As filed with the Securities and Exchange Commission on March 31, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
For the fiscal year ended December 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
OR
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 __________
Commission file number 0-30862
CERAGON NETWORKS LTD.
(Exact Name of Registrant as Specified in Its Charter)
Israel
(Jurisdiction of Incorporation or Organization)
24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
(Address of Principal Executive Offices)
Zvi Maayan (+972) 3-543-1643 (tel.), (+972) 3-543-1600 (fax), 24 Raoul Wallenberg Street, Tel Aviv 6971920, Israel
(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 0.01
Trading Symbol(s)
CRNT
Name of Each Exchange on Which Registered
Nasdaq Global Select 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 issuer’s classes of capital or common stock as of the close of the period covered by the annual report 80,662,805 Ordinary Shares, NIS
0.01 par value.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☑
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.
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 ☐ No ☑
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,”
“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Yes ☑ No ☐
Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☑
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
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).
Item 17 ☐ Item 18 ☐
Yes ☐ No ☑
ii
TABLE OF CONTENTS
PART I
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
Identity of Directors, Senior Management and Advisers
Offer Statistics and Expected Timetable
Key Information
Information on the Company
ITEM 4A
Unresolved Staff Comments
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 8.
ITEM 9.
ITEM 10.
ITEM 11.
ITEM 12.
PART II
ITEM 13.
ITEM 14.
ITEM 15.
Operating and Financial Review and Prospects
Directors, Senior Management and Employees
Major Shareholders and Related Party Transactions
Financial Information
The Offer and Listing
Additional Information
Quantitative and Qualitative Disclosures about Market Risk
Description of Securities Other than Equity Securities
Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Security Holders and Use of Proceeds
Controls and Procedures
ITEM 16A.
Audit Committee Financial Expert
ITEM 16B.
ITEM 16C.
ITEM 16D.
ITEM 16E.
ITEM 16F.
ITEM 16G.
ITEM 16H.
PART III
ITEM 17.
ITEM 18.
ITEM 19.
Code of Ethics
Principal Accountant Fees and Services
Exemptions from the Listing Standards for Audit Committees
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Change in Registrant’s Certifying Accountant
Corporate Governance
Mine Safety Disclosure
Financial Statements
Financial Statements
Exhibits
iii
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INTRODUCTION
Definitions
In this annual report, unless the context otherwise requires:
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•
•
•
•
•
•
references to “Ceragon,” the “Company,” “us,” “we” “our” and the “registrant” refer to Ceragon Networks Ltd., an Israeli company, and its consolidated subsidiaries;
references to “ordinary shares,” “our shares” and similar expressions refer to our Ordinary Shares, NIS 0.01 nominal (par) value per share;
references to “dollars,” “U.S. dollars” and “$” are to United States Dollars;
references to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency;
references to the “Companies Law” are to Israel’s Companies Law, 5759-1999;
references to the “SEC” are to the United States Securities and Exchange Commission; and
references to the "Nasdaq Rules" are to the rules of the Nasdaq Global Select Market.
Cautionary Statement Regarding Forward-Looking Statements
This annual report on Form 20-F includes “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our
current expectations and projections about future events.
Forward-looking statements can be identified by the use of terminology such as “may,” “will,” “assume,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “potential,” “possible,”
“intend,” and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking
statements discuss future expectations, plans and events, contain projections of results of operations or of financial condition or state other “forward-looking” information. They involve known
and unknown risks and uncertainties that may cause the actual results, performance or achievements of Ceragon to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Factors that could cause our actual results to differ materially from those projected in the forward-looking statements include, without
limitation, the risk factors set forth under “Item 3. Key Information -D. Risk Factors,” the information about us set forth under Item 4. “INFORMATION ON THE COMPANY” and information
related to our financial condition under Item 5. “OPERATING AND FINANCIAL REVIEW AND PROSPECTS” and in this annual report generally. Any forward-looking statements represent
Ceragon’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Ceragon does not assume any obligation to update any forward-
looking statements unless required by law.
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
PART I
1
ITEM 3.
KEY INFORMATION
Selected Consolidated Financial Data
The selected financial data set forth in the table below have been derived from our audited historical financial statements for each of the years from 2015 to 2019. The selected
consolidated statement of operations data for the years 2017, 2018 and 2019, and the selected consolidated balance sheet data at December 31, 2018 and 2019, have been derived from our audited
consolidated financial statements set forth in Item 18. “FINANCIAL STATEMENTS”. The selected consolidated statement of operations data for the years 2015 and 2016 and the selected
consolidated balance sheet data at December 31, 2015, 2016 and 2017, have been derived from our previously published audited consolidated financial statements, which are not included in this
annual report. This selected financial data should be read in conjunction with our consolidated financial statements and are qualified entirely by reference to such consolidated financial
statements. We prepare our consolidated financial statements in U.S. dollars and in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). You should read
the consolidated financial data with the section of this annual report entitled Item 5. “OPERATING AND FINANCIAL REVIEW AND PROSPECTS” and our consolidated financial statements and
the notes to those financial statements included elsewhere in this annual report.
Consolidated Statement of Operations Data:
2015
Year ended December 31,
2017
(In thousands of dollars, except share and per share data)
2018
2016
Revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development, net
Selling and marketing
General and administrative
Restructuring costs
Total operating expenses
Operating income
Financial expenses and others, net
Income before taxes
Tax benefit (taxes) on income
Equity loss in affiliates
Net income (loss)
Basic net earnings (loss) per share
Diluted net earnings (loss) per share
349,435
246,487
102,948
22,930
40,816
16,386
1,225
81,357
21,591
(14,738)
6,853
(5,842)
-
1,011
293,641
194,479
99,162
21,695
39,515
18,459
-
79,669
19,493
(6,303)
13,190
(1,761)
-
11,429
332,033
224,698
107,335
25,703
41,656
16,830
-
84,189
23,146
(5,889)
17,257
(1,697)
-
15,560
343,874
227,705
116,169
28,180
42,961
18,884
-
90,025
26,144
(6,349)
19,795
3,251
-
23,046
$
$
0.01
0.01
$
$
0.15
0.15
$
$
0.20
0.19
$
$
0.29
0.28
$
$
2019
285,583
188,741
96,842
26,793
39,469
23,278
-
89,540
7,302
(6,521)
781
(2,476)
649
(2,344)
(0.03)
(0.03)
Weighted average number of shares used in computing basic earnings (loss)
per share
Weighted average number of shares used in computing diluted earnings
(loss) per share
77,239,409
77,702,788
77,916,912
78,579,013
80,296,581
77,296,681
78,613,528
79,942,353
81,021,527
80,296,581
Consolidated Balance Sheet Data:
Cash and cash equivalents, bank deposits
Working capital
Total assets
Total long term liabilities
Shareholders’ equity
2015
2016
Year ended December 31,
2017
(In thousands of dollars)
2018
2019
36,338
95,950
244,225
17,555
116,164
26,873
105,362
253,593
14,245
133,898
36,600
114,990
283,000
13,231
159,568
23,956
111,267
289,889
25,100
160,421
36,318
81,957
267,249
19,915
102,821
2
Risk Factors
The following risk factors, among others, could affect our business, results of operations or financial condition and cause our actual results to differ materially from those expressed in
forward-looking statements made by us. These forward-looking statements are based on current expectations and we assume no obligation to update this information. You should carefully
consider the risks described below, in addition to the other information contained elsewhere in this annual report. The following risk factors are not the only risk factors that the Company faces,
and as such, additional unknown risks and uncertainties that we currently deem immaterial may also affect our business. Our business, financial condition and results of operations could be
seriously harmed if any of the events underlying any of these risks or uncertainties actually occur. In such an event, the market price for our ordinary shares could decline.
Risks Relating to Our Business
Risks Relating to the Novel Coronavirus (COVID-19) Pandemic (“Coronavirus”)
The Coronavirus outbreak which began on December 2019, has dramatically expanded into a worldwide pandemic creating macro-economic uncertainty and disruption in the business
and financial markets. Many countries around the world, including Israel, have been taking measures designated to limit the continued spread of the Coronavirus, including the closure of
workplaces, restricting travel, prohibiting assembling, closing international borders and quarantining populated areas. Such measures present concerns that may dramatically affect our ability to
conduct our business effectively, including, but not limited to adverse effect on employees’ health, a slowdown and often a stoppage of manufacturing, commerce, delivery, work, travel and
other activities which are essential and critical for maintaining on-going business activities. Given the uncertainty around the extent and timing of the future spread or mitigation of the
Coronavirus and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact to our future results of operations, cash flows or financial condition.
Infections may become more widespread and the limitation on our ability to work, travel, collect payments and timely sell, distribute and install our products, as well as any closures or supply
disruptions, may be extended for longer periods of time and to other locations, all of which would have a negative impact on our business, financial condition and operating results. In addition,
the unknown scale and duration of these developments have macro and micro negative effects on the financial markets and global economy which could result in an economic downturn that
could affect demand for our products and have a material adverse effect on our operations and financial results, earnings, cash flow, financial condition and our share price. These effects could
be material and long term in duration.
While the full impact of the Coronavirus outbreak is unknown at this time, we are closely monitoring the developments and continually assessing the potential impact on our business.
Below are some of the risks and challenges that we may face as a result of a prolonged disruption of work due to the Coronavirus pandemic, which could have an adverse effect on our results of
operations and financial condition:
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Economic downturn and slowdown of the macro-economic development and significant decline of business that can harm the strength of the worldwide telecommunications industry in
general and the wireless fabrication and services industry in particular. Such downturn or slowdown could affect demand for our products and services and decrease our sales of
products and related services to such industry;
Material reduction in new orders and in procurement of our products, issuance of work stoppage orders or delay in the award of new orders on part of our customers;
Significant decline of our business, that can harm our ability to conduct or to further develop our business, including, cancellation, suspension or reduction in new equipment purchase,
postponement or cancellation of rollout of wireless networks, postponement in the transition to 5G technologies or new products and technologies, inability or imposition of restrictions
limiting or preventing our ability to deliver and perform under our contracts or to bill and collect amounts due from our customers, or the materialization of other circumstances that may
result from the above market conditions, adversely affecting our financial performance, cashflow, available cash and working capital balance, financing options, revenue and financial
results;
Coronavirus infection could harm the health of one or more of our employees, including key employees, which could in turn require us to reduce the workforce or completely shut down
all, or almost all, work in our facility in order to prevent further infections and spread of the Coronavirus. Key employees may lose their ability to manage and run our operations, share
their knowhow and further pursue the development of our products and business;
Issuance of quarantine orders by governmental authorities, prohibiting some or all of our employees to exit their home other than for specific purposes, which could in turn require us to
reduce the workforce or completely shut down all, or almost all, work in our facility, and could have an adverse effect on our operations, including our R&D efforts, marketing and sales
activities;
Disruption, reduction or interruption in supply, including potential disruptions in our global supply chain, disruption to our suppliers, manufacturers or customers and their other
vendors, lack or delay in the supply of raw materials and goods, or in the performance of work or services by our contractors and subcontractors;
Slowdown in production and manufacturing, and a significant increase in the price of one or more components or materials;
Disruptions or restrictions on our operations and those of our suppliers, contractors and customers, including on our or their ability to travel, distribute, install or maintain our products
or provide services relating thereto, due to, among other things, restrictions on mobility, quarantine or lock-down orders or similar event in territories in which we or our customers are
operating, as well as temporary closures of our facilities or the facilities of our suppliers, manufacturers or customers, and prohibitions on the export, import or release from customs of
product and components;
Disruptions or restrictions on our marketing and sales operations, ability to submit bids and purchase orders, participate in RFPs and contract negotiations and site-visits and surveys,
difficulties in engaging subcontractors or hire new employees, inability to provide outdoor/field services or reach our facilities to provide certain after sale support, maintenance and
repair services;
Lower work efficiency and productivity, service quality, and financial performance generally;
3
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•
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•
•
•
•
Imposition of fines, penalties, damages and contract terminations (including the exercise of certain force majeure clauses), and damage to our reputation and relationships with our
customers, as a result of delays in production, shipment and deliveries due to any of the above constraints;
Financial difficulties and insolvencies of major customers, which could lead to slowing the payment of their obligations to us or even discharging those obligations;
Difficulties in collection of amounts due from customers and in satisfying revenue recognition procedures or collection/payment procedures, including inability to surrender or receive
payment documents such acceptance certificates, invoices, receipts, guaranties, bills of lading, airway bills or documentary payment certificates, and in particular, to surrender hard
copy originals were required;
Difficulties in obtaining credit lines, financing or financial services, including issuance of bid bonds, advance payment bonds, performance and warranty bonds, insurance policies and
credit risk hedging facilities, creation of credit crunch and lack of financing or fund raising activities, which might adversely affect our liquidity, credit rating, satisfaction of our financial
covenants or other obligations to our lenders or creditors, or limit or hinder our ability to obtain new orders or be awarded new contracts or do business generally;
Inability to dismiss or suspend the employment of employees due to ad-hoc local protective legislation while blocking the Company’s ability to effectively pursue cost-saving measures;
Inability to remotely access our IT systems or work from home during full or partial lockout, and exposure to endpoint and communication channels and gateways cyber-attacks;
Macro-Economic downturn and slowdown of development and significant decline of business that can harm our customers’ ability to develop their business and pursue network
development towards 5G, and consequently, our ability to grow our business or gain 5G design wins, including, postponement of rollout of wireless networks, postponement in the
transition to 5G technologies and in the introduction of new products and capabilities, and suspension or reduction in the investment in new technologies and new equipment
purchases;
Disengagement on part of our business or other partners, walk away from or breach of agreements on part of partners, contractors, subcontractors suppliers or customers, entering into
disagreements, disputes and litigation; all, as a result from the materialization of any of the risks detailed in this risk factor with respect to our business or the business of our
counterparty, may incur significant expenditure and loss;
Disruption of our working routines, delays and errors due to difficulties to enable joint work or work-teams gathering, connectivity, remote access and lack of equipment issues,
difficulties in and inefficiencies of our effective control over our business and operations, delays in projects’ timelines and annual business plan implementation, delay in managerial and
financial reporting and SEC filings, inability to perform audits and apply effective financial controls, or failure under other regulatory requirements to which we are subject; and
Adverse effect on our business as a result from the materialization of these or similar risks with respect to our significant customers.
Further realization of any of these or other risks could adversely affect various aspects of our results of operations, including our cash flow and financial condition. In addition, the
difficulty to project future revenues at those circumstances, could have an adverse effect on our ability to timely report future revenues, profitability and cash flow.
A significant portion of our business concentrates in certain countries and particularly in India, where two customers represent a significant portion of our revenues. Such concentration
has, and may continue to, negatively affect our business, financial condition and results of operations, as the amount of business coming from the customers in these regions and more
specifically from these two customers in India, has significantly decreased in recent periods.
In 2019, approximately 17.0% of our total revenues were attributed to two customers in India. In 2017 and 2018, approximately 37.9% and 37.0%, respectively, of our total revenues were
attributed to these two customers. Since government actions relating to the rollout of cellular networks also has an effect on the demand for our products from customers in India and since our
sales are mostly generated from case-by-case purchase orders rather than long-term contracts, these large customers are not obligated to purchase from us a fixed amount of products or services
over any period of time, and may terminate or reduce their purchases from us at any time without prior notice or penalty. We therefore have difficulty projecting future revenues from these
customers. The loss of these customers or any material reduction in orders from them as we have experienced in recent periods, in the absence of gaining new significant customers replacing any
lost business has, and in the future could, adversely affect various aspects of our results of operations, including our cash flow and financial condition. In addition, the difficulty to project future
revenues from these customers, would have, and has had in the past, an adverse effect on our ability to report future revenues, profitability and cash flow.
Furthermore, since a significant portion of our business is derived from specific countries, our business could be negatively impacted in the event that certain events occur in these
countries, such as a slowdown in investments and expansion of communication networks due to the cyclical characteristic of the investment in this industry, as well as changes in local
legislation, changes in governmental controls and regulations (including those specifically related to the communication industry), changes in tariffs and taxes, trade restrictions, downturn in
economic or financial conditions, an outbreak of a contagious disease, such as the Coronavirus currently spreading around the globe, which may cause us, third party vendors and
manufacturers or customers to temporarily suspend our or their respective operations in the affected city or country, or an outbreak of other natural calamities (such as floods, epidemics and
fires). Also, an outbreak of hostilities, political or economic instability, as well as any other extraordinary events having an adverse effect on the economy or business environment in these
countries, may harm the operations of our customers in these countries, and result in a significant decline of business coming from those countries. We have experienced the impact of some of
these risks in India as well as in Africa and in Latin America, and further realization of any of these or other risks could result in a material reduction in orders and could adversely affect our
results of operations, including cash flow, and our financial condition. Although some of those risks derive inherently from the concentration of our business, certain risks may be attributed also
to the geographical territories in which we operate as detailed under the risk “Due to the volume of our sales in emerging markets, we are susceptible to a number of political, economic and
regulatory risks that could have a material adverse effect on our business, reputation, financial condition and results of operations”.
4
We sell a single type of product and have been focusing on the “best-of-breed” segment of the wireless backhaul (hauling) market, which we believe has the most profit potential. Selling a
single type of product and focusing on one segment of the market, may result in sensitivity to the changes in demand for this segment. If this segment of the market should experience
decline in demand it would likely negatively affect our business, financial condition and results of operations.
We mainly attribute our leadership position in our target market to the continued implementation of our business strategy, a key element of which is the focus on the “best-of-breed”
segment of the wireless backhaul market. Focusing on this one market segment led in 2019 to a decline in sales, as opposed to a growth in sales in 2017 and 2018. Investment cycles of this
segment depend on technology cycles of mobile networks services (e.g., 4G to 5G technologies). Hence, if this segment of the market enters into a negative cycle, or our market share in it
shrinks, our sales and revenues may decline, and our results of operations and cash flow may be significantly and adversely affected. In such case, we may need to take cost reduction measures,
which may adversely impact our research and development, operations, marketing and sales activities and our ability to effectively compete in the market.
Moreover, we develop and sell one product line, characterized as point-to-point wireless connectivity - often referred to as “backhaul”, “fronthaul” or simply wireless “hauling” - into
this “best-of-breed” market. As a result, we are more likely to be adversely affected by a reduction in demand for point-to-point wireless hauling products in comparison to companies that also
sell multiple and diversified product lines and solutions to customers. If technologies or market conditions change, resulting in a decreased demand for our specific technology, it could have a
material adverse effect on our business, financial results and financial condition as we attempt to address these issues.
We face intense competition from other wireless hauling equipment providers. If we fail to compete effectively, our business, financial condition and result of operations would be
materially adversely affected.
The market for wireless hauling equipment is rapidly evolving, highly competitive and subject to rapid changes.
Our main competitors include companies such as Huawei Technologies Co., Ltd., L.M. Ericsson Telephone Company, NEC Corporation, Nokia and ZTE Corporation, commonly referred
to as “generalists”, each providing a vast wireless solutions portfolio, which includes a wireless hauling solution within their portfolio. These generalists may also compete with us on “best-of-
breed” projects, in which operators invest resources and efforts to select the best wireless hauling solution. In addition to these primary competitors, a number of smaller wireless hauling
specialists, including Aviat Networks Inc., SIAE Microelectronica S.p.A. and Intracom Telecom, offer, or are developing, competing products.
In addition, the industry generalists are substantially larger than us, have longer operating histories and possess greater financial, sales, service, marketing, distribution, technical,
manufacturing and other resources. These generalists have greater name recognition, a larger customer base and may be able to respond more quickly to changes in customer requirements and
evolving industry standards.
To our knowledge, many of these generalists also have well-established relationships with our current and potential customers and may have extensive knowledge of our target markets,
which may give them additional competitive advantages. In addition, to our knowledge, these generalists focus more on selling services and bundling the entire network as a full-package
offering, and therefore some of our customers, which seek “best-of-breed” solutions like ours, may prefer to purchase “bundled” solutions from the generalists. Moreover, as these generalists
are usually financially stronger than us, they may be able to offer customers more attractive pricing and payment terms, which may increase the appeal of their products in comparison to ours.
Furthermore, the market for wireless hauling equipment is expected to go through significant consolidation. Current and potential competitors may make strategic moves such as
mergers, acquisitions or establishing cooperative relationships among themselves or with third parties that may allow them to increase their market share and competitive position.
We expect to face continuing competitive pressures in the future. If we are unable to compete effectively, our business, financial condition and results of operations would be materially
adversely affected. For more information on the “best-of-breed” market, please refer to Item 4. INFORMATION ON THE COMPANY; B. Business Overview – “Wireless Hauling; Short-haul,
Long-haul and Small Cells Hauling.”
5
It is difficult to predict the impact of the transition to 5G technologies on our revenues as it depends, among other things, on the timelines of such transition.
The wireless market in general is expecting a transition from 4G to 5G technologies that has led to an overall slowdown in procurement and capital investments by our customers, which,
among other things, contributed to a decline in our 2019 results. We have expected that 5G-related design wins will likely produce orders in the first half of 2020, with the related ramp in revenue
which was estimated to begin during the second half, however, the Coronavirus (COVID-19) outbreak would most likely postpone the transitioning into 5G technologies in addition to the fact
that even before such outbreak, the scope and timelines of the 5G rollout were uncertain and may be further delayed for reasons beyond our control. See also the risk of “Risks Relating to the
Novel Coronavirus (COVID-19) Pandemic (“Coronavirus”)”.
It is difficult to predict our gross margin as it is exposed to significant fluctuations as a result of potential changes in the geographical mix of our revenues.
Our revenues are derived from multiple regions, each of which may consist of a number of countries. Gross margin percentages may vary significantly between different regions and
even among different countries within the same region. A significant change in the actual ratio of our revenues among the different regions/countries, whereby the actual ratio of revenues from a
higher gross margin region/country exceeds our expectations, may cause our gross margin to significantly increase, while in case the actual ratio of revenues from a lower gross-margin
region/country exceeds our expectations, our gross-margin may significantly decrease.
Our operating results may vary significantly from quarter to quarter and from our expectations for any specific period.
Our quarterly results are difficult to predict and may vary significantly from quarter to quarter, or from our expectations and guidance for any specific period. Most importantly, delays in
product delivery or completion of related services can cause our revenues, net income and operating cash flow to deviate significantly from anticipated levels, especially as a large portion of our
revenues are traditionally generated towards the end of each quarter.
Factors such as geographical mix, delivery terms and timeline(s), product mix, related services mix and other deal terms may differ significantly from our expectations, and thus impact our
revenue recognition timing, gross margins, costs and expenses, as well as cash flow from operations. In addition, the spending decisions of our customers throughout the year may also create
unpredictable fluctuations in the timing in which we receive orders and can recognize revenues, which may impact our quarterly results. Such unpredictable fluctuations could be material in
cases where these spending decisions are made by our largest customers or regarding significant deals. In addition, the quarterly variation of our operating results may in turn create volatility in
the market price for our shares.
It is difficult to predict our revenue at each of the fiscal measurement periods as it is exposed to significant fluctuations as a result of an aggregation of various parameters derived from
numerous different transactions
Our quarterly results are difficult to predict and may vary significantly from our expectations and guidance for any specific period as, among other things, our regional and aggregate
revenues are derived from numerous transactions that may differ at their transaction terms (as set forth in the preceding risk factor) and in other factors that may drive different revenue
recognition timeframe. The aggregation of several revenue recognition requirements per each such transaction, results with difficulty and complexity in establishing a firm prediction as to the
end-of-term results, and consequently, our actual revenue rates may significantly exceed or be less than our expectations.
We experience high volatility in the supply needs of our customers, which from time to time lead to delivery issues due to lead time and availability of components and
manufacturing power. If we fail to effectively cope with such volatility and short-noticed supply demands of our customers, we may be unable to timely fulfill our customer commitments,
which would adversely affect our business and results of operations for a certain quarter.
The delivery requirements of our customers are unevenly spread throughout the year. We may receive very large orders that were not forecasted, or that were expected with a different
timing requirement. In addition, we offer our products to our customers in a wide variety of products variations and configurations, and our inability to forecast the quantities or mix of the
delivery demands for our products may result in underestimating our material purchasing needs, as well as production capacity requirements. If we fail to effectively manage our deliveries to the
customers in a timely manner, or otherwise fulfill our contractual obligations to them - for example if we are unable to synchronize our supply chain and production process in cases of rapidly
increasing production needs - the cost of our material purchasing, manufacturing and logistics may increase and we may also be obligated to pay penalties to our customers for delays, all of
which would adversely affect our business, financial results and our relationship with our customers.
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We may need to raise additional funds in the future and to the extent any such funding will be based on sales under shelf registration statements, our existing shareholders will experience
dilution of their shareholdings.
We may require additional cash in excess of the cash flow serving our working capital needs, among other things, if we engage in merger and acquisition transactions or in order to
pursue our research and development initiatives and technology development to maintain our technology leadership. These funds may be obtained through bank loans, debt-offering, or by
offering shares of the Company for sale. We have filed a shelf registration statement on Form F-3 with the SEC, under which we are able to offer and sell from time to time, in one or more
offerings, our ordinary shares, rights, warrants, debt securities and units comprising any combination of these securities (the “Securities”), which has an aggregate offering price of up to $150
million (the “Shelf Registration Statement”). To date, we have not offered any Securities under the Shelf Registration Statement. We may replace, substitute or extend the validity period of the
Shelf Registration Statement shortly after the filling of this report. While there is no assurance that we will indeed substitute or extend the validity period of the Shelf Registration, if we will do so
and sell any Securities, including shares underlying securities convertible into, exchangeable for, or exercisable for shares, under the Shelf Registration Statement, any such sale in the future will
result in dilution to existing shareholders.
In addition, adverse effect on our business or on the financial markets as a result from the Coronavirus outbreak might hinder our ability to raise additional funds if and when required.
See also the risk of “Risks Relating to the Novel Coronavirus (COVID-19) Pandemic (“Coronavirus”)”.
We may encounter technical difficulties as we introduce new products or new versions of existing products into the market, which could impair our ability to fulfill our commitments to our
customers in a timely manner and negatively impact our business and results of operations.
In our competitive market, we launch new versions of existing products and new products from time to time. Sometimes it may take us more time to introduce new products or new
versions of existing products into the market. It may be either due to technical difficulties or the speed of new market ramp up. In addition, new products and new versions of existing products
are more prone to technical problems which, may, among other things, adversely affect our ramping up ability and our ability to meet delivery commitments to our customers in a timely manner,
and may cause us to incur additional manufacturing, development and repair costs. This may have a material adverse effect on our business and results of operation.
We are engaged in providing installation or rollout projects for our customers, which are long-term projects that are subject to inherent risks, including early delivery of our products with
delayed payment terms, delays or failures in acceptance testing procedures and other items beyond our control, all of which could have a material adverse effect on our results of
operations or financial condition.
In an increased number of our projects, we serve as an integrator and prime contractor of end-to-end rollout projects, which include installation and other services for our customers. In
this context, we may act as the prime contractor and equipment supplier for network build-out projects, providing installation, supervision and commissioning services required for these projects,
or we may provide such services and equipment for projects handled by system integrators. As we engage in more rollout projects, we expect to continue to routinely enter into contracts
involving significant amounts to be paid by our customers over time and which often require us to deliver products and services representing an important portion of the contract price before
receiving any significant payment from the customer. In addition, these types of projects could cause us to experience substantial period-to-period fluctuations in our results of operations and
financial condition.
Once a purchase order has been executed, the timing and amount of revenue may remain difficult to predict. The completion of the installation and testing of the customer’s networks
and the completion of all other suppliers’ network elements are subject to the customer’s timing and efforts, and other factors outside our control, such as site readiness for installation or
availability of power and access to sites, which may prevent us from making predictions of revenue with any certainty. Throughout the Coronavirus outbreak, for example, we are experiencing
difficulties in completion and testing of sites or in obtaining acceptance certificates due to disruption of other suppliers’ activities or of our customers’ operations, which impair our ability to
recognize revenue.
Also, as we usually engage subcontractors, third party service providers and temporary employees to perform a significant part of the work (such as installation, supervision, on-site
testing, commissioning, repair and replacement services), we are dependent on such service providers’ and temporary employees’ timely and quality performance, including with respect to the
fulfillment of or default under their back-to-back obligations to those we may have undertaken vis-à-vis our customers, as well as pricing that may fluctuate significantly due to various factors.
All these factors may affect our ability to accurately project our costs and profits in providing these services and may result in significant deviations from our projections, which may adversely
affect our financial results. In addition, we may be subject to other risks that may apply to our subcontractors or associated with their businesses.
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In some of these projects, we may need to provide bank guarantees to ensure successful completion of the rollout services, to secure an advance payment we have received, in case we
fail to meet our obligations, or to secure our warranty obligations. In certain cases, we may even be required to provide such guarantees to ensure obligations towards the customer of other
parties we partnered for a specific project. As a result, in these projects we assume greater financial risk. In addition, these types of projects could cause us to experience substantial period-to-
period fluctuations in our results of operations and financial condition.
In addition, typically in rollout projects, we are dependent on the customer to issue acceptance certificates to generate and recognize revenue. In such projects, we bear the risks of loss
and damage to our products until the customer has issued an acceptance certificate upon successful completion of acceptance tests. Moreover, we are not always the prime integrator in these
projects and in such cases, the acceptance may be delayed even further since it depends on the acceptance of other network elements not in our control. The early deployment of our products
during a long-term project reduces our cash flow, as we generally collect a significant portion of the contract price after successful completion of an acceptance test. If our products are damaged
or stolen, if the network we install does not pass the acceptance tests or if the customer does not or will not issue an acceptance certificate, the end user or the system integrator could refuse to
pay us any balance owed and we would incur substantial costs, including fees owed to our installation subcontractors, increased insurance premiums, transportation costs and expenses related
to repairing or manufacturing the products. In such a case, we may not be able to repossess the equipment, thus suffering additional losses.
We are expanding our service offering to new areas, including full design and implementation of wireless communication networks which poses project management challenges that might
result in significant losses and may adversely affect our financial results.
We are expanding our services offering to new areas including full design and implementation of wireless communication networks, which also include technologies of third-party
vendors. The complexity of such projects and the reliance on third parties’ performance is increasing the risk of not meeting our performance obligations. Furthermore, as opposed to off-the-
shelf supplies, the offering of design and implementation services requires forward-looking project planning which could be affected or impacted from occurrences that our out of our control
(such as force majeure events or third parties’ conduct). As a result, the completion of such projects may be delayed, or the outcome may not be to the full satisfaction of the customer, who may
in turn, impose penalties or exercise any other remedy available to customers in the service contract. In addition, the cost of such projects may be higher than planned. This may result in
significant losses and may adversely affect our financial results.
Relying on third-party manufacturers, suppliers and service providers may disrupt the proper and timely management of deliveries of our products, a risk that is intensified in case of a
single source supplier.
We outsource our manufacturing and the majority of our logistics operations and purchase ancillary equipment for our products from contract and other independent manufacturers.
Although our policy is to maintain a second source for all our products’ components, nonetheless, disruption in deliveries or in operations of these and other third-party suppliers or service
providers, for example – as a result of capacity constraints, production disruptions, price increases, force majeure events such as the Coronavirus pandemic outbreak, decreased availability of
raw materials or commodities, as well as quality control problems related to components - may all cause such third parties not to comply with their contractual obligations to us. This could have
an adverse effect on our ability to meet our commitments to customers and could increase our operating costs.
Although we believe that our contract manufacturers and logistics service providers have sufficient economic incentive to perform our manufacturing and logistics services
requirements, the resources devoted to these activities are not within our control. We cannot assure you that manufacturing, or logistics problems will not occur in the future due to insufficient
resources devoted to our requirements by such manufacturers and logistics service providers, or due to insolvency or other circumstances that could have a material adverse effect on those
manufacturers and logistics service providers’ operations.
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These delays, disruptions, quality control problems, loss in capacity and problems in logistics processes could result in delays in deliveries of our products to our customers, which
could subject us to penalties payable to our customers, increased warranty costs as well as shipment expenses in case of expedited deliveries, possible cancellation of orders, as well as damage
our reputation. If any of these problems occur, we may be required to seek alternate manufacturers or logistics service providers and we may not be able to secure such alternate manufacturers or
logistics service providers that meet our needs and standards in a timely and cost-effective manner. The above-mentioned risks are exacerbated in the case of raw materials or component parts
that are purchased from a single-source supplier.
Our international operations expose us to the risk of fluctuations in currency exchange rates and restrictions related to foreign currency exchange controls.
Although we derive a significant portion of our revenues in U.S. dollars, a portion of our revenues are derived from customers operating in local currencies other than the U.S. dollar.
Therefore, devaluation in the local currencies of our customers relative to the U.S. dollar could cause our customers to cancel or decrease orders or to delay payment, which could have a
negative impact on our revenues and results of operations. We are also subject to other foreign currency risks including repatriation restrictions in certain countries, particularly in Latin America
and in Africa. See also the risk of “Due to the volume of our sales in emerging markets, we are susceptible to a number of political, economic and regulatory risks that could have a material
adverse effect on our business, reputation, financial condition and results of operations.”
A substantial portion of our operating expenses are denominated in NIS, and to a lesser extent, other non-U.S. dollar currencies. Our NIS-denominated expenses consist principally of
salaries and related costs as well as other related personnel expenses. In addition, our lease and Israeli facility-related expenses and certain engagements with other Israeli vendors are
denominated in NIS as well. We anticipate that a portion of our expenses will continue to be denominated in NIS. Devaluation of the U.S. dollar against the NIS, could have a negative impact on
our results of operations.
We use derivative financial instruments, such as foreign exchange forward contracts, to mitigate the risk of changes in foreign exchange rates on our balance sheet accounts and
forecast cash flows. We do not use derivative financial instruments or other “hedging” techniques to cover all our potential exposure and may not purchase derivative instruments that
adequately insulate us from foreign currency exchange risks. In some countries, we are unable to use “hedging” techniques to mitigate our risks because hedging options are not available for
certain government restricted currencies. Moreover, derivative instruments are usually limited in time and as a result, cannot mitigate currency risks for the longer term. During 2019, we incurred
losses in the amount of $2.4 million as a result of exchange rate fluctuations that have not been fully offset by our hedging policy. The volatility in the foreign currency markets may make it
challenging to hedge our foreign currency exposures effectively.
In some cases, me may face regulatory, tax, accounting or corporate restrictions on money transfer from the country from which consideration should have been paid to us (or to our
respective selling subsidiary) or revenues could have accumulated and allocated to us, or could face general restriction on foreign currency transfer outside of such country. Inability to collect
and receive amounts that are already due and payable, could have a negative impact on our results of operations.
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Additional tax liabilities could materially adversely affect our results of operations and financial condition.
As a global corporation, we are subject to income and other taxes both in Israel and in various foreign jurisdictions including indirect as well as withholding taxes. Our domestic and
international tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions and differentiation in the timing of recognizing revenues and expenses. Our tax expense
includes estimates or additional tax, which may be incurred for tax exposures and reflects various estimates and assumptions, including assessments of our future earnings that could impact the
valuation of our deferred tax assets. From time to time, we are subject to income and other tax audits, the timing of which is unpredictable. Our future results of operations could be adversely
affected by changes in our effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in our overall profitability, changes in tax
legislation and rates, changes in tax treaties, changes in international tax guidelines (such as the OECD Base Erosions and Profit Shifting project – known as BEPS), changes in generally
accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, the results of audits and examinations of previously filed tax returns and continuing assessments of
our tax exposures. While we believe we comply with applicable tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law and impose
additional taxes. Should we be assessed with additional taxes, there could be a material adverse effect on our results of operations and financial condition.
Due to the volume of our sales in emerging markets, we are susceptible to a number of political, economic and regulatory risks that could have a material adverse effect on our business,
reputation, financial condition and results of operations.
A majority of our sales are made in emerging economies in Latin America, India, Asia Pacific and Africa. For each of the years ended December 31, 2019 and 2018, sales in these regions
accounted for approximately 70% and 77% of our revenues, respectively. As a result, the occurrence of international, political, regulatory or economic events in these regions could adversely
affect our business and result in significant revenue shortfalls and collection risk. Any such revenue shortfalls and/or collection risks could have material adverse effects on our business,
financial condition and results of operations. For example, in the past few years, due to a shortage of foreign currency, the Central Bank of Nigeria put in place a number of currency controls
aimed at reducing the flow of foreign currency in Nigeria and out of the country. These restrictions make it hard for our customers in Nigeria to pay for equipment purchases in U.S. dollars. In
some cases, payment for imported goods is made in Nigerian Naira, which exposes us to significant currency fluctuations.
