EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1 exhibit_99-1.htm


Exhibit 99.1
 
 
 
 
1
1
Presentation to ISS
November 18, 2015
Presenters:
Dr. Ofer Borovsky, Chairman of Nominating Committee, Independent
& External Director
Irit Ben-Dov, Independent & External Director
Yos Shiran, CEO
 
 

 
2
2
Disclaimer
These slides and the accompanying oral presentation may contain statements relating to current
expectations, estimates, forecasts and projections about future events that are "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-
looking statements generally relate to the Company’s plans, objectives and expectations for future
operations, including its projected results of operations and the expected timing of expanding its
manufacturing facilities. These forward-looking statements are based upon management’s current
estimates and projections of future results or trends. Actual results may differ materially from those
projected as a result of certain risks and uncertainties. These factors include, but are not limited to:
the strength of the home renovation and construction sectors; economic conditions within any of our
key existing markets; actions by our competitors; changes in raw material prices, particularly
polymer resins and pigments; fluctuations in currency exchange rates; the success of our expansion
efforts in the United States; the outcome of silicosis claims and the claim by our former quartz
processor; unpredictability of seasonal fluctuations in revenues; delays in manufacturing if our
suppliers are unable to supply raw materials; and other factors discussed under the heading “Risk
Factors” in our most recent annual report on Form 20-F and other documents filed with the
Securities and Exchange Commission. These forward-looking statements are made only as of the
date hereof, and the Company undertakes no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.
 
 

 
3
3
 
Part I:
Caesarstone’s
Business
 
 

 
 
 
4
Company Overview
 27 years of leadership
 Strong premium brand associated with
 quality, innovation and excellent service
 12% global market share (by volume)
 Distribution network across over 50
 countries
 Diversified revenue with approximately
 55% of revenue from North America
Quartz Market Opportunity
 2014 market penetration: 10% by sales
 Fastest growing surfaces category (’99 -
 ’14)
  Grew at 15.7% CAGR
  From 2% penetration in 1999
 Capturing high % of market share in key
 markets
Global Leader in the Attractive Quartz Surface Market
Source: Freedonia, February 2015
Quartz is the
fastest
growing
category
Quartz
10%
Growth
Development
Maturity
Dwindling
Solid
Surface
25%
Granite
27%
Marble
2%
Strong Performance Through the Cycle
($mm)
 
 
 

 
5
5
Key Investment Highlights
 Premium brand with superior customer value proposition
 Leading manufacturer in high growth quartz surfaces market
 Strong, diversified global distribution platform
 World-class marketing, R&D and manufacturing capabilities
 Proven track record of growth and product innovation
 Experienced management team under whose leadership Caesarstone
 (“Caesarstone” or the “Company”) has grown significantly and continues to grow
 Attractive financial profile
 
 

 
6
6
Caesarstone’s Superior Value Proposition
 Premium product with unique
 combination of high quality and long-
 lasting beauty
 Trend-setting innovation with top
 design
 High service level with
 comprehensive sales and marketing
 approach
 Caesarstone’s quartz surfaces are
 used as countertops in more than 50
 countries
-
 Quartz received the highest overall
 score among countertop materials

 
- Consumer Reports Magazine, July 2013
 
 

 
7
7
Leading Global Footprint with Diverse Revenue Mix
Singapore
Canada
USA
Australia
Direct distribution
Indirect distribution
 
 

 
8
8
Positioned to Capture Growth from Quartz Penetration
 
$81BN Global Countertop Market Material
Segmentation (2014 sales)
2014 Quartz Share of Countertop Market
by Region (by volume)
Source: Freedonia, February 2015; Company estimates
Note: Quartz share based on value
 
 

