenses for the six months ended June 30, 2020 and 2019 were $
e. | Guarantees: |
As
of June 30, 2020, the Company provided
15
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 8:- EARNINGS (LOSSES) PER SHARE
The following table sets forth the computation of basic and diluted net earnings per share:
Six
months ended | ||||||||
2020 | 2019 | |||||||
Numerator for basic and diluted net earnings (losses) per share: | ||||||||
Net income (loss) | $ | ( | ) | $ | ||||
Weighted average shares outstanding: | ||||||||
Denominator for basic earnings (losses) per share | ||||||||
Effect of dilutive securities: | ||||||||
Share options, warrants and restricted share units | ||||||||
Denominator for diluted earnings (losses) per share | ||||||||
Basic and diluted earnings (losses) per share | $ | ( | ) | $ |
During
the six months ended June 30, 2020, the Company was in a loss position and therefore all its securities were antidilutive. The
total number of shares related to the outstanding options and RSUs excluded from the calculation of diluted earnings per share
due to their anti-dilutive effect was
NOTE 9:- SHAREHOLDERS’ EQUITY
a. | Company’s shares: |
1. | Ordinary shares: |
Any ordinary share confers equal rights to dividends and bonus shares, and to participate in the distribution of surplus assets upon liquidation in proportion to the par value of each share regardless of any premium paid thereon, all subject to the provisions of the Company’s articles of association. Each ordinary share confers its holder the right to participate in the general meeting of the Company and one vote in the voting.
2. | On June 18, 2019, the Company closed a follow on and secondary offering where by |
16
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 9:- SHAREHOLDERS’ EQUITY (Cont.)
b. | Share option and RSU’s plans: |
A summary of the Company’s share option activity for the six months ended June 30, 2020and related information is as follows:
Number | Weighted average exercise price | Weighted- | Aggregate | |||||||||||||
Outstanding as of December 31, 2019 | $ | $ | ||||||||||||||
Granted | - | |||||||||||||||
Exercised | ( | ) | ||||||||||||||
Forfeited | ( | ) | ||||||||||||||
Outstanding as of June 30, 2020 | $ | $ | ||||||||||||||
Exercisable at end of period | $ | $ |
As
of June 30, 2020, the Company had $
A summary of the Company’s RSUs activity is as follows:
Six months ended | ||||
June 30, 2020 | ||||
Unvested as of December 31, 2019 | ||||
Granted | ||||
Vested | ( | ) | ||
Forfeited | ( | ) | ||
Unvested as of June 30, 2020 |
The
weighted average fair values at grant date of RSUs granted for the six months ended June 30, 2020 was $
As
of June 30, 2020, the Company had $
c. | The Company’s Board of Directors approved Equity Incentive Plans pursuant to which the Company is authorized to issue to employees, directors and officers of the Company and its subsidiaries (the “optionees”) options to purchase ordinary shares of NIS |
17
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 9:- SHAREHOLDERS’ EQUITY (Cont.)
Under
the Equity Incentive Plans and starting 2017, the Company grants Restricted Stock Units (“RSUs”). The RSU’s generally
vest over a period of
As
of June 30, 2020, an aggregate of
d. | The following table sets forth the total share-based compensation expense included in the consolidated statements of operations for the six months ended June 30, 2020 and 2019: |
Six
months ended | ||||||||
2020 | 2019 | |||||||
Cost of products | $ | $ | ||||||
Cost of services | ||||||||
Research and development | ||||||||
Selling and marketing | ||||||||
General and administrative | ||||||||
Total share-based compensation expense | $ | $ |
On
January 10, 2017, the Company signed a master purchase agreement with Amazon Inc. under which
The Company utilizes a Monte Carlo simulation approach to estimate the fair value of the warrants, which requires inputs such
as common ordinary share, the warrant exercise price, estimated ordinary share price volatility and risk-free interest rate, among
others. The Company recognized a reduction to revenues of $
18
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 10:- ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of taxes:
Unrealized gain (loss) on marketable securities | Unrealized gain on cash flow hedges | Foreign currency translation adjustment | Total | |||||||||||||
Unaudited | ||||||||||||||||
Six months ended June 30, 2020: | ||||||||||||||||
Beginning balance | $ | $ | $ | $ | ||||||||||||
Other comprehensive income before reclassifications | ||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
Net current period other Comprehensive income | ||||||||||||||||
Ending Balance | $ | $ | $ | $ |
NOTE 11:- LEASES
The components of lease expense for the six months ended June 30, 2020 and 2019 were as follows:
Six
months ended | ||||||||
2020 | 2019 | |||||||
Operating lease | $ | $ | ||||||
Short-term lease | ||||||||
Total lease expense | $ | $ |
Cash
paid for amounts included in the measurement of operating lease liabilities was $
19
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 11:- LEASES (Cont.)