Below are the main risks and challenges that we face as a result of operating in emerging markets:
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unexpected or inconsistent changes in regulatory requirements, including security regulations, licensing and allocation processes;
unexpected changes in or imposition of tax, tariffs, customs levies or other barriers and restrictions;
fluctuations in foreign currency exchange rates;
restrictions on currency and cash repatriation;
burden of complying with a variety of foreign laws, including foreign import restrictions which may be applicable to our products;
difficulties in protecting intellectual property;
laws and business practices favoring local competitors;
collection delays and uncertainties;
business interruptions resulting from geopolitical actions, including war and acts of terrorism, or natural disasters, emergence of a pandemic, or other widespread health
emergencies (or concerns over the possibility of such an emergency, including for example, the recent Coronavirus outbreak);
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requirements to do business in local currency; and
requirements to manufacture or purchase locally, including the possible transfer of knowhow and intellectual property licenses.
Business practices in emerging markets may expose us to legal and business conduct-related regulatory risks.
Local business practices in jurisdictions in which we operate, and particularly in emerging markets, may be inconsistent with international regulatory requirements, such as anti-
corruption and anti-bribery laws and regulations, to which we are subject. It is possible that, notwithstanding our strict policies and in violation of our instructions, employees of ours,
subcontractors, agents or business partners may violate such legal and regulatory requirements, which may expose us to criminal or civil enforcement actions. If we fail to comply with or
effectively enforce such legal and regulatory requirements, our business and reputation may be harmed.
An industry downturn, reduction in our customers’ profitability due to increased regulation or new mobile services requirements, may cause operators’ investments in networks to slow, be
delayed or stop, which could harm our business.
We are exposed to changing network models that affect operator spending on infrastructure as well as trends in investment cycles of telecom operators and other service providers. The
changes include: 1) further expansion of coverage; expansion out of metro, as well as other urban and suburban areas to rural areas; 2) densification and optimization of the 4G networks to
provide faster speeds; 3) Introduction of 5G services; and 4) 2G and/or 3G networks shutdown, which is expected to take place within the next several years and designed to free spectrum for the
delivery of 5G services.
The proliferation of strategic options for service providers, as outlined above, coupled with uncertain development path and clarity as to the future standards and mass-market use
cases, may cause service providers to prolong evaluations of services and network strategies, resulting in slower and smaller budget spent in the next several years, which may negatively affect
our business. In addition, the intensification of use of “over-the-top services” - which make use of the operators’ network to deliver rich content to users but do not generate revenue to
operators - is causing operators to lose a substantial portion of their potential revenues. Also, changes to United States policy against “net neutrality” may negatively affect operators’ revenue
streams in the United States, which may cause a decrease in network investments. On October 1, 2019, the U.S. Court of Appeals for the District of Columbia largely upheld the Federal
Communications Commission’s rollback of Obama-era net neutrality rules that mandated internet service providers must treat all web traffic equally, but rejected efforts to prevent states from
issuing their own rules. Consequently, a series of states have enacted their own net neutrality rules. The potential adoption of the “net neutrality” policy in other countries, may also negatively
affect operators’ revenue streams in those countries and result in a decrease in network investments. In addition, changes in regulatory requirements in certain jurisdictions around the world are
allowing smaller operators to enter the market, which may also reduce our customers’ pricing to their end-users, further causing them to lose revenues. This has made operators more careful in
their spending on infrastructure upgrades and buildouts.
As a result, operators are looking for more cost-efficient solutions and network architectures, which will allow them to break the linearity of cost, coverage, capacity and costs of service
delivery through more efficient use of existing infrastructure and assets. If operators fail to monetize new services, fail to introduce new business models or experience a decline in operator
revenues or profitability, their willingness or ability to invest further in their network systems may decrease, which will reduce their demand for our products and services and may have an
adverse effect on our business, operating results and financial condition.
Global competition and current market conditions, including those specifically impacting the telecommunications industry, have resulted in downward pressure on the prices for our
products, which could result in reduced revenues, gross margins, profitability and demand for our products and services.
We and other manufacturers of telecommunications equipment are experiencing, and are likely to continue to experience, increased downward price pressure, particularly as we increase
our customer base to include more Tier 1 customers (customers who are telecom operators with national or multinational service coverage that can reach every other network without purchasing
network resources from other network communication providers) and customers in certain emerging markets and financially distressed countries. As a result, we may experience declining
average sales prices for our products. Our future profitability will depend upon our ability to improve manufacturing efficiencies, to reduce costs of materials used in our products, and to
continue to “design to cost”, i.e., introduce new lower-cost products and product enhancements. Since customers frequently negotiate supply arrangements far in advance of delivery dates, we
may be required to commit to price reductions for our products before we are aware of how, or if, cost reductions can be obtained. Current or future price reduction commitments and any inability
on our part to respond to increased price competition, in particular from Tier 1 customers with higher volumes and stronger negotiating power, could harm our profitability, business, financial
condition and results of operations. Alternatively, if we decide not to pursue some of the deals, our revenues might significantly decrease and harm our business and financial results.
As indicated above, in recent years, we had increased our sales in India, a region typically characterized as being price-sensitive, resulting in pressure on our prices. Despite the decline
in the revenues generated from India in 2019, we expect that our revenues from sales of products in India will continue to constitute a significant portion of our business in the future, which shall
continue to have a significant impact on our revenues. In this respect see also the risk of “A significant portion of our business concentrates in certain geographical regions and particularly
in India, where two customers represent a significant portion of our revenues. Such concentration has, and may continue to, negatively affect our business, financial condition and results
of operations, as the amount of business coming from the customers in these regions and more specifically from these two customers in India, has significantly decreased in recent periods”.
Challenging global economic conditions or slowdown in investment of our customers in their networks could also have adverse, wide-ranging effects on demand for our products
and services, which could result in reduced revenues, gross margins and profitability.
The telecommunications industry has experienced downturns, in which operators substantially reduced their capital spending on new equipment. Continued adverse economic
conditions, which currently exist in certain jurisdictions, including certain countries in Latin America, Eastern Europe and Africa, could cause network operators to postpone investments or
initiate other cost-cutting initiatives to improve their financial position, or experience financial difficulties. In our fourth quarter and full year 2019 general and administrative expenses we have
included a one-time provision of $1.3 million related to a long-time customer experiencing financial difficulties, and there is no assurance that other customers will not struggle with liquidity and
financial instability issues that might impact collection of due amounts as well as potential procurement. The recent outbreak of the Coronavirus pandemic might also adversely affect the
liquidity and financial condition of such customers.
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Over the past several years, network operators have started to share parts of their network infrastructure through cooperation agreements rather than through legal consolidation, which
may adversely affect demand for lower cost network equipment. Moreover, the level of demand by operators and other customers who buy our products and services can change quickly and
can vary over short periods, including on a monthly basis.
If the current global economic situation continues to deteriorate, or if the uncertainty and variations in the telecommunications industry continues, our business could be negatively
impacted. For example, we could experience reduced demand for our products and services, slowed customer buying decisions, pricing pressures, possible withdrawal of global operators from
some geographies in which they currently operate and in which we sell and supplier or customer disruptions. Furthermore, insolvency of some of our key distributors, resellers, original
equipment manufacturers (OEMs) and systems integrators, could impair our distribution channels. Any of these contingencies could reduce our revenues or our ability to collect our accounts
receivable, and have a material adverse effect on our financial condition and results of operations.
If we fail to develop and market new products that keep pace with technological developments, the changing industry standards and our customers’ needs, we may not be able to grow or
sustain our business.
The market for our products is characterized by rapid technological advances, changing customer needs that expect increase in product performance and evolving industry standards,
as well as increasing pressures to make existing products more cost efficient. Accordingly, our success will depend, among other things, on our ability to develop and market new products or
enhance our existing products in a timely manner to keep pace with developments in technology and customer requirements.
In addition, the wireless equipment industry is subject to rapid change in technological and industry standards. This rapid change, through official standards committees or widespread
use by operators, could either render our products obsolete or require us to modify our products, necessitating significant investment, both in time and cost, in new technologies, products and
solutions. We cannot assure you that we will bring products into full production with acceptable reliability, or that any development or production ramp-up will be completed in a timely or cost-
effective manner.
We cannot assure you that we will continue to successfully forecast technology trends or that we will continue to anticipate innovations made by other companies and respond with
innovation in a timely manner, which could affect our competitiveness in the market.
Our market is also characterized by a growing demand for more sophisticated and rich software-based capabilities within the network IP layer (layer 3 routing/MPLS), some which may
require us to utilize and embed additional components, either in hardware or third-party software, in solutions we provide. We therefore cannot assure you that we will continue to be successful
in providing these necessary software-based capabilities in a cost-effective manner, which could affect our business performance.
Some of our technology leadership has been achieved by innovation through design of state-of-the-art Systems on Chip (SoC), which we vertically integrate in the products we provide.
We cannot assure you that we will be able to successfully complete such sophisticated and technology-rich SoCs and as a result, we may need to purchase SoCs from another source, which will
be more expensive and will negatively impact our gross profit.
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Introduction of new product platforms may expose us to risks associated with failure to commercialize those products or bring them to the market, or to risks associated with quality
assurance, product liability or reliability
We are continuously seeking to develop new products and enhance our existing products. In 2013 we announced a significant line of products (IP-20 Platform), which we have
continued to enhance with newer products andcapabilities every year since.
In 2019, we announced a new solution, which joins our line of point-to-point wireless hauling products, designed to deliver premium wireless hauling capabilities with a routing layer
(the IP-50 Platform). Products within this new solution are expected to be released over the next months and quarters, delivering solutions to various use cases. Developing new products and
product enhancements requires research and development resources. We may not be successful in enhancing our existing products or developing new products in response to technological
advances or in satisfying increasingly sophisticated customer needs in a timely and cost-effective manner, all of which would have a material adverse effect on our ability to grow or maintain our
business.
Moreover, we cannot provide any assurance that new products being developed based on the IP-20 Platform, or IP-50 Platform, will be accepted in the market or will result in profitable
sales or that such products will not require additional quality assurance and defect-fixing processes.
We cannot assure you that the sales of some of our products (such as the IP-20 Platform products) will not be negatively affected in volume and timing, as a result of anticipation for the
newer products that are expected to be released as part of the IP-50 Platform.
In addition, we record perpetual usage rights of technologies of third parties, as well as part of our R&D investments, as assets on our balance sheet. While at the time we record such
items as assets, the estimated risk of failure of our R&D integration efforts into our new products and into our new SoC is low, if we fail with our new product introduction, we may incur
significant loss.
In addition, slowdown and delays of our R&D efforts due to the effect of the Coronavirus restrictions and constrains might delay our new products introduction while exposing us to a
significant loss. I addition, third parties with whom we have engaged to cooperate or take part in such new developments might walk away from those engagement and withdraw from their
investments, while imposing on us significant loss and expenditure. See also the risk of “Risks Relating to the Novel Coronavirus (COVID-19) Pandemic (“Coronavirus”)”.
We may face market disruption as a result from emerging technologies which could invalidate those we develop or on which our products are based, while creating a new market
standard, which could impair our ability to maintain our technology leadership and market share and negatively impact our business and results of operations.
The highly dynamic startup arena is creating new, not yet validated technologies, which may cause technological disruption and adoption of new technological, interface and
communication protocols and standardization. Our inability to maintain an agile ecosystem infrastructure that could adapt to such changes in timely manner could, among other things, adversely
affect our ramping up our ability to attain and maintain technological leadership, and may cause us to incur additional development costs and delays in the introduction of new products to the
market. This may have a material adverse effect on our business and results of operation.
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Breaches of network or information technology security could have an adverse effect on our business.
Cyber-attacks or other breaches of network or IT security may cause equipment failures or disrupt our systems and operations. We may be subject to attempts to breach the security of
our networks and IT infrastructure through cyber-attacks, malware, computer viruses and other means of unauthorized access. While we maintain insurance coverage for some of these events,
the potential liabilities associated with these events could exceed the insurance coverage we maintain. While we take cybersecurity measures and maintain redundancy and disaster recovery
practices for our critical services, we cannot assure you that our cybersecurity measures and technology will adequately protect us from these and other risks. Furthermore, our inability to
operate our facilities as a result of such events, even for a limited period of time, may result in significant expenses or loss of market share to our competitors. In addition, a failure to protect the
privacy of customer or employee confidential data against breaches of network or IT security could result in damage to our reputation.
Maintaining the security of our products, computers and networks is a critical issue for us and our customers. Therefore, each year we invest additional resources and technologies to
better protect our assets. However, security researchers, criminal hackers and other third parties regularly develop new techniques to penetrate computer and network security measures. In
addition, hackers also develop and deploy viruses, worms, Trojan horses and other malicious software programs, some of which may be specifically designed to attack our products, systems,
computers or networks. Additionally, external parties may attempt to fraudulently induce our employees or users of our products to disclose sensitive information in order to gain access to our
data or our customers’ data. Moreover, due to the Coronavirus pandemic, significant number of our employees have moved to work from their homes and remotely access our IT networks. Such
remote working mode creates the risk of attacking the end-point user stations, connection channels and gateways. These potential breaches of our security measures and the accidental loss,
inadvertent disclosure or unauthorized dissemination of proprietary information or sensitive, personal or confidential data about us, our employees or our customers, including the potential loss
or disclosure of such information or data as a result of hacking, fraud, trickery or other forms of deception, could expose us, our employees, our customers or the individuals affected, to a risk of
loss or misuse of this information, result in litigation and potential liability or fines for us, damage to our brand and reputation or otherwise harm our business.
Cyber- attacks on our customers’ networks involving our products could have an adverse effect on our business.
Maintaining the security of our products which are installed with our customers is a critical issue for us, therefore each year we invest additional resources and technologies to better
protect our assets. However, security researchers, criminal hackers and other third parties regularly develop new techniques to penetrate computer and network security measures. Cyber-
attacks, or other breaches of security on our customers’ networks, may be initiated at any network location or device including initiation through our products. Although we maintain high level
of cyber-security aware development processes, we cannot assure that such attacks, or other breaches of security through our products, will fail and therefore may negatively affect our
customers’ business. While we maintain insurance coverage for some of these events, the associated potential liabilities could exceed the insurance coverage we maintain. In addition, these
events could also result in damage to our reputation which will further negatively impact our business.
Unauthorized use or behavior on part of our customers’ employees or taking insufficient cybersecurity measures by certain customers, could result with data leaks and penetration to
our systems that are located or installed in its network. In addition, the shift to software solutions coupled with requirement to move data to cloud-based and open-source environments impose
enhanced cybersecurity challenges that can make our products and services more vulnerable to cyber-attacks.
These potential breaches of our security measures could expose our customers to network failures or other related risks, result in litigation and potential liability or fines for us, damage
to our brand and reputation or otherwise harm our business.
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Our contract manufacturers obtain some of the components included in our products from a limited group of suppliers and although we strive to maintain a dual source policy, in some
cases we rely on single or sole source suppliers. The loss of any of these suppliers or any of these suppliers’ inability to timely supply these components could cause us to experience
production and shipment delays as well as additional costs, which may result in a substantial cost increase or loss of revenue.
Our contract manufacturers currently obtain key components from a limited number of suppliers. Our policy is to maintain a second source for all our Products’ components, however,
some of these components are obtained from a single or sole source supplier. Our contract manufacturers’ dependence on a single or sole source supplier, or on a limited number of suppliers,
subjects us to the following risks:
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The component suppliers may experience shortages in components and interrupt or delay their shipments to our contract manufacturers. Consequently, these shortages could delay the
manufacture of our products and shipments to our customers, which could result in increased manufacturing and shipment costs, penalties or cancellation of orders for our products.
The component suppliers could discontinue the manufacture or supply of components used in our systems. In such an event, we or our contract manufacturers may be unable to develop
alternative sources for the components necessary to manufacture our products, which could force us to redesign our products or buy a large stock of the component into inventory before
it is discontinued. Any such redesign of our products would likely interrupt the manufacturing process and could cause delays in our product shipments. Moreover, a significant
modification in our product design may increase our manufacturing costs and bring about lower gross margins. In addition, we may be exposed to excess inventory of such component,
which we will have to write-down in case the demand is not as high as we have anticipated at the time of buying these components.
The component suppliers may significantly increase component prices at any time and with immediate effect, particularly if demand for certain components increases dramatically in the
global market. These price increases would increase component procurement costs and could significantly reduce our gross margins and profitability.
The component suppliers may refuse or be unable to further supply such component for various reasons, including, among other things, their prioritization, focus, regulations, force
majeure events or financial situation.
Specific risks to our supply chain as a result from the Coronavirus outbreak is detailed under the risk of “Risks Relating to the Novel Coronavirus (COVID-19) Pandemic
(“Coronavirus”)”.
Merger and acquisition activities expose us to risks and liabilities, which could also result in integration problems and adversely affect our business.
We continue to explore potential merger and acquisition opportunities within our wireless hauling market or as a diversification effort in order to create a growth engine and implement a
growth strategy. In addition, we also explore merger and acquisition opportunities aimed at obtaining technological improvement of our products, adding new technologies to our products and
diversify our business. However, we are unable to predict whether or when any prospective deals will be completed.
These strategic transactions involve numerous risks, which can jeopardize or even eliminate the benefits entailed in such transactions, such as:
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we may fail to reveal that the business, legal and other due diligence materials and documents contain untrue statements of material facts or omit to state a material fact necessary to
make the statements therein not misleading, hence fail to achieve the objectives of acquisition and suffer a substantial loss;
we may fail to correctly assess the due diligence investigation findings, establish a correct investment thesis or establish a correct post-merger integration plan;
the process of integrating an acquired business including, for example, the operations, systems, technologies, products, and personnel of the combined companies, particularly
companies with large and widespread operations and/or complex products, may be prolonged due to unforeseen difficulties;
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the implementation of the transaction may distract and divert management’s attention from the normal daily operations of our business;
we may sustain and record significant expenditure and costs associated with outstanding transactions that either did not or will not materialize or would fail to achieve its objectives;
there will be increased expenses associated with the transaction, we may need to use a substantial portion of our cash resources or incur debt in order to cover such expenses; expenses
which the combined revenues of the merged companies may not be sufficient to offset;
we may generate negative cash flow as a result of such transaction, which may require fund raising that will not be available for us;
we may incur unexpected accounting and other expenses associated with the transaction, such as tax expenses, write offs, amortization expenses related to intangible assets,
restructuring costs, litigation costs or such other costs derived from the acquisition;
the transaction may harm our business as currently conducted e.g. there may be a temporary loss of revenues, we may experience loss of current key employees, customers, resellers,
vendors and other business partners or companies with whom we engage today or which relate to any acquired company;
we may be required to issue ordinary shares as part of the transaction, which would dilute our current shareholders;
we may need to assume material liabilities of the merged entity;
the failure to successfully complete the integration associated with the transaction (including integrating any acquired technology into our products), which may cause new markets we
were aiming for not to materialize or in which competitors may have a stronger market position; or
we may fail to effectively obtain the technological improvement.
Failure to manage and successfully complete a strategic transaction could materially harm our business operating results and cash flow. As a result, the anticipated benefits or cost
savings of such mergers and acquisitions or other restructuring activities may not be fully realized, or at all, or may take longer to realize than expected. Acquisitions involve numerous risks, any
of which could harm our business, results of operations cash flow and financial condition as well as the price of our ordinary shares.
Equity investment activities expose us to risks, which could also result in losses and adversely affect our financial results.
We have invested and may continue to invest in the future, in equity of companies that have technologies, which fit our technological requirements and our business strategy. This
investment may include - in addition to an investment in equity - loans, procurement of licenses and usage rights, buying certain development services from these companies and more. If these
investments are unsuccessful, or if these companies are unsuccessful and become insolvent, we may record significant losses, which may adversely affect our financial results.
We cannot assure you that we will be able to maintain profitability or continue to have positive operating cash flows.
In the past, we have incurred significant losses and a negative cash flow from operations. Throughout the years 2015 to 2018 we were profitable and recognized positive net income and
generated cash flow from operating activities, but in 2019 we suffered a reduction in our net income and recognized a net loss of $2.3 million and generated negative cash flow from operating
activities of $12.9 million. There is no assurance that we will be able to improve such results, which may require the implementation of additional cost reduction measures. Our failure to maintain
profitability or to continue to have positive operating cash flows may impact our ability to compete in the market for the short and long term and may impair our financial condition.
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The emergence of new 5G radio access technologies, which make use of high frequency microwave and millimeter-wave spectrum in network architectures different than point-to-point,
could potentially be used by existing and new vendors to provide new and different wireless hauling solutions and cause our revenues to decrease.
The 5G industry is making significant efforts to provide ultra-high speed multi-Gbps mobile and fixed access between networks and people through smartphones, tablets, Customer-
Premises Equipment and other devices, as well as machines such as meters, street surveillance and body-worn cameras and more. In order to achieve such high access speeds, microwave and
millimeter-wave spectrum, which is currently used primarily for wireless hauling, may be used for these use-cases. Regulators are also making changes to the regulatory status of such additional
high frequency spectrum for access use, traditionally used for wireless backhaul. Numerous companies have responded by investing in the development of such access technologies to resolve
these challenges in an innovative and cost-effective manner supported by the availability of standards-based components and products, some of which could potentially be used for wireless
backhaul as well. If such products and solutions are made available, they have the potential of taking a share from our available hauling market. If we are unable to respond in time by developing
competing and cost-effective high-speed wireless hauling solutions, we could be negatively affected in market share, revenues and profits.
Consolidation within our customer base could harm our business.
The increasing trend towards mergers in the telecommunications industry, such as the merger announced recently by T-Mobile and Sprint in the United States, has resulted in the
consolidation of our current and potential customer base. In situations where an existing customer consolidates with another industry participant, which uses a competitor’s products, our sales
to that existing customer could be reduced or eliminated completely to the extent that the consolidated entity decides to adopt the competing products. Furthermore, during the interim period
commencing the announcement until the actual closing or failure to close under such transaction, the parties to the merger or any of them might suspend, delay or cancel new engagements with
us or procurement of our products, even if the merger shall not be consumed. Further, consolidation of our customer base could result in purchasing decision delays as consolidating customers
integrate their operations and could generally reduce our opportunities to win new customers, to the extent that the number of the existing or potential customers decreases. Moreover, some of
our customers may agree to share networks, resulting in a decreased requirement for network equipment and associated services, and thus a decrease in the overall size of the
market. Some network operators share parts of their network infrastructure through cooperation agreements rather than legal consolidations, which may adversely affect demand for network
equipment and could harm our business and results of operations.
We face intense competition from other communications solutions that compete with our high-capacity point-to-point wireless products, which could reduce demand for our products and
have a material adverse effect on our business and results of operations.
Our products compete with other high-speed communications solutions, including fiber optic lines and other wireless technologies. Some of these technologies utilize existing installed
infrastructure and have achieved significantly greater market acceptance and penetration than high-capacity point-to-point wireless technologies. Moreover, as more and more data demands are
imposed on existing network frameworks, and due to consolidation of fixed and mobile operators, operators may be more motivated to invest in more expensive high-speed fiber optic networks to
meet current needs and remain competitive.
Some of the principal disadvantages of high capacity, point-to-point wireless technologies that may make other technologies more appealing include suboptimal operations in extreme
weather conditions and limitations in connection with the need to establish line of sight between antennas and limitations in site acquisition for multiple links, favoring other technologies.
To counter the disadvantages of point to point wireless technologies, license exempt technologies in the V-band spectrum (60Ghz band), which can operate in the wide bandwidth
available at this band, may be used to deliver multi-Gbps capacity backhaul for a limited set of scenarios, such as dense urban, serving short range point-to-multipoint communications, thereby
reducing site acquisition barriers, enabling flexible deployment models. Though the applicability of such solutions is limited to a small set of use cases, with shared capacity thus limiting the peak
capacity available for urban backhaul, those may take a share of point to point solutions we provide for these same urban scenarios. Furthermore, future 5G implementations may require on-the-
move solutions to establish communication channels with moving platforms, creating an additional advantage to point to multi-point solutions. In addition, 5G-NR Integrated Access and
Backhaul (IAB of 5G-NR) technology which operates within the 5G access band, can potentially be used to connect base station/small cell sites to one another. Though the applicability of such
solutions is limited to a small set of use cases, with shared capacity thus limiting the peak capacity available for urban backhaul, those as well may take a share of point to point solutions we
provide for these same urban scenarios.
To the extent that these competing communications solutions reduce demand for our high-capacity point-to-point wireless transmission products, there may be a material adverse effect
on our business and results of operations.
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In projects in which we supply installation or rollout services, we may be required to ramp up rapidly in order to meet our customer’s timelines or quickly decrease our volume should the
customer suspend, delay or terminate the engagement.
In large projects in the scope of which we supply installation or rollout services, we may be required to ramp up rapidly in order to meet our customer’s requirements. In some cases, we
receive orders, which require substantial and rapid acquisition of services by third party service providers or fast hiring of additional employees.
If we are unsuccessful in obtaining rapidly, high quality large-scale third-party services, or hiring adequate employees, we may not be able to meet our obligations to our customers and
may be required to pay penalties or even face the cancelation of orders.
Furthermore, if and in the event that our customer or the project will run into difficulties and consequently be slowed down, suspended or terminated, we shall be required to rapidly
decreased our volume or otherwise we shall be exposed to significant loss. Such events may occur due to contractual work stoppage order, default, change at customer’s priorities, financial
difficulties or a force majeure event, such as the Coronavirus outbreak. In this respect see he risk of “Risks Relating to the Novel Coronavirus (COVID-19) Pandemic (“Coronavirus”)”.
Our failure to establish and maintain effective internal control over financial reporting could result in material misstatements in our financial statements or a failure to meet our reporting
obligations. This may cause investors to lose confidence in our reported financial information, which could result in the trading price of our shares to decline.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under
the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), we carried out an evaluation of the
effectiveness of our internal control over financial reporting as of December 31, 2019, using the criteria established in “Internal Control - Integrated Framework” set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on our assessment under that framework and the criteria established therein, our management
concluded that the Company’s internal control over financial reporting was effective as of December 31, 2019 in providing reasonable assurance regarding the reliability of the Company’s
financial reporting.
However, if we conclude in the future that our internal controls over financial reporting are not effective, we may fail to meet our future reporting obligations on a timely basis, our
financial statements may contain material misstatements, our operating results may be negatively impacted, and we may be subject to litigation and regulatory actions, causing investor
perceptions to be adversely affected and potentially resulting in a decline in the market price of our shares. Even if we conclude that our internal controls over financial reporting are adequate,
any internal control or procedure, no matter how well designed and operated, can only provide reasonable assurance of achieving desired control objectives and cannot prevent all mistakes or
intentional misconduct or fraud.
We are subject to government procurement and anti-bribery rules and regulations and non-compliance with such rules and regulations could have an adverse effect on our business and
results of operations, could lead to a decline in our share price and could impair our ability to raise additional funds in the future.
We are required to comply with the U.S. Foreign Corrupt Practices Act (FCPA), with laws and regulations by other countries in which we operate that have implemented the OECD
Convention on Combating Bribery of Foreign Officials and with similar anti-corruption laws in other jurisdictions around the world where we do business, and our management is responsible for
establishing and maintaining an effective compliance policy and adequate internal controls over the business conduct of our employees, marketing agents and resellers, as appropriate. In the
event that our compliance policy is deemed ineffective or inadequate or should our employees or third-parties acting on our behalf act in violation of such laws and regulations in connection
with our business, we could be held liable for such actions and be subject to penalties, fines or other sanctions, which could negatively impact our results of operations, cause a decline in our
share price, have a material adverse effect on our reputation and impair our ability to raise additional fund to the extent required.
Due to inaccurate forecasts or business changes, we may be exposed to inventory-related losses on inventory purchased by our contract manufacturers and other suppliers, or to increased
expenses should unexpected production ramp up be required. In addition, part of our inventory may be written off, which would increase our cost of revenues.
Our contract manufacturers and other suppliers are required to purchase inventory based on manufacturing projections we provide to them. If the actual orders from our customers are
lower than projected, or the mix of products ordered changes, or if we decide to change our product line and/or our product support strategy, our contract manufacturers or other suppliers will
have excess inventory of raw materials or finished products, which we would typically be required to purchase, thus incurring additional costs and our gross profit and results of operations
could be adversely affected. In addition, our inventory levels may be too high, and inventory may become obsolete or over-stated on our balance sheet. This would require us to write off
inventory, which could adversely affect our gross profit and results of operations.
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We require our contract manufacturers and other suppliers from time to time, to purchase more inventory than is immediately required and with respect to our contract manufacturers, to
partially assemble components, in order to shorten our delivery time in case of an increase in demand for our products. In the absence of such increased demand, we may need to make advance
payments, compensate our contract manufacturers or other suppliers, or even buy the redundant inventory, as needed. We also may purchase components or raw materials from time to time for
use by our contract manufacturers in the manufacturing of our products. This may cause additional write offs and may have a negative impact on our results of operations and cash flow.
Alternatively, if we underestimate our requirements and our actual orders from customers are significantly larger than our planned forecast, we may be required to accelerate the
production and purchase of supplies, which may result in additional costs of buying components at less attractive prices, paying expediting fees and excess shipment costs, overtime and other
manufacturing expenses. As a result, our gross margins and results of operations could be adversely affected.
Inventory of raw materials, work in-process or finished products located either at our warehouses or our customers’ sites as part of the network build-up may accumulate in the future,
and we may encounter losses due to a variety of factors, including:
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new generations of products replacing older ones, including changes in products because of technological advances and cost reduction measures; and
the need of our contract manufacturers to order raw materials that have long lead times and our inability to estimate exact amounts and types of items thus needed, especially
regarding the frequencies in which the final products ordered will operate.
Further, our inventory of finished products located either at our warehouse or our customers’ sites as part of a network build-up may accumulate if a customer were to cancel an order or
refuse to physically accept delivery of our products, or in rollout projects, which include acceptance tests, refuse to accept the network. The rate of accumulation may increase in a period of
economic downturn.
Our sales cycles in connection with competitive bids or to prospective customers are lengthy.
It typically takes from three to twelve months after we first begin discussions with a prospective customer, before we receive an order from that customer, if an order is received at all. In
some instances, we participate in competitive bids, in tenders issued by our customers or prospective customers, and these tender processes can continue for many months before a decision is
made by the customer. In addition, even after the initial decision is made, there may be a lengthy testing and integration phase or contract negotiation phase before a final decision to purchase is
made. In some cases, even if we have signed a contract and our products were tested and approved for usage, it could take a significant amount of time until the customer places purchase
orders, if at all. As a result, we are required to devote a substantial amount of time and resources to secure sales. In addition, the lengthy sales cycle results in greater uncertainty with respect to
any particular sale, as events that impact customers’ decisions occur during such cycle and in turn, increase the difficulty of forecasting our results of operations.
If we fail to obtain regulatory approval for our products, or if sufficient radio frequency spectrum is not allocated for use by our products, our ability to market our products may be
restricted.
Generally, our products must conform to a variety of regulatory requirements and international treaties established to avoid interference among users of transmission frequencies and to
permit interconnection of telecommunications equipment. Any delays in compliance with respect to our future products could delay the introduction of those products. Also, these regulatory
requirements may change from time to time, which could affect the design and marketing of our products as well as the competition we face from other suppliers’ products, which may not be
affected as much from such changes. Delays in allocation of new spectrum for use with wireless hauling communications, such as the E, V and W bands in various countries, at prices which are
competitive for our customers, may also adversely affect the marketing and sales of our products.
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In addition, in most jurisdictions in which we operate, users of our products are generally required to either have a license to operate and provide communications services in the
applicable radio frequency or must acquire the right to do so from another license holder. Consequently, our ability to market our products is affected by the allocation of the radio frequency
spectrum by governmental authorities, which may be by auction or other regulatory selection. These governmental authorities may not allocate sufficient radio frequency spectrum for use by our
products. We may not be successful in obtaining regulatory approval for our products from these authorities and as we develop new products either our products or some of the regulations will
need to change to take full advantage of the new product capabilities in some geographies. Historically, in many developed countries, the lack of available radio frequency spectrum has inhibited
the growth of wireless telecommunications networks. If sufficient radio spectrum is not allocated for use by our products, our ability to market our products may be restricted, which would have
a materially adverse effect on our business, financial condition and results of operations. Additionally, regulatory decisions allocating spectrum for use in wireless hauling at frequencies used by
our competitors’ products, could increase the competition we face. In addition, the 5G rollout could be contingent upon the allocation of the radio frequency spectrum by governmental
authorities which could cause a delay in the ramp up of those activities.
Other areas of regulation and governmental restrictions, including tariffs on imports and technology controls on exports or regulations related to licensing and allocation processes,
could adversely affect our operations and financial results.
Our products are used in critical communications networks, which may subject us to significant liability claims.
Since our products are used in critical communications networks, we may be subject to significant liability claims if our products do not work properly. The terms of agreements with our
customers do not always provide sufficient protection from liability claims. In addition, any insurance policies we have may not adequately cover our exposure with respect to such claims. We
warrant to our current customers that our products will operate in accordance with our product specifications, but if our products fail to conform to these specifications, our customers could
require us to remedy the failure or could assert claims for damages. Liability claims could require us to spend significant time and money in litigation or to pay significant damages. Any such
claims, successful or not, would be costly and time-consuming to defend, and could divert management’s attention and seriously damage our reputation and our business.
We are subject to various regulations due to our international wireless hauling operations. If we fail to comply with these regulations, we could face liabilities that could materially impact
our business, results of operations and financial condition.
Due to the nature of our global operations, we must comply with certain international and domestic laws, regulations and restrictions, which may expose our business to risks including the
following:
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Our business is subject to numerous laws and regulations designed to protect the environment, including with respect to discharge management of hazardous substances. Although we
believe that we comply with these requirements and that such compliance does not have a material adverse effect on our results of operations, financial condition or cash flows, the
failure to comply with current or future environmental requirements could expose the Company to criminal, civil and administrative charges. Due to the nature of our business and
environmental risks, we cannot provide assurance that any such material liability will not arise in the future.
Our wireless communications products emit electromagnetic radiation. While we are currently unaware of any negative effects associated with our products, there has been publicity
regarding the potentially negative direct and indirect health and safety effects of electromagnetic emissions from wireless telephones and other wireless equipment sources, including
allegations that these emissions may cause cancer. Health and safety issues related to our products may arise that could lead to litigation or other actions against us or to additional
regulation of our products, and we may be required to modify our technology without the ability to do so. Even if these concerns prove to be baseless, the resulting negative publicity
could affect our ability to market these products and, in turn, could harm our business and results of operations. Claims against other wireless equipment suppliers or wireless service
providers could adversely affect the demand for our hauling solutions.
The regulatory framework for data protection and privacy issues is rapidly evolving worldwide and is likely to continue developing in the foreseeable future. As such, in May 2016, the
European Union adopted the General Data Protection Regulation (“GDPR”), fully enforceable as of May 25, 2018, which imposes striker data protection obligations and provides for
greater penalties for noncompliance. We may be required to incur significant costs to comply with such data and privacy protection laws, rules and regulations, as applicable upon our
Company. Any inability to adequately address these privacy and data protection concerns or to comply with the respective applicable laws, rules and regulations could have an adverse
effect on our business prospects, results of operations and/or financial position.
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Part of our products could be characterized as “dual-use” products or include “dual-use” components that are subject to export controls and limitations. Refusal to award us with export
licenses or the imposition of export restrictions could adversely affect our ability to market and sale such products.
We could be adversely affected by our failure to comply with the covenants in our credit agreement or by the failure of any bank to provide us with credit under committed credit facilities.
We have a committed credit facility available for our use from a syndicate of several banks. Our credit agreement contains financial and other covenants. Any failure to comply with the
covenants, including due to poor financial performance, may constitute a default under the credit facility, which may have a material adverse effect on our financial condition. In addition, the
payment may be accelerated, and the credit facility may be cancelled upon an event, in which a current or future shareholder acquires control (as defined under the Israeli Securities Law) of us.
For more information, please refer to Item 5: “OPERATING AND FINANCIAL REVIEW AND PROSPECTS; Liquidity and Capital Resources.”
