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SHAREHOLDERS' EQUITY
 12 Months Ended
Dec. 31, 2012
SHAREHOLDERS' EQUITY [Abstract]  
SHAREHOLDERS' EQUITY

NOTE 15:- Shareholders' EQUITY

 

  a. The Company's share capital consisted of the following as of December 31, 2011 and 2012:

 

    Authorized     Issued and outstanding  
    December 31,     December 31,  
    2011     2012     2011     2012  
                         
Shares of NIS 0.04 par value:                                
                                 
Ordinary shares     126,158,750       200,000,000       19,565,000       34,365,250  
                                 
Preferred shares     7,141,250       -       7,141,250       -  

 

  b. Ordinary shares-ordinary shares confer on their holders voting rights and the right to receive dividends.

 

Preferred shares-preferred shares confer on their holders all of the rights of ordinary shares and a dividend preference as described in the following section:

 

Dividend-Each 250,000 preferred shares entitle the holders thereof to a cumulative preference in all distributions of dividends by the Company up to an amount of (1) NIS 6,901 per annum linked to the consumer price index as of the closing date plus (2) 0.072% of the annual profit of the Company before tax and before payment of management fees, in accordance with the Company's annual financial statements. Conversion rate-Each preferred share is convertible into one ordinary share.

 

  c. On March 21, 2012, the Company filed a final prospectus with the U.S. Securities and Exchange Commission ("SEC") in connection with its initial public offering in the United States and listing on NASDAQ of 7,659,000 ordinary shares in consideration for $84,200. After deducting the underwriting discounts and commissions and the offering expenses, the net proceeds from the offering amounted to $75,422. The number of shares offered included the underwriters' option to purchase an additional 999,000 shares at the offering price that was exercised on March 28, 2012.

 

  d. Dividends:

 

The Company paid dividends in the amount of approximately $14,000, $6,900 and $27,200 in 2010, 2011 and 2012, respectively.

 

  e. Compensation plan:

 

On January 1, 2011, the Board of Directors adopted the Caesarstone Sdot-Yam 2011 Incentive Compensation Plan pursuant to which non-employee directors, officers, employees and consultants may receive stock options exercisable for ordinary shares, if certain conditions are met. As of December 31, 2012, there were 1,545,200 options granted under the plan and 829,800 shares available or reserved for future issuance under the plan.

 

The weighted-average grant-date fair value of options granted to employees during the year ended December 31, 2012 was $5.14 per option. As of December 31, 2012, there was $4,286 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted to employees under the Company's stock option plan. That cost is expected to be recognized over a weighted-average period of 1.54 years.

 

The following is a summary of activities relating to the Company's stock options granted to employees among the Company's plan during the year ended December 31, 2012:

   

 

2012

  
    Number
of options		     Weighted
average
exercise
price		     Aggregate
intrinsic
value		  
Outstanding - beginning of the year     -     $ -     $ -  
Granted     1,545,200     $ 11.13     $ -  
Exercised     -     $ -     $ -  
Forfeited     -     $ -     $ -  
Outstanding - end of the year     1,545,200     $ 11.13     $ 7,516,949  
Options exercisable at the end of the year     229,102     $ 11.00     $ 1,143,217  
Vested and expected to vest     1,545,200     $ 11.13     $ 7,516,949  

 

The intrinsic value of exercisable options (the difference between the Company's closing share price on the last trading day in fiscal 2012 and the average exercise price of in-the-money options, multiplied by the number of in-the-money options) included above represents the amount that would have been received by the option holders had all option holders exercised their options on December 31, 2012. This amount changes based on the fair market value of the Company's ordinary shares.

 

 

The options outstanding as of December 31, 2012, have been separated into ranges of exercise price, as follows:

 

      Options outstanding     Options exercisable  
Exercise price     Number
of
options		     Weighted
average
remaining
contractual
life (years)		     Weighted
average
exercise
price
per share		     Number
of
options		     Weighted
average
remaining
contractual
life (years)		     Weighted
average
exercise price		  
$ 11.00       1,505,200       6.22     $ 11.00       229,102       6.22     $ 11.00  
$ 15.84       40,000       6.85     $ 15.84       -       6.85     $ 15.84  
          1,545,200       6.24     $ 11.13       229,102       6.22     $ 11.00  

 

During the year ended December 31, 2012, the Company recognized stock-based compensation expense related to employee stock options in the amount of $3,660.

 

Compensation expenses related to options granted were recorded in the consolidated statements of operations, as follows:

 

    Year ended
December 31,		  
    2012  
       
Cost of revenues   $ 185  
Research and development expenses     106  
Selling and marketing expenses     469  
General and administrative expenses     2,900  
         
Total   $ 3,660