The following table represents the weighted-average remaining lease term and discount rate:
June 30, 2020 | ||||
Weighted average remaining lease term | ||||
Weighted average discount rate | % |
The discount rate was determined based on the estimated collateralized borrowing rate of the Company, adjusted to the specific lease term and location of each lease.
Maturities of operating lease liabilities were as follows:
The remainder of 2020 | $ | |||
2021 | ||||
2022 | ||||
2023 | ||||
2024 | ||||
2025 and thereafter | ||||
Total operating lease payments | $ | |||
Less: imputed interest | ||||
Present value of lease liabilities | $ |
NOTE 12:- REVENUE RECOGNITION
Revenue disaggregated by revenue source for the six months ended June 30, 2020 and 2019, consists of the following:
Six
months ended | ||||||||
2020 | 2019 | |||||||
Systems | $ | $ | ||||||
Ink and consumables | ||||||||
Spare parts | ||||||||
Service contracts | ||||||||
Total revenue | $ | $ |
20
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 12:- REVENUE RECOGNITION (Cont.)
The following table presents revenue disaggregated by geography based on customer location:
Six
months ended | ||||||||
2020 | 2019 | |||||||
U.S | $ | $ | ||||||
EMEA | ||||||||
Asia Pacific | ||||||||
Other | ||||||||
Total revenue | $ | $ |
Remaining performance obligations represents contracted revenues that have not yet been recognized, which includes deferred revenues and non-cancelable contracts that will be invoiced and recognized as revenue in future periods. The following table represents the remaining performance obligations as of June 30, 2020, which are expected to be satisfied and recognized in future periods:
Remainder of 2020 | 2021 | 2022 and thereafter | ||||||||||
Product | $ | $ | $ | |||||||||
Services | ||||||||||||
Total | $ | $ | $ |
Contract
liabilities include amounts received from customers for which revenue has not yet been recognized. Contract liabilities amounted
to $
Provision
for returns amounted to $
21
KORNIT DIGITAL LTD. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 13:- TAXES ON INCOME
a. | The main reconciling items between the theoretical and actual tax rate during the six months ended June 30, 2020, derives mainly from: tax expense related to the Company’s foreign subsidiaries income at different tax rates and deferred tax benefit recognized in Israel related to current losses at Beneficiary Enterprise reduced tax rates. |
b. | The Company and its Israeli subsidiary received final tax assessments through 2012 and are currently subject to a tax audit for the years 2013 to 2018 by the Israeli Tax Authority (“ITA”). The Company received an assessment for years 2013 and 2014 which is still subject to another review by the ITA before it is finalized. |
The Company appealed before the second review and it believes the claims and the position taken on its tax returns are solid and valid. The ITA may furthermore disagree with the Company and its Israeli subsidiary positions taken for other years as well, and the Company may be subject to additional tax liabilities, which could have a material adverse effect on its results of operations.
The U.S subsidiary received final tax assessment through 2012, the German subsidiary received final tax assessment through 2014, the Hong Kong subsidiary, the United Kingdom Subsidiary and the Japan subsidiary have not received a final tax assessment since inception.
NOTE 14:- TRANSACTIONS WITH RELATED PARTIES
The Company’s policy is to enter into transactions with related parties on terms that, on the whole, are no less favorable, than those available from unaffiliated third parties. Based on the Company’s experience in the business sectors in which it operates and the terms of its transactions with unaffiliated third parties, the Company believes that all of the transactions described below met this policy at the time they occurred.