 
9
9
The U.S. Remains a Significant Opportunity
Caesarstone continues to execute on its go-to-market strategy in the U.S. driven by
increasing quartz penetration
Source: Freedonia, February 2015; Company estimates
1 Calculation applies 1% increase in quartz penetration (by volume) based on 2014 total market volume and 2014 quartz prices as provided by Freedonia February 2015 report
2 HousingEconomics.com , February 2015
3 Home Improvement Research Institute, March 2015
1,001k
2014
2016E
1,400k
U.S. New Housing Starts2
U.S. Home Improvement Product Sales3
Caesarstone U.S. Revenue Performance ($mm)
U.S. Market Penetration (by volume)
1% increase in
penetration ≈ $350mm1
21%
9%
42%
50%
YoY organic growth
23%
 
 

 
10
10
Differentiated Approach
 Unique advanced technological capabilities
 Continued investment in IP and know-how protected products
 Product superiority with zero defect policy
 High standards (ISO, Leed, NSF SCS, Greenguard)
 High throughput and lean approach
 Binder chemistry and formulation optimization
World Class Manufacturing and R&D Capabilities
Current Facilities
 
 

 
11
11
 
 

 
12
12
Proven Track Record of Growth and Innovation
 Proven ability to enter and develop key markets
 Continued introduction of innovative new products
1987
1999
2006
2009
2010
1987
Israel
2009
South
East Asia
Market Entry
New
Products
2003
Concetto
1998
1987
Classico
2009
Motivo
2010
Supremo
1999
U.S.
2003
Canada &
South Africa
2003
1988
Europe
1998
Australia
2006
China
2008
Australia
2010
Canada
2011
U.S. &
Singapore
Direct
Distribution
1987
Israel
Manufacturing
1987
1st  plant

2005
2nd plant
(3rd line)
2007
4th line

2002
2nd line
2015
History of execution with a clear strategy to capture future growth
2012
Super
Natural
2012
U.S. plant
6th, 7th lines
2011
Brazil
Q3 2014
5th line

 
 

 
13
13
Strong Growth and Profitability
Revenue ($mm)
Adj. EBITDA and % Margin ($mm)
Adj. Net Income and % Margin 1 ($mm)
Gross Profit and % Margin ($mm)
YoY 
Growth:
30.6%
22.2%
20.2%
14.2%
33.2%
45.6%
27.3%
22.2%
YoY 
Growth:
YoY 
Growth: 
16.4%
46.8%
32.1%
18.2%
16.8%
85.9%
45.3%
26.6%
YoY 
Growth: 
¹ Adjusted net income attributable to controlling interest
25.5%
17.0%
27.1%
29.0%
 
 

 
14
14
Quarterly Financial Performance
 Industry characterized by seasonality with strong Q3 and
 weaker Q1 annually
 Consistent year-over-year revenue growth across quarters
 Robust Adjusted EBITDA growth year-over-year despite
 volatility in raw material costs, exchange rates fluctuations
 and U.S. manufacturing unabsorbed/start-up costs
Revenue ($mm)
Adj. EBITDA ($mm)
13.6%
27.0%
17.4%
4.6%
21.6%
30.7%
11.0%
14.2%
17.9%
30.4%
9.9%
13.9%
36.9%
23.3%
10.4%
YoY Growth
’11-’12 28.5%
‘12-’13  13.5%
‘13-’14 23.5%
‘14-’15 14.2%
18.2%
18.4%
42.4%
 0.8%
22.4%
47.1%
16.1%
YoY Growth

’11-’12 18.9%
‘12-’13  28.9%
‘13-’14 25.4%
‘14-’15 15.3%
 
 

 
 
15
Cash Flow Supports Future Growth
 5th production line at Bar-Lev cost $24mm
 (1
st phase operational in Q4’13, 2nd phase in Q2’14)
 Strong cash flow generation and growth enabling
 $20mm dividend distribution in 2013 and 2014
 Ability to invest in future growth opportunities, both
 organic and via potential acquisitions
Strong and robust free cash flow generation will support investment in future growth
Capital Expenditure ($mm)
Adj. EBITDA Less Capital Expenditure ($mm)
% of
revenue: 
3.4%
2.8%
19.3%
4.5%
19.3%
22.6%
6.7%
18.9%
% of
revenue: 
7.7%
18.0%
 
 
 

 
16
16
2015 Year-to-Date Financials
 Revenue growth of 11.5% YoY, 22.3% on a constant currency basis:
 § U.S. up 22.7% despite slower housing growth, reflecting continued Quartz conversion
 § Australia up 21.3% on a constant currency basis, driven by our new products success (new
 Calacatta and Statuario) and strong growth in new housing completions
 § Canada up 38.2% on a constant currency basis driven by continued strong performance in
 general and the positive impact of IKEA Canada
 § Israel up 3.9% on a constant currency basis
 § Europe up 23.0% and ROW up 20.6% both on a constant currency basis
 Gross margin of 40.8%, down 140 basis points
 § Unfavorable exchange rates and start-up costs related to the new U.S. manufacturing facility are
 partially offset by positive differentiated product mix and raw material costs (most notably
 polyester but also quartz)
 Q3’15 included a non-cash expense of $4.7M related to silicosis claims, reflecting estimate of our
 total uninsured exposure (recorded under Operating Expenses and adjusted out in non-GAAP
 measures below)
 Adjusted EBITDA grew 7.7% to $95.2M
 § Margin of 25.6% vs. 26.5% in 2014, reflecting FX impact and start-up cost of U.S. manufacturing
 Adjusted Net Income of $64.0M; 4.1% above last year
 § Margin of 17.2% vs. 18.4% last year
 § Diluted EPS of $1.80 vs. $1.74
 
 

 
17
17
Caesarstone’s Growth Prospects
 
 Strengthen the brand through investment in strong R&D and continue developing
 innovative new colors, designs and textures
 Increase awareness of our premium brand by continuing to focus on quality,
 service and implementation of our proven marketing approach
Premium
Brand
 Execute on the U.S. and Canadian opportunity, as well as grow our footprint in
 other markets
 Continue to expand direct distribution coverage in the U.S.
Market
Penetration
 Extend our global presence through entry into new geographies and increase our
 reach in recently-entered markets
 Find new markets that meet our criteria of having existing demand for stone
 products, strong economic growth rates and high GDP per capita
Global
Footprint
Selective
Acquisitions
 Pursue selective acquisitions of manufacturers in order to build scale, enhance
 our marketing/distribution, accelerate global expansion
 
 

 
18
18
 
Part II: 2015
Annual General
Meeting
 
 

 
19
19
Introduction
 
 

 
20
20
 Summary
 Caesarstone’s board has proposed a board slate of 9 directors to be approved by the Company’s
 shareholders, including 3 members of Kibbutz Sdot-Yam (the “Kibbutz”) and 6 independent directors - one
 U.S.- trained director, two external directors under Israeli law and three additional independent directors
 The board composition appropriately reflects the Kibbutz’s ownership of 32.4%
 The Kibbutz’s request to nominate directors was considered by the Company’s nominating committee, as
 part of the vetting process
 The Kibbutz’s requirements in its current campaign, which is objected by the Company’s board, were not
 raised by the Kibbutz in its discussions with the nominating committee during the vetting process
 The Kibbutz’s authorized representatives informed the nominating committee that it was the Kibbutz's
 intention to regain control of the board, after it lost such control following the sale of the Company’s shares
 by the Kibbutz and its ownership decline below 50%
 Caesarstone has adopted strong corporate governance practices, including a majority independent board,
 and an independent audit committee, compensation committee and nominating committee
 The Kibbutz has a divergent set of motives and concerns compared to public investors and it suffers from
 internal infighting
 
 

 
21
21
 History of the Kibbutz’s Ownership and Management of
 Caesarstone
 The Kibbutz founded Caesarstone in 1987. The Company was managed until 2008 by
 Kibbutz members, and commencing 2009 it has been managed by the current non-
 affiliated CEO, with a majority of non-affiliated management
 The Company was 100% owned by the Kibbutz until Tene (a private equity firm)
 purchased a 30% interest starting in 2006
 The Kibbutz owned 54.5% of the Company after its IPO in 2012
 The Kibbutz’s ownership fell below 50% in June 2014 after two follow-on offerings in
 which the Kibbutz sold shares worth almost $300 million
 The Kibbutz currently owns 32.4% of the Company’s shares
 
 

 
22
22
 What is a kibbutz?
 § A kibbutz (plural: kibbutzim) is a self-governed community of members who share
 certain social ideals and economic interests on a communal basis
 § Located in Israel and originally primarily agricultural in orientation, many kibbutzim
 now operate manufacturing or industrial businesses
 § All of the members of the Kibbutz continue to jointly own all of the assets of the
 Kibbutz, including its shares in the Company
 72 of the Kibbutz’s 400 members, or 11% of the Company’s Israeli workforce, are Kibbutz
 members
 
 Two of the Company’s facilities in Israel are located on lands leased from the Kibbutz, one
 of which is in the area of the Kibbutz itself
 
 The Company has various long-term agreements with the Kibbutz, related to services
 provided by the Kibbutz to the Company, manpower, etc.
 
Caesarstone’s Relationship with the Kibbutz
 
 

 
23
23
The Kibbutz Seeks to Control the Company’s Board
 If the two new Kibbutz nominees are elected, five out of nine board seats will be held by
 
Kibbutz members or its nominees
 § Three Company-nominated directors are Kibbutz members holding leadership
 positions in the Kibbutz
 § The Kibbutz is opposing two Company-nominated independent directors and proposing
 two
of its own nominees in their stead
 The Kibbutz stated in its November 3 notice that it reserved the right to propose additional
 candidates
if the Company increased the size of the board of directors to more than nine
 members
 In discussions held between the Company’s nominating committee and the Kibbutz’s
 representatives (one of whom is currently a director of the Company and one of whom is
 proposed to be elected as a director), the Kibbutz expressed
interest in regaining control of
 the board and acting as the owner of the Company
 
 

 
24
24
Reasons for the
Company’s Position Regarding the
Director Elections
 
 

 
25
25
 Following the Recent Resignation of Two Directors, the
 Company’s Board Needs Stability and Enrichment
 The Company’s board included 11 directors until September 2015, when two directors
 (both of whom had been Kibbutz nominees) resigned over matters not related to the
 Company’s disclosures or business
 §These directors’ resignations occurred after an intentional attack initiated by a self-
 identified short seller, which led to heightened volatility in the Company’s share price
 The Company’s independent nominating committee and a majority of the Company’s
 independent board have decided that a
board with nine members would be in the
 Company’s and its shareholders’ best interests
given the unwieldy nature of an 11-
 person board
 
 

 
26
26
 Following the Recent Resignation of Two Directors, the
 Company’s Board Needs Stability and Enrichment
 (cont’d)
 The Company’s independent nominating committee has proposed a balanced slate
 comprised of new and tenured directors with a
diverse set of skills, expertise and
 backgrounds
; this includes Kibbutz representatives, a well-qualified American
 director
, a clear, true majority of independents and a clearly independent chairman
 Ronald Kaplan, a new nominee for director who is the chairman of a U.S public company
 and whose candidacy is supported by the Kibbutz, sent a letter to the Company stating his
 view that the current campaign being undertaken by the Kibbutz does not serve a
 productive purpose. He is expecting to serve only alongside the board nominees
 proposed and vetted - like he was - by the nominating committee (Ronald Kaplan’s letter
 is attached as an appendix to this presentation)
 
 
 

 
27
27
 The Kibbutz Is Already Appropriately Represented on
 the Board
 This level of representation is appropriate considering the Kibbutz holds 32.4% of the
 Company’s shares
 Three out of nine directors proposed by the Company - Shachar Degani, Amihai Beer
 and Amit Ben Zvi -
were selected by the Kibbutz and approved by the Company’s
 nominating committee and full board. These directors would represent the
Kibbutz’s
 
proportionate one-third interest
 These director nominees are also Kibbutz members
  Shachar Degani and Amit Ben Zvi hold the most senior managerial positions in the
 Kibbutz
  Amihai Beer serves as legal counsel to the Kibbutz
 
 

 
28
28
 The Company Nominees Opposed by the Kibbutz Possess
 Exactly the Characteristics the Kibbutz Claims Are Lacking
 on the Board
 Despite proclaiming its desire to “reinforce” the board, the Kibbutz is opposing Yonatan
 Melamed
, a veteran independent director with eight years of impeccable service who
 is also the nominee for chairman
 Despite proclaiming its desire to “refresh” the board, the Kibbutz is opposing Ofer
 Tsimchi
, an independent director who was only elected to the board in December
 2014
 Additionally, both Yonatan Melamed and Ofer Tsimchi are highly skilled and
 experienced executives and directors
   We believe that the Kibbutz is seeking to control the Company’s board by
 opposing the election of two independent directors recommended by the
 Company and seeking the election of two hand-picked nominees that will
 conform to the Kibbutz’s agenda
 
 

 
29
29
 The Kibbutz’s Method of Proposing Candidates Runs
 Counter to Notions of Good Governance
 The Company’s nomination process
 § Nominees for election to the Company’s board are selected by the Company’s
 
independent nominating committee and approved by the board
 § Given its representation, the Kibbutz had multiple opportunities to propose
 
candidates to the Company’s nominating committee
 § The Kibbutz notified the Company it intended to propose its alternate slate of directors
 just
hours before the Company’s third quarter earnings conference call
 
 

 
30
30
 The Kibbutz’s Method of Proposing Candidates Runs
 Counter to Notions of Good Governance (cont’d)
 The Kibbutz’s proposed candidates
 § The Kibbutz’s first alternate director nominee, Yitzhak Sharir, was vetted and was not
 recommended by the nominating committee in 2014
 § The Company’s nominating committee has had no opportunity at all to vet the Kibbutz’s
 second alternate director nominee, Amnon Dick, as the
Kibbutz did not present him at
 any point in the vetting process
 § Mr. Dick’s independence is questionable as he was until recently chairman of the board
 at another company held by the Kibbutz
 
 

 
31
31
 The Kibbutz’s Interests Are Not Aligned With Those of
 the Company’s Public Shareholders
 The Kibbutz historically received significant ongoing cash from the Company prior to the
 Company’s IPO. The Kibbutz has continued to
seek substantial dividends from the
 Company until very recently, irrespective of whether such dividends are beneficial to all
 shareholders and without concern for potential differences in jurisdictional tax treatment of
 dividend income between themselves and other public shareholders
 The Kibbutz has extracted almost $300 million of value from selling the Company’s
 shares
 The Kibbutz is not a regular investor, but a unique social community with a divergent set of
 motives and concerns
that suffers from internal fights
 
 

 
32
32
 The Kibbutz’s Interests Are Not Aligned With Those of
 the Company’s Public Shareholders (cont’d)
 The Kibbutz is party to a series of related party agreements with the Company that
 resulted in the payment of approximately $16 million to the Kibbutz in 2014. While these
 agreements are subject to significant scrutiny under Israeli law due to shareholders, board
 and audit committee approvals, they place the Kibbutz in a different position from that of
 public shareholders
 The board has fulfilled its fiduciary duties for the benefit of all of its shareholders while
 respecting the Kibbutz’s interests, relationship and history with the Company. This speaks to
 effective checks and balances, a proper board composition and strong management
 
 

 
33
33
The Company’s Continued Attempts
to Engage the Kibbutz
 
 

 
34
34
 The Company Has Endeavored to Engage With the
 Kibbutz and Address Its Concerns
 The Company’s independent nominating committee held discussions with the
 Kibbutz’s authorized representatives
before calling the Company’s upcoming
 annual general meeting
 § During these discussions the Kibbutz stated that it was interested in regaining
 control of the board and acting as owner of the Company
 § The Kibbutz’s proposed nominees brought to the attention of the Company’s
 independent nominating committee during those discussions
were Kibbutz
 members only; none of such Kibbutz’s nominees were independent directors
 or U.S. resident directors
 
 

 
35
35
 The Company Has Endeavored to Engage With the
 Kibbutz and Address Its Concerns (cont’d)
 The Company has attempted to reach out to the Kibbutz since the Kibbutz launched its
 proxy contest.
Attempts to discuss the matter with the Kibbutz have been rejected
 by the Kibbutz
 § These attempts include formal written communication to the Kibbutz’s lawyers which
 identified inaccuracies and misstatements in the position statement published by the
 Kibbutz and which proposed to set up a meeting with the Kibbutz’s representatives.
 No answer of any kind has been received
 The Kibbutz has threatened the Company’s CEO and directors that by communicating
 with Kibbutz members with respect to the annual general meeting, the Company has
 somehow acted illegally and caused harm to the Kibbutz
 It has been brought to the Company’s attention that a significant number of the Kibbutz’s
 members objects to the proxy battle initiated by the Kibbutz. Some of these Kibbutz
 members asked to meet with the Company's CEO and independent directors, but the
 Kibbutz demanded from the Company and its directors that such meetings not take place
 
 

 
36
36
Company’s Reference to the Kibbutz’s
Claims
 
 

 
37
37
 Kibbutz’s Claim: the Company’s Management Opposed
 the Election of an Independent Chairman
 The Company’s independent nominating committee and a majority of the Company’s
 board decided it
would be in best interests of Company for Maxim Ohana (affiliated
 with the Kibbutz) to
remain as chairman for one more term in order to transition a new
 independent chairman
 § The nominating committee and the Board felt that Mr. Ohana’s service to the
 Company was above reproach
and, that he had always acted with integrity and in
 the best interests of all of the Company’s shareholders
 The Kibbutz rejected the independent nominating committee’s proposal that Mr.
 Ohana serve at least one more year during transition to an independent chairman. The
 Kibbutz also requested that Mr. Ohana not stand for reelection
  The Kibbutz’s desire to end the service of Mr. Ohana as chairman is an example of
 how
infighting at the Kibbutz has adversely impacted the Company and how,
 over the objections of the nominating committee, the Kibbutz has sought to
replace
 an individual who acted independently from the Kibbutz
with one who will not do
 so
 
 

 
38
38
 Kibbutz’s Claim: the Company’s Management Opposed
 the Election of an Independent Chairman (cont’d)
 Contrary to the Kibbutz’s claim, the Kibbutz never proposed that the chairman be an
 independent director
 Given the events described above, the nominating committee and the board decided to
 nominate Yonatan Melamed, a veteran independent director of the Company, as
 chairman
 § Mr. Melamed is a highly skilled and experienced manager, director and chairman
 of other companies in Israel
 §  He has diligently and independently served on the Company’s board for the past
 eight years
 If successful in opposing Mr. Melamed’s election, the Kibbutz hopes that the new
 board,
which will be practically controlled by the Kibbutz following the annual general
 meeting,
elect a chairman other than Mr. Melamed
 
 

 
39
39
 Kibbutz’s Claim: the Drop in the Company’s Share Price
 Means That the Kibbutz Should Take Control of the Board
 The Company experienced a drop in share price in 2015. The Company started the year
 with a share price in the $60s range
 After rising to the low $70s range, the share price fell to a low $50s range in late August
 after the Company slightly lowered guidance for revenues (but not Adjusted EBITDA) to
 reflect the impact of foreign exchange and to reflect a slightly lower growth rate in the
 United States compared to prior expectations
 Following a targeted attack based on misleading and false information by a short
 seller
the stock price decreased to the low $40s range in the first half of September
 The largest percentage decline in the stock, approximately 30%, then came in the period
 from September 17 to September 29 when
two directors nominated by the Kibbutz
 
(one of whom was affiliated with the Kibbutz and one of whom was independent)
 
resigned from the Company’s board and alarmed the market
 
 

 
40
40
 Kibbutz’s Claim: the Drop in Company’s Share Price Means
 That the Kibbutz Should Take Control of the Board (cont’d)
The Company’s share price has recovered somewhat since September, driven in part by
   record results for the third quarter of 2015 
Given the events described on the previous slide, the Company believes that the Kibbutz’s
   initiative to regain control of the board has
nothing to do with the drop in the Company’s
   share price
Furthermore, the drop in the Company’s share price should not be viewed as a
  rationale
for the Kibbutz to take further control of the board
 
 

 
41
41
 Kibbutz’s Claim: There Are Serious Corporate Governance
 Problems at the Company
 The Company has instituted strong corporate governance practices
 § The Company has had a majority independent board since December 2014
 § The Company has had an independent audit committee since its IPO, an
 
independent compensation committee since 2013 and an independent
 nominating committee
since September 2014
 § No members of management sit on the Company’s board.
 The Company is currently seeking to institute an independent chairman of the board
 
 

 
42
42
 Kibbutz’s Claim: the Kibbutz’s Additional Influence
 Would Promote Improved Governance at the Company
 The Kibbutz is already appropriately represented on the board of the Company given its
 significant shareholding
 However, the Kibbutz’s involvement in the Company has not historically and has recently
 been antithetical to good governance
 § The Kibbutz has taken inconsistent and unpredictable positions. The Kibbutz’s
 representatives have supported putting items in the agenda for a shareholder vote (i.e.,
 the Company’s compensation policy) and then subsequently voted against them at the
 shareholder meeting
 § The Kibbutz’s has engaged an outside law firm to write threatening letters to the
 Company’s CEO and directors regarding their discussions with Kibbutz members
 
 

 
43
43
Questions?
 
 

 
44
44
Thank You
 
 

 
45
45
 
Appendices:
•  Ronald Kaplan’s Letter
•  Non-GAAP Financial
    Reconciliations
 
 

 
46
46
 
 

 
47
47
(1) Consists of our portion of the results of operations of Caesarstone USA prior to its acquisition by us in May 2011.
(2) Consists of charges to cost of goods sold for the difference between the higher carrying cost of the inventory of two of the Company's subsidiaries- Caesarstone USA's inventory at the time of its acquisition and
 inventory that was purchased from its distributor and Caesarstone Australia Pty Limited's inventory that was purchased from its distributor, and the standard cost of the Company's inventory-which adversely
 impacts the Company's gross margins until such inventory is sold. The majority of the inventory acquired from Caesarstone USA was sold in 2011, and the majority of the inventory acquired from the Australian
 distributor was sold in 2012.
(3) In 2013, share-based compensation consists of expenses related to the stock options granted to employees of the Company. In 2014, share-based compensation consists primarily of expenses related to the
 stock options granted to employees of the Company, as well as expenses related to share-based rights granted during the period.
(4) Relates to a change in estimate for the value of inventory following the implementation of the Company's new ERP system in April 2013.
(5) In 2013, consists of direct expenses related to a follow-on offering that closed in April 2013, including a bonus paid by the Company' former shareholder, Tene, to certain of its employees that under US GAAP
 the Company is required to expense against paid-in capital. In 2014, consists of direct expenses related to a follow-on offering that closed in June 2014.
(6) Consists of the payment of $1.72 million to certain employees of the Company and $0.25 million to the Company's Chairman for their contribution to the completion of the Company's initial public offering, or
 IPO.
(7) Relates to the change in fair value of the contingent consideration that was part of the consideration transferred in connection with the acquisition of Caesarstone USA.
(8) In 2011, litigation gain consists of a mediation award in the Company's favor pursuant to two trademark infringement cases brought by Caesarstone Australia Pty Limited. In 2012, litigation gain resulted from a
 settlement agreement with the former chief excecutive officer of Caesarstone Australia Pty Limited related to litigation that had been commenced in 2010. Pursuant to the settlement, he transferred to the
 Company the ownership of all his shares in Caesarstone Australia Pty Limited received in connection with his employment. The Company did not make any payments in connection with such transfer or other
 payments to the former chief executive officer. As a result of the settlement, the Company reversed the liability provision in connection with the litigation and the adjustment is presented net of the related
 litigation expenses incurred in connection with the settlement.
(9) Relates to our writing down to zero the cost of inventory provided to Microgil, our former third-party quartz processor in Israel, in 2011 in the amount of $1.8 million and our writing down to zero our $1.1 million
 loan to Microgil, in each case, in connection with a dispute.
(10) Relates to an adjustment of provision for taxable employee fringe benefits as a result of a settlement with the Israel Tax Authority and with the National Insurance Intitute of Israel.
(11) Relates to a refund of Israeli value added tax (VAT) associated with a bad debt from 2007
 
 

 
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(1) Consists of charges to cost of goods sold for the difference between the higher carrying cost of the inventory of two of the Company's subsidiaries- Caesarstone USA's inventory at the time of its acquisition and
 inventory that was purchased from its distributor and Caesarstone Australia Pty Limited's inventory that was purchased from its distributor, and the standard cost of the Company's inventory-which adversely
 impacts the Company's gross margins until such inventory is sold. The majority of the inventory acquired from Caesarstone USA was sold in 2011, and the majority of the inventory acquired from the Australian
 distributor was sold in 2012.
(2)  In 2013, share-based compensation consists of expenses related to the stock options granted to employees of the Company. In 2014, share-based compensation consists primarily of expenses related to the stock
 options granted to employees of the Company, as well as expenses related to share-based rights granted during the period.
(3) Consists of the payment of $1.72 million to certain employees of the Company and $0.25 million to the Company's Chairman for their contribution to the completion of the Company's IPO.
(4) Relates to the change in fair value of the contingent consideration that was part of the consideration transferred in connection with the acquisition of Caesarstone USA.
(5) Relates to a change in estimate for the value of inventory following the implementation of the Company's new ERP system in April 2013.
(6) In 2013, consists of direct expenses related to a follow on-offering that closed in April 2013, including a bonus paid by the Company' former shareholder, Tene, to certain of its employees that under US GAAP the
 Company is required to expense against paid-in capital. In 2014, consists of direct expenses related to a follow on offering that closed in June 2014.
(7) In 2011, litigation gain consists of a mediation award in the Company's favor pursuant to two trademark infringement cases brought by Caesarstone Australia Pty Limited. In 2012, litigation gain resulted from a
 settlement agreement with the former chief excecutive officer of Caesarstone Australia Pty Limited related to litigation that had been commenced in 2010. Pursuant to the settlement, he transferred to the Company
 the ownership of all his shares in Caesarstone Australia Pty Limited received in connection with his employment. The Company did not make any payments in connection with such transfer or other payments to the
 former chief executive officer. As a result of the settlement, the Company reversed the liability provision in connection with the litigation and the adjustment is presented net of the related litigation expenses incurred
 in connection with the settlement.
(8) Relates to our writing down to zero the cost of inventory provided to Microgil, our former third-party quartz processor in Israel, in 2011 in the amount of $1.8 million and our writing down to zero our $1.1 million loan
 to Microgil, in each case, in connection with a dispute.
(9) Relates to an adjustment of provision for taxable employee fringe benefits as a result of a settlement with the Israel Tax Authority and with the National Insurance Intitute of Israel.
(10) Relates to a refund of Israeli value added tax (VAT) associated with a bad debt from 2007
(11) Tax adjustment as a result of tax settlement with the Israeli tax authorities.
(12) The tax adjustments for the three and Twelve months ended December 31, 2014 and 2013 were based on the effective tax rate (excluding adjustments to the tax line item) for these periods, respectively.