In addition, the credit facility is provided by the syndication with each bank agreeing severally (and not jointly) to make its agreed portion of the credit loans to us. If one or more of the
banks providing the committed credit facility were to default on its obligation to fund its commitment, the portion of the committed facility provided by such defaulting bank would not be
available to us.
Our credit agreement is expected to end on June 2020. We are currently discussing the renewal of the credit facility. Nonetheless, if and in the event we shall suffer a decline in our
business or other adverse effect as a result of the Coronavirus outbreak, or in the event that a credit crunch will evolve due to the Coronavirus pandemic effect on the financial markets or for any
other reason, we could experience a distressed cash flow challenges that could harm our business operations and prospects, results of operations, cash flow and financial position.
If we are unable to protect our intellectual property rights, our competitive position may be harmed.
Our ability to compete will depend, in part, on our ability to obtain and enforce intellectual property protection for our technology internationally. We currently rely upon a combination
of trade secret, patent, trademark and copyright laws, as well as contractual rights, to protect our intellectual property. However, as our patent portfolio may not be as extensive as those of our
competitors, we may have limited ability to assert any patent rights in negotiations with, or in counterclaims against, competitors who assert intellectual property rights against us.
We also enter into confidentiality, non-competition and invention assignment agreements with our employees and contractors engaged in our research and development activities, as
well as non-disclosure agreements with our suppliers and certain customers so as to limit access to and disclosure of our proprietary information. We cannot assure you that any steps taken by
us will be adequate to deter misappropriation or impede independent third-party development of similar technologies. Moreover, under current law, we may not be able to enforce the non-
competition agreements with our employees to their fullest extent.
We cannot assure you that the protection provided for our intellectual property by the laws and courts of foreign nations will be substantially similar to the remedies available under
U.S. law. Furthermore, we cannot assure you that third parties will not assert infringement claims against us based on foreign intellectual property rights and laws that are different from those
established in the United States. Any such failure or inability to obtain or maintain adequate protection of our intellectual property rights, for any reason, could have a material adverse effect on
our business, results of operations and financial condition.
Moreover, in an effort to further grow our business, we may also sell our innovative Systems-on-Chip (SoC), which we use within our products, to some of our larger competitors, as we
did with NEC, with full or limited access to our technology capabilities, over which they may design products that more effectively compete with our own.
Defending against intellectual property infringement claims could be expensive and could disrupt our business.
The wireless equipment industry is characterized by vigorous protection and pursuit of intellectual property rights, which has resulted in often protracted and expensive litigation. We
have been exposed to infringement allegations in the past, and we may in the future be notified that we or our vendors, allegedly infringed certain patent or other intellectual property rights of
others. Any such litigation or claim could result in substantial costs and diversion of resources. In the event of an adverse result of any such litigation, we could be required to pay substantial
damages (including potentially punitive damages and attorney’s fees should a court find such infringement willful), or to cease the use and licensing of allegedly infringing technology and the
sale of allegedly infringing products (including those we purchase from third parties). We may be forced to expend significant resources to develop non-infringing technology, obtain licenses for
the infringing technology or replace infringing third party equipment. We cannot assure you that we would be successful in developing such non-infringing technology, that any license for the
infringing technology would be available to us on commercially reasonable terms, if at all, or that we would be able to find a suitable substitute for infringing third party equipment.
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If we fail to attract and retain qualified personnel, our business, operations and product development efforts may be materially adversely affected.
Our products require sophisticated research and development, marketing and sales, and technical customer support. Our success depends on our ability to attract, train and retain
qualified personnel in all these professional areas while also taking into consideration varying geographical needs and cultures. We compete with other companies for personnel in all of these
areas, both in terms of profession and geography, and we may not be able to hire sufficient personnel to achieve our goals or support the anticipated growth in our business. The market for the
highly-trained personnel we require globally is competitive, due to the limited number of people available with the necessary technical skills and understanding of our products and technology.
If we fail to attract and retain qualified personnel due to compensation or other factors, our business, operations and product development efforts would suffer. As the demand for qualified and
highly skilled personal is on constant demand, our ability to retain existing “talents” and recruit new ones is becoming more challenging. Consequently, we may have to face with increasing
employment costs for existing and new personnel in professions characterized with high demand. Loss of senior level “talents” may cause delays in our development efforts as well as shortage
in knowhow and capabilities which cannot always immediately mitigated.
Risks Related to Our Ordinary Shares
Holders of our ordinary shares who are U.S. residents may be required to pay additional U.S. income taxes if we are classified as a passive foreign investment company (“PFIC”) for U.S.
federal income tax purposes.
There is a risk that we may be classified as a PFIC. Our treatment as a PFIC could result in a reduction in the after-tax return for U.S. holders of our ordinary shares and may cause a
reduction in the value of our shares. For U.S. federal income tax purposes, we will generally be classified as a PFIC for any taxable year in which either: (1) 75% or more of our gross income is
passive income, or (2) at least 50% of the average value (determined on a quarterly basis) of our total assets for the taxable year produce, or are held for the production of, passive income. Based
on our analysis of our income, assets, activities and market capitalization, we do not believe that we were a PFIC for the taxable year ended December 31, 2019. However, there can be no
assurance that the United States Internal Revenue Service (“IRS”) will not challenge our analysis or our conclusion regarding our PFIC status. There is also a risk that we were a PFIC for one or
more prior taxable years or that we will be a PFIC in future years, including 2020. If we were a PFIC during any prior years, U.S. shareholders who acquired or held our ordinary shares during such
years will generally be subject to the PFIC rules. The tests for determining PFIC status are applied annually and it is difficult to make accurate predictions of our future income, assets, activities
and market capitalization, which are relevant to this determination. If we were determined to be a PFIC for U.S. federal income tax purposes, highly complex rules would apply to U.S. holders
owning our ordinary shares and such U.S. holders could suffer adverse U.S. tax consequences.
For more information, please see Item 10. ADDITIONAL INFORMATION – E. Taxation - “U.S. Federal Income Tax Considerations” – “Tax Consequences if We Are a Passive Foreign
Investment Company.”
The price and trading volume of our ordinary shares are subject to volatility. Such volatility could limit investors’ ability to sell our shares at a profit, could limit our ability to
successfully raise funds and may expose us to class actions against the Company and its senior executives.
The stock market in general, and the market price of our ordinary shares in particular, are subject to fluctuation. As a result, changes in our share price and trading volumes may be
unrelated to our operating performance. The price of our ordinary shares and the trading volumes in our ordinary shares have experienced volatility in the past and may continue to do so in the
future, which 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. In the two-year
period ended December 31, 2019, the price of our ordinary shares has ranged from a high of $5.04 per share to a low of $1.67 per share. On December 31, 2019 and 2018, the closing prices of our
ordinary shares were $2.05 per share and $3.78 per share, respectively. A variety of factors may affect the market price and trading volume of our ordinary shares, including:
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announcements of technological innovations or new commercial products by us or by our competitors;
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competitors’ positions and other events related to our market;
changes in the Company’s estimations regarding forward looking statements and/or announcement of actual results that vary significantly from such estimations;
the announcement of corporate transactions, merger and acquisition activities or other similar events by companies in our field or industry;
changes and developments effecting our field or industry;
period to period fluctuations in our results of operations;
changes in financial estimates by securities analysts;
our earnings releases and the earnings releases of our competitors;
our ability to show and accurately predict revenues;
our need to raise additional funds and the success or failure thereof;
other announcements, whether by the Company or others, referring to the Company’s financial condition, results of operations and changes in strategy;
changes in senior management or the board of directors;
the general state of the securities markets (with a particular emphasis on the technology and Israeli sectors thereof);
the general state of the credit markets, the volatility of which could have an adverse effect on our investments; and
global macroeconomic developments, including in connection with the Coronavirus outbreak.
Many of these factors are out of our control, and we believe that period-to-period comparisons of our financial results will not necessarily be indicative of our future performance.
All these factors and any corresponding price fluctuations may materially and adversely affect the market price of our ordinary shares and may result in substantial losses to our
investors.
In addition to the volatility of the market price of our shares, the stock market in general and the market for technology companies in particular, has been highly volatile and at times
thinly traded. These broad market and industry factors may seriously harm the market price of our ordinary shares, regardless of our operating performance. Investors may not be able to resell
their shares following periods of volatility.
Moreover, 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 volatility in their share prices and/or difficulties in raising additional funds required to effectively operate and grow their
businesses. Thus, market and industry-wide fluctuations and political, economic and military conditions in the Middle East may adversely affect the trading price of our ordinary shares,
regardless of our actual operating performance.
Further, as a result of the volatility of our stock price, we could be subject, and are currently subject, to securities litigation, which could result in substantial costs and divert
management’s attention and Company resources from our business. On January 6, 2015, the Company was served with a motion to approve a purported class action, naming the Company, its
CEO and its directors as defendants. The motion was filed with the District Court of Tel-Aviv. The purported class action is based on Israeli law and alleges breaches of duties by making false
and misleading statements in the Company’s SEC filings and public statements during the period between July and October 2014. The plaintiff seeks specified compensatory damages in a sum of
up to $75,000,000, as well as attorneys’ fees and costs (see below in Item 8. “FINANCIAL INFORMATION”). Although the Company believes it has a strong defense against these allegations
and that the District Court should deny the motion to approve the class action, there is no assurance that the Company’s position will be accepted by the District Court. Furthermore, there is a
risk that this litigation will divert the time and energy of the Company’s executives and lead to damages and expenditures that may not be covered by insurance. This may adversely affect the
Company’s financial condition and results of operations.
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Due to the size of their shareholdings, Zohar and Yehuda Zisapel have influence over matters requiring shareholder approval.
As of March 24, 2020, Zohar Zisapel, our Chairman of the Board of Directors, beneficially owned, directly or indirectly, 13.04% of our outstanding ordinary shares, and Yehuda and Nava
Zisapel beneficially owned, directly or indirectly, 4.43% of our outstanding ordinary shares. Such percentages include options which are exercisable within 60 days of March 24, 2020. Yehuda
and Zohar Zisapel, who are brothers, do not have a voting agreement. Regardless, these shareholders may influence the outcome of various actions that require shareholder approval. Yehuda
and Nava Zisapel have an agreement which provides for certain coordination in respect of sales of shares of Ceragon as well as for tag along rights with respect to off-market sales of Ceragon’s
shares.
Risks Related to Operations in Israel
Conditions in the Middle East and in Israel may adversely affect our operations.
Our headquarters, a substantial part of our research and development facilities and some of our contract manufacturers’ facilities are located in Israel. Accordingly, we are directly
influenced by the political, economic and military conditions affecting Israel. Specifically, we could be adversely affected by:
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•
•
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hostilities involving Israel;
the interruption or curtailment of trade between Israel and its present trading partners;
a downturn in the economic or financial condition of Israel; and
a full or partial mobilization of the reserve forces of the Israeli army.
Since its establishment in 1948, Israel has been subject to a number of armed conflicts that have taken place between it and its Middle Eastern neighbors. While Israel has entered into
peace agreements with both Egypt and Jordan, it has no peace arrangements with any other neighboring or other Arab countries.
Further, all efforts to improve Israel’s relationship with the Palestinians have failed to result in a peaceful solution, and there have been numerous periods of hostility as well as civil
insurrection of Palestinians in the West Bank and the Gaza Strip in recent years.
Israel is engaged, from time to time, in armed conflicts with Hamas (a militia group and political party controlling the Gaza Strip). These conflicts have involved missile strikes against
civilian targets in the south and center parts of Israel, last in November 2019.
Over the years, this state of hostility, varying from time to time in intensity and degree, has led to security and economic problems for Israel.
In addition, relations between Israel and Iran continue to be hostile, due to the fact that Iran is perceived by Israel as sponsor of Hamas and Hezbollah (a Shia Islamist political party
and militant group based in Lebanon), maintains a military presence in Syria, and is viewed as a strategic threat to Israel in light of its nuclear program. The recent assassination of Iran’s senior
general Qassim Soleimani by the U.S. military, followed by Iranian retaliatory attack against U.S. military bases in Iraq, has contributed to the tension in the region and further intensified the
hostility between Iran and Israel and between Israel and Hezbollah, which is positioned alongside Israel’s northern border.
All of the above raise a concern as to the stability in the region, which may affect the political and security situation in Israel and therefore could adversely affect our business, financial
condition and results of operations.
Furthermore, the continued conflict with the Palestinians is disrupting some of Israel’s trading activities. Certain Muslim countries, as well as certain companies and organizations
around the world, continue to participate in a boycott of Israeli brands and others doing business with Israel and Israeli companies. The boycott, restrictive laws, policies or practices directed
towards Israel or Israeli businesses could, individually or in the aggregate, have a material adverse effect on our business in the future, for example by way of sales opportunities that we could
not pursue or from which we will be precluded. In addition, should the BDS Movement, the movement for boycotting, divesting and sanctioning Israel and Israeli institutions (including
universities) and products become increasingly influential in the United States and Europe, this may also adversely affect our business and financial condition. Further deterioration of Israel’s
relations with the Palestinians or countries in the Middle East could expand the disruption of international trading activities in Israel, may materially and negatively affect our business
conditions, could harm our results of operations. and adversely affect the Company’s share price.
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Our business may also be affected by the obligation of personnel to perform military service. Our employees who are Israeli citizens are generally subject to a periodical obligation to
perform reserve military service, until they reach the age of 45 (or older, for reservists with certain occupations). During times of a military conflict, these employees may be called to active duty
for longer periods of time. In response to the increase in violence and terrorist activity in the past years, there have been periods of significant call-ups for military reservists and it is possible
that there will be further military reserve duty call-ups in the future. In case of further regional instability such employees, who may include one or more of our key employees, may be absent for
extended periods of time which may materially adversely affect our business.
Furthermore, our Company’s insurance does not cover loss arising out of events related to the security situation in the Middle East. While the Israeli government generally covers the
reinstatement value of direct damages caused by acts of war or terror attacks, we cannot be certain that such coverage will be maintained.
We can give no assurance that the political, economic and security situation in Israel will not have a material adverse effect on our business in the future.
We received grants from the IIA that may require us to pay royalties and restrict our ability to transfer technologies or know-how outside of Israel.
In prior years we have received government grants from the Israel Innovation Authority (the “IIA”) for the financing of a significant portion of our research and development
expenditures in Israel. Even following full repayment of any IIA grants, and unless otherwise agreed by the applicable authority of the IIA, we must nevertheless continue to comply with the
requirements of the Israeli Law for the Encouragement of Industrial Research and Development, 1984 and regulations promulgated thereunder (the “R&D Law”) with respect to technologies that
were developed using such grants (the “Financed Know-How”), including an obligation to repay such grants from consideration received from sales of products which are based on the Financed
Know-How, if and when such sales occur.
In addition to the obligation to pay royalties to the IIA, the R&D Law requires that products which incorporate Financed Know-How be manufactured in Israel, and prohibits the transfer
of Financed Know-How and any right derived therefrom to third parties, unless otherwise approved in advance by the IIA. Such prior approval may be subject to payment of increased royalties.
Although such restrictions do not apply to the export from Israel of the Company’s products developed with such Financed Know-How, they may prevent us from engaging in transactions
involving the sale, outsource or transfer of such Financed Know-How or of manufacturing activities with respect to any product or technology based on Financed Know-How, outside of Israel,
which might otherwise be beneficial to us. Furthermore, the consideration available to our shareholders in a transaction involving the transfer outside of Israel of Financed Know-How (such as a
merger or similar transaction) may be reduced by any amounts that we are required to pay to the IIA.
For more information regarding the restrictions imposed by the R&D Law and regarding grants received by us from the IIA, please see Item 4. “INFORMATION ON THE COMPANY- B.
Business Overview - The Israel Innovation Authority.
The tax benefits to which we are currently entitled from our approved enterprise program and our beneficiary enterprise program, require us to satisfy specified conditions, which, if we fail
to meet, would deny us from these benefits in the future. Further, if such tax benefits are reduced or eliminated in the future, we may be required to pay increased taxes.
The Company has certain capital investment programs that have been granted approved enterprise status by the Israeli government (the “Approved Programs”), and a program under
beneficiary enterprise status pursuant to Israel’s Law for the Encouragement of Capital Investments, 1959 (the “Beneficiary Program”). When we begin to generate taxable income from these
approved or beneficiary enterprise programs, the portion of our income derived from these programs will be tax exempt for a period of two years. The benefits available to an approved or
beneficiary enterprise program are dependent upon the fulfillment of conditions stipulated under applicable law and in the certificates of approval or in rulings obtained from the Israeli Tax
Authorities with respect to beneficiary enterprise programs. If we fail to comply with these conditions, in whole or in part, we may be required to pay additional taxes for the period(s) in which we
benefited from the tax exemption and would likely be denied these benefits in the future. The amount by which our taxes would increase will depend on the difference between the then-applicable
corporate tax rate and the rate of tax, if any, that we would otherwise pay as an approved enterprise or beneficiary enterprise, and on the amount of any taxable income that we may earn in the
future.
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In addition, the Israeli government may reduce, or eliminate in the future, tax benefits available to approved or beneficiary enterprise programs. Our Approved Programs and Beneficiary
Program and the resulting tax benefits may not continue in the future at their current levels or at any level. The termination or reduction of these tax benefits would likely increase our tax liability.
The amount, if any, by which our tax liability would increase will depend upon the rate of any tax increase, the amount of any tax rate benefit reduction, and the amount of any taxable income that
we may earn in the future. For a description of legislation regarding “Preferred Enterprise” see Item 10. “ADDITIONAL INFORMATION”.
Being a foreign private issuer exempts us from certain SEC requirements and Nasdaq Rules, which may result in less protection than is afforded to investors under rules applicable to
domestic issuers.
We are a “foreign private issuer” within the meaning of rules promulgated by the SEC. As such, we are exempt from certain provisions under the Exchange Act applicable to U.S. public
companies, including:
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The rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q and current reports on Form 8-K;
The sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of securities registered under the Exchange Act, including extensive
disclosure of compensation paid or payable to certain of our highly compensated executives as well as disclosure of the compensation determination process;
The provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and
The sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profit realized from any
“short-swing” trading transaction (a purchase and sale, or sale and purchase, of the issuer’s equity securities within less than six months).
In addition, we are permitted to follow certain home country corporate governance practices and laws in lieu of certain Nasdaq Rules applicable to U.S. domestic issuers. For instance,
we have relied on the foreign private issuer exemption with respect to shareholder approval requirements for equity-based incentive plans for our employees and the requirement to have a formal
charter for our Compensation Committee. Following our home country governance practices rather than the Nasdaq Rules that would otherwise apply to a U.S. domestic issuer, may provide less
protection to investors. For the list of the specific exemptions that we have chosen to adopt, please see “Item 16G. CORPORATE GOVERNANCE.”
We may lose our status as a foreign private issuer, which would increase our compliance costs and could negatively impact our operations results.
We may lose our foreign private issuer status if (a) a majority of our outstanding voting securities are either directly or indirectly owned of record by residents of the United States and
(b) one or more of (i) a majority of our executive officers or directors are United States citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is
administered principally in the United States. In such case, we would be required to, among other things, file periodic reports and registration statements on U.S. domestic issuer forms with the
SEC, which are more extensive than the forms available to a foreign private issuer, follow U.S. proxy disclosure requirements, including the requirement to disclose, under U.S. law, more detailed
information about the compensation of our senior executive officers on an individual basis, modify certain of our policies to comply with accepted governance practices associated with U.S.
domestic issuers and we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers, as
described in the previous risk factor above. All of the above would cause us to incur substantial additional internal and external costs, including for outside legal and accounting support.
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It may be difficult to enforce a U.S. judgment against us or our officers and directors, or to assert U.S. securities laws claims in Israel.
We are incorporated under the laws of the State of Israel. Service of process upon our directors and officers, almost all of whom reside outside the United States, may be difficult to
obtain within the United States. Furthermore, because the majority of our assets and investments, and almost all of our directors and officers are located outside the United States, any judgment
obtained in the United States against us or any of them may not be collectible within the United States.
Additionally, it may be difficult for an investor, to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged
violation of U.S. securities laws reasoning that Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear such a claim, it is not certain if
Israeli law or U.S. law will be 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 by an expert witness, which can be a time-
consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above.
Your rights and responsibilities as a shareholder will be governed by Israeli law which differs in some respects from the rights and responsibilities of shareholders of U.S. companies.
Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our Articles of Association as in effect from time to time (the “Articles of
Association”), and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in United States-based corporations. In particular, a
shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders
and to refrain from abusing its power in the company, including, among other things, in voting at the general meeting of shareholders on certain matters, such as an amendment to a company’s
articles of association, an increase of a company’s authorized share capital, a merger of a company and approval of interested party transactions that require shareholder approval. A shareholder
also has a general duty to refrain from discriminating against other shareholders. In addition, a controlling shareholder or a shareholder who knows that it possesses the power to determine the
outcome of a shareholders’ vote or to appoint or prevent the appointment of an office holder in a company, or has another power with respect to a company, has a duty to act in fairness towards
such company. Israeli law does not define the substance of this duty of fairness and there is limited case law available to assist us in understanding the nature of this duty or the implications of
these provisions. These provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of U.S. corporations.
Provisions of Israeli law may delay, prevent or make undesirable an acquisition of all or significant portion of our shares or assets.
Israeli corporate law regulates mergers and acquisitions and requires that a tender offer be effected when certain thresholds of percentage ownership of voting power in a company are
exceeded (subject to certain conditions), which may have the effect of delaying, preventing or making more difficult a merger with, or acquisition of, us. Further, Israeli tax considerations may
make potential transactions undesirable to us, or to some of our shareholders, if the country of residence of such shareholder does not have a tax treaty with Israel (thus not granting relief from
payment of Israeli taxes). With respect to mergers, Israeli tax law provides tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous conditions,
including a holding period of two years from the date of the transaction, during which certain sales and dispositions of shares of the participating companies are restricted. Moreover, with
respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no actual disposition of the shares has occurred. See
“Item 10.B. - Mergers and Acquisitions under Israeli Law.”
In addition, in accordance with the Restrictive Trade Practices Law, 1988, and the R&D Law, to which we are subject due to our receipt of grants from the IIA, a change in control in the
Company (such as a merger or similar transaction) may be subject to certain regulatory approvals in certain circumstances. For more information regarding such required approvals please see
Item 4. “INFORMATION ON THE COMPANY - B. Business Overview - The Israel Innovation Authority”.
In addition, as a corporation incorporated under the laws of the State of Israel, we are subject to the Israeli Economic Competition Law, 1988 and the regulations promulgated thereunder
(formerly known as the Israeli Antitrust Law, 1988), under which we may be required in certain circumstances to obtain the approval of the Israel Competition Authority (formerly known as the
Israel Antitrust Authority) in order to consummate a merger or a sale of all or substantially all of our assets.
These provisions of Israeli law could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire us, or for our shareholders to
elect different individuals to our Board of Directors, even if doing so would be beneficial to our shareholders, and may also limit the price that investors may be willing to pay in the future for our
ordinary shares.
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ITEM 4.
INFORMATION ON THE COMPANY
A. History and Development of the Company
We were incorporated under the laws of the State of Israel on July 23, 1996 as Giganet Ltd. We changed our name to Ceragon Networks Ltd. on September 6, 2000. We operate under the
Israeli Companies Law, our registered office is located at 24 Raoul Wallenberg Street, Tel Aviv, Israel 69719, and our telephone number is +972-3-543-1000. Our web address is www.ceragon.com.
Information contained on our website does not constitute a part of this annual report.
Our agent for service of process in the United States is Ceragon Networks, Inc., our wholly owned U.S. subsidiary and North American headquarters, located at Overlook at Great Notch,
150 Clove Road, 9th Floor, Little Falls, NJ 07424.
B. Business Overview
We are the leading wireless hauling specialist company in terms of unit shipments and global distribution of our business, providing innovative high capacity wireless connectivity
solutions to global markets across various industries, mainly wireless (mobile) networks service providers.
Wireless hauling is a means for connecting mobile network sites (e.g. cellular base stations in various architectures) to the rest of the network. It carries information to and from the
cellular base stations. It is used when high-speed wireline connectivity to telecom sites (typically fiber optics) is not available or rapid development is required. According to market research,
about 45% of global telecom sites are connected to the rest of the network via wireless hauling.
The term ‘wireless hauling’ refers to various types of network connectivity signaling and network protocols which vary in speeds and include 1) backhaul - used in 4G, 5G and earlier
generations of mobile networks to send data packets between the network and the base-stations and between the base-stations to other network elements, and 2) fronthaul - used in 4G and 5G
networks to send radio signal values between building blocks of the base station, which can be separated from another across geographic site locations to achieve network efficiencies in some
network scenarios.
Wireless hauling offers network operators a cost-efficient alternative to wire-line connectivity between network nodes at different sites, mainly fiber optics. Support for high broadband
speeds and very large numbers of devices, means that all value-added services can be supported, while the high reliability of wireless systems provide for lower maintenance costs. Because they
require no trenching, wireless hauling links can also be set up much faster and at a fraction of the cost of wire-line solutions. On the operator’s side, this translates into an increase in operational
efficiency and faster time-to-market, as well as a shorter timetable to achieving new revenue streams.
We provide wireless hauling solutions and services that enable cellular operators and other service providers to build new networks and evolve networks towards 4G and 5G services.
The services provided over these networks are: voice, mobile and fixed broadband, Industrial/Machine-to-Machine (M2M), Internet of Things (IoT) connectivity, public safety and other mission
critical services. We also provide our solutions for wireless backhaul to other vertical markets such as Internet service providers, public safety, utilities, oil and gas offshore drilling platforms, as
well as maritime communications. Our wireless hauling solutions use microwave and millimeter-wave radio technologies to transfer large amounts of telecommunication traffic between wireless
5G, 4G, 3G and other cellular base station technologies (distributed, or centralized with dispersed remote radio heads) and the core of the service provider’s network. We are also a member of
industry consortiums of companies, which attempt to better define future technologies in ICT (Information and Communication Technologies) markets, such as Open Networking Foundation
(ONF), Metro Ethernet Forum (MEF), European Telecommunications Standards Institute (ETSI), Telecom Infra Project (TIP) and others.
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In addition to providing our solutions, we also offer our customers a comprehensive set of turn-key services, including advanced network and radio planning, site survey, solutions
development, network rollout, maintenance, wireless hauling network audit and optimization, and training. Our services include powerful project management tools that streamline deployments of
complex wireless networks, thereby reducing time and costs associated with network set-up and allowing a fast time-to-revenue. Our experienced teams can deploy hundreds of wireless hauling
links every week, and our rollout project track record includes hundreds of thousands of links already installed and operational with a variety of industry-leading operators.
Designed for any network scenario, including risk-free flexible migration from current and legacy network technologies and architectures to evolving standards and network hauling
scenarios, our solutions provide ultra-high speed connectivity at any distance, be it a few kilometers or tens of kilometers, and even longer, over any available spectrum (or combinations of
available spectrum bands) and in any site and network architecture. Our solutions support all wireless access technologies, including 5G-NR NSA, 5G-NR SALTE, HSPA, EV-DO, CDMA, W-
CDMA, WIFI and GSM as well as Tetra, P.25 and LMR for critical communications. These solutions allow wireless service providers to cost-effectively and seamlessly evolve their networks
from a monolithic base-station architecture to an open RAN architecture, utilizing vertical and horizontal disaggregation, allowing them extra flexibility, scalability and efficiency, thereby meeting
the increasing demand of a growing number of connections of any type be those consumers and enterprises with growing needs for mobile and other multimedia services, and a growing number
of machines or IoT devices such as street surveillance devices or meters.
We also provide our solutions to other non-carrier vertical markets such as oil and gas companies, public safety organizations, businesses and public institutions, broadcasters, energy
utilities and others that operate their own private communications networks. Our solutions are deployed by more than 460 service providers of all sizes, as well as in hundreds of private
networks, in more than 130 countries.
As of December 31, 2019, we have a $125 million credit agreement with four financial institutions, which was last extended until June 30, 2020. The credit facility provides for a credit line
of short-term loans of up to $40 million and bank guarantees in the sum of up to $85 million. See Item 5. “OPERATING AND FINANCIAL REVIEW AND PROSPECTS; B. Liquidity and Capital
Resources,” for a more detailed discussion.
Wireless Hauling; Short-haul, Long-haul and Small Cells Hauling
Today’s cellular networks are predominantly based on 4G technologies. These networks constantly undergo expansion of coverage, densification with additional sites to cater to higher
demands for speeds and to make more services available per given area. According to recent publications and as of the fourth quarter 2019, 33 operators across 18 countries, representing 8% of
the global mobile connections base (excluding cellular Internet of Things, or “IoT”), have launched commercial 5G mobile services, and 77 operators have announced plans to launch 5G services
in the coming months. These investments in 5G radio network infrastructure, and consequently, associated wireless hauling, are expected to gradually increase during the next several years. In
order to allocate spectrum resources for 4G and 5G, some operators are shutting down their 2G and/or 3G network (a “network sunset”) in order to re-allocate radio access network frequency
bands to 4.5 and 5G services. These market dynamics of network expansion and densification, have resulted in higher demand for wireless hauling capacity, at increased density, accommodating
sophisticated services over the network at far higher volume than available up to recent years. Such services include the many 5G use cases, which among others include enhanced mobile
broadband, mission critical services, IoT & Industrial IoT (Industry 4.0, or “IIoT”), Gigabit broadband to homes, multi Gigabits services to enterprises and more.
The wireless hauling market is divided into two main market segments. The first is a market segment in which operators invest resources and efforts to select the best wireless hauling
solution that will meet their wireless hauling needs, in terms of the ability to improve their business operational efficiency, services reliability and their customers’ (subscribers’) quality of
experience. This market segment is referred to as “best-of-breed”. The other market segment is characterized by operators that do not select the wireless hauling solution, since this decision is
made by a network’s solution provider retained by the operator. This network solution provider delivers an end-to-end solution and the equipment required to operate the entire network,
including the wireless hauling equipment. Operators in this segment of the market often view the wireless hauling solution as a “commodity,” which should deliver network connectivity, without
optimization of network and other resources, and a solution which does not play a primary role within the end-to-end network rollout considerations. This segment of the market is referred to as
bundled-deals.
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Ceragon serves the “best-of-breed” segment of the market and specializes in a range of solutions, which we believe provide high value for our customers including:
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Short-haul solutions, which typically provide a wireless link capacity of up to 2 Gbps per link for backhaul, and/or a link capacity of up to 20Gbps for fronthaul. These solutions are
available for distances of several hundred feet to 10 miles. Short-haul links are deployed in access applications (macro cells and small cells and distributed cells) wirelessly connecting the
individual base-stations or base-station element (i.e. a “central unit”, a “distributed unit” or a “radio unit”) towers to the core network. Short-haul solutions are also used in a range of non-
carrier “vertical” applications such as state and local government, public safety, education and off-shore communication for oil and gas platforms.
Long-haul solutions, which typically provide a capacity of up to 20 Gbps, are used in the “highways” of the telecommunication backbone network. These links are used to carry services
at distances of 10 to 50 miles, and, using the right planning, configuration and equipment, can also bridge distances of 100 miles. Long-haul solutions are also used in a range of non-
carrier “vertical” applications such as broadcast, state and local government, public safety, utilities and offshore communication for oil and gas platforms.
Ceragon has, on more than one occasion, been the first to introduce new products and features to the market, including the first solution for wireless transmission for evolving cellular
networks, providing 155 Mbps at 38 GHz in 1996 and numerous microwave and millimeter-wave technology innovations thereafter. Since 2008, Ceragon has invested in pioneering the multicore™
technology focusing on addressing the multiple wireless hauling challenges of 4G and 5G services. This technology is at the core of Ceragon’s in-house developed chipsets for wireless hauling,
which are used to design vertically integrated solutions. With the first products based on multicore™ technology introduced to the market in 2013, Ceragon has enabled dual-core radios and far
advanced capabilities, such as Line-of-Sight Multiple Input Multiple Output (LoS MIMO which allows efficient use of spectrum where congestion of frequencies exist, Advanced Frequency
Reuse (AFR) which allows massive network densification and Advanced Space Diversity, which eliminates the use of multiple antennas in various network scenarios, thereby accelerating
network deployment and reducing total cost of ownership.
In 2019, Ceragon introduced the market-first “disaggregated wireless hauling” architecture, which allows operators to significantly simplify 5G network deployment and maintenance, as
well as reduce of capital and operating expenses.
Ceragon is currently investing in a new chipset which incorporates 8-cores (Octa-core) in a chipset to be incorporated in products expected to be introduced during 2022.
Industry Background
The market demand for wireless hauling is being generated primarily by cellular operators, wireless broadband service providers, businesses and public institutions that operate private
networks. This market is fueled by the continuous customer growth in developing countries, and the explosion in mobile data usage in developed countries. The market for wireless backhaul has
shifted over the past decades, to a higher capacity and cost-efficient architectures, based on IP/Ethernet technologies in a developing set of network scenarios and architectures. The main
catalyst for the wireless hauling evolution has been the adoption of new mobile services across the globe (e.g., 4G and 5G technologies).
Rapid subscriber and connections growth and the proliferation of advanced end devices, driven mainly by video content, have significantly increased the amount of traffic that must be
carried over a cellular operator’s hauling infrastructure. As a result, existing transport capacity is heavily strained, creating a bottleneck that hinders service delivery and quality. The proliferation
of industrial, security and metering devices through IoT technologies, and implementation of new 5G network architectures is also expected to increase the total capacity and coverage that is
needed to be transported throughout networks and put additional strain on network capacity, requiring even higher capacity wireless backhaul and fronthaul connectivity.
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With the growth in adoption of 4G and the recent introduction of 5G, which require even higher network speeds and wireless backhaul capacity, in particular, cellular operators are
seeking strategies, using new technologies, which will allow further business growth, to facilitate quick and cost-efficient enablement of new services for more connected subscribers (either
human or machine). Among those are Software Defined Networks (SDN) and Network Function Virtualization (NFV) technologies, which are key for network slicing:
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•
Initial 5G networks have already been launched during 2019, primarily in the United States, China, Europe, Australia, Japan and South Korea. When fully deployed, 5G networks are
expected to serve 1,000-fold increase in connections compared to 4G networks. Service rates will range up to 1Gbps. The need for supporting 5G service capacities, along with the support
of large-scale deployment of IoT devices in networks, will require wireless hauling with higher capacity and scalability to support a variety of 5G use-cases.
SDN and NFV technologies are key to the network slicing approach, which was introduced in recent years to 4G networks and is expected to grow in complexity and in adoption over 5G
networks, which are expected to support a much larger set of services.
Network slicing is a network engineering model in which the physical network is providing resources to numerous virtual networks on top, whereas each virtual network delivers a
specific set of performance characteristics for a specific service, or set of services, sharing common requirements. For example, a network slice that is tasked with delivering ultra-high bandwidth
for mission critical multimedia services (voice and video) to law enforcement agencies, requires a different amount of network resources ensuring prioritized capacity and minimal delay variation,
whereas a different network slice support video streaming service for mobile entertainment. SDN and NFV technologies are designed to support network slicing models and its implementation,
for high quality subscriber experience, by simplifying service creation and orchestration through simple network traffic engineering rules and tools, as well as enable end-to-end network
resources optimization across all network domains, including the wireless hauling domain, for increased operational efficiency. Network resources optimization is expected to be achieved, in part,
by the use of SDN technologies with wireless hauling optimization applications, which will exploit network intelligence gathered by SDN controllers within the network.
The wireless hauling domain of the network will require adaptation to these industry trends by enabling far higher capacities, with ultra-low latency for high service quality, simple
service creation and optimization to cope with the influx of a thousand-fold increase in the number of services compared with 4G networks, and a high degree of wireless resources optimization
(spectrum and other) that will be incorporated within the wireless hauling network infrastructure.
Cellular Operators
In order to address the strain on backhaul and fronthaul capacity, cellular operators have a number of alternatives, including leasing existing fiber lines, laying new fiber optic networks
or deploying wireless solutions. Leasing existing lines requires a significant increase in operating expenses and, in some cases, requires the wireless service provider to depend on a direct
competitor. Laying new fiber-optic lines is capital-intensive and these lines cannot be rapidly deployed. The deployment of high capacity and ultra-high capacity point-to-point wireless links
represents a scalable, flexible and cost-effective alternative for expanding backhaul and fronthaul capacity. Supporting data rates of 1 Gbps and above (backhaul) and 10Gbps and above
(fronthaul) over a single radio unit, wireless hauling solutions enable cellular operators to add capacity only as required while significantly reducing upfront and ongoing backhaul and fronthaul
costs.