1. | Fritz Companies Israel T. Ltd. (“Fritz”) |
Fritz
is a logistics company which is owned, in part, by few of the Company’s Board members. The Company has an ongoing logistic
contract with Fritz. During the six months ended June 30, 2020 and 2019 logistic service fees amounted to $
2. | Acord Insurance Agency Ltd. (“Acord”) |
Acord
is an insurance company which is owned, in part, by the Chairman of the Board. The Company entered a business and professional
insurance contracts with Acord. During the six months ended June 30, 2020 and 2019 total premium under the contracts was $
3. | Priority Software Ltd. (“Priority”) |
Priority
is the Company’s ERP solution provider, which is owned, in part by few of the Company’s Board members. During the
six months ended June 30, 2020 and 2019 maintenances fees and additional licenses acquired amounted to $
NOTE 15:- SUBSEQUENT EVENT
On
August 7, 2020, the Company has closed a share purchase agreement with Custom Gateway Limited (“Custom Gateway”),
an innovative technology provider of cloud-based software workflow solutions for on-demand production business models. Under the
agreement the Company purchased
- - - - - - - - - - - - -
22
Exhibit 99.2
KORNIT DIGITAL LTD.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the Six Months Ended June 30, 2020
Comparison of Period to Period Results of Operations
Six Months Ended June 30, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
Revenues | ||||||||
Products | $ | 54,246 | $ | 71,030 | ||||
Services | 9,402 | 12,893 | ||||||
Total revenues | 63,648 | 83,923 | ||||||
Cost of revenues | ||||||||
Products | 27,086 | 34,209 | ||||||
Services | 12,736 | 13,891 | ||||||
Total cost of revenues | 39,822 | 48,100 | ||||||
Gross profit | 23,826 | 35,823 | ||||||
Operating expenses: | ||||||||
Research and development, net | 13,524 | 10,776 | ||||||
Selling and marketing | 16,788 | 16,473 | ||||||
General and administrative | 11,864 | 8,356 | ||||||
Total operating expenses | 42,176 | 35,605 | ||||||
Operating income (loss) | (18,350 | ) | 218 | |||||
Financial income, net | 2,797 | 545 | ||||||
Income (loss) before taxes on income (tax benefit) | (15,553 | ) | 763 | |||||
Taxes on income (tax benefit) | (927 | ) | 20 | |||||
Net income (loss) | $ | (14,6260 | ) | $ | 743 |
Six Months Ended June 30, | ||||||||
2020 | 2019 | |||||||
(as a % of revenues) | ||||||||
Revenues | ||||||||
Products | 85.2 | % | 84.6 | % | ||||
Services | 14.8 | 15.4 | ||||||
Total revenues | 100.0 | 100.0 | ||||||
Cost of revenues | ||||||||
Products | 42.6 | 40.8 | ||||||
Services | 20.0 | 16.5 | ||||||
Total cost of revenues | 62.6 | 57.3 | ||||||
Gross profit | 37.4 | 42.7 | ||||||
Operating expenses: | ||||||||
Research and development, net | 21.2 | 12.8 | ||||||
Selling and marketing | 26.4 | 19.6 | ||||||
General and administrative | 18.6 | 10.0 | ||||||
Total operating expenses | 66.2 | 42.4 | ||||||
Operating income (loss) | (28.8 | ) | 0.3 | |||||
Financial income, net | 4.4 | 0.6 | ||||||
Income (loss) before taxes on income (tax benefit) | (24.4 | ) | 0.9 | |||||
Taxes on income (tax benefit) | (1.4 | ) | 0.0 | |||||
Net income (loss) | (23.0 | )% | 0.9 | % |
Geographic Breakdown of Revenues
The following table sets forth the geographic breakdown of revenues from sales to customers located in the regions indicated below for the periods indicated:
Six Months Ended June 30, | ||||||||||||||||
2020 | 2019 | |||||||||||||||
$ | % | $ | % | |||||||||||||
($ in thousands, except percentages) | ||||||||||||||||
U.S | $ | 41,302 | 64.9 | % | $ | 45,328 | 54.0 | % | ||||||||
EMEA | 13,586 | 21.3 | 24,072 | 28.7 | ||||||||||||
Asia Pacific | 6,090 | 9.6 | 11,425 | 13.6 | ||||||||||||
Other | 2,670 | 4.2 | 3,098 | 3.7 | ||||||||||||
Total revenues | $ | 63,648 | 100.0 | % | $ | 83,923 | 100.0 | % |
Comparison of the Six Months Ended June 30, 2020 and 2019
Revenues
Revenues decreased by $20.3 million, or 24.2%, to $63.6 million in the six months ended June 30, 2020, from $83.9 million in the six months ended June 30, 2019, which is net of $1.4 million and $1.5 million, attributed to the non-cash impact of warrants associated with revenues recognized from Amazon, in the six months ended June 30, 2020 and 2019, respectively. The decrease in revenues resulted from: a 2.0% decrease in ink and other consumables revenues to $27.8 million in the six months ended June 30, 2020 from $28.4 million in the six months ended June 30, 2019; a 27.1% decrease in service revenues to $9.4 million in the six months ended June 30, 2020, from $12.9 million in the six months ended June 30, 2019, and a decrease of 38.0% in systems revenues to $26.4 million in the six months ended June 30, 2020, from $42.6 million in the six months ended June 30, 2019. The foregoing reductions are a result of a decrease in the volume of product sales and services and not to pricing. The six months ended June 30, 2020 results reflect the impact of the COVID-19 pandemic which occurred initially shortly before the end of the quarter ended March 31, 2020 and resulted in significant deferrals of orders that we had expected that would otherwise be placed before the end of that quarter. Total revenue for the quarter ended March 31, 2020 decreased to $26.2 million, net of $0.6 million attributed to the non-cash impact of warrants, compared to $38.6 million, net of $0.6 million attributed to the non-cash impact of warrants in the prior year period. We experienced a meaningful rebound in revenues during the quarter ended June 30, 2020, with total revenue of $37.4 million, net of $0.8 million attributed to the non-cash impact of warrants, compared to $45.3 million, net of $1.0 million attributed to the non-cash impact of warrants in the prior year period.
Cost of Revenues and Gross Profit
Cost of revenues decreased by $8.3 million, or 17.2%, to $39.8 million in the six months ended June 30, 2020, from $48.1 million in the six months ended June 30, 2019. Gross profit decreased by $12.0 million, or 33.5%, to $23.8 million in the six months ended June 30, 2020, from $35.8 million in the six months ended June 30, 2019. Gross margin decreased to 37.4% in the six months ended June 30, 2020, compared to 42.7% in the six months ended June 30, 2019 due to the initial impact of COVID-19 on revenues and storage and shipment costs; and an increase in inventory write-offs of $1.2 million in the six months ended June 30, 2020 compared to the six months ended June 30, 2019.
2
Operating Expenses
Six Months Ended June 30, | ||||||||||||||||||||||||
2020 | 2019 | Change | ||||||||||||||||||||||
Amount | % of Revenues | Amount | % of Revenues | Amount | % | |||||||||||||||||||
($ in thousands) | ||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Research and development, net | $ | 13,524 | 21.2 | % | $ | 10,776 | 12.8 | % | $ | 2,748 | 25.5 | % | ||||||||||||
Selling and marketing | 16,788 | 26.4 | 16,473 | 19.6 | 315 | 1.9 | ||||||||||||||||||
General and administrative | 11,864 | 18.6 | 8356 | 10 | 3,508 | 42.0 | ||||||||||||||||||
Total operating expenses | $ | 42,176 | 66.2 | % | $ | 35,605 | 42.4 | % | $ | 6,571 | 18.5 | % |
Research and Development, net. Research and development net expenses increased by 25.5% in the six months ended June 30, 2020 compared to the six months ended June 30, 2019. The increase was mainly attributed to an increase of $2.1 million in salaries and related personnel expenses and share based compensation as a result of an increase in the number of employees with higher seniority and variable compensation payout, compared to the six months ended June 30, 2019, and an increase of $0.4 million in consulting services. As a percentage of total revenues, our research and development expenses increased from 12.8% in the six months ended June 30, 2019 to 21.2% in the six months ended June 30, 2020, mainly due to the initial impact of the COVID-19 pandemic on revenues.
Selling and Marketing. Selling and marketing expenses increased by 1.9% in the six months ended June 30, 2020 compared to the six months ended June 30, 2019. This increase was primarily due to an increase of $2.5 million in salaries and related personnel expenses and share-based compensation expenses due to a higher number of employees during the six months ended June 30, 2020 compared to the six months ended June 30, 2019, offset by a decrease in trades, shows and travel expenses due to the COVID-19 pandemic. As a percentage of total revenues, our sales and marketing expenses increased during this period from 19.6% in the six months ended June 30, 2019 to 26.4% in the six months ended June 30, 2020 mainly due to the initial impact of the COVID-19 pandemic on revenues.
General and Administrative. General and administrative expenses increased by 42.0% in the six months ended June 30, 2020 compared to the six months ended June 30, 2019. This primarily resulted from an increase of $2.0 million in salaries, related personnel expenses and share-based compensation expenses mainly due to additional personnel, an increase of $0.5 million in insurance costs, an increase of $0.3 million in IT expenses, an increase of $0.3 million in consulting services and an increase of $0.3 million in facilities due to the rent of new offices. As a percentage of total revenues, our general and administrative expenses increased from 10.0% in the six months ended June 30, 2019 to 18.6% in the six months ended June 30, 2020 mainly due to the impact of the COVID-19 pandemic on revenues.
Financial income, net
Finance income, net totaled $2.8 million in the six months ended June 30, 2020, compared to $0.5 million in the six months ended June 30, 2019. The $2.3 million increase primarily resulted from $2.8 million interest on marketable securities and bank deposits in the six months ended June 30, 2020, compared to $1.5 million in the six months ended June 30, 2019 and $0.2 million of currency exchange gains in the six months ended June 30, 2020, compared to a loss of $1.0 million in the six months ended June 30, 2019.
3
Taxes on Income
Tax benefit amounted to $0.9 million, in the six months ended June 30, 2020, compared to taxes on income of $0.02 million in the six months ended June 30, 2019. The change from taxes on income to tax benefit is due to the change from income to loss.
We are currently subject to a tax audit for the years 2013 to 2018 by the Israeli Tax Authority, or ITA. We have received the assessments for 2013 and 2014 and these assessments are subject to another review by the ITA before they are finalized. We are eligible to respond to such assessment prior to the second review. We believe that the positions we took on our tax returns are valid and intend to appeal the first assessment. Nevertheless, the ITA may disagree with our position, as well as our positions taken in our tax returns for any other year, and we may be subject to additional tax liabilities, which could have a material adverse effect on our results of operations.
Liquidity and Capital Resources
As of June 30, 2020, we had approximately $47.4 million in cash and cash equivalents, $79.8 million in short term deposits and $110.1 million in short-term and long-term marketable securities, which, in the aggregate, totaled $237.4 million. We fund our operations mostly with cash raised via our equity financings, including our June 2019 follow-on offering.
As of June 30, 2020, we had a line of credit with an Israeli bank for total borrowings of up to $1.0 million. This line of credit is unsecured and available provided that the Company maintains a 30% ratio of total tangible shareholders' equity to total tangible assets and that the total credit use will be less than 70% of our receivables. Interest rates across this credit line varies from 0.3% to Prime (Israel Interbank Offered Rate) +0.7% (currently it is 2.3% as of June 30, 2020).
Based on our current business plans, we believe that our cash flows from operating activities and our existing cash resources will be sufficient to fund our projected cash requirements for at least the next 12 months without drawing on our lines of credit or using cash on hand. Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support product development efforts, the expansion of our sales and marketing activities, and the timing of introductions of new solutions and the continuing market acceptance of our solutions as well as other business development efforts.
The following table presents the major components of net cash flows for the periods presented:
Six Months Ended June 30, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
Net cash used in operating activities | $ | (22,332 | ) | $ | (3,936 | ) | ||
Net cash provided by (used in) investing activities | 26,273 | (97,983 | ) | |||||
Net cash provided by financing activities | 2,740 | 132,345 |
4
Net Cash Used in Operating Activities
Six Months Ended June 30, 2020
Net cash used in operating activities in the six months ended June 30, 2020 was $22.3 million.
Net cash used in operating activities consisted of net loss of $14.6 million, as adjusted upwards in an amount of $8.5 million for non-cash line items, including stock-based compensation expenses, depreciation, amortization of intangible assets, fair value of warrants deducted from revenues, amortization of premium on marketable securities, realized loss on sale of marketable securities and foreign currency translation gain on inter-company balances with foreign subsidiaries, offset by other adjustments in an amount of $1.7 million.
During the six months ended June 30, 2020, our accounts receivable decreased by $0.6 million reflecting the decrease in our revenues. Days sales’ outstanding, or DSO, for the six months ended June 30, 2020 increased to 113 days, compared to 74 days for the six months ended June 30, 2019.
During the same period, our inventory increased by $5.2 million compared to the year ended December 31, 2019. This was primarily due to the impact of COVID-19 on revenues.
We also experienced a decrease of $9.9 million in trade payables in the same period that mainly derived from the decrease in sales and operation due to COVID-19.
Six Months Ended June 30, 2019
Net cash used in operating activities in the six months ended June 30, 2019 was $3.9 million.
Net cash used in operating activities consisted of net income of $0.7 million, as adjusted upwards in an amount of $6.2 million for non-cash line items, including stock-based compensation expense, depreciation, amortization of intangible assets, fair value of warrants deducted from revenues, amortization of premium on marketable securities, realized loss on sale of marketable securities and foreign currency translation gain on inter-company balances with foreign subsidiaries, offset by other adjustments not included hereunder in an amount of $0.9 million.
During the six months ended June 30, 2019, our accounts receivable increased by $12.2 million reflecting the increase in our revenues. DSO for the six months ended June 30, 2019 decreased to 74 days, compared to 90 for the six months ended June 30, 2018 days.
During the same period, our inventory increased by $1.5 million compared to the year ended December 31, 2018. This was primarily due to our new product introduction and the need to maintain higher level if inventory to support increased install base and future business activities.
We also experienced an increase of $3.8 million in trade payables in the same period mainly derived from the growth in our sales and operations.
5
Net Cash provided by (Used in) Investing Activities
Six Months Ended June 30, 2020
Net cash provided by investing activities was $26.3 million for the six months ended June 30, 2020, which was primarily attributed to net proceeds from sale of marketable securities and bank deposits of $34.9 million offset by investment of $8.5 million in property and equipment.
Six Months Ended June 30, 2019
Net cash used in investing activities was $98.0 million for the six months ended June 30, 2019, was primarily attributed to net purchase of marketable securities and bank deposits of $90.7 million, acquisition of our distributor, Hirsch, for $4.7 million and the purchase of fixed assets and intangible assets in a total sum of $2.6 million.
Net Cash Provided by Financing Activities
Six Months Ended June 30, 2020
Net cash provided by financing activities was $2.7 million for the six months ended June 30, 2020, which was primarily attributable to proceeds from option exercises.
Six Months Ended June 30, 2019
Net cash provided by financing activities was $132.3 million for the six months ended June 30, 2019, which was primarily attributable to a follow-on offering completed on June 18, 2019.
Cautionary Statement Regarding Forward-Looking Statements
This Exhibit 99.2 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is 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 our business, financial condition, results of operations, liquidity, plans and objectives including, without limitation, the impact of COVID-19 on our business. Forward-looking statements include all statements that are not historical facts and in some cases can be identified by terminology such as “believe,” “may,” “anticipate,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “project,” “potential,” “will,” or the negative of these terms or other similar expressions that convey uncertainty of future events or outcomes.
Our ability to predict the results of our operations or the effects of various events, including the COVID-19 pandemic, on our operating results is inherently uncertain. Therefore, we caution you to consider carefully the matters described under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2019, which is on file with the Securities and Exchange Commission (“SEC”), and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC. Such factors and many other factors beyond the control of our management could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements that may be expressed or implied by the forward-looking statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur.
6