zk1414726.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

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

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

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

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

Date of event requiring this shell company report.............................

For the transition period from ____________ to ______________

Commission file number 000-27974

CIMATRON LTD.

(Exact name of Registrant as specified in its charter)

Israel

(Jurisdiction of incorporation or organization)

11 Gush Etzion St.

Givat Shmuel 54030, Israel

(Address of principal executive offices)

Ilan Erez

11 Gush Etzion St.,

Givat Shmuel 54030, Israel

Telephone +972-73-237-0114

Facsimile: +972-73-237-0115

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of each class

Ordinary Shares, par value NIS 0.10 per share

Name of each exchange on which registered

NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report:

10,731,397 Ordinary Shares, par value NIS 0.10 per share

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

Yes o No x

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

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer: o Accelerated filer: o Non-accelerated filer: x

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

x U.S. GAAP

o International Financial Reporting Standards as issued

by the International Accounting Standards Board

o Other

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

Yes o No x

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
USE OF TRADE NAMES	5
CERTAIN ADDITIONAL TERMS AND CONVENTIONS.	5
PART I	5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	5
ITEM 3. KEY INFORMATION	5
ITEM 4. INFORMATION ON THE COMPANY	17
ITEM 4A. UNRESOLVED STAFF COMMENTS	32
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	32
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	53
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	64
ITEM 8. FINANCIAL INFORMATION	67
ITEM 9. THE OFFER AND LISTING	69
ITEM 10. ADDITIONAL INFORMATION	70
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	85
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	86
PART II	86
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	86
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	86
ITEM 15. CONTROLS AND PROCEDURES	87
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	87
ITEM 16B. CODE OF ETHICS	87
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	88
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	89
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	89
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	89
ITEM 16G. CORPORATE GOVERNANCE	89
ITEM 16H. MINE SAFETY DISCLOSURE	90
PART III	91
ITEM 17. FINANCIAL STATEMENTS	91
ITEM 18. FINANCIAL STATEMENTS	91
ITEM 19. EXHIBITS	91
SIGNATURES	92

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by reference in this annual report on Form 20-F may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

•

the overall global economic environment;

•

the impact of competition and new technologies;

•

general market, political and economic conditions in the countries in which we operate;

•

projected capital expenditures and liquidity;

•

changes in our strategy;

•

government regulations and approvals;

•

changes in customers’ budgeting priorities;

•

litigation and regulatory proceedings; and

•

those factors referred to in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects”, as well as in this annual report generally.

Readers are urged to carefully review and consider the various disclosures made throughout this annual report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Any forward-looking statements in this annual report are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

USE OF TRADE NAMES

Unless the context otherwise indicates or requires, “Cimatron,” “Gibbs,” “CimatronE,” “GibbsCAM,” “Microsystem” and all product names and trade names used by us in this annual report are our trademarks and service marks, which may be registered in certain jurisdictions. Although we have omitted the “®” and “TM” trademark designations for such marks in this annual report, all rights to such trademarks and service marks are nevertheless reserved. Furthermore, the “Cimatron” and “GibbsCAM” design logos are our property. This annual report contains additional trade names, trademarks and service marks of other companies. We do not intend our use or display of other companies’ tradenames, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

CERTAIN ADDITIONAL TERMS AND CONVENTIONS

In this annual report, unless the context otherwise requires:

•

references to “Cimatron,” “our company,” “the Company,” “the registrant,” “we,” “us,” and “our” refer to Cimatron Limited and its consolidated subsidiaries;

•

references to “ordinary shares”, “our shares” and similar expressions refer to the Company’s Ordinary Shares, nominal value NIS 0.10 per share;

•

references to “dollars”, “U.S. dollars”, “U.S. $” and “$” are to United States Dollars;

•

references to “Euro” or “ˆ”are to the Euro, the official currency of the Eurozone in the European Union

•

references to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency;

•

references to the “articles” are to our Articles of Association, as amended;

•

references to the “Companies Law” are to Israel’s Companies Law, 5759-1999, as amended;

•

references to the “Securities Act” are to the Securities Act of 1933, as amended;

•

references to the “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•

references to “NASDAQ” are to the Nasdaq Stock Market; and

•

references to the “SEC” are to the United States Securities and Exchange Commission.

PART I

Item 1. Identity of Directors, Senior Management and Advisers.

Not Applicable.

Item 2. Offer Statistics and Expected Timetable.

Not Applicable.

Item 3. Key Information.

Selected Financial Data

Our historical consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP, and are presented in U.S. dollars. The selected historical consolidated financial information as of December 31, 2013 and 2012 and for each of the three years ended December 31, 2013, 2012 and 2011 have been derived from, and should be read in conjunction with, our consolidated financial statements and the notes thereto appearing elsewhere in this annual report. The selected financial data as of December 31, 2011, 2010 and 2009 and for each of the years ended December 31, 2010 and 2009 have been derived from our audited financial statements not included in this annual report.

The information presented below is qualified by the more detailed historical consolidated financial statements set forth in this annual report, and should be read in conjunction with those consolidated financial statements, the notes thereto and the discussion under “Item 5 - Operating and Financial Review and Prospects” included elsewhere in this annual report.

	Year Ended December 31,
	2013			2012			2011			2010			2009
	(In thousands of US$, except per share data)
Consolidated Statement of Income Data:
Revenue:
Products		19,510			19,120			18,177			15,994			13,191
Services		24,736			23,194			22,537			20,080			19,766
Total		44,246			42,314			40,714			36,074			32,957

Cost of revenue:
Products		4,118			3,483			3,769			4,320			4,567
Services		1,711			1,609			1,614			1,556			1,619
Total		5,829			5,092			5,383			5,876			6,186
Gross profit		38,417			37,222			35,331			30,198			26,771
Research and development costs, net		7,389			7,001			6,739			6,014			5,736
Selling, general and
administrative expenses		25,566			24,677			24,453			22,053			21,992
Operating profit (loss)		5,462			5,544			4,139			2,131			(957	)
Financial income (expenses), net		(23	)		(35	)		(195	)		97			19
Other expenses		(15	)		(30	)		(6	)		(6	)		(41	)
Income (loss) before taxes		5,424			5,479			3,938			2,222			(979	)
Taxes on income		(572	)		(1,770	)		(1,327	)		(657	)		949
Income (loss) after income taxes		4,852			3,709			2,611			1,565			(30	)
Less: Net loss (gain) attributable to the noncontrolling interest		(5	)		(10	)		57			26			44
Net income attributable to Cimatron’s shareholders		4,847			3,699			2,668			1,591			14
Net income per share		0.49			0.40			0.29			0.18			0.00
Weighted average number of shares outstanding		9,796			9,323			9,252			9,000			9,156

	As of December 31,
	2013	2012	2011	2010	2009
	(In thousands of US$)
Consolidated Balance Sheet Data:
Cash and cash equivalents	13,052	11,903	11,787	10,221	6,684
Working capital	11,692	8,523	6,469	5,885	4,506
Total assets	37,433	34,410	34,522	34,901	32,680
Total liabilities	15,719	15,945	17,390	17,716	16,581
Shareholders’ equity	21,714	18,465	17,132	17,185	16,099

Risk Factors

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the risk factors set forth herein and in the accompanying prospectus before deciding whether to invest in our ordinary shares. Additional risks and uncertainties not presently known to us may also affect our business. If any of these known or unknown risks or uncertainties actually occurs with material adverse effects on us, our business, financial condition and results of operations could be seriously harmed. In that event, the market price for our ordinary shares will likely decline and you may lose all or part of your investment.

Risks Related to our Business

We face intensive competition in our industry.

The CAD/CAM software industry, characterized by rapid advances in technology and changing customer requirements, is highly competitive. We design, develop, manufacture, market and support a family of modular, high performance, fully integrated, computer-aided design/computer aided manufacturing, or CAD/CAM, software products. Traditionally, our competitors in the CAD/CAM market are at both the high and low end of the market. The lower end of the market consists of dedicated Numerical Control, or NC, programming systems offerings, which have limited or no modeling capability, while the high end of the market, including our CimatronE and GibbsCAM product families, consists of integrated CAD/CAM systems, Mill/Turn and Multi Task Machining software. Many high-end market products are roughly similar to our CimatronE and GibbsCAM product lines.

As the CAD/CAM software industry is highly fragmented and characterized by many relatively small and privately owned companies, we face competition from numerous companies in relation to all of our products. In addition, some of our competitors are more established, benefit from greater market recognition and have greater financial, production and marketing resources than us. We believe that, due to the large number of companies that operate in this market, we do not have a single major competitor or a group of competitors. The principal factors permitting our products to compete successfully against our competitors’ products are:

the compatibility of our products with other software applications and existing and emerging industry standards;

our ongoing product and feature development;

the offering of unique innovative products to the tooling and manufacturing industries;

the level of our product breadth and integration;

the technical expertise and support that we provide;

the flexibility of our products;

the reputation we maintain among certain independent distributors of our products, to which we refer as resellers; and

the relatively low overall price and total cost of ownership of our products combined with the high-end capabilities of our products.

Although we believe that the attributes of our products provide us with a competitive advantage over our competitors, there can be no assurance that the marketplace will consider CimatronE and/or GibbsCAM to be superior to existing competing products. In addition, new competitors may arise in each of the markets in which we currently operate. Furthermore, as we enter new geographic markets, we may encounter significant competition from companies that are more established in such markets. Accordingly, there can be no assurance that our existing or future products will successfully compete against our competitors’ products.

We are heavily reliant on the sale of two families of products.

Sales and services related to the CimatronE product family historically accounted for substantially all of our revenue, and we introduced the GibbsCAM product family following our merger with Gibbs System, Inc., or Gibbs System, in January 2008. Because we rely exclusively on revenues generated via these two product families, if sales of products from either such family were to decline, or fail to grow, or the profit margin on those products were to decrease significantly, our business, financial condition and results of operations would be materially and adversely affected.

Our business depends significantly upon sales by our customers of products in the consumer market. This market is extremely competitive and is highly susceptible to fluctuations in demand.

Our products are designed for use by manufacturers of consumer products or consumer product components. The consumer products market is intensely competitive and price sensitive. Sales of consumer products have historically been dependent upon discretionary spending by consumers. Consumers may defer or alter purchasing decisions based on economic conditions or other factors, which, accordingly, could cause a reduction in demand for products manufactured by our customers. Softened consumer demand for consumer products has been causing a decline in the demand for our products. Global economic conditions, tight credit conditions and high unemployment, may cause a decrease in demand for our products. Softening in demand for consumer products has caused, and may continue to cause, uncertainty with respect to our expected revenues and has adversely affected, and may continue to adversely affect, our revenues and operating results.

Unfavorable economic and market conditions and reduced consumer spending in previous years caused, and may cause again, decreased demand for our products and services and harmed, and may harm again, our business, financial condition and results of operations.

We are subject to the effects of global, economic and market conditions. Many of the world’s largest economies and financial institutions are still experiencing sluggish economic activity, depressed asset prices, liquidity problems and limited availability of credit. Prevailing global and European macroeconomic conditions such as inflation and the weakening of the Euro in relation to many world currencies which make it more expensive to import consumer products into European countries, as well as microeconomic conditions such as ongoing, tight local credit markets which have been negatively impacting the ability of manufacturers to grow and obtain working capital from local lenders, have been negatively impacting, and may continue to negatively impact, our enterprise business. To the extent that our business continues to be adversely affected as a result of such unfavorable economic and market conditions, our operating results may be materially adversely affected.

The crisis in world credit markets has had a particularly severe impact on financing in the manufacturing sector in which many of our customers operate and thereby threatens a continued reduction in our primary source of revenues.

The primary consumers for our products and services are typically small to medium-sized companies involved in the mechanical engineering and manufacturing industry, subcontractors that supply major corporations within the core mechanical engineering and manufacturing industry, and departments or divisions within these major corporations. The manufacturing industry was particularly hard-hit by the global credit crisis in 2008 and 2009, as manufacturers found it very difficult to obtain the financing that they needed in order to make capital expenditures for their operations. Because of the lack of financing for new hardware, manufacturers had lesser demand for our software products and services, which are compatible with, and dependent upon, such hardware. This rippling effect had a material adverse effect on our primary source of revenues towards the end of 2008 and through 2009, thereby impacting our operating results and overall financial condition in a material, negative manner. Although beginning in 2010 through the current time we have seen a recovery from the crisis, we cannot assure you that such a crisis will not return, and if so, to what extent it would affect our revenues and profitability.

Integration of any future acquisitions of companies or technologies may distract our management and disrupt our business. In addition, the issuance by us of securities as consideration payable in such acquisitions could be dilutive to our existing shareholders.

One of our strategies is to acquire or make investments in complementary businesses, technologies, services or products if appropriate opportunities arise. For instance, over the course of the period from July 2005 through July 2008, we initiated and completed the acquisition of all of the outstanding stock of our Italian distributor. In January 2008 we completed the merger of Gibbs System into a wholly owned subsidiary – Cimatron Gibbs LLC. As consideration in the merger with Gibbs System, we paid cash in the amount of approximately $5 million and we issued 1,500,000 of our ordinary shares. We may in the future engage in discussions and negotiations with companies about our acquiring or investing in those companies’ businesses, products, services or technologies. We cannot give assurances that we will be able to identify future suitable acquisition or investment candidates, or, if we do identify suitable candidates, that we will be able to make the acquisitions or investments on commercially acceptable terms or at all. In addition, in the context of any future acquisition or investment in another company, we could experience difficulties assimilating that company’s personnel, operations, technology or products and service offerings into our own or in retaining and motivating key personnel from these businesses. Any such difficulties could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations. Furthermore we cannot provide assurance that we will realize the benefits and/or synergies of any business combination with another company. In addition, we may incur indebtedness or dilute our existing shareholders by issuing equity securities to pay for any future acquisitions.

We are subject to several risks as a result of our international sales.

To date, our products have been sold primarily in Europe, the Far East, North America and Israel. We expect that international sales will continue to represent a substantial portion of our business. Companies that engage in international sales are subject to a number of risks, such as:

agreements may be difficult to enforce through a foreign company’s legal system;

foreign countries could impose additional withholding or other taxes on our income;

foreign countries could impose tariffs or adopt other restrictions on foreign trade;

fluctuations in exchange rates;

changes in general economic conditions in one or more countries could affect product demand;

the protection of intellectual property rights in foreign countries may be limited or more difficult to enforce (such as in certain countries in the Far East and China, in particular, as described below); and

difficulties in managing overseas subsidiaries and international operations, including difficulty in retaining or replacing local management.

There can be no assurance that these and similar factors will not have a material adverse effect on our future international sales and, consequently, on our business, future prospects and results of operations.

Many customers of the CAD/CAM industry have migrated their operations to the Far East. In order to remain competitive in the industry, we need to penetrate the Far East markets; operation in these markets subjects us to specific risks.

Many mold, tool, die and fixture makers have migrated or intend to migrate their operations to markets in the Far East, such as China, in order to take advantage of the relatively lower cost of labor available in those markets for their manufacturing activities. We anticipate that this migration will continue. In order to continue to compete in the CAD/CAM software industry, we will need to increase our penetration of these markets. Certain of those markets are characterized by lower prices and by higher usage of pirated copies of software products. While those markets are also often much larger than a number of our traditional markets in Europe and the US, to the extent that we cannot offset the effects of lower prices and higher incidents of pirated software usage, our revenues and profitability may be materially adversely affected. We have previously adjusted our US and European strategy slightly in order to increasingly focus on penetrating the high end US and European markets, in which such migration is less prevalent. In more recent years we also benefited from a “re-shoring” trend in Europe and to a greater extent in the US, where manufacturers return part of their activities from low cost labor markets back to their home countries.

We are reliant upon independent distributors to market and support our products.

We rely on independent distributors, to whom we refer as resellers, to market, sell, service and support our CimatronE and GibbsCAM families of products, worldwide. Generally, our relationships with our resellers are based on agreements with two-year terms (subject to rolling two-year extensions) and one year terms (subject to rolling one-year extensions) that enable resellers of our CimatronE and GibbsCAM products, respectively, to purchase our products at discounted prices. While we have exclusive relationships with certain of the resellers of our CimatronE products, and while certain resellers of our GibbsCAM products function as our only “sales agent” in a single country or region (although without an exclusivity agreement), there can be no assurance that any of these resellers will give high priority to the marketing and support of our products. The results of our operations could be adversely affected by changes in the financial condition of a reseller, which could occur rapidly, or to other changes in our current resellers’ business or marketing strategies. There can be no assurance that we will retain our current resellers, nor can there be any assurance that, in the event that we lose any of our resellers, we will be successful in recruiting other highly professional and technically competent resellers to represent us. Any such changes in our distribution channels, could materially adversely affect our business, operating results and financial condition.

Volatility in oil prices may significantly impact our customers’ costs of operations, which could cause unpredictable sales patterns for us by affecting demand for our products.

Many of our customers use oil-based products as an integral part of their manufacturing processes, including as components of their products. Volatility in the cost of crude oil, which is subject to many economic and political factors that are beyond our customers’ control, has resulted in substantial global fluctuations in the price of oil-based products in the last couple of years. These fluctuations have caused and may continue to cause periodic increases or decreases in the operating expenses of our customers. To the extent that these customers accordingly increase or decrease their prices, demand for their products may fall or rise, thereby causing a great deal of variability in their ability and readiness to purchase our products. In addition, in the case of a rise in oil prices and an accompanying rise in our customers’ expenses, as has been the case periodically over the course of the past couple of years, they may respond by exerting downward pressure on the prices that they are willing to pay for our products. That, in turn, could have an adverse effect on our business and results of operations.

We are exposed to shifts in the Euro-dollar exchange rate that may have a material adverse impact on our results of operations.

Primarily due to the activities of MicroSystem Srl, or Microsystem, our wholly-owned Italian Reseller, and Cimatron GmbH, our wholly-owned German Reseller, the revenues and expenses of which are almost entirely Euro-denominated, changes in the Euro - dollar exchange rate impact (and may materially impact) our revenues and expenses. Such impact could be adverse at times, and could cause fluctuations in our operating results that are beyond our ability to control.

Although a majority of our revenues are denominated and paid in U.S. dollars, a significant portion are not so denominated and paid. Therefore, inflation and fluctuations in the U.S. dollar exchange rate have and may continue to have a material effect on our revenue. In addition, a significant portion of our international sales is denominated in Euros, and in the future additional sales may be denominated in currencies other than U.S. dollars, thereby exposing us to gains and losses on non-U.S. currency transactions. In particular, while in 2013 and 2012, the U.S. dollar depreciated in relation to the Euro by 4.5% and 2.0%, respectively, in 2011 and 2010, the U.S. dollar appreciated in relation to the Euro by 3.2% and 7.4%, respectively, due to the financial crises in several European Union countries, thereby adversely affecting the dollar-recorded value of our European-based sales and related revenues in those years, a trend that could return in 2014 or the future (all such changes reflect the change in the Euro-U.S. dollar exchange rate from the start to the conclusion of each such year). We may choose to limit this exposure by entering into hedging transactions. However, hedging transactions may not prevent exchange-related losses, and our business may be harmed by exchange rate fluctuations. Furthermore, as we seek to expand our sales to regions throughout the world, we might be exposed to risks of customers located in countries suffering from uncertain economic environments such as high inflation and solvency problems. Those issues and devaluation in local currencies of our customers relative to the U.S. dollar where our sales are denominated in U.S. dollars could cause customers to decrease or cancel orders or default on payment.

As applied to our Israeli operations, where we incur a portion of our operating expenses, to the extent that the value of the New Israeli Shekel, or NIS, appreciates relative to the U.S. dollar, our expenses on a U.S. dollar cost basis increase. We cannot predict any future trends in the rate of devaluation or appreciation of the NIS against the U.S. dollar. If the U.S. dollar cost of our operations in Israel continues to increase, our U.S. dollar-measured results of operations will be adversely affected. The NIS appreciated relative to the U.S. dollar by approximatelly 6.4% in 2013, devalued against the U.S. dollar in 2012 by 7.8% and appreciated relative to the U.S. dollar by approximately 4.1% in 2011 (based on the change in the average representative exchange rate over the course of each such year relative to the previous year).

Even if the NIS devalues relative to the U.S. dollar, the rate of inflation in Israel may exceed the rate of this devaluation or the timing of this devaluation may lag behind inflation in Israel. The Israeli inflation rate was approximately 1.8%, 1.6% and 2.2% in 2013, 2012 and 2011, respectively, thereby increasing the U.S. dollar- recorded cost of our operations in Israel in those years and compounding the impact of the appreciation of the NIS relative to the U.S. dollar in 2013 and 2011 (and minimizing the impact of the devaluation of the NIS relative to the U.S. dollar in 2012).

If we are unable to accurately predict and respond to market developments or demands, or if our products are not accepted in the marketplace, our business will be adversely affected.

It is difficult to predict demand and CAD/CAM market acceptance for our solutions and products. We cannot guarantee that the market for our solutions and products will grow or that they will become widely accepted. If the market for our solutions and products, such as the new versions of CimatronE and GibbsCAM (CimatronE 11 and GibbsCAM 2014, respectively) that we released in 2012 and 2014, respectively, does not develop as quickly as we expect, our future revenues and profitability will be adversely affected. Changes in technologies, industry standards, client requirements and new product introductions by existing or future competitors could render our existing offerings obsolete and unmarketable, or require us to develop new products. If our solutions and products do not achieve or maintain market acceptance or if our competitors release new products that achieve quicker market acceptance, have more advanced features, offer better performance or are more price competitive, our revenues may not grow and may even decline. In addition, if a product that we develop and introduce does not achieve market acceptance, we may not be able to recover the costs associated with developing the product, which would have a negative effect on our profitability.

If we are unable to attract, train and retain qualified personnel, we may not be able to achieve our objectives and our business could be harmed.

Our future success depends on our ability to absorb and retain senior employees and to attract, motivate and retain highly qualified professional employees. Competition for these employees can be intense, especially in a number of our key markets and locations. The process of locating, training and successfully integrating qualified personnel into our operations can be lengthy and expensive. The market for the qualified personnel that we require is very competitive because of the limited number of people available with the necessary technical and sales skills and understanding of our products and technology. This is particularly true for the markets in which the majority of our research and development personnel are located, namely Israel and the State of California, as competition for qualified personnel is intense in those markets. We may not be able to compete effectively for the personnel that we need. Any loss of members of senior management or key technical personnel, or any failure to attract or retain highly qualified employees as needed, could materially adversely affect our ability to achieve our research and development and sales objectives.

Under current Israeli and California law, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees.

We have entered into non-competition agreements with substantially all of our employees in Israel and California. These agreements prohibit our employees, during the term of their employment with us and after they cease working for us, from competing directly with us or working for our competitors for a limited period. However, under current Israeli and California law, we may be unable to enforce these agreements and it may be difficult for us to restrict our competitors from gaining the expertise that our former employees gained while working for us.

Risks Related to an Investment in Our Ordinary Shares

We cannot assure you that we will continue to remain profitable on an annual or quarterly basis in the future. Our inability to sustain our profitability would have an adverse impact on our share price following the period in which we would sustain a loss.

Our net income increased in 2013 to approximately $4.8 million from approximately $3.7 million in 2012, and from approximately $2.7 million in 2011. Although our improved results primarily reflect a combination of the positive effects of cost-cutting measures implemented due to the global economic downturn, which we initiated in 2009, and a growth in sales of new licenses and overall revenue growth in 2011, 2012 and 2013, we cannot be certain that such trends will continue, or will enable us to achieve positive results, in the future. We cannot assure you that we will remain profitable on an annual basis or avoid losses on a quarterly basis proceeding forward. If we incur losses in any given period, that will likely have an adverse impact on the market price of our ordinary shares.

We may experience significant fluctuations in our quarterly results, which makes it difficult for investors to make reliable period-to-period comparisons and may contribute to volatility in the market price of our ordinary shares.

Our quarterly revenues, gross profits and results of operations have fluctuated significantly in the past and may be subject to continued fluctuation in the future. The following events may cause such fluctuations:

· changes in timing of orders, especially large orders, for our products and services;

· changes in the prices for our products and services;

· adverse economic conditions and international exchange rate and currency fluctuations;

· delays in the implementation of our solutions by customers;

· changes in the proportion of service and license revenues;

· timing of product releases;

· changes in the economic conditions of the various industries in which our customers operate;

· price and product competition;

· increases in selling and marketing expenses, as well as other operating expenses;

· technological changes; and

· political instability in the Middle East.

A substantial portion of our expenses, including most product development, selling and marketing expenses, must be incurred in advance of when revenue is generated. If our projected revenue does not meet our expectations, we are likely to experience a shortfall in our operating profit relative to our expectations, or, even an operating loss. As a result, we believe that period-to-period comparisons of our historical results of operations are not necessarily meaningful and that you should not rely on them as an indication for future performance. Also, our quarterly results of operations have, on separate occasions, been below the expectations of public market analysts and investors and the price of our ordinary shares subsequently decreased. If that would happen again in the future, the price of our ordinary shares would likely decrease again.

Our share price and trading volume have been volatile and may be volatile in the future and this could limit investors’ ability to sell shares at a profit and could limit our ability to successfully raise funds

Since January 1, 2014 (through March 31, 2014), the closing price of our ordinary shares on NASDAQ has ranged from a low of $6.72 to a high of $10.75 and trading volume has been very volatile. The volatile price of our shares and the changing trading volume may make it difficult for investors to predict the value of their investment, to sell shares at a profit at any given time, or to plan purchases and sales in advance. A variety of factors may affect the market price of our ordinary shares including:

· negative global macroeconomic developments;

· developments concerning our existing or new collaborations or license agreements;

· successfully reaching certain developmental milestones;

· failure to raise capital on the capital markets;

· achievement or rejection of regulatory approvals by our collaborators or us;

· announcements of technological innovations by industry participants;

· developments concerning proprietary rights, including patents;

· regulatory developments in the United States, Israel and other countries;

· economic or other crises and other external factors;

· delay or failure by us or our collaborators in initiating, completing or analyzing product trials or the unsatisfactory design or results of these trials;

· changes in financial estimates by securities analysts;

· our need and ability to raise additional funds;

· our inability to disclose the commercial terms of, or progress under, our collaborations;

· our inability to show and accurately predict revenues; and

· sales of our ordinary shares.

We are not and will not be able to control many of these factors, and we believe that period-to-period comparisons of our financial results will not necessarily be indicative of our future performance.

In addition, the stock market in general, and software and other hi-tech companies in particular, have experienced extreme price and volume fluctuations that may have been unrelated or disproportionate to the operating performance of individual companies. These broad market and industry factors may seriously harm the market price of our ordinary shares, regardless of our operating performance.

Furthermore, the market prices of equity securities of companies that have a significant presence in Israel may also be affected by the changing security situation in the Middle East and particularly in Israel. As a result, these companies may experience difficulties in raising additional financing required to effectively operate and grow their businesses. The volatility of the securities market in general, and our share price in particular, may affect our ability to raise additional financing in the future.

There may be future sales or other dilution of our equity, which may adversely affect the market price of our ordinary shares.

We may issue additional ordinary shares. The issuance of any additional ordinary shares could be substantially dilutive to shareholders. The market price of our ordinary shares could decline as a result of sales of our ordinary shares made pursuant to a primary offering by our company or the perception that such future offering could occur. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our shareholders bear the risk of our future offerings reducing the market price of our ordinary shares and (in the case of offerings by us) diluting their interests in us.

Risks Related to Licenses and Intellectual Property

We rely, to a certain extent, on third parties’ software. If we lose the ability to continue to license that software, our business could be materially adversely affected.

To date, most of the software relating to the CimatronE family of products has been developed internally by our research and development staff. However, to accelerate our product development and improve our time to market, we also review opportunities to acquire or license products or technologies from third parties. Mainly, we utilize software tools and engines that we acquire from Spatial Corp., a subsidiary of Dassault Systems, and D-Cubed, for the representation and processing of three dimensional objects and surfaces in order to expedite the continued development of our CimatronE product family. In addition, we use software from ModuleWorks GmbH, a German company, for advanced 5-Axis NC calculations, and advanced metal forming software from Forming Technologies Incorporated (FTI), a Canadian company. We rely, to a certain extent, upon such third parties’ abilities to enhance their current products and develop new products on a timely and cost-effective basis that will meet changing customer requirements and emerging industry standards or other technological changes. Our business would be disrupted if functional versions of the third party software that we rely on were either no longer available to us or no longer offered to us on commercially reasonable terms, and we may, as a result, suffer a material adverse effect on our business and operations. Most of the software relating to GibbsCAM has also been developed internally; however, our Cimatron Gibbs LLC subsidiary, like Cimatron, also relies on certain third party software and tools embedded in the GibbsCAM product.

We may not be successful in protecting our proprietary technology and related intellectual property, and this could result in the loss of revenue.

We primarily rely on a combination of trade secret, copyright and trademark laws, together with non-disclosure agreements and trademark measures (such as software protection “locks”), to establish and protect proprietary rights in our products. The measures afford only limited protection and, accordingly, there can be no assurance that the steps that we take to protect these proprietary rights will be adequate to provide misappropriation of the technology or independent development of similar technology by others. This is particularly a problem in foreign countries where the laws may not protect our proprietary rights as fully as the laws of the United States do. For instance, we have encountered significant piracy problems in certain jurisdictions, including in Brazil, Taiwan, Israel and China, where we face significant competition from pirated copies of our products. These problems may increase as many of our customers and their competitors migrate their businesses to lower cost labor markets in the Far East. Despite our best efforts to protect proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary.

We may be subject to litigation to determine the scope of proprietary rights of others.

Significant and protracted litigation may be necessary to protect our intellectual property rights, to determine the scope of the proprietary rights of others or to defend against claims of infringement. We believe that our systems do not infringe upon any existing third-party proprietary rights, and to our knowledge there have been no claims of infringement by us of third-party proprietary rights to date; however, there can be no assurance that any such claims will not be asserted against us in the future. If infringement is alleged, we could be required to discontinue the use of certain software codes or processes, to cease the manufacture, use and sale of infringing products, to incur significant litigation damages, costs and expenses and to develop non-infringing technology or to obtain licenses to the alleged infringing technology. There can be no assurance that we would be able to develop alternative technologies or to obtain such licenses on terms commercially acceptable to us, if at all.

Security breaches could compromise sensitive information belonging to us or our customers and could harm our business (including our intellectual property) and reputation.

The safeguarding of our information technology infrastructure is important to our business. A cyber-attack that bypasses our information technology (IT) security systems causing an IT security breach may lead to a material disruption of our IT business systems and/or the loss of business information, resulting in adverse business impact. Adverse effects could include:

adversely affected future results of operations due to the theft, destruction, loss, misappropriation or release of our confidential data or our intellectual property;

operational or business delays resulting from the disruption of IT systems and subsequent clean-up and mitigation activities; and

negative publicity resulting in reputation or brand damage with our customers, partners or industry peers.

Risks Related to our Operations in Israel

We may be adversely affected if the rate of inflation in Israel exceeds the rate of devaluation (if any) of the New Israeli Shekel against the U.S. dollar.

Our functional currency is the U.S. dollar, while a portion of our expenses, principally salaries and related personnel expenses, are incurred in NIS. As a result, we are exposed to the risk that the rate of inflation in Israel will exceed the rate of devaluation (if any) of the NIS in relation to the U.S. dollar or that the timing of any such devaluation will lag behind inflation in Israel. We cannot predict any future trends in the rate of inflation/ deflation in Israel. If the U.S. dollar cost of our operations in Israel increases, our U.S. dollar-measured results of operations will be adversely affected. The Israeli rate of inflation amounted to 2.2%, 1.6% and 1.8% for the years ended December 31, 2011, 2012 and 2013, respectively.

Security, political and economic instability in Israel may impede our ability to operate and harm our financial results.

Our principal executive offices and research and development facilities are located in Israel. In addition, a portion of our sales is made to customers in Israel. Accordingly, security, political and economic conditions in Israel may directly affect our business. Over the past several decades, a number of armed conflicts have occurred between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could affect adversely our operations. From October 2000 until recently, terrorist violence in Israel increased significantly and negotiations between Israel and Palestinian representatives effectively ceased. In February 2006, Hamas, a radical Islamic organization, won the Palestinian Parliament elections. In July and August 2006, significant fighting took place between Israel and Hezbollah in Lebanon, resulting in rockets being fired from Lebanon into northern Israel. In December 2008 and January 2009 and again in November 2012, there was an escalation in violence between Israel and Hamas, and significant hostilities along Israel’s border with the Gaza Strip. Despite the cessation of such escalation, there can be no assurance that the relative calm that has been achieved will continue. Increased hostilities, future armed conflicts, political developments in other states in the region, or continued or increased terrorism could make it more difficult for us to conduct our operations in Israel, which could increase our costs and adversely affect our financial results.

In particular, since December 2010, a wave of demonstrations and civil protests has been taking place throughout the Arab states of the Middle East and North Africa, which has so far resulted in regime change in several states, including Egypt, with whom Israel signed a peace treaty in 1979, and the weakening of the regime in Syria. It is uncertain what impact these changes may have on Israel's relations with its Arab neighbors, in general, or on our operations in the region, in particular. Were these changes to result in the establishment of new fundamentalist Islamic regimes or governments more hostile to Israel, or, for example, were the new Egyptian regime to abrogate its peace treaty with Israel, this could have serious consequences for the peace and stability in the region, place additional political, economic and military confines upon Israel and could materially adversely affect our operations and limit our ability to sell our products to countries in the region.

Furthermore, several countries still restrict business with Israel and Israeli companies. These restrictive laws and policies may limit our ability to sell our products in those countries.

Our operations may be disrupted by the obligation of our personnel to perform military service.

Many of our officers and employees in Israel are obligated to perform annual military reserve duty and may be called to active duty under emergency circumstances. At various times over the last five years, there have been significant call-ups of military reservists, and it is possible that there will be additional call-ups in the future. While we have operated effectively despite these conditions in the past, we cannot assess what impact these conditions may have in the future, particularly if emergency circumstances arise. Our operations could be disrupted by the absence for a significant period of one or more of our executive officers or key employees or a significant number of our other employees due to military service. Any disruption in our operations would harm our business.

The government programs and tax benefits that we currently receive and previously received require us to meet several conditions and may be terminated or reduced in the future, which would increase our costs and taxes.

We benefit from certain government programs and tax benefits, particularly as a result of tax exemptions and reductions resulting from the approved enterprise status of our manufacturing facilities in Israel. To be eligible for these programs and tax benefits, we must continue to meet certain conditions. If we fail to meet such conditions in the future, the tax benefits would be canceled and we could be required to refund the tax benefits already received, together with an adjustment based on the Israeli consumer price index and an interest factor. These programs and tax benefits may not be continued in the future at their current levels or at any level. From time to time, the Israeli government has discussed reducing or eliminating the availability of these grants, programs and benefits, and changed the conditions we had to meet in order to benefit from the programs, and there can be no assurance that the Israeli government’s support of grants, programs and benefits will continue. If grants, programs and benefits available to us or the laws, rules and regulations under which they were granted are eliminated or their scope is further reduced, or if we fail to meet the conditions of existing grants, programs or benefits and are required to refund grants or tax benefits already received (together with interest and certain inflation adjustments) or fail to meet the criteria for future “Approved”, “Benefited” or “Preferred” Enterprises, our business, financial condition and results of operations could be materially adversely affected including an increase in our provision for income taxes.

Furthermore, we have received grants from the Fund for the Encouragement of Overseas Marketing of the Israeli Government’s Ministry of Industry and Trade, or the Marketing Fund. We are obligated to pay the Markting Fund royalties amounting to 3% to 4% of the our incremental exports, up to a maximum of 100% of the grants received. On July 16, 2013, we received a letter from the Marketing Fund claiming that we did not properly calculate the amount of exports for the years 2008 through 2011. The Marketing Fund has requested that we provide export reports calculated based on the Marketing Fund’s alleged method of calculation . On August 1, 2013, we responded to the Marketing Fund stating our position that we believe we properly calculated the amount of exports. On October 2, 2013, we received another letter from the Marketing Fund, claiming again (among other technical matters) that we did not properly calculate the amount of exports for the years 2008 through 2011. In a letter dated November 3, 2013, we fulfilled the technical requests appearing in the October 2, 2013 letter, and re-iterated our position regarding the method of exports calculations for the years 2008 through 2011. Although we believe that our position is strong, in the event that it is determined that we should follow the Marketing Fund’s approach, we would be required to pay royalties in the amount of the entire not-yet repaid grant of approximately $0.6 million.

It may be difficult to effect service of process and enforce judgments against directors or officers in Israel.

We are incorporated in Israel. The majority of our executive officers and directors are located outside of the United States, and a majority of our assets and the assets of these persons are located outside of the United States. Therefore, a judgment obtained against us or any of them in the United States, including one based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. Further, if a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency. It also may be difficult for you to assert U.S. securities law claims in original actions instituted in Israel, since Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agreed to hear such a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.

Item 4. Information on the Company.

History and Development of the Company

We design, develop, manufacture, market and support a family of modular, high-performance, CAD/CAM software products. Our products provide an integrated design through manufacturing solution for small-to-medium-sized companies and manufacturing divisions of large corporations, and interface easily with other CAD/CAM systems. They offer high-end functionality, especially in the areas of design for manufacturing and manufacturing, at an attractive price/performance ratio. These attributes have made our CAD/CAM products especially popular in the design and manufacturing segments of the CAD/CAM market, particularly among mold, tool, die and fixture makers, as well as discrete part manufacturers. We focus our research and development efforts on providing complete design through manufacturing solutions to the specific needs of this market segment. We are committed to providing mold, tool, die and fixture makers and discrete part manufacturers with comprehensive, cost-effective CAD/CAM solutions that streamline manufacturing cycles, enable collaboration with outside vendors and shorten delivery time. Following our merger with Gibbs System, we have enhanced our product offering for discrete part manufacturers.

During January 2008, we merged Gibbs System, also known as Gibbs & Associates, with and into a newly established US subsidiary (Cimatron Gibbs LLC) of Cimatron Technologies Inc, our US subsidiary. As consideration in the transaction, we paid to Mr. William F. Gibbs, founder, Chairman and CEO of Gibbs System, and its sole shareholder, cash of approximately $5 million, as well as 1,500,000 of our newly issued ordinary shares.

In July 2008, we completed the acquisition of 100% of the shares of Microsystem Srl, or Microsystem, our Italian distributor, a process that had begun in July 2005, when we had acquired an initial 27.5% interest in Microsystem for 575,000 Euros, and pursuant to which we had exercised two options to increase our holdings in Microsystem, first to 51% and then to 100%, for $599,250 and $1.25 million, respectively. The transactions were designed to significantly enhance Microsystem’s financial position and balance sheet, and to strengthen our leading position in Italy, one of our key markets in Western Europe. Under the terms of the initial agreement, Microsystem’s marketing, sales, and support groups remained in their current offices throughout Italy. Nevertheless, in the three years between our acquisition of an initial interest in Microsystem and our consummation of the acquisition of all of the outstanding equity of Microsystem, it went through a comprehensive restructuring and turnaround.

In early 2013, we started exploring new opportunities in the field of additive manufacturing, which is more popularly known as 3D printing. Over the last few years, some of our customers and business partners have increasingly started to use and apply this emerging technology to their manufacturing processes, and we are researching how we can better serve our customers and partners in this field. We are a software company, and as such, we are looking for ways to support this industry from the software side rather than getting involved in the hardware side of additive manufacturing, including machines or materials. We believe that additive manufacturing has great potential in areas of manufacturing, such as prototyping, conformal mold cooling or production of complex parts in small series. We also see many advantages in using multiple manufacturing technologies, such as additive manufacturing , alongside more traditional subtractive manufacturing technologies like milling, turning and EDM, for producing complex and demanding parts. In early March 2013, our board of directors approved the establishment of a 3D printing advisory board, and named industry expert Terry Wohlers as its first member. The creation of this board, and Mr. Wohlers’ appointment to it, is aimed at accelerating our efforts in entering the additive and hybrid manufacturing field and assisting us in identifying ways in which we can further our efforts to serve the global manufacturing market as effectively and innovatively as possible. The coming release of CimatronE version 12, expected in mid-2014, will include our first solutions geared for the 3D printing market, as following: (a) a new module for the design and analysis of conformal cooling systems, an application of 3D printing; and (b) support for the Additive Manufacturing File (AMF) format – the new standard for converting 3D models into digital files for additive manufacturing. We believe that we will identify additional uses and applications of our technology for additive manufacturing as we gain more exposure to this emerging market, and that our knowledge and vast expertise in 3D modeling and manufacturing will allow us to take part in this field, as it becomes more and more commonly used, side by side with traditional subtractive manufacturing techniques.

We are currently in the early stages of entering this field, and it is too early to state whether, when and how exactly this will have a significant effect on our business. At this point, we have no revenues from additive manufacturing, and we cannot guarantee that we will have any significant revenues from additive manufacturing in the future.

In March 1996, we completed our initial public offering and our ordinary shares began trading on the NASDAQ National Market (now known as the NASDAQ Global Market). On April 17, 2001, our ordinary shares were transferred to the NASDAQ Capital Market (formerly the NASDAQ SmallCap Market), where they have been traded since such time. On March 2, 2011, our ordinary shares began trading on the Tel-Aviv Stock Exchange, or the TASE, in Israel, and we became a dual listed company.

On December 27, 2012, we announced that our board of directors had resolved to delist our ordinary shares from the TASE. Consequently, we applied to the TASE for such delisting, which was effective on April 4, 2013. The delisting in Israel has not affected our continued listing on the NASDAQ Capital Market.

In September 2013, we consummated an underwritten follow-on public offering of 900,000 of our ordinary shares, plus an additional 135,000 ordinary shares to cover over-allotments, pursuant to an underwriting agreement with Roth Capital Partners, LLC as sole underwriter. The shares (including the over-allotment shares) were sold at a price to the public of $6.00 per share, from which we realized net proceeds of approximately $5.8 million. The shares sold in the offering were listed for trading on the NASDAQ Capital Market.

Our full, legal name is Cimatron Ltd. and we were incorporated under Israeli law in 1982. Our corporate headquarters are located at 11 Gush Etzion Street, Givat Shmuel 54030, Israel. Our telephone number is 972-73-237-0237 and our web site is located at www.cimatron.com. . Our U.S. agent is Cimatron Technologies, Inc., with an address at 41700 Gardenbrook Road, Suite 100, Novi, Michigan 48375.

Industry Background

Manufacturers worldwide face ever-increasing pressures to produce high-quality and increasingly complex products in the shortest time possible and at minimum cost. To meet these demands and keep pace with market changes, production commitments and the need for product differentiation, companies are increasing their reliance on CAD/CAM software tools to automate the designing, drafting and manufacturing of their products.

The development process for the mechanical design and manufacturing of products generally includes the following steps:

conceptual design of the product and its components;

tool design and detailed design for manufacturing;

creating the toolpath data in the form of numerical control, or NC, codes that provide the instructions for a machine to cut a part according to specifications received; and

manufacturing the product.

The earliest users of CAD/CAM systems were dedicated design and engineering departments of large organizations that could afford the cost and complexity of “high-end” CAD/CAM systems. These systems were used by highly trained designers and engineers, who were responsible for a particular portion of the manufacturing process. The systems also generally operated on mainframe computers or high-end workstations which often required many months to master. To improve efficiency, large corporations that operate with high-cost, highly complex CAD/CAM systems have increasingly outsourced a portion of the design and manufacturing process to subcontractors.

This created a large market need for easier-to-use, less programming-intensive CAD/CAM solutions that operate on different hardware and operating systems and interface with a variety of software systems. In addition, as a result of continuing market pressure and technological changes, including personal computers offering improved price and performance, divisions of large companies also shifted towards CAD/CAM software providing more cost-effective solutions and shorter learning curves which could co-exist in the corporate design and manufacturing environment. However, while many of these systems were designed to provide advanced conceptual design capabilities, they were more limited in their detailed design for manufacturing and toolpath creation capabilities. As a result, they did not meet the needs of users involved in the manufacturing process, such as mold, tool, die and fixture makers.

At the other end of the market were low-cost, dedicated toolpath creation software products, which were limited in their design capabilities. These limitations caused the process of taking data regarding the conceptual design of the product and creating a detailed design for manufacturing to remain largely manual. As a result, subcontractors and manufacturing divisions of large corporations were hampered in their ability to take complex conceptual designs received from the design departments of the manufacturer and produce appropriate molds, tools, dies or fixtures in a timely manner. As a result, an increasing number of these subcontractors and manufacturing divisions have begun or are continuing to seek comprehensive design through manufacturing automation solutions to compete more effectively.

These trends have created a market for an integrated CAD/CAM system which is geared towards small-to medium-sized subcontractors or divisions of large corporations involved in the manufacturing process, particularly mold, tool, die and fixture makers. These users have a unique set of needs that have generally not been met by traditional CAD/CAM systems.

The CAD/CAM software industry that developed in response to these needs is highly fragmented and characterized by many relatively small and privately owned companies. We believe that, due to the large number of companies that operate in this market, we do not have a single major competitor or a group of competitors. The principal factors permitting our products to compete successfully against our competitors’ products are:

the compatibility of our products with other software applications and existing and emerging industry standards;

our ongoing product and feature development;

the offering of unique innovative products to the tooling and manufacturing industries;

the level of our product readth and integration;

the technical expertise and support that we provide;

the flexibility of our products;

the reputation we maintain among resellers of our products; and

the relatively low overall price and total cost of ownership of our products combined with the high-end capabilities of our products.

Business Overview

Principal Operations, Products and Developments

Following our merger with Gibbs System, we currently have two main product lines– CimatronE and GibbsCAM:

CimatronE

CimatronE, our CAD/CAM solution for the tooling and production industries, was initially released in September 2001. We released our newest major version of CimatronE (Version 11.0) in March 2013. CimatronE provides comprehensive tools, applications and process-automation solutions for the mold, die and manufacturing industries.

With Version 11.0 of CimatronE, Cimatron helps mold and die designers and manufacturers as well as manufacturers of complex discrete parts step up to new levels of productivity with breakthrough improvements such as:

A new ECO Manager offering highly effective assessment and seamless incorporation of any number of engineering changes into an existing project.

Improved cooling design analysis and implementation, with automated baffle and cooling channel design, and improved channel analysis.

More streamlined and cost-effective die design with a new combined environment promoting flexible die creation and concurrent work by several designers, as well as a nesting tool for optimized material usage for transfer dies.

Powerful new analysis tools for mold and die design, including Wall Thickness Analysis for the early detection of product integrity issues, Springback Analysis for reducing shop-floor iteration for transfer dies, and Body Integrity Analysis for improved machining quality.

Ultra-high speed material removal with VoluMill for both Pocket and Rough. This cutting-edge technology offers up to 3 times faster machining and 2 times longer tool life.

New machining strategies offering superior results for Finish, Rough, Automated Drilling, Gun Drilling and for 2.5- to 5-Axis.

NC programming efficiencies with more flexible and powerful templates, enhanced control over imported assembly components, a new embedded material removal simulator, and various other intelligent automations.

Improved electrode design and manufacturing with enhanced visibility control on tree and greater programming automation with the automatic coloring.

Dramatically boosted performance and user experience with up to 70% reduction in save times, a new site manager tool, and the ability to export to 3D PDF for enhanced collaboration with customers.

CimatronE encompasses a set of powerful and easy-to-use 3D design tools. The hybrid solid-surface-wireframe environment allows the user to manipulate important data or create conceptual part designs with equal ease. In the design process, CimatronE integrates tools to split part geometry, find and implement changes, create electrodes and inserts, and detail tooling components. During manufacturing, CimatronE implements 2.5- to 5-axis toolpaths using high-speed machining, knowledge of stock remaining and templates to reduce programming and machining time.

CimatronE communicates with most other CAD/CAM systems, runs on personal computers and engineering workstations employing Windows-based operating systems (which are the primary operating systems used for the personal computer and workstation platforms on which our products are used) and transfers data easily and reliably among different hardware and software environments.

CimatronE is built around a set of compatible “modules” using a unified database, which can be accessed and modified for all applications. Users can move easily among wireframe, surface and solid models choosing the application most appropriate for a specific job. CimatronE enables the user to work top-down (i.e., beginning at the conceptual level and moving down to subassemblies and individual parts) or bottom-up (i.e., modeling elements first and then grouping them into assemblies), and permits the user to combine the two approaches. CimatronE stores product data hierarchically to ensure overall structural integrity of the product and the ability to interface with engineering data management systems. CimatronE’s CAM applications operate directly on the design model to generate intelligent toolpaths for NC manufacturing processes and enable fast and accurate graphic simulation of NC operations. In addition, CimatronE includes advanced data exchange interfaces, which enable the transfer of CAD/CAM data between ourselves and other CAD/CAM systems through industry standard interfaces, as well as several dedicated interfaces. CimatronE offers an intuitive and consistent user interface throughout all applications (e.g., design, drafting and NC). Since all applications have the same look and feel, there is no need for the user to relearn the operation of the system with each module. CimatronE’s architecture is based upon a software kernel, which includes database utilities, the graphic sub-system and the user interface, which provide the operating environment for all applications. Applications are separate from the software kernel, which facilitates enhancement of the applications, reduces development and maintenance costs and enables efficient technological updates to the system’s components, without affecting the application base.

The CimatronE product family includes the following basic modules:

Designer Solution

Designer Solution is a CAD-only solution. It provides users with full 3D design and modeling capabilities, as well as fully associative 2D drawing and sketching functions. Designer Solution includes a hybrid 3D wireframe, surfaces and solid modeler, with full assembly support. Designer Solution includes SAT, STL, PFM and one DI optional module (DWG, DXF or VDA).

NC Solution

NC Solution is a manufacturing-only solution. This base solution offers comprehensive milling, drilling, simulation and verification capabilities up to 2.5-axis + 2-axis Positioning. NC Solution provides access to a wide range of CAD capabilities necessary to undertake any NC job. The system includes tool libraries and a post processor. NC Solution includes SAT, STL, PFM and one DI optional module (DWG, DXF or VDA).

Master Solution

Master Solution includes all features of the Designer Solution and the NC Solution integrated into an end-to-end system, providing the tools and capabilities users need for designing and manufacturing complex CAD/CAM projects. Master Solution includes SAT, STL, PFM and one DI optional module (DWG, DXF or VDA).

Electrode Solution

Electrode Solution includes all the tools necessary to create and design EDM electrodes out of a given part model, including the industry leading QuickElectrode application. Electrode Solution comes complete with a choice of one DI optional module (IGES, STEP or VDA). The Electrode Solution is competitively priced in comparison with a similar general purpose configuration.

Electrode Pro Solution

Electrode Pro Solution includes the tools necessary to create, design and manufacture EDM electrodes, including the industry leading QuickElectrode application and full 3X milling tools. Electrode Pro Solution comes complete with a choice of one DI module (IGES, STEP or VDA). The Electrode Pro Solution is competitively priced in comparison with a similar general purpose configuration.

Student Package

The Cimatron Student Package is a limited Cimatron package for students’ home use. The package covers most of CimatronE’s capabilities, and enables execution of small non-commercial projects. CAD modules include the following: Wire-frame, Surfacing and Solid part Modeling; Assembly; Drafting; Sketcher; Catalog Tools; QuickSplit; QuickCompare; QuickElectrode; and MoldDesign. CAM modules include 2.5-axis – 3-axis milling and 3X simulator. The system includes read-only Data Interface for IGES, VDA, STEP, DXF, and DWG. The package is protected via software mechanism and does not require a hardware protection plug.

View Only System

View Only System provides tools to view and check CAD/CAM projects. The system includes powerful 3D modeling and drafting capabilities, as well as key Cimatron modules, such as QuickSplit, QuickElectrode and viewing of 2.5-axis – 3-axis milling, including the 3X simulator. No “save” is possible with a View Only system. The system includes read-only translators to all leading standard formats: DXF, DWG, IGES, STEP, VDA, SAT, STL, and PFM.

In addition, the CimatronE product family includes the following optional vertical applications, optimized for manufacturing:

Mold Design

A complete Mold Design vertical application based on hybrid 2D/3D technology. Mold Design automates the mold base and component design process, and offers an innovative parametric and fully associative approach to the mold housing design process. Optimized applicative tools support the various mold design sub-systems, such as cooling, ejection, sliders, lifters and inserts.

Die Design

The Die Design application allows the user to create complex strips for progressive dies, as well as transfer dies. It offers analysis tools, nesting and strip layout tools, and many advanced forming tools (bend, unbend, twist, unfold and more) that allow the creation of intermediary shapes that form the strip. In addition it includes a set of tools that help the user create and locate a complex array of trimming punches on the strip.

Following Strip Design, the application allows the user to build the die tool around the strip. It includes tools for creation of die sets as well as trimming and forming punches and other die components.

Quick Electrode

QuickElectrode is an EDM electrode design package used to automate the whole electrode process. QuickElectrode is used for burn area selection, electrode design, management, documentation and manufacturing. It also includes the generic EDM Setup utility, which exports burning parameters from QuickElectrode.

ECO Manager

This is a complete Change Management application. It contains interactive tools that automatically compare between two geometry sets to identify engineering changes. It marks and displays the differences and changes, and saves the results in different file levels, supporting multiple ECO handling.

5-Axis Production

This is a complete package for 5-axis milling and drilling, including 5-axis Rough, finish and local operations. Ideal for complex tasks, such as milling inlets and impelers, 5-Axis Production is mainly used for discrete part manufacturing in demanding industries, such as Aerospace.

Micro-Milling

Dedicated NC application for milling miniature high precision parts, with sub-micron tolerances. Micro Milling allows the use of all Cimatron NC procedures with very small tools and for very fine geometry. Micro-milling is supported in 3-axis and 5-axis configurations.

Die Quote Generator

A stand-alone database-driven application for assessing the cost of designing and building a die and for creating professional quotations, complete with blanking information, images and price breakdown, and customized to the user’s needs. The Die Quote Generator is integrated with the CimatronE Die Design application, retrieving relevant design information, such as the blank shape and size and the list of punches.

GibbsCAM®

GibbsCAM, our CAD/CAM solution for discrete part production manufacturing, was first released in 1993. The current shipping version, GibbsCAM 2014, was released in January 2014. GibbsCAM provides a comprehensive suite of tools, applications and process-automation/standardization solutions for industrial manufacturers.

GibbsCAM is a modular product family of PC-based, computer-aided manufacturing software, which allows customers to configure a seat of software specific to their current functionality needs, while protecting their investment by allowing the system to be seamlessly expanded over time to meet their ongoing needs. GibbsCAM focuses on ease-of-use through an advanced graphical user interface (GUI) design, interactive graphics, full data associativity between part geometry, process and toolpath, and machining efficiency. GibbsCAM provides manufacturing-focused wireframe, surface and solid modeling (CAD) as well as a comprehensive range of CAM functionality for CNC toolpath creation. It provides post processing and machine simulation for a wide variety of CNC machines, including 3- through 5-axis mills, lathes, mill-turns, Swiss machine, wire-EDM, and multi-task machines (MTM). Since original part design is usually performed by a different user and different CAD software, GibbsCAM provides a variety of CAD data import options covering virtually all brands of CAD software in use today. GibbsCAM is certified under Autodesk’s AICAP program, is a Solid Edge Voyager Select Product and is a SolidWorks Certified CAM Product. GibbsCAM is certified for use on Windows XP, Windows Vista, Windows 7 and Windows 8, Microsoft’s currently supported Windows operating systems.

The GibbsCAM product family includes the following module options:

Production Milling

GibbsCAM Production Milling supports 2- through simple 3 -axis wireframe machining with full functionality for contouring, pocketing with unlimited bosses/islands, thread milling, face milling, 2D/3D spiral creation, drilling with support for many drill cycles, tapping, and boring. Simple 4th-axis positioning is also supported. Automatic cycles for face milling, such as spiral, zig-zag, back and forth and one direction, allow material to be cleaned off the top of a part. GibbsCAM Production Milling provides easy to use, powerful programming capability for milling machine tools.

Production Turning

GibbsCAM Production Turning supports full 2-axis wireframe machining with full functionality for contouring, automatic roughing, multiple hills and valleys, plunge roughing, threading, repetitive shape roughing, drilling, tapping and boring. Advanced functionalities, such as maintaining an awareness of the current stock condition, make programming lathes not only easy but also extremely efficient. GibbsCAM Production Turning provides easy to use, powerful capability for programming turning centers.

Solid Import

GibbsCAM Solids Import provides entry-level support for machining solid models. Solid models can be read, viewed and manipulated. Geometry can be selected and extracted for machining. Using this option users can import a solid model, view it, extract geometry from selected edges, which can then be machined. This option is ideal for users who have been machining wireframe geometry who want to expand their capabilities to support rudimentary machining of solids.

2.5D Solids

GibbsCAM 2.5D Solids provides significant surface and solid modeling capabilities. Functionality to directly machine surfaces and solids is also included. With this module, users have the ability to create, import and modify solid models and then generate programs to machine them. Specialized tools are also provided to import, repair and automatically solidify surface data. Using GibbsCAM 2.5D Solids, CNC programs can be created faster and easier, making users more efficient and productive.

SolidSurfacer®

GibbsCAM SolidSurfacer provides higher-level surface and solid modeling capabilities. Advanced functionality to machine surfaces and solids is also included. GibbsCAM's intuitive graphical user interface allows complex surface and solid functions to be easy to use. Using SolidSurfacer, users can address the demanding surface and solid modeling and machining requirements for complex mold, tool and die work.

Advanced CS

GibbsCAM’s standard functionality is to machine on conventional, orthogonal coordinate systems (XY, XZ, YZ planes). The Advanced CS option introduces support for non-orthogonal coordinate systems allowing local coordinate systems to be defined in any 3D orientation.

Polar & Cylindrical Milling

GibbsCAM Polar & Cylindrical Milling supports machining using a rotary 4th axis. The part geometry can either be radially defined, or can be flat geometry which is wrapped around an axis. This functionality is ideally suited for roller dies, feed screws, threading, engraving and any other application where geometry is machined around an axis.

Radial Milling

GibbsCAM Radial Milling supports machining using a rotary 4th axis. The part geometry is 3D wireframe geometry with surface controls, typically extracted from radially prismatic solid models. The user has complete control over the tool’s orientation relative to the part, including lead and lag angles. This functionality is ideal of off-center, Y-axis milling, such a camshafts, or pockets or grooves with variable tapers on the floors and walls.

5-Axis Milling

GibbsCAM 5-Ax is Milling introduces support for 4th and 5th axis simultaneous rotary milling of multiple surfaces and solid models. Full support for tool types (ball, flat, bull, conical, and lollipop) is provided with collision checking of the tool tip, tool shaft and holder. With complete control over all aspects of the tool axis, superior surface finishes can be realized. Task oriented dialog panels are provided to only display the parameters specific to a particular machining situation, such as projection machining, swarf milling, mold cavity machining, cylinder head machining, electrode machining, and turbine blade shaft finishing. A set of dialog panels are also provided specifically for machining impellers: floor machining, general rouging and blade finishing. A variety of posting solutions are also available from Gibbs posts, ProAXYZ 5-axis drivers, or APT-CL, which allows users to make use of established posting solutions.

5-Axis MultiBlade Level 1

GibbsCAM 5-Axis MultiBlade Level 1 is an add-on option which enhances the 5-Axis option by adding functionality specifically designed for turbo machinery parts. Operating within the context of multi-bladed rotational parts, users are able to select geometry and procedures for production of unique parts such as impellers and blisks. Toolpath options available include 5-axis simultaneous roughing, hub finishing and blade/splitter finishing. All toolpaths are automatically gouge checked and include options for extension and control at the leading and trailing edges as well as intelligent control of rotating toolpaths.

5-Axis MultiBlade Level 2

GibbsCAM 5-Axis MultiBlade Level 2 adds functionality to the MultiBlade option for more advanced toolpath creation and control such as spiral blade finishing and fillet machining. This option also provides more control over all toolpathstrategies including more sorting methods, more leading and trailing edge control, more tilt control, tool axis smoothing, multiple splitter (sub-splitter) support and stock definition for rest machining.

5-Axis Porting

GibbsCAM 5-Axis Porting is an extension for machining complex 5-axis parts and provides specialized strategies to machine tubular aperatures of all types but mainly associated with engine ports, manifolds and throttle bodies.

TMS (Tombstone Management System)

GibbsCAM TMS supports part placement and program generation of multiple parts positioned on a tombstone fixture, a high-efficiency mode of machining on 4-axis horizontal machining centers. Various sequences can be examined and compared to identify the optimal machining strategy, minimizing traversals and tool changes. Full flexible is provided to the user while developing the program, allowing different aspects to be resolved independently and then optimized as a while. When complete, TMS outputs a complete G-code program, with optional sub-routines, canned cycles and B-rotation positions.

MTM™ (Multi-Task Machining)

GibbsCAM MTM™ (Multi-Task Machining) was specifically designed to address the CNC programming requirements of multi-task machine tools, providing powerful programming tools that are easy to learn and use with the ultimate in flexibility and configurability. Machining processes are easily defined with GibbsCAM's intuitive graphical user interface that provides seamless access to both turning and milling capabilities, and GibbsCAM's associativity allows operations to be updated easily when modifications are made. Factory-supplied post processors output multi-flow NC code complete with utility operations and sync codes.

Wire-EDM

Designed to handle the most demanding Wire-EDM programs while being easy-to-use, GibbsCAM Wire-EDM supports programming 2- thru 4-axis CNC Wire-EDM machines. With a very flexible and robust graphical user, novice users will find the system easy to understand and learn, while experienced users will find it a straightforward, efficient way to access its breadth of capability and options. GibbsCAM Wire-EDM provides the user with complete control over the Wire-EDM machining operations. Post processors for all major brands of Wire-EDM machines are included.

Machine Simulation

GibbsCAM Machine Simulation allows programs and corresponding machine tool motions to be graphically verified before running them on an actual CNC machine tool, avoiding potential mistakes which could result in scrap or potential machine crashes. While verifying the program, potential opportunities for optimization can also be identified, allowing the program to be further refined. Machine Simulation also provides an environment in which to do a virtual set-up of the machine tool, allowing various set-up parameters to also be verified before going to the actual machine tool.

Data Exchange Options

In order to ensure that GibbsCAM is able to work with data files from the widest variety of CAD sources, a comprehensive selection of various data exchange options are available. These range from DXF/DWG, to IGES, VDA-FS, STEP AP203/AP214, CATIA V4, CATIA V5, CATIA V6, PTC Creo Parametric (GRANITE), NX, and ACIS. In addition, GibbsCAM has the ability to read the native data files of most popular CAD systems: SolidEdge, NX, SolidWorks, Catia V4 and V5, Pro-E Wildfire, Rhinoceros, and KeyCreator. The data exchange options or capabilities may require other GibbsCAM options.

CutDATA™

Machining feeds and speeds database

VoluMill™ Wireframe

VoluMill Wireframe is a plug-in toolpath engine for ultra high-performance 2- and 3-axis roughing that allows the programmer to establish and maintain ideal machining conditions and use high speeds and federates.

VoluMill™ Solids

VoluMill Solids is a plug-in toolpath engine for ultra high-performance 2-axis, 3-axis and 3D Model roughing that allows the programmer to establish and maintain ideal machining conditions and use high speeds and federates.

Post Processors

GibbsCAM offers a variety of approaches to generate G-code for machine tools. For users who prefer to develop their own posts, GibbsCAM offers PostHASTE, a template-based post processing system along with over 225 post templates. For users who already have a legacy posting system based on APT-CL, GibbsCAM outputs APT-CL output. GibbsCAM also has a library of over 8500 post processors for a wide variety of controller and machine tool configurations. For the ultimate level of support, GibbsCAM also offers high-efficiency, custom post processors created by a team of expert developers.

Following our merger with Gibbs System, we distribute our products to end-users in over 35 countries in five continents through certain of our subsidiaries , directly in Israel and the US, and through a network of independent resellers (who distribute CimatronE and/or GibbsCAM products, as the case may be). Between us, our subsidiaries (including Cimatron Gibbs LLC) and our resellers, our family of products has more than 40,000 installations.

Resellers of CimatronE Products

We believe that the resellers of our CimatronE products, or our CimatronE resellers, are technically competent in the mechanical engineering and manufacturing aspects of CAD/CAM markets and offer a full range of sales, service and support functions. Most CimatronE resellers assume overall responsibility for the integrity of each end-user customer’s CAD/CAM system in their respective territories, including selling, installation, training and maintenance. CimatronE resellers are, in most cases, carefully selected on the basis of their ability to distribute and service our entire product line, with special emphasis on the ability of their engineering and sales teams to provide customer support.

We furnish our CimatronE resellers with technical guidance and marketing and sales resources. CimatronE resellers regularly visit our Israeli headquarters, while our employees from various departments visit CimatronE resellers’ sites. Our relationship with our CimatronE resellers is further enhanced by international conferences, that we organize from time to time, regional workshops and cooperative exhibitions, and participation in local user meetings.

CimatronE resellers serve as an integral part of our marketing and service network around the world. They give our products a local “feel” by (a) offering technical support in the end-user’s native language, (b) being available to attend to customer needs during local business hours, (c) translating our manuals, product and marketing literature into the local language and (d) frequently organizing user programs and seminars. CimatronE resellers continually develop new ways to adapt and enhance our products to meet their respective customers’ regional and company-specific needs.

A typical agreement with a CimatronE reseller is for a term of two years (subject to rolling two-year extensions). Our CimatronE resellers are distributors and our agreements with them enable the CimatronE resellers to purchase our products at a discounted price. Certain of our CimatronE resellers act as our exclusive distributors in a single country or region. Other than our larger CimatronE reseller in Japan, no CimatronE reseller accounted for more than 1.2% of our total consolidated revenue for the year ended December 31, 2013.

There can be no assurance that all existing relationships with our CimatronE resellers will be renewed. We believe that with the exception of our larger CimatronE reseller in Japan, the termination of our relationship with a single CimatronE reseller would not adversely affect us; however, the termination of our relationship with several of our CimatronE resellers at approximately the same time or with one of our two CimatronE resellers in Japan which accounted for 4.3% of our total consolidated revenue in 2013 could adversely affect us. There can be no assurance that, in the event that we lose any of our CimatronE resellers, we will be successful in recruiting replacement professional and technically competent CimatronE resellers.

Resellers of GibbsCAM Products

We believe that the resellers of our GibbsCAM products, or our GibbsCAM resellers, are technically competent in the mechanical engineering and manufacturing aspects of CAD/CAM markets and offer a full range of sales, service and support functions. Most of the GibbsCAM resellers assume overall responsibility for the integrity of each end-user customer’s CAD/CAM system in their respective territories, including selling, installation, training and maintenance. GibbsCAM resellers are, in most cases, carefully selected on the basis of their ability to distribute and service our entire product line. US-based GibbsCAM resellers count on Cimatron Gibbs LLC corporate personnel and resources for much of their service and support. Training is also provided at Cimatron Gibbs LLC’s corporate headquarters based in Moorpark, CA, USA. In international markets, GibbsCAM resellers are selected with special emphasis on their ability to provide customer service, support, and training.

We furnish our GibbsCAM resellers with technical guidance and marketing, and technical and sales resources, in addition to our products and associated documentation. GibbsCAM resellers visit Cimatron Gibbs LLC’s headquarters in California, while our employees from various departments visit our GibbsCAM resellers’ sites as needed. Our relationship with our GibbsCAM resellers is further enhanced by international conferences that we organize from time to time, regional workshops and cooperative exhibitions, and participation in local user meetings.

GibbsCAM resellers serve as an integral part of our marketing and service network around the world. They give our products a local “feel” by (a) offering technical support in the end-user’s native language, (b) being available to attend to customer needs during local business hours, (c) translating our manuals, product and marketing literature into the local language and (d) frequently organizing user programs and seminars. GibbsCAM resellers continually develop new ways to adapt and enhance our products to meet their respective customers’ regional and company-specific needs.

A typical agreement with a GibbsCAM reseller is for a term of one year (subject to rolling one-year extensions). According to the terms of our agreements with them, the GibbsCAM resellers are able to purchase our products at a discounted price. Certain of our GibbsCAM resellers act as our only “sales agent” in a single country or region, even though we do not have an exclusivity agreement with any GibbsCAM reseller.

GibbsCAM resellers include eight who comprise the Gibbs “President’s Club.” Each of these eight GibbsCAM resellers is an independent company that primarily engages in reselling Cimatron Gibbs LLC products and that represents the GibbsCAM resellers with the highest total sales of Cimatron Gibbs LLC products for the preceding year. Other than the eight Presidents’ Club GibbsCAM resellers, no GibbsCAM reseller accounted for more than 0.80% of Cimatron’s total consolidated revenue for the year ended December 31, 2013. Even among the Presidents’ Club members themselves, none accounted for more than 2.2% of Cimatron’s total consolidated revenue during 2013.

There can be no assurance that all existing relationships with our GibbsCAM resellers will be renewed. We believe that with the exception of our President’s Club Members, the termination of our relationship with a single GibbsCAM reseller would not adversely affect us; however, the termination of our relationship with several of our GibbsCAM resellers at approximately the same time or with many of our President’s Club GibbsCAM resellers could adversely affect us. There can be no assurance that in the event that we lose any of our GibbsCAM resellers we will be successful in recruiting replacement professional and technically competent GibbsCAM resellers.

Subsidiaries

Our strategy over the years has been to increase our direct involvement in certain key markets in which we felt our resellers were not maximizing our business opportunities, through the formation or acquisition of marketing and support subsidiaries. In furtherance of this strategy, we have incorporated subsidiaries in several jurisdictions in the past. We have also acquired all of the outstanding voting interests, shares and/or business of certain of our resellers in the past, including Cimatron Technologies, Inc., our North American CimatronE reseller, Microsystem srl. (Microsystem), our Italian reseller, and our German GibbsCAM reseller, thereby converting them, or incorporating their business, into our subsidiaries.

In certain instances, where we have found it more efficient, such as in France and the United Kingdom, we have acted in the opposite manner, transferring our business activity from our subsidiaries to independent CimatronE resellers and ceasing the activity of those subsidiaries.

Most recently, during December 2012, we acquired the remaining 40% of the outstanding shares of our Guangzhou joint venture in China, following which it became a wholly owned subsidiary. In early 2013 we transferred the business activity of the Guangzhou subsidiary to Cimatron Beijing, our wholly-owned subsidiary headquartered in Beijing, and substantially ceased the activity of our Guangzhou subsidiary. In late March 2014, Microsystem srl. (Microsystem), our wholly-owned Italian subsidiary, acquired the remaining 40% of the outstanding shares of Trend srl. (Trend), its reseller in the Ancona area, following which Trend became a wholly-owned subsidiary of Microsystem. With the intention of achieving greater efficiencies in our Italian business, we intend to transfer the business activity of Trend to Microsystem and thereafter during 2014 to liquidate Trend.

Customers

Our end-users are typically small to medium-sized companies involved in the mechanical engineering and manufacturing industry, subcontractors that supply major corporations within the core mechanical engineering and manufacturing industry, and departments or divisions within these major corporations. Our customers are located in over 35 countries worldwide.

In the years ended December 31, 2013, 2012 and 2011, approximately 48%, 46% and 49%, respectively, of our revenues were from Europe; approximately 2%, 2% and 2%, respectively, of our revenues were from Israel; approximately 16%, 16% and 15%, respectively, of our revenues were from the Far East; approximately 32%, 34% and 32%, respectively, of our revenues were from North America; and approximately 2%, 2% and 2%, respectively, of our revenues were from other countries.

Geographical Breakdown of Our Revenue

The following tables present a geographical breakdown of our revenues from products and services for the last three years (in thousands of U.S. dollars):

2013

	Products					Services
Geographical Region	Amount		Percent of Products Revenues			Amount		Percent of Services Revenues
Europe		7,953		40.8	%		13,435		54.3	%
Israel		554		2.8	%		524		2.1	%
Far East		4,485		23.0	%		2,671		10.8	%
North America		5,933		30.4	%		7,912		32.0	%
Other		585		3.0	%		194		0.8	%
Total		19,510		100.0	%		24,736		100.0	%

2012

	Products					Services
Geographical Region	Amount		Percent of Products Revenues			Amount		Percent of Services Revenues
Europe		7,251		37.9	%		12,384		53.3	%
Israel		452		2.4	%		517		2.2	%
Far East		4,194		21.9	%		2,452		10.6	%
North America		6,805		35.6	%		7,434		32.1	%
Other		418		2.2	%		407		1.8	%
Total		19,120		100.0	%		23,194		100.0	%

2011

	Products					Services
Geographical Region	Amount		Percent of Products Revenues			Amount		Percent of Services Revenues
Europe		7,307		40.1	%		12,788		56.7	%
Israel		482		2.7	%		497		2.2	%
Far East		3,791		20.9	%		2,259		10.0	%
North America		6,070		33.4	%		6,776		30.1	%
Other		527		2.9	%		217		1.0	%
Total		18,177		100.0	%		22,537		100.0	%

Other than our reseller agreements and certain maintenance contracts with customers in Israel, we currently have no significant long-term contracts with any customer, and sales are generally made pursuant to purchase orders received from distributors.

Potential Fluctuations in Operating Results; Seasonality

Potential Fluctuations in Operating Results

See “Item 3 - Risk Factors - We may experience significant fluctuations in our quarterly results, which makes it difficult for investors to make reliable period-to-period comparisons and may contribute to volatility in the market price for our Ordinary Shares” for a discussion of factors that may cause annual or quarterly fluctuations in the results of our operations.

Seasonality

We sell our products to corporations and our sales are therefore subject to the fiscal and budgeting cycles of such corporations. Accordingly, a large percentage of our sales occur in the fourth quarter, while sales in the third quarter are traditionally lowest due to the summer vacation. Sales in the first and second quarters are generally slower than in the fourth quarter but higher than in the third quarter. Nevertheless, there have been certain years with a different seasonality pattern, and we cannot guarantee that such a pattern will hold true in every future year.

Organizational Structure

For further information about our subsidiaries and our beneficial ownership therein, see the discussion under “Business Overview—Subsidiaries” in this Item 4 above, as well as the list of our subsidiaries in Exhibit 8.1 to this annual report.

Property, Plants and Equipment

We do not own any real property. We lease the office premises that we occupy in Givat Shmuel, Israel from a private commercial property owner pursuant to the terms of a lease agreement that we entered into in February 2003. Until January 2006 we occupied an aggregate of approximately 2,100 square meters at this facility. Since January 10, 2006, we occupy approximately 1,750 square meters at this facility. The initial term of this lease expired on June 30, 2006 and, after we exercised our option to extend the lease for an initial period of three years, we have further extended the lease for an additional five years, through June 30, 2014, and reduced the occupied space to approximately 1,491 square meters. On June 4, 2013 we signed an extension agreement which extended the lease for additional five years through June 30, 2019. In 2013, the aggregate annual lease payments for all office premises were approximately $1.2 million.

Following the merger with Gibbs System, we lease office space in Moorpark, California from a limited liability company controlled by Mr. Gibbs. In connection with the merger with Gibbs System, the termination date of the lease was advanced from 2020 to December 31, 2012, with an option for us to extend the lease for an additional five years. The rent due to be paid during the initial term was $24,710 per month. We have exercised our right to extend this lease for an additional five years, until December 31, 2017, under the same terms and rent payment obligations as existed prior to the extension.

The following table presents a breakdown of our approximate aggregate annual lease payments for office premises worldwide for the year 2013 (in thousands of U.S. dollars):

ENTITY	LOCATIONS	APPROXIMATE ANNUAL EXPENSE (in thousands of US$)
Cimatron parent company	Givat Shmuel, Israel (corporate headquarters)	330
Cimatron Gibbs LLC	Moorpark, California	305
North American subsidiary	Michigan and Illinois (U.S.)*	59
German subsidiary	Ettlingen, Hamm, Nurenberg, Koln and Ismaning	201
Italian subsidiary	Bologna, Milano, Ancona, Treviso	182
Chinese subsidiary	Beijing, Wuxi, Chengdu, Shanghai Guangzhou, Wuhan	92
Korean subsidiary	Seoul	29
	Total	1,198

* These offices are responsible for our selling and marketing activities in Canada as well.

Item 4A. Unresolved Staff Comments.

Not Applicable

Item 5. Operating and Financial Review and Prospects.

Overview

In previous years, we consummated various important acquisitions that impacted our results of operations. In early 2008, we merged Gibbs System, also known as Gibbs & Associates, with and into a newly established US subsidiary (Cimatron Gibbs LLC) of Cimatron Technologies Inc, our US subsidiary. As consideration in the transaction, we paid to Mr. William F. Gibbs, founder, Chairman and CEO of Gibbs System, and its sole shareholder, approximately $5 million in cash, as well as 1,500,000 newly issued ordinary shares of Cimatron (of which Mr. Gibbs has subsequently disposed). Following such transaction, Cimatron Gibbs LLC acts as a separate unit in the Cimatron group that is responsible for the marketing, selling and developing of the GibbsCAM product family, in substantially the same manner as conducted prior to the merger.

Our strategic determination whether to operate via a wholly-owned subsidiary, a partially-owned subsidiary or an independent reseller in a given jurisdiction is typically dependent on the specific circumstances in each jurisdiction in which we operate, and such determination also impacts our results of operations in certain manners. When we sell through a wholly-owned subsidiary, we record revenues on the full amount of the sale to the end users, but we also record all selling, marketing, support and administrative expenses related to these sales. When we sell through an independent reseller, it is the reseller who records revenue on the full amount of the sale, and transfers to us only a certain portion of the sale (as agreed between the reseller and us), but on the other hand, most expenses related to the sale are borne by the reseller and not by us. For further information regarding our recent activity in establishing, acquiring or discontinuing the operations of subsidiaries, please see “Item 4. Information on the Company—Business Overview—Subsidiaries” above in this annual report.

Revenues

We derive revenues mainly from (a) sale of our software products, and (b) services which include primarily maintenance fees and the provision of technical support for our software products and, to a lesser extent, fees from the provision of engineering, training, consulting and implementation services. Revenues from sales of our products are generated by a relatively large number of sales and no one customer accounts for a material portion of our revenues. We provide maintenance services mainly pursuant to maintenance contracts, which usually provide for annual maintenance fees. Generally, maintenance contracts are for a one-year term. It has been our experience that most of our customers who purchase maintenance contracts elect to receive maintenance services from us on a continuing basis. While customers in most markets purchase maintenance services from us, most of our customers in the Far East (other than in Japan and South Korea) generally do not purchase maintenance but instead purchase product upgrades on a case-by-case basis.

Cost of Revenues

Our cost of revenues consists of four major components: (a) the cost of our Israel-based operations, which include primarily salaries (mostly for technical support personnel), subcontractors and facilities costs, (b) royalties payable to third parties for third party software and maintenance, (c) royalties payable to Israel’s Office of the Chief Scientist of the Ministry of Industry, Trade and Labor (the OCS), until 2012, and (d) amortization of intangible assets.

Software Development Costs

Costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional development costs are capitalized. Based on our product development process, technological feasibility is established upon completion of a working model. Any capitalization of software development costs continues up to the time the software is available for general release to customers. However, during 2011, 2012 and 2013 costs incurred between the completion of the working model and the point at which the products were ready for general release were insignificant. Therefore, all research and development costs incurred in 2011, 2012 and 2013 have been expensed.

Functional and Reporting Currency

We market and sell our products and services in Europe, the Far East, North America and Israel and derive a significant portion of our revenues from customers in Europe and Asia. A majority of our revenues in 2011, 2012 and 2013 were from customers in Europe. Since our financial results are reported in U.S. dollars, decreases in the rate of exchange of non-U.S. dollar currencies in which we make sales relative to the U.S. dollar will decrease the U.S. dollar-based reported value of those sales. To the extent that decreases in exchange rates are not offset by a reduction in our costs, that may in the future materially adversely affect our results of operations.

Our reporting currency is the U.S. dollar while a portion of our expenses, principally salaries and the related personnel expenses are in New Israeli Shekels, or NIS. As a result, we are exposed to the risk that the NIS will appreciate relative to the U.S. dollar, or, even if the NIS devaluates relative to the U.S. dollar, that the rate of inflation in Israel will exceed such rate of devaluation or that the timing of such devaluation will lag behind inflation in Israel. Any such NIS appreciation or excessive Israeli inflation has the effect of increasing the U.S. dollar cost of our operations. In 2011 and 2013, the NIS appreciated relative to the U.S. dollar, while in 2012, the NIS devalued relative to the U.S. dollar (as measured in each case by the change in the average representative exchange rate for each such year relative to the previous year). Over the course of that three year period, the annual rate of Israeli inflation on an annual basis was 2.2% in 2011, 1.6% in 2012 and 1.8% in 2013). These trends thereby had a mixed impact upon the U.S.-dollar-measured results of our Israeli operations due to foreign currency conversion in 2013, as NIS appreciation increased the U.S. dollar cost of our Israeli operations, whereas the low Israeli inflation rate moderated such increases in cost. If the U.S. dollar cost of our operations in Israel continues its rise, our U.S. dollar-measured results of operations will once again be adversely affected.

Following our merger with Gibbs System, we have experienced an increase in the relative portion of our U.S. dollar based expenses and revenues as a percentage of our total expenses and revenues, thereby reducing the relative impact of the above-described, currency exchange rate related factors. For the fiscal years ended December 31, 2012 and 2013, our U.S. dollar based operating expenses constituted 47% and 47%, and our U.S. dollar based revenues constituted 53% and 50%, respectively, of our total consolidated operating expenses and revenues for such fiscal years.

See “Liquidity and Capital Resources – Impact of Inflation and Currency Devaluation on Results of Operation, Liabilities and Assets” for information relating to our policy of hedging against currency fluctuations.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which were prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate these estimates on an ongoing basis. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that application of the following critical accounting policies entails the most significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize revenues in accordance with the ASC 985-605, “Software Revenue Recognition”, as amended (formerly, “Statement of Position (SOP) 97-2”). Revenues from software license fees are recognized when persuasive evidence of an arrangement exists, the software product covered by written agreement or a purchase order signed by the customer has been delivered, the license fees are fixed and determinable and collection of the license fees is considered probable. When software arrangements involve multiple elements we allocate revenue to each element based on vendor-specific objective evidence of fair-value (VSOE). We limit our assessment of VSOE for each element to the price charged when the same element is sold separately.

Our sales are made pursuant to standard purchase orders, containing payment terms averaging between 30 - 120 days. In judging the probability of collection of software license fees we continuously monitor collection and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. In connection with customers with whom we have no previous experience, we may utilize independent resources to evaluate the creditworthiness of those customers. For some customers, typically those with whom we have long-term relationships, we may grant longer payment terms than we grant to other customers. Any payment terms that exceed 180 days must be approved by our Chief Financial Officer prior to the signing of any purchase order. We perform on-going credit evaluations of our customers and adjust credit limits based upon payment history and the customer’s current creditworthiness, as determined by our review of their current credit information. If the financial situation of any of our customers were to deteriorate, resulting in an impairment of their ability to pay the indebtedness they incur with us, additional allowances may be required. In some jurisdictions, based on past experience or when we start working with a new reseller, we recognize revenues on a cash basis only.

Most of our software products do not require significant customization or modification. Service revenues include consulting services, post-contract customer support and maintenance and training. Consulting revenues are generally recognized on a time and material basis. Software maintenance agreements provide technical customer support and the right to unspecified upgrades on an if-and-when-available basis. Post-contract customer support revenues are recognized ratably over the term of the support period (generally one year), and training and other service revenues are recognized as the related services are provided. Deferred revenues represent mainly amounts received on account of service agreements.

Our arrangements do not substantially include any refund provisions nor are payments subject to milestones. In addition, substantially all of our arrangements do not contain customer acceptance provisions.

Allowance for Doubtful Accounts

We evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us (e.g., bankruptcy filings, substantial down-grading of credit ratings), we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on the length of time the receivables are past due and on our historical experience in collecting such receivables.

Goodwill

We review goodwill for impairment annually on December 31 of each fiscal year and whenever events or changes in circumstances indicate its carrying value may not be recoverable in accordance with ASC 350 “Intangibles – Goodwill and other”. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. Goodwill impairment is deemed to exist if the carrying value of a reporting unit exceeds its fair value. In such cases, we then calculate the goodwill’s implied fair value by performing a hypothetical allocation of the reporting unit’s fair value to the underlying assets and liabilities, with the residual being the implied fair value of goodwill. The qualitative assessment involves assessing the effects of macroeconomic conditions, industry specific conditions as well as assessing the financial performance and cash flows of the reporting unit. If these assessments or conditions change in the future, we may be required to record impairment charges for our goodwill.

Our most recent annual goodwill impairment analysis, which was performed during 2013, did not result in impairment.

Deferred Taxes

We account for income taxes, in accordance with the provisions of ASC 740 (”Income Taxes”) under the liability method of accounting. Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax basis of assets and liabilities at enacted tax rates in effect in the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts expected to be realized. Expectations about realization of deferred tax assets related to losses carried forward are subjective and require estimates of future income in the territories in which such losses have been generated. Changes in those estimations could lead to changes in the expected realization of the deferred tax assets and to the increase or decrease in valuation allowance. For more information about our deferred taxes, see Note 10.C. to our consolidated financial statements for the year ended December 31, 2013, which are included elsewhere in this annual report.

Operating Results

	For the Year Ended
	December 31,
	2013			2012			2011
	In thousands of US$ (except per share data)
Statement of Income Data:
Revenue:
Products		19,510			19,120			18,177
Services		24,736			23,194			22,537
Total		44,246			42,314			40,714

Cost of revenue:
Products		4,118			3,483			3,769
Services		1,711			1,609			1,614
Total		5,829			5,092			5,383
Gross profit		38,417			37,222			35,331
Research and development costs		7,389			7,001			6,739
Selling, general and administrative expenses		25,566			24,677			24,453
Operating income		5,462			5,544			4,139
Financial (expenses), net		(23	)		(35	)		(195	)
Other income (expenses)		(15	)		(30	)		(6	)
Income before taxes		5,424			5,479			3,938
Taxes on income		(572	)		(1,770	)		(1,327	)
Income after income taxes		4,852			3,709			2,611
Less: Net loss (gain) attributable to the noncontrolling interest		(5	)		(10	)		57
Net income attributable to Cimatron’s shareholders		4,847			3,699			2,668
Net income per share (basic and diluted)		0.49			0.40			0.29
Weighted average number of shares outstanding		9,796			9,323			9,252

	As of December 31,
		2013	2012	2011
	(In thousands of US$)
Balance Sheet Data:
Cash and cash equivalents		13,052	11,903	11,787
Working capital		11,692	8,523	6,469
Total assets		37,433	34,410	34,522
Total liabilities		15,719	15,945	17,390
Shareholders’ equity		21,714	18,465	17,132

Revenue

Our total revenues increased by 4.6% in 2013, to approximately $44.2 million from total revenues of approximately $42.3 million in 2012, after having risen by 3.9% in 2012, from approximately $40.7 million in 2011. Our revenues from the sale of products increased by 2.0% in 2013, to approximately $19.5 million, from approximately $19.1 million in 2012, after having risen by 5.2% in 2012 from approximately $18.2 million in 2011. The increase in sale of products in 2013 relative to 2012 was equally attributable to the continued demand for our products in 2013 and to the depreciation of the dollar relative to the Euro over the course of 2013 relative to 2012 (as the average rate rose from 1.286 dollars per Euro in 2012 to 1.328 dollars per Euro in 2013), which increased the dollar value of the Euro-denominated product revenues we realized in 2013. The increase in sale of products in 2012 relative to 2011 was primarily attributable to the continued strong demand for our products in 2012, somewhat offset by the appreciation of the dollar relative to the Euro over the course of 2012 relative to 2011 (as the average rate fell from 1.393 dollars per Euro in 2011 to 1.286 dollars per Euro in 2012), which reduced the dollar value of the Euro-denominated product revenues we realized in 2012. As a percentage of revenues, our revenues from the sale of products in 2013 decreased to 44%, compared to 45% in 2012 and 2011

Our revenues from maintenance and services increased by 6.6% in 2013 to approximately $24.7 million, from approximately $23.2 million in 2012, after having risen by 2.9% in 2012 from approximately $22.5 million in 2011. The increase in maintenance and service revenues in 2013 relative to 2012 was primarily attributable to the continued demand for our products in 2013 and in previous years, which, in turn, enhanced demand for maintenance contracts, training and implementation services that our customers order from us with respect to our products, and to a lesser extent, by the depreciation of the dollar relative to the Euro over the course of 2013 relative to 2012 (as the average rate rose from 1.286 dollars per Euro in 2012 to 1.328 dollars per Euro in 2013), which increased the dollar value of our Euro-denominated maintenance and services revenues we realized in 2013. The increase in maintenance and service revenues in 2012 relative to 2011 was primarily attributable to the continued strong demand for our products in 2012 and in previous years, which, in turn, enhanced demand for maintenance contracts, training and implementation services that our customers order from us with respect to our products, somewhat offset by the appreciation of the dollar relative to the Euro over the course of 2012 relative to 2011 (as the average rate fell from 1.393 dollars per Euro in 2011 to 1.286 dollars per Euro in 2012), which reduced the dollar value of our Euro-denominated maintenance and services revenues we realized in 2012. As a percentage of overall revenues, our revenues from maintenance and services have increased in 2013 to 56%, from 55% in each of 2012 and 2011.

Because, during 2013 and 2012, our revenues that were derived from Europe constituted 48% and 46% out of our total revenues, respectively, changes in the Euro-dollar exchange rate can significantly influence our revenues. In 2013, the above-described depreciation of the dollar relative to the Euro increased the dollar value of the Euro-denominated total revenues that we realized by approximately $0.6 million. In 2012, the above-described appreciation of the dollar relative to the Euro reduced the dollar value of the Euro-denominated revenues that we realized by approximately $1.3 million.

While we believe that the trend of migration of US and European mold, tool, die and fixture makers’ operations to low cost labor markets in the Far East, where certain markets are also characterized by lower prices and by higher usage of pirated copies of software products and where the practice of signing maintenance contracts is less common, may continue, we have previously adjusted our US and European strategy slightly in order to increasingly focus on penetrating the high-end US and European markets, in which such migration is less prevalent. In more recent years we have also benefited in Europe and in the US from a “re-shoring” trend, where manufacturers return part of their activities from low cost labor markets back to their home countries. At the same time, we continue with our sales efforts in China and other countries in South East Asia, as well as in other emerging markets such as Brazil and India. In addition, following the Gibbs acquisition in early 2008, we began selling the GibbsCAM product line via our legacy Cimatron sales channels in Germany, Italy, China, South Korea and Israel, and in other sales territories as well.

Cost of Revenue

Cost of revenue increased by 14.5% in 2013, to approximately $5.8 million, from approximately $5.1 million in 2012, after having decreased by 5.4% in 2012 from approximately $5.4 million in 2011. Approximately $0.3 million of the increase in 2013 relative to 2012 was attributable to the increase in revenues in 2013 relative to 2012, and approximately $0.4 million of such increase was due to one-time income of approximately $0.4 million that we realized in 2012 from final agreement that we reached with the Chief Scientist of the Ministry of Industry and Trade of the Government of Israel, or the OCS, which income offset and reduced in part our cost of revenues in 2012, as explained in Note 8.A. to our 2013 and 2012 consolidated financial statements. The decrease in 2012 relative to 2011 was mainly due to the one-time income of approximately $0.4 million from the above-described final agreement with the OCS.

Gross Profit

Gross profit, as a percentage of total revenue, was 87%, 88% and 87% in 2013, 2012 and 2011, respectively. The higher gross margin that we achieved in 2012 relative to both 2013 and 2011 was mainly due to the one-time income that we realized in 2012 from our final agreement with the OCS, which reduced our cost of revenue in 2012, as described under “Cost of Revenue” above.

Research and Development Expenses, net

Research and development, or R&D, expenses primarily consist of salaries and related costs with respect to employees engaged in ongoing research, design and development activities. R&D expenses were $7.4 million in 2013, reflecting a 5.5% increase over the $7.0 million of R&D expenses in 2012, which itself reflected a 3.9% increase over the $6.7 million of R&D expenses in 2011. The increase in 2013 relative to 2012 was mainly due to (i) higher employee-related and other R&D costs in 2013, which contributed approximately $0.2 million to such increase, as we further increased our R&D spending in 2013, and (ii) the appreciation of the New Israeli Shekel, or NIS, relative to the dollar over the course of 2013 (as the average representative exchange rate decreased from NIS 3.844 per dollar in 2012 to NIS 3.601 per dollar in 2013), which increased the dollar value of the NIS-denominated R&D costs that we incurred in 2013 by approximately $0.2 million. The increase in 2012 relative to 2011 was mainly due to (i) higher employee-related and other R&D costs in 2012, which contributed approximately $0.4 million to such increase, as we extended our investment in R&D activities in 2012, which was offset in part by (ii) the depreciation of the New Israeli Shekel, or NIS, relative to the dollar over the course of 2012 (as the average representative exchange rate increased from NIS 3.579 per dollar in 2011 to NIS 3.844 per dollar in 2012), which decreased the dollar value of the NIS-denominated R&D costs that we incurred in 2012 by approximately $0.1 million

Selling, General and Administrative Expenses

Selling expenses consist of costs relating to promotion, advertising, trade shows and exhibitions, compensation (including sales commissions), sales support, travel and travel related expenses, and, when applicable, royalties to the Marketing Fund, including all such expenses for our subsidiaries. We did not receive any grants from the Marketing Fund in the years 2013, 2012 and 2011 and do not expect to receive any such grants in the future. In the years 2013, 2012 and 2011 we paid or accrued in our statement of operations royalties to the Marketing Fund in amounts of approximately $23 thousand, $0 and $0, respectively. For more information about our current position with the Marketing Fund, see Note 8.C. to our 2013 consolidated financial statements included in this annual report. General and administrative expenses consist of (a) compensation costs for administration, finance and general management personnel, (b) office maintenance and administrative costs, (c) rent, (d) fees paid to DBSI, our previous significant shareholder, for management services provided until September 10, 2013 (as described in more detail in Notes 11.A and 11.B to our consolidated financial statements included elsewhere in this annual report), (e) reserves for doubtful debts and (f) amortization of investment in acquired companies.

Selling, general and administrative, or SG&A, expenses increased by 3.6% in 2013, to $25.6 million, from $24.7 million in 2012, after increasing by 0.9% in 2012 from $24.5 million in 2011. The increase in 2013 relative to 2012 was mainly attributable to (i) our continued investment in the promotion of our two product lines, CimatronE and GibbsCAM, and to higher sales commissions to sales employees and sales agents that accompanied our increase in revenues in 2013; (ii) the depreciation of the Dollar relative to the NIS over the course of 2013 (as reflected in the decrease in the average representative exchange rate from NIS 3.844 per dollar in 2012 to NIS 3.601 per dollar in 2013), which increased the dollar value of the NIS-denominated SG&A costs that we incurred in 2013 by approximately $0.3 million; and (iii) the depreciation of the Dollar relative to the Euro over the course of 2013 (as evidenced by the increase in the average Euro-dollar exchange rate from 1.286 dollars per Euro in 2012 to 1.328 dollars per Euro in 2013), which increased the dollar value of the Euro-denominated SG&A costs that we incurred by approximately $0.3 million. The increase in 2012 relative to 2011 was mainly attributable to our continued investment in the promotion of our two product lines, CimatronE and GibbsCAM, and to higher sales commissions to sales employees and sales agents that accompanied our increase in revenues in 2012, which was mostly offset by (i) the depreciation of the NIS relative to the dollar over the course of 2012 (as reflected in the increase in the average representative exchange rate from NIS 3.579 per dollar in 2011 to NIS 3.844 per dollar in 2012), which decreased the dollar value of the NIS-denominated SG&A costs that we incurred in 2012 by approximately $0.2 million; and (ii) the depreciation of the Euro relative to the dollar over the course of 2012 (as evidenced by the decline in the average Euro-dollar exchange rate from 1.393 dollars per Euro in 2011 to 1.286 dollars per Euro in 2012), which decreased the dollar value of the Euro-denominated SG&A costs that we incurred by approximately $0.7 million.

Financial Income (Expenses), net

Financial income (expenses), net, consists primarily of interest earned on our cash reserves, interest paid on our short term and long term credit facilities from financial institutions, interest on trade receivables and currency translation adjustments between the U.S. dollar and the NIS and Euro based on changes in exchange rates, as applied to our assets and liabilities. Financial income (expense), net, was approximately $0.0 million in 2013 and 2012 and approximately $(0.2) in 2011. During 2013, 2012 and 2011, the interest that we received on our cash reserves was significantly lower than in previous years, due to the global trend of reduced interest rates. Therefore, and although in 2013 we paid $0.1 million interest and related commissions on a short term bank loan in Israel, the currency translation adjustments between the U.S. dollar and each of the NIS and the Euro, which were due to changes in related exchange rates, as applied to our assets and liabilities, had the most significant effect on our financial income (expenses) in these three years.

Income Taxes, net

Income Taxes, net, consist of (i) changes in deferred tax assets and deferred tax liabilities, and (ii) current tax expenses or income. In 2013, we recorded tax expenses of approximately $0.6 million, of which approximately $1.7 million related to current taxes, partially offset by approximately $1.1 million of tax income related to changes in deferred taxes (mainly due to the creation of a $1.1 million tax asset in Israel, that resulted in tax income rather than tax expense). Of the $1.7 million of current tax expenses: (i) approximately $1.2 million related to taxes in the U.S.; (ii) approximately $0.2 million related to taxes in Israel; and (iii) approximately $0.3 million related to taxes mainly in Germany and South Korea (and of such $0.3 million, approximately $0.1 million related to taxes for previous years in Germany, as a tax assessment for the years 2008-2011 was concluded in early 2014 with such result).

In 2012, we recorded a net tax expense of approximately $1.8 million, comprised of approximately $0.1 million of tax expenses related to changes in deferred tax assets and liabilities, and approximately $1.7 million of current taxes. Of such $1.7 million of current tax expenses: (i) approximately $1.5 million related to taxes in the U.S., as our U.S. loss carry-forwards have almost completely depleted during the fourth quarter of 2011; and (ii) approximately $0.2 million mainly related to taxes in Israel, Germany and South Korea.

Net Income Attributable to Cimatron Shareholders

We recorded net income attributable to Cimatron shareholders of approximately $4.8 million, $3.7 million and $2.7 million in 2013, 2012 and 2011, respectively. The increase in 2013 relative to 2012 was mainly due to the creation of a $1.1 million tax asset in Israel that resulted in tax income rather than tax expense, as described under “Income Taxes, net” above. The increase in 2012 relative to 2011 was mainly due to the increases in our revenues on a year-over-year basis, as described under “Revenue” above.

Effective Corporate Tax Rate

We and each of our subsidiaries are subject to corporate taxes in various countries in which we and they operate. In Israel we received a final tax assessment through the tax year ended December 31, 2006. Our subsidiary in Germany received a final tax assessment through the tax year ended December 31, 2011 and our subsidiary in Italy received a final tax assessment through the tax year ended December 31, 2007. Generally, Israeli companies were subject to corporate tax of 25% in 2013, and are subject to corporate tax of 26.5% as of 2014. However, our effective corporate tax rate in Israel can be significantly lower, due to tax benefits for which we may be eligible under Israel’s Law for the Encouragement of Capital Investments, 5719-1959. See “Israeli Tax Structure and Tax Programs Applicable to Our Company— Law for the Encouragement of Capital Investments, 5719-1959” below in this Item 5. Our effective corporate tax rates in the U.S., Germany, South Korea and Japan in the year ended December 31, 2013 were approximately 39.8%, 31%, 10% and 45%, respectively. We believe that our effective tax rates in Italy, Canada, China and India would have been approximately 31.4%, 31%, 25% and 31% respectively, for the year ended December 31, 2013 had we not incurred tax losses in those countries. We have no more tax loss carryforwards in Israel and China as those were fully used in 2013. As of December 31, 2013, we had approximately $0.5 million, $0.1 million and $0.1 million in net operating loss carry-forwards in Italy, Canada and India, respectively. There can be no assurance that we will be able to use all of the above-mentioned tax loss carryforwards at any time in the future. We expect that if our profits increase and our subsidiaries utilize their respective loss carryforwards, particularly in countries with relatively high corporate tax rates, our consolidated effective tax rate will increase.

Israeli Tax Structure and Tax Programs Applicable to Our Company

Our results of operations are significantly impacted by the Israeli tax scheme to which we are subject and the Israeli tax benefits for which we qualify. The following is a summary of the current tax law applicable to companies in Israel, with special reference to its effect on our subsidiaries and us. The following also contains a discussion of government programs from which we, and some of our subsidiaries, benefit. To the extent that the discussion is based on tax legislation that has not been subject to judicial or administrative interpretation, there can be no assurance that the views expressed in the discussion will be accepted by the tax authorities in question.

Israeli companies were generally subject to corporate tax at the rate of 25% on their taxable income for such year. The corporate tax rate was increased to 26.5% for 2014 and thereafter. However, the effective tax rate payable by a company that derives income from an Approved Enterprise, a Benefited Enterprise or Preferred Enterprise, as discussed further below, may be considerably less. See “Law for the Encouragement of Capital Investments” in this Item 10 below. Beginning as of 2010, Israeli companies are subject to regular corporate tax rate on their capital gains.

Besides being subject to the general corporate tax rules in Israel, we have also, from time to time, applied for and received certain grants and tax benefits from, and participate in, programs sponsored by the Government of Israel, as described below.

Law for the Encouragement of Capital Investments, 5719-1959

The Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law, provides certain incentives for capital investments in a production facility (or other eligible assets).The Investment Law has been amended several times over the last years, with the two most significant changes effective as of April 1, 2005, or the 2005 Amendment, and as of January 1, 2011, or the 2011 Amendment. Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force but any benefits granted subsequently are subject to the provisions of the amended Investment Law. Similarly, the 2011 Amendment introduced new benefits instead of the benefits granted in accordance with the provisions of the Investment Law prior to the 2011 Amendment, yet companies entitled to benefits under the Investment Law as in effect up to January 1, 2011 were entitled to choose to continue to enjoy such benefits, provided that certain conditions are met, or elect instead irrevocably to forego such benefits and elect the benefits of the 2011 Amendment.

The following discussion is a summary of the Investment Law prior to its amendments as well as the relevant changes contained in the new legislation.

Tax benefits for Approved Enterprises approved before April 1, 2005

Generally, an investment program that is implemented in accordance with the provisions of the Investment Law, referred to as an “Approved Enterprise”, is entitled to certain benefits. These benefits may include cash grants from the Israeli government and tax benefits, based upon, among other things, the location of the facility in which the investment is made or the election of the grantee. An approval from the Investment Center of the Israeli Ministry of Economy (formerly the Ministry of Industry and Trade), or the Investment Center, must be received in order to obtain Approved Enterprise status. Each certificate of approval for an Approved Enterprise relates to a specific investment program that is defined both by the financial scope of the investment, including sources of funds, and by the physical characteristics of the facility or other assets. The tax benefits available under any certificate of approval relate only to taxable income attributable to the specific program and are contingent upon meeting the criteria set out in the certificate of approval.

An Approved Enterprise may elect to forego any entitlement to the grants otherwise available under the Investment Law and, instead, participate in an alternative benefits program. We chose to receive benefits through the alternative benefits program. Under the alternative benefits program, a company’s undistributed income derived from an Approved Enterprise will be exempt from corporate tax for a period of between two and ten years from the first year of taxable income, depending upon the geographic location in Israel of the Approved Enterprise, and a reduced corporate tax rate of between 10% to 25% for the remainder of the benefits period, depending on the level of foreign investment in the company in each year, as detailed below. The benefits commence on the date in which that taxable income is first earned. The benefits period under Approved Enterprise status is limited to 12 years from the year the enterprise commences its operations, or 14 years from the year of the approval as an Approved Enterprise, whichever ends earlier. If a company has more than one Approved Enterprise program or if only a portion of its capital investments are approved, its effective tax rate is the result of a weighted combination of the applicable rates. The tax benefits from any certificate of approval relate only to taxable income attributable to the specific Approved Enterprise. Income derived from activity that is not integral to the activity of the Approved Enterprise will not enjoy tax benefits.

A company that has an Approved Enterprise program is eligible for further tax benefits if it qualifies as a Foreign Investors’ Company, or FIC. An FIC eligible for benefits is essentially a company with a level of foreign investment, as defined in the Investment Law, of more than 25%. The level of foreign investment is measured as the percentage of rights in the company (in terms of shares, rights to profits, voting and appointment of directors), and of combined share and loan capital, that are owned, directly or indirectly, by persons who are not residents of Israel. The determination as to whether or not a company qualifies as an FIC is made on an annual basis. An FIC that has an Approved Enterprise program will be eligible for an extension of the period during which it is entitled to tax benefits under its Approved Enterprise status (so that the benefit periods may be up to ten years) and for further tax benefits if the level of foreign investment exceeds 49%. If a company that has an Approved Enterprise program is a wholly owned subsidiary of another company, then the percentage of foreign investment is determined based on the percentage of foreign investment in the parent company.

The corporate tax rates and related levels of foreign investments with respect to an FIC that has an Approved Enterprise program are set forth in the following table:

Percentage of non-Israeli ownership		Corporate Tax Rate

Over 25% but less than 49%		25%
49% or more but less than 74%		20%
74% or more but less than 90%		15%
90% or more		10%

A company that has elected to participate in the alternative benefits program and that subsequently pays a dividend out of the income derived from the portion of its facilities that have been granted Approved Enterprise status during the tax exemption period will be subject to tax in respect of the amount of dividend distributed (grossed up to reflect such pre-tax income that it would have had to earn in order to distribute the dividend) at the corporate tax rate that would have been otherwise applicable if such income had not been tax-exempted under the alternative benefits program. This rate generally ranges from 10% to 25%, depending on the extent to which non-Israeli shareholders hold such company’s shares.

In addition, dividends paid out of income attributed toan Approved Enterprise (or out of dividends received from a company whose income is attributed toan Approved Enterprise) are generally subject to withholding tax at the rate of 15%, or at a lower rate provided under an applicable tax treaty. The 15% tax rate is limited to dividends and distributions out of income derived during the benefits period and actually paid at any time up to 12 years thereafter. After this period, the withholding tax is applied at a rate of up to 30%, or at a lower rate under an applicable tax treaty. In the case of an FIC, the 12-year limitation on reduced withholding tax on dividends does not apply.

The Investment Law also provides that an Approved Enterprise is entitled to accelerated depreciation on its property and equipment that are included in an approved investment program. This benefit is an incentive granted by the Israeli government regardless of whether the alternative benefits program is elected.

The benefits available to an Approved Enterprise are subject to the fulfillment of conditions stipulated in the Investment Law and its regulations and the criteria in the specific certificate of approval with respect thereto, as described above. If a company does not meet these conditions, it would be required to refund the amount of tax benefits, adjusted to the Israeli consumer price index and interest.

In our case, subject to compliance with applicable requirements stipulated in the Investment Law and its regulations and in the specific certificate of approval, as described above, the portion of our undistributed income derived from our Approved Enterprise program approved in 2001 was to be exempt from income tax for a period of two years, followed by five years with tax rate of 25% on income derived from our Approved Enterprise investment programs. The period of tax benefits for such Approved Enterprise was to expire in 2015 or earlier, depending on when and whether we were to generate taxable income from such Approved Enterprise’s operations. In February 2007, we received a letter from the Investment Center stating that our Approved Enterprise from April 2001 was about to be terminated if we did not submit a final performance report. We decided not to pursue the completion of this investment plan, as we had not had any tax benefits from it, and we have instead opted for tax benefits pursuant to the 2011 Amendment, as described below.

Tax benefits under the 2005 Amendment that became effective on April 1, 2005.

The 2005 Amendment applies to new investment programs and investment programs commencing after 2004, and does not apply to investment programs approved prior to April 1, 2005. The 2005 Amendment provides that terms and benefits included in any certificate of approval that was granted before the 2005 Amendment became effective (April 1, 2005) will remain subject to the provisions of the Investment Law as in effect on the date of such approval. Pursuant to the 2005 Amendment, the Investment Center will continue to grant Approved Enterprise status to qualifying investments. The 2005 Amendment, however, limits the scope of enterprises that may be approved by the Investment Center by setting criteria for the approval of a facility as an Approved Enterprise, such as provisions generally requiring that at least 25% of the Approved Enterprise’s income is derived from export.

An enterprise that qualifies under the new provisions is referred to as a Benefited Enterprise, rather than Approved Enterprise. The 2005 Amendment provides that the approval of the Investment Center is required only for Approved Enterprises that receive cash grants. As a result, a company is no longer required to obtain the advance approval of the Investment Center in order to receive the tax benefits previously available under the alternative benefits program. Rather, a company may claim the tax benefits offered by the Investment Law directly in its tax returns, provided that its facilities meet the criteria for tax benefits set forth in the 2005 Amendment. A company that has a Benefited Enterprise may, at its discretion, approach the Israeli Tax Authority for a pre-ruling confirming that it is in compliance with the provisions of the Investment Law.

In order to receive the tax benefits, the 2005 Amendment states that a company must make an investment which meets all the conditions set forth in the amendment for tax benefits and which exceeds a minimum amount specified in the Investment Law. Such investment entitles a company to a Benefited Enterprise status with respect to the investment, and may be made over a period of no more than three years from the end of the year in which the company requested to have the tax benefits apply to the Benefited Enterprise. Where a company requests to have the tax benefits apply to an expansion of existing facilities, only the expansion will be considered to be a Benefited Enterprise, and the company’s effective tax rate will be the weighted average of the applicable rates. In such case, the minimum investment required in order to qualify as a Benefited Enterprise must exceed a certain percentage of the value of the company’s production assets before the expansion.

The extent of the tax benefits available under the 2005 Amendment to qualifying income of a Benefited Enterprise depends on, among other things, the geographic location of the Benefited Enterprise. Such tax benefits include an exemption from corporate tax on undistributed income for a period of between two to ten years, depending on the geographic location of the Benefited Enterprise in Israel, and a reduced corporate tax rate of between 10% to 25% for the remainder of the benefits period, depending on the level of foreign investment in the company in each year, as explained above.

Dividends paid out of income attributed to a Benefited Enterprise (or out of dividends received from a company whose income is attributed to a Benefited Enterprise) are generally subject to withholding tax at the rate of 15% or such lower rate as may be provided in an applicable tax treaty. The reduced rate of 15% is limited to dividends and distributions out of income attributed to a Benefited Enterprise during the benefits period and actually paid at any time up to 12 years thereafter, except with respect to an FIC, in which case the 12-year limit does not apply. Furthermore, a company qualifying for tax benefits under the 2005 Amendment which pays a dividend out of income attributed toits Benefited Enterprise during the tax exemption period will be subject to tax in respect of the amount of the dividend distributed (grossed-up to reflect the pre-tax income that it would have had to earn in order to distribute the dividend) at the corporate tax rate that would have otherwise been applicable.

The benefits available to a Benefited Enterprise are subject to the fulfillment of conditions stipulated in the Investment Law and its regulations. If a company does not meet these conditions, it would be required to refund the amount of tax benefits, adjusted to theconsumer price index and interest, or other monetary penalty.

Tax benefits under the 2011 Amendment that became effective on January 1, 2011.

The 2011 Amendment canceled the availability of the benefits granted in accordance with the provisions of the Investment Law prior to 2011 and, instead, introduced new benefits for income generated by a “Preferred Company” through its Preferred Enterprise (as such terms are defined in the Investment Law) as of January 1, 2011. A Preferred Company is defined as either (i) a company incorporated in Israel which is not wholly owned by a governmental entity or (ii) a limited partnership that (a) was registered under the Israeli Partnerships Ordinance and (b) all of its limited partners are companies incorporated in Israel, but not all of them are governmental entities; whichhas, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax rate of 15% with respect to its preferred income attributed to its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located in a certain development zone, in which case the rate will be 10%. Such corporate tax rate was reduced to 12.5% and 7%, respectively, in 2013 and is increased to 16% and 9%, respectively, in 2014 and thereafter. Income derived by a Preferred Company from a ‘Special Preferred Enterprise’ (as such term is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rate of 8%, or to 5% if the Special Preferred Enterprise is located in a certain development zone.

Dividends paid out of income attributed to a Preferred Enterprise are generally subject to withholding tax at source at the rate of 15% (20% with respect to dividends to be distributed on or after January 1, 2014) or such lower rate as may be provided in an applicable tax treaty. However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, withholding tax at a rate of 15% (20% with respect to dividends to be distributed on or after January 1, 2014) or such lower rate as may be provided in an applicable tax treaty will apply).

The 2011 Amendment also provided transitional provisions to address companies already enjoying current benefits under the Investment Law. These transitional provisions provide, among other things, that unless an irrevocably request is made to apply the provisions of the Investment Law as amended in 2011with respect to income to be derived as of January 1, 2011: (i) the terms and benefits included in any certificate of approval that was granted to an Approved Enterprise, which chose to receive grants, before the 2011 Amendment became effective, will remain subject to the provisions of the Investment Law as in effect on the date of such approval, and subject to certain conditions ; (ii) the terms and benefits included in any certificate of approval that was granted to an Approved Enterprise, which had participated in an alternative benefits program, before the 2011 Amendment became effective, will remain subject to the provisions of the Investment Law as in effect on the date of such approval, provided that certain conditions are met; and (iii) a Benefited Enterprise can elect to continue to benefit from the benefits provided to it before the 2011 Amendment became effective, provided that certain conditions are met.

As we were no longer eligible for any benefits under our previous Approved Enterprises, in early May 2011we informed the Israel Tax Authority that we opted to be subject to the provisions of the Investment Law under the 2011 Amendment, effective as of January 1, 2011.

November 2012 Amendment

Pursuant to an amendment to the Investment Law which became effective on November 12, 2012, a company that elects by November 11, 2013 to pay a reduced corporate tax rate as set forth in that amendment (rather than the regular corporate tax rate applicable to an Approved Enterprise\Benefited Enterprise earnings) with respect to undistributed exempt earnings accumulated by the company until December 31, 2011, will be entitled to distribute dividends from such earnings without being required to pay additional corporate tax with respect to such dividends. A company that has so elected must make certain qualified investments in Israel over the five-year period commencing in the year of such election. A company that has elected to apply the amendment cannot withdraw from its election. In January 2013, we elected to benefit from that reduced corporate tax rate on our exempt Approved Enterprise earnings, and we paid the Israeli Tax Authority approximately $787 thousand in respect of our undistributed exempt earnings in connection with that election. That election (and related tax payment) released our entire exempt Approved Enterprise earnings, constituting approximately $7.9 million, for distribution. We then distributed that entire $7.9 million amount in February 2013 and March 2013, as described under “Dividend Distribution Policy” in Item 8 below.

Law for the Encouragement of Industrial Research and Development, 5744-1984

Under the Law for the Encouragement of Industrial Research and Development, 5744- 1984, or the Research Law, and the regulations promulgated thereunder, research and development programs approved by the Research Committee of the Office of the Chief Scientist, or the Research Committee, are eligible for grants or loans if they meet certain criteria, in return for the payment of royalties from revenues derived from products incorporating know-how developed within the framework of each such program or derived from such program (including ancillary services in connection with such program). Once a project is approved, the Office of the Chief Scientist of Israel, or the OCS, will award grants of up to 50% of the project’s expenditures in return for royalties, usually at rates between 3% to 5% of sales of products developed with such grants, usually up to an aggregate of 100% (for programs funded prior to 1994, 100% to 150%) of the dollar-linked value of the total grants received in respect of such program (or, for grants received on or after January 1, 1999, until 100% of the dollar value plus LIBOR interest is repaid).

For information regarding restrictions upon and conditions to (a) the manufacture outside of Israel of products using technology developed using OCS funding and (b) the transfer of such technology to a non-Israeli entity whether through the direct transfer of the technology or through a transaction involving the company that received such funding, see “Item 5 – Operating and Financial Review and Prospects - Research and development, patents and licenses, etc.”

Tax Benefits and Grants for Research and Development

Israeli tax law allows, under certain conditions, a tax deduction for research and development expenditures, including capital expenditures, for the year in which they are incurred. Such expenditures must relate to scientific research and development projects, and must be approved by the relevant Israeli government ministry, determined by the field of research, and the research and development must be for the promotion or development of the company. Furthermore, the research and development must be carried out by or on behalf of the company seeking such tax deduction. The amount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects. Expenditures not approved by the relevant Israeli government ministry, but otherwise qualifying for deduction, are deductible over a three-year period. . However, the amounts of any government grants made available are subtracted from the amount of the deductible expenses.

Law for the Encouragement of Industry (Taxes), 5729- 1969

The Law for the Encouragement of Industry (Taxes), 5729-1969, or the Industry Encouragement Law , provides several tax benefits for an “Industrial Company”. Pursuant to the Industry Encouragement Law, a company qualifies as an Industrial Company if it is an Israeli resident company which was incorporated in Israel and at least 90% of its income in any tax year (other than income from certain government loans) is generated from an “Industrial Enterprise” that it owns and located in Israel. An “Industrial Enterprise” is defined as an enterprise whose major activity, in a given tax year, is industrial production.

An Industrial Company is entitled to certain tax benefits, including:

Deduction of the cost of the purchases of patents, or the right to use a patent or know-how used for the development or promotion of the Industrial Enterprise, over an eight year period commencing on the year in which such rights were first exercised;

Straight-line deduction of expenses related to a public offering in equal amounts over a three-year period commencing on the year of offering; and

The right to elect, under certain conditions, to file a consolidated tax return together with Israeli Industrial Companies controlled by it.

Eligibility for benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority.

We believe that we currently qualify as an Industrial Company within the definition under the Industry Encouragement Law. We cannot assure you that we will continue to qualify as an Industrial Company or that the benefits described above will be available in the future.

Liquidity and Capital Resources

We finance our operations primarily from funds provided by operations. We believe that our accumulated cash, in addition to cash generated from operations and available funds, will be sufficient to meet our cash requirements for working capital and capital expenditures for at least the next 12 months. While our net cash balance has remained positive at all times historically (at least since our initial public offering in 1996) up until the current time, we have recently (in February 2013) obtained a short-term bank credit line in an amount of up to $5 million, which we refer to as our short-term credit line, in order to provide us with greater financial flexibility, given our several operational locations around the globe. (The material terms of that short-term credit line are described further below in this “Liquidity and Capital Resources” section.)

If cash generated from operations or from our short-term credit line is insufficient to satisfy our liquidity requirements, we may sell additional equity or debt securities or obtain additional credit facilities. There is no assurance that if and when we would need to obtain additional credit facilities, that banks or other financial institutions would agree to provide to us any such facilities on reasonable terms, or that they would agree to provide us any credit at all.

Cash Flows During Fiscal 2013 and Cash Position as of the End of Fiscal 2013

As of December 31, 2013, we had $13.1 million in cash and cash equivalents as compared to $11.9 million as of December 31, 2012.

During 2013, net cash provided by operating activities was $3.5 million, and was mainly comprised of our net profit (before income attributable to the non-controlling interest) of $4.9 million, depreciation and amortization of $1.0 million, increase in accrued severance pay of $0.5 million, and stock based compensation expenses of $0.2 million, as partially offset by decrease in trade payables, accrued expenses and other liabilities of $0.7 million, increase in deposits with insurance companies and severance pay fund of $0.4 million, increase in account receivables and prepaid expenses of $0.9 million and decrease in net deferred tax assets of $1.1 million.

During 2013, net cash used in investing activities was $0.5 million, and was solely comprised of $0.5 million used for capital expenditures. Our capital expenditures for 2013 were mostly for the purchase of computers, computer equipment and software, and other office equipment.

During 2013, net cash used in financing activities was $2.1 million, and was comprised of $7.9 million of cash distributions to shareholders, offset in part mainly by $5.8 million of proceeds provided from issuance of shares in a public offering.

The above-described activities caused: our aggregate amount of cash and cash equivalents to increase to $13.1 million as of December 31, 2013, as compared to $11.9 million as of December 31, 2012 and $11.8 million as of December 31, 2011; our short-term credit obligations to be $0.0 million as of December 31, 2013, as compared to $0.0 million as of December 31, 2012 and $0.1 million as of December 31, 2011; and our long-term credit obligations to remain at $0 as of December 31, 2013, as compared to $0 as of December 31, 2012 and $0 as of December 31, 2011.

As of December 31, 2013, our working capital was $11.7 million and our total assets were $37.4 million, as compared to $8.5 million and $34.4 million, respectively, as of December 31, 2012. The increase in working capital resulted mainly from an increase of cash and cash equivalents of $1.1 million, an increase in trade receivables of $0.8 million, increase in other trade receivables of $0.6 million, a decrease in accrued expenses and other payables of $0.8 million, offset in part by an increase in deferred revenues of $0.1.

Our trade receivables, net of allowance for doubtful accounts totaled $6.8 million on December 31, 2013, as compared to $6.0 million on December 31, 2012 and $5.8 million on December 31, 2011. The collection cycle for such trade receivables remained practically unchanged during 2013 as compared to 2012. We believe that, generally, the quality of receivables remained unchanged, and we will continue our efforts to shorten our collection cycles. Nevertheless, we cannot guarantee that collection cycles from one or more of our customers or resellers will not lengthen relative to the past.

Dividend Distributions in Early 2013

On February 4, 2013 and March 5, 2013, we paid two additional cash distributions to shareholders (in addition to the distributions that we paid in 2012) in total aggregate amounts of approximately $4.0 million and $3.9 million, respectively.

Our utilization of cash resources for distributions to our shareholders in February 2013 and March 2013 was based on a specific court approval that we had obtained. In November 2011, our board of directors authorized, and on April 18, 2012, an Israeli court approved, up to $10 million of cash distributions out of paid-in capital that we could make over the course of a 12 month period following the court approval, subject to subsequent declaration by our board of directors of specific payments out of the total potential distribution amount, and subject to certain approvals from the Israeli Tax Authority. Out of that $10 million amount, we distributed an aggregate of approximately $7.9 million, which was paid out in February 2013 and March 2013 (as described above). Because of the expiration of the 12 month period approved by the court, future dividend distributions, if any, will need to meet the usual requirements of the Companies Law (as described in “Item 8. Financial Information—Dividend Distribution Policy” below).

Short-Term Bank Credit Line

Under the terms of a short-term credit line, which was extended to us by Bank Leumi le-Israel B.M., or the Bank, pursuant to a letter agreement dated February 11, 2013, we were entitled to draw a maximum principal amount of up to $5 million during the 12 month period starting February 11, 2013. The amounts drawn and the specific due periods therefor were to be determined at our discretion and bear interest at a variable interest rate that was based on the rate set by the Bank for similar U.S. dollar variable term loans to its other clients, plus a margin of 2% per annum. Interest was payable on a quarterly basis (at the end of each quarter). Utilized principal at the 12 month anniversary was to be due in full by the 18 month anniversary of the letter agreement, to be repaid via six equal installments on a monthly basis from the 12 month anniversary until the 18 month anniversary of the letter agreement. In connection with our entry into the credit line agreement, we were reqired to pay a non-refundable transaction fee equal to 0.75% of the $5 million credit. We were furthermore required to pay a commitment fee throughout the 12 months following the date of the letter agreement that was based on the unutilized portion of the $5 million credit during that period of time, as well as other customary bank commissions.

The short-term credit line agreement imposed customary financial covenants upon us throughout the term of the agreement, including covenants that relate to: (i) liquidity (requiring that our aggregate balance of cash, cash equivalents and short-term investments equal or exceed NIS 3 million (approximately $0.81 million, based on the representative exchange rate reported by the Bank of Israel on February 11, 2013); (ii) profitability (requiring that our annual EBITDA equal or exceed $3 million); (iii) a limitation on leverage (requiring that our EBITDA to debt ratio equal or exceed 0.6 at all times). The credit line agreement also imposed certain other covenants, including: negative pledge arrangements concerning our and our subsidiaries’ intellectual property; restrictions on our merging without prior written Bank consent; restrictions on our allowing a change of control of our company without prior written Bank consent; and restrictions on our payment of dividends (as defined in the Companies Law), interest, management fees, indemnity fees, compensation fees, advice fees or any other sums from our profits or capital, or from any other source, in excess of the $10 million distribution amount approved by the Israeli court on April 18, 2012 (as described above). The credit line agreement required us to provide the Bank with copies of our annual and quarterly financial statements, as filed by us with the SEC.

Our covenants were to be in force only as long and during any time when there were or would become due to the Bank by us any amounts whatsoever on account of loans, credits and/or any other liabilities. In the event there would have no such liabilities, we should not be bound by the above-mentioned covenants, and the Bank's sole and exclusive remedy in the event that we would not then meet any of those covenants during the relevant periods shall be to refuse to extend any credit or other banking services pursuant to the short-term credit line.

On February 26, 2013 we drew upon the full $5 million amount of the above-mentioned short-term credit line. On June 26, 2013 we repaid $2.5 million of the drawn amount and on September 17, 2013 we repaid the remaining $2.5 million of the drawn amount, and at such time we also requested the Bank to close this credit line. As a result, as of September 17, 2013, this credit line was fully repaid and terminated in all respects.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents, short-term investments and accounts receivable. Our cash and cash equivalents and short-term investments are invested in deposits mainly with major banks in the United States, Europe and Israel. We believe that the financial institutions holding our cash funds are financially sound. Our accounts receivable are generated from a large number of customers located in Europe, Asia, the United States and Israel. We perform ongoing evaluations of our accounts receivable and maintain an allowance for doubtful accounts that we believe is adequate to cover all anticipated losses with respect to our accounts.

Impact of Inflation and Currency Devaluation on Results of Operations, Liabilities and Assets

Although part of our revenues are denominated and paid in U.S. dollars, the majority are not so denominated and paid. Therefore we believe that inflation and fluctuations in the U.S. dollar exchange rate may have a material effect on our results of operations. The cost of our Israel operations, as expressed in U.S. dollars, is influenced by the extent to which any increase in the rate of inflation in Israel is not offset (or is offset on a lagging basis) by a devaluation of the NIS in relation to the U.S. dollar.

The average representative exchange rate between the U.S. dollar and the NIS, reflecting an average of buying and selling prices published by banks during the period, as published by the Bank of Israel, decreased during 2013, to NIS 3.601 to one dollar, after having increased during 2012, to NIS 3.844 to one dollar for 2012, from NIS 3.5791 to one dollar for 2011. The average representative exchange rate was as follows for each of the five most recent fiscal years:

Period	Exchange Rate
January 1, 2009 - December 31, 2009	NIS 3.923/$1
January 1, 2010 - December 31, 2010	NIS 3.732/$1
January 1, 2011 - December 31, 2011	NIS 3.579/$1
January 1, 2012 – December 31, 2012	NIS 3.844/$1
January 1, 2013 – December 31, 2013	NIS 3.609/$1

As a whole, the exchange rates between the U.S. dollar and the NIS were lower on average in 2013 relative to 2012, and have decreased slightly further thus far in 2014. From the start to the conclusion of 2013, the exchange rate decreased, from NIS 3.733 for one dollar at the start of the year to NIS 3.471 for one dollar at the end of the year, and has continued to decrease since the conclusion of 2013, having dropped to an average representative exchange rate of NIS 3.497 for one dollar over the course of the period since December 31, 2013 (through March 31, 2014). The high and low exchange rates between the U.S. dollar and NIS during the 6 most recent months, as published by the Bank of Israel, have been as follows:

MONTH	LOW (1 U.S. dollar = NIS)	HIGH (1 U.S. dollar = NIS)
October 2013	3.518	3.567
November 2013	3.519	3.569
December 2013	3.471	3.530
January 2014	3.483	3.507
February 2014	3.496	3.549
March 2014	3.459	3.504

In 2011, the rate of Israeli inflation was approximately 2.2% and the U.S dollar devalued against the NIS by 4.1% (based on average representative exchange rates). In 2012, the rate of Israeli inflation was approximately 1.6%, and the U.S. dollar appreciated relative to the NIS by 7.8% (based on average representative exchange rates). In 2013, the rate of Israeli inflation was approximately 1.8% and the U.S dollar devalued against the NIS by 7.0% (based on average representative exchange rates).

Since our financial results are reported in dollars, fluctuations in the rates of exchange between the dollar and non-dollar currencies may have a material effect on our results of operations. We therefore use currency exchange forward contracts and currency exchange options to hedge the impact of the variability in the exchange rates on future cash flows from certain Euro-denominated transactions, as well as certain NIS-denominated expenses. Our policy is to hedge up to 100% of our Euro denominated future cash flows to protect against a reduction in reported operating income arising from depreciation of the Euro relative to the U.S. dollar and to hedge up to 100% of our NIS denominated expenses to protect against an increase in reported expenses arising from depreciation of the U.S. dollar relative to the NIS. However, we may decide not to hedge in accordance with this policy where, in our judgment, the applicable exchange rate is sufficiently low. The counter-parties to our forward contracts and currency exchange options are major financial institutions with high credit ratings. We believe that the risk of incurring losses on such forward contracts and currency exchange options related to credit risks is remote and that any losses would be immaterial. As of December 31, 2013, we had no currency exchange forward transactions. See “Item 11 - Quantitative and Qualitative Disclosure about Market Risk” for a description of hedging and other similar transactions.

Research and development, patents and licenses, etc.

We conduct our research and development operations primarily in Israel and to a small extent in Russia. Following the merger with Gibbs System in January 2008 we also have substantial research and development operations in California. Our research and development efforts have been financed through internal resources and through programs sponsored by the OCS. In the years ended December 31, 2013, 2012 and 2011, our gross research and development expenditures were $7.4 million, $7.0 million and $6.7 million respectively (constituting 17% of total revenues in each such year). Prior to 2001, we were granted royalty-bearing grants from the OCS for research and development activities. Under the provisions of Israeli law in effect until 1996, royalties of 2%-3% of the revenues derived from the sale of software products developed under a research and development program funded by the OCS and certain related services must be paid to the State of Israel. Pursuant to an amendment effected in 1996 with respect to OCS programs funded in or after 1994, royalties of revenues derived from products developed according to such programs are generally payable to the State of Israel at the rate of 3% during the first three years, 4% over the following three years and 5% in or after the seventh year of the relevant OCS program. The maximum aggregate royalties will not, however, exceed 100% (for programs funded prior to 1994, 100% to 150%) of the U.S. dollar-linked value of the total grants received from the OCS. Pursuant to an amendment effected in 2000, effective with respect to OCS programs funded in or after 2000, the royalty rates described above were updated to 3%, during the first three years, and 3.5%, in or after the fourth year, of the revenues derived in connection with products developed under such programs. Pursuant to an amendment effected on January 1, 1999 with respect to OCS programs approved in or after 1999, funds received from the OCS shall bear annual interest at a rate equal to LIBOR for twelve months. As of December 31, 2013, we had no contingent liability with respect to such grants, due to the agreement that we reached with the OCS in July 2012, as described in the paragraph immediately below.

We had believed that the majority of products that we have sold since January 1, 2005 were not based on technology developed with funds provided by the OCS and that, accordingly, such sales were not to be subject to the payment of royalties to the OCS. Therefore, the royalty reports that we submitted to the OCS for the period starting January 1, 2005 and thereafter reflected significantly reduced royalty obligations in comparison to our royalty reports for the years prior to 2005. Nevertheless, we had accrued royalty expenses in the amount of approximately $2.9 million in our financial statements for the periods from January 1, 2005 through March 31, 2010, but we did not pay to the OCS any royalties associated with the products mentioned above during those periods. During the second half of 2005 we initiated a process with the OCS in an attempt to obtain the agreement of the OCS with our position and to the cessation of our obligation to pay future royalties. This process culminated in July 2012 with our entry into an agreement with the OCS pursuant to which we paid to the OCS approximately $2.5 million, and the OCS exempted us from any further royalty reports and payments, other than as may be required under applicable law in the event of a transfer of know-how outside of Israel (as described in the paragraphs below). As a result of this agreement, we recorded additional income of approximately $0.4 million, reflected as a lower cost of revenue in our 2012 statements of operations.

The State of Israel does not own proprietary rights in technology developed with OCS funding and there is no restriction on the export of products manufactured using technology developed with OCS funding. The technology is, however, subject to transfer restrictions. These restrictions may impair our ability to sell our technology assets or to outsource manufacturing and the restrictions continue to apply even after we paid the full remaining amount of royalties payable for the grants in July 2012. In addition, the restrictions may impair our ability to consummate a merger or similar transaction in which the surviving entity is not an Israeli company.

The transfer to a non-Israeli entity of technology developed with OCS funding, including pursuant to a merger or similar transaction, and the transfer of rights related to the manufacture of more than ten percent (10%) of a product developed with OCS funding are subject to approval by an OCS committee and to the fulfillment of certain conditions, including the making of certain payments to the OCS, as described in the Israeli Law for the Encouragement of Industrial Research and Development, 1984, as amended, and related regulations.

In the years ended December 31, 2013, 2012 and 2011, we paid or accrued royalties to the OCS in the amount of approximately $0, $2.5 million and $0, respectively. The payment in 2012 was made in connection with the agreement that we reached with the OCS in July 2012, as described above. As a result of that agreement, further accruals will not be necessary.

In addition to the OCS grants, we received grants from the Fund for the Encouragement of Overseas Marketing of the Israeli Government’s Ministry of Industry and Trade, or the Marketing Fund, with respect to which we are obligated to pay royalties amounting to 3% to 4% of the incremental exports, up to a maximum of 100% of the grants received.

On July 16, 2013, we received a letter from the Marketing Fund claiming that we did not properly calculate the amount of exports for the years 2008 through 2011. The Marketing Fund has requested that we provide export reports calculated based on the Marketing Fund’s alleged method of calculation . On August 1, 2013, we responded to the Marketing Fund stating our position that we believe we properly calculated the amount of exports. On October 2, 2013, we received another letter from the Marketing Fund, claiming again (among other technical matters) that we did not properly calculate the amount of exports for the years 2008 through 2011. In a letter dated November 3, 2013, we fulfilled the technical requests appearing in the October 2, 2013 letter, and re-iterated our position regarding the method of exports calculations for the years 2008 through 2011. Although we believe that our position is strong, in the event that it is determined that we should follow the Marketing Fund’s approach, we would be required to pay royalties in the amount of the entire not-yet repaid grant of approximately $0.6 million.

In the years ended December 31, 2013, 2012 and 2011, we paid or accrued royalties to the Marketing Fund in the amount of approximately $23,000, $0 and $0, respectively, based on our calculation method.

Our contingent liability as of December 31, 2013 with respect to the Marketing Fund grants was $0.6 million, contingent upon our incremental exports.

In addition, until June 2011, we participated in a four year project of the European Sixth Research and Technological Development Framework Program, as part of a consortium led by European companies, with respect to machining of very high precision parts and molds aimed at mass production of optical lenses. Grants received under this project are not subject to any future royalty payments. In each of 2013, 2012 and 2011, we did not receive, nor did we record in our profit and loss statements, any such grants, and we do not expect to receive any such grants in the future.

Trend Information

We are subject to various trends and uncertainties in the CAD/CAM business, including changing customer demands, new products developed by competitors, consolidation of operations and the use of cost-cutting measures. Following is a summary of the material trends and uncertainties influencing our operations:

Cash and Cash Equivalents. During 2011, 2012 and 2013, we have experienced continued increase in cash and cash equivalents, in amounts of approximately $1.6 million, $0.1 million and $1.1 million, respectively. Other than our cash generated from operating activities during these three years, the primary factors that affected our cash flows were as follows: (a) during 2011, 2012 and 2013, we distributed cash dividends of approximately $3.2 million, $2.9 million and $7.9 million, respectively, in the aggregate; (b) in 2012, we paid approximately $2.5 million as a final payment to the OCS; and (c) in 2013, we offered and sold ordinary shares to the public, which raised net proceeds by approximately $5.8 million.

Migration to Far East. Many mold, tool, die and fixture makers as well as discrete part manufacturers have migrated or intend to migrate their operations to markets in the Far East, such as China, in order to take advantage of the relatively lower cost of labor available in those markets for the manufacturing activities. We anticipate that this migration will continue and have expanded our operations in Asia, including in China, South Korea, India and several smaller countries, in order to increase our share of those growing markets. Certain of those markets are characterized by lower prices and by higher usage of pirated copies of software products. While certain of those markets are also much larger than a number of our traditional markets in Europe and the U.S., to the extent that we cannot offset the effects of lower prices and higher incidents of pirated software usage, our revenues and profitability may be adversely affected.

Maintenance Revenues. It has been our experience that most of our customers who purchase maintenance contracts elect to receive maintenance services from us on a continuing basis. While customers in most markets do purchase maintenance services from us, our customers in certain countries in the Far East generally do not purchase maintenance but instead purchase product upgrades on a case-by-case basis. Accordingly, our maintenance revenues may be adversely impacted to the extent that our customer base shifts to those certain markets in the Far East where customers often do not purchase maintenance and there is no corresponding increase in customers in other markets.

Movement in Prices. The strong competition in the software business generally, and in the CAD/CAM business specifically, caused prices of products in our industry to decrease in past years. Such decrease in software prices had resulted in a decrease in our revenues and thus in our profits. Nevertheless, in more recent years, we have seen that this trend has moderated, and does not even exist in certain territories. If the foregoing trend renews, however, we may have to employ cost-reduction measures in order to remain profitable.

Risk Factors. In addition, our results of operations and financial condition may be affected by various other factors discussed in “Item 3 - Key Information - Risk Factors”, including market acceptance of our products, changes in political, military or economic conditions in Israel and in the Middle East, general slowing of local or global economies and decreased economic activity in one or more of our target industries.

Off-Balance Sheet Arrangements

Other than as described in the following paragraph, we are not party to any off-balance sheet arrangements or subject to any contingent liabilities:

As consideration for grants received from the Fund for the Encouragement of Overseas Marketing of the Israeli Government’s Ministry of Industry and Trade, or the Marketing Fund, we are obligated to pay such Fund royalties amounting to 3% to 4% of the incremental exports, up to a maximum of 100% of the grants received. Our contingent liability as of December 31, 2012 was $0.6 million, contingent upon our incremental exports. For more information about our position with the Marketing Fund, see “Research and development, patents and licenses, etc.” above in this Item 5, as well as Note 8.C. to our consolidated financial statements for the year ended December 31, 2013, which are included elsewhere in this annual report.

F.	Tabular Disclosure of Contractual Obligations

The following table summarizes our contractual obligations and commercial commitments as of December 31, 2013:

	Payments due by Period (US$, in thousands)
Contractual Obligations as of December 31, 2013	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Operating Leases		8,421		1,811		3,428		3,009		173
Purchase Obligations and Commitments (1)		2,850		1,065		1,785		-		-
Total Contractual Cash Obligations		11,271		2,876		5,213		3,009		173

(1) Certain obligations to software vendors reflected in the amounts recorded in this row assume that we achieve minimum revenue levels. To the extent that our revenues are lower than such minimum levels, our obligations will be reduced accordingly.

Item 6. Directors, Senior Management and Employees.

Directors and Senior Management

As of the date of this annual report, our directors, senior management and key employees are as follows:

Name	Age	Position
Yossi Ben Shalom	59	Chairman of the Board
William F. Gibbs	60	Director
Dan Haran	56	President, Chief Executive Officer and Director
David Golan	73	Director
Eti Livni	63	External Director
Rami Entin	62	External Director
Ilan Erez	46	Chief Financial Officer

Yossi Ben Shalom, our Chairman of the Board since May 2008 and a director since February 2002, is a co-founder of DBSI. Prior to establishing DBSI, Mr. Ben Shalom served as Executive Vice President and Chief Financial Officer of Koor Industries Ltd. (NYSE:KOR), from 1998 through 2000. Prior to that, he served as Chief Financial Officer of Tadiran Ltd. Mr. Ben Shalom has also been an active director on numerous boards, such as NICE Systems (NASDAQ:NICE), Machteshim Agan, Bank Klali and others. Mr. Ben Shalom holds a bachelor’s degree in economics and a master’s degree in business administration from Tel Aviv University.

William F. Gibbs, our President North America and a director since early 2008, is the founder of Gibbs System (also known as Gibbs and Associates), the makers of GibbsCAM. He joined our company on January 2, 2008, upon the merger of Gibbs System into our wholly owned subsidiary. Mr. Gibbs worked as a mechanical design engineer from 1972 to 1978. He designed his first CAM system for the Hasbach Co., as their VP of software development from 1978 to 1982. He started Gibbs and Associates as a contract programming service for CNC part programming in 1982, beginning CAM software development for the Macintosh computer in 1984. GibbsCAM, the 2nd generation Gibbs System software, was first released in 1993. Mr. Gibbs holds a Bachelor of Science degree in computer science from the California State University at Northridge California.

Dan Haran has been our President and Chief Executive Officer since July 2005 and was elected to our board of directors in September 2013. Mr. Haran joined Cimatron as Vice President of Marketing and Chief Operating Officer in November 2003 after having been employed by Comverse (NASDAQ:CMVT) where he held several senior management positions, most recently as Chief Operating Officer of the Intelligent Network Division. Prior to Comverse, Mr. Haran managed Medcon Systems, an Israeli-based start-up company. Mr. Haran holds a bachelor of science degree in computer engineering from the Technion, a master of science degree from the Weitzman Institute, and a master of business administration degree from Tel Aviv University.

David Golan has been a member of our board of directors since 1992 and is a former Chairman of the Board. Mr. Golan is currently an independent businessman and a director of several publicly traded as well as privately owned companies . Previously he was an executive director in the Binat Group and served on the board of directors of several public and private companies. From May 1998 to September 2000 Mr. Golan was Managing Director in charge of Zeevi Holdings’ investments. From March 1997 to May 1998, he was the Chief Executive Officer of Zeevi Holdings Ltd. From 1992 to March 1997, he was Executive Vice President and then President of Clal Trading Ltd. Mr. Golan was formerly president of Gal Weisfield Industries Ltd. Mr. Golan holds a bachelors degree in economics and statistics from Hebrew University in Jerusalem and a master’s degree in business administration from New York University.

Eti Livni, one of our external directors since April 2008, is currently active as a lawyer in commercial issues, environmental issues, intellectual property and also serves as an arbitrator and mediator in various disputes. Ms. Livni also currently serves as a director in various Israeli public and private companies, including Suny Electronics Ltd., AIG Israel, Yozma Pension Fund, The Holocaust Restitution Company of Israel, the Israel Military Industry (IMI), New Makefet Pension and Benefit Funds Management Ltd., and Alrov Ltd. From 2003 until 2006, Ms. Livni served as a member of the 16th Knesset and as a member of several Knesset committees. From 1999 until 2006, Ms. Livni was a member of the Shinui Party and was also acting as head of the women’s section in the party. From 1995 until 2003, Ms. Livni acted as a member of the managing committee of the Israeli Bar Association and as a member of the Association’s ethics committee. Ms. Livni holds an L.L.B from the Hebrew University of Jerusalem, and is a certified lawyer in Israel.

Rami Entin, an external director of ours since May 2005, also currently serves as the chairman of the board of Hilan-Tech Ltd., of Incentives Solutions Ltd. and of Avnet Data Security Ltd., as an external director of B.S.P. Biological Signals Processing Ltd., Babylon Ltd. and Avgol Ltd., and as a director of Inter Colony Ltd. From 2002 until 2003, Mr. Entin was the chairman of the Hashavim Group, a data center for direct taxation and employment laws and a processor of wages and personnel data. From 1999 until 2001, Mr. Entin was Co-Chief Executive Officer and a director of Hilan-Tech Ltd., where he was in charge of financial, personnel, sales and marketing and Lotus Notes operations. From 1985 until 1999 he was financial manager and a director of Hilan Ltd., where he was in charge of financial and personnel operations. From 1981 until 1985, Mr. Entin worked for Kesselman & Kesselman, an accounting firm, where he served various publicly traded companies engaged in the services and industry fields. Mr. Entin holds a B.A. degree in accounting and economics and an M.B.A. degree from the Tel Aviv University, and is a certified accountant in Israel. He is also a graduate of the Advanced Management Program at Harvard University.

Ilan Erez joined us as VP Finance in May 2005 and became our Chief Financial Officer in July 2005. From 1998 to 2005, Mr. Erez served as the Chief Financial Officer of Silicom Ltd. (NASDAQ:SILC), an industry-leading provider of high-performance server/appliances networking solutions. He also served as VP Operations of Silicom from May 2001 until his departure, and has served as external director of Silicom since July 2010. From 1996 to 1998 Mr. Erez served as a Controller and assistant to the Chief Executive Officer at Bio-Dar Ltd. From 1994 until 1996 Mr. Erez served as an auditor at Kesselman & Kesselman, a member of PriceWaterhouseCoopers. Mr. Erez is a Certified Public Accountant in Israel and holds a B.A in Accounting and Economics from the Hebrew University in Jerusalem and an LL.M. in Business Law from Bar-Ilan University.

Arrangements for the Election of Directors

There are no currently effective arrangements or understandings pursuant to which any of our directors or members of our senior management was selected to serve in such capacity

Compensation

During the year ended December 31, 2013, we paid, in the aggregate, approximately $1.81 million in direct remuneration to our directors and officers for services provided by them to our company in such capacities. Such sum includes amounts expended by us for automobiles and other fringe benefits made available to our officers, but excludes amounts that we have reimbursed to our officers for strict business expenses such as travel, professional and business association dues and expenses (which do not constitute benefits “in kind”). We pay each of our external directors, as well as Mr. David Golan (and paid to Mr. William F. Gibbs, until September 10, 2013), an annual fee of approximately $9,300, plus approximately $470 for each meeting of the board of directors or a committee thereof attended, which amounts are linked to the Israeli consumer price index, plus reimbursement for expenses incurred in connection with the discharge of responsibilities as a board member, including attendance at meetings of the board of directors.

In September 2013, our annual general meeting of shareholders approved the payment of specific compensation amounts for each of our Chairman of the Board and our Chief Executive Officer. Based on those approvals, our Chairman of the Board, Mr. Yossi Ben-Shalom, is now entitled to an annual fee of approximately $9,300 and a fee of approximately $470 per meeting of our board of directors and any committee thereof, which amounts are linked to the Israeli consumer price index, exclusive of reimbursement of any expenses for attending such meetings. In addition, Mr. Ben-Shalom was granted 48,000 restricted ordinary shares.

Also based on those shareholder approvals, our Chief Executive Officer, Mr. Dan Haran, is entitled to an annual bonus based on our annual profit, subject to certain adjustments, and was furthermore granted 72,000 restricted ordinary shares in his capacity as our Chief Executive Officer.

Mr. William Gibbs received a one-time grant of 30,000 restricted ordinary shares at that same September 2013 annual general shareholder meeting in acknowledgement of his efforts on our company’s behalf (beyond in his role as a director).

Please see “Item 7—Major Shareholders and Related Party Transactions” for a description of the employment agreement entered into with Mr. Gibbs, and the terms pursuant to which Cimatron Gibbs LLC leases office space from Mr. Gibbs.

Board Practices

Our articles provide for a board of directors of not less than two members. Each director, with the exception of external directors who are elected to serve for set periods of time (as described below), is elected to serve until the next annual general meeting of shareholders and until his or her successor has been duly elected. Officers serve at the discretion of the board.

Substitute Directors

Our articles provide that any director may, by written notice to us, appoint another person to serve as a substitute director and may cancel such appointment. A person may not serve as a substitute director for more than one director and may not serve both as a director and as a substitute director.

The term of appointment of a substitute director may be for one meeting of our board of directors or for a specified period or until notice is given of the cancellation of the appointment. Any substitute director will have all of the rights and obligations of the director appointing him or her, except the power to appoint a substitute (unless the instrument appointing him or her provides otherwise), and the right to remuneration. The substitute director may not act at any meeting at which the director appointing him or her is present. Unless the appointing director limits the time period or scope of any appointment, the appointment is effective for all purposes, but will expire upon the expiration of the appointing director’s term. To our knowledge, no director currently intends to appoint any other person as a substitute director, except if the director is unable to attend a meeting of the board of directors.

External Directors

The Companies Law requires Israeli companies with shares that have been offered to the public in or outside of Israel to appoint at least two external directors. A person may not be appointed as an external director if the person is a relative of the controlling shareholder of the company or if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly subject, or any entity under the person’s control, has, as of the date of the person’s appointment to serve as external director, or had, during the two years preceding that date, any affiliation or one of certain other prohibited relationships with the company or any person or entity controlling (or relative of such controlling person), controlled by or under common control with the company (or, in the case of a company with no controlling shareholder, any affiliation or one of certain other prohibited relationships with a person serving as chairman of the board, chief executive officer, a substantial shareholder or the most senior office holder in the company’s finance department). The term “affiliation” and the similar types of prohibited relationships include:

● an employment relationship;

● a business or professional relationship, even if not maintained on a regular basis (but excluding a de minimis level relationship);

● control; and

● service as an office holder (as defined in the Companies Law and described under “Item 10— Articles of Association; Israeli Companies Law— Approval of Certain Transactions Under the Companies Law” below).

No person may serve as an external director if the person’s position or other business activities create, or may create, a conflict of interest with the person’s responsibilities as an external director or may otherwise interfere with the person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority or of an Israeli stock exchange. A person may furthermore not continue to serve as an external director if he or she accepts, during his or her tenure as an external director, direct or indirect compensation from the company for his or her role as a director, other than amounts prescribed under the Companies Law regulations (as described below) or indemnification, the company's undertaking to indemnify such person, exemption and insurance coverage. If, at the time of election of an external director, all other directors who are not the company's controlling persons or their relatives are of the same gender, the external director to be elected must be of the other gender.

External directors are to be elected by a majority vote at a shareholders’ meeting, provided that either:

the majority voted in favor of election includes a majority of the shares held by non-controlling shareholders who do not have a personal interest in the election of the external director (other than a personal interest not deriving from a relationship with a controlling shareholder) that are voted at the meeting (abstentions are disregarded in this calculation), or

the total number of shares held by non-controlling, disinterested shareholders (as described in the previous bullet-point) voted against the election of the director does not exceed two percent (2%) of the aggregate voting rights in the company.

The initial term of an external director is three years and may be extended by the general meeting of shareholders, for up to two additional three year terms, provided that his or her service for each such additional term is recommended by one or more shareholders holding at least one percent (1%) of the company’s voting rights and is approved by a majority at a shareholders meeting, which majority must include both criteria described above with respect to his or her initial election. In addition, under regulations promulgated under the Companies Law, an external director of a public company whose shares are also registered for trading in certain stock exchanges outside of Israel, like ours, may be elected for additional three year terms (in excess of the original six year term) provided that in light of such external director’s expertise and special contribution to the work of the company’s board of directors and audit committee, the re-election of such external director is for the benefit of the company. The same special majority is required for election of the external director for each additional three-year term.

An external director may be removed from office only: (i) by a court, upon determination that the external director to be so removed ceased to meet the statutory qualifications for his or her appointment or if he or she violated his or her duty of loyalty to the company; (ii) by the same percentage of shareholders, acting through a shareholders meeting, as is required for his or her election, if the board of directors has determined that the external director to be so removed has ceased to meet the statutory qualifications for his or her appointment or violated his or her duty of loyalty to the company and has proposed the removal to the shareholders. Such determination by the board of directors is to be made in the first meeting of the board of directors to be convened following learning of the said cessation or violation. An external director who ceases to meet the conditions for his or her service as such must notify the company immediately and such service shall cease immediately upon such notification.

Following the termination of an external director’s service on a board of directors, such former external director and his or her spouse and children may not be provided a direct or indirect benefit by the company, its controlling shareholder or any entity under its controlling shareholder’s control, including engagement to serve as an executive officer or director of the company or a company controlled by its controlling shareholder or employment by, or providing services to, any such company for consideration, either directly or indirectly, including through a corporation controlled by the former external director, for a period of two years (which prohibition also applies to other relatives of the former external director for a period of one year).

Each committee of a company’s board of directors that has the right to exercise powers delegated by the board must include at least one external director, and each of the audit committee and compensation committee is required to include all of the external directors. Our external directors are Eti Livni and Rami Entin, who were reelected in April 2014 and will complete their current terms in April 2017, in accordance with Israeli law.

An external director is entitled to certain compensation as provided in regulations adopted under the Companies Law but is otherwise prohibited from receiving any other compensation, directly or indirectly, in connection with service provided as an external director or otherwise to the company.

Under the Companies Law, at least one of the external directors serving on a company’s board of directors is required to have “accounting and financial expertise” and the other external director or directors are required to have “professional expertise.” A director is deemed to have “professional expertise” if he or she either (i) has an academic degree in economics, business management, accounting, law or public service, (ii) has an academic or other degree or has completed other higher education, all in the field of business of the company or relevant for his/her position, or (iii) has at least five years experience as either a senior managing officer in the company’s line of business with a significant volume of business, a public office, or a senior position in the company’s main line of business. A director with “accounting and financial expertise” is a director that due to his or her education, experience and skills has a high expertise and understanding in financial and accounting matters and financial statements, in such a manner which allows him to deeply understand the financial statements of the company and initiate a discussion about the presentation of financial data. However, under regulations promulgated under the Companies Law, a public company whose shares are also registered for trading in certain stock exchanges outside of Israel, like ours, is not required to appoint an external director with accounting and financial expertise, if at such time there is another director serving on the board of directors of such company who has accounting and financial expertise and who is an independent director for purposes of membership on the audit committee thereof, in accordance with the applicable laws of the state in which such shares are registered (and the rules and regulations of such foreign stock exchange). Our board of directors has determined that Mr. Entin has the requisite “accounting and financial expertise” while Ms. Livni has “professional expertise” as required of our external directors under the Companies Law.

Qualifications of Directors Generally Under the Companies Law

Under the Companies Law, the board of directors of a publicly traded company is required to make a determination as to the minimum number of directors (not merely external directors) who must have accounting and financial expertise (according to the same criteria described above with respect to external directors under “—External Directors”). In accordance with the Companies Law, the determination of the board should be based on, among other things, the type of the company, its size, the volume and complexity of its activities and the number of directors. Based on the foregoing considerations, our board of directors has determined that the number of directors with accounting and financial expertise in our company shall be not less than one. As described above under “—External Directors,” currently Mr. Rami Entin has been determined by the board to possess such accounting and financial expertise.

Unaffiliated Directors Under the Companies Law

Under the Companies Law, the audit committee of a publicly traded company must consist of a majority of unaffiliated directors. An “unaffiliated director” is defined as an external director and as a director who meets the following criteria:

he or she meets the qualifications for being appointed as an external director, except for (i) the requirement that the director be an Israeli resident (which does not apply to companies whose securities have been offered outside of Israel or are listed outside of Israel) and (ii) the requirement for accounting and financial expertise or professional qualifications; and

he or she has not served as a director of the company for a period exceeding nine consecutive years. For this purpose, a break of less than two years in the service shall not be deemed to interrupt the continuation of the service.

The Companies Law further provides that a company may also elect to impose, via the adoption of a proposed set of corporate governance rules, certain requirements with respect to the membership of unaffiliated directors on the board of directors. Those requirements, if undertaken by a company, mandate that (i) if the company has no controlling shareholder or no shareholder that holds at least 25% of the company’s voting rights, most of the members of the board must be unaffiliated directors, whereas (ii) if the company has a controlling shareholder or a shareholder that holds at least 25% of the voting rights, then at least one-third of the directors need to be unaffiliated directors.

As of the date of this annual report, we have not elected to adopt these corporate governance rules.

Board Committees

Audit Committee

In addition to the foregoing requirement with respect to the majority of its members being unaffiliated directors, the Companies Law requires public companies such as ours to appoint an audit committee, comprised of at least three directors, including all of the external directors, one of whom must serve as chairman of the committee. The chairman of the board of directors, or any director employed by or otherwise providing services to the company or to a controlling shareholder or any entity controlled by a controlling shareholder, may not be a member of the audit committee. Under the Companies Law (as amended in 2011), our audit committee is responsible for (i) determining whether there are delinquencies in the business management practices of the company, including in consultation with the company’s internal auditor or the independent auditor, and making recommendations to the board to improve such practices, (ii) determining whether to approve certain related party transactions (including compensation of office holders (as defined under “Item 10— Articles of Association; Israeli Companies Law— Approval of Certain Transactions Under the Companies Law” below)) or transactions in which an office holder has a personal interest and whether such transactions are extraordinary or insignificant, (iii) where the board of directors approves the working plan of the internal auditor, to examine such working plan before its submission to the board and propose amendments thereto, (iv) examine the company's internal controls and internal auditor's performance, including whether the internal auditor has sufficient resources and tools to dispose of his responsibilities (taking into consideration the company's special needs and size), (v) examine the scope of the company's auditor's work and compensation and submit its recommendation with respect thereto to the corporate organ considering the appointment thereof (either the board or the general meeting of shareholders) and (vi) determine procedures with respect to the treatment of company employees' complaints as to the management of the company's business and the protection to be provided to such employees. An audit committee may not approve an action or a transaction with a controlling shareholder, or with an office holder, or take any other action required under the Companies Law, unless at the time of approval a majority of the committee’s members are present, of whom a majority consist of independent directors and at least one of them is an external director.

The NASDAQ Listing Rules and U.S. securities laws likewise require that we maintain an audit committee, consisting of at least three independent directors, all of whom (a) do not have any relationship to the company that may interfere with the exercise of their independence, and (b) must be financially literate. Under the NASDAQ rules and the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the audit committee (i) has the sole authority and responsibility to select, evaluate, and, where appropriate, replace the company’s independent auditors, (ii) is directly responsible for the appointment, compensation and oversight of the work of the independent auditors for the purpose of preparing its audit report or related work, and (iii) is responsible for establishing procedures for (A) the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters, and (B) the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters. The audit committee is required to consult with management but may not delegate these responsibilities. In addition, under the Sarbanes-Oxley Act, the audit committee is responsible, among other things, for the following:

Review in advance, and granting any appropriate pre-approvals of, (i) all audit and non-audit services to be provided by the independent auditors and (ii) all fees and other terms of engagement;

Review and discussion with management and the independent auditors of the company’s quarterly financial statements (including the independent auditors’ review of the quarterly financial statements) prior to any required submission to shareholders, the Securities and Exchange Commission, or SEC, any stock exchange or the public;

Review and discussion with management and the independent auditors of the company’s annual audited financial statements prior to any required submission to shareholders, the SEC, any stock exchange or the public;

Recommendation to the board of directors, if appropriate, that the company’s annual audited financial statements be included in the company’s annual report;

Review and discussion with management of all disclosures made by the company concerning any material changes in the financial condition or operations of the company;

Review of disclosures made to the audit committee by the company’s chief executive officer and chief financial officer during their certification process for the company’s annual report about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the company’s internal controls; and

Review and approval of all related-party transactions.

We have adopted a formal audit committee charter that we have implemented, embodying these responsibilities.

As of the date of this annual report, Mr. David Golan, Ms. Eti Livni and Mr. Rami Entin serve as members of our audit committee.

Compensation Policy and Committee

In accordance with a December 2012 amendment to the Companies Law, our board of directors appointed a compensation committee. Under that Companies Law amendment, we also were required to adopt, and actually adopted, a policy regarding the terms of engagement of office holders, or a compensation policy. Such compensation policy was set by our board, after considering the recommendations of our newly-appointed compensation committee, and was approved by our shareholders in September 2013.

Our compensation policy serves as the basis for decisions concerning the financial terms of employment or engagement of office holders, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy relates to certain factors, including advancement of the company’s objectives, the company’s business and its long-term strategy, and creation of appropriate incentives for executives. It also considers, among other things, the company’s risk management, size and the nature of its operations. Under the Companies Law amendment, the compensation committee is responsible for (a) recommending the compensation policy to our board of directors for its approval (and subsequent approval by our shareholders) and (b) duties related to the compensation policy and to the compensation of our office holders as well as functions previously fulfilled by our audit committee with respect to matters related to approval of the terms of engagement of office holders, including:

recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three (3) years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years);

recommending to the board periodic updates to the compensation policy;

assessing implementation of the compensation policy; and

determining whether the compensation terms of the chief executive officer of the company need not be brought to approval of the shareholders (under special circumstances).

The compensation committee must consist of at least three (3) members, including all of our external directors. Each remaining compensation committee member must be a director whose compensation does not exceed an amount that may be paid to an external director. The compensation committee is subject to the same Companies Law restrictions as the audit committee as to (a) committee membership and (b) who may not be present during committee deliberations (as described under “Item 10. Additional Information—Articles of Association; Israeli Companies Law— Approval of Certain Transactions Under the Companies Law” below).

The NASDAQ Listing Rules also require that the compensation of the chief executive officer and all other executive officers of our company be determined, or be recommended to the board for determination, either by a majority of the independent directors, or by a compensation committee consisting solely of independent directors. We have opted to follow home country practice (and comply with the Companies Law requirements described above) for our compensation committee in lieu of these NASDAQ requirements, given that the two sets of requirements are not identical. See Item 16.G of this annual report (“Corporate Governance”) below.

As appointed by our board of directors in December 2012, the members of our compensation committee consist of Ms. Eti Livni and Mr. Rami Entin, our external directors, as well as Mr. David Golan, whose compensation is equal to that of our external directors.

Internal Auditor

Under the Companies Law, a company’s board of directors must appoint an internal auditor, nominated by the audit committee. The role of the internal auditor is to examine, among other matters, whether the company’s actions comply with the law and orderly business procedure. Under the Companies Law, the internal auditor may be an employee of the company but not an office holder, or an affiliate, or a relative of an office holder or affiliate, and he may not be the company’s independent accountant or its representative. During November 2007, we appointed Fahn Kanne Control Management, a member firm of Grant Thornton, as our internal auditor.

NASDAQ Exemptions for a Foreign Private Issuer

We are a foreign private issuer within the meaning of NASDAQ Listing Rule 5005(a)(18), since we are incorporated in Israel and we meet the other criteria set forth for a “foreign private issuer” under Rule 3b-4(c) under the Exchange Act. Therefore, pursuant to NASDAQ Listing Rule 5615(a)(3), we may follow home country practice in lieu of certain provisions of the NASDAQ Listing Rule 5600 series and certain other NASDAQ Listing Rules. Pursuant to this allowance, we have opted out from complying with the majority independence requirement for our board of directors as a whole under NASDAQ Listing Rule 5605(b), given the fact that Israeli law (i.e., the Companies Law) does not impose such a requirement, and we have furthermore opted out from compliance with several other NASDAQ Listing Rules. Please see “Item 16G. Corporate Governance” below for a description of the manner in which we rely upon home country practice in lieu of complying with certain NASDAQ Listing Rules.

Directors’ Severance Benefits Upon Termination of Employment

Except for the employment agreement entered into by our subsidiary Cimatron Gibbs LLC with William Gibbs in his role on behalf of such subsidiary (as described below in “Item 7— Major Shareholders and Related Party Transactions— Related Party Transactions”) we have not entered into any service contracts with any members of our board of directors that provide for specific benefits upon termination of employment. Other than any termination notice provisions under Mr. Gibbs’ employment contract, the only severance pay benefits that may be provided are required under Israeli law and are described below in the section titled “Employees”.

Employees

The following table sets forth, as of the end of each of the last three financial years, the number of our employees (including subcontracted employees) broken down by category of activity:

As of December 31,	2013		2012		2011
Research and Development		77		75		74
Marketing, Sales and Customer Support		187		183		182
Management, Administration and Information Systems		26		26		25
Total		290		284		281

The following table sets forth, as of the end of each of the last three financial years, the number of our (and our subsidiaries’) employees broken down by geographic location:

As of December 31,	2013		2012		2011
Israel		92		89		90
Russia		4		4		4
North America (Cimatron Technologies Inc.)		18		18		16
North America (Cimatron Gibbs LLC)		63		62		59
Germany		38		34		32
Italy		35		36		37
China		31		28		31
India		1		1		1
Brazil		1		1		1
Korea		11		11		10
Total		290		284		281

Certain provisions of the collective bargaining agreements between the Histadrut (General Federation of Labor in Israel) and the Coordination Bureau of Economic Organizations (including the Industrialists’ Associations) are applicable to our employees in Israel by order of the Israeli Ministry of Labor. These provisions concern principally the length of the workday, minimum daily wages for professional workers, insurance for work-related accidents, procedures for dismissing employees, determination of severance pay and other conditions of employment. We generally provide our employees with benefits and working conditions beyond the required minimums. In addition to salary and other benefits, certain of our marketing personnel are paid commissions based on our performance in certain territories worldwide.

Israeli law generally requires severance pay, which may be funded via Managers’ Insurance (as described below), upon the retirement or death of an employee or termination of employment without cause (as defined in the law). The payments related thereto amount to approximately 8.33% of wages. The majority of our employees in Israel have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963, or Section 14. Pursuant to Section 14, our employees, covered by this section, are entitled only to monthly deposits, at such 8.33% rate, made on their behalf by our company, covering potential severance payments to them. Payments in accordance with Section 14 release us from any future severance liabilities in respect of those employees. With regards to employees in Israel that are not subject to Section 14, our liability for severance pay is calculated pursuant to the Severance Pay Law, based on the most recent salary of the relevant employee and the number of years of employment. Such employees are entitled to one month’s salary for each year of employment (or a portion thereof for additional corresponding partial years of employment). Our liability for such employees is fully provided for via monthly deposits to Managers’ Insurance (as described below).

Israeli employees and employers are furthermore required to pay predetermined sums to the National Insurance Institute, which is similar to the United States Social Security Administration. Such amounts also include payments by the employee for national health insurance. The total payments to the National Insurance Institute are equal to approximately 17.43% of the employee’s wages (up to a specified amount), of which the employee contributes approximately 69% and the employer contributes approximately 31%.

A general practice that we follow, which, as of May 2006, is also legally required, is the contribution of funds on behalf of our employees to a fund known as “Managers’ Insurance.” This fund provides a combination of savings plan, insurance and severance pay benefits to the employee, giving the employee payments upon retirement or death and securing the severance pay, if legally entitled, upon termination of employment. While prior to May 2006 we could decide whether each employee was entitled to participate in the plan, after that date, we are required to enable participation of all employees in the plan. Each employee is required to contribute an amount equal to 5% of his or her basic salary per month for the Managers’ Insurance and we contribute an additional amount equal to between 13.3% and 15.8% of the monthly basic salary.

Share Ownership

2004 Share Option Plan

In October 2004, our board of directors and shareholders adopted the 2004 Share Option and Restricted Shares Incentive Plan, or the 2004 Share Option Plan, pursuant to which 240,000 ordinary shares were reserved for issuance upon the exercise of options to be granted to our directors, officers, employees and consultants. The 2004 Share Option Plan is administered by our board of directors, which designates the optionees and dates of grant. The exercise price of an option granted under the 2004 Share Option Plan may be no less than 95% of the fair market value of an ordinary share, as determined by our board of directors on the date that an option is granted. Options granted vest over a period determined by the board, terminate ten years from the date of grant, unless otherwise determined by the board, and are non-assignable except by the laws of descent. The board has the authority to amend the terms of the 2004 Share Option Plan, provided that any such amendment does not adversely effect any options granted thereunder. Each grantee is responsible for all personal tax consequences of a grant and the exercise thereof. Following various option grants over the course of 2005, in December 2005, our board of directors increased the 2004 Share Option Plan reserve by an additional 250,000 shares. In May 2006, August 2007, January 2008 and April 2008, we granted additional options at various exercise prices to certain of our officers and employees. In November 2007, our board of directors approved the transfer of a pool of 618,500 unallocated Ordinary Shares from our prior share option plan, the 1998 Share Option Plan, to the 2004 Share Option Plan for future grants.

In 2011, our board of directors approved an amendment to the 2004 Share Option Plan that provides that (i) options and restricted shares may be granted pursuant to the “capital gains route” under Section 102 of the Israeli Income Tax Ordinance, 1961 and (ii) the exercise price at which options may be exercised may be adjusted by our board of directors due to dividend distributions that we may make from time to time.

As of the date of this annual report, there are no outstanding options held by any of our directors, officers, employees and consultants under our 2004 Share Option Plan or any other plan.

On September 10, 2013, we granted an aggregate of 334,500 restricted shares under the 2004 Share Option Plan to certain of our directors, officers and employees, and on April 30, 2014, we granted an aggregate of 30,000 restricted shares under the 2004 Share Option Plan to certain of our directors, all in consideration for a purchase price of NIS 0.10 per share, subject to a reverse vesting schedule of three years, such that the Company's right to repurchase the shares for no consideration, shall lapse with respect to 33.33% on the first anniversary from the date of grant and thereafter each quarter of continued engagement with the Company, 8.3325% of the restricted shares shall be released from the Company's repurchase right.

We intend to grant additional options and/or restricted shares under the 2004 Share Option Plan to our directors, executive officers and employees. At April 30, 2014 a reserve of 277,417 shares were available under the 2004 Share Option Plan for grants of options or restricted shares to our directors, officers, employees and consultants.

Beneficial Ownership by Officers and Directors

Our board members and executive officers beneficially own, in the aggregate, 241,899 or approximately 2.2% of our outstanding ordinary shares, of which 234,000 outstanding shares are in the form of restricted shares held by our directors and executive officers under our 2004 Share Option Plan. These restricted shares were issued to these respective board members and/or management members (as appropriate) based on their payment of the par value (NIS 0.10 per share). The restricted shares are subject to a vesting schedule of 3 years, with our right to repurchase the shares for no consideration lapsing with respect to 33.33% of the shares on the first anniversary of the date of grant and thereafter with respect to 8.3325% of the applicable grant on a quarterly basis (as long as the grantee is continuously engaged by our company).

As of the date of this annual report, there are no outstanding options held by any of our directors and executive officers under our 2004 Share Option Plan or any other plan.

The ordinary shares held by our directors and executive officers do not have voting rights that differ from those enjoyed by all holders of our ordinary shares.

Item 7. Major Shareholders and Related Party Transactions.

Major Shareholders

The following table sets forth information, as of April 30, 2014, concerning the beneficial ownership (as defined in Form 20-F promulgated by the SEC) of our ordinary shares by (i) any person who is known to us to own at least 5% of the ordinary shares of our company (to which we sometimes refer hereafter as a “major shareholder”) and (ii) all of our directors and executive officers as a group. As of April 30, 2014, there were 10,761,397 ordinary shares issued and outstanding. The voting rights of our major shareholders do not differ from the voting rights of all other holders of our ordinary shares.

Name and Address	Number of Ordinary Shares		Percent of Ordinary Shares
Wellington Trust Company, NA (1) Wellington Management Company, LLP 280 Congress Street Boston, MA 02210		945,761		8.8	%
Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio(2) c/o Wellington Trust Company 280 Congress Street Boston, MA 02210		622,960		5.8	%
All directors and executive officers as a group (7 persons)		241,899		2.2	%

(1)

Beneficial ownership information is based on separate amendments to Schedules 13G filed by Wellington Trust Company, NA, or Wellington Trust, and Wellington Management Company, LLP, or Wellington Management, with the SEC on February 14, 2014.Wellington Management, in its capacity as investment adviser, may be deemed to beneficially own the ordinary shares that appear next to its name in the above table, which shares are held of record by its clients. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, those ordinary shares. No such client is known to have such right or power with respect to more than 5% of our ordinary shares, other than Wellington Trust.

(2)

Beneficial ownership information is based on a Schedule 13G filed by Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio with the SEC on April 10, 2014.

Recent Significant Changes in the Percentage Ownership of Major Shareholders

The beneficial ownership of our former major shareholder, 3Kotek 2 B.V., or Kotek, was reduced from 550,000 (or 5.91% of our outstanding ordinary shares) as of December 31, 2011, to 400,000 ordinary shares (or approximately 4.3% of our outstanding ordinary shares) as of December 31, 2012, such that it no longer holds 5% of our outstanding ordinary shares. This information is based on Kotek’s latest Schedule 13G amendment, filed with the SEC on February 4, 2013. We are unaware of possible subsequent changes in its percentage ownership.

Pursuant to open market transactions in September 2011 (1,075 ordinary shares), February 2013 (88,277 ordinary shares) and March 2013 (199,300 ordinary shares), our former major shareholder DBSI sold an aggregate of 288,652 ordinary shares, which reduced its beneficial ownership from 4,265,950, or approximately 46% of our outstanding shares, to 3,977,298 ordinary shares, constituting approximately 42.49% of our outstanding ordinary shares.

Also pursuant to open market transactions in September 2011 and again in February and March 2013, Mr. William F. Gibbs sold an aggregate of 93,500 ordinary shares, reducing his beneficial ownership from 1,500,666 ordinary shares (including 666 shares underlying vested options), or approximately 16.4% of our outstanding shares, to 1,408,500 ordinary shares (including 2,000 ordinary shares underlying vested options), constituting approximately 15.05% of our outstanding ordinary shares.

Pursuant to underwriting agreements, dated March 21, 2013 and May 21, 2013, that they entered into with our company and Roth Capital Partners, LLC, as sole underwriter, in March, April and May 2013, DBSI and William F. Gibbs offered and sold all of the remaining ordinary shares held by them (consisting of 3,977,298 and 1,408,500 ordinary shares (representing 42.5% and 15.1,% of our outstanding ordinary shares), respectively, including ordinary shares sold upon exercise by the underwriter of its overallotment options under the underwriting agreements).

Record Holders

As of April 23, 2014, there were 25 record holders of our Ordinary Shares, of which 13 were United States record holders owning an aggregate of approximately 99.9% of our outstanding Ordinary Shares. Such number of record holders and such percentage of our Ordinary Shares are not representative of the actual number of beneficial holders of our Ordinary Shares, and actual percentage of our Ordinary Shares, that are held in the United States.

Related Party Transactions

Services Agreement

Pursuant to a management services agreement that was assigned to it in full following multiple assignments from certain of our former major shareholders (and upon the consummation of the sale of 1,700,000 of our ordinary shares to it on June 24, 2008, and the related approval of our shareholders at such time), DBSI provided us with certain management services, including, but not limited to, executive management and certain other related services as were agreed upon from time to time by us and the former major shareholder originally party to the agreement. The amount that we paid for services under this agreement totaled NIS 1.34 million or $0.37 million in the year ended December 31, 2013. Effective as of September 10, 2013, this services agreement was terminated, based on DBSI’s notice to us.

Lease Agreement

Prior to its merger with our subsidiary, Gibbs System leased office space in Moorpark, California from a limited liability corporation controlled by Mr. Gibbs. In connection with the merger in 2008, the lease was assigned to us, as a result of which we lease the space from that limited liability corporation. At the time of the assignment of the lease, we entered into an amendment to the original terms of the lease, pursuant to which the expiration date for the term of the lease was brought forward from 2020 to December 31, 2012, with an option for us to extend the lease for an additional five years. Also a result of the lease amendment, the rent that we were obligated to pay during the initial term of the lease was $24,710 per month (in lieu of $22,464 per month).

In August 2012, we exercised our option to extend the lease for an additional five years, ending on December 31, 2017, under the same terms (including rent payment obligations) as existed prior to the extension.

Registration Rights

In October 2004, following approval by our board of directors, our audit committee and the requisite majority of our disinterested shareholders, in accordance with the related party transaction requirements of Israeli law, we entered into a registration rights agreement with Koonras and DBSI, then our two largest shareholders. Under the agreement, Koonras and DBSI had the right, subject to various conditions and limitations, to require us to file a registration statement for the resale of their shares or to include their shares in certain registration statements that we file. On June 3, 2008, in connection with the sale of certain of its ordinary shares to Kotek, Koonras assigned to Kotek all registration rights applicable to such shares under the registration rights agreement.

In January 2008, in connection with the merger of our subsidiary with Gibbs System, we granted to Mr. Gibbs certain registration rights with respect to the ordinary shares issued to him as part of the merger consideration. The grant of such registration rights was approved by our board of directors. Pursuant to the registration rights agreement entered into with him, Mr. Gibbs had the right, subject to various conditions and limitations, to include his shares in certain registration statements that we file.

In furtherance of our obligations to each of DBSI, Kotek and Mr. Gibbs under the above-described registration rights agreements, on September 8, 2009, we filed an F-3 registration statement registering the resale of the ordinary shares held by each such shareholder. Such registration statement was declared effective by the SEC on December 9, 2009. As described above in this Item 7 under “Recent Significant Changes in the Percentage Ownership of Major Shareholders,” DBSI and William F. Gibbs initially effected sales of an aggregate of 288,652 and 93,500 ordinary shares, respectively, via open market transactions under this registration statement, and subsequently offered and sold an additional aggregate of 3,977,298 and 1,408,500 ordinary shares, respectively, under the registration statement and accompanying prospectus supplements in March, April and May 2013, by means of two underwritten offerings for which Roth Capital Partners, LLC served as sole underwriter. We have no further obligations to any parties under the foregoing registration rights agreements, as all ordinary shares subject to those agreements have been sold by our former major shareholders party thereto.

Employment Agreement with William F. Gibbs

In connection with the merger with Gibbs System in January 2008, Cimatron Gibbs LLC, our subsidiary into which the Gibbs System business was merged, entered into an employment agreement with Mr. Gibbs. The agreement provides, among others, for (i) an annual base salary of $160,000, (ii) an annual bonus based on increases in contribution to our sales in North America and to the sale of Gibbs System products, and (iii) other fringe benefits as customary for comparable officers of our company group in the United States. Mr. Gibbs also signed non-compete undertakings for our benefit. The employment agreement may be terminated by our subsidiary at any time upon three months prior written notice. In the event of termination by our subsidiary without cause (as defined under the agreement), Mr. Gibbs would be entitled to payment of all then-accrued but unpaid salary and benefits, and a pro-rata portion of the bonus determined by the company’s management to be otherwise due to Mr. Gibbs for the applicable calendar quarter or year, as appropriate, in exchange for a release of claims to be executed by Mr. Gibbs. On February 15, 2008, we announced that Mr. Gibbs was appointed as President, North America of our company. Mr. Gibbs, who continues to maintain his position as President and CEO of Cimatron Gibbs LLC, is now responsible for promoting both CimatronE and GibbsCAM product lines in North America.

Item 8. Financial Information.

Consolidated Statements and Other Financial Information

Our consolidated financial statements and other financial information are included in this annual report in “Item 18— Financial Statements”.

Legal Proceedings

Currently, and in the recent past, we are not and have not been a party to any legal proceedings, nor are there any legal proceedings (including governmental proceedings) pending or, to our knowledge, threatened against us or our subsidiaries, that our management believes, individually or in the aggregate, would have a significant effect on our financial position or profitability. From time to time, we may become party to litigation relating to the ordinary course of our operations. We intend to defend against any claims to which we may become subject, and to proceed with any claims that we may need to assert against third parties, in a vigorous fashion.

Dividend Distribution Policy

Our company does not have an official dividend distribution policy. Certain of our enterprises are Approved Enterprises (as defined under the Israeli Law for the Encouragement of Capital Investments, 1959). In the event of a distribution to shareholders of cash dividends out of earnings subject to the exemption from the payment of corporate tax provided to an Approved Enterprise, we would be subject to tax at a rate of 25%. In our consolidated financial statements, until and including December 31, 2011, we did not provide an allowance for deferred taxes on future distributions of tax-exempt earnings, as our management and board of directors had determined not to make any distribution that may result in such tax liability to us. Accordingly, such earnings were considered to be permanently reinvested. Our tax-exempt earnings may be distributed to shareholders without subjecting us to taxes only upon a complete liquidation of our company. We may, nevertheless, make distributions of funds from earnings that were not tax exempt without subjecting our company to tax liability.

On May 12, 2011 and August 4, 2011, we declared special cash dividends of NIS 0.45 and NIS 0.80 per Ordinary Share, respectively (approximately $0.12 and $0.22, based on the exchange rate published by the Bank of Israel as of the payment dates), which were paid on June 20, 2011 and September 12, 2011 to shareholders of record as of May 31, 2011 and August 24, 2011, respectively. On May 17, 2012 and November 7, 2012, we declared special cash dividends of NIS 0.78 per share and NIS 0.41 per share, respectively (approximately $0.20 and $0.11, based on the exchange rate published by the Bank of Israel as of the payment dates), which were paid on June 25, 2012 and December 17, 2012 to shareholders of record as of June 4, 2012 and November 28, 2012, respectively. We believe that these distributions were not made out of earnings subject to the exemption from the payment of corporate tax provided to an Approved Enterprise.

In November 2011, our board of directors approved, subject to approval by an Israeli court (which was subsequently obtained on April 18, 2012), up to an additional $10 million of cash distributions that we were permitted to make over the course of a 12 month period following the court approval, subject to subsequent declaration by our board of directors of specific payments out of the total potential distribution amount, and subject to certain approvals from the Israeli Tax Authority. Court approval was required because we had no substantial distributable earnings (as such term is defined under the Companies Law) and we instead needed to make such potential distributions (if any) from additional paid-in capital. Israeli Tax Authority approvals were sought in connection with these potential distributions in order to determine the rates of tax deduction at source we would have to make in case of actual distributions. In response to our application, the Israeli Tax Authority provided us with the required guidence regarding tax deductions at source, but it also provided us with a ruling that amounts distributed out of the potential $10 million amount approved by the court would be eligible for treatment as coming from earnings subject to the exemption from the payment of corporate tax provided to our Approved Enterprise, and would thereby be eligible for trteatment under the November 2012 amendment to the Investment Law, if we were to elect to be governed by it (as described in “Item 5. Operating and Financial Review and Prospects—Operating Results— Israeli Tax Structure and Tax Programs Applicable to Our Company— Law for the Encouragement of Capital Investments, 5719-1959” above). Therefore, by electing, in January 2013, to pay (and actually paying) the reduced corporate tax rate set forth in that 2012 amendment (rather than the regular corporate tax rate applicable to Approved Enterprise earnings) with respect to our undistributed exempt earnings accumulated through December 31, 2011, we became entitled to distribute dividends from such earnings without being required to pay additional corporate tax with respect to such dividends. As a result of our receipt of both the court ruling and this tax authority ruling, we actually distributed, out of the $10 million authorized amount, an aggregate of approximately $7.9 million, which was paid out in February 2013 (NIS 1.60 or approximately $0.43, per share, for an aggregate distribution of $4.0 million) and March 2013 (NIS 1.54, or approximately $0.42, per share, for an aggregate distribution of $3.9 million).

Because of the expiration of the 12 month period approved by the Israeli court, however, future dividend distributions, if any, will need to be made from distributable earnings (as defined under the Companies Law).

Repurchase of Our Shares

In June 2008, our board of directors authorized the use of up to $1 million of our available cash to repurchase our ordinary shares. Under the repurchase program, share purchases may be made from time to time at the discretion of management in the open market or in privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases are to be made in accordance with the requirements of the SEC. The repurchase program has no time limit, does not require us to acquire a specific number of shares, and may be suspended from time to time or discontinued. As of the date of this annual report, we have repurchased 441,856 of our ordinary shares pursuant to this repurchase plan at an average price of $1.33 per share. None of such repurchases was effected in 2012, 2013 or thus far in 2014.

After adding the 166,100 shares that we had previously repurchased in the open market (during 2002 and 2003), at an average price of $0.95 per share, we have repurchased an aggregate of 607,956 of our ordinary shares under share repurchase programs. Under Israeli law, while all such repurchased shares are considered to be part of our outstanding share capital that can be reissued by us in the future, they are “dormant shares” and, as such, cannot be voted and do not provide any other rights, other than upon liquidation.

Significant Changes

Since the date of our consolidated financial statements included in this annual report, there has not been a significant change in our company other than as described in the notes to such financial statements.

Item 9. The Offer and Listing.

Offer and listing details

Our ordinary shares were quoted on the NASDAQ Global Market (formerly the NASDAQ National Market) from March 1996 until April 17, 2001, from which time our ordinary shares have been quoted on the NASDAQ Capital Market (formerly the NASDAQ SmallCap Market). Through April 16, 2000, we were quoted under the symbol CIMTF, and since April 17, 2000, we have been quoted under the symbol CIMT. The table below sets forth the high and low bid prices of our ordinary shares, as reported by NASDAQ during the indicated fiscal periods:

Period	High (U.S. $)		Low (U.S. $)
Six most recent months:
April 2014 (through April 15, 2014)		7.40		6.40
March 2014		10.75		6.72
February 2014		9.88		7.57
January 2014		10.36		7.89
December 2013		9.65		6.6
November 2013		7.91		6.36
October 2013		7.36		5.7

Period

High (U.S. $)

Low (U.S. $)


Two most recent full financial years and subsequent periods, by quarter:
Second Quarter 2014 (through April 15, 2013)	7.40	6.40
First Quarter 2014	10.75	6.72
Fourth Quarter 2013	9.65	5.7
Third Quarter 2013	7.59	5.65
Second Quarter 2013	8.7	5.25
First Quarter 2013	12.88	4.46
Fourth Quarter 2012	4.85	3.67
Third Quarter 2012	4.29	3.01
Second Quarter 2012	4.69	3.66
First Quarter 2012	4.11	3.03

Five most recent financial years:
2013	12.88	4.46
2012	4.85	3.01
2011	5.10	2.56
2010	3.58	0.98
2009	1.41	0.56

From March 2, 2011 to April 4, 2013, our ordinary shares were also listed on the Tel Aviv Stock Exchange, or TASE, under the symbol “CIMT”. In December 2012, we announced that our board of directors had resolved to delist our shares from the TASE, which delisting was effective on April 4, 2013. The following table sets forth, for the periods indicated, the high and low bid prices in shekels of our ordinary shares on the Tel Aviv Stock Exchange. On December 31, 2013, the exchange rate of the shekel to the US dollar was NIS 3.471 per one US dollar.

Period	High (NIS)		Low (NIS)
Two most recent full financial years and subsequent periods, by quarter (for years during which ordinary shares were listed on the TASE):
First Quarter 2013		23.99		16.45
Fourth Quarter 2012		18.45		14.25
Third Quarter 2012		16.92		13.02
Second Quarter 2012		17.20		12.01
First Quarter 2012		15.44		11.16

Most recent financial years (for years during which ordinary shares were listed on the TASE):
2013 (through April 4, 2013)		23.99		16.45
2012		18.45		11.16
2011 (beginning March 2, 2011)		16.50		9.79

Item 10. Additional Information.

Memorandum and Articles of Association

Our registration number at the Israeli registrar of companies is 52-004267-2.

Articles of Association; Israeli Companies Law

In December 2006, our shareholders adopted amended and restated articles of association for our company, which replaced in their entirety our previous articles of association, which were approved prior to the adoption of the Companies Law and were not always consistent with the provisions of the Companies Law. Our objective as stated in our articles and in our memorandum of association is to engage in any lawful activity.

We currently have only one class of securities outstanding, our ordinary shares, par value NIS 0.10 per share. No preferred shares are currently authorized.

Holders of ordinary shares have one vote per share, and are entitled to participate equally in the payment of dividends and share distributions and, in the event of our liquidation, in the distribution of assets after satisfaction of liabilities to creditors. Our articles may be amended by a resolution approved at a general meeting by a majority of the shares present and voting thereon (excluding abstained votes). Our shareholders’ rights may not be modified in any other way unless otherwise expressly provided in the terms of issuance of the shares.

Our articles require that we hold our annual general meeting of shareholders each year no later than 15 months from the last annual meeting, at a time and place determined by our board of directors, upon at least 21 days prior notice to our shareholders. Under NASDAQ Listing Rule 5620(a), we must hold the meeting within one year after our fiscal year-end (which is December 31st). Until April 30, 2014, no business could be commenced in any annual meeting until a quorum of two or more shareholders holding at least 33% of the voting rights were present in person or by proxy. A meeting adjourned for a lack of a quorum generally was adjourned to the same day in the following week at the same time and place or any time and place as the chairman of the meeting decided with the consent of the holders of a majority of the voting power represented at the meeting in person or by proxy and voting on the question of adjournment. At the reconvened meeting, if a quorum was not present within one-half hour from the time designated for holding the meeting, the reconvened meeting should have been adjourned once again in the same manner as the original meeting. In an amendment to our articles, approved by our shareholders on April 30, 2014, the quorum requirement was changed to two or more shareholders holding at least 25% of the voting rights who are present in person or by proxy, and, for an adjourned meeting, the quorum was changed to any two or more shareholders present in person or by proxy. Shareholders may vote in person or by proxy, and will be required to prove title to their shares as required by the Companies Law pursuant to procedures established by our board of directors. Resolutions regarding the following matters must be passed at a general meeting of shareholders:

amendments to our articles;

appointment or termination of our auditors;

appointment and dismissal of directors;

approval of acts and transactions requiring general meeting approval under the Companies Law;

increase or reduction of our authorized share capital or the rights of shareholders or a class of shareholders;

any merger as provided in Section 320 of the Companies Law; and

the exercise of our board of directors’ powers by a general meeting, if the board of directors is unable to exercise its powers and the exercise of any of such powers is vital for our proper management, as provided in Section 52(a) of the Companies Law.

In addition, the Companies Law provides that an extraordinary meeting of our shareholders shall be convened by the board, at the request of any two directors or one quarter of the directors, or by request of one or more shareholders holding at least 5% of our issued share capital and 1% of the voting rights, or by request of one or more shareholders holding at least 5% of the voting rights. Shareholders requesting a special meeting must submit their proposed resolution(s) with their request.

Our articles provide that our board of directors may from time to time, at its discretion, borrow or secure the payment of any sum of money for the objectives of our company. Our directors may raise or secure the repayment of such sum in a manner, time and terms as they see fit.

According to our articles, our board of directors may delegate any authority that it has to a committee comprised of members of the board. Any committee to which the board’s powers are delegated must abide by the regulations enacted by the board in respect of such delegated powers. In the absence of any such regulations, the committee must abide by our articles. Our board currently has two committees— our audit committee and our recently-appointed compensation committee (which was appointed in keeping with a recent amendment to the Companies Law, as described above in Item 6).

Approval of Certain Transactions Under the Companies Law

The Companies Law codifies the fiduciary duties that “office holders,” including directors and executive officers, owe to a company. An office holder, is defined in the Companies Law, as a (i) general manager, (ii) chief business manager, (iii) deputy general manager, (iv) vice general manager, (v) any other person assuming the responsibilities of any of the forgoing positions without regard to such person’s title, (vii) director and (viii) another manager directly subordinate to the managing director. Our office holders consist of the individuals listed in the table under “Directors and Senior Management,” which is displayed under “Item 6. Directors, Senior Management and Employees”. The duty of care prescribed by the Companies Law requires an office holder to act with the level of care, which a reasonable office holder in the same position would have acted under the same circumstances. The duty of loyalty prescribed by the Companies Law generally includes (a) avoiding any conflict of interest between the office holder’s position in the company and his or her personal affairs, (b) avoiding any competition with the company, (c) avoiding exploiting any business opportunity of the company in order to receive personal advantage for himself or others and (d) revealing to the company any information or documents relating to the company’s affairs which the office holder has received due to his or her position as an office holder.

The Companies Law requires that an office holder of a company promptly disclose any personal interest that he or she may have and all related material information known to him or her, in connection with any existing or proposed transaction by the company. The disclosure must be made to our board of directors and/or shareholders a reasonable period of time prior to the meeting at which the transaction is to be discussed. A personal interest, as defined under the Companies Law, includes any personal interest held by the office holder’s spouse, siblings, parents, grandparents or descendants; spouse’s descendants, siblings or parents; and the spouses of any of the foregoing, and also includes any interest held by any corporation in which the office holder owns 5% or more of the share capital, is a director or general manager or in which he or she has the right to appoint at least one director or the general manager. A personal interest furthermore includes the personal interest of a person for whom the office holder holds a voting proxy or the interest of the office holder with respect to his or her vote on behalf of the shareholder for whom he or she holds a proxy even if such shareholder itself has no personal interest in the approval of the matter.

In the case of a transaction that is not an extraordinary transaction (as defined below) and does not involve the compensation of the office holder, after the office holder complies with the above disclosure requirement, only board approval is required unless the articles of association of the company provide otherwise (ours do not provide otherwise). If the transaction is an extraordinary transaction, then, in addition to any approval required by the articles of association, it must also be approved by the audit committee and by the board of directors, and, under specified circumstances, by a meeting of the shareholders.

An extraordinary transaction is defined as a transaction not in the ordinary course of business, not on market terms, or that is likely to have a material impact on the company’s profitability, assets or liabilities.

Under a recent amendment to the Companies Law, compensation arrangements of office holders require the approval of our compensation committee, the board of directors and, in certain cases (for directors, the chief executive officer, and any executive officer whose compensation terms do not conform with the then existing compensation policy), the shareholders, in that order. Compensation of an individual office holder, including the chief executive officer (but excluding a director), that departs from the company’s compensation policy may be adopted under special circumstances, despite failure to obtain shareholder approval if, following the relevant shareholder vote, the compensation committee followed by the board once again approve the compensation, based on renewed and specific analysis of relevant factors.

In all matters in which a director has a personal interest, including matters of his/her terms of employment, he/she shall not be permitted to vote on the matter or be present in the meeting in which the matter is considered, subject to certain exceptions, including an allowance for him or her to be present in order to present the transaction, if the chairman of the audit committee, compensation committee or board of directors (as applicable) determines that such presentation by him or her is necessary. Should a majority of the audit committee, compensation committee or of the board of directors have a personal interest in the matter, then:

all of the directors are permitted to vote on the matter and attend the meeting at which the matter is considered; and

the matter requires approval of the shareholders at a general meeting.

Notwithstanding having been approved in compliance with the foregoing processes, any transaction in which an office holder has a personal interest must, in addition, be favorable to the company’s interest in order for it to be properly approved.

According to the Companies Law, the disclosure requirements discussed above also apply to a controlling shareholder of a public company. In general, extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, or a transaction with a controlling shareholder or his or her relative, or receipt of services from him or her, or an entity controlled by him or her, directly or indirectly, require the approval of the audit committee, the board of directors and the shareholders of the company. The term “controlling shareholder” is defined as a shareholder who has the ability to direct the activities of a company, other than if this power derives solely from the shareholder’s position on the board of directors or any other position with the company. The definition also includes shareholders that hold 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. The terms of engagement and compensation of a controlling shareholder who is an office holder or an employee of the company require the approval of the compensation committee, the board of directors and the shareholders of the company.

The shareholder approval must either include at least a majority of the shares held by disinterested shareholders who are present in person or by proxy at the meeting and who are voting thereon, or, alternatively, the total shareholdings of the disinterested shareholders who vote against the transaction must not represent more than two percent (2%) of the voting rights in the company. To the extent that any such transaction with a controlling shareholder is for a period extending beyond three years, approval is required once every three years, unless the audit committee determines that the duration of the transaction is reasonable given the circumstances related thereto. In certain cases provided in regulations promulgated under the Companies Law, shareholder approval is not required.

Further, under the Companies Law (as described under “Item 6. Directors, Senior Management and Employees— Board of Directors— External Directors”), the appointment of external directors requires, in addition to a majority of the ordinary shares voting and approving the appointment, that either (a) the approving majority must include a majority of the shares of shareholders that are not controlling shareholders of the company and who do not have a personal interest in the election of the external director (other than a personal interest not deriving from a relationship with a controlling shareholder) and who are present and voting (with abstentions being disregarded), or (b) the shares of such non-controlling, non-interested shareholders that vote against the appointment may not constitute more than two percent (2%) of our total voting rights. In addition, as described below (see “—Modification of Class Rights” in this Item 10), under our articles, the alteration of the rights, privileges, preferences or obligations of any class of our share capital requires a simple majority of the class so affected), in addition to the ordinary majority of all classes of shares voting together as a single class at a shareholder meeting.

A further exception to the simple majority shareholder vote requirement is a resolution for the voluntary winding up, or other reorganization of, the company pursuant to Section 350 of the Companies Law, which requires the approval of holders of 75% of the voting rights represented at the meeting, in person, by proxy or by voting deed and voting on the resolution, provided that such shareholders constitute more than 50% of the shareholders voting on such matter.

Shareholder Duties

Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and refrain from abusing his power in the company, including, among other things, in connection with voting in the general meeting of shareholders on the following matters:

any amendment to the articles of association;

an increase of the company’s authorized share capital;

a merger; or

approval of actions of office holders in breach of their duty of loyalty and of interested party transactions.

In addition, any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or prevent the appointment of an office holder of the company is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty, except to state that the remedies generally available upon a breach of contract will apply also in the event of a breach of the duty to act with fairness.

Transfer of Shares

Fully paid ordinary shares are issued in registered form and may be freely transferred under our articles unless the transfer is restricted or prohibited by another instrument.

Modification of Class Rights

Under our articles, the rights attached to any class unless otherwise provided by the terms of the class including voting, rights to dividends and the like, may be varied by adoption of the necessary amendment to the articles, provided that the affected shareholders approve the change by a class meeting in which a simple majority of the voting power of the class represented at the meeting and voting on the matter approves the change.

Election of Directors

Our ordinary shares do not have cumulative voting rights in the election of directors. As a result, the holders of ordinary shares that represent more than 50% of the voting power represented at a shareholders meeting, have the power to elect all of our directors, other than the external directors who are appointed by a special majority of shareholders. For a summary of the provisions of our articles that govern our directors, see “Item 6. Directors, Senior Management and Employees.”

Limitation on Ownership of Securities

The ownership and voting of our ordinary shares by non-residents of Israel are not restricted in any way by our articles or by the laws of the State of Israel, except for shareholders who are subjects of countries which are in a state of war with Israel.

Anti-Takeover Provisions; Mergers and Acquisitions Under Israeli Law

Mergers

The Companies Law includes provisions with respect to the approval of corporate mergers that are applicable to us. These provisions require that the board of directors of each company that is party to the merger approve the transaction. In addition, the shareholders of each company must approve the merger by a vote of the majority of the company’s shares, present and voting on the proposed merger at a shareholders’ meeting. In determining whether the requisite majority has approved the merger, shares held by the other party to the merger, or by any person holding at least 25% of the means of control of the other party to the merger, or anyone acting on behalf of either of them, including any of their affiliates, are excluded. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders (as described above in this Item 10 under “—Approval of Certain Transactions Under the Companies Law”). In the event that the merger transaction has not been approved by either of the above-described special majorities (as applicable), the holders of at least 25% of the voting rights of the company may apply to a court for approval of the merger. The court may approve the merger if it is found that the merger is fair and reasonable, taking into account the value of the parties to the merger and the consideration offered to the shareholders.

Upon the request of a creditor of either party to the proposed merger, a court may delay or prevent the merger if it concludes that there exists a reasonable concern that as a result of the merger, the surviving company will be unable to satisfy the obligations of any of the parties of the merger to their creditors.

A merger may not be completed unless at least 50 days have passed from the date that a proposal of the merger was filed with the Israeli Registrar of Companies by each merging company and 30 days from the date that shareholder approval of both merging companies was obtained. The merger proposal may be filed once a shareholder meeting has been called to approve the merger.

The Companies Law further provides that the foregoing approval requirements will not apply to shareholders of a wholly-owned subsidiary in a rollup merger transaction, or to the shareholders of the acquirer in a merger or acquisition transaction if:

• the transaction does not involve an amendment to the acquirer’s memorandum or articles of association;

• the transaction does not contemplate the issuance of more than 20% of the voting rights of the acquirer which would result in any shareholder becoming a controlling shareholder; and

• there is no “cross ownership” of shares of the merging companies, as described above.

Tender Offers

The Companies Law also provides that the acquisition of shares in a public company on the open market must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a 25% shareholder of the company. The rule does not apply if there already is another 25% shareholder of the company. Similarly, the law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a greater-than 45% shareholder of the company, unless there already is a greater-than 45% shareholder of the company.

The foregoing provisions do not apply to:

•

a private placement in which the company’s shareholders approved such holder owning 25% or more of the voting rights in the company (if there is no other shareholder that holds 25% or more of the voting rights in the company); or more than 45% of the voting rights in the company (if there is no other shareholder that holds more than 45% of the voting rights in the company); or

•

a purchase from an existing holder of 25% or more of the voting rights in the company that results in another person becoming a holder of 25% or more of the voting rights in the company or a purchase from an existing holder of more than 45% of the voting rights in the company that results in another person becoming a holder of more than 45% of the voting rights in the company.

The Companies Law also provides that if following any acquisition of shares, the acquirer holds more than 90% of the company’s shares or of a class of shares (or voting rights thereof), the acquisition must be made by means of a tender offer for all of the target company’s shares or all of the shares of the class, as applicable, not held by the acquirer. An acquirer who wishes to eliminate all minority shareholders must do so by way of a tender offer and hold, following consummation of the tender offer, more than 95% of all of the company’s outstanding shares (and provided that a majority of the offerees that do not have a personal interest in such tender offer shall have approved it, which condition shall not apply if, following consummation of the tender offer, the acquirer holds at least 98% of all of the company’s outstanding shares). If, however, following consummation of the tender offer, the acquirer would hold 95% or less of the company’s outstanding shares, the acquirer may not acquire shares tendered if by doing so the acquirer would own more than 90% of the shares of the target company. Appraisal rights are available with respect to a successfully completed full tender offer for a period of six months after such completion; however, the acquirer may provide in the tender offer documents that a shareholder that accepts the offer may not seek appraisal rights.

Material Contracts

Other than the registration rights agreements, the underwriting agreements (for secondary offerings by our former major shareholders), the services agreement and the lease agreement described in “Item 7 - Major Shareholders and Related Party Transactions – Related Party Transactions”, and our additional lease agreement and underwriting agreement (for a primary offering by our company) described below, all of the contracts to which we have been party over the past two years have been in the ordinary course of our business.

Givat Shmuel, Israel Lease Agreement

We lease the office premises that we occupy in Givat Shmuel, Israel from a private commercial property owner pursuant to the terms of a lease agreement that we entered into in February 2003. Since January 10, 2006, we have occupied approximately 1,750 square meters at this facility. The initial term of the lease was three years, expiring in June 30, 2006, following which we exercised our option to extend the lease for an additional three years. In mid 2008, we further extended the lease for an additional five year period, through June 30, 2014, and reduced our occupied space to approximately 1,475 square meters. On June 4, 2013, we signed an extension agreement that extended the lease for additional five years through June 30, 2019. We currently pay approximately $27,500 on a monthly basis as rent under this agreement.

Underwriting Agreement for Primary Public Offering

On August 29, 2013, we entered into an underwriting agreement with Roth Capital Partners, LLC, as sole underwriter. Pursuant to the underwriting agreement, we offered for sale 900,000 ordinary shares and granted the underwriter an option, exercisable within 30 days, to purchase up to an additional 135,000 ordinary shares to cover over-allotments. The closing of the offering (which included the sale of all 1,035,000 ordinary shares, including the 135,000 ordinary shares offered pursuant to the underwriter’s over-allotment option) occurred on September 4, 2013.

The shares were sold pursuant to a shelf registration statement, as amended, that we filed with the SEC, which became effective on July 15, 2013 (SEC File No. 333-189764), as well as a prospectus supplement relating to the offering, dated August 29, 2013, that we filed with the SEC on August 29, 2013.

Exchange Controls

There are currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our ordinary shares or the proceeds from the sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding some transactions. However, legislation remains in effect under which currency controls can be imposed by administrative action at any time.

The ownership or voting of our ordinary shares by non-residents of Israel, except with respect to citizens of countries which are in a state of war with Israel, is not restricted in any way by our Memorandum of Association or Articles or by the laws of the State of Israel.

Taxation

The following discussion sets forth the material United States and Israeli tax consequences of the ownership of ordinary shares by a holder that holds our ordinary shares as capital assets.

The following discussion does not address the tax consequences to holders of ordinary shares to which special tax rules may apply, such as tax-exempt entities, certain insurance companies, broker-dealers, grantor trusts, real estate investment trusts or regulated investment companies, financial institutions or financial services entities, traders in securities that elect to mark to market, holders liable for alternative minimum tax, holders that actually or constructively own 10% or more of our voting stock, holders that hold ordinary shares as part of a straddle or a hedging or conversion transaction or holders whose functional currency is not the U.S. dollar. This discussion also does not apply to holders who acquired their ordinary shares pursuant to the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan. This discussion is based on the tax laws of Israel and the United States, including the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, as in effect on the date of this document, as well as the Convention Between the Government of the United States of America and the Government of Israel with Respect to Taxes on Income, or the U.S.-Israel Tax Treaty, all of which are subject to change or change in interpretation, possibly with retroactive effect.

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of ordinary shares that is:

a citizen or resident of the United States;

a corporation or other entity taxable as a corporation organized under the laws of the United states or any political subdivision of the United States;

an estate the income of which is subject to United States federal income taxation without regard to its source; or

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person.

This discussion does not address any aspects of United States taxation other than federal income taxation. Holders are urged to consult their tax advisors regarding the United States estate, state and local and the Israeli and other tax consequences of owning and disposing of ordinary shares.

United States Federal Income Taxation of Owning and Selling Ordinary Shares

Dividends and Distributions

U.S. Holders

Subject to the discussion below under ‘‘Passive Foreign Investment Company Rules” (which we refer to as the PFIC discussion), U.S. Holders will include in gross income the gross amount of any dividend paid, before reduction of Israeli withholding taxes, by us out of current or accumulated earnings and profits, as determined for Untied States federal income tax purposes, as ordinary income when the dividend is actually or constructively received by the U.S. Holder. Dividends will be income from sources outside the United States for foreign tax credit limitation purposes, but generally will be “passive income” which is a type of income that is treated separately from other types of income for foreign tax credit limitation purposes. Dividends will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of the dividend distribution included in income of a U.S. Holder will be the U.S. dollar value of the NIS payments made, determined at the spot NIS/U.S. dollar rate on the date such dividend distribution is included in the income of the U.S. Holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend distribution is included in income to the date such dividend distribution is converted into U.S. dollars will be treated as ordinary income or loss. Such gain or loss will generally be income from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a return of capital to the extent of the U.S. Holder’s basis in the Ordinary Shares and thereafter as capital gain. We will notify our shareholders of any distribution in excess of current and accumulated earnings and profits at the time of such distribution in accordance with the requirements of the Internal Revenue Code.

Subject to certain limitations, the Israeli tax withheld in accordance with the U.S.-Israel Tax Treaty and paid over to Israel will be creditable against the U.S. Holder’s United States federal income tax liability. To the extent a refund of the tax withheld is available to a U.S. Holder under the laws of Israel or under the U.S.-Israel Tax Treaty, the amount of tax withheld that is refundable will not be eligible for credit against the U.S. Holder’s United States federal income tax liability, whether or not the refund is actually obtained.

For certain non-corporate U.S. Holders, subject to the PFIC discussion below, a dividend paid by us to certain shareholders in taxable years beginning before January 1, 2014 will be taxed at the preferential tax rates applicable to long-term capital gains if (a) we are a ‘‘qualified foreign corporation’’ (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust and (c) such dividend is paid on our shares that have been held by such U.S. Holder for more than 60 days during the 120-day period beginning 60 days before the ‘‘ex-dividend date’’ (i.e., the first date that a purchaser of such Share will not be entitled to receive such dividend). Generally, we may be considered a ‘‘qualified foreign corporation”, or a QFC, if we are eligible for the benefits of a comprehensive income tax treaty with the United States which includes an information exchange program that the United States Internal Revenue Service, or the IRS, determines is satisfactory. However, even if we are so eligible, we will not be treated as a QFC if we were a PFIC for the taxable year during which we paid a dividend or for the preceding taxable year. See the PFIC discussion below as to PFIC status. Effective January 1, 2013, the American Taxpayer Relief Act raises the maximum long-term capital gains rate of 15% to 20% for individuals with annual taxable income over $400,000. In addition, under the Patient Protection and Affordable Care Act, higher income taxpayers must pay an additional 3.8 percent tax on net investment income to the extent certain threshold amounts of income are exceeded. See “New Tax on Investment Income” in this Item below.

Sale or Exchange of Ordinary Shares

U.S. Holders

Subject to the PFIC discussion below, a U.S. Holder that sells or otherwise disposes of ordinary shares generally will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S. dollar value of the amount realized on the sale or disposition and the tax basis, determined in U.S. dollars, in the ordinary shares. Capital gain of a non-corporate U.S. Holder is generally taxed at a reduced rate if the ordinary shares were held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Non-U.S. Holders

A non-U.S. Holder will not be subject to United States federal income tax on gain recognized on the sale or other disposition of ordinary shares unless (i) the gain is “effectively connected” with the non-U.S. Holder’s conduct of a trade or business in the United States, and the gain is attributable to a permanent establishment maintained in the United States (if that is required by an applicable income tax treaty as a condition for subjecting that non-U.S. Holder to United States taxation on a net income basis), or (ii) the non-U.S. Holder is an individual and present in the United States for at least 183 days in the taxable year of the sale and certain other conditions are met. In such cases, a non-U.S. Holder will be taxed in the same manner as a U.S. Holder. A corporate non-U.S. Holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate, or at a lower rate if eligible for the benefits of an income tax treaty that provides for a lower rate, on “effectively connected” gains recognized.

Passive Foreign Investment Company Rules

We believe that our ordinary shares should not be treated as stock of a passive foreign investment company, or a PFIC, for United States federal income tax purposes, but such a conclusion is a factual determination made annually and may be subject to change. A U.S. Holder may have less advantageous tax consequences upon the sale, exchange or receipt of dividends with respect to our shares if we are deemed a PFIC, unless such U.S. Holder makes certain elections which may have additional tax consequences.

Generally, a non-United States corporation is deemed to be a PFIC if either (i) 75% or more of its gross income (including the pro rata gross income of any company (United States or non-United States) in which such corporation is considered to own 25% or more of the stock by value) for the taxable year is passive income (generally referred to as the “income test”) or (ii) 50% or more of the average value of its assets (including the pro rata value of the assets of any company in which such corporation is considered to own 25% or more of the stock by value) during the taxable year, measured at the end of each quarter, produce, or are held for the production of, passive income in the taxable year (generally referred to as the “asset test”).

Based on the active nature of our assets and income, we do not believe that we have been a PFIC for the tax years through and ending on December 31, 2013, and we do not believe that we will be deemed a PFIC for the tax year ending December 31, 2014. However, the statutory provisions, legislative history and administrative pronouncements related to the application of the asset test leave unanswered a number of questions pertaining to the application of the PFIC rules. In addition, there are circumstances both in our control and out of our control that may affect our potential status as a PFIC. For example, sale of non-passive assets in exchange for passive assets (such as cash) may impact the percentage of passive assets in applying the assets test. Fluctuation in the market price of our shares may also impact the application of such test.

While we will attempt to manage our business so as to avoid PFIC status, to the extent consistent with our other business goals, we cannot predict whether our business plans will allow us to avoid PFIC status in the future or whether our business plans will change in a manner that affects our PFIC determination.

Taxation of U.S. Holders of PFIC Shares Generally

If we were deemed to be a PFIC for any taxable year during which a U.S. Holder held our ordinary shares and such holder failed to make certain elections, then the following would apply to the U.S. Holder:

•

gain recognized by the U.S. Holder upon the disposition of, as well as income recognized upon receiving excess distributions on, our ordinary shares would be taxable as ordinary income (“excess distributions” are the portion of any distributions received in a taxable year in excess of 125% of the average annual distributions received in the three preceding taxable years, or, if shorter, during the U.S. Holder’s holding period for our ordinary shares);

•

the U.S. Holder would be required to allocate such excess distribution income and/or disposition gain ratably over such holder’s entire holding period for our ordinary shares;

•

the amount allocated to each year other than the year of the distribution payment or disposition would be subject to tax at the highest individual or corporate tax rate, as applicable, in effect for such other year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax liability for each such other year;

•

the U.S. Holder would be required to file an annual return on IRS Form 8621 regarding distributions received on, and gain recognized on dispositions of, our ordinary shares; and

•

any U.S. Holder who acquired our ordinary shares upon the death of a U.S. Holder would not receive a step-up of the income tax basis to the fair market value of such shares. Instead, such U.S. Holder beneficiary would have a tax basis equal to the decedent’s basis, if lower.

U.S. HOLDERS OF OUR ORDINARY SHARES (AND/OR OPTIONS TO ACQUIRE OUR ORDINARY SHARES) SHOULD CONSULT THEIR TAX ADVISORS ABOUT THE PFIC RULES, INCLUDING THE POSSIBILITY, AND ADVISABILITY OF, AND THE PROCEDURE AND TIMING FOR MAKING CERTAIN ELECTIONS THAT MIGHT HELP THEM AVOID CERTAIN OF THE ADVERSE CONSEQUENCES THAT WOULD RESULT IF WE WERE TO BE DEEMED A PFIC.

New Tax on Investment Income

For taxable years beginning after December 31, 2012, a U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from the tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. Holder’s net investment income generally will include its dividends on our ordinary shares and net gains from dispositions of our ordinary shares, unless those dividends or gains are derived in the ordinary course of the conduct of trade or business (other than trade or business that consists of certain passive or trading activities). Net investment income, however, may be reduced by deductions properly allocable to that income. A U.S. Holder that is an individual, estate or trust is urged to consult its tax adviser regarding the applicability of the Medicare tax to its income and gains in respect of its investment in our ordinary shares.

Information Reporting and Backup Withholding

U.S. information reporting requirements and backup withholding tax generally will apply to payments to some U.S non-corporate holders of ordinary shares. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, ordinary shares by a payor within the United States to a holder of ordinary shares other than an “exempt recipient,” including a corporation and any payee that is not a U.S. Holder that provides an appropriate certification.

A payor within the United States will be required to withhold at the fourth lowest rate of tax applicable to single individual taxpayers (currently 28%) on any payments of dividends on, or proceeds from the sale of, ordinary shares within the United States to a holder, other than an “exempt recipient,” if the holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, backup withholding tax requirements.

Israeli Taxation of Our Shareholders

The following is a short summary of certain provisions of the Israeli tax environment to which our shareholders may be subject. This summary is based on the current provisions of tax law. To the extent that the discussion is based on new tax legislation that has not been subject to judicial or administrative interpretation, we cannot assure you that the views expressed in the summary will be accepted by the appropriate tax authorities or the courts.

The summary below does not address all of the tax consequences that may be relevant to all purchasers of our Ordinary Shares in light of each purchaser’s particular circumstances and specific tax treatment. For example, the summary below does not address the tax treatment of residents of Israel and traders in securities who are subject to specific tax regimes. As individual circumstances may differ, holders of our Ordinary Shares should consult their own tax adviser as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition of Ordinary Shares. The following is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations. Each individual should consult his or her own tax or legal adviser.

Overview

Israeli law generally imposes a capital gain tax on the sale of capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel, including shares of Israeli companies, by both residents and non-residents of Israel, unless a specific exemption is available or unless a tax treaty between Israel and the seller’s country of residence provides otherwise. The Ordinance distinguishes between Real Capital Gain and Inflationary Surplus. The Inflationary Surplus is a portion of the total capital gain which is equivalent to the increase of the relevant asset’s purchase price which is attributable to the increase in the Israeli consumer price index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. The Real Capital Gain is the excess of the total capital gain over the Inflationary Surplus.

Israeli Resident Individuals

Capital Gain

As of January 1, 2006, the tax rate applicable to Real Capital Gain derived by Israeli individuals from the sale of shares purchased on or after January 1, 2003, whether or not listed on a stock exchange or not, was 20% unless such shareholder claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares, in which case the gain will generally be taxed at a rate of 25%. Additionally, if such shareholder was considered a “substantial shareholder” (i.e., a person who holds, directly or indirectly, alone or together with another, 10% or more of any of the company’s “means of control” (including, inter-alia, the right to receive company profits, voting rights, the right to receive the company’s liquidation proceeds and the right to appoint a company director)) at the time of sale or at any time during the preceding 12-month period, such gain was to be taxed at the rate of 25%. Individual shareholders dealing in securities in Israel are taxed at their marginal tax rates applicable to business income (up to 48% in 2013).

Notwithstanding the foregoing, pursuant to the Law for Change in the Tax Burden (Legislative Amendments) (Taxes), 2011, the capital gain tax rate applicable to individuals was raised from 20% to 25% from 2012 and onwards (or from 25% to 30% if the selling individual shareholder is a substantial shareholder at any time during the 12-month period preceding the sale and/or claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares). With respect to assets (not shares that are listed on a stock exchange) purchased on or after January 1, 2003, the portion of the gain generated from the date of acquisition until December 31, 2011 will be subject to the previous capital gains tax rates (20% or 25%) and the portion of the gain generated from January 1, 2012 until the date of sale will be subject to the new tax rates (25% or 30%).

Dividend Income

Israeli residents who are individuals are generally subject to Israeli income tax on the receipt of dividends paid on our Ordinary Shares (other than bonus shares or share dividends) at25%, or 30% if the dividend recipient is a substantial shareholder, at the time of distribution or at any time during the preceding 12-month period. However, dividends distributed from taxable income accrued during the benefits period of an Approved Enterprise, or a Benefited Enterprise are subject to withholding tax at the rate of 15% (and 20% with respect to Preferred Enterprise) , subject to certain conditions. An average rate will be set in case the dividend is distributed from mixed types of income (regular and Approved/ Benefited/ Preferred income).

Israeli Resident Corporations

Capital Gain

Under current Israeli tax legislation, the tax rate applicable to Real Capital Gain derived by Israeli resident corporations from the sale of shares of an Israeli company is the general corporate tax rate. As described above, the corporate tax rate was 25% in 2013 and from 2014 and onwards is 26.5%

Dividend Income

Generally, Israeli resident corporations are exempt from Israeli corporate tax on the receipt of dividends paid on shares of Israeli resident corporations. However, dividends distributed from taxable income accrued during the benefits period of an Approved Enterprise or Benefited Enterprise are subject to withholding tax at the rate of 15%, if the dividend is distributed during the tax benefit period under the Investment Law or within 12 years after such period.

Non-Israeli residents

Capital Gain

Israeli capital gain tax is imposed on the disposal of capital assets by a non-Israeli resident if those assets are either (i) located in Israel; (ii) shares or rights to shares in an Israeli resident company, or (iii) represent, directly or indirectly, rights to assets located in Israel. As mentioned above, Real Capital Gain is generally subject to tax at the corporate tax rate (25% in 2013 and 26.5% as of 2014) if generated by a company, or at the rate of 25% (for assets other than shares that are listed on stock exchange – 20% for the portion of the gain generated up to December 31, 2011) or 30% (for any asset other than shares that are listed on stock exchange – 25% with respect to the portion of the gain generated up to December 31, 2011),if generated by an individual from the sale of an asset purchased on or after January 1, 2003. Individual and corporate shareholders dealing in securities in Israel are taxed at the tax rates applicable to business income (a corporate tax rate for a corporation and a marginal tax rate of up to 48% for an individual in 2013).

Notwithstanding the foregoing, shareholders that are not Israeli residents (individuals and corporations) are generally exempt from Israeli capital gain tax on any gains derived from the sale, exchange or disposition of shares publicly traded on the Tel Aviv Stock Exchange or on a recognized stock exchange outside of Israel provided, inter-alia, that (i) such gains are not derived through a permanent establishment that the non-Israeli resident maintains in Israel, (ii) the shares were purchased after being listed on a recognized stock exchange, and (iii) with respect to shares listed on a recognized stock exchange outside of Israel, such shareholders are not subject to Israeli Income Tax Law (Inflationary Adjustments) 5745-1985. However, non-Israeli corporations will not be entitled to the foregoing exemptions if Israeli residents (a) have a controlling interest of 25% or more in such non-Israeli corporation, or (b) are the beneficaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. Furthermore, such an exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be business income.

In addition, a sale of shares may be exempt from Israeli capital gain tax under the provisions of an applicable tax treaty. For example, under the U.S.-Israel Tax Treaty, the sale, exchange or disposition of shares of an Israeli company by a shareholder who is a U.S. resident (for purposes of the U.S.-Israel Tax Treaty) holding the shares as a capital asset is exempt from Israeli capital gain tax unless either (i) the shareholder holds, directly or indirectly, shares representing 10% or more of the voting rights during any part of the 12-month period preceding such sale, exchange or disposition, (ii) the shareholder, if an individual, has been present in Israel for a period or periods aggregating to 183 days or more during the applicable taxable year; or (iii) the capital gain arising from such sale is attributable to a permanent establishment of the shareholder maintained in Israel. In each case, the sale, exchange or disposition of such shares would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Tax Treaty, the U.S. resident would be permitted to claim a credit for the Israeli tax against the U.S. federal income tax imposed with respect to the sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel Tax Treaty does not apply to U.S. state or local taxes.

In some instances where our shareholders may be liable for Israeli tax on the sale of their Ordinary Shares, the payment of the consideration may be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident company, in the form of a merger or otherwise, the Israel Tax Authority may require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by this authority or obtain a specific exemption from the Israel Tax Authority to confirm their status as non Israeli resident, and, in the absence of such declarations or exemptions, may require the purchaser of the shares to withhold taxes at source.

Dividend Income

Non-Israeli residents (either individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on ordinary shares, like our Ordinary Shares, at the rate of 25% or 30% (if the dividend recipient is a substantial shareholder, at the time of distribution or at any time during the preceding 12-month period), or 15% if the dividend is distributed from income attributed to an Approved Enterprise or a Benefited Enterprise (and 20% with respect to a Preferred Enterprise). Such dividends are generally subject to Israeli withholding tax at a rate of 25% so long as the shares are registered with a Nominee Company (whether the recipient is a substantial shareholder or not) unless a reduced rate is provided under an applicable tax treaty.

Under the U.S.-Israel Tax Treaty, the maximum rate of tax withheld in Israel on dividends paid to a holder of our Ordinary Shares who is a U.S. resident (for purposes of the U.S.-Israel Tax Treaty) is 25%. However, generally, the maximum rate of withholding tax on dividends, not generated by our Preferred Enterprise, that are paid to a U.S. corporation holding at least 10% or more of our outstanding voting capital from the start of the tax year preceding the distribution of the dividend up until (and including) the distribution of the dividend, is 12.5%, provided that no more than 25% of our gross income for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed toan Approved Enterprise, a Benefited Enterprise or a Preferred Enterprise are subject to withholding tax at the rate of 15% for such a U.S. corporate shareholder, provided that the condition related to our gross income for the previous year (as set forth in the previous sentence) is met. If the dividend is attributable partly to income derived from an Approved Enterprise, a Benefited Enterprise or a Preferred Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. U.S. residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for Untied States federal income tax purposes in the amount of the taxes withheld, subject to detailed rules contained in United States tax legislation.

A non-Israeli resident who receives dividends from which tax was withheld is generally exempt from the obligation to file tax returns in Israel in respect of such income, provided that (i) such income was not derived from a business conducted in Israel by the taxpayer, and (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be filed.

Excess Tax

Individuals who are subject to tax in Israel are also subject to an additional tax at a rate of 2% on annual income exceeding NIS 811,560 for 2014, which amount is linked to the annual change in the Israeli consumer price index, including, but not limited to, dividends, interest and capital gain, subject to the provisions of an applicable tax treaty.

Documents on Display

We are required to file reports and other information with the SEC under the Exchange Act and the regulations thereunder applicable to foreign private issuers. Reports and other information filed by us with the SEC may be inspected and copied at the SEC’s public reference facilities described below. Although as a foreign private issuer we are not required to file periodic information as frequently or as promptly as United States companies, we generally do publicly announce our quarterly and year-end results promptly and file periodic information with the SEC under cover of Form 6-K. As a foreign private issuer, we are also exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements and our officers, directors and principal shareholders are exempt from the reporting, short-swing profit and other provisions of Section 16 of the Exchange Act and the rules promulgated thereunder.

This annual report and the exhibits thereto, are available for inspection and copying at the public reference facilities of the SEC located at 100 F Street, NE, Washington, D.C. 20549, and the SEC’s regional offices located in New York, New York and Chicago, Illinois. Copies of all or any part of the annual report or other filings may be obtained from these offices after payment of fees required by the SEC. Please call the SEC at 1-800-SEC-0330 for further information. The Exchange Act file number for our SEC filing is 000-27974.

The SEC also maintains a website at http://www.sec.gov from which certain filings may be accessed.

All documents referenced herein concerning us are archived and may also be inspected at our head offices located at 11 Gush Etzion Street, Givat Shmuel, Israel. Information about us is also available on our website at http://www.cimatron.com. Such information is not part of this annual report.

Item 11.

Quantitative and Qualitative Disclosures About Market Risks.

We are exposed to market risks from changes in foreign currency exchange rates and interest rates, which could impact our results of operations and financial condition. We seek to manage the exposure to these market risks through our regular operating and financing activities and through the use of foreign currency exchange contracts and other financial instruments.

All of such financial instruments are managed and controlled under a program of risk management in accordance with established policies. These policies are reviewed and approved by our board of directors. Our treasury operations are subject to an internal audit on a regular basis.

As of each of December 31, 2013 and March 31, 2014, we had no currency exchange forward transactions.

Interest Rate Risks

Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio. We have not used derivative financial instruments in our investment portfolio. As of December 31, 2013, we had financial assets totaling approximately $13.1 million, comprised of cash and bank deposits, all of which may be considered fixed rate financial assets. Given the current low interest rates in the financial markets, assuming a 10% interest rate decrease, the net decrease in our earnings would be negligible, holding other variables constant.

Currency Exchange Rate Risks

Because of our international operations, changes in exchange rates against the U.S. dollar have and could continue to have a significant effect on our results of operations. In addition, local economic conditions or currency fluctuations could cause customers to decrease or cancel orders or default on payment. Our operating and pricing strategies take into account changes in exchange rates over time. However, there can be no assurance that future fluctuations in the value of foreign currencies will not have a material adverse effect on our business, operating results or financial condition. Since the beginning of 2000, we have been using financial instruments to hedge the following foreign currency exposure risks:

Our Subsidiaries - We operate internationally, and our subsidiaries in Germany and Italy conduct their respective operations in Euros. This exposes us to market risk from changes in foreign exchange rates to the extent that the functional currency of our subsidiaries will decline in value as compared to the U.S. dollar, resulting in a foreign currency exchange rate loss. Assuming an adverse 20% devaluation of the Euro versus the U.S. dollar, we would experience exchange rate losses of approximately $1.46 million.

Our Resellers - Commencing on June 1, 2000 we initiated a Euro denominated price list for all of our CimatronE resellers in countries whose currency is linked to the Euro. Our revenues from these resellers are therefore exposed to the risk of depreciation of the Euro relative to the U.S. dollar, which would have an adverse impact on our U.S. dollar denominated financial results. See “Item 3— Key Information— Risk Factors” for a discussion of the risks to us arising from this possibility.

Assuming an adverse 20% devaluation of the Euro versus the U.S. dollar, we would experience exchange rate losses from these resellers of approximately $180,000.

Expenses in New Israeli Shekels

The cost of our Israel operations, as expressed in U.S. dollars, is influenced by the extent to which any increase in the rate of inflation in Israel is not offset (or is offset on a lagging basis) by a devaluation of the NIS in relation to the U.S. dollar. The inflation rate in Israel was 1.8%, 1.6% and 2.2% in 2013, 2012 and 2011, respectively. The appreciation (devaluation) of the NIS against the U.S. dollar (calculated based on the average representative exchange rate for each such year relative to the previous year, as published by the Bank of Israel) amounted to 6.4%, (7.8)% and 4.1% in 2013, 2012 and 2011, respectively. Assuming a 10% appreciation of the NIS against the U.S. dollar, and assuming a maximum deviation of 1% in inflation, we would experience exchange rate losses of approximately $1.0 million, excluding the effect of our hedging transactions.

A significant portion of our expenditures is employee compensation-related. Salaries are paid in NIS and may be adjusted for changes in the Israeli consumer price index, or CPI, through salary increases or adjustments. These upward adjustments increase salary expenses in U.S. dollar terms. The devaluation/appreciation of the NIS against the U.S. dollar decreases/increases employee compensation expenditures as expressed in dollars proportionally. Some of our other NIS-based expenses are either currently adjusted to U.S. dollars or are adjusted to the CPI.

Item 12. Description of Securities Other than Equity Securities.

Not Applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies.

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.

None.

Item 15.

Controls and Procedures.

(a) Disclosure Controls and Procedures – Our management evaluated, with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2013. Based on their evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures were effective as of December 31, 2013.

(b) Management’s Annual Report on Internal Control Over Financial Reporting – Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective can only provide reasonable assurance with respect to financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our principal executive and principal financial officers, assessed our internal control over financial reporting as of December 31, 2013. Our management based its assessment on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has concluded that, as of December 31, 2013, our internal control over financial reporting is effective.

(d) Changes in Internal Control Over Financial Reporting – Based on the evaluation conducted by our management, with the participation of our principal executive and principal financial officers, pursuant to Rules 13a-15(d) and 15d-15(d) promulgated under the Exchange Act, our management (including such officers) has concluded that there has been no change in our internal control over financial reporting that occurred during 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert.

Our board of directors has determined that Rami Entin, who serves on the audit committee of our board of directors and who meets the “independence” definition under the NASDAQ Stock Market Listing Rules, qualifies as our “audit committee financial expert,” as defined under the rules and regulations of the SEC, as well as our external director with “accounting and financial expertise” under the Companies Law.

Item 16B. Code of Ethics.

We have adopted a code of ethics that applies to our Chief Executive Officer and Chief Financial Officer (who also serves as our principal accounting officer), and persons performing similar functions, and which complies with the rules promulgated by the SEC. We will provide to any person, without charge, upon request, a copy of the code of ethics and respond to any questions concerning the code. Requests to receive a copy of the code of ethics should be sent to us at our corporate headquarters located at 11 Gush Etzion Street, Givat Shmuel 54030, Israel, Attention: Chief Financial Officer. In addition, we have adopted a code of business conduct that applies to all of our directors, officers and employees, and which complies with the rules of the NASDAQ Capital Market.

The chairman of our audit committee may approve a request by our Chief Executive Officer, Chief Financial Officer (who also serves as our principal accounting officer) or any person performing similar functions for a waiver from the requirements of our code of ethics pertaining to (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationship; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we must file with, or submit to, the SEC and in other public communications made by us; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violation of the code of ethics to the chairman of our audit committee; and (v) accountability for adherence to the code of ethics; provided in each case that the person requesting such waiver provides to our audit committee a full disclosure of the particular circumstances relating to such request. The chairman of our audit committee will first determine whether a waiver of the relevant requirements of the code of ethics is required and, if such waiver is required, whether a waiver will be granted. The person requesting such waiver may be required to agree to certain conditions before a waiver or a continuing waiver is granted.

Any amendments to the code of ethics and all waivers from compliance with the code of ethics granted to our Chief Executive Officer, Chief Financial Officer (who also serves as our principal accounting officer) or any person performing similar functions with respect to its requirements described in the above paragraph will be publicly disclosed by us in accordance with the regulations of the SEC. No such amendment was adopted, nor waiver provided, by us during the fiscal year ended December 31, 2013.

Item 16C.

Principal Accountant Fees and Services.

Audit Fees

The aggregate fees billed for professional services rendered to us by our principal accountants for the audit of our financial statements in 2012 and 2013 were $80,000 and $90,000, respectively.

Audit-Related Fees

We did not incur any fees for assurance and related services rendered to us by our principal accountants that were reasonably related to the audit of our financial statements in 2012 and 2013 (aside from the fees included under “Audit Fees” above).

Tax Fees

The aggregate fees billed for professional services rendered to us by our principal accountants for tax compliance, tax advice and tax planning in 2012 and 2013 were $50,000 and $7,000, respectively, which, in 2012, related to international taxation and cash distributions and in 2013 related to a tax assessment in Germany.

All Other Fees

The aggregate other fees billed for professional services rendered to us by our principal accountants in 2012 and 2013 were $7,000 and $33,000, respectively, which, in 2012, related to our agreement with the OCS and in 2013 related to consents and comfort letters.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Accountants

The audit committee of our board of directors is responsible for the oversight of our independent accountants’ work. The audit committee’s policy is to pre-approve all audit and non-audit services provided by our independent accountants, Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu. These services may include audit services, audit-related services, tax services and other services, as described above. Our audit committee sets forth the basis for its pre-approval in detail, listing the particular services or categories of services which are pre-approved, and setting forth a specific budget for such services. Additional services may be pre-approved by the audit committee on an individual basis. Once services have been pre-approved, our independent accountants and management then report to the audit committee on a periodic basis regarding the extent of services actually provided in accordance with the applicable pre-approval, and regarding the fees for the services performed. Such fees for 2012 and 2013 were pre-approved by the audit committee in accordance with these procedures, including:

(a) in 2012— (i) $47,000 for international tax services; (ii) approximately $7,000 in hourly fees for advice regarding our agreement with the OCS; and (iii) $4,000 for a review of our quarterly 2012 financial statements that was required in connection with dividends that we paid in 2012; and

(b) in 2013— (i) approximately $4,000 for a review of our quarterly financial statements that was required in connection with dividends that we paid; (ii) approximately $33,000 for consents and comfort letters; and (iii) a budget of up to $20,000 annually for various non-audit services to be provided to the Company and/or its subsidiaries by Brightman Almagor Zohar & Co. and/or its international Deloitte affiliates, above which amount pre-approval will be required by the audit committee on a case by case basis.

Item 16D. Exemptions from the Listing Standards for Audit Committees.

Not applicable

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

On June 4, 2008, we announced that our board of directors had approved the use of up to $1 million of our available cash to repurchase our ordinary shares. Under the repurchase program, share purchases may be made from time to time at the discretion of management in the open market or in privately negotiated transactions depending on market conditions, share price, trading volume and other factors. Such purchases were to be made in accordance with the requirements of U.S. securities laws. For portions of the authorized repurchase amount, we entered into plans that were compliant with Rule 10b5-1 and Rule 10b-18 under the Exchange Act that were designed to facilitate such purchases. The repurchase program has no time limit, does not require us to acquire a specific number of shares, and may be suspended from time to time or discontinued. In August 2010, we suspended repurchases under this program, and did not make any further repurchases during 2011, 2012 or 2013. We may continue repurchases under this program once again at any time in the future.

Item 16F. Change in Registrant’s Certifying Accountant.

Not applicable.

Item 16G. Corporate Governance.

The NASDAQ Capital Market requires companies with securities listed thereon to comply with its corporate governance standards. As a foreign private issuer, we are not required to comply with all of the rules that apply to listed domestic U.S. companies. Pursuant to NASDAQ Listing Rule 5615(a)(3), we have notified NASDAQ that with respect to the corporate governance practices described below, we instead follow Israeli law and practice and accordingly will not follow the NASDAQ Listing Rules. Except for the differences described below, we do not believe there are any significant differences between our corporate governance practices and those that apply to a U.S. domestic issuer under the NASDAQ Capital Market corporate governance rules.

Majority Board Independence and Executive Sessions of Independent Directors: Under Israeli law, the board of directors needs to include external directors (as described in “Item 6— Directors, Senior Management and Employees— Board of Directors— External Directors”) but independent, unaffiliated or external directors do not need to comprise a majority of the board, unlike the majority “independent director” requirement under NASDAQ Listing Rule 5605(b)(1). Furthermore, under Israeli law, all matters that are subject to the approval of a company’s board of directors are discussed by the full board of directors. Thus, independent directors do not conduct separate, “executive” sessions, as is required under NASDAQ Listing Rule 5605(b)(2).

Independent Director Oversight of Nominations: Under Israeli law, there is no requirement to have an independent nominating committee or the independent directors of a company select (or recommend for selection) director nominees, as is required under NASDAQ Listing Rule 5605(e) for a U.S. domestic issuer. Our board of directors handles this process, as is permitted by our articles and the Companies Law. We also need not adopt a formal board resolution or charter addressing the director nominations process and such related matters as may be required under the U.S. federal securities laws, as NASDAQ requires for a U.S. issuer.

Independent Director Oversight of Executive Officer Compensation: As described under “Item 6— Board Practices— Board Committees— Compensation Policy and Committee”, under a recent amendment to the Companies Law, the compensation of our executives and other office holders is subject to (i) a compensation policy that we adopted in 2013 and (ii) the recommendations of a compensation committee of our board of directors that we have appointed. The required composition of that committee and the procedure for approval of compensation under that Companies Law amendment differ slightly from those under NASDAQ Listing Rule 5605(d), which requires that the compensation of executive officers be recommended or determined solely by independent directors or by a compensation committee of the board consisting solely of independent directors (as defined under the NASDAQ Listing Rules). While there is significant practical overlap as to who qualifies to serve on the compensation committee under the Companies Law and the NASDAQ Listing Rules, the requirements are not identical, and we comply with the Companies Law requirement.

Shareholder Approval: We do not intend to comply (if and when the events underlying such rule become relevant) with the NASDAQ listing requirement for shareholder approval for the establishment of, and amendments to, stock option or equity compensation plans (NASDAQ Listing Rule 5635(c)), which matter is not subject to shareholder approval under Israeli law and practice.

Distribution of Annual and Interim Reports: As opposed to NASDAQ Listing Rule 5250(d) that requires listed issuers to make annual and quarterly reports available to shareholders in one of a number of specific manners, Israeli law does not require us to distribute such reports directly to shareholders, and the generally accepted business practice in Israel is not to distribute such reports to shareholders but to make such reports available through a public website. In addition, we will make our annual report containing audited financial statements available to our shareholders at our offices (in addition to a public website) and will only mail such report to shareholders upon request.

Quorum. As permitted under the Companies Law, effective as of April 30, 2014 (when our shareholders approved an amendment to our articles), the quorum required for a general meeting of shareholders consists of at least two shareholders present in person, by proxy or by other voting instrument, who hold at least 25% of the voting power of our shares (and at an adjourned meeting, with some exceptions, at least two shareholders), instead of 331/3% of the issued share capital, as required under the NASDAQ Listing Rules.

Item 16H. Mine Safety Disclosure.

Not applicable.

PART III

Item 17.

Financial Statements.

We have elected to provide financial statements and related information pursuant to Item 18.

Item 18.

Financial Statements.

See pages F-1 through F-34 appended hereto.

Item 19.

Exhibits.

1.1	Amended and Restated Articles of Association of Cimatron Ltd. (incorporated by reference to Exhibit A to our Proxy Statement for our 2006 Annual General Meeting of Shareholders, included in our Current Report on Form 6-K, filed with the SEC on November 22, 2006)

4.1	Employment Agreement, dated as of January 2, 2008, by and between William F. Gibbs and Cimatron Gibbs LLC (formerly known as Nortamic LLC) (incorporated by reference to Exhibit 4.2.5 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the SEC on June 30, 2008)

8.1	List of Cimatron Ltd. Subsidiaries

12.1	Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act

12.2	Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Exchange Act

13	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1	Consent of Brightman Almagor Zohar & Co., Certified Public Accountants, a member of Deloitte Touche Tohmatsu

15.2	Consent of Lucas, Horsfall, Murphy & Pindroh, LLP

101

The following financial information from Cimatron Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2013 and 2012; (ii) Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011; (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and 2011; (iv) Statements of Shareholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and 2011; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011; and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text. Users of this data are advised, in accordance with Rule 406T of Regulation S-T promulgated by the SEC, that this Interactive Data File is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under those sections.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	CIMATRON LTD.

	By:	/s/ Dan Haran
		Name: Dan Haran
		Title: President and Chief Executive Officer

Date: April 30, 2014

CIMATRON LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2013

CIMATRON LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page

Report of Independent Registered Public Accounting Firm	F - 2

Consolidated Balance Sheets	F-3 - F-4

Consolidated Statements of Operations	F - 5

Consolidated Statements of Comprehensive Income	F - 6

Consolidated Statements of changes in Shareholders’ Equity and Comprehensive Income (Loss)	F-7 - F-9

Consolidated Statements of Cash Flows	F-10 - F-11

Notes to the Consolidated Financial Statements	F-12 - F-31

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of

Cimatron Ltd.

We have audited the accompanying consolidated balance sheets of Cimatron Ltd. and its subsidiaries ("the Company") as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We did not audit the financial statements of Cimatron Gibbs LLC, (a subsidiary), which statements reflect total assets constituting 13% and 16% of consolidated total assets as of December 31, 2013 and 2012, respectively, and total revenues constituting 29%, 31% and 30% of consolidated total revenues for the years ended December 31, 2013, 2012 and 2011 respectively. Those statements were audited by other auditor, whose report has been furnished to us and our opinion, insofar as it relates to the amounts included for that subsidiary, is based solely on the report of the other auditor.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, such consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries as of December 31, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

/s/ Brightman Almagor Zohar & Co.

Certified Public Accountants

A member firm of Deloitte Touche Tohmatsu

Tel Aviv, Israel

March 30, 2014

CIMATRON LIMITED

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

			December 31,
	Note		2 0 1 3		2 0 1 2
ASSETS

Current assets
Cash and cash equivalents			$	13,052	$	11,903
Trade accounts receivable, net of allowance for doubtful accounts of $1,097 and $1,004 as of December 31, 2013 and 2012 respectively		3		6,838		6,049
Other accounts receivable and prepaid expenses		4		2,218		1,592
Inventory				216		196
Total current assets				22,324		19,740

Deposits with insurance companies and severance pay funds		7		3,725		3,296

Property and equipment		5
Cost				10,145		10,062
Less - accumulated depreciation				9,168		9,187
Property and equipment, net				977		875

Other assets
Goodwill, net				9,225		9,067
Other Intangible Assets				759		1,432
Deferred tax asset				423		-
Total other assets				10,407		10,499
Total assets			$	37,433	$	34,410

The accompanying notes are an integral part of the financial statements

F - 3

CIMATRON LIMITED

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

			December 31,
	Note		2 0 1 3			2 0 1 2
LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Short-term bank credit			$	5		$	1
Related parties				-			150
Trade payables				1,356			1,169
Other liabilities and accrued expenses		6		6,297			7,054
Deferred revenues				2,974			2,843
Total current liabilities				10,632			11,217

Long-term liabilities
Accrued severance pay		7		5,018			4,453
Deferred tax liability				69			275
				5,087			4,728

Contingent liabilities and commitments		8		-			-

Shareholders’ equity
		9
Ordinary shares of NIS 0.10 par value (Authorized - 19,950,000 shares, issued and outstanding 11,339,353 shares at December 31, 2013 and 9,948,948 at December 31, 2012)				350			313
Additional paid-in capital and other capital surplus				16,967			18,906
Retained earnings (accumulated deficit)				4,823			(24	)
Accumulated comprehensive income (loss)				293			(6	)
				22,433			19,189
Treasury stock, at cost; 607,956 shares at December 31, 2013 and 2012				(752	)		(752	)
Total Cimatron Ltd. shareholders’ equity				21,681			18,437

Non controlling interest				33			28

Total equity				21,714			18,465

Total liabilities and shareholders’ equity			$	37,433		$	34,410

The accompanying notes are an integral part of the financial statements.

F - 4

CIMATRON LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

			Year ended December 31,
	Note		2 0 1 3			2 0 1 2			2 0 1 1

Revenues:		12a
Products			$	19,510		$	19,120		$	18,177
Maintenance and Services				24,736			23,194			22,537
Total				44,246			42,314			40,714

Cost of revenues		12b
Products				4,118			3,483			3,769
Services				1,711			1,609			1,614
Total				5,829			5,092			5,383

Gross profit				38,417			37,222			35,331

Research and development expenses, net				7,389			7,001			6,739

Selling, general and administrative expenses		12c		25,566			24,677			24,453

Operating income				5,462			5,544			4,139

Financial expenses, net				(23	)		(35	)		(195	)
Other expenses				(15	)		(30	)		(6	)

Income before income taxes				5,424			5,479			3,938

Income taxes		10		(572	)		(1,770	)		(1,327	)

Net income				4,852			3,709			2,611

Less: Net loss (gain) attributable to the non controlling interest				(5	)		(10	)		57

Net income attributable to Cimatron's shareholders			$	4,847		$	3,699		$	2,668

Net Income per share (basic and diluted)			$	0.49		$	0.40		$	0.29

Weighted average number of shares outstanding
Basic earnings per share				9,796			9,323			9,252

Diluted earnings per share				9,832			9,337			9,292

The accompanying notes are an integral part of the financial statements.

F - 5

CIMATRON LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Year ended December 31,
	2 0 1 3		2 0 1 2		2 0 1 1

Net income	$	4,852	$	3,709	$	2,611

Unrealized gain (loss) on derivative instruments		-		277		(431	)

Unrealized gain (loss) on other assets & Goodwill in non-reporting currency		158		59		(109	)

Foreign currency translation adjustment		141		104		359

Comprehensive income	$	5,151	$	4,149	$	2,430

The accompanying notes are an integral part of the financial statements.

F - 6

CIMATRON LIMITED

STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Non-					Additional											Total
	controlling			Share		paid-in		Comprehensive			Accumulated			Treasury			shareholders’
	interest			capital		capital		loss			deficit			stock			equity

Balance at December 31, 2010	$	(74	)	$	304	$	18,275	$	(265	)	$	(303	)	$	(752	)	$	17,185

Changes during the year ended December 31, 2011:
Net Income (loss)		(57	)		-		-		-			2,668			-			2,611
Cash dividend paid		-			-		-		-			(3,216	)		-			(3,216	)
Comprehensive loss		-			-		-		(181	)		-			-			(181	)
Exercise of stock options		-			9		724		-			-			-			733

Balance at December 31, 2011	$	(131	)	$	313	$	18,999	$	(446	)	$	(851	)	$	(752	)	$	17,132

The accompanying notes are an integral part of the financial statements.

F - 7

CIMATRON LIMITED

STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Non-					Additional												Total
	controlling			Share		paid-in			Comprehensive			Accumulated			Treasury			shareholders’
	interest			capital		capital			loss			deficit			stock			equity

Balance at December 31, 2011	$	(131	)	$	313	$	18,999		$	(446	)	$	(851	)	$	(752	)	$	17,132

Changes during the year ended December 31, 2012:
Net Income		10			-		-			-			3,699			-			3,709
Cash dividend paid		-			-		-			-			(2,872	)		-			(2,872	)
Changes in non-controlling interest		149			-		(205	)		-			-			-			(56	)
Comprehensive income		-			-		-			440			-			-			440
Exercise of stock options		-			-		112			-			-			-			112

Balance at December 31, 2012	$	28		$	313	$	18,906		$	(6	)	$	(24	)	$	(752	)	$	18,465

The accompanying notes are an integral part of the financial statements.

F - 8

CIMATRON LIMITED

STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

(in thousands)

											Retained
	Non-				Additional						earnings						Total
	controlling		Share		paid-in			Comprehensive			(accumulated			Treasury			shareholders’
	interest		capital		capital			Income (loss)			deficit)			stock			equity

Balance at December 31, 2012	$	28	$	313	$	18,906		$	(6	)	$	(24	)	$	(752	)	$	18,465

Changes during the year ended December 31, 2013:
Net Income		5		-		-			-			4,847			-			4,852
Cash dividend paid		-		-		(7,916	)		-			-			-			(7,916	)
Issuance of shares		-		28		5,748			-			-			-			5,776
Issuance of restricted shares		-		9		-			-			-			-			9
Comprehensive income		-		-		-			299			-			-			299
Stock based compensation		-		-		229			-			-			-			229

Balance at December 31, 2013	$	33	$	350	$	16,967		$	293		$	4,823		$	(752	)	$	21,714

The accompanying notes are an integral part of the financial statements.

F - 9

CIMATRON LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year ended December 31,
	2 0 1 3			2 0 1 2			2 0 1 1
CASH FLOWS - OPERATING ACTIVITIES
Net Income	$	4,852		$	3,709		$	2,611

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,043			1,307			1,376
Increase (decrease) in accrued severance pay		493			159			(135	)
Stock options compensation		182			-			-
Deferred taxes, net		(1,108	)		104			504

Changes in assets and liabilities:
Decrease (increase) in accounts receivable and prepaid expenses		(863	)		178			(222	)
Increase in inventory		(15	)		(12	)		(2	)
Decrease (increase) in deposits with insurance companies
and severance pay fund		(429	)		(227	)		210
Increase (decrease) in trade payables, accrued expenses
and other liabilities		(684	)		(2,045	)		228
Net cash provided by operating activities		3,471			3,173			4,570

CASH FLOWS - INVESTING ACTIVITIES
Purchase of property and equipment		(459	)		(265	)		(428	)
Proceeds from sale of property and equipment		-			1			-
Purchase of non-controlling interest		-			(52	)		-
Net cash used in investing activities		(459	)		(316	)		(428	)

CASH FLOWS - FINANCING ACTIVITIES
Short-term bank credit		4			(83	)		(10	)
Long-term bank credit		(1	)		(8	)		(87	)
Proceeds from issuance of shares upon exercise of options		47			112			733
Proceeds from issuance of restricted shares		9			-			-
Proceeds from issuance of shares from public offering		5,776			-			-
Cash dividend paid		(7,916	)		(2,872	)		(3,216	)
Net cash used in financing activities		(2,081	)		(2,851	)		(2,580	)

Effect of exchange rate changes on cash		218			110			4

Net increase in cash and cash equivalents		1,149			116			1,566
Cash and cash equivalents at beginning of year		11,903			11,787			10,221
Cash and cash equivalents at end of year		13,052			11,903			11,787
Supplemental information:
Cash paid during the year for income taxes	$	2,230		$	1,083		$	755

The accompanying notes are an integral part of the financial statements.

F - 10

CIMATRON LIMITED

APPENDIX TO STATEMENTS OF CASH FLOWS

(in thousands)

	Year ended December 31,
	2 0 1 3		2 0 1 2		2 0 1 1
Appendix B - Non-cash transactions

Purchase of property on credit	$	-	$	5	$	19

The accompanying notes are an integral part of the financial statements.

F - 11

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 1 - GENERAL

Cimatron Ltd. (the "Company" or "Cimatron") designs, develops, manufactures, markets and supports a family of CAD/CAM software solutions for mold, tool and die makers as well as manufacturers of discrete parts. The Cimatron product line includes the CimatronE and GibbsCAM brands with solutions for mold design, die design, electrodes design, 2.5 to 5 axes milling, wire EDM, turn, Mill-turn, rotary milling, multi-task machining, and tombstone machining. Cimatron's subsidiaries and distribution network serve and support customers in the automotive, aerospace, medical, consumer plastics, electronics, and other industries in over 40 countries worldwide.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with U.S. generally accepted accounting principles ("GAAP").

Use of estimates in preparation of financial statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Financial statements in U.S. dollars

The reporting currency of the Company is the U.S. dollar (the "dollar").

The dollar is the functional currency of the Company and its subsidiaries in the United States and Canada. Transactions and balances originally denominated in dollars are presented at their original amounts. Non-dollar transactions and balances are remeasured into dollars in accordance with the principles set forth in Accounting Standards Codification (“ASC”) 830-10 “Foreign Currency Translation” (“ASC 830-10”) (formerly: Statement of Financial Accounting Standards ("SFAS") No. 52). All exchange gains and losses from remeasurement of monetary balance sheet items resulting from transactions in non-dollar currencies are recorded in the statement of operations as they arise.

The financial statements of certain subsidiaries whose functional currency is other than the dollar are translated into dollars in accordance with the principles set forth in ASC 830-10. Assets and liabilities have been translated at year-end exchange rates; results of operations have been translated at average exchange rates. The translation adjustments have been reported as a separate component of shareholders' equity.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and all of its subsidiaries. All significant intercompany transactions and balances have been eliminated.

Cash and cash equivalents

Cash equivalents consist of short-term, highly liquid investments that are readily convertible into cash with original maturities of three months or less.

F - 12

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

Marketable securities

The Company accounts for its investments in marketable securities in accordance with ASC 320-10, "Accounting for Certain Investments in Debt and Equity Securities" (“ASC 320-10”) (formerly: “SFAS No. 115).

Management determines the appropriate classification of the Company’s investments in marketable debt securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available-for-sale.

Realized gains and losses on sales of investments, as determined on a specific identification basis, were included in the consolidated statement of operations. As of December 31, 2013 the Company had no investment in marketable securities.

Fair value of financial instruments

The financial instruments of the Company consist mainly of cash and cash equivalents, short-term investments, current accounts receivable, accounts payable and long-term liabilities. In view of their nature, the carrying values of the financial instruments included in working capital of the Company approximate their fair-values.

Concentrations of credit risk

Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, and trade accounts receivables. The Company’s cash and cash equivalents are invested primarily in deposits with major banks worldwide. Management believes that the financial institutions that hold the Company’s investments are financially sound, and accordingly, minimal credit risk exists with respect to such investments. The Company’s trade account receivables are derived from sales to customers located primarily in the U.S., Europe, Asia and Israel. The Company performs ongoing evaluations of its customers and maintains an allowance for doubtful accounts which management believes adequately covers all anticipated losses in respect of trade account receivables.

Allowance for doubtful accounts

The allowance for doubtful accounts is computed on a specific identification basis for accounts, of which the collection, in management’s estimation, is doubtful.

Inventory

Inventory is presented at the lower of cost or market. Cost is determined by the “first in, first out” method.

F - 13

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

Property and equipment

Property and equipment are stated at cost. Depreciation is computed using the “straight-line” method, over the estimated useful life of assets, as follows:

Computers and software	3 years
Office furniture and equipment	5- 16.5 years

Leasehold improvements are amortized, using the straight-line method, over the shorter of the lease term or the useful lives of the improvements.

Impairment of long-lived assets, goodwill and other intangible assets

The Company evaluates its long-lived tangible and intangible assets for impairment in accordance with ASC 350-20, “Goodwill and Other Intangible Assets,” and ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Goodwill represents the excess purchase price paid by the Company over the fair value of identifiable intangible assets as a result of purchasing a business. Goodwill is not amortized but instead is tested for impairment using a two-step process that may be preceded by a qualitative impairment assessment. Qualitative impairment assessment should be made to changes in circumstances and events indicating whether some of the intangible assets were impaired. When determined, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The first step involves comparing the fair value of a company’s reporting units to their carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. No write-offs were recorded during 2013, 2012 and 2011.

The Company regularly reviews whether facts and circumstances exist which indicate that the carrying amount of assets may not be recoverable. The Company assesses the recoverability of the carrying amount of its long-lived assets based on expected undiscounted cash flows. If an asset’s carrying amount is determined to not be recoverable, the Company recognizes an impairment loss based upon the difference between the carrying amount and the fair value of such asset, in accordance with ASC 360-10 "Accounting for the Impairment or Disposal of Long-Lived Assets” ("ASC 360-10").

Software development costs

Software development costs incurred prior to the establishment of technological feasibility are included in research and development expenses.

Based on the Company's product development process, technological feasibility is established upon completion of a working model. Costs incurred by the Company between completion of a working model and the point at which a product is ready for general release has been insignificant. Therefore, all research and development costs have been expensed.

F - 14

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

Acquisition-related intangible assets

The Company accounts for its business combinations in accordance with ASC 805 “Business Combinations” (ASC 805-10), and with ASC 350-20 “Goodwill and Other Intangible Assets” (“ASC 350-20”). ASC 805-10 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill.

Acquisition-related intangible assets result from the Company's acquisitions of businesses accounted for under the purchase method and consist of the value of identifiable intangible assets including developed software products, established workforce and trade names, as well as goodwill. Goodwill is the amount by which the acquisition cost exceeds the fair values of identifiable acquired net assets on the date of purchase. Acquisition-related intangible assets are reported at cost, net of accumulated amortization.

Acquisition-related intangible assets amortization amounted approximately $673,000, $934,000 and $990,000 for the years ended 31 December, 2013, 2012 and 2011 respectively.

Stock-based compensation

The Company applied the provisions of ASC 718-10, “Share-Based Payment” ("ASC 718-10") (formerly: “SFAS No. 123 (Revised)”). ASC 718-10 requires employee share-based equity awards to be accounted for under the fair value method. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award.

Revenue recognition

The Company recognizes revenues in accordance with ASC 985-605-15, “Software Revenue Recognition” (“ASC 985-605-15”).

In accordance with ASC 985-605-15, revenues from software license fees are recognized when persuasive evidence of an arrangement exists, the software product covered by written agreement or a purchase order signed by the customer has been delivered, the license fees are fixed and determinable and collection of the license fees is considered probable. When software arrangements involve multiple elements the Company allocates revenue to each element based on the vendor-specific objective evidence of fair-value (“VSOE”). The Company limits its assessment of VSOE for each element to the price charged when such element is sold separately.

Service revenues include consulting services, post-contract customer support and training. Revenues from consulting services are generally recognized on a time and material basis. Post-contract customer support arrangements provide for technical customer support and the right to unspecified upgrades on an if-and-when-available basis. Revenues from these arrangements are recognized ratably over the term of the support period (generally one year) and training and other service revenues are recognized as the related services are provided. Deferred revenues represent mainly amounts received on account of service agreements.

F - 15

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue recognition (Cont.)

The Company’s sales are made pursuant to standard purchase orders, containing payment terms averaging between 30 - 120 days. The Company's arrangements do not substantially include any refund provisions nor are payments subject to milestones. In addition, the Company’s arrangements do not substantially contain customer acceptance provisions.

Research and development costs

Research and development costs are expensed as incurred.

Deferred income taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. This topic prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities. Deferred taxes are computed based on the tax rates anticipated (under applicable law as of the balance sheet date) to be in effect when the deferred taxes are expected to be paid or realized.

The Company evaluates the realizability of its deferred tax assets for each jurisdiction in which it operates at each reporting date, and establishes valuation allowances when it is more likely than not that all or a portion of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the same character and in the same jurisdiction. The Company considers all available positive and negative evidence in making this assessment, including, but not limited to, the scheduled reversal of deferred tax liabilities and projected future taxable income.

For uncertain tax positions, the Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate tax positions taken or expected to be taken in a tax return by assessing whether they are more-likely-than-not sustainable, based solely on their technical merits, upon examination and including resolution of any related appeals or litigation process. The second step is to measure the associated tax benefit of each position as the largest amount that the Company believes is more-likely-than-not realizable. Differences between the amount of tax benefits taken or expected to be taken in the Company’s income tax returns and the amount of tax benefits recognized in the Company’s financial statements, represent unrecognized income tax benefits, which the Company either records as a liability or as a reduction of deferred tax assets. The Company's policy is to include interest and penalties related to unrecognized income tax benefits as a component of income tax expense.

Basic and diluted net income per share

Basic and diluted net income per share have been computed in accordance with ASC 260-10 “Earning per Share” (formerly: “SFAS No. 128”) using the weighted average number of ordinary shares outstanding during the relevant fiscal year, net of treasury shares. In computing diluted net income per share, the potential dilutive effect of outstanding equity awards is taken into account using the treasury stock method.

F - 16

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

Derivative financial instruments

The Company’s primary objective in holding derivative financial instruments is to manage currency market risks. The Company transacts business in various currencies other than the U.S. dollar, primarily the Euro and New Israeli Shekel (the "NIS"). The Company has established balance sheet and forecasted transaction risk management programs to protect against volatility of future cash flows caused by changes in exchange rates. The Company uses from time to time currency forward contracts and currency options in these risk management programs. These programs reduce, but do not always entirely eliminate, the impact of currency exchange movements.

In accordance with ASC 815-10, "Accounting for Derivative Instruments and Hedging Activities", as amended, the Company recognizes all derivative instruments as either assets or liabilities on the balance sheet at fair value. Fair values of currency forward contracts and currency options are based on quoted market prices or pricing models using current market rates. The accounting for gains or losses from changes in fair value of a derivative instrument depends on whether it has been designated and qualifies for hedge accounting as well as on the type of hedging relationship.

The criteria for designating a derivative as a hedge include the instrument's effectiveness in risk reduction and one-to-one matching for the derivative instrument to its underlying transaction. Gains and losses on derivatives that are not designated as hedges for accounting purposes are recognized currently in earnings.

The Company's outstanding derivative instruments as of balance sheet dates are included in other receivables and other accrued liabilities.

Currency forward contracts and currency options, which generally expire within 12 months and are used to hedge exposures to variability in expected future foreign-denominated cash flows, are designated as cash flows hedges. For these derivatives, the effective portion of the gain or loss is reported as a component of other comprehensive income in stockholders' equity and is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings, and within the same income statement line item.

The ineffective portion of the gain or loss on the derivative in excess of the cumulative change in the present or future cash flows of the hedged item, if any, is recognized in financial income (expenses) net during the period of change.

There were no foreign currency forward contracts and foreign currency options outstanding at December 31, 2013 and 2012.

Recently issued accounting pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires companies to disclose significant amounts that have been reclassified out of accumulated other comprehensive income. Amounts that are required to be reclassified in their entirety to net income must be disclosed either on the face of the income statement or in the notes to the financial statements. Amounts that are not required to be reclassified in their entirety to net income in the same reporting period must be disclosed by a cross reference to other disclosures that provide additional information regarding such amounts. ASU No. 2013-02 is effective for fiscal years and interim periods beginning after December 15, 2012. The adoption of ASU No. 2013-02 has not had a material impact on the Company’s financial position or results of operations.

F - 17

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recently issued accounting pronouncements (Cont.)

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which provides explicit guidance on the financial statement presentation of an unrecognized tax benefit. ASU No. 2013-11 requires unrecognized tax benefits to be presented as a reduction to a deferred tax asset, except that, if a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position, then the unrecognized tax benefit should be presented as a liability. ASU No. 2013-11 has become effective for fiscal years and interim periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 has not had a material impact on the Company’s financial position or results of operations.

NOTE 3 - TRADE ACCOUNTS RECEIVABLE

	December 31,
	2 0 1 3				2 1 0 2

Accounts receivable	$	7,935		$	7,053
Less - allowance for doubtful accounts		(1,097	)		(1,004	)
	$	6,838		$	6,049

	Year ended December 31,
	2 0 1 3			2 0 1 2			2 0 1 1

Allowance for doubtful accounts at beginning of year	$	1,004		$	964		$	983
Provision		251			130			156
Translation adjustments		(4	)		(3	)		(1	)
Accounts receivable written off		(154	)		(87	)		(174	)
Allowance for doubtful accounts at end of year	$	1,097		$	1,004		$	964

NOTE 4 - OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES

	December 31,
	2 0 1 3		2 0 1 2

Prepaid expenses	$	552	$	337
Deferred tax asset		742		370
Government institutions		710		693
Other		214		192
	$	2,218	$	1,592

F - 18

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 5 - PROPERTY AND EQUIPMENT

	December 31,
	2 0 1 3		2 0 1 2
Cost:
Computers and software	$	7,290	$	7,014
Office furniture and equipment		2,119		2,302
Vehicles		123		145
Leasehold improvements		613		601
		10,145		10,062
Accumulated depreciation:
Computers and software		6,432		6,268
Office furniture and equipment		2,037		2,197
Vehicles		108		143
Leasehold improvements		591		579
		9,168		9,187
Property and equipment, net	$	977	$	875

NOTE 6 - OTHER LIABILITIES AND ACCRUED EXPENSES

	December 31,
	2 0 1 3		2 0 1 2

Employees and related liabilities	$	2,606	$	2,550
Accrued expenses		2,710		2,276
Taxes to government institutions		725		1,078
Deferred tax liability		256		1,150
	$	6,297	$	7,054

NOTE 7- ACCRUED SEVERANCE PAY (DEPOSITS WITH INSURANCE COMPANIES AND SEVERANCE PAY FUNDS)

Until April 30, 2009 the Company's liability for severance pay in Israel was calculated pursuant to Israeli severance pay law based on the most recent salary of an employee multiplied by the number of years of employment as of the balance sheet date. Starting May 1, 2009, and only for employment periods after May 1, 2009, the calculation was changed, based on a certain provision of the Israeli law that allows the Company to recognize the accumulated funds deposited in monthly deposits with severance pay funds and insurance policies as the fulfillment of the Company's liability for severance pay, subject to such monthly deposits being in line with the requirements of said provision of the law. There was no change in the calculation of the Company's liability for severance pay in Israel for employment periods before May 1, 2009.

The Company's liability for all of its employees is funded by monthly deposits with severance pay funds and insurance policies. An accrual is set up for any unfunded amount.

The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israeli severance pay law or labor agreements. The value of the deposited funds is based on the cash surrender value of the policies.

F - 19

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 8 - CONTINGENT LIABILITIES AND COMMITMENTS

In consideration of grants received from the Chief Scientist of the Israeli Ministry of Industry, Trade and Labor (the “Chief Scientist”), the Company was obligated to pay the Chief Scientist, royalties of 3.5% of sales of products developed with funds provided by the Chief Scientist, until the dollar-linked amount of such royalty payments is equal to 100% (150% for certain grants) of the grant payments received by the Company plus Libor interest rate (the Libor interest rate applies to grants received since January 1999). With respect to funds provided by the Chief Scientist for development projects held until December 31, 2000, the Company received grants in a total amount of $9,500, and paid back to the Chief Scientist royalties in the amount of approximately $6,600. The Company believed that the majority of products that it has sold since January 1, 2005 were not based on technology developed with funds provided by the Chief Scientist and that, accordingly, such sales should not be subject to the payment of royalties to the Chief Scientist. Nevertheless, the Company accrued royalty expenses in its financial reports for the periods from January 1st, 2005 to March 31st, 2010 in the amount of approximately $2,900, but has not paid any royalties associated with the products mentioned above to the Chief Scientist. In July 2012 the Company reached an agreement with the Chief Scientist, pursuant to which, Cimatron paid to the Chief Scientist an amount of approximately $2,500, and the Chief Scientist exempted Cimatron from any further royalty reports and payments, other than as may be required under applicable law in the event of a transfer of know how outside of Israel. As a result of this agreement, the Company recorded additional income of approximately $400, reflected as a lower cost of revenue in its 2012 Statement of Operations.

Regarding commitments in respect of the Company's approved enterprises see Note 10.A.

In consideration of grants received from the Fund for the Encouragement of Overseas Marketing of the Israeli Government’s Ministry of Industry and Trade (the “Fund”), the Company is obligated to pay the Fund royalties amounting to 3% to 4% of the Company's incremental exports, up to a maximum of 100% of the grants received.

On July 16, 2013, the Company received a letter from the Fund claiming that the Company did not properly calculate the amount of exports for the years 2008 through 2011. The Fund requested that the Company provide export reports calculated based on the Fund’s alleged method of calculation. On August 1, 2013, the Company responded to the Fund stating its position that it believed it properly calculated the amount of exports. On October 2, 2013, the Company received another letter from the Fund, claiming again (among other technical matters) that the Company did not properly calculate the amount of exports for the years 2008 through 2011. In a letter dated November 3, 2013, the Company fulfilled the technical requests appearing in the October 2, 2013 letter, and re-iterated its position regarding the method of exports calculations for the years 2008 through 2011. In the event that it is determined that the Company should follow the Fund’s approach, the Company would be required to pay royalties in the amount of $566, representing the entire not-yet repaid grant.

The Company believes that the Fund position is not strong, and therefore has accrued royalty expenses in its Statement of Operations for the year ended December 31st, 2013 in the amount of approximately $23, based on the Company’s calculation method.

The Company's contingent liability to the Fund as of December 31, 2013 is $566, contingent upon the Company’s incremental exports.

The Company uses technology in respect of which it is obligated to pay annual royalties to third parties, up to an amount of $2,850 until December 31, 2016.

F - 20

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 8 - CONTINGENT LIABILITIES AND COMMITMENTS (cont.)

Lease commitments

The premises of the Company and its subsidiaries are leased under various operating lease agreements, which expire on various dates.

Rent expenses for the years ended December 31, 2013, 2012 and 2011 were approximately $1,198, $1,147, and $1,194, respectively.

The Company leases its motor vehicles under cancelable operating lease agreements for periods through 2018. The minimum payment under the Company’s various operating leases, that would be due upon the cancellation thereof, amounted to $1,889 as of December 31, 2013.

Future minimum lease commitments under the Company's various operating leases as of December 31, 2013 are as follows:

Year ended December 31,
2014		1,811
2015		1,761
2016		1,667
2017		1,647
2018 and thereafter		1,535
	$	8,421

NOTE 9 - SHAREHOLDERS’ EQUITY

Share Trading Market

The Company's shares are listed and traded in the United States on the Nasdaq Capital Market.

Share Option and Restricted Shares Plans

In October 2004, the Company's Board of Directors adopted the 2004 Share Option and Restricted Shares Incentive Plan (the “2004 Share Option Plan”) pursuant to which 240,000 Ordinary Shares were reserved for issuance upon the exercise of options to be granted to directors, officers, employees and consultants of the Company. The exercise price of an option granted under the 2004 Share Option Plan may be no less than 95% of the fair market value of an Ordinary Share, as determined by the Board on the date that an option is granted. An option granted under the 2004 Share Option Plan may be exercised over a 10-year term unless otherwise determined by the Board. A grantee is responsible for all personal tax consequences of a grant and the exercise thereof.

In December 2005, our Board of Directors increased the 2004 Share Option Plan share reserve by an additional 250,000 shares.

In November 2007, the Company's Board of Directors approved the transfer of a pool of 618,500 unallocated options from a previous stock option plan adopted in April 1998 (the “1998 Share Option Plan”) to the 2004 Share Option Plan for future grants.

F - 21

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 9 - SHAREHOLDERS’ EQUITY (cont.)

A summary of the status of the 2004 Share Option Plan as of December 31, 2013, 2012 and 2011, and changes during the years ending on those dates, is presented below:

	Year ended December 31,
	2 0 1 3					2 0 1 2					2 0 1 1
	(in thousands)
	Shares underlying options			Weighted average exercise price		Shares underlying options			Weighted average exercise price		Shares underlying options			Weighted average exercise price
Outstanding at beginning of year		20,905		$	2.25		59,905		$	2.56		400,655		$	2.21
Granted		-			-		-					-			-
Exercised		(20,905	)	$	2.25		(39,000	)	$	2.72		(340,750	)	$	2.15
Cancelled		-			-		-					-			-
Outstanding at year end		-			-		20,905		$	2.25		59,905		$	2.56
Options exercisable at year end		-			-		20,905		$	2.25		59,905		$	2.56
Weighted average fair value of options granted during the year		-					-					-

On September 10, 2013, the Company granted an aggregate of 334,500 restricted shares under the 2004 Share Option Plan to certain of its directors, executive officers and employees, in consideration for a purchase price of NIS 0.10 per share, subject to a reverse vesting schedule of three years, such that the Company's right to repurchase the shares for no consideration, shall lapse with respect to 33.33% on the first anniversary from the date of grant and thereafter each quarter of continued engagement with the Company, 8.3325% of the restricted shares shall be released from the Company's repurchase right.

The Company intends to grant additional options and/or restricted shares under the 2004 Share Option Plan to its directors, executive officers and employees. At December 31, 2013 a reserve of 307,417 shares were available under the 2004 Share Option Plan for grants of options or restricted shares to directors, officers, employees and consultants of the Company.

F - 22

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 10 - INCOME TAXES

The Law for Encouragement of Capital Investments, 1959

Commencing in 1994, the Company’s operations were granted “approved enterprise” status under the Law for Encouragement of Capital Investments, 1959 (the "Investment Law"). Reduced tax rates applied to the Company’s income from the approved enterprise (which was determined based upon the increase in the Company’s revenue during the first year of its having the above-mentioned status as compared to the year before).

In the event of a distribution of cash dividends to shareholders of earnings subject to the approved enterprise exemption, the Company would have been liable for tax at a rate of 25% on such earnings. Prior to 2012, the Company did not provide deferred taxes on future distributions of tax-exempt earnings, as management and the Board of Directors determined not to make any distribution that may result in a tax liability for the Company. Accordingly, such earnings have been considered to be permanently reinvested.

On May 12, 2011 and August 4, 2011, the Company declared special cash dividends of NIS 0.45 per share and NIS 0.80 per share, respectively (approximately $0.12 and $0.22, based on the exchange rate published by the Bank of Israel as of the payment dates), which were payable on June 20, 2011 and September 12, 2011 to shareholders of record as of May 31, 2011 and August 24, 2011, respectively. On May 17, 2012 and November 7, 2012, the Company declared special cash dividends of NIS 0.78 per share and NIS 0.41 per share, respectively (approximately $0.20 and $0.11, based on the exchange rate published by the Bank of Israel as of the payment dates), which were payable on June 25, 2012 and December 17, 2012 to shareholders of record as of June 4, 2012 and November 28, 2012, respectively. The Company believes that these distributions were not made out of earnings subject to the exemption from the payment of corporate tax provided to an Approved Enterprise.

On April 1, 2005, a significant amendment to the Investment Law became effective. Despite the amendment, any terms and benefits included in any certificate of approval that was granted before the amendment came into effect will remain subject to the provisions of the Investment Law, as in effect on the date of such approval. Pursuant to the amendment, the Investment Center will continue to grant approved enterprise status to qualifying investments. The amendment, however, limits the scope of enterprises that may be approved by the Investment Center by setting criteria for the approval of a facility as an approved enterprise, such as provisions generally requiring that at least 25% of an approved enterprise’s income will be derived from export.

In January 6, 2011 an amendment to the Investment Law was published. The 2011 Amendment canceled the availability of the benefits granted in accordance with the provisions of the Investment Law prior to 2011 and, instead, introduced new benefits for income generated by a “Preferred Company” through its Preferred Enterprise (as such term is defined in the Investment Law) effective as of January 1, 2011 and onward. Under the 2011 Amendment, the uniform tax rate will be 10% in areas in Israel designated as Development Zone A and 15% elsewhere in Israel during 2011-2012, in 2013 7% and 12.5%, respectively and from 2014, 9% and 16%, respectively.

F - 23

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 10 - INCOME TAXES (Cont.)

The Law for Encouragement of Capital Investments, 1959 (Cont.)

Dividends paid out of income attributed to a Preferred Enterprise are generally subject to withholding tax at the rate of 15% (20% from 2014) or lower, as may be provided in an applicable tax treaty.

The 2011 Amendment also provided transitional provisions to address companies already enjoying current benefits. Under the transition provisions, the Company may decide to irrevocably implement the provisions of the 2011 Amendment while waiving benefits provided under the current law or to remain subject to the current law.

As the Company was no longer eligible for any benefits under its previous Approved Enterprises, in early May 2011 the Company informed the Israeli Tax Authority that it opted to be subject to the provisions of the Investment Law under the 2011 Amendment, effective as of January 1, 2011.

Pursuant to an amendment to the Investments Law which became effective on November 12, 2012, a company that elected by November 11, 2013 to pay a reduced corporate tax rate as set forth in that amendment (rather than the regular corporate tax rate applicable to Approved Enterprise earnings) with respect to undistributed exempt earnings accumulated by the company until December 31, 2011, will be entitled to distribute dividends from such earnings without being required to pay additional corporate tax with respect to such dividends. A company that has elected to do so must make certain qualified investments in Israel over the five-year period commencing in 2013. A company that has elected to apply the amendment cannot withdraw from its election. As of December 31, 2012 Cimatron intended to elect to benefit from such reduced corporate tax rate on exempt Approved Enterprise earnings, in case such earnings are distributed to shareholders, hence a deferred tax provision in the amount of $787 was included in the Company’s financial statements in respect of the tax payment expected in order to release the Company’s entire exempt Approved Enterprise earnings of approximately $7,900 for future cash distributions.

F - 24

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 10 - INCOME TAXES (Cont.)

The Law for Encouragement of Capital Investments, 1959 (Cont.)

On December 27, 2012 and February 5, 2013, the Company declared special cash distributions of NIS 1.60 per share and NIS 1.54 per share, respectively (approximately $0.43 and $0.41, based on the exchange rate published by the Bank of Israel as of the payment dates), which were payable on February 4 and March 5, 2013 to shareholders of record as of January 17 and February 15, 2013, respectively. These distributions were made from paid-in capital, following a court approval that was given in April 2012, allowing the distribution of up to $10 million to Cimatron shareholders, and following a ruling that was obtained from the Israeli Tax Authority. Further distributions under the said court approval and tax ruling, if any, are subject to subsequent Board of Directors approval of specific payments out of the total potential distribution amount. The above-mentioned ruling from the Israeli Tax Authority (the “Ruling”) dictated, among other things, that any distributions made under the above-mentioned court approval would be considered as distributions that were made out of earnings subject to the exemption from the payment of corporate tax provided to an Approved Enterprise, up to the total amount of such exempt earnings. The Ruling also provided that if the Company would elect to benefit from reduced corporate tax rate on exempt Approved Enterprise earnings pursuant to the above-mentioned amendment to the Investments Law which became effective on November 12, 2012, such reduced tax rate would apply to distributions made under the court approval. In January 2013 the Company elected to benefit from the reduced tax rate and in February 2013 the Company paid to the Israeli Tax Authority the amount of approximately $787 that was included as a deferred tax provision in the Company’s financial statements for the year ended December 31, 2012.

Current income taxes.

The Company's current income tax liability in 2013, 2012 and 2011, based on its income in such years, is presented in the following table:

	Year ended December 31,
	2 0 1 3			2 0 1 2			2 0 1 1
Income (loss) before taxes on income:
Domestic (Israel)	$	2,322		$	1,124		$	646
Foreign		3,102			4,355			3,292
		5,424			5,479			3,938
Provision for income taxes:
Deferred taxes		1,104			(104	)		(504	)
Current taxes		(1,676	)		(1,666	)		(823	)
	$	(572	)	$	(1,770	)	$	(1,327	)

F - 25

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 10 - INCOME TAXES (Cont.)

Deferred income taxes

Significant components of the deferred tax assets and liabilities of the Company and its subsidiaries are as follows.

	December 31,
	2 0 1 3			2 0 1 2
Deferred tax assets:
Loss carryforwards	$	219		$	703
Temporary differences		1,165			494
Total deferred tax assets		1,384			1,197
Valuation allowance		(216	)		(827	)
	$	1,168		$	370
Deferred tax liabilities:
Intangible assets		(328	)		(638	)
Exempt Approved Enterprise earnings		-			(787	)
Total deferred tax liabilities		(328	)		(1,425	)
Total deferred tax assets (liabilities), net	$	840		$	(1,055	)

Under ASC 740 ("Income Taxes"), deferred tax assets, net are to be recognized for the anticipated tax benefits associated with net operating loss carry-forwards and deductible temporary differences; unless it is more-likely-than-not that some or all of the deferred tax assets will not be realized. The adjustment is made by a valuation allowance. The Company has provided valuation allowances in respect of deferred tax assets mainly resulting from temporary differences and from net operating loss carry forwards in Italy, since Management currently believes, that it is more likely than not, that those deferred tax assets will not be utilized in the foreseeable future.

F - 26

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 10 - INCOME TAXES (Cont.)

The following is a reconciliation of the theoretical tax expense assumed that all income is taxed at the statutory tax rate in Israel and other jurisdiction to the actual income tax reported in the Company's statements of operations:

	Year ended December 31,
	2 0 1 3			2 0 1 2			2 0 1 1
Income before income taxes as reported
in the consolidated statements of operations	$	5,424		$	5,479		$	3,938

Income taxes under statutory tax rate		1,466			1,816			1,257

Increase (decrease) in taxes:

Decrease in valuation allowance		(611	)		(693	)		(190	)
Increase (decrease) in taxes resulting from permanent differences and non-deductible expenses		5			(48	)		204
Tax in respect of prior years		81			711			-
Differences in taxes arising from differences between Israeli currency income and dollar income, net (*)		83			172			56
Differences to statutory tax rate in Israel		(246	)		-			-
Temporary differences		(296	)		-			-
Other		90			(188	)		-
Income taxes in the statements
of operations	$	572		$	1,770		$	1,327

(*)

Differences between Israeli currency income and dollar income are based on changes in the Israeli CPI (the basis for computation of taxable income in Israel) and the exchange rate of Israeli currency relative to the dollar.

F - 27

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 10 - INCOME TAXES (Cont.)

(Cont.)

A reconciliation of the beginning and ending amount of unrecognized tax benefits related to uncertain tax positions is as follows:

	Year ended
	December 31,
	2 0 1 3

Balance at January 1, 2013	$	787
Gross change in tax positions of current period		-
Gross change for tax positions of prior year		-
Balance at December 31, 2013	$	787

	Year ended
	December 31,
		2 0 1 2

Balance at January 1, 2012	$	544
Gross change tax positions of current period		463
Gross change for tax positions of prior year		(220	)
Balance at December 31, 2012	$	787

The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to tax audits and settlement. The final tax outcome of its tax audits could be different from that which is reflected in the Company’s income tax provisions and accruals. Such differences could have a material effect on the Company’s income tax provision and net income in the period in which such determination is made.

Tax assessments

The Company has been issued final tax assessments by the Israeli income tax authorities through the tax year ended December 31, 2006.

The Company's subsidiary in Germany has been issued final assessments by the German tax authorities through the tax year ended December 31, 2011.

The Company's subsidiary in Italy has been issued final assessments by the Italian tax authorities through the tax year ended December 31, 2007.

F - 28

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 11 - TRANSACTIONS WITH RELATED PARTIES

In February 2002, Koonras Technologies Ltd., a subsidiary of Polar Investments Ltd. (“Koonras”) and DBSI Investments Ltd. (“DBSI”) consummated a transaction with Zeevi Computers and Technology Ltd. (“ZCT”), whereby they acquired all of the Ordinary Shares of the Company previously held by ZCT. Following the consummation of the sale of 1,700,000 Ordinary Shares from Koonras to DBSI on June 24, 2008, and the related approval by Cimatron's shareholders at such time, DBSI alone continued to provide to the Company all of the management services that were previously provided to the Company by Koonras and DBSI, and received the entire annual management fee until September 10, 2013. During 2013, DBSI informed the Company that it will stop providing the management services to the Company. Such services included, among others, service of members of the board (performed by three directors). Upon the cessation of the management services (that took place on September 10, 2013), DBSI ceased to receive the management fees.

The following transactions between the Company, on the one hand, and DBSI (significant shareholders of the Company until May 2013), on the other hand, are reflected in the Company's financial statements:

	Year ended December 31,
	2 0 1 3		2 0 1 2		2 0 1 1

Management fees	$	371	$	499	$	520

Prior to the Company’s merger with Gibbs System Inc. (Gibbs), Gibbs leased office space in Moorpark, California from a limited liability corporation controlled by Mr. William F. Gibbs. In connection with the merger in 2008, the lease was assigned to the Company, as a result of which the Company leases the space from that limited liability corporation. At the time of the assignment of the lease, the Company entered into an amendment to the original terms of the lease, pursuant to which the expiration date for the term of the lease was brought forward from 2020 to December 31, 2012, with an option for the Company to extend the lease for an additional five years. Also, as a result of the lease amendment, the rent that the Company is obligated to pay during the initial term of the lease is $24,710 per month (in lieu of $22,464 per month). In August 2012 the Company exercised its option to extend the lease for an additional five years, ending on December 31, 2017, under the same terms and rent payments as existed prior to the extension.

F - 29

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 12 - SELECTED STATEMENTS OF OPERATIONS DATA

Revenues

A breakdown of the Company's revenues by geographical region and based upon distribution of the Company's products by major distributors is provided below for the years 2013, 2012 and 2011:

	Year ended December 31,
	2 0 1 3			2 0 1 2			2 0 1 1
Revenue by geographical region:
Israel	$	1,078		$	969		$	979
Germany		11,063			9,648			9,860
Italy		6,507			6,352			6,797
Rest of Europe		3,818			3,635			3,438
Far East		7,156			6,646			6,050
USA		12,057			12,337			11,187
Rest of North America		1,788			1,902			1,659
Others		779			825			744
	$	44,246		$	42,314		$	40,714
Revenue through major distributors, as a percentage of total revenues:

Distributor (A)		4	%		4	%		4	%

Cost of revenues

	Year ended December 31,
	2 0 1 3			2 0 1 2			2 0 1 1

Hardware and software	$	3,429		$	3,217		$	3,073
Salaries and employee benefits		1,269			1,212			1,084
Royalties to the Chief Scientist		-			(419	)		-
Amortization of other intangible assets		588			588			588
Depreciation		10			12			9
Other		553			490			632
		5,849			5,100			5,386
Decrease (increase) in inventory		(20	)		(8	)		(3	)
	$	5,829		$	5,092		$	5,383

F - 30

CIMATRON LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 12 - SELECTED STATEMENTS OF OPERATIONS DATA (cont.)

Selling, general and administrative expenses

	Year ended December 31,
	2 0 1 3		2 0 1 2		2 0 1 1

Marketing costs	$	1,206	$	1,267	$	1,167
Selling expenses		19,188		18,281		18,135
General and administrative expenses		4,894		4,606		4,535
Amortization of other intangible assets		85		325		392
Depreciation		193		198		224
	$	25,566	$	24,677	$	24,453

F - 31

INDEPENDENT AUDITORS' REPORT

Board of Directors

Cimatron Gibbs, LLC

Moorpark, California

We have audited the accompanying balance sheets of Cimatron Gibbs, LLC (the Company), a California Limited Liability Company, as of December 31, 2013 and 2012, and the related statements of income and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cimatron Gibbs, LLC as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

Pasadena, California

February 19, 2014