Some of today’s backhaul networks, primarily in emerging markets, still employ circuit switched (or TDM) solutions - whether T1/E1 or high-capacity SDH/SONET. These networks,
originally designed to carry voice-only services, have a limited bandwidth capacity and offer a no cost-efficient scalability model. The surge in mobile data usage, fueled by anticipation and
adoption of advanced releases of 4G and 5G services, drives operators to accelerate and finalize the migration of their networks to a more flexible, feature-rich and cost optimized IP network
architecture. Additionally, the surge in data usage in densely populated areas drives operators to explore new network architectures that utilize a variety of small-cell technologies requiring the
deployment of dense wireless hauling network in various microwave and millimeter-wave spectral bands. As operators intensify 4G services availability and transition to 5G services, all of which
are IP-based wireless access technologies, they look for ways to benefit from IP technology in their hauling network while maintaining support for their primary legacy services. The progression
that is expected in 4G and 5G networks rollout over the next several years, will broaden cellular operators’ assessment of the growing role the wireless backhaul and fronthaul may take in their
network in 2-3 years’ time, as reaching the small cells with more fiber is expected to become a significant challenge, both physically and economically.
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In order to ensure the success of these network strategies, as well as preparedness to broaden and 5G technologies adoption, operators require solutions that can support their legacy
transport technology (TDM) while providing all the advanced IP capabilities and functionalities and the capabilities to address any 4G & 5G network architecture. Our solutions, which support
any network architecture for backhaul and fronthaul, and include both all-IP as well as hybrid (IP and TDM service connectivity) products, offer operators a simple and quick network
modernization plan capable of evolving with the transition to 5G services.
Wireless Broadband Service Providers
For wireless broadband service providers, which offer alternate high data access, high-capacity backhaul is essential for ensuring continuous delivery of rich media service across their
high-speed data networks. If the backhaul network and its components do not satisfy the service providers’ need for cost-effectiveness, resilience, scalability or ability to supply enough
capacity, then the efficiency and productivity of the network may be seriously compromised. While both wireless and wire-line technologies can be used to build these backhaul systems, many
broadband service providers opt for wireless point-to-point microwave solutions. This is due to a number of advantages of the technology including: rapid installation, support for high-capacity
data traffic, scalability and lower cost-per-bit compared to wire-line alternatives.
Other Vertical Markets
Many large businesses and public institutions require private high bandwidth communication networks to connect multiple locations. These private networks are typically built using
IP-based communications infrastructure. This market includes educational institutions, utility companies, oil and gas industry, broadcasters, state and local governments, public safety agencies,
maritime customers and defense contractors. These customers continue to invest in their private communications networks for numerous reasons, including security concerns, the need to
exercise control over network service quality and redundant network access requirements. As data traffic on these networks rises, we expect that businesses and public institutions will continue
to invest in their communications infrastructure, including backhaul equipment. Like wireless service providers, customers in this market demand a highly reliable, cost-effective backhaul
solution that can be easily installed and scaled to their bandwidth requirements. Approximately 20% of our business is associated with private network operators.
Wireless vs. Fiber Hauling
Though fiber-based networks can easily support the rapid growth in bandwidth demands, they carry high initial deployment costs and take longer to deploy than wireless. Certainly,
where fiber is available within several hundred feet of the operator’s point of presence, with ducts already in place, and when there are no regulatory issues that prohibit the connection – fiber
can become the operator’s preferred route. In almost all other scenarios, high-capacity wireless connectivity using microwave and millimeter-wave technologies (wireless hauling), is significantly
more cost efficient. Wireless hauling is taking a significant role in 4G network densification and is expected to take a significant role in the transition to 5G rollout as a result of ease and the speed
of deployment. In fact, in most cases the return-on-investment from fiber installations can only be expected in the long term, making it hard for operators to achieve lower costs per bit and earn
profits in a foreseeable future.
Wireless microwave and millimeter-wave hauling solutions on the other hand are capable of delivering high bandwidth, carrier-grade network services. Our wireless hauling solutions are suitable
for all capacities, carrying multi Gbps of the operators’ traffic over a single radio connection (or “link”). Unlike fiber, wireless solutions can be set up quickly and are more cost efficient on a per-
bit basis from the outset. In many countries, microwave and millimeter-wave links are deployed as alternative routes to fiber, ensuring on-going communication in case of fiber-cuts and network
failures, as well as enabling the deployment of small cells or distributed cells, as very often fiber is not available or too costly and time consuming to bring to where small cells are required.
Licensed vs. License-exempt Wireless Backhaul
Licensed wireless hauling: Service providers select the optimal available transmission frequency based on the rainfall intensity in the transmission area and the desired transmission
range. The regulated, or licensed, microwave bands (4-42GHz) and millimeter-wave bands (71-86GHz) are allocated by government licensing authorities for high-capacity wireless transmissions.
The license grants the licensee the exclusive use of that spectrum for a specific use thereby eliminating any interference issues. A licensed microwave or millimeter-wave spectrum is typically the
choice of leading operators around the world because it matches the bandwidth and interference protection they require. Our licensed spectrum products operate across the entire span of the
licensed microwave and millimeter-wave spectrum described herein, from 4GHz microwave to 86GHz, delivering multi Gbps per link and are scalable and versatile to meet all radio access networks,
small cells, private networks and long-haul radio transmission paths requirements.
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License-exempt wireless hauling: Service providers also select license-exempt spectrum in order to provide high speed connectivity to businesses, campuses (often regarded as a
wireless backhaul) and serve cellular small cells with wireless backhaul connectivity, without regulatory approval for spectrum.
License exempt spectrum can be categorized into two main categories: 1) 57 – 66GHz millimeter-wave band, known as the v-band spectrum and operating at very wide channel
bandwidths, up to 2,000MHz and capable of delivering 10Gbps bi-directional capacity (FDD). The use of v-band spectrum requires the existence of a line of sight between the sites, allows the
achievement of high availability connectivity because of the narrow beam characteristics of the radio signal and provides the highest capacity when operating in a point-to-point communication
mode. Additional V-band solutions include point-to-multipoint and mesh networks architectures which provide up to 4Gbps aggregate capacity and their primary use if for access services to
end-users with limited capacity of backhaul operating within the access service spectrum (in-band backhaul); and 2) sub 6GHz license-exempt spectrum, operating at narrow channel bandwidths
of up to 80MHz and delivering up to 500Mbps bi-directional capacity (FDD), typically in point-to-multipoint network architecture. The use of sub 6GHz spectrum allows for non, or near, line of
sight connectivity between the sites and facilitates an economic and flexible rollout model, at the expense of achieving modest capacity, as specified above. License exempt V-band and sub 6GHz
bands are more vulnerable to interference as a result of the uncoordinated use of the spectrum.
We provide a range of license-exempt solutions to provide service providers and private network owners with the solutions that best fit their service and connectivity needs; we provide
high availability point-to-point multi Gbps solutions with very low latency for enterprises, campuses and small cells, operating in the license-exempt millimeter-wave V-band spectrum. For those
who require modest capacity connectivity of very few hundreds of Mbps per site, we offer third-party equipment vendor solutions operating at license exempt sub 6GHz point-to-multipoint and
point-to-point near/non line of sight wireless connectivity that allow them to make reasonable concessions between capacity and latency, service availability and total cost of ownership of the
rollout.
Industry Trends and Developments
•
•
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Sudden and wide widespread surge in network traffic in 2020 emerging from COVID-19 pandemic continues to cause global change to the way business and individuals access
information for work and leisure. The result of national lock-ins for large parts of the population brings many businesses to exercise company-wide work-from-home with massive use of
video conferencing and cloud network communication. Entire families stay longer at home and extensively consume video streaming and online gaming, along with video chats with
friends and relatives. The result is a sudden and sharp increase in home broadband demand, while today’s home broadband networks are not designed for such usage patterns. Some
countries, even developed ones, lack broadband communication networks in rural areas. As a result, service providers are required to increase network investment to match the network
capabilities to the surge in broadband demand. We anticipate that the increase in network traffic which service providers are experiencing today amidst the pandemic will remain and
even increase, as companies and employees adapt to broader use of telecommuting, and families adopt higher use of video calls/chats as larger portions of the world population, young
and elderly alike, use highly visual remote communication tools and high volume communication transactions.
5G technologies will enable operators to enhance their services portfolio with more use cases such as enhanced mobile broadband (to eMBB – Enhanced Mobile Broadband) delivering
gigabit broadband, as well as address new market segments such as IoT & IIoT and mission critical applications with URLLC (Ultra Reliable Low Latency Communications) and mMTC
(Massive Machine Type Communications) services. Those services, combined with new network architectures will require higher capacity, lower latency networks and in particular
higher hauling capacity, far denser macro cells and small/distributed cells grids and the implementation of network virtualization technologies and architectures, namely network slicing
using SDN. Our wireless hauling solutions resolve both higher capacity, lower latency and network densification requirements with advanced capabilities, based on our multicore™
technology for microwave narrowband spectrum (up to 224Mhz) and the use of wider bands in millimeter-wave spectrum, up to 2,000MHz. Network virtualization requirements are
addressed with layer 3 capabilities and SDN support.
Software Defined Networking (SDN) is an emerging concept aimed at simplifying network operations and allowing network engineers and administrators to quickly respond to a fast-
changing business environment. SDN delivers network architectures that transition networks from a world of task-specific dedicated network devices, to a world of optimization of
network performance through network intelligence incorporated within network controllers performing control functions and network devices, which perform traffic (data-plane)
transport. Our wireless hauling solutions are SDN-ready, built around a powerful software-defined engine and may be incorporated within the SDN network architecture. Our SDN
architecture is envisioned to provide a set of applications that can achieve end-to-end wireless hauling network optimization by intelligently making use of the scarce network resources,
such as spectrum and power consumption.
The emergence of distributed cells presents hauling challenges that differ from those of traditional macro-cells. Distributed cells are used to provide connectivity and capacity in hot
spots and underserved spots, as well as increase coordination between adjacent cells, leading to improved service level. They also significantly reduce the cost of cell-site equipment.
This new architecture is forecasted to be present in a high percentage of advanced 5G network deployments. Our distributed-cells wireless hauling portfolio includes a variety of
compact all-outdoor solutions that provide operators with optimal flexibility in meeting their unique physical, capacity, networking, and regulatory requirements.
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•
•
The introduction of a disaggregated model for hardware and software. This model allows better scalability, simplicity and flexibility for network operators as it offers independent
elements for hardware and software, allowing the use of commercial off-the-shelf hardware, to accelerate delivery of new solutions and innovations.
The network sharing business model is growing in popularity among mobile network operators (MNOs) who are faced with increasing competition from over-the-top players and an
ever-growing capacity crunch. Network sharing can be particularly effective in the hauling portion of mobile networks, especially as conventional macro cells evolve into super-sized
macro sites that require exponentially more bandwidth for wireless hauling. It has become abundantly clear that in these new scenarios, a new breed of wireless hauling solutions with a
significant investment is required. Our wireless hauling solutions support network sharing concepts by addressing both the ultra-high capacities required for carrying multiple operator
traffic, as well as the policing for ensuring that each operator’s service level agreement is maintained.
• While green-field deployments tend to be all IP-based, the overwhelming portion of network infrastructure investments goes into upgrading, or “modernizing” existing cell-sites to fit
new services with a lower total cost of ownership. Modernizing is more than a simple replacement of network equipment. It helps operators build up a network with enhanced
performance, capacity and service support. For example, Ceragon offers a variety of innovative mediation devices that eliminate the need to replace costly antennas, which are already
deployed. In doing so, we help our customers to reduce the time and the costs associated with network upgrades. The result: a smoother upgrade cycle, short network down-time during
upgrades and faster time to revenue.
•
•
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A growing market for non-mobile backhaul applications which includes: offshore communications for the oil and gas industry, as well as the shipping industry, which require a unique
set of solutions for use on moving rigs and vessels; broadcast networks that require robust, highly reliable communication for the distribution of live video content either as a cost
efficient alternative to fiber, or as a backup for fiber installations; and Smart Grid networks for utilities, as well as local and national governments that seek greater energy efficiency,
reliability and scale.
A growing demand for high capacity, IP-based long-haul solutions in emerging markets where telecom and broadband infrastructure, such as fiber, is lacking. This demand is driven by
the need of service providers to connect more communities in order to bridge the digital divide, using 4G and eventually 5G services.
Subscriber growth continues mainly in emerging markets such as India, Africa and Latin America.
Our Solutions
We offer a broad product portfolio of innovative, field-proven, high capacity wireless hauling solutions, which incorporate our unique multicore™ technology. Our multicore™
technology is a key element in our differentiation within the wireless hauling market, serving the “best-of-breed” market segment. Our multicore™ technology is comprised of a high order of
digital signal carriers embedded in modems having multiple baseband cores, designed for microwave and millimeter-wave communications, and RF integrated circuits (RFIC), which support the
entire available microwave and millimeter-wave spectrum. We integrate our multicore™ technology SoCs into sub-systems and complete wireless hauling solutions that deliver high value for our
customers. With our approach to solutions, from system-on-a-chip design, all the way to solutions design, we enable cellular operators, other wireless service providers, public safety
organizations, utility companies and private network owners to effectively obtain a range of benefits:
•
Increase business operational efficiency by reducing network related expenses. Our customers are able to obtain the required capacity with one-quarter of the spectrum needed
otherwise, double network capacity without adding more equipment simply by remotely expanding wireless link capacity, significantly reduce energy related expenses by utilizing our
energy efficient products, use smaller antennas thereby reducing telecommunication tower leasing costs, and improve their staff productivity with the use of a single wireless hauling
platform for their long-haul, short-haul and small/distributed cells hauling needs. We offer a range of solutions for quick and simple modernization of wireless networks to 4G and 5G,
which significantly contribute to our customers’ ability to modernize and expand their services.
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Our wireless hauling solutions are offered across the widest range of frequencies - from 4GHz microwaves to 86GHz millimeter-waves. This provides our customer more flexibility in
deploying its wireless hauling infrastructure, as it enables the customer to select the spectrum available in the customer’s market, from a wider range of frequencies. Any transport
network topology is supported to enable high network availability and resiliency, including ring, mesh, tree and chain topologies.
•
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Enhance service portfolio, quality of experience and reach. Our multicore™ technology allows our customers to introduce new services (e.g. 5G use cases), to improve subscriber
(user) quality of experience generated from the voice, data and multimedia services that they provide to their customers and to extend their network and services reach in order to
address new markets.
Ensure peace of mind. Our solutions utilize the latest in microwave and millimeter-wave technology, incorporated in-house developed System-on-Chips (baseband and RF integrated
circuits), and use the latest advances in SMT (Surface-mount technologies) based manufacturing – allowing our customers to benefit from the highest service availability across their
Ceragon-based wireless hauling network.
We provide our customers with future solutions already built-in to their Ceragon-installed base. We invest a significant amount of effort in designing and providing solutions, which are
not only backward compatible with our earlier product generations, but also allow our customers to reuse the radio units and antennas of their Ceragon links installed base, thereby replacing
only the low labor-consuming indoor (sheltered) units - thus benefiting from the latest wireless hauling performance of our latest technology across their Ceragon-installed base. Moreover, our
solutions support multiple technologies within the same wireless hauling equipment, providing our customers with high flexibility in network transition from legacy connectivity to 4G and 5G
connectivity and architectures, at their desired pace of transition - while achieving long-term operational efficiency, high service quality and availability.
Design to Cost. We see increasing demand for smaller systems with low power consumption and a cost structure that fits today’s business environment in the diverse markets, seeking
wireless hauling solutions. We believe that this complicated puzzle can only be solved through vertical integration from system to chip level. Our strategy to drive performance up while driving
cost down is achieved through our investment in modem and RF (radio frequency) integrated circuit (IC) design. Our advanced chipsets, which are already in use in hundreds of thousands of
units in the field, integrate all the radio functionality required for high-end microwave and millimeter-wave systems. By owning the technology and controlling the complete system design, we
achieve a very high level of vertical integration and cost structure and control over the timing of introducing certain capabilities, which is not available to vendors relying on off-the-shelf
chipsets. This, in turn, yields systems that have superior performance when compared with systems which use off-the-shelf chipsets component available from the other single source, due to our
ability to closely integrate and fine-tune the performance of all the radio components. By significantly reducing the number of components in the system and simplifying its design, we have made
our solutions easier to manufacture. We have introduced automated testing that allows us to speed up production while lowering the costs for electronic manufacturing services manufacturers.
Thus, we believe we are able to achieve one of the lowest per-system cost positions in the industry and can offer our customers further savings through compact, low power consumption
designs – which is becoming a key parameter in the ability of operators to deploy their networks, while meeting operational efficiency targets.
As an example, our FibeAir IP-20C, which is a complete wireless backhaul node, can quadruple the link capacity over a single frequency channel when compared to the capacity that can
be achieved over the same single frequency channel by other vendors’ solutions. This IP-20C node has nearly the same footprint as our older generation RFU-C which is a single-channel radio
unit that Ceragon provides, and is not a full system, but only the RF module of the product. This achievement could not have been possible without our full control of the entire design and
production process.
Strategic Partnerships. Ceragon maintains strategic partnerships with third party solution vendors and network integrators. Through these relationships Ceragon develops
interoperable ecosystems, enabling operators to profitably evolve mobile networks by using complementary hauling alternatives. In some cases, we have entered into a strategic alliance with a
potential competitor that nevertheless, choose our technology for its future products, acknowledging that we propose the “best-of-breed” cutting edge technology.
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Our Products
Our portfolio of products utilizes microwave and millimeter-wave radio technologies that provide our customers with a wireless connectivity that dynamically adapts to weather
conditions and optimizes range and efficiency for a given frequency channel bandwidth. Our products are typically sold as a complete system comprised of four components: an outdoor unit, an
indoor unit, a compact high-performance antenna and a network management system. We offer all-packet microwave and millimeter-wave radio links, with optional migration from TDM to
Ethernet. Our products include integrated networking functions for both TDM, Ethernet and IP/MPLS.
We offer our products in four configurations: All-outdoor, split-mount, all-indoor, and disaggregated hauling.
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•
•
•
•
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All-outdoor solutions combine the functionality of both the indoor and outdoor units in a single, compact device. This weather-proof enclosure is fastened to an antenna,
eliminating the need for rack space or sheltering, as well as the need for air conditioning.
Split-mount solutions consist of:
➢ Indoor units which are used to process and manage information transmitted to and from the outdoor unit, aggregate multiple transmission signals and provide a physical
interface to wire-line networks.
➢ Outdoor units or Radio Frequency Units (RFU), which are used to control power transmission, and provide an interface between antennas and indoor units. They are contained
in compact weather-proof enclosures fastened to antennas. Indoor units are connected to outdoor units by standard coaxial or Cat-5 baseband cables.
All-indoor solutions refer to solutions in which the entire system (indoor unit and RFU) reside in a single rack inside a transmission equipment room. A waveguide connection
transports the radio signals to the antenna mounted on a tower. All indoor equipment is typically used in long-haul applications.
Disaggregated wireless hauling solutions offer a single radio suitable for all-outdoor a split-mount scenario, and a networking unit, which provides versatile and scalable hardware
options based on merchant routing silicon and will also provide routing capabilities that are radio technologies aware.
Pointing accuracy solutions for high vibration environments. These are advanced microwave radio systems for use on moving rigs/vessels where the antenna is stabilized in one or
two axes, azimuth or azimuth/elevation.
Antennas are used to transmit and receive microwave radio signals from one side of the wireless link to the other. These devices are mounted on poles typically placed on rooftops,
towers or buildings. We rely on third party vendors to supply this component.
End-to-End Network Management. Our network management system uses standard management protocol to monitor and control managed devices at both the element and network
level and can be easily integrated into our customers’ existing network management systems.
The IP-20 Platform provides a wide range of solutions for any configuration requirement and diverse networking scenarios. Composed of high-density multi-technology nodes and
integrated radio units of multiple radio technologies ranging from 4GHz and up to 86GHz, it offers ultra-high capacity of multiple Gbps with flexibility in accommodating for every site providing
high performance terminals for all-indoor, split-mount and all-outdoor configurations. The IP-20 platform supports carrier-ethernet services and is MEF 2.0 certified.
The IP-50 Platform provides disaggregated wireless hauling using a single type of radio in microwave or millimeter-wave for all configuration and installation scenarios and IP/MPLS
and segment routing capabilities over merchant silicon hardware options.
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IP-20 All-outdoor solutions:
Product
IP-20C
IP-20C-HP
IP-20S
IP-20E
IP-20V
Frequency range
6-42GHz, dual-carrier
4-11GHz, dual-carrier
6-42GHz
71-86GHz
57-66GHz
IP-20 Split-mount / all-indoor solutions:
Product
IP-20N / IP-20A
IP-20F
IP-20G
Frequency range
4-86GHz
4-86GHz
6-42GHz
IP-50 disaggregated solutions:
Product
IP-50E
IP-50C
IP-50FX
IP-50S
Frequency range
71-86GHz
6-42GHz, dual-carrier
6-86GHz
6-42GHz
Application
Shorthaul, small cells, enterprise
Longhaul
Shorthaul, enterprise
Shorthaul, small cells, enterprise
Shorthaul, small cells, enterprise
Networking & transport technologies
Carrier Ethernet
Carrier Ethernet
Carrier Ethernet
Carrier Ethernet
Carrier Ethernet
Application
Shorthaul, Long-haul
Shorthaul
Shorthaul
Networking & transport technologies
Carrier Ethernet, TDM
Carrier Ethernet, TDM
Carrier Ethernet, TDM
Application
Networking & transport technologies
Shorthaul, Fronthaul, Enterprise access
Shorthaul
Shorthaul
Shorthaul
IP/MPLS, CE
IP/MPLS, CE
IP/MPLS, CE
IP/MPLS, CE
As wireless hauling capacity needs grow, the wireless hauling network blueprint evolves to supporting more radio carriers in one box (2 carriers, instead of 1) as a basic configuration
with the IP-20C product, or even 4+0 (a link utilizing 4-carriers in a carrier-aggregation configuration) in all-outdoor configuration with layer-1 carrier aggregation to support growing capacity
needs at minimal foot print with the IP-50C product. Ceragon’s multicore™ technology covers all network scenarios and site configurations wherever All-outdoor, Split-mount, or All-indoor.
Various multicore™ radio units can be used with IP-20N,IP-20F or IP-50FX products, such as RFU-D and the RFU-D-HP, or IP-50C and IP-50E in the disaggregated solution (i.e. can be used as a
stand-alone, all-outdoor radio or in a split-mount configuration, connected to the IP-50FX).
In addition to the IP-20 and the IP-50 Platforms, Ceragon provides the PointLink portfolio that offers a tailored solution for oil and gas and other maritime offshore applications.
Our network management system (NMS) can be used to monitor network element status, provide statistical and inventory reports, download software and configuration to elements in
the network, and provide end-to-end service management across the network. Our NMS solutions support all our microwave and millimeter-wave products through a single user interface.
Our IP-based network products use native IP technology. Our hybrid products use our hybrid concept, which allows them to transmit both native IP and native circuit-switched TDM
traffic simultaneously over a single radio link. Native IP refers to systems that are designed to transport IP-based network traffic directly rather than adapting IP-based network traffic to existing
circuit-switched systems. This approach increases efficiency and decreases latency. Our products provide effectively seamless migration to gradually evolve the network from an all circuit-
switched and hybrid concept to an all IP-based packet.
As telecommunication networks and services become more demanding, there is an increasing need to match the indoor units’ advanced networking capabilities with powerful and
efficient radio units. Our outdoor RFUs are designed with sturdiness, power, simplicity and compatibility in mind. As such, they provide high-power transmission for both short and long
distances and can be assembled and installed quickly and easily. The RFUs can operate with different Ceragon indoor units, according to the desired configuration, addressing any network need
be it cellular, backbone, rural or private backhaul networks.
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Our Services
We are responsible for installing most of the links we ship. We offer complete solutions and services for the design and implementation of telecommunication networks, as well as the
expansion or integration of existing ones. We have a global projects and services group that operates alongside our products groups. Under this group we offer our customers a comprehensive
set of turn-key services including: advanced network and radio planning, site survey, solutions development, installation, network auditing and optimization, maintenance, training and more. Our
services include utilization of powerful project management tools in order to streamline deployments of complex wireless networks, thereby reducing time and costs associated with network set-
up, and allowing faster time to revenue. Our experienced teams can deploy hundreds of “wireless hauling links” every week, and our rollout project track-record includes hundreds of thousands
of links already installed and in operation with a variety of Tier 1 operators.
We are committed to providing high levels of service and implementation support to our customers. Our sales and network field engineering services personnel work closely with
customers, system integrators and others to coordinate network design and ensure successful deployment of our solutions.
We support our products with documentation and training courses tailored to our customers’ varied needs. We have the capability to remotely monitor the in-network performance of
our products and to diagnose and address problems that may arise. We help our customers to integrate our network management system into their existing internal network operations control
centers.
Our Customers
We have sold our products, directly and through a variety of channels, to over 460 service providers and more than 1,000 private network customers in more than 130 countries. Our
principal customers are wireless service providers that use our products to expand hauling network capacity, reduce hauling costs and support the provision of advanced telecommunications
services. In 2019, we continued to maintain our position as the number one wireless hauling specialist, in terms of unit shipments and global distribution of our business. While most of our sales
are direct, we do reach a number of these customers through OEM or distributor relationships. We also sell systems to large enterprises and public institutions that operate their own private
communications networks through system integrators, resellers and distributors. Our customer base is diverse in terms of both size and geographic location.
In 2019, customers from the Europe region contributed 15% of total yearly revenue. Our sales in Latin America and Africa in 2019 were 25% and 9% of yearly revenue, respectively. Our
sales in Asia Pacific (excluding India), North America and India in 2019 were 19%, 15% and 17%, respectively.
The following table summarizes the distribution of our revenues by region, stated as a percentage of total revenues for the years ended December 31, 2017, 2018 and 2019:
Region
North America
Europe
Africa
India
APAC (excluding India)
Latin America
Sales and Marketing
2017
Year Ended December 31,
2018
2019
12%
14%
4%
39%
13%
18%
12%
11%
7%
38%
14%
18%
15%
15%
9%
17%
19%
25%
We sell our products through a variety of channels, including direct sales, OEMs, resellers, distributors and system integrators. Our sales and marketing staff, including supporting
functions, includes approximately 551 employees in many countries worldwide, who work together with local agents, distributors and OEMs to expand our business.
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We are a supplier to various key OEMs which together accounted for approximately 5% of our revenues in 2019. System integrators, distributors and resellers accounted for
approximately 19% of our revenues in 2019. We are focusing our efforts on direct sales, which accounted for approximately 76% of our revenues in 2019. We also plan to develop additional
strategic relationships with equipment vendors, system integrators, distributors, resellers, networking companies and other industry suppliers with the goal of gaining greater access to our target
markets.
Our marketing efforts include digital marketing campaigns, advertising, public relations and participation in industry trade shows and conferences.
Manufacturing and Assembly
Our manufacturing process consists of materials planning and procurement, assembly of indoor units and outdoor units, final product assurance testing, quality control and packaging
and shipping. With the goal of streamlining all manufacturing and assembly processes, we have implemented an outsourced, just-in-time manufacturing strategy that relies on contract
manufacturers to manufacture and assemble circuit boards and other components used in our products and to assemble and test indoor units and outdoor units for us. The use of advanced
supply chain techniques has enabled us to increase our manufacturing capacity, reduce our manufacturing costs and improve our efficiency.
We outsource most of our manufacturing operations to major contract manufacturers in Israel, Singapore and Ukraine. Additionally, in December 2017 we closed our manufacturing
activities in the Philippines. Most of our warehouse operations are outsourced to subcontractors in Israel, the Netherlands, the United States and Singapore. The raw materials (components) for
our products come primarily from the United States, Europe and Asia Pacific.
We comply with standards promulgated by the International Organization for Standardization and have received certification under the ISO 9001, ISO 14001, ISO 27001 and OHSAS
18001 standards. These standards define the procedures required for the manufacture of products with predictable and stable performance and quality, as well as environmental guidelines for our
operations and safety assurance.
Our activities in Europe require that we comply with European Union Directives with respect to product quality assurance standards and environmental standards including the
“RoHS” (Restrictions of Hazardous Substances) Directive.
Research and Development
We place considerable emphasis on research and development to improve and expand the capabilities of our existing products, to develop new products, with particular emphasis on
equipment for increasing the transmitted capacity and effective bandwidth utilization, and to lower the cost of producing both existing and future products. We intend to continue to devote a
significant portion of our personnel and financial resources to research and development. As part of our product development process, we maintain close relationships with our customers to
identify market needs and to define appropriate product specifications. In addition, we intend to continue to comply with industry standards and we are full members of the European
Telecommunications Standards Institute in order to participate in the formulation of European standards.
Our research and development activities are conducted mainly at our facilities in Tel Aviv, Israel, but also at our subsidiaries in Greece and Romania. As of December 31, 2019, our
research, development and engineering staff consisted of 209 employees. Our research and development team include highly specialized engineers and technicians with expertise in the fields of
millimeter-wave design, modem and signal processing, data communications, system management and networking solutions.
Our research and development department provide us with the ability to design and develop most of the aspects of our proprietary solutions, from the chip-level, including both
application specific integrated circuits, or ASICs and RFICs, to full system integration. Our research and development projects currently in process include extensions to our leading IP-based
networking product lines and development of new technologies to support future product concepts. In addition, our engineers continually work to redesign our products with the goal of
improving their manufacturability and testability while reducing costs.
To further expand global business footprint, Ceragon has recently entered into an agreement with a leading industry partner. The agreement calls for a development program, wherein
the companies will leverage Ceragon’s experience and unique capabilities in microwave and millimeter-wave communications, to develop baseband technologies, which will further accelerate
innovation and deliver premium cutting-edge solutions for 5G wireless hauling.
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Intellectual Property
To safeguard our proprietary technology, we rely on a combination of patent, copyright, trademark and trade secret laws, confidentiality agreements and other contractual arrangements
with our customers, third-party distributors, consultants and employees, each of which affords only limited protection. We have a policy which requires all of our employees to execute
employment agreements which contain confidentiality provisions.
To date, we have 19 patents granted in the United States and other foreign jurisdictions including the EPO (European Patent Office) and 2 patent applications pending in the United
States and other foreign jurisdictions including the EPO.
We have registered trademarks as follows:
for the standard character mark Ceragon Networks and our logo in the United States, Israel, and the European Union;
for the standard character mark Ceragon Networks in Canada;
for the standard character mark CERAGON in Morocco, Malaysia, Indonesia, Japan, Russia, Israel, Mexico, the United States, South Africa, the Philippines, Argentina, Venezuela
and Colombia and International Registration (protection granted in Australia, Iceland, Bosnia & Herzegovina, Switzerland, Croatia, Norway, Russia, China, Ukraine, CTM (European
Union), Turkey, Singapore, and Macedonia);
for our design mark for FibeAir in the United States, Israel and the European Union;
for the standard character mark FibeAir in the United States;
for the standard character mark CeraView in Israel and the European Union.
We have pending trademark applications for the standard character mark CERAGON in India, Peru, Canada, Nigeria, and International Registration (protection pending in Egypt,
Kenya and Vietnam).
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Competition
The market for wireless equipment is rapidly evolving, fragmented, highly competitive and subject to rapid technological change. We expect competition, which may differ from region to
region, to persist, intensify and increase in the future - especially if rapid technological developments occur in the broadband wireless equipment industry or in other competing high-speed
access technologies.
We compete with a number of wireless equipment providers worldwide that vary in size and in the types of products and solutions they offer. Our primary competitors include large
wireless equipment manufacturers referred to as generalists, such as Huawei Technologies Co., Ltd., L.M. Ericsson Telephone Company, NEC Corporation, Nokia and ZTE Corporation. In
addition to these primary competitors, a number of other smaller wireless hauling equipment suppliers, including Aviat Networks Inc., SIAE Microelectronica S.p.A, and Intracom telecom, offer
and develop products that compete with our products.
We also expect consolidation pressure to continue as the wireless equipment market continues to be highly competitive and, as a result, we face strong price pressures. We expect to
continue to be a leader in the “best-of-breed” customers segment of the wireless hauling market in terms of market share, technology and innovation, providing significant value to our
customers.
Further market dynamics may drive some operators, which seek “best-of-breed” solutions, to seek “bundled” network solutions from the generalists. This trend may put an additional
strain on our competitiveness.
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We believe we compete favorably based on:
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The diversification of our technologies and capabilities, which allows flexible vertical integration options, including the development of the core technology – RFIC and modems;
our focus and active involvement in shaping next generation standards and technologies, which deliver best customer value;
our product performance, reliability and functionality, which assist our customers to achieve the highest value;
the range and maturity of our product portfolio, including the ability to provide solutions in every widely available microwave and millimeter-wave licensed and license-exempt
frequency, as well as our ability to provide both IP and circuit switch solutions and therefore to facilitate a migration path for circuit-switched to IP-based networks;
our cost structure;
our focus on high-capacity, point-to-point microwave and millimeter-wave technologies, which allows us to quickly adapt to our customers’ evolving needs;
the range of rollout services offering for faster deployment of an entire network and reduced total cost of ownership;
our support and technical service, experience and commitment to high quality customer service, and
our ability to expand to other vertical markets such as oil and gas and public safety, by drawing upon the capabilities of our technologies and solutions.
The Israel Innovation Authority.
The government of Israel encourages research and development projects in Israel through the IIA (Israel Innovation Authority), formerly known as the Israeli Office of Chief Scientist,
pursuant to and subject to the provisions of the R&D Law. We received grants from the IIA for several projects and may receive additional grants in the future.
Under the terms of the certain grants, a company may be required to pay royalties ranging between 3% to 6% of the revenues generated from its products or services incorporating
know-how developed with, or are a derivative of, funds received from the IIA (“IIA Products”), until 100% of the dollar value of the grant is repaid (plus LIBOR interest applicable to grants
received on or after January 1, 1999).
The R&D Law requires that the manufacturing of IIA Products be carried out in Israel, unless the IIA provides its approval to the contrary. Such approval may only be granted under
various conditions and entails repayment of increased royalties equal to up to 300% of the total grant amount, plus applicable interest, depending on the extent of the manufacturing that is to be
conducted outside of Israel. In any case, IIA Products manufactured abroad carry an increase of 1% in the royalty rate.
The R&D Law also provides that know-how (and its derivatives) developed with, or that is a derivative of, funds received from the IIA and any right derived therefrom may not be
transferred to third parties, unless such transfer was approved in accordance with the R&D Law. The research committee operating under the IIA may approve the transfer of know-how between
Israeli entities, provided that the transferee undertakes all the obligations in connection with the R&D grant as prescribed under the R&D Law. In certain cases, such research committee may also
approve a transfer of know-how outside of Israel, in both cases subject to the receipt of certain payments, calculated according to a formula set forth in the R&D Law, in amounts of up to six (6)
times the total amount of the IIA grants, plus applicable interest (in case of transfer outside of Israel), and three (3) times of such total amount, plus applicable interest, (in case sufficient R&D
activity related to the know how remains in Israel). Such approvals are not required for the sale or export of any products resulting from such R&D activity.
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Further, the R&D Law imposes reporting requirements on certain companies with respect to changes in the ownership of a grant recipient. The grant recipient, its controlling
shareholders, and foreign interested parties of such companies must notify the IIA of any change in control of the grant’s recipient or the holdings of the “means of control” of the recipient that
result in an Israeli or a non-Israeli becoming an interested party directly in the recipient. The R&D Law also requires the new interested party to undertake to comply with the R&D Law. For this
purpose, “control” means the ability to direct the activities of a company (other than any ability arising solely from serving as an officer or director of the company), including the holding of 25%
or more of the “means of control”, if no other shareholder holds 50% or more of such “means of control.” “Means of control” refers to voting rights or the right to appoint directors or the chief
executive officer. An “interested party” of a company includes a holder of 5% or more of its outstanding share capital or voting rights, its chief executive officer and directors, someone who has
the right to appoint its chief executive officer or at least one director, and a company with respect to which any of the foregoing interested parties owns 25% or more of the outstanding share
capital or voting rights or has the right to appoint 25% or more of the directors. Accordingly, in certain cases, any non-Israeli who acquires 5% or more of our ordinary shares may be required to
notify the IIA that it has become an interested party and to sign an undertaking to comply with the R&D Law. In addition, the rules of the IIA may require additional information or
representations with respect to such events.
In December 2006, we entered into an agreement with the IIA to conclude our R&D grants sponsored by the IIA, and by 2008 completed paying all debts remaining therefrom. In 2015 we
received approval for new R&D grants from the Government of Israel through the IIA in the amount of approximately $0.6 million. In 2016, 2017 and 2018 we received approval for grants in a total
amount for the three years, of approximately $1.4 million (together the “Generic Plan”). In 2019, we received approval for additional grants under the Generic Plan for the years 2019 and 2020, in
the frame of which we expect to receive a total amount of approximately $ 1.1million. The Generic Plan requires us to comply with the requirements of the R&D Law in the same manner applicable
to previous grants, provided, however, that the obligation to pay royalties on sales of products based on technology or know how developed with the Generic Plan does not apply to us, but may
apply, under certain conditions, to a recipient of the technology or know-how developed with the Generic Plan, to the extent such is sold and/or transferred. In addition, we may manufacture part
of the products developed under the program outside of Israel, up to the percentages declared in our applications for such grants.
In addition to the grants described above, in March 2014, we agreed to participate in two “Magnet” Consortium Programs (the “Magnet Programs”) sponsored by the IIA, and a generic
program, which grants do not bear royalty payment obligations. In the framework of the Magnet Programs, intended to support innovative generic industry-oriented technologies, we are to
cooperate with additional companies and research institutes. With respect to the years, 2016, 2017 and 2018 we received an approval from the IIA for a sum of $3.8 million in the aggregate under
the Magnet Programs. The R&D Law applies to the Magnet Programs, including the restrictions on transfer of know how or manufacturing outside of Israel, as described above. In addition,
certain restrictions resulting from Magnet Programs’ internal agreements between the consortium members may apply.
C. Organizational Structure
We are an Israeli company that commenced operations in 1996. The following is a list of our significant subsidiaries:
Company
Ceragon Networks, Inc.
Ceragon Networks (India) Private Limited
D. Property, Plants and Equipment
Place of Incorporation
New Jersey
India
Ownership
Interest
100%
100%
Our corporate headquarters and principal administrative, finance and operations departments are located at a leased facility of approximately 67,500 square feet of office space and
approximately 9,300 square feet of warehouse space, in Tel Aviv, Israel. The lease of this space will expire on December 31, 2020. We are supposed to relocate our Tel-Aviv facilities to Nitsba
Park at Rosh Ha’ain, Israel. Due to travel and partial lockout restrictions imposed by the State of Israel on March 2020 as a result of the Coronavirus pandemic outbreak, which in turn has delayed
the completion of the construction works of the Nitsba Park, there is uncertainty regarding the ability to maintain the current transition timetable as originally planned, or when the lease term of
the Rosh Ha’ain facilities could actually begin.
We also lease the following space at the following properties:
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in the United States, we lease approximately 5,300 square feet of premises in Overlook at Great Notch, New Jersey, expiring November 2021 and approximately 8,200 square feet of
office and warehouse space in Richardson, Texas, expiring March 2024.
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in India, we lease approximately 11,700 square feet of office space in New Delhi, expiring in March 2028. In addition, we lease 1,348 square feet of office space in Mumbai, expiring in
July 2020.
• in Romania, we lease approximately 20,000 square feet of office and space in Bucharest, Romania, expiring in November 2023.
We also lease space for other local subsidiaries to conduct pre-sales and marketing activities in their respective regions.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis should be read in conjunction with our consolidated financial statements, the notes to those financial statements, and other financial data that
appear elsewhere in this annual report. In addition to historical information, the following discussion contains forward-looking statements based on current expectations that involve risks and
uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements due to a number of factors, including those set forth
in “Risk Factors” and elsewhere in this annual report. Our consolidated financial statements are prepared in conformity with U.S. GAAP.
The following discussion does not address certain items in respect of our fiscal year ended December 31, 2017 in reliance on amendments to disclosure requirements adopted by the SEC
in 2019. A discussion of our fiscal year ended December 31, 2017 may be found in “Item 5: Operating and Financial Review and Prospects” of our Annual Report on Form 20-F for the fiscal year
ended December 31, 2018, filed with the SEC on April 1, 2019, and as amended on April 2, 2019.
A. Operating Results
Overview
We are the number one wireless hauling specialist in terms of unit shipments and global distribution of our business. We provide wireless hauling solutions that enable cellular
operators and other wireless service providers to serve a broad range of use-cases, including mobile broadband, fixed broadband, Industrial and other IoT services. Our solutions use microwave
and millimeter wave technology to transfer large amounts of telecommunication traffic between base stations and small/distributed-cells and the core of the service provider’s network.
We also provide our solutions to other non-carrier vertical markets such as oil and gas companies, public safety network operators, businesses and public institutions, broadcasters,
energy utilities and others that operate their own private communications networks. Our solutions are deployed by more than 460 service providers, as well as more than 1,000 private network
owners, in over 130 countries.
Industry Trends
Market trends have placed, and will continue to place, pressure on the selling prices for our products. Our objective is to continue to meet the demand for our solutions while at the
same time increasing our profitability. We seek to achieve this objective by constantly reviewing and improving our execution in, among others, development, manufacturing and sales and
marketing. Set forth below is a more detailed discussion of the trends affecting our business:
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Sudden and wide widespread surge in network traffic in 2020 emerging from COVID-19 pandemic continues to cause global change to the way business and individuals access
information for work and leisure. The result of national lock-ins for large parts of the population brings many businesses to exercise company-wide work-from-home with massive use of
video conferencing and cloud network communication. Entire families stay longer at home and extensively consume video streaming and online gaming, along with video chats with
friends and relatives. The result is a sudden and sharp increase in home broadband demand, while today’s home broadband networks are not designed for such usage patterns. Some
countries, even developed ones, lack broadband communication networks in rural areas. As a result, service providers are required to increase network investment to match the network
capabilities to the surge in broadband demand. We anticipate that the increase in network traffic which service providers are experiencing today amidst the pandemic will remain and
even increase, as companies and employees adapt to broader use of telecommuting, and families adopt higher use of video calls/chats as larger portions of the world population, young
and elderly alike, use highly visual remote communication tools and high volume communication transactions.
5G technologies will enable operators to enhance their services portfolio with more use cases such as enhanced mobile broadband (to eMBB – Enhanced Mobile Broadband) delivering
gigabit broadband, as well as address new market segments such as IoT & IIoT and mission critical applications with URLLC (Ultra Reliable Low Latency Communications) and mMTC
(Massive Machine Type Communications) services. Those services, combined with new network architectures will require higher capacity, lower latency networks and in particular
higher hauling capacity, far denser macro cells and small/distributed cells grids and the implementation of network virtualization technologies and architectures, namely network slicing
using SDN. Our wireless hauling solutions resolve both higher capacity, lower latency and network densification requirements with advanced capabilities, based on our multicore™
technology for microwave narrowband spectrum (up to 224Mhz) and the use of wider bands in millimeter-wave spectrum, up to 2,000MHz. Network virtualization requirements are
addressed with layer 3 capabilities and SDN support.
Software Defined Networking (SDN) is an emerging concept aimed at simplifying network operations and allowing network engineers and administrators to quickly respond to a fast-
changing business environment. SDN delivers network architectures that transition networks from a world of task-specific dedicated network devices, to a world of optimization of
network performance through network intelligence incorporated within network controllers performing control functions and network devices, which perform traffic (data-plane)
transport. Our wireless hauling solutions are SDN-ready, built around a powerful software-defined engine and may be incorporated within the SDN network architecture. Our SDN
architecture is envisioned to provide a set of applications that can achieve end-to-end wireless hauling network optimization by intelligently making use of the scarce network resources,
such as spectrum and power consumption.
The emergence of distributed cells presents hauling challenges that differ from those of traditional macro-cells. Distributed cells are used to provide connectivity and capacity in hot-
spots and underserved spots, as well as increase coordination between adjacent cells, leading to improved service level. They also significantly reduce the cost of cell-site equipment.
This new architecture is forecasted to be highly present in advanced 5G network deployments. Our distributed-cells wireless hauling portfolio includes a variety of compact all-outdoor
solutions that provide operators with optimal flexibility in meeting their unique physical, capacity, networking, and regulatory requirements.
The introduction of a disaggregated model for hardware and software. This model allows better scalability, simplicity and flexibility for network operators as it offers independent
elements for hardware and software, allowing the use of commercial off-the-shelf hardware, to accelerate delivery of new solutions and innovations.
The network sharing business model is growing in popularity among mobile network operators (MNOs) who are faced with increasing competition from over-the-top players and an
ever-growing capacity crunch. Network sharing can be particularly effective in the hauling portion of mobile networks, especially as conventional macro cells evolve into super-sized
macro sites that require exponentially more bandwidth for wireless hauling. It has become abundantly clear that in these new scenarios, a new breed of wireless hauling solutions with a
significant investment is required. Our wireless hauling solutions support network sharing concepts by addressing both the ultra-high capacities required for carrying multiple operator
traffic, as well as the policing for ensuring that each operator’s service level agreement is maintained.
• While green-field deployments tend to be all IP-based, the overwhelming portion of network infrastructure investments goes into upgrading, or “modernizing” existing cell-sites to fit
new services with a lower total cost of ownership. Modernizing is more than a simple replacement of network equipment. It helps operators build up a network with enhanced
performance, capacity and service support. For example, Ceragon offers a variety of innovative mediation devices that eliminate the need to replace costly antennas, which are already
deployed. In doing so, we help our customers to reduce the time and the costs associated with network upgrades. The result: a smoother upgrade cycle, short network down-time during
upgrades and faster time to revenue.
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A growing market for non-mobile backhaul applications which includes: offshore communications for the oil and gas industry, as well as the shipping industry, which require a unique
set of solutions for use on moving rigs and vessels; broadcast networks that require robust, highly reliable communication for the distribution of live video content either as a cost
efficient alternative to fiber, or as a backup for fiber installations; and Smart Grid networks for utilities, as well as local and national governments that seek greater energy efficiency,
reliability and scale.
A growing demand for high capacity, IP-based long-haul solutions in emerging markets where telecom and broadband infrastructure, such as fiber, is lacking. This demand is driven by
the need of service providers to connect more communities in order to bridge the digital divide, using 4G and eventually 5G services.
Subscriber growth continues mainly in emerging markets such as India, Africa and Latin America.
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We are also experiencing pressure on our sale prices as a result of several factors:
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Increased competition. Our target market is characterized by vigorous, worldwide competition for market share and rapid technological development. These factors have resulted in
aggressive pricing practices and downward pricing pressures, and growing competition from both start-up companies and well-capitalized telecommunication systems providers.
Reional pricing pressures. A significant portion of our sales derives from India, in response to the rapid build-out of cellular networks in that country. For the years ended December 31,
2018 and 2019, 38.2% and 17.4%, respectively, of our revenues were earned in India. Sales of our products in these markets are generally at lower gross margins in comparison to other
regions. Recently, network operators have started to share parts of their network infrastructure through cooperation agreements, which may adversely affect demand for network
equipment.
Transaction size. Competition for larger equipment orders is increasingly intensifying due to the fact that the number of large equipment orders in any year is limited. Consequently, we
generally experience greater pricing pressure when we compete for larger orders as a result of this increased competition and demand from purchasers for greater volume discounts. As
an increasing portion of our revenues is derived from large orders, we believe that our business will be more susceptible to these pressures.
As we continue to focus on operational improvements, these price pressures may have a negative impact on our gross margins.
As we continue to adjust our geographic footprint, we are increasingly engaged in supplying installation and other services for our customers, often in emerging markets. In this
context, we may act as the prime contractor and equipment supplier for network build-out projects, providing installation, supervision and commissioning services required for these projects, or
we may provide such services and equipment for projects handled by system integrators. In such cases, we typically bear the risks of loss and damage to our products until the customer has
issued an acceptance certificate upon successful completion of acceptance tests. If our products are damaged or stolen, or if the network we install does not pass the acceptance tests, the end
user or the system integrator, as the case may be, could delay payment to us and we would incur substantial costs, including fees owed to our installation subcontractors, increased insurance
premiums, transportation costs and expenses related to repairing or manufacturing the products. Moreover, in such a case, we may not be able to repossess the equipment, thus suffering
additional losses. Also, these projects are rollout projects, which involve fixed-price contracts. We assume greater financial risks on fixed-price projects, which routinely involve the provision of
installation and other services, versus short-term projects, which do not similarly require us to provide services or require customer acceptance certificates in order for us to recognize revenue. In
addition, as most of our deliveries occur before we are able to collect the consideration for such projects, it poses further financial and customer credit risk, as well as liquidity risks of such
customers.
In 2018, revenues increased primarily due to an increase in Africa and to a lesser extent in other regions offset by a decrease in Europe. In 2019, revenues decreased due to a major
decrease in India, while increased all over the world, except for India The increase was mainly in Latin America and APAC.
In addition, the Coronavirus outbreak is expected to adversely affect the industry trend, in a manner which cannot reasonably be assessed yet. The Coronavirus outbreak which began
on December 2019, has dramatically expanded into a worldwide pandemic creating macro-economic uncertainty and disruption in the business and financial markets. Many countries around the
world, including Israel, have been taking measures designated to limit the continued spread of the Coronavirus, including the closure of workplaces, restricting travel, prohibiting assembling,
closing international borders and quarantining populated areas. Such measures present concerns that may dramatically affect our ability and the ability of other vendors, suppliers, operators and
industries in this market to conduct their business effectively, including, but not limited to adverse effect on employees health, a slowdown and often a stoppage of manufacturing, commerce,
delivery, work, travel, collect payments and other activities which are essential and critical for maintaining on-going business activities. Given the uncertainty around the extent and timing of the
future spread or mitigation of Coronavirus and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact the effect on this market as well as to our and
our peers future results of operations, cash flows or financial condition; infections may become more widespread and the limitation on the ability to travel, sell, distribute and install products, as
well as any closures or supply disruptions, may be extended for longer periods of time and to other locations, all of which would have a negative impact on the market trend detailed above. In
addition, the unknown scale and duration of these developments have macro and micro negative effects on the financial markets and global economy which could result in an economic
downturn that could adverse effect that could be material and long term in duration.
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Results of Operations
Revenues. We generate revenues primarily from the sale of our products, and, to a lesser extent, services. The final price to the customer may largely vary based on various factors,
including but not limited to the size of a given transaction, the geographic location of the customer, the specific application for which products are sold, the channel through which products are
sold, the competitive environment and the results of negotiation.
Cost of Revenues. Our cost of revenues consists primarily of the prices we pay contract manufacturers for the products they manufacture for us, the costs of off the shelf parts,
accessories and antennas, the costs of our manufacturing facility, estimated warranty costs, costs related to management of our manufacturing facility, supply chain and shipping, as well as
inventory write-off costs and amortization of intangible assets. In addition, we pay salaries and related costs to our employees and fees to subcontractors relating to installation services with
respect to our products.
Significant Expenses
Research and Development Expenses, net. Our research and development expenses, net of government grants, consist primarily of salaries and related costs for research and
development personnel, subcontractors’ costs, costs of materials and depreciation of equipment. All of our research and development costs are expensed as incurred, except for development
expenses, which are capitalized in accordance with ASC 985-20 and ASC 350-40. We believe that continued investment in research and development is essential to attaining our strategic
objectives.
Selling and Marketing Expenses. Our selling and marketing expenses consist primarily of compensation and related costs for sales and marketing personnel, amortization of intangible
assets, trade show and exhibit expenses, travel expenses, commissions and promotional materials.
General and Administrative Expenses. Our general and administrative expenses consist primarily of compensation and related costs for executive, finance, information system and
human resources personnel, professional fees (including legal and accounting fees), insurance, provisions for doubtful accounts and other general corporate expenses.
Financial expenses and others, net. Our financial expenses and others, net, consists primarily of gains and losses arising from the re-measurement of transactions and balances
denominated in non-dollar currencies into dollars, gains and losses from our currency hedging activity, interest paid on bank loans, other fees and commissions paid to banks, as well as actuarial
losses.
Taxes. Our taxes on income (benefit) consist of current corporate tax expenses in various locations and changes in tax deferred assets and liabilities, as well as reserves for uncertain tax
positions.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the U.S (“U.S. GAAP”). These accounting principles require
management to make certain estimates, judgments and assumptions based upon information available at the time they are made, historical experience and various other factors that are believed to
be reasonable under the circumstances. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as
the reported amounts of revenues and expenses during the periods presented.
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Our management believes the accounting policies that affect its more significant judgments and estimates used in the preparation of its consolidated financial statements and which are
the most critical to aid in fully understanding and evaluating our reported financial results include the following:
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Revenue recognition;
Inventory valuation; and
Provision for doubtful accounts.
Revenue recognition We generate revenues from selling products and services to end users, distributors, system integrators and original equipment manufacturers (“OEM”). The
Company recognizes revenue when (or as) it satisfies performance obligations by transferring promised products or services to its customers in an amount that reflects the consideration the
Company expects to receive. The Company applies the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the
transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.
The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, the
Company considers the promise to transfer tangible products, network roll-out, professional services and customer support, each of which are distinct, to be the identified performance
obligations. In determining the transaction price, the Company evaluates whether the price is subject to rebates and adjustments, to determine the net consideration which the Company expects
to receive. As the Company’s standard payment terms are less than one year, the contracts have no significant financing component. The Company allocates the transaction price to each
distinct performance obligation, based on their relative standalone selling price. Revenue from tangible products is recognized when control of the product is transferred to the customer (i.e.,
when the Company’s performance obligation is satisfied).
The revenues from customer support and extended warranty is recognized ratably over the contract period and the costs associated with these contracts are recognized as incurred.
Revenues from network roll-out and professional services are recognized when the Company's performance obligation is satisfied, usually upon customer acceptance.
The Company accounts for rebates and stock rotations provided to customers as variable consideration, based on historical analysis of credit memo data, rebate plans and stock
rotation arrangements, as a deduction from revenue in the period in which the revenue is recognized.
Inventory valuation. Our inventories are stated at the lower of cost or realizable net value. Cost is determined by using the moving average cost method. At each balance sheet date, we
evaluate our inventory balance for excess quantities and obsolescence. This evaluation includes an analysis of slow-moving items and sales levels by product and projections of future demand.
If needed, we write off inventories that are considered obsolete or excessive. If future demand or market conditions are less favorable than our projections, additional inventory write-offs may be
required and would be reflected in cost of revenues in the period the revision is made.
Provision for doubtful accounts. We perform ongoing credit evaluations of our trade receivables and maintain an allowance for doubtful accounts, based upon our judgment as to our
ability to collect outstanding receivables. Allowance for doubtful accounts is made based upon a specific review of all the overdue outstanding invoices. In determining the provisions, we
analyze our historical collection experience, current economic trends, the financial position of our customers and the payment guarantees (such as letters of credit) that we receive from our
customers. We also insure certain trade receivables under credit insurance policies. If the financial condition of our customers deteriorates, resulting in their inability to make payments,
additional allowances might be required. Historically, our provision for doubtful accounts has been sufficient to account for our bad debts.
Impact of recently issued Accounting Standards
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a right-of-use (“ROU”)
asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory.
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The standard became effective for the Company beginning January 1, 2019. The adoption of the standard had material impact of the Company`s consolidated balance sheets due to the
recognition of the ROU assets and lease liabilities related to the Company`s operating leases. The standard did not have a material impact on the Company`s results of operations or cash flows.
See Note 12 “Leases” for details about the impact from adopting the new lease standard and other required disclosures.
In August 2017, the FASB issued ASU No. 2017-12 (Topic 815) Derivatives and Hedging — Targeted Improvements to Accounting for Hedging Activities, which expands an entity's
ability to hedge financial and nonfinancial risk components and amends how companies assess effectiveness as well as changes the presentation and disclosure requirements. The new standard
is to be applied on a modified retrospective basis and is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company adopted the
provisions of this update as of January 1, 2019 with no material impact on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the
impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. The new accounting
standard will be effective for the fiscal year beginning on January 1, 2020, including interim periods within that year. The Company does not expect this ASU to have a material impact on its
consolidated financial statements and related disclosures.
Comparison of Period to Period Results of Operations
The following table presents consolidated statement of operations data for the periods indicated as a percentage of total revenues.
Revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development, net
Selling and marketing
General and administrative
Total operating expenses
Operating income
Financial expenses and others, net
Taxes on income (benefit)
Equity loss in affiliates
Net income (loss)
Year Ended December 31
2018
2019
100%
66.2
33.8
8.2
12.5
5.5
26.2
7.6
1.8
(0.9)
-
6.7
100%
66.1
33.9
9.4
13.8
8.1
31.3
2.5
2.3
0.9
0.2
(0.8)
Year ended December 31, 2018 compared to year ended December 31, 2019
Revenues. Revenues totaled $285.6 million in 2019 as compared with $343.9 million in 2018, a decrease of $58.3 million, or 17.0%. Revenues in India decreased to $49.7 million in 2019 from
$131.2 million in 2018. Revenues in the Africa region increased to $25.6 million in 2019, from $23.7 million in 2018. Revenues in the APAC region increased to $53.9 million in 2019 from $47.3 million
in 2018. Revenues in Europe increased to $42.4 million in 2019 from $38.9 million in 2018. Revenues in North America increased to $42.5 million in 2019 from $41.4 million in 2018. Revenues in Latin
America increased to $71.4 million in 2019 from $61.3 million in 2018.
Cost of Revenues. Cost of revenues totaled $188.7 million in 2019 as compared with $227.7 million in 2018, a decrease of $39.0 million, or 17.1%, attributed mainly due to:
•
•
Lower material costs primarily due to lower volume of products revenues; while
Partially offset by higher services subcontractors and employees’ costs, primarily resulting from an increased volume of services.
48
Gross Profit. Gross profit as a percentage of revenues increased to 33.9% in 2019 from 33.8% in 2018. This increase is mainly attributed to the change in Company geographical revenue
mix, which reflected proportionally lower revenues in India and Company`s cost reduction activities with respect to materials cost.
Research and Development Expenses, Net. Our net research and development expenses totaled $26.8 million in 2019 as compared with $28.2 million in 2018, a decrease of $1.4 million, or
4.9%. The decrease was primarily due to deferral of $3.8 million expenses associated with a development project we do in collaboration with a business partner, offset by an increase of $0.4
million in salary and related expenses, an increase of $1.6 million due to software and hardware maintenance expenses and an increase of $0.4 million in IIA (Israel Innovation Authority) grants.
Our research and development efforts are a key element of our strategy and are essential to our success. We intend to maintain or slightly increase our commitment to research and
development, and an increase or a decrease in our total revenue would not necessarily result in a proportional increase or decrease in the levels of our research and development expenditures.
As a percentage of revenues, research and development expenses increased to 9.4% in 2019 compared to 8.2% in 2018.
Selling and Marketing Expenses. Selling and marketing expenses totaled $39.5 million in 2019 as compared with $43.0 million in 2018, a decrease of $3.5 million, or 8.1%. This decrease
was primarily attributed to the decrease of approximately $2.2 million in commission expenses, decrease of $1.2 million in salary and related expenses and a decrease of $0.1 million in other sales
and marketing expenses. As a percentage of revenues, selling and marketing expenses were 13.8% in 2019 compared to 12.5% in 2018.
General and Administrative Expenses. General and administrative expenses totaled $23.3 million in 2019 as compared with $18.9 million in 2018, an increase of $4.4 million, or 23.3%. This
increase was attributable primarily to an increase of $2.5 million in doubtful debt expenses, an increase of $1.6 million related to strategic initiatives activities, an increase of $0.6 million related to
IT projects and an increase of $0.4 million in other general and administrative expenses, offset by a decrease of $0.9 million in salaries and employee related expenses. As a percentage of
revenues, general and administrative expenses were 8.2% in 2019 compare to 5.5% in 2018
Financial expenses and others, Net. Financial expenses and others, net totaled $6.5 million in 2019 as compared with $6.3 million in 2018, an increase of $0.2 million, or 3.2%. This
increase is primarily attributable to $1.0 million due to collection of an old debt in Venezuela received in 2018 and $0.4 million actuarial loss on pension funds, offset by $0.6 million bank
commissions, $0.4 million decrease relates to exchange rate differences and $0.2 million interest expenses. As a percentage of revenues, financial expenses and others, net were 2.3% in 2019
compared to 1.8% in 2018.
Taxes on income (benefit). Tax expenses of $2.5 million in 2019 as compared with tax benefits of $3.3 million in 2018, an increase of $5.8 million. This increase is mainly attributed to lower
deferred tax income of $6.3 million in 2019 (primarily due to recognition of deferred tax asset of $7.2 million in 2018), an increase of $0.6 million in taxes from previous years due to tax assets which
were expensed in 2019, partially offset by a decrease of $1.0 million in our current taxes mainly due to less withholding tax assets which were expensed in 2019 and a decrease of $0.1 million in
exposure reserves.
Net profit (loss). In 2019, the Company had $2.3 million in net loss as compared with net profit of $23.0 million in 2018. As a percentage of revenues, net loss was 0.8% in 2019 compared
to net profit of 6.7% in 2018. The decrease was attributable primarily to lower revenue that resulted lower gross profit as well as higher tax expenses.
Impact of Currency Fluctuations
The majority of our revenues are denominated in U.S. dollars, and to a lesser extent, in INR (Indian Rupee), Euro, and in other currencies. Our cost of revenues is primarily denominated
in U.S. dollars as well, while a major part of our operating expenses are in New Israeli Shekel (NIS), and to a lesser extent, in Indian INR (Indian Rupee), Euro, NOK (Norwegian Kroner), BRL
(Brazilian Real) and other currencies. We anticipate that a material portion of our operating expenses will continue to be in NIS.
Fluctuation in the exchange rates between any of these currencies (other than U.S. dollars) and the U.S. dollar could significantly impact our results of operations as well as the
comparability of these results in different periods. Even in cases where our revenues or our expenses in a certain currency are relatively modest, high volatility of the exchange rates with the U.S.
dollar can still have a significant impact on our results of operations. For example, in recent years we have suffered a significant adverse impact on our financial results due to fluctuation in the
exchange rates of the U.S. dollar compared to the NGN (Nigerian Naira), the ARS (Argentine Peso) and the VEB (Venezuelan Bolivar). We partially reduce this currency exposure by entering into
hedging transactions. The effects of foreign currency re-measurements are reported in our consolidated statements of operations. For a discussion of our hedging transactions, please see Item
11.” QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.”
49
Transactions and balances in currencies other than U.S. dollars are re-measured into U.S. dollars according to the principles in ASC Topic 830, “Foreign Currency Matters.” Gains and
losses arising from re-measurement are recorded as financial income or expense, as applicable.
Effects of Government Regulations and Location on the Company’s Business
For a discussion of the effects of Israeli governmental regulation and our location in Israel on our business, see Item 4. “Information on the Company – Business Overview – Conditions
in Israel” and the “Risks Relating to Israel” as well as the Risk Factor “Our international operations expose us to the risk of fluctuation in currency exchange rates and restrictions related to
cash repatriation” in Item 3, above.
B.
Liquidity and Capital Resources
Since our initial public offering in August 2000, we have financed our operations primarily through the proceeds of that initial public offering, follow-on offerings and grants from the
IIA.
In March 2013, the Company was provided with the revolving Credit Facility (as defined in 4.4 of ITEM 19) by four financial institutions. The Credit Facility was renewed and amended
several times during the past years according to Company’s needs and financial position.
In March 2018, the Company signed an amendment to the agreement in the frame of which, the fourth bank returned to the consortium after resolving some regulatory matters that
caused it to terminate its participation in the consortium in March 2017, and the Credit Facility was redistributed between the consortium members. The amendment extended the Credit Facility by
2 years and 3 months, until June 30, 2020. Furthermore, the amendment includes an additional increase in bank guarantees credit lines of $19.8 million, to $85 million, a decrease of $10 million in
the Credit Facility for loans, from $50 million to $40 million, a decrease in allowed letter of credit discounting activities with one customer from $94 million to $50 million, and additional $10 million
of allowed factoring of invoices with another specific customer. The existing $20 million receivables factoring permitted under the agreement, has remained unchanged. The amendment also
includes reduced fees and interest spread as compared with the March 2017 amendment.
As of December 31, 2019, the Company has utilized $14.6 million of the $ 40 million credit line available for short term loans. During 2019, the credit lines carry interest rates in the range
of Libor+ 2.1% and Libor+2.3%. The Credit Facility is secured by a floating charge over all Company assets as well as several customary fixed charges on specific assets.
Repayment under the Credit Facility could be accelerated by the financial institutions in certain events of default including in insolvency events, failure to comply with financial
covenants or an event in which a current or future shareholder acquires control (as defined under the Israel Securities Law) of the Company.
The Credit Facility agreement contains financial and other covenants requiring that the Company maintains, among other things, minimum shareholders’ equity value and financial
assets, a certain ratio between our shareholders’ equity (net of intangible assets) and the total value of our assets (net of intangible assets) on our balance sheet, a certain ratio between our net
financial debt to each of our working capital and accounts receivable. As of December 31, 2019 and 2018, the Company met all of its covenants.
In the year ended December 31, 2019 our capital expenditures were $14.9 million, primarily for the development of our IP-20 and new IP-50 product families and its production lines.
As of December 31, 2019, we had approximately $23.9 million in cash and cash equivalents.
50
In 2019, our $12.9 million in cash used in operating activities was affected by the following principal factors:
•
•
•
•
our net loss of $2.3 million;
$24.8 million decrease in trade payables and accrued expenses;
$9.5 million increase in inventories; and
$0.3 million increase in deferred tax assets, net.
These factors were offset mainly by:
•
•
•
•
•
$9.7 million of depreciation and amortization expenses;
$7.8 million decrease in trade and other receivables, net;
$4.2 million increase in deferred revenues paid in advance;
$2.1 million share-based compensation expenses; and
$0.3 million accrued severance pay and pensions, net.
In 2018, our $22.5 million in cash provided by operating activities was affected by the following principal factors:
•
•
•
•
our net income of $23.0 million;
$7.8 million of depreciation and amortization expenses;
$4.4 million increase in trade payables and accrued expenses; and
$2.0 million share-based compensation expenses.
These factors were offset mainly by:
•
•
•
•
$16.5 million increase in trade and other receivables, net;
$6.6 million increase in deferred tax assets, net;
$0.6 million decrease in deferred revenues paid in advance; and
$1.0 million increase in inventories.
51
Net cash used in investing activities was approximately $13.9 million for the year ended December 31, 2019, as compared to net cash used in investing activities of approximately $15.3
million for the year ended December 31, 2018. In the year ended December 31, 2019 our purchase of property and equipment amounted to $11.6 million in addition to purchase of intangible assets
of $3.3 million, partially offset by proceeds from bank deposit of $1.0 million. In the year ended December 31, 2018, our purchase of property and equipment amounted to $10.3 million in addition
to purchase of intangible assets of $3.4 million and an investment in shares of $1.6 million.
Net cash provided by financing activities was approximately $15.2 million for the year ended December 31, 2019, as compared to approximately $2.6 million net cash provided by
financing activities for the year ended December 31, 2018. In the year ended December 31, 2019, our net cash provided by financing activities was primarily due to our proceeds of a bank loan of
$14.6 million and proceeds from share options exercise of $0.6 million. In the year ended December 31, 2018, our net cash provided by financing activities was primarily due to proceeds from share
options exercise of $2.6 million.
For more details concerning the Company’s commitments, please see below ITEM 5. “OPERATING AND FINANCIAL REVIEW AND PROSPECTS - F. Tabular Disclosure of
Contractual Obligations.”
Our capital requirements are dependent on many factors, including working capital requirements to finance the business activity of the Company, and the allocation of resources to
research and development, marketing and sales activities. We plan on continuing to raise capital as we may require, subject to changes in our business activities.
We believe that current working capital, cash and cash equivalent balances together with the Credit Facility available with the four financial institutions, will be sufficient for our
expected requirements through at least the next 12 months.
C.
Research and Development
We place considerable emphasis on research and development to improve and expand the capabilities of our existing products, to develop new products (with particular emphasis on
equipment for emerging IP-based networks) and to lower the cost of producing both existing and future products. We intend to continue to devote a significant portion of our personnel and
financial resources to research and development. As part of our product development process, we maintain close relationships with our customers to identify market needs and to define
appropriate product specifications. In addition, we intend to continue to comply with industry standards and, in order to participate in the formulation of European standards, we are full members
of the European Telecommunications Standards Institute.
Our research and development activities are conducted mainly at our facilities in Tel Aviv, Israel, and also at our subsidiaries in Greece and Romania. As of December 31, 2019, our
research, development and engineering staff consisted of 209 employees. Our research and development team include highly specialized engineers and technicians with expertise in the fields of
millimeter-wave design, modem and signal processing, data communications, system management and networking solutions.
Our research and development department provide us with the ability to design and develop most of the aspects of our proprietary solutions, from the chip-level, including both ASICs
and RFICs, to full system integration. Our research and development projects currently in process include extensions to our leading IP-based networking product lines and development of new
technologies to support future product concepts. In addition, our engineers continually work to redesign our products with the goal of improving their manufacturability and testability while
reducing costs.
Intellectual Property
For a description of our intellectual property see Item 4. “INFORMATION ON THE COMPANY – B. Business Overview - Intellectual Property.”
D.
Trend Information
For a description of the trend information relevant to us see discussions in Parts A and B of Item 5. “OPERATING AND FINANCIAL REVIEW AND PROSPECTS.”
52
E.
Off Balance Sheet Arrangements
We are not party to any material off-balance sheet arrangements. In addition, we have no unconsolidated special purpose financing or partnership entities that are likely to create
material contingent liabilities.
F.
Tabular Disclosure of Contractual Obligations
Contractual Obligations
Operating lease obligations1
Purchase obligations2
Other long-term commitment3
Uncertain income tax positions4
Total
(1) Consists of operating leases for our facilities and for vehicles.
(2) Consists of all outstanding purchase orders for our products from our suppliers.
Payments due by period (in thousands of dollars)
Total
Less than 1
year
1-3 years
3-5 years
More than 5
years
11,494
12,585
5,246
2,492
31,817
5,723
12,585
198
-
18,506
3,613
-
364
-
3,977
1,299
-
304
-
1,603
859
-
4,380
2,492
7,731
(3) Our obligation for accrued severance pay under Israel’s Severance Pay Law as of December 31, 2019 was approximately $8.1 million, of which approximately $5.7 million was funded through
deposits in severance pay funds, leaving a net commitment of approximately $2.4 million. In addition, the commitment includes a net amount of approximately $2.8 million in pension accruals
in other subsidiaries, mainly in Norway.
(4) Uncertain income tax position under ASC 740-10, “Income Taxes,” are due upon settlement and we are unable to reasonably estimate the ultimate amount or timing of settlement. See Note
14g of our Consolidated Financial Statements for further information regarding the Company’s liability under ASC 740-10.
Effect of Recent Accounting Pronouncements
See Note 2, Significant Accounting Policies, in Notes to the Consolidated Financial Statements in Item 8 of Part II of this Report, for a full description of recent accounting
pronouncements, including the expected dates of adoption and estimated effects on financial condition and results of operations, which is incorporated herein by reference.
53
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.
Directors and Senior Management
The following table lists the name, age and position of each of our directors and executive officers during the year 2019 and as of the date of this annual report:
Name
Zohar Zisapel
Meir Sperling(1)(2)
Shlomo Liran(2)
Yael Langer
Avi Berger (1)(2)
Avi Eizenman(2)
Ira Palti
Ran Vered(4)
Oz Zimerman
Shai Yaniv
Erez Schwartz(7)
Guy Toibin(7)
Muki Burla(7)
Zvi Maayan(8)
Michal Goldstein(9)
Ram Prakash Tripathi
Amit Ancikovsky
Adrian Hipkiss(7)
Mario Querner(7)
Nurit Kruk-Zilca(5)
Charles Meyo(6)
Doron Arazi(3)
Yuval Reina(3)
Flavio Perrucchetti(3)
Age
71
71
69
55
57
63
62
41
56
49
56
48
46
53
49
53
49
54
58
46
56
56
53
52
Position
Chairman of the Board of Directors
Director
Director
Director
Director
Director
President and Chief Executive Officer, Director
Chief Financial Officer
Executive Vice President, Global Corporate Development
Executive Vice President Marketing & 5G Business Development
Executive Vice President R&D
Executive Vice President Chief Information Officer (CIO), IT
Executive Vice President Global Services
Executive Vice President, General Counsel & Corporate Secretary
Executive Vice President, Global Human Resources
Regional President, India
Regional President, North America and Latin America
Regional President, Europe and Oil & Gas
Regional President, Asia-Pacific and Arica
Executive Vice President, Human Resources
Regional President, North America
Deputy Chief Executive Officer
Chief Operating Officer
Regional President, Europe
Independent Director
(1) External director until September 16, 2019 and thereafter an independent director. See “Opting Out of External Directors” below.
(2)
(3) Ceased service as of December 31, 2019.
(4) Commencing April 1, 2019.
(5) Will cease serving on March 31, 2020.
(6) Ceased service as of February 29, 2020.
(7) Commencing January 1, 2020.
(8) Commencing November 3, 2019.
(9) Commencing March 1, 2020.
54
Set forth below is a biographical summary of each of the above-named directors and executive officers.
Zohar Zisapel has served as the Chairman of our Board of Directors since we were incorporated in July 1996. Mr. Zisapel also serves as a director of RADCOM Ltd., a public company
traded on Nasdaq. Mr. Zisapel founded or invested in many companies in the fields of Communications, Cyber Security and Automotive and serves as chairman or director of many private
companies. Mr. Zisapel received a B.Sc. and a M.Sc. in electrical engineering from the Technion, Haifa Institute of Technology (“Technion”) and an M.B.A. from the Tel Aviv University.
Meir Sperling has served as our external director since June 2018. In accordance with our decision to opt out of the requirement to elect external directors, Mr. Sperling is due to end his
term of service as our independent director at the earlier of (i) the end of our annual general meeting to be held in 2021, or (ii) June 12, 2021. Mr. Sperling presently serves as the Chairman of the
Board of Verint Systems Ltd. (“VSL”) and as a board member of Verint Systems Singapore Pte. (“VSS”). Between 2000 and 2012, Mr. Sperling also served as Corporate Officer and President of the
Cyber Security Division of Verint and in parallel, served as Managing Director of VSL. Between 2012 and 2015, he served as a Corporate Officer and Chief Strategy Officer of Verint. Prior to that,
from January 1999 to January 2000, Mr. Sperling served as Corporate Vice President of ECI Telecom Ltd. and as the General Manager of the Business Systems Division. Mr. Sperling also served
as a Director in several of ECI’s Subsidiaries. Between 1987 and 1999 Mr. Sperling served in various positions at companies of the Tadiran Group, including as Corporate Vice President and
General Manager of various divisions at Tadiran. Mr. Sperling also served as a Director in several of Tadiran’s subsidiaries. Mr. Sperling received a B.Sc. in Electronic Engineering from the Ben
Gurion University, Israel, in 1975.
Shlomo Liran has served as our director since August 2015, after gaining experience in senior management positions, including in the telecommunication industry. In October 2016 Mr.
Liran was appointed as the CEO of Spuntech Industries Ltd. From July 2014 until January 2015, Mr. Liran served as the Chief Executive Officer of Hadera Paper Ltd. From 2010 to 2013, Mr. Liran
served as the Chief Executive Officer of Avgol Nonwovens Ltd. During the years 2008 and 2009 Mr. Liran served as the Chief Executive Officer of Ericsson Israel Ltd., and from 2004 to 2007 he
served as Chief Executive Officer of TRE (Scandinavian cellular network) in Sweden and in Denmark. From 2000 to 2003, he served as Chief Executive Officer of YES Satellite Multi-Channel TV.
Prior to that, Mr. Liran spent thirteen years in Strauss as CEO (1995-2000), General Manager of the Dairy Division (1991-1995) and VP Operations (1987-1991). Mr. Liran holds a B.Sc. in Industrial
Engineering from the Technion, an M. Eng. System Analysis from University of Toronto, Canada and an AMP-ISMP advanced management program from the Harvard Business School. Mr.
Liran is one of our independent directors and is considered a “financial expert” for the purposes of the Nasdaq Rules.
Yael Langer has served as our director since December 2000. Ms. Langer served as our general counsel from July 1998 until December 2000. Ms. Langer is General Counsel and
Secretary of RAD Data Communications Ltd. and other companies in the RAD-BYNET group. Since July 2009, Ms. Langer serves as a director in Radware Ltd. From December 1995 to July 1998,
Ms. Langer served as Assistant General Counsel to companies in the RAD-BYNET group. From September 1993 until July 1995, Ms. Langer was a member of the legal department of Poalim
Capital Markets and Investments Ltd. Ms. Langer received an LL.B. from the Hebrew University in Jerusalem.
Avraham (Avi) Berger has served as our external director since June 2018, after gaining experience in senior management positions, mostly in the telecommunication industry. In
accordance with our decision to opt out of the requirement to elect external directors, Mr. Berger is due to end his term of service as our independent director at the earlier of (i) the end of our
annual general meeting to be held in 2021, or (ii) June 12, 2021. From 2015 Mr. Berger is the owner and CEO of AB6C Ltd a private consulting company. From November 2013 until May 2015, Mr.
Berger served as the Director General of the Israeli Ministry of Communications. During the years 2012 to 2013, Mr. Berger served as VP Marketing and business developing of Ness-TSG. From
2007 to 2012 Mr. Berger served as the VP Technology & CTO of Partner Communications Ltd., and during 2007 Mr. Berger served as VP Business Development of Tadiran Communications. From
1985 to 2006, he served in the Israel Defense Forces C4I and Cyber Branch, and Signal Corps, in a number of telecommunication and command control development and project management
positions, retiring as a full colonel. Mr. Berger holds a B.Sc. in Electrical Engineering from Tel Aviv University, and M.Sc. in Electrical Engineering from UCLA. Mr. Berger is one of our
independent directors.
Avi Eizenman has served as our director since June 2018. Mr. Eizenman co-founded Silicom Ltd. in 1987 and served as its President and Chief Executive Officer, as well as a director of
Silicom until April 1, 2001. As from 2001, Mr. Eizenman serves as the Active Chairman of the Board of Directors of Silicom Ltd. Mr. Eizenman served as head of the ASIC department at Scitex Ltd.
in 1986. From 1979 until 1985, Mr. Eizenman held various positions, including project manager, ASIC specialist and engineer, with the Electronic Research & Development Department of the
Israeli Ministry of Defense. Mr. Eizenman holds a B.Sc. degree, with honors, in Electrical Engineering from the Technion, and an M.B.A. from Tel Aviv University.
Ira Palti has served as our President and Chief Executive Officer since August 2005 and as a Director since June 2018. From January 2003 to August 2005, Mr. Palti was Chief Executive
Officer of Seabridge Ltd., a Siemens company that is a global leader in the area of broadband services and networks. Prior to joining Seabridge, he was the Chief Operating Officer of VocalTec
Communications Ltd., responsible for sales, marketing, customer support and product development. Among the positions he held before joining VocalTec was founder of Rosh Intelligent
Systems, a company providing software maintenance and AI diagnostic solutions and one of the first startups in Israel. Mr. Palti received a B.Sc. in mathematics and computer science (magna
cum laude) from the Tel Aviv University.
Ran Vered has served as our Chief Financial Officer since April 2019. Having over 20 years of experience as a financial executive, Mr. Vered has extensive experience with publicly traded
companies, as well as global organizations. Prior to joining Ceragon, Mr. Vered served as VP Finance at Check Point Software Technologies since 2018, and as CFO at Radcom since 2016. His
career also included various financial positions at Amdocs, the latest of which was Director of Finance for the EMEA Division. Prior to 2009, Mr. Vered was co-founder and CFO of an investment
fund, deputy corporate controller at Nur Macroprinters and served as an auditor for KPMG. Mr. Vered holds an M.B.A. in Finance from Tel Aviv University and a B.A. in Business
Administration and Accounting from the College of Management and is certified in Israel as a CPA.
55
Oz Zimerman has served as our Executive Vice President Global Corporate Development since 2014. He joined the company in March 2013. Oz brings with him over 20 years of global
executive business experience in sales, marketing and business development. From 2008 to 2012, Mr. Zimerman was Corporate VP Marketing and Business Development at DSP Group (DSPG),
where he penetrated world leading consumer electronic customers, acquired new technology which became the main growth engine of the company, and managed relations with top executives
decision makers at world leading service providers. Prior to joining DSP Group, Oz was VP Channels Sales, Business Development and Strategic Marketing at ECI Telecom, where he defined and
implemented exceptional and innovative pricing approach that generated sharp sales increase. Prior to his work at ECI, he was Engagement Manager at Shaldor, a leading management consulting
firm. Mr. Zimerman holds a B.Sc. in Industrial Engineering & Management from NYU University (summa cum laude) and a Master’s degree in Business Administration & Industrial Engineering
from Columbia University.
Shai Yaniv has served as our Executive Vice President of Marketing since September 2018 and recently assumed additional responsibilities for product management and 5G business
development. From 2014 to August 2018 he served as our Vice President of Marketing and from 2009 to 2014 Mr. Yaniv served as our Vice President of Product Management. From 2000 to 2008,
Mr. Yaniv served in various senior-level positions in Alvarion Ltd., successfully leading the inception of new solutions and the execution of new business initiatives in broadband wireless
access markets worldwide. Mr. Yaniv brings to the Company over 25 years of experience in marketing, product strategy, product management and business development. Mr. Yaniv holds a B.Sc.
in Electrical Engineering from the Technion, and an M.Sc. in Multidisciplinary Engineering from Tel-Aviv University.
Erez Schwartz has served as our Executive Vice President of Products since 2019. In this role, Mr. Schwartz leads product development from inception and design using innovative,
cutting-edge technologies, all the way to high volume production. Amongst his responsibilities are R&D, engineering and quality assurance. Mr. Schwartz brings over 30 years of experience in
leading large-scale, multidisciplinary R&D organizations, business development and communication systems, with a strong focus on innovation, as well as customer needs and value. Prior to
joining Ceragon, Mr. Schwartz served as SVP R&D at SatixFy, where he headed design of next generation Satellite systems. Before that, he served as VP of business development at SanDisk,
leading new market exploration and ecosystem engagement; Corporate VP and G.M of the Recording BU at NICE; and CEO at Commex Technologies, a startup dealing in multicore and
virtualization solutions. Prior to Commex, Mr. Schwartz led the development of cellular platform products at Intel, which was later sold to Marvell. Mr. Schwartz holds a B.Sc. (cum laude) in
Electrical Engineering from the Technion, Israel’s Institute of Technology.
Guy Toibin has served as our Chief Information Officer since 2017. Mr. Toibin joined Ceragon after four years with Swiss-based “Eden Springs Group”, where he held the role of Group
CIO and Corporate Project Management Officer (PMO). Mr. Toibin led the successful integration of Eden Springs and Nestle Waters Direct Inc. which made the Eden Group the leading water
and coffee company in Europe. Prior to his tenure at Eden Springs, Mr. Toibin established Information Technology Organizations that became enablers for Business Units to meet and exceed
their goals in high-tech companies such as Retalix (NCR), Verint Systems Inc., and Comverse Technology. Mr. Toibin is a Certified Public Accountant (CPA), holds a B.A. in Economics and
Accounting and a Masters of Law (LLM) from Bar-Ilan University.
Muki Burla has served as our Executive Vice-President, Global Sales Operations since January 2020. In this role, Mr. Bourla is responsible for lifecycle delivery execution, from
production through turn-key deployment, customer support and additional value-added services. Mr. Bourla brings more than 20 years of operational and business leadership, including vast
international and cross-cultural experience, working with diverse customer base. Between 2009 and 2014, as part of his 15-year career at Ericsson, Mr. Bourla was based in Europe where he
successfully led large scale multidisciplinary turnkey projects, system integration programs, services business development and complicated transformations, with an innovative, result oriented
and proactive approach to targets, opportunities and challenges. Mr. Bourla holds a B.Sc. in Industrial and Management Engineering and an MBA in Business Management from Ben-Gurion
University.
Zvi Maayan has served as our Executive Vice-President, General Counsel and Corporate Secretary since November 2019. Mr. Zvi Maayan joined Ceragon after a long and successful
career at the Israel Aerospace Industries (“IAI”), where his most recent position was that of Executive Vice President Business Development & Subsidiaries. In this position Mr. Maayan was in
charge of IAI’s M&A, strategic cooperation, joint venture activities, open innovation, spinoff and carveout transactions, as well as asset management of IAI’s subsidiaries portfolio. From 2008
to 2015 Mr. Maayan worked at Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) (“EI”), where his latest position was Executive Vice-President, General Counsel and executive committee member. In
this position he led highly complex cross-border large scale international transactions. From 2011 to 2015 Mr. Maayan served as an executive committee member at the Real Estate Division of
Israel-America Chamber of Commerce. In his earlier career, Mr. Maayan was a senior associate in numerous leading law firms specializing in commercial and civil law, international commerce,
banking, financing, bankruptcy, biopharmaceutical industry, real estate and litigation. Mr. Maayan is a graduate of the Bar-Ilan University (LL.B., LL.M., cum laude).
Michal Goldstein has served as our Executive Vice-President, of Human Resources since March 2020. Previous to this appointment, Ms. Goldstein served as the Chief Human
Resources Officer of Contentsquare, a privately held global software company. Prior to Contentsquare, Ms. Goldstein was Vice President of Human Resources Centers of Excellence at NICE
Systems (Nasdaq), as well as served in various Human Resources Business Partner positions at Amdocs, where she spent twelve years, including three years in the company’s Silicon Valley
office. Ms. Goldstein has a background in Organizational Development and Consulting and holds a B.A in Psychology from the University of Haifa, Israel, and an M.Sc. in Organizational
Psychology from the University of Nottingham, UK.
Ram Prakash Tripathi has served as our Regional President, India since 2002. Prior to joining Ceragon, Mr. Tripathi held senior managerial positions at several companies including
Stratex and Reliance and has over 20 years of experience in the telecommunications industry. Mr. Tripathi holds a B.Sc. in Electronics & Communication Engineering from the Dr. Babasaheb
Ambedkar University, in Aurangabad, Maharashtra, India.
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Amit Ancikovsky serves as our Regional President, Latin America commencing 2013 and has also served as Regional President Africa between 2015 and 2020. Commencing January 1,
2020, Mr. Ancikovsky serves also as our Regional President North America. Prior to joining Ceragon, Mr. Ancikovsky held a number of management positions at Airspan Networks Inc.,
including President of Sales & Products. Before that, Mr. Ancikovsky served as the Chief Financial Officer and Head of Business Development for Gilat Networks Latin America, a world leader in
VSAT technologies. Mr. Ancikovsky holds a B.A. in Accounting and Economics and an LL.B. from the Hebrew University in Jerusalem.
Adrian Hipkiss has served as our Regional President, Europe and Oil & Gas since January 2020. With over thirty years of experience, Mr. Hipkiss most recently served as Vice President
of Enterprise business at Tata Communications and previously as Managing Director of ShoreTel Europe helping businesses drive digital transformation agendas. Prior to this, Mr. Hipkiss led
multinational and international businesses within the service provider, communications and technology sectors. Mr. Hipkiss holds a Business Administration and Management degree from the
Wednesbury Business School.
Mario Querner has served as our Regional President, Asia-Pacific & Africa since January 2020. Mr. Querner has over 25 years of international business experience in
telecommunications and media, working in Europe and Asia. Prior to joining Ceragon, Mr. Querner held the position of Vice President of Asia-Pacific at Newtec, a leading provider for satellite
telecommunication solutions. From 2011 to 2013, Mr. Querner served as Head of Region, South East Asia at ECI (optical transmission networks). From 2009 to 2011 he was the Head of Sales at
Technicolor, formerly Thomson, in charge of APAC-EMEA for Digital Home Solutions. From 1999 to 2009, Mr. Querner held several management positions at Alcatel-Lucent, the last of which
was Managing Director and Country Senior Officer in Indonesia. Mr. Querner has a degree in Electrical Engineering from the University of Applied Science in Braunschweig/Wolfenbuettel
(Germany) and a degree in Business Administration from the Brunel University (United Kingdom).
Nurit Kruk-Zilca has served as our Executive Vice President, Human Resources since April 2014 and ended her tenure on March 31, 2020. From July 2005 until March 2014, Ms. Kruk-
Zilca served in various positions in our human resources department, the last one as VP Global HR, responsible for all human resources. From 2000 until July 2005 she was a talent acquisition and
sourcing specialist for Intel Israel. Ms. Kruk-Zilca received a B.A. in Leadership & Education and an M.A. in Organizational Sociology from the Tel Aviv University.
Charles (Chuck) Meyo served as our Regional President, North America since 2012 until December 31st, 2019 and then continued to serve as our 5G Global Manager until his cessation
of service in February 2020. Prior to joining Ceragon, Mr. Meyo served as Vice President of Global Channels and Americas Sales at Narus, Inc. and thereafter worked within the Boeing Defense,
Space and Security division (following the acquisition of Narus, Inc. by the Boeing Company in 2011). Prior to that, Mr. Meyo was the Sales Vice President of the IBM Global Accounts and
Alliances organization at Avaya and held a variety of successful sales and management roles at Lucent Technologies and AT&T. Mr. Meyo holds a B.A. and B.Sc. from the Ohio State
University in Columbus, Ohio.
Doron Arazi served as our Executive Vice President and Chief Financial Officer since 2014 while acting as CFO until March 31, 2019 and continued to serve as Deputy Chief Executive
Officer until his cessation of service in December 31, 2019. During 2016 Mr. Arazi was appointed as Deputy CEO while continuing to carry the role of Chief Financial Officer. Mr. Arazi joined
Ceragon as CFO after a long, successful career with Amdocs where he managed the business relationship with a U.S. Tier 1 mobile operator and was responsible for hundreds of employees. Prior
to Amdocs, Mr. Arazi looked after the financial and growth activities of other high-tech companies in the telecommunications sector, including serving as CFO of Allot Communications and VP
of Finance at Verint. Mr. Arazi is a CPA and holds a B.A. degree in Economics and Accounting as well as an MBA degree focusing on Finance and Insurance, both from the Tel Aviv University.
Yuval Reina served as our Chief Operating Officer since September 2018 until his cessation of service on December 31, 2019. Before that he served as our Executive Vice President
Global Products and Services since joining Ceragon in 2015. Mr. Reina holds a B.Sc. (cum laude) in Electrical Engineering and a M.Sc. (summa cum laude) in Management from the Ben-Gurion
University.
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Flavio Perrucchetti served as our Regional President, Europe since 2015 and until his cessation of service on December 31, 2019. Mr. Perrucchetti joined Ceragon in August 2011 from
SIAE Microelettronica, where he was the Head of Sales & Marketing for Europe from 2007. Prior to that, he was engaged for more than 20 years in sales, marketing and management activities in
the telecommunications market, including as the Head of Sales for Europe & Key Accounts Manager for Italy for a major telecom service provider, and as Head of International Sales &
Marketing for a major microwave manufacturer where was responsible for Latin America, the Far East and Northern Europe. Mr. Perrucchetti holds a M.Sc. in Biology and also participated in
graduate studies in Environmental Chemistry at the Università degli Studi di Milano.
Arrangements Involving Directors and Senior Management
There are no arrangements or understandings of which we are aware relating to the election of our current directors or the appointment of current executive officers in our Company. In
addition, there are no family relationships among any of the individuals listed in this Section A (Directors and Senior Management).
B. Compensation
a) Aggregate Executive Compensation
During 2019, the aggregate compensation paid by us or accrued on behalf of all persons listed in Section A above (Directors and Senior Management), and other directors and executive
officers who served as such during the year 2019, including Messrs. Doron Arazi, Flavio Perrucchetti and Yuval Reina who ceased to serve in their positions on December 31, 2019, Mr. Chuck
Meyo who has ceased to serve at the Company on February 29, 2020, and Ms. Nurit Kruk-Zilca who ceased to serve in her position as of even date hereof (namely, March 31, 2020), consisted of
approximately $5.4 million in salary, fees, bonuses, commissions and directors’ fees and approximately $0.5 million in amounts set aside or accrued to provide pension, retirement or similar
benefits, but excluding amounts expended for automobiles made available to our officers, expenses (including business travel, professional and business association dues and expenses)
reimbursed to our officers and other fringe benefits commonly reimbursed under local practices or paid by companies in Israel (all the amounts were translated to USD based on exchange rate as
of December 31, 2019).
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We have a performance-based bonus plan, which includes our executive officers. The plan is based on our overall performance, the particular unit performance, and individual performance.
A non-material portion of the performance objectives of our executive officers are qualitative. The measurable performance objectives can change year over year, and are a combination of
financial parameters, such as revenues, booking, gross profit, regional operating profit, operating income, net income and collection. The plan of our executive officers is reviewed and approved
by our Compensation Committee and Board of Directors annually (and with respect to our CEO, also by our shareholders), as are any bonus payments to our executive officers made under such
plan.
Cash Compensation Our directors, other than Mr. Palti, are compensated in accordance with regulations promulgated under the Companies Law concerning the remuneration of external
directors (the “Remuneration Regulations”), as amended by the Israeli Companies Regulations (Relief for Companies with Shares Registered for Trade in a Stock Exchange Outside of Israel) (the
“Foreign Listed Regulations”). each of them is entitled to a cash compensation in accordance with the "fixed" amounts of the annual and participation fees, as set forth in the Remuneration
Regulations, based on the classification of the Company according to the amount of its capital, and to reimbursement of travel expenses for participation in a meeting, which is held outside of the
director’s place of residence; currently – the sum of NIS 69,051 (approximately $19,980) as an annual fee, the sum of NIS 2,570 (approximately $744) as an in-person participation fee, NIS 1,542
(approximately $446) for conference call participation and NIS 1,285 (approximately $372) for written resolutions. As the above-mentioned amounts are within the range between the fixed amounts
set forth in the Remuneration Regulations and the maximum amounts set forth in the Foreign Listed Regulations, they are exempt from shareholder approval, in accordance with the Israeli
Companies Regulations (Relief from Related Party Transactions) – 2000 (the "Relief Regulations"). These cash amounts are subject to an annual adjustment for changes in the Israeli consumer
price index and to an annual adjustment in accordance with the classification of the Company according to the size of its capital. For more information, please see “Remuneration of Directors”
and “The Share Option Plan” below and Note 14 to our consolidated financial statements included as Item 18 in this annual report.
Equity Compensation. In addition to the cash fees, as remuneration for their contribution and efforts as directors of the Company, and in line with the limitations set forth in our
Compensation Policy with respect to equity-based compensation for non-executive directors, our directors, other than Mr. Palti, receive annual equity grants with respect to their three-year terms
of service as directors, which was last approved to them by our shareholders on June 12, 2018, the date of the Company's 2018 Annual General Meeting of Shareholders (the “2018 AGM”), as
follows:
(i) Zohar Zisapel, our Chairman of the Board of Directors, received 150,000 options to purchase 150,000 Ordinary Shares, 50,000 of which were granted on the date of the 2018 AGM, an
additional 50,000 were granted upon the first anniversary of the 2018 AGM (i.e., on June 12, 2019), and the remaining 50,000 shall be granted upon the second anniversary of the 2018 AGM (i.e.,
on June 12, 2020), provided he is still a director of the Company at the time of such grant;
(ii) each of Yael Langer, Shlomo Liran, Avi Eizenman, Avi Berger and Meir Sperling, directors of the Company, received options to purchase 50,000 Ordinary Shares, one-third of which
(16,667 options) were granted on the date of the 2018 AGM, an additional one third (16,667 options) were granted upon the first anniversary of the 2018 AGM (i.e., on June 12, 2019), and the
remaining 16,666 options shall be granted on the second anniversary of the 2018 AGM (i.e., on June 12, 2020), provided he or she are still directors of the Company at the time of such grant.
The options granted each year vest on the date of grant and the exercise price is equal to the average closing price of the Company's Shares on the Nasdaq Global Select Market for the
period equal to thirty (30) consecutive trading days immediately preceding the date of grant. These grants are made under the Company's Amended and Restated Share Option and RSU Plan and
under the Capital Gains Route of Section 102(b)(2) of the Israeli Income Tax Ordinance (the "Ordinance"), except for the options granted to Zohar Zisapel, Chairman of the Board of Directors,
which are granted under Section 3(i) of the Ordinance.
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For clarification, the Company does not pay its President and CEO, Mr. Ira Palti, any compensation, in cash or equity, in connection with his service as a director of the Company.
During 2019, we granted to our directors and members of our senior management detailed in Section 6A, in the aggregate, options to purchase 809,045 ordinary shares and 49,115
restricted share units (“RSUs”) under our Amended and Restated Share Option and RSU Plan, with an exercise price that ranges from $2.25 to $4.21 per share. Options will expire 6 years after
their date of grant. As of December 31, 2019, there were a total of 4,053,242 outstanding options to purchase ordinary shares and 76,943 restricted share units that were held by our directors and
senior management detailed in Section 6A.
b) Individual Compensation of Office Holders
The following information describes the compensation of our five most highly compensated “officer holders” (as such term is defined in the Companies Law); with respect to the year
ended December 31, 2019. The five individuals for whom disclosure is provided are referred to herein as “Covered Office Holders.” All amounts specified below are in terms of cost to the
Company, translated to USD based on exchange rate as of December 31, 2019, and are based on the following components:
•
•
•
Salary Costs. Salary Costs include gross salary, benefits and perquisites, including those mandated by applicable law which may include, to the extent applicable to each Covered Office
Holder’s, payments, contributions and/or allocations for pension, severance, car or car allowance, medical insurance and risk insurance (e.g., life, disability, accidents), phone,
convalescence pay, relocation, payments for social security, and other benefits consistent with the Company’s guidelines.
Performance Bonus Costs. Performance Bonus Costs represent bonuses granted to the Covered Office Holder’s with respect to the year ended December 31, 2019, paid in accordance
with the Covered Office Holder’s performance of targets as set forth in his bonus plan, as well as a proportionate amount of a retention bonus that is related to the reported year, and
approved by the Company’s Compensation Committee and Board of Directors.
Equity Costs represent the expense recorded in our financial statements for the year ended December 31, 2019, with respect to equity-based compensation granted in 2019 and in
previous years. For assumptions and key variables used in the calculation of such amounts see note 2u of our audited consolidated financial statements.
•
•
•
•
•
Ira Palti – CEO. Salary Costs - $378,607; Performance Bonus Costs - $0; Equity Costs - $337,264
Doron Arazi – Deputy CEO. Salary Cost - $470,245; Performance Bonus Cost - $21,400; Equity Costs - $105,833.
Amit Ancikovsky – Regional President Latin America & Africa. Salary Costs - $324,000; Performance Bonus Costs - $136,493; Equity Costs - $83,850.
Charles Meyo – Regional President North America. Salary Costs - $323,886; Performance Bonus Costs - $148,465; Equity Costs -$62,417.
Flavio Perrucchetti – Regional President Europe. Salary Costs - $855,744; Performance Bonus Costs - $104,181; Equity Costs - $1,201.
Compensation Policy
Under the Companies Law, we are required to adopt a compensation policy, which sets forth company policy regarding the terms of office and employment of office holders, including
compensation, equity awards, severance and other benefits, exemption from liability and indemnification. Such compensation policy should take into account, among other things, providing
proper incentives to office holders, management of risks by the Company, the office holder’s contribution to achieving corporate objectives and increasing profits, and the function of the office
holder.
Our compensation policy (the “Compensation Policy”) is designed to balance between the importance of incentivizing office holders to reach personal targets and the need to assure
that the overall compensation meets our Company’s long-term strategic performance and financial objectives. The Compensation Policy provides our Compensation Committee and Board of
Directors with adequate measures and flexibility to tailor each of our office holder’s compensation package based, among other matters, on geography, tasks, role, seniority and capability.
Moreover, the Policy is intended to motivate our office holders to achieve ongoing targeted results in addition to high-level business performance in the long term, without encouraging
excessive risk taking.
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The Compensation Policy and any amendments thereto must be approved by the board of directors, after considering the recommendations of the compensation committee, and by a
special majority of our shareholders which should include (i) at least a majority of the shareholders who are not controlling shareholders and who do not have a personal interest in the matter,
present and voting (abstentions are disregarded), or (ii) the non-controlling shareholders and shareholders who do not have a personal interest in the matter who were present and voted against
the matter hold two percent or less of the voting power of the company ("Special Majority"). The Compensation Policy must be reviewed from time to time by the board and must be re-approved
or amended by the board of directors and the shareholders no less than every three years. If the Compensation Policy is not approved by the shareholders, the compensation committee and the
board of directors may nonetheless approve the policy, following further discussion of the matter and for detailed reasons.
Our Compensation Policy was originally approved by our shareholders in 2012 and was then revised in 2015 and again in the 2018 AGM.
C. Board Practices
Corporate Governance Practices
We are incorporated in Israel and therefore are generally subject to various corporate governance practices under the Companies Law, relating to matters such as external directors,
audit committee (hereinafter referred to as “Corporate Audit Committee”), compensation committee, internal auditor and approvals of interested parties’ transactions. These matters are in
addition to the ongoing listing conditions under the Nasdaq Rules and other relevant provisions of U.S. securities laws. Under applicable Nasdaq Rules, a foreign private issuer (such as the
Company) may generally follow its home country rules of corporate governance in lieu of the comparable Nasdaq Rules, except for certain matters such as composition and responsibilities of the
audit committee and the independence of its members. See Item 3. “KEY INFORMATION – Risk Factors – Risks Related to Operation in Israel - Being a foreign private issuer exempts us from
certain SEC requirements and Nasdaq Rules, which may result in less protection than is afforded to investors under rules applicable to domestic issuers.” For information regarding home
country rules followed by us see Item 16G. “CORPORATE GOVERNANCE.”
General Board Practices
Under the Company's Articles of Association, the Board of Directors is to consist of not less than five (5) and not more than nine (9) directors, unless otherwise determined by a
resolution of the Company's shareholders. Our Board of Directors presently consists of seven (7) members. The Board of Directors retains all the powers in managing our Company that are not
specifically granted to the shareholders. For example, for whatever purposes it deems fit, the Board may decide to borrow money or may set aside reserves out of our profits.
The Board of Directors may pass a resolution when a quorum is present, and by a vote of at least a majority of the directors present when the resolution is put to vote. A quorum is
defined as at least a majority of the directors then in office who are lawfully entitled to participate in the meeting but not less than two directors. The Chairman of the Board is elected and
removed by the board members. Minutes of the Board meetings are recorded and kept at our offices.
The Board of Directors may, subject to the provisions of the Companies Law, appoint a committee of the Board and delegate to such committee all or any of the powers of the Board, as
it deems appropriate. Notwithstanding the foregoing and subject to the provisions of the Companies Law, the Board may, at any time, amend, restate or cancel the delegation of any of its powers
to any of its committees. Our Board of Directors has appointed a Corporate Audit Committee under the Companies Law, a Financial Audit Committee under Nasdaq Rules, a Compensation
Committee and a Nomination Committee.
Our Articles of Association provide that any director may appoint as an alternate director, by written notice to us, any individual who is qualified to serve as director and who is not
then serving as a director or alternate director for any other director. An alternate director has all of the rights and obligations of a director, excluding the right to appoint an alternate for himself.
Currently no alternate directors serve on our Board.
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Terms and Skills of Directors
Our directors are generally elected at the annual general meeting of shareholders for a term ending on the date of the third annual general meeting following the general meeting at which
they were elected, unless earlier terminated in the event of such director’s death, resignation, bankruptcy, incapacity or removal. Accordingly, our currently serving directors, other than Mr. Meir
Sperling and Mr. Avi Berger, serve until the date of the 2021 annual general meeting of shareholders. Mr. Meir Sperling and Mr. Avi Berger, who served as external directors until we opted out of
the external director rules in accordance with the exemption provided under the Foreign Listed Regulations, serve until the earlier of (i) the end of the 2021 annual general meeting of shareholders,
or (ii) June 12, 2021. Information regarding the period during which each of our directors has served in that office can be found above under the heading “Directors and Senior Management.”
According to the Companies Law, a person who does not possess the skills required and the ability to devote the appropriate time to the performance of the office of director in a
company, taking into consideration, among other things, the special requirements and size of that company, shall neither be appointed as a director nor serve as a director in a public company. A
public company shall not summon a general meeting the agenda of which includes the appointment of a director, and a director shall not be appointed, unless the candidate has submitted a
declaration that he or she possesses the skills required and the ability to devote the appropriate time to the performance of the office of director in the company, that sets forth the
aforementioned skills and further states that the limitations set forth in the Companies Law regarding the appointment of a director do not apply in respect of such candidate.
A director who ceases to possess any qualification required under the Companies Law for holding the office of director or who becomes subject to any ground for termination of his/her
office must inform the company immediately and his/her office shall terminate upon such notice.
Independent Directors
Under the Nasdaq Rules, the majority of our directors are required to be independent. The independence standard under the Nasdaq Rules excludes, among others, any person who is:
(i) a current or former (at any time during the past three years) employee of the company or its affiliates; or (ii) an immediate family member of an executive officer (at any time during the past three
years) of the company or its affiliates.
In addition, under the Companies Law, an “independent director” is either an external director or a director appointed or classified as such who meets the same non-affiliation criteria as
an external director, as determined by the company’s audit committee, and who has not served as a director of the company for more than nine consecutive years. For these purposes, ceasing to
serve as a director for a period of two years or less would not be deemed to sever the consecutive nature of such director’s service. However, as our shares are listed on the Nasdaq Global Select
Market, we may also classify directors who qualify as independent directors under the relevant non-Israeli rules, as “independent directors” under the Companies Law. In addition, the Foreign
Listed Regulations provide that “independent directors” may be elected for additional terms that do not exceed three years each, beyond the nine consecutive years, provided that, if the director
is being re-elected for an additional term or terms beyond the nine consecutive years (i) the audit committee and board of directors must determine that, in light of the director’s expertise and
special contribution to the board of directors and its committees, the re-election for an additional term is to the company’s benefit; (ii) the director must be re-elected by the required majority of
shareholders and subject to the terms specified in the Companies Law.
Currently, four of our serving directors - Messrs. Shlomo Liran, Avi Berger, Meir Sperling and Avi Eizenman – qualify and serve as independent directors under Nasdaq Rules.
External Directors
Under the Companies Law, Israeli public companies are generally required to appoint at least two external directors. Each committee of a company’s board of directors, which is
authorized to exercise the board of directors’ authorities, is required to include at least one external director, and the corporate audit and compensation committees must include all of the external
directors. The Foreign Listed Regulations allow us, as a company whose shares are traded on Nasdaq, and does not have a controlling shareholder (within the meaning of the Companies Law) to
exempt ourselves from the requirement to have external directors on our Board of Directors and from related requirements imposed by the Companies Law concerning the composition of the audit
and compensation committees, provided that we continue to comply with the relevant U.S. securities laws and Nasdaq Rules applicable to U.S. domestic issuers, regarding the independence of
the Board and the composition of the audit and compensation committee.
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An external director who was elected to serve as such prior to the date on which the company opted to comply with the applicable U.S. securities laws and Nasdaq Rules governing the
appointment of independent directors and the composition of the audit and compensation committees, as set forth above, may continue to serve out his/her term as a non-external director on the
company’s board of directors until the earlier of (i) the end of his/her three year term, or (ii) the second annual general meeting following the company’s decision to comply with the said
applicable rules, without any further action on the part of the company or its shareholders. Such director may be elected to the board of directors by the company’s shareholders, but he/she
would now be elected as a “regular” director (not an external director) and his/her election would be no different than the election of any other director.
On August 12, 2019, our Board of Directors resolved that commencing on the day following the date of the 2019 Annual General Meeting of Shareholders, the Company would follow
the exemption from the requirement to have external directors on our Board, provided that it continues to meet the requisite requirements for said relief and unless the Board of Directors
determines otherwise. Accordingly, our two former-external directors, Mr. Meir Sperling and Mr. Avi Berger, ceased to serve as such as of September 17, 2019 (the 2019 Annual General Meeting
of Shareholders took place on September 16, 2019), and are now serving as our directors until the earlier of (i) the annual general meeting of shareholders to be held in 2021, or (ii) June 12, 2021
(which is the end of their three-year term of service), unless their service is earlier terminated in circumstanced referred to under the Companies Law or our Articles of Association.
Financial and Accounting Expertise. Pursuant to the Companies Law and regulations promulgated thereunder, the board of directors of a publicly traded company is required to make a
determination as to the minimum number of directors who must have financial and accounting expertise based, among other things, on the type of company, its size, the volume and complexity of
the company’s activities and the number of directors. A director with “accounting and financial expertise” is a director whose education, experience and skills qualify him or her to be highly
proficient in understanding business and accounting matters, thoroughly understand the Company’s financial statements and stimulating discussion regarding the manner in which financial
data is presented.
Currently, Mr. Shlomo Liran, who chairs the Financial Audit Committee, is one of our independent directors and considered a “financial expert” for the purposes of the Nasdaq Rules.
Mr. Shlomo Liran as well as Messrs. Zohar Zisapel, Avi Berger, Meir Sperling and Avi Eizenman satisfy the qualifications set forth for “accounting and financial expertise” as defined under the
Companies Law.
Remuneration of Directors
Directors’ remuneration is generally consistent with our compensation policy for office holders (see below) and generally requires the approval of the Compensation Committee, the
Board of Directors and the shareholders (in that order).
Notwithstanding the above, under special circumstances, the Compensation Committee and the Board of Directors may approve an arrangement that deviates from our compensation
policy, provided that such arrangement is approved by a special majority of the company’s shareholders, including (i) at least a majority of the shareholders, present and voting (abstentions are
disregarded), who are not controlling shareholders and who do not have a personal interest in the matter, or (ii) the non-controlling shareholders and shareholders who do not have a personal
interest in the matter who were present and voted against the matter hold two percent or less of the voting power of the Company.
According to the Remuneration Regulations, directors who are being compensated in accordance with such regulations are generally entitled to an annual fee, a participation fee for
board or committee meetings and reimbursement of travel expenses for participation in a meeting which is held outside of the director’s place of residence. The minimum, fixed and maximum
amounts of the annual and participation fees are set forth in the Remuneration Regulations, and are based on the classification of the Company according to the size of its capital. Remuneration
of a director who is compensated in accordance with the Remuneration Regulations, in an amount which is less than the fixed annual fee or the fixed participation fee, requires the approval of the
Compensation Committee, the Board of Directors and the shareholders (in that order). A company may compensate a director (who is compensated in accordance with the Remuneration
Regulations) in shares or rights to purchase shares, other than convertible debentures which may be converted into shares, in addition to the annual and the participation fees, and the
reimbursement of expenses, subject to certain limitations set forth in the Remuneration Regulations.
Additionally, according to the Relief Regulations, shareholders’ approval for directors’ compensation and employment arrangements is not required if both the compensation committee
and the board of directors resolve that either (i) the directors’ compensation and employment arrangements are solely for the benefit of the company or (ii) the remuneration to be paid to any
such director does not exceed the maximum amounts set forth in the Foreign Listed Regulations. Further, according to the Relief Regulations, shareholders’ approval for directors’ compensation
and employment arrangements is not required if (i) both the compensation committee and the board of directors resolve that such terms are not more beneficial than the former terms, or are
essentially the same in their effect, and are in line with the company’s compensation policy; and (ii) such terms are brought for shareholder approval at the next general meeting of shareholders.
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Neither we nor any of our subsidiaries have entered into a service contract with any of our current directors that provides for benefits upon termination of their service as directors.
For a full discussion of the remuneration paid to our directors see above in “B. Compensation a) Aggregate Executive Compensation.”
Committees of the Board of Directors
Financial Audit Committee
In accordance with the rules of the SEC under the Exchange Act and under Nasdaq Rules, we are required to have an audit committee consisting of at least three directors, each of whom
(i) is independent; (ii) does not receive any compensation from the Company (other than directors’ fees); (iii) is not an affiliated person of the Company or any of its subsidiaries; (iv) has not
participated in the preparation of the Company’s (or subsidiary’s) financial statements during the past three years; and (v) is financially literate and one of whom has been determined by the
board to be a financial expert. The duties and responsibilities of the Financial Audit Committee include: (i) recommending the appointment of the Company’s independent auditor to the Board of
Directors, determining its compensation and overseeing the work performed by it; (ii) pre-approving all services of the independent auditor; (iii) overseeing our accounting and financial reporting
processes and the audits of our financial statements; and (iv) handling complaints relating to accounting, internal controls and auditing matters. Nonetheless, under the Companies Law, the
appointment of the Company’s independent auditor requires the approval of the shareholders and its compensation requires the approval of our Board of Directors.
As of the date hereof, Messrs. Shlomo Liran, Avi Berger and Meir Sperling serve on our Financial Audit Committee, each of whom has been determined by the Board to meet the Nasdaq
Rules and SEC standards described above, and with Mr. Liran serving as chairman of such committee and as its financial expert. See Item 16A. “AUDIT COMMITTEE FINANCIAL EXPERT”
below. We have adopted an Audit Committee charter as required under the Nasdaq Rules.
Corporate Audit Committee
We maintain a Corporate Audit Committee which is our audit committee for the purposes of the Companies Law; the duties and responsibilities of our Corporate Audit Committee
include: (i) identifying of irregularities and deficiencies in the management of our business, in consultation with the internal auditor and our independent auditor, and suggesting appropriate
courses of action to amend such irregularities; (ii) reviewing and approving certain transactions and actions of the Company, including the approval of related party transactions that require
approval by the audit committee under the Companies Law; defining whether certain acts and transactions that involve conflicts of interest are material or not and whether transactions that
involve interested parties are extraordinary or not, and to approve such transactions; (iii) establishing procedures to be followed with respect to related party transactions with a “controlling
shareholder” (where such are not extraordinary transactions), which may include, where applicable, the establishment of a competitive process for such transaction, under the supervision of the
audit committee, or individual, or other committee or body selected by the audit committee, in accordance with criteria determined by the audit committee; (iv) determining procedures for
approving certain related party transactions with a “controlling shareholder”, which were determined by the audit committee not to be extraordinary transactions, but which were also determined
by the audit committee not to be negligible transactions, recommending the appointment of the internal auditor and its compensation to the Board of Directors; (v) examining the performance of
our internal auditor and whether it is provided with the required resources and tools necessary for him to fulfill its role, considering, inter alia, the Company’s size and special needs; (vi)
examining the independent auditor’s scope of work as well as his fees and providing its recommendations to the appropriate corporate organ; (vii) overseeing the accounting and financial
reporting processes of the Company; (viii) setting procedures for handling complaints made by the Company’s employees in connection with management deficiencies and the protection to be
provided to such employees; and (ix) performing such other duties that are or will be designated solely to the audit committee in accordance with the Companies Law and the Company’s Articles
of Association.
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The Corporate Audit Committee composition requirements referred to under Section 115 of the Companies Law are not applicable to the Company as the Board of Directors, as part of its
decision to opt out of the requirement to appoint external directors, as provided for under the Foreign Listed Regulations, also adopted relief from such composition requirements on the basis
that the Company complies, and will continue to comply, with the relevant U.S. securities laws and Nasdaq Rules applicable to U.S. domestic issuers, regarding the independence of the Board
and the composition of the audit and compensation committee.
As of the date hereof, Messrs. Shlomo Liran, Avi Berger and Meir Sperling serve on our Corporate Audit Committee, each of whom has been determined by the Board to meet the
Nasdaq Rules and SEC standards described under the Financial Audit Committee section above, and Mr. Berger serves as its chairman.
Compensation Committee
Under the Nasdaq Rules, the compensation payable to our executive officers must be determined or recommended to the board for determination either by a majority of the independent
directors on the board, in a vote in which only independent directors participate, or by a compensation committee consisting of at least two independent directors (as defined under the Nasdaq
Rules). Each compensation committee member must also be deemed by our Board of Directors to meet the enhanced independence requirements for members of the compensation committee
under the Nasdaq Rules, which requires, among other things, that our Board of Directors consider the source of each such committee member’s compensation in considering whether he or she is
independent.
According to the Companies Law, the board of directors of any Israeli public company must appoint a compensation committee, which is responsible for: (i) making recommendations to
the Board of Directors with respect to the approval of the compensation policy (see below) and any extensions thereto; (ii) periodically reviewing the implementation of the compensation policy
and providing the Board of Directors with recommendations with respect to any amendments or updates thereto; (iii) reviewing and resolving whether or not to approve arrangements with
respect to the terms of office and employment of office holders; and (iv) determining whether or not to exempt under certain circumstances a transaction with a candidate for CEO, who is not
affiliated with the Company or its controlling shareholders, from shareholder approval, and provided that the terms approved are consistent with the compensation policy. Under the Companies
Law, the Compensation Committee may need to seek the approval of the Board of Directors and the shareholders for certain compensation-related decisions. See “Item 6 - Directors, Senior
Management and Employees – B. Compensation.”
In addition, our Compensation Committee administers our Amended and Restated Share Option and RSU Plan. The Board has delegated to the Compensation Committee the authority to
grant options and RSUs under this plan and to act as the share incentive committee pursuant to this plan, provided that such grants are within the framework determined by the Board, and that
the grant of equity compensation to our office holders is also approved by our board.
The Compensation Committee composition requirements referred to under Section 118A of the Companies Law are not applicable to the Company as the Board of Directors, as part of its
decision to opt out of the requirement to appoint external directors, as provided for under the Foreign Listed Regulations, also adopted relief from such composition requirements on the basis
that the Company complies, and will continue to comply, with the relevant U.S. securities laws and Nasdaq Rules applicable to U.S. domestic issuers, regarding the independence of the Board
and the composition of the audit and compensation committee.
Messrs. Liran, Berger, Sperling and Eizenman serve on our Compensation Committee, each of whom meets the above-mentioned qualification requirements set forth under the Nasdaq
Rules, and Mr. Sperling serves as its chairman.
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Nomination Committee
The Nasdaq Rules require that director nominees be selected or recommended for the board’s selection either by a nomination committee composed solely of independent directors, or
by a majority of independent directors, in a vote in which only independent directors participate, subject to certain exceptions. Currently, Messrs. Shlomo Liran and Avi Eizenman, two of our
independent directors, are the members of our Nomination Committee, which recommends director nominees for our Board’s approval.
Approval of Office Holders Terms of Employment
The terms of office and employment of office holders (other than directors and the CEO) require the approval of the compensation committee and then of the board of directors, provided
such terms are in accordance with the company’s compensation policy. If terms of employment of such office holder are not in accordance with the compensation policy, then shareholder
approval is also required following the approval of the compensation committee and board of directors after having taken into account the various policy considerations and mandatory
requirements set forth in the Companies Law with respect to office holder compensation. However, in special circumstances the compensation committee and then the board of directors may
nonetheless approve such terms of office and employment, even if they were not approved by the shareholders, following a further discussion and for detailed reasoning. In addition, the Relief
Regulations provide that non-material changes to the terms of office of office holders who are subordinated to the company’s CEO will require only CEO approval, provided that the company’s
compensation policy includes a reasonable range for such non-material changes.
The terms of office and employment of a CEO, regardless of whether such terms conform to the company’s compensation policy, must be approved by the compensation committee, the
board of directors and then by a special majority of the shareholders, including: (i) a majority of the shareholders, , who are not controlling shareholders and who do not have a personal interest
in the matter, present and voting (abstentions are disregarded); or (ii) the non-controlling shareholders and shareholders who do not have a personal interest in the matter, who were present and
voted against the matter hold two percent or less of the voting power of the Company.
Notwithstanding the above, in special circumstances the compensation committee and then the board of directors may nonetheless approve compensation for the CEO, even if such
compensation was not approved by the shareholders, following a further discussion and for detailed reasoning. In addition, under certain circumstances, a company may be exempt from
receiving shareholder approval with respect to the terms of office and employment of a candidate for the position of CEO, provided that the candidate is not a director and that the terms of office
are compliant with the company’s compensation policy.
Amendment of existing terms of office and employment of office holders who are not directors, including chief executive officers, require the approval of the compensation committee
only, if the compensation committee determines that the amendment is not material.
The terms of office and employment of directors, regardless of whether such terms conform to the company’s compensation policy, must be approved by the compensation committee,
the board of directors and then by the shareholders, and, in case that such terms are inconsistent with the company’s compensation policy, such shareholders’ approval must be obtained by the
special majority detailed above with respect to the CEO.
However, and as referred to above with respect to remuneration of directors, according to the Relief Regulations, a company’s compensation committee and board of directors are
permitted to approve terms of office and employment of a CEO or of a director, without convening a general meeting of shareholders, provided however, that such terms: (i) are not more
beneficial than the former terms, or are essentially the same in their effect; (ii) are in line with the company’s compensation policy; and (iii) are brought for shareholder approval at the next general
meeting of shareholders. In addition, a company's compensation committee and board of directors are permitted to approve the terms of office of a director, without convening a general meeting
of shareholders, provided that such terms are only beneficial to the company or that such terms are in compliance with the terms set forth in the Remuneration Regulations.
Approval of Certain Transactions with Related Parties
The Companies Law requires the approval of the corporate audit committee or the compensation committee, thereafter, the approval of the board of directors and in certain cases the
approval of the shareholders, in order to effect specified actions and extraordinary transactions such as the following:
•
transactions with office holders and third parties, where an office holder has a personal interest in the transaction;
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•
•
employment terms of office holders; and
extraordinary transactions with controlling parties, and extraordinary transactions with a third party where a controlling party has a personal interest in the transaction, or any
transaction with the controlling shareholder or his relative regarding terms of service provided directly or indirectly (including through a company controlled by the controlling
shareholder) and terms of employment (for a controlling shareholder who is not an office holder). A “relative” is defined in the Companies Law as spouse, sibling, parent,
grandparent, descendant, spouse’s descendant, sibling or parent and the spouse of any of the foregoing.
Further, such extraordinary transactions with controlling shareholders require the approval of the corporate audit committee or the compensation committee, the board of directors and
the majority of the voting power of the shareholders present and voting at the general meeting of the company (not including abstentions), provided that either:
•
•
the majority of the shares of shareholders who have no personal interest in the transaction and who are present and voting, not taking into account any abstentions, vote in favor;
or
shareholders who have no personal interest in the transaction who vote against the transaction do not represent more than two percent of the aggregate voting rights in the
company.
The Companies Law extends the disclosure requirements applicable to an office holder (as detailed below) to a controlling shareholder in a public company. Any shareholder
participating in the vote on approval of an extraordinary transaction with a controlling shareholder must inform the company prior to the voting whether or not he or she has a personal interest in
the approval of the transaction, and if he or she fails to do so, his or her vote will be disregarded.
Further, such extraordinary transactions as well as any transactions with a controlling shareholder or his relative concerning terms of service or employment need to be re-approved
once every three years, provided however that with respect to certain such extraordinary transactions the corporate audit committee may determine that a longer duration is reasonable given the
circumstances related thereto and such extended period has been approved by the shareholders.
In accordance with regulations promulgated under the Companies Law, certain defined types of extraordinary transactions between a public company and its controlling shareholder(s)
are exempt from the shareholder approval requirements.
The approval of the corporate audit committee, followed by the approval of the board of directors and the shareholders, is required to effect a private placement of securities, in which
either: (i) 20% or more of the company’s outstanding share capital prior to the placement is offered, and the payment for which (in whole or in part) is not in cash, in tradable securities registered
in a stock exchange or not under market terms, and which will result in: (a) an increase of the holdings of a shareholder that holds 5% or more of the company’s outstanding share capital or
voting rights; or (b) will cause any person to become, as a result of the issuance, a holder of more than 5% of the company’s outstanding share capital or voting rights; or (ii) a person will
become a controlling shareholder of the company.
A “controlling party” is defined in the Israeli Securities Law and in the Companies Law, for purposes of the provisions governing related party transactions, as a person with the ability
to direct the actions of a company but excluding a person whose power derives solely from his or her position as a director of the company or any other position with the company, and with
respect to approval of transactions with related parties also a person who holds 25% or more of the voting power in a public company if no other shareholder owns more than 50% of the voting
power in the company, and provided that two or more persons holding voting rights in the company, who each have a personal interest in the approval of the same transaction, shall be deemed
to be one holder for the purpose of evaluating their holdings with respect to approvals of transactions with related parties.
Compensation committee approval is also required (and thereafter, the approval of the board of directors and in certain cases – the approval of the shareholders) to approve the grant of
an exemption from the responsibility for a breach of the duty of care towards the company, for the provision of insurance and for an undertaking to indemnify any office holder of the company;
see below under “Exemption, Insurance and Indemnification of Directors and Officers.”
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Duties of Office Holders and Shareholders
Duties of Office Holders
Fiduciary Duties. The Companies Law imposes a duty of care and a duty of loyalty on all office holders of a company, including directors. The duty of care requires an office holder to
act with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances, and requires office holders to use reasonable means to
obtain (i) information regarding the business advisability of a given action brought for the office holders’ approval or performed by the office holders by virtue of their position, and (ii) all other
information of importance pertaining to the aforesaid actions. The duty of loyalty includes avoiding any conflict of interest between the office holder’s position in the company and his personal
affairs, avoiding any competition with the company, avoiding the exploitation of any business opportunity of the company in order to receive personal advantage for himself or others, and
revealing to the company any information or documents relating to the company’s affairs which the office holder has received due to his position as an office holder.
The company may approve an action by an office holder from which the office holder would otherwise have to refrain due to its violation of the office holder’s duty of loyalty if: (i) the
office holder acts in good faith and the act or its approval is not to the detriment of the company, and (ii) the office holder discloses the nature of his or her interest in the transaction to the
company a reasonable time prior to the company’s approval.
Each person listed in the table above under “Directors and Senior Management” is considered an office holder under the Companies Law.
Disclosure of Personal Interests of 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 and documents known to him or her relating to any existing or proposed transaction by the company. If the transaction is an extraordinary transaction, the
office holder must also disclose any personal interest held by the office holder’s spouse, siblings, parents, grandparents, descendants, spouse’s siblings, parents and descendants and the
spouses of any of these people, or any corporation in which the office holder: (i) holds at least 5% of the company’s outstanding share capital or voting rights; (ii) is a director or chief executive
officer; or (iii) has the right to appoint at least one director or the chief executive officer. An extraordinary transaction is defined as a transaction that is either: (i) not in the ordinary course of
business; (ii) not on market terms; or (iii) likely to have a material impact on the company’s profitability, assets or liabilities.
In the case of a transaction which is not an extraordinary transaction, after the office holder complies with the above disclosure requirements, only board approval is required unless the
articles of association of the company provide otherwise. The transaction must not be adverse to of the company's interest. If a transaction is an extraordinary transaction, or concerns the terms
of office and employment, then, in addition to any approval stipulated by the articles of association, it must also be approved by the company’s audit committee (or with respect to terms of office
and employment, by the compensation committee) and then by the board of directors, and, under certain circumstances, by shareholders of the company.
A person with a personal interest in any matter may not generally be present at any audit committee, compensation committee or board of directors meeting where such matter is being
considered, and if he or she is a member of the committee or a director, he or she may not generally vote on such matter at the applicable meeting.
Duties of Shareholders
Under the Companies Law, a shareholder has a duty to: (i) act in good faith toward the company and other shareholders; and (ii) refrain from abusing his or her power in the company,
including, among other things, voting in a general meeting of shareholders with respect to the following matters: (a) any amendment to the articles of association; (b) an increase of the
company’s authorized share capital; (c) a merger; or (d) approval of interested party transactions which require shareholders’ approval.
In addition, any controlling shareholder, or any shareholder who knows that it possesses power to determine the outcome of a shareholder vote and any shareholder who, pursuant to
the provisions of a company’s articles of association, has the power to appoint or prevent the appointment of an office holder in the company, is under a duty to act with fairness towards the
company. The Companies Law does not describe the substance of this duty but states that the remedies generally available upon a breach of contract, will also apply in the event of a breach of
the duty of fairness, taking into account such shareholder’s position.
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Exemption, Insurance and Indemnification of Directors and Officers
The Companies Law provides that companies like ours may indemnify their officers and directors and purchase an insurance policy to cover certain liabilities, if provisions for that
purpose are included in their articles of association.
Our Articles of Association allow us to indemnify and insure our office holders to the fullest extent permitted by law.
Office Holders’ Exemption
Under the Companies Law, an Israeli company may not exempt an office holder from liability for a breach of his or her duty of loyalty, but may exempt in advance an office holder from
his or her liability to the company, in whole or in part, for a breach of his or her duty of care (except in connection with distributions), provided that the articles of association allow it to do so.
Our Articles of Association allow us to exempt our office holders to the fullest extent permitted by law.
Office Holders’ Insurance
Our Articles of Association provide that, subject to the provisions of the Companies Law, we may enter into a contract for the insurance of all or part of the liability imposed on our
office holder in respect of an act or omission performed by him or her in his or her capacity as an office holder, regarding each of the following:
•
•
a breach of his or her duty of care to us or to another person;
a breach of his or her duty of loyalty to us, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice our
interests;
• monetary liabilities or obligations imposed upon him or her in favor of another person; and/or
•
any other event, occurrence or circumstance in respect of which we may lawfully insure an office holder.
Without derogating from the aforementioned, subject to the provisions of the Companies Law and the Israeli Securities Law, we may also enter into a contract to insure an office
holder, in respect of expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder
or payment required to be made to an injured party, pursuant to certain provisions of the Israeli Securities Law.
Office Holder’s Indemnification
Our Articles of Association provide that, subject to the provisions of the Companies Law and the Israeli Securities Law, we may indemnify any of our office holders for an obligation or
expense specified below, imposed on or incurred by the office holder in respect of an act or omission performed in his or her capacity as an office holder, as follows:
•
•
a financial liability imposed on him or her in favor of another person by any judgment, including a settlement or an arbitration award approved by a court.
reasonable litigation expenses, including attorney’s fees, incurred by the office holder as a result of an investigation or proceeding instituted against him by a competent authority
which concluded without the filing of an indictment against him and without the imposition of any financial liability in lieu of criminal proceedings, or which concluded without the
filing of an indictment against him but with the imposition of a financial liability in lieu of criminal proceedings concerning a criminal offense that does not require proof of criminal
intent or in connection with a financial sanction (the phrases “proceeding concluded without the filing of an indictment” and “financial liability in lieu of criminal proceeding” shall
have the meaning ascribed to such phrases in section 260(a)(1a) of the Companies Law);
69
•
•
•
reasonable litigation expenses, including attorneys’ fees, expended by an office holder or charged to the office holder by a court, in a proceeding instituted against the office holder
by the Company or on its behalf or by another person, or in a criminal charge from which the office holder was acquitted, or in a criminal proceeding in which the office holder was
convicted of an offense that does not require proof of criminal intent;
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or
payment required to be made to an injured party, pursuant to certain provisions of the Securities Law; and/or
any other event, occurrence or circumstance in respect of which we may lawfully indemnify an office holder.
The Company may undertake to indemnify an office holder as aforesaid: (a) prospectively, provided that, in respect of the first act (financial liability) the undertaking is limited to events
which in the opinion of the Board of Directors are foreseeable in light of the Company’s actual operations when the undertaking to indemnify is given, and to an amount or criteria set by the
Board of Directors as reasonable under the circumstances, and further provided that such events and amount or criteria are set forth in the indemnification undertaking; and (b) retroactively.
Limitations on Insurance and Indemnification
The Companies Law provides that a company may not exempt or indemnify an office holder nor enter into an insurance contract which would provide coverage for any monetary liability
incurred as a result of any of the following:
•
•
•
•
a breach by the office holder of his or her duty of loyalty, except that the company may enter into an insurance contract or indemnify an office holder if the office holder acted in
good faith and had a reasonable basis to believe that the act would not prejudice the company;
a breach by the office holder of his or her duty of care, if such breach was intentional or reckless, but unless such breach was solely negligent;
any act or omission intended to derive an illegal personal benefit; or
any fine civil fine, financial sanction or monetary settlement in lieu of criminal proceedings imposed on such office holder.
In addition, under the Companies Law, exemption and indemnification of, and procurement of insurance coverage for, our office holders must be approved by our Compensation
Committee and our Board of Directors and, with respect to an office holder who is CEO or a director, also by our shareholders. However, according to the Relief Regulations, shareholders’ and
Board approvals for the procurement of such insurance coverage are not required if the insurance policy is approved by our Compensation Committee and: (i) the terms of such policy are within
the framework for insurance coverage as approved by our shareholders and set forth in our Compensation Policy; (ii) the premium paid under the insurance policy is at fair market value; and (iii)
the insurance policy does not and may not have a substantial effect on the Company’s profitability, assets or obligations.
Our Insurance and Indemnification
Indemnification letters, covering indemnification and insurance of those liabilities imposed under the Companies Law and the Israeli Securities Law, as discussed above, were granted to
each of our present office holders and were approved for any future office holders.
In addition, in accordance with an amendment made to our Compensation Policy in June 2018, we are currently entitled to hold directors' and officers' liability insurance policy for the
benefit of our office holders, with insurance coverage of up to $45 million and with an annual premium of up to $400,000, plus an additional annual premium of up to $180,000 for claims associated
with M&A transactions.
Insofar as indemnification for liabilities arising under Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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Administrative Enforcement
The Israeli Securities Law and the Companies Law include an administrative enforcement procedure to be used by the Israel Securities Authority (the “ISA”), to enhance the efficacy of
enforcement in the securities market in Israel, according to which the ISA is authorized to impose administrative sanctions, including monetary fines, against companies like ours and their
officers and directors for certain violations of the Israeli Securities Law or the Companies Law. This administrative enforcement procedure may be applied to any company or person (including
director, officer or shareholder of a company) performing any of the actions specifically designated as breaches of law under the Israeli Securities Law. Furthermore, the Israeli Securities Law
requires that the CEO of a company supervise and take all reasonable measures to prevent the company or any of its employees from breaching such law. The CEO is presumed to have fulfilled
such supervisory duty if the company adopts internal enforcement procedures designed to prevent such breaches, appoints a representative to supervise the implementation of such procedures
and takes measures to correct the breach and prevent its reoccurrence.
As detailed above, under the Israeli Securities Law, a company cannot obtain insurance against or indemnify a third party (including its officers and/or employees) for any administrative
procedure and/or monetary fine (other than for payment of damages to an injured party). The Israeli Securities Law permits insurance and/or indemnification for expenses related to an
administrative procedure, such as reasonable legal fees, provided that it is permitted under the company’s articles of association.
We have adopted and implemented an internal enforcement plan to reduce our exposure to potential breaches of sections in the Companies Law and in the Israeli Securities Law
applicable to us. Our Articles of Association and letters of indemnification permit, among others, insurance and/or indemnification as contemplated under the Israeli Securities Law (see
“Exemption, Insurance and Indemnification of Directors and Officers” above).
Internal Auditor
Under the Companies Law, the board of directors of a public company must appoint an internal auditor proposed by the corporate audit committee (see under “Committees of the Board
of Directors” – “Corporate Audit Committee”, above). The internal auditor may be an employee of the company but may not be an interested party, an office holder or a relative of the foregoing,
nor may the internal auditor be the company’s independent accountant or its representative. The role of the internal auditor is to examine, among other things, whether the company’s actions
comply with applicable law, integrity and orderly business procedure. The internal auditor has the right to request that the chairman of the corporate audit committee convene a corporate audit
committee meeting, and the internal auditor may participate in all corporate audit committee meetings. The internal auditor’s tenure cannot be terminated without his or her consent, nor can he or
she be suspended from such position unless the board of directors has so resolved after hearing the opinion of the corporate audit committee and after providing the internal auditor with the
opportunity to present his or her position to the board of directors and to the corporate audit committee.
We have appointed the firm of Chaikin, Cohen, Rubin & Co., Certified Public Accountants (Isr.) as our internal auditor. Our internal auditor meets the independence requirements of the
Companies Law, as detailed above.
D. Employees
As of December 31, 2019, we had 1,042 employees worldwide. Among our employees, 209 were employed in research, development and engineering, 551 in sales and marketing including
supporting functions, 81 in management and administration and 116 in operations. Out of our employees, 334 were based in Israel, 44 were based in the United States, 207 were based in EMEA
(not including Israel), 204 were based in Latin America and 139 were based in Asia Pacific.
In addition, during 2019 we have employed an average of 157 temporary employees, primarily in India, supporting the projects we have won in this country. Most of the costs of these
temporary employees were included in the cost of revenues in our financial statement.
We and our Israeli employees are not parties to any collective bargaining agreements. However, with respect to such employees, we are subject to Israeli labor laws, regulations and
collective bargaining agreements applicable to us by extension orders of the Israeli Ministry of Social Affairs and Social Services, as are in effect from time to time. Generally, we provide our
employees with benefits and working conditions above the legally required minimums.
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Israeli law generally and applicable extension orders require severance pay upon the retirement or death of an employee or termination without due cause, payment to pension funds or
similar funds in lieu thereof and require us and our employees to make payments to the National Insurance Institute, which is similar to the U.S. Social Security Administration. Such amounts also
include payments by the employee for mandatory health insurance.
Substantially all our employment agreements include employees’ undertakings with respect to non-competition, assignment to us of intellectual property rights developed in the course
of employment and confidentiality. However, it should be noted that the enforceability of non-competition undertakings is rather limited under the local laws in certain jurisdictions, including
Israel.
To date, we have not experienced labor-related work stoppages and believe that our relations with our employees are good.
The employees of our other subsidiaries are subject to local labor laws and regulations that vary from country to country. In certain locations such as Brazil and Norway we are a party
to collective bargaining agreements.
Share Ownership
The following table sets forth certain information regarding the ordinary shares owned, and stock options held, by our directors and senior management as of March 24, 2020. The
percentage of outstanding ordinary shares is based on 80,852,309 ordinary shares outstanding as of March 24, 2020.
Name
Zohar Zisapel(3)
Ira Palti
All directors and senior management as a group consisting of 24
people(4)
Number of
Ordinary Shares(1)
10,543,885
1,018,754
12,813,137
Percentage of
Outstanding
Ordinary Shares
13.04
1.26
15.85
Number of Stock
Options Held(2)
Exercise price of
Options
Number of RSUs
Held(2)
300,000
1,375,000
$
$
2.02 - 11.10
2.06 - 13.04
-
-
3,716,867
$
1.14 - 13.04
68,276
(1) Consists of ordinary shares and options to purchase ordinary shares which are vested or shall become vested within 60 days of March 24, 2020.
(2) Each stock option is exercisable into one ordinary share and expires between 6 and 10 years from the date of its grant. Of the number of stock options listed, 300,000, 1,018,754 and 2,569,252
options, are vested or shall become vested within 60 days of March 24, 2020 for Mr. Zisapel, Mr. Palti and all directors and senior management as a group, respectively. No RSUs are
expected to vest within 60 days of March 24, 2020.
(3) The number of ordinary shares held by Zohar Zisapel includes (i) 5,494,015 ordinary shares held by Mr. Zohar Zisapel, (ii) 2,231,153 ordinary shares held by Lomsha Ltd., an Israeli company
wholly owned by Mr. Zohar Zisapel, (iii) 2,500,000 ordinary shares held by Michael & Klil Holdings (93) Ltd. an Israeli company, wholly owned by Mr. Zohar Zisapel, (iv) 18,717 ordinary
shares held by RAD Data Communications Ltd., an Israeli company of which Mr. Zisapel is a principal shareholder and a director, and (v) 300,000 ordinary shares issuable upon exercise of
options, with an average exercise price per share of $5.07, expiring between the years 2020 and 2025. This information is based on information provided to the Company by Mr. Zohar
Zisapel.
(4) Each of the directors and senior management other than Messrs. Zohar Zisapel and Ira Palti, beneficially owns less than 1% of the outstanding ordinary shares as of March 24, 2020
(including options held by each such person and which are vested or shall become vested within 60 days of March 24, 2020) and have therefore not been separately listed.
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Stock Option Plan
The Amended and Restated Share Option and RSU Plan
In September 2003, our shareholders approved and adopted our 2003 share option plan, designed to grant options pursuant to Section 102 or 3(i) of the Ordinance, and to be a “qualified
plan” as defined by U.S. tax law. Our worldwide employees, directors, consultants and contractors are eligible to participate in this plan. Our Compensation Committee of our Board of Directors
administers the plan. Generally, options granted under this plan expire between six to ten years from the date of grant. In addition, our Board of Directors has sole discretion to determine, in the
event of a transaction with another corporation, as defined in the plan, that each option shall either: (i) be substituted for an option to purchase securities of the other corporation; (ii) be
assumed by the other corporation; or (iii) automatically vest in full. In the event that all or substantially all of the issued and outstanding share capital of the company shall be sold, each option
holder shall be obligated to participate in the sale and to sell his/her options at the price equal to that of any other share sold.
In September 2010, our Board of Directors amended the share option plan so as to enable the grant of RSUs pursuant to such plan (the “Amended and Restated Share Option and RSU
Plan”, or “the Plan”).
In December 2012, our Board of Directors extended the Plan for an additional ten-year period through December 31, 2022. The Plan has been approved by the Israeli Tax Authority as
required by applicable law. The following tables present information regarding option and RSU grants under the Plan as of December 31, 2019.
Cumulative Ordinary Shares Reserved for Option
and RSU Grants (1)
24,895,688
Remaining Reserved Shares Available for Option and
RSU Grants
1,273,936
Options and RSUs
Outstanding (2)
7,449,223
Weighted Average Exercise Price (3)
$
3.71
(1) Total of 2,230,871 relates to RSU grants and 22,664,817 relates to options grants
(2) Total of 373,623 relates to RSUs outstanding and 7,075,600 relates to options outstanding
(3) Weighted average price refers only to options
The following table presents certain option and RSU grant information concerning the distribution of options and RSUs (granted under the Plan) among directors and employees of the
Company as of December 31, 2019:
Directors and senior management
All other grantees
Amendment of the Plan
Options and RSUs
Outstanding
Unvested Options
and RSUs
4,130,185
3,319,038
1,490,460
1,390,010
Subject to applicable law, our Board of Directors may amend the Plan, provided that any action by our Board of Directors which will alter or impair the rights or obligations of an option
holder requires the prior consent of that option holder. Our board last amended the Plan in August 2014, extending the authority originally granted to our Compensation Committee to provide
grantees, in their notice of grant, with a “Double Trigger” acceleration mechanism upon the occurrence of certain events.
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ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
The following table sets forth stock ownership information as of March 24, 2020 (unless otherwise noted below) with respect to each person who is known by us to be the beneficial
owner of more than 5% of our outstanding ordinary shares, based on information provided to us by the holders or disclosed in public filings with the SEC.
Except where otherwise indicated, and except pursuant to community property laws, we believe, based on information furnished by such owners, that the beneficial owners of the
ordinary shares listed below have sole investment and voting power with respect to such shares. The shareholders listed below do not have any different voting rights from any of our other
shareholders. We know of no arrangements which would, at a subsequent date, result in a change in control of our company.
Total shares beneficially owned in the table below include shares that may be acquired upon the exercise of options that are exercisable within 60 days. The shares that may be issued
under these options are treated as outstanding only for purposes of determining the percent owned by the person or group holding the options but not for the purpose of determining the
percentage ownership of any other person or group. Each of our directors and officers who is also a director or officer of an entity listed in the table below disclaims ownership of our ordinary
shares owned by such entity.
Name
Zohar Zisapel (3)
Joseph D. Samberg (4)
Number of
Ordinary Shares(2)
10,543,885
8,100,065
Percentage of
Outstanding
Ordinary Shares
(1)
13.04%
10.02%
(1) Based on 80,852,309 ordinary shares outstanding as of March 24, 2020.
(2) Consists of ordinary shares and options to purchase ordinary shares, which are vested or shall become vested within 60 days as of March 24, 2020.
(3) Zohar Zisapel’s address is 24 Raoul Wallenberg St., Tel Aviv 69719, Israel. The ordinary shares held by Zohar Zisapel includes (i) 5,494,015 ordinary shares held by Mr. Zohar Zisapel,
(ii) 2,231,153 ordinary shares held by Lomsha Ltd., an Israeli company wholly owned by Mr. Zohar Zisapel, (iii) 2,500,000 ordinary shares held by Michael & Klil Holdings (93) Ltd. an
Israeli company, wholly owned by Mr. Zohar Zisapel, (iv) 18,717 ordinary shares held by RAD Data Communications Ltd., an Israeli company of which Mr. Zisapel is a principal
shareholder and a director, and (v) 300,000 ordinary shares issuable upon exercise of options, with an average exercise price per share of $5.07, expiring between the years 2020 and 2025.
This information is based on information provided to the Company by Mr. Zohar Zisapel.
(4) Joseph D. Samberg’s address is 1091 Boston Post Road, Rye, NY 10580.
As of March 24, 2020, approximately 97% of our ordinary shares were registered for trade and held in the United States and there were 26 record holders with addresses in the United
States. These numbers are not representative of the number of beneficial holders of our shares nor are they representative of where such beneficial holders reside due to the fact that many of
these ordinary shares were held of record by brokers or other nominees (including one U.S. nominee company, CEDE & Co., which held approximately 96.9% of our outstanding ordinary shares
as of said date).
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Related Party Transactions
Zohar Zisapel, the Chairman of our Board of Directors and a principal shareholder of our company, beneficially owns 13.04% of our ordinary shares as of March 24, 2020. Yehuda
Zisapel, the brother of Zohar Zisapel, is also a shareholder, who together with Nava Zisapel beneficially owns 4.43% of our ordinary shares as of March 24, 2020. Zohar and Yehuda Zisapel do
not vote as a group and do not have a voting agreement. Yehuda and Nava Zisapel have an agreement, which provides for certain coordination in respect of sales of shares of our company as
well as for tag along rights with respect to off-market sales of our company’s shares.
Zohar Zisapel is the Chairman of the board of, and holds shares in, RADWIN Ltd., RADIFLOW Ltd., Hailo Technologies Ltd. and Hi Auto Ltd.. He also serves as a director in the
following companies, in a few of which he holds shares: RADCOM Ltd., NUANCE HEARING Ltd., RAD Data Communications Ltd., Packetlight Networks Ltd., CyberInt Technologies
Ltd.,.,DriveU Tech Ltd. and Cylus Ltd.; and several other private holdings and real estate. Zohar Zisapel also holds more that 5% of the shares of the following companies: Satixfy Ltd., Nucleix
Ltd., Silicom Ltd., Vascular Grafts Solutions Ltd., Perflow Ltd., Vectorious Ltd., Sanoculis Ltd., Innoviz Ltd. and Varada Ltd. The above list does not constitute a complete list of Zohar Zisapel’s
holdings.
Yehuda Zisapel holds shares and serves as a director in a few of the above-mentioned companies, as well as in additional companies, including: RADWARE Ltd., Bynet Data
Communications Ltd., Bynet Electronics Ltd., Bynet Semech (Outsourcing) Ltd., Bynet Systems Applications Ltd., Ab-Net Communications Ltd., Bynet Software Systems Ltd., Internet Bynat
Ltd., SecurityDam Ltd., Bynat Business Ltd, CloudRide Ltd. and several other private holdings, real estate and medical devices companies. The above list does not constitute a complete list of
Yehuda Zisapel’s holdings.
Some of the companies referred to above are known as the “RAD-BYNET Group”, a group of independent companies. Members of the RAD-BYNET Group sometimes share expenses
with us, on an as-needed basis, for information systems infrastructure, administrative services, medical insurance, as well as in connection with logistics services, such as transportation and
cafeteria facilities - all by arm’s length transactions. In addition, the Company purchases certain equipment, other services, software and licenses from members of the RAD-BYNET Group. The
aggregate amount of such purchases and shared expenses in 2019 was approximately $2.3 million.
We, as well as other companies of the RAD-BYNET Group, may market through the same distribution channels. In addition, the Company markets and sells some products of other
members of the RAD-BYNET Group, which are complementary to our products, while some members of the RAD-BYNET Group market and sell part of our products, which are complimentary to
their products. Certain products of members of the RAD-BYNET Group may be used in place of (and thus may be deemed to be competitive with) our products.
Ms. Yael Langer, one of our directors, acts as general counsel for several RAD-BYNET Group companies and serves as a director in RADWARE Ltd.
We generally ascertain the market prices for goods and services that can be obtained at arms’ length from unaffiliated third parties before entering into any transaction with a related
party. In addition, all of our related-party transactions with members of the RAD-BYNET Group are approved by our Corporate Audit Committee and then by our Board of Directors. As a result,
we believe that the terms of the transactions in which we have engaged, and are currently engaged with other members of the RAD-BYNET Group are beneficial to us and no less favorable to us
than terms, which might be available to us from unaffiliated third parties. Any future transaction and arrangement with entities in which our office holders may have a personal interest will require
approval by our Corporate Audit Committee, our Board of Directors and, if applicable, our shareholders.
During 2018, the Company signed commercial agreements with Orocom, a new operator in Peru, to provide broadband connectivity in rural regions. The Peruvian Government (“Fitel”)
chose Orocom for the deployment of transport and broadband access networks in three of six regions in Peru. Orocom is owned by a consortium of companies, comprising of telecommunications
license holders as well as companies with expertise in fiber-based technologies.
After signing the commercial agreements mentioned above and an operating agreement with Orocom and its shareholders, the Company provided, in the second quarter of 2018, bank
guarantees amounting to $29.1 million, on behalf of Orocom to Fitel. During the first quarter of 2020 the bank guarantees were returned to the Company. For more details concerning the Fitel
project and the bank guarantees provided on behalf of Orocom to Fitel, please see Item 18. FINANCIAL STATEMENTS – “Notes to Consolidated Financial Statements” Note 11 and Note 18.
The Company and Orocom are currently discussing the effect of the return of the bank guarantees.
As part of the operating agreement with Orocom, the Company has two seats in Orocom’s board of directors, which comprise half of Orocom’s board seats, as well as other protective
rights in Orocom, which rights are currently discussed in connection with the guaranties return. As a result, Orocom and its shareholders were defined as “related companies” of Ceragon. During
2018 and 2019, Amitel Perú Telecomunicaciones S.A.C. (“Amitel”) - one of Orocom’s shareholders and a partner in the Fitel project – won tenders of Ceragon for the provision of site surveys
services as well as installation and commissioning services under framework agreements in the sums of up to approximately $ 490,000 and $ 900,000, respectively.
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In December 2018, we purchased 14% (11% on a fully dilutes basis) of the share capital of Compass Networks LTD (“Compass”) for a consideration of $ 833,333. As of December 31,
2019, the Company holds 11% (7% on a fully diluted basis) of the share capital of Compass. The investment was accounted for based on the equity method. For more details concerning
Compass, please see Item 18. FINANCIAL STATEMENTS – “Notes to Consolidated Financial Statements” Note 1b and Note 18.
Lease Arrangements
We lease most of our office space for our current headquarters and principal administrative, finance, marketing and sales operations from real estate holding companies controlled by
Yehuda and Zohar Zisapel. The leased facility, located in Tel Aviv, Israel is approximately 59,300 square feet of office space and approximately 4,000 square feet of warehouse space. The leases
for this facility will expire at the end of December 2020. In 2019, the aggregate amount of rent and maintenance expenses related to these properties was approximately $1. 9 million.
Supply Arrangement
We purchase products from certain RAD-BYNET Group companies, which we integrate into our products or product offerings. The aggregate purchase price of these components in
2019 was approximately $0.2 million.
Sales Arrangement
We sell products through RAD-BYNET Group companies, which they integrate into their products or product offerings. The aggregate selling price of these components in 2019 was
approximately $0.2 million.
Registration Rights
In connection with the private placement of preferred shares before our initial public offering in August 2000, several of our shareholders were granted registration rights with respect to
ordinary shares that were converted from preferred shares immediately prior to the completion of our initial public offering. The registration rights were granted to each of:
•
•
the holders of the ordinary shares resulting from the conversion of such preferred shares; and
Yehuda Zisapel and Zohar Zisapel.
Under the registration rights agreement, each of these shareholders has the right to have its ordinary shares included in certain of our registration statements.
ITEM 8.
FINANCIAL INFORMATION
Consolidated Statements and Other Financial Information
The annual financial statements required by this Item are found at the end of this annual report, beginning on Page F-1.
Export Sales
In 2019, our sales to end users located outside of Israel amounted to $282.7 million, or 99.0% of our $285.6 million revenues for this year.
Legal Proceedings
On January 5, 2015, a motion to approve a purported class action, naming the Company, its CEO and its directors as defendants, was filed with the District Court of Tel-Aviv (Economic
Department), on behalf of holders of ordinary shares, including those who purchased shares during the period following the Company’s follow on public offering in July 2014 (the “Motion”).
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The purported class action is based on Israeli law and alleges breaches of duties by the Company and its management on account of false and misleading statements in the Company’s
SEC filings and public statements, during the period between July and October 2014. The plaintiff’s principal claim is that immediately prior to the follow on public offering, the defendants
presented misleading guidance concerning the expected financial results for the third quarter of 2014, indicating an anticipated improvement in the rate of gross profit based on orders which were
already received by the Company at the time of such presentation. Although the plaintiff admits that, in accordance with the actual results for the third quarter, the Company did meet the
guidance as far as revenues were concerned, the actual rate of gross profit turned out to be much lower than the one anticipated. Plaintiff argues that at the time such guidance was presented by
the defendants, they already knew, or should have known, that it was incorrect. The plaintiff seeks specified compensatory damages in a sum of up to $75,000,000, as well as attorneys’ fees and
costs.
The Motion was served to the Company on January 6, 2015 and the Company filed its response on June 21, 2015. On October 22, 2015, the plaintiff filed a request for discovery of
specific documents. The Company filed its response to the plaintiffs’ request for discovery on January 25, 2016, and the plaintiffs submitted their response on February 24, 2016. On June 8, 2016,
the District Court partially accepted the plaintiff’s request for discovery and ordered the Company to disclose some of the requested documents. The Company’s request to appeal this decision
was denied by the Supreme Court on October 25, 2016, and the Company disclosed the required documents to the plaintiffs. The plaintiffs filed their reply to the Company’s response to the
Motion on April 2, 2017.
In May 2017 the Company filed two requests: the first, requesting to dismiss the Plaintiff’s response to the Company’s defense, or, alternatively, to allow the Company to respond to it;
the second, to first hear the Company’s claims with regards to the legal question of the governing law. A preliminary hearing was held on May 22, 2017, where the court set dates for response to
the Company’s above-mentioned requests and for evidence hearings. On July 17, 2017, the court allowed the Company to respond to the plaintiff’s response and on July 29, 2017 the Court
denied the Company’s second request. The Company filed its response to the plaintiff’s response on September 18, 2017.
On October 2, 2017, the plaintiff filed a request to summon our Chairman of the Board, Mr. Zisapel, and our CEO, Mr. Palti, to the upcoming evidence hearing. The Company filed its
response to this request on October 26, 2017; and the plaintiff filed its reply to Company’s response.
The first evidence hearing took place on November 2, 2017. During this hearing the Company agreed to consider summoning to the second evidence hearing one of the above-
mentioned Company’s officers, and on November 8, 2017, the Company advised the court that it agrees that Mr. Palti will be summoned to the next evidence hearing. The second and final
evidence hearing took place on January 8, 2018.
The Plaintiff submitted his summaries on March 21, 2018. The Company and its officers submitted their summaries on June 12, 2018; The Plaintiff submitted his reply summaries on
September 5, 2018.
On October 4, 2018, an interim decision regarding dual listed companies, which corresponds with the Company’s arguments in this case, was rendered by the Supreme Court of Israel.
This Supreme Court’s decision upholds two recent rulings of the District Court of Tel-Aviv (Economic Department), which determined that all securities litigation regarding dual listed companies
should be determined only in accordance with US law. One of these District Court rulings dismissed a motion to approve a class action, on the sole basis that the motion relied on Israeli law. The
Israeli Supreme Court issued its final ruling in that case on October 16th, 2018 and repeated its principle decision to accept the District Court’ rulings regarding application of US law to claims
regarding dual listed companies.
In light of the above decision, on October 15, 2018, the Plaintiff requested from District Court to add a plea to his summaries. The District Court has approved and gave the Company the
right to reply, and the Company’s response was submitted on December 4, 2018. Plaintiff’s reply was submitted on December 26, 2018.
On April 14, 2019, the court rendered a decision resolving that according to the Supreme Court’s ruling, examination of the legal questions on which the Motion was based should be
determined under U.S. law. Therefore, the court allowed the plaintiff to amend its Motion within 45 days, so that it would include an expert opinion regarding U.S. law, and an argument regarding
U.S. law implementation in the specific circumstances. The court also decided that the amendment of the Motion is subject to the plaintiff’s payment of 40,000 NIS to the Company.
On September 23, 2019, the plaintiff filed an amended Motion (the “Amended Motion”), which includes an expert opinion regarding U.S. Federal law. The Amended Motion also
includes lengthy arguments that were added on top of the original Motion, specifically, in reference to discovery proceedings and evidence hearings that were held as part of the original Motion.
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On December 30, 2019, the Company submitted a motion to dismiss the Amended Motion. The Company alleged that the Amended Motion includes new causes of action, and
specifically that the addition of legal causes of action according to U.S. Federal law, cannot be filed due to the specific statute of limitations in the matter according to U.S. Federal law.
On January 20, 2020, the plaintiff filed its response. The Company responded to plaintiff’s response on February 20, 2020. The Company is currently awaiting the Court’s decision in its
motion to dismiss the Amended Motion.
The Company believes that it has strong arguments to support dismissal of the Amended Motion, and that the District Court should accept the Company’s motion to dismiss.
Furthermore, the Company believes that it has a strong defense against the allegations referred to in the Motion and that the District Court should deny it.
We are not a party to any other material legal proceedings.
Dividends
We have never declared or paid any dividend on our ordinary shares except for the share dividend that was paid as a result of a 250-for-1 share recapitalization that took place
immediately prior to our initial public offering. To date, we do not anticipate paying any dividends on our ordinary shares in the future. We currently intend to retain all future earnings to finance
our operations and to expand our business. In connection with the 2013 credit facility, we undertook not to distribute dividends (unless certain terms are met) without the Lender’s prior written
consent.
Significant Changes
See Item 5. “OPERATING AND FINANCIAL REVIEW AND PROSPECTS -Liquidity and Capital Resources” for a description of the February 2018 and March 2018 amendments to the
credit facility.
ITEM 9.
THE OFFER AND LISTING
Offer and Listing Details
Our ordinary shares are listed on the Nasdaq Global Select Market under the symbol “CRNT”.
ITEM 10. ADDITIONAL INFORMATION
Memorandum and Articles of Association – General
A description of our Memorandum and Articles of Association was previously provided in our registration statement on Form F-1 (Registration Statement 333-12312) filed with the SEC
on August 3, 2000, and is incorporated herein by reference. The Memorandum and Articles of Association - as amended in October 2007, September 2011, December 2012, July 2014 and
September 2016 - were previously provided in our annual reports on Form 20-F for the years 2007, 2011, 2012, 2014 and 2016, respectively, and are incorporated herein by reference.
In July 2014, we revoked our Memorandum pursuant to procedures provided by Israeli law; a detailed description of such procedure was previously provided in our annual report on
Form 20-F for the year 2014 and is incorporated herein by reference.
Articles of Association
Objects and purposes
Our registration number with the Israeli Registrar of Companies is 51-235244-4. Our purpose as set forth in article 1 to our Articles of Association is to engage, directly or indirectly, in
any lawful undertaking or business whatsoever.
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Meetings of Shareholders, Quorum and Voting Rights
According to the Companies Law and our Articles of Association, an annual general meeting of our shareholders shall be held once every calendar year, provided it is within a period of
not more than fifteen (15) months after the preceding annual general meeting. Our Board of Directors may, whenever it deems fit, convene a special general meeting at such time and place as may
be determined by the board, and, pursuant to the Companies Law, must convene a meeting upon the demand of: (a) two directors or one quarter of the directors in office; or (b) the holder or
holders of: (i) 5% or more of the Company’s issued share capital and one percent 1% or more of its voting rights; or (ii) 5% or more of the Company’s voting rights. If the Board of Directors does
not convene a meeting upon a valid demand of any of the above then the persons who made the demand, and in the case of shareholders, part of such demanding shareholders holding at least
half of the voting rights of such demanding shareholders, may convene a meeting of the shareholders to be held within three months of the demand. Alternatively, upon petition by the
individuals making the demand, a court may order that a meeting be convened.
The Chairman of the Board of Directors, or any other director or office holder of the Company who may be designated for this purpose by the Board of Directors, shall preside as
Chairman at every general meeting of the Company. If there is no such Chairman, or if at any meeting such Chairman is not present within fifteen (15) minutes after the time fixed for holding the
meeting or is unwilling to act as Chairman, the members present shall choose someone of their number to be Chairman. The office of Chairman shall not, by itself, entitle the holder thereof to vote
at any general meeting nor shall it entitle such holder to a second or casting vote (without derogating, however, from the rights of such Chairman to vote as a shareholder or proxy of a
shareholder if, in fact, he is also a shareholder or such proxy).
Pursuant to the Companies Law and the regulations promulgated pursuant to the Companies Law and governing the terms of notice and publication of shareholder meetings of public
companies, shareholder meetings generally require prior notice of not less than 21 days, and not less than 35 days in certain cases. Pursuant to the Articles of Association, we are not required to
deliver or serve notice of a general meeting or of any adjournments thereof to any shareholder. However, subject to applicable law and stock exchange rules and regulations, we will publicize the
convening of a general meeting in any manner reasonably determined by us, and any such publication shall be deemed duly made, given and delivered to all shareholders on the date on which it
is first made, posted, filed or published in the manner so determined by us in our sole discretion.
The function of the general meeting is to elect directors, receive and consider the profit and loss account, the balance sheet and the ordinary reports and accounts of the directors and
auditors, appoint auditors, approve certain interested party transactions requiring general meeting approval as provided in the Companies Law, approve the Company’s merger, exercise of the
powers of the Board of Directors if the Board of Directors is unable to exercise its powers and the exercise of any of its powers is vital for our proper management, approve amendments of our
Articles of Association and transact any other business which under our Articles of Association or applicable law may be transacted by the shareholders of the Company in a general meeting.
Under our Articles of Association, the quorum required for a meeting of shareholders consists the presence, in person or by proxy, of at least two shareholders holding shares
conferring in the aggregate twenty five percent (25%) or more of the voting power of the Company. If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if convened by the Board of Directors upon the demand of shareholders or upon the demand of less than 50% of the directors then in office or directly by such shareholders or
directors, shall be cancelled. If a meeting is otherwise called and no quorum is present within half an hour from the time appointed for such meeting it shall stand adjourned to the same day in the
following week at the same time and place or to such other day, time and place as the Chairman of the meeting may determine 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 adjourned meeting, the required quorum consists of any two shareholders.
Subject to the provisions of the Articles of Association, holders of fully paid ordinary shares have one vote for each ordinary share held by such shareholder of record, on all matters
submitted to a vote of shareholders. Shareholders may vote in person, by proxy or by proxy card. These voting rights may be affected by the grant of any special voting rights to the holders of a
class of shares with preferential rights that may be authorized in the future. As our ordinary shares do not have cumulative voting rights in the election of directors, the holders of the majority of
the shares present and voting at a shareholders meeting generally have the power to elect all of our directors, except the external directors whose election requires a special majority.
Unless otherwise prescribed in our Articles of Association and/or under the Companies Law, shareholders resolutions are deemed adopted if approved by the holders of a majority of
the voting power represented at the meeting in person, by proxy or by proxy card, and voting on the matter.
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Share Ownership Restrictions
The ownership or voting of ordinary shares by non-residents of Israel is not restricted in any way by the Articles of Association or the laws of the State of Israel, except that citizens of
countries that are in a state of war with Israel may not be recognized as owners of ordinary shares.
Transfer of Shares
Our ordinary shares which have been fully paid-up are transferable by submission of a proper instrument of transfer together with the certificate of the shares to be transferred and such
other evidence of title, as the Board of Directors may require, unless such transfer is prohibited by another instrument or by applicable securities laws.
Modification of Class Rights
Pursuant to our Articles of Association, if at any time the share capital is divided into different classes of shares, the rights attached to any class, unless otherwise provided by our
Articles of Association, may be modified or abrogated by the Company, by shareholders resolution, subject to the requirement that such resolution is also approved by a majority of the holders
of the shares of such applicable class, who are present and voting at a separate general meeting of the holders of the shares of such class.
Dividends
Under the Companies law, dividends may be distributed only out of profits available for dividends as determined by the Companies Law, provided that there is no reasonable concern
that the distribution will prevent the Company from being able to meet its existing and anticipated obligations when they become due. If the company does not meet the profit requirement, a
court may nevertheless allow the company to distribute a dividend, as long as the court is convinced that there is no reasonable concern that such distribution will prevent the company from
being able to meet its existing and anticipated obligations when they become due. Pursuant to our Articles of Association, no dividend shall be paid otherwise than out of the profits of the
Company. Generally, under the Companies Law, the decision to distribute dividends and the amount to be distributed is made by a company’s board of directors.
Our Articles of Association provide that our Board of Directors, may, subject to the Companies Law, from time to time, declare and cause the Company to pay such dividends as may
appear to the Board of Directors to be justified by the profits of our Company. Subject to the rights of the holders of shares with preferential, special or deferred rights that may be authorized in
the future, our profits which shall be declared as dividends shall be distributed according to the proportion of the nominal (par) value paid up or credited as paid up on account of the shares held
at the date so appointed by the Company and in respect of which such dividend is being paid, without regard to the premium paid in excess of the nominal (par) value, if any. The declaration of
dividends does not require Shareholders’ approval.
To date, we have not declared or distributed any dividend and we currently do not intend to pay cash dividends on our ordinary shares in the foreseeable future; see above under Item
8. “FINANCIAL INFORMATION – Dividends.”
Liquidation Rights
In the event of our winding up or liquidation or dissolution, subject to applicable law, our assets available for distribution among the shareholders shall be distributed to the holders of
ordinary shares in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such distribution is
being made, without regard to any premium paid in excess of the nominal value, if any. This liquidation right may be affected by the grant of limited or preferential rights as to liquidation to the
holders of a class of shares that may be authorized in the future.
Mergers and Acquisitions under Israeli Law
In general, a merger of a company, that was incorporated before the enactment of the Companies Law, requires the approval of the holders of a majority of 75% of the voting power
represented at the annual or special general meeting in person or by proxy or by a written ballot, as shall be permitted, and voting thereon in accordance with the provisions of the Companies
Law. However, in accordance with our Articles of Association, a shareholder resolution approving a merger (as defined in the Companies law) of the Company shall be deemed adopted if
approved by the holders of a majority of the voting power represented at the meeting in person or by proxy and voting thereon. Upon the request of a creditor of either party of the proposed
merger, the 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 to the merger. In addition, a merger may not be completed unless at least: (i) 50 days have passed from the time that the requisite proposal for the merger has
been filed by each party with the Israeli Registrar of Companies; and (ii) 30 days have passed since the merger was approved by the shareholders of each party.
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The Companies Law also provides that, an acquisition of shares in a public company must be made by means of a tender offer: (a) if there is no existing shareholder, or a group of
shareholders holding shares together, in the company holding shares conferring 25% or more of the voting rights at the general meeting (a “control block”), and as a result of the acquisition the
purchaser would become a holder of a control block; or (b) if there is no existing shareholder, or a group of shareholders holding shares together, in the company holding shares conferring 45%
or more of the voting rights at the general meeting and as a result of the acquisition the purchaser would become a holder of 45% or more of the voting rights at the general meeting.
Notwithstanding, the abovementioned requirements do not apply if the acquisition was: (1) made by way of a private placement that received shareholders’ approval (which includes an explicit
approval that the purchaser will become, as a result of such acquisition, a holder of a “control block,” or of 45% or more of the voting power in the company, and unless there is already a holder
of a “control block” or of 45% or more of the voting power in the company, respectively); (2) was from a holder of a “control block” in the company and resulted in the acquirer becoming a holder
of a “control block”; or (3) was from a holder of 45% or more of the voting power in the company and resulted in the acquirer becoming a holder of 45% or more of the voting power in the
company. The tender offer must be extended to all shareholders, but the offeror is not required to purchase more than 5% of the company’s outstanding shares, regardless of how many shares
are tendered by shareholders. The tender offer may be consummated only if: (i) at least 5% of the company’s outstanding shares will be acquired by the offeror; and (ii) the number of shares
acquired in the offer exceeds the number of shares whose holders objected to the offer.
Under the Companies Law, a person may not acquire shares in a public company if, after the acquisition, the acquirer will hold more than 90% of the shares or more than 90% of any
class of shares of that company, unless a tender offer is made to purchase all of the shares or all of the shares of the particular class. The Companies Law also generally provides that as long as a
shareholder in a public company holds more than 90% of the company’s shares or of a class of shares, that shareholder shall be precluded from purchasing any additional shares. The full tender
offer shall be accepted and all the shares that the acquirer offered to purchase (i.e. all of the shares not owned by the acquirer) will be transferred to it if (i) the shareholders who declined or do
not respond to the tender offer hold less than 5% of the company’s outstanding share capital or of the relevant class of shares and the majority of offerees who do not have a personal interest in
accepting the tender offer accepted the offer, or (ii) the shareholders who declined or do not respond to the tender offer hold less than 2% of the company’s outstanding share capital or of the
relevant class of shares. The Companies Law provides that a shareholder that had his or her shares so transferred, whether he or she accepted the tender offer or not, has the right, within six
months from the date of acceptance of the tender offer, to petition the court to determine that the tender offer was for less than fair value and that the fair value should be paid as determined by
the court. However, the acquirer may provide in its offer that shareholders who accept the tender offer will not be entitled to such rights. If as a result of a full tender offer the acquirer would own
95% or less of the outstanding shares, then the acquirer may not acquire shares that will cause his shareholding to exceed 90% of the outstanding shares.
Furthermore, certain provisions of other Israeli laws may have the effect of delaying, preventing or making more difficult an acquisition of or merger with us; see Item 3. “KEY
INFORMATION - Risk Factors – Risks Related to Operations in Israel - Provisions of Israeli law may delay, prevent or make undesirable an acquisition of all or significant portion of our
shares or assets.”
Material Contracts
None.
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 certain transactions. However, legislation remains in effect pursuant to 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 or Articles of Association or by the laws of the State of Israel.
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Taxation
The following is a short summary of the tax environment to which shareholders may be subject. 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 advisor.
This summary is based on the current provisions of tax law and, except for the foregoing, does not anticipate any possible changes in law, whether by legislative, regulatory,
administrative or judicial action. Holders of our ordinary shares should consult their own tax advisors as to the United States, Israeli or other tax consequences of the purchase, ownership and
disposition of ordinary shares.
General Corporate Tax Structure in Israel
The corporate tax rate in 2019 was 23%.
However, the effective tax rate payable by a company that derives income from an approved enterprise, beneficiary enterprise, or preferred enterprise discussed further below, may be
considerably lower. See “The Law for the Encouragement of Capital Investments, 1959” (the “Investment Law”) below.
The Law for the Encouragement of Capital Investments, 1959
In general, the Investment Law is intended to provide tax benefits to Industrial Enterprises who undertake significant export activities leading to the economic competitiveness of the
country. The Investment Law underwent several amendments in recent years as will be detailed below, however, benefits which were granted under prior versions of the law remain intact and
may be applied to the extent the company who obtained such benefits continues to comply with the respective requirements and has not waived such benefits.
Tax Benefits before the 2005 amendment
The Investment Center has granted approved enterprise status to three investment programs at our former facility in Tel Aviv and we have derived and expect to continue to derive a
substantial portion of our income from these programs. We have elected the alternative track of benefits under these approved enterprise programs. The portion of our income derived from these
approved enterprise programs will be exempt from tax for a period of two years commencing in the first year in which there is taxable income. The period of tax benefits for our approved enterprise
programs has not yet commenced, because we have yet to realize approved taxable income.
The benefit period starts with the first year the enterprise earns taxable income, provided that 14 years have not passed since the approval was granted and 12 years have not passed
since the enterprise began operating (“limitation period”). As of January 1st, 2019, the 14 years period have passed for the three approved programs. The respective benefit period has not yet
begun, as no taxable income was generated.
The Company believes it will continue to enjoy its current tax benefits in accordance with the provisions of the Investment Law prior to the 2005 Amendment.
Tax Benefits under the 2005 Amendment
On April 1, 2005, an amendment to the Investments Law (the “Amendment”) came into force. The Amendment includes revisions to the criteria for investments qualified to receive tax
benefits as an approved enterprise. The Amendment applies to new investment programs and investment programs commencing after 2004, and does not apply to investment programs approved
prior to December 31, 2004, whose benefits will remain as they were on the date of such approval. However, a company that was granted benefits according to section 51 of the Investments Law
(prior to the amendment) would not be allowed to choose a new tax year as a year of election (as described below) under the new amendment for a period of 2 years from the company’s previous
year of commencement under the old Investments Law.
Tax benefits are available under the Amendment to production facilities (or other eligible facilities), which are generally required to derive more than 25% of their business income from
exports (referred to as a “Benefited Enterprise”). In order to receive the tax benefits, the 2005 Amendment states few conditions such as an investment in the Benefited Enterprise exceeding a
certain percentage or a minimum amount specified in the Investments Law. Such investment may be made over a period of no more than three years ending at the end of the year in which the
company requested to have the tax benefits apply to the Benefited Enterprise (the “Year of Election”). A company wishing to receive the tax benefits afforded to a Benefited Enterprise is required
to select the tax year from which the period of benefits under the Investments Law are to commence by notifying the Israeli Tax Authority within 12 months of the end of that year.
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The benefits under the Benefited Enterprise are an exemption from tax for a period of 2 years commencing in the first year in which there is a taxable income, following the year of
election, and will be subject to a reduced corporate income tax rate of 10% to 25% for the remaining period of the tax benefits. The duration of tax benefits is subject to a limitation of the earlier of
7 to 10 years from the Commencement Year, or 12 years from the first day of the Year of Election.
The 2005 Amendment changed the definition of “foreign investment” in the Investments Law so that the amended definition requires a minimal investment of NIS 5 million by foreign
investors. Furthermore, such definition also includes the purchase of shares of a company from another shareholder, provided that the company’s outstanding and paid-up share capital exceeds
NIS 5 million. Such changes to the definition of “foreign investment” took effect retroactively from 2003.
In addition, a company that is Abundant in Foreign Investment (owned by at least 74% foreign shareholders and has undertaken to invest a minimum sum of $20 million in the Benefited
Enterprise) is entitled to an extension of the benefits period by an additional five years, depending on the rate of its income that is derived in foreign currency.
The benefits available to an approved enterprise and/or Benefited Enterprise are conditional upon the fulfillment of conditions stipulated in the Investments Law and its regulations as
described above and criteria in rulings issued by the Israeli Tax Authorities. If a company does not meet these conditions, in whole or in part, it would be required to refund the amount of tax
benefits, with the addition of the consumer price index linkage adjustment and interest.
Among the results of the 2005 Amendment are that (a) tax-exempt income generated under the provisions of the 2005 Amendment will trigger a claw back on the exempt income upon
distribution or liquidation and (b) we may be required to record a deferred tax liability with respect to such tax-exempt income. As of December 31, 2019, the Company did not generate income
under the provisions of the 2005 amendment.
The Company has elected 2006 and 2009 as election years as a Benefited Enterprise. The benefits period for the 2006 election year has expired.
On December 29, 2010, the Investment Law was amended to significantly revise the tax incentive regime in Israel commencing on January 1, 2011 (the "December 2010 Amendment").
The December 2010 Amendment introduced a new status of "Preferred Enterprise," replacing the existing status of "Beneficiary Enterprise." Similarly to "Beneficiary Enterprise," a Preferred
Enterprise is an industrial company meeting certain conditions, including deriving a minimum of 25% of its income from export activities. However, under the December 2010 Amendment, the
requirement for a minimum investment in production assets in order to be eligible for the benefits granted under the Investments Law was cancelled. A Preferred Enterprise is entitled to a reduced
flat tax rate with respect to preferred enterprise income at the following rates:
Tax Year
2011-2012
2013
2014-2015
2016
2017
2018
2019
2020
Development "Zone A"
Other Areas within Israel
Regular Corporate Tax Rate
10%
7%
9%
9%
7.5%
7.5%
7.5%
7.5%
15%
12.5%
16%
16%
16%
16%
16%
16%
24%-25%
25%
26.5%
25%
24%
23%
23%
23%
Dividends distributed from income which is attributed to "Preferred Enterprise" will be subject to withholding tax at source at the following rates: (i) Israeli resident corporation at 0%;(ii)
Israeli resident individual at 20%; and (iii) non-Israeli resident at 20%, such withholding rate can be reduced subject to a reduced tax rate under the provisions of an applicable double tax treaty.
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The December 2010 Amendment was also revised to allow financial assistance to companies located in development Zone A to be granted not only as a cash grant but also as a loan.
The rates for grants and loans could be up to 20% of the amount of the approved investment.
Tax Benefits under the 2017 Amendment
The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016 and is effective as of January 1, 2017. The 2017 Amendment
provides new tax benefits for two types of “Technology Enterprises”, as described below, and is in addition to the other existing tax beneficial programs under the Investment Law.
The 2017 Amendment provides that a technology company satisfying certain conditions will qualify as a “Preferred Technology Enterprise” and will thereby enjoy a reduced corporate
tax rate of 12% on income that qualifies as “Preferred Technology Income”, as defined in the Investment Law. The tax rate is further reduced to 7.5% for a Preferred Technology Enterprise
located in development Zone A. In addition, a Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted
Intangible Assets” (as defined in the Investment Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at
least NIS 200 million, and the sale receives prior approval from the National Authority for Technological Innovation, or NATI.
The 2017 Amendment further provides that a technology company satisfying certain conditions will qualify as a “Special Preferred Technology Enterprise” and will thereby enjoy a
reduced corporate tax rate of 6% on “Preferred Technology Income” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technology Enterprise will
enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were
either developed by an Israeli company or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from NATI. A Special Preferred Technology
Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as
specified in the Investment Law.
Dividends distributed by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise, paid out of Preferred Technology Income, are generally subject to withholding
tax at source at the rate of 20% or such lower rate as may be provided in an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a
reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is required to be withheld. If such dividends are distributed to a foreign company and other conditions are
met, the withholding tax rate will be 4%.
Tax Benefits and Grants for Research and Development
Israeli tax law allows, under specific conditions, a tax deduction in the year incurred for expenditures, including capital expenditures, relating to scientific research and development
projects, for the year in which they are incurred if:
•
•
•
the expenditures are approved by the relevant Israeli government ministry, determined by the field of research;
the research and development is for the promotion or development of the company; and
the research and development is carried out by or on behalf of the company seeking the deduction.
However, the amount of such deductible expenses shall be reduced by the sum of any funds received through government grants for the finance of such scientific research and
development projects. Expenditures not so approved are deductible over a three-year period if the R&D is for the promotion or development of the company.
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Tax Benefits under the Law for the Encouragement of Industry (Taxes), 1969
According to the Law for the Encouragement of Industry (Taxes), 1969, generally referred to as the Industry Encouragement Law, an industrial company is a company incorporated and
resident in Israel, at least 90% of the income of which, in a given tax year, determined in Israeli currency exclusive of income from specified government loans, capital gains, interest and
dividends, is derived from an industrial enterprise owned by it. An industrial enterprise is defined as an enterprise whose major activity in a given tax year is industrial production activity.
Under the Industry Encouragement Law, industrial companies are entitled to the following preferred corporate tax benefits, among others:
•
•
•
•
deduction of purchases of know-how, patents and the right to use a patent over an eight-year period for tax purposes;
deduction over a three-year period of specified expenses incurred with the issuance and listing of shares on the Tel Aviv Stock Exchange or on a recognized stock exchange outside
of Israel (including Nasdaq);
the right to elect, under specified conditions, to file a consolidated tax return with additional related Israeli industrial companies; and
accelerated depreciation rates on equipment and buildings.
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 of 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 to us in the future.
Special Provisions Relating to Taxation under Inflationary Conditions
Under the Income Tax (Inflationary Adjustments) Law, 1985, results for tax purposes were measured in real terms in accordance with the changes in the Israeli Consumer Price Index
(“Israeli CPI”). Accordingly, until 2002, results for tax purposes were measured in terms of earnings in NIS after certain adjustments for increases in the Israeli CPI. Commencing in fiscal year
2003, we have elected to measure our taxable income and file our tax return under the Israeli Income Tax Regulations (Principles Regarding the Management of Books of Account of Foreign
Invested Companies and Certain Partnerships and the Determination of Their Taxable Income), 1986. Accordingly, commencing with fiscal year 2003, results for tax purposes are measured in
terms of earnings in US dollars. Since 2006, we file for extensions on an annual basis. Beginning January 1, 2008, the Inflationary Adjustments Law was repealed.
Israeli Capital Gains Tax on Sales of Shares
Israeli law imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel, including
shares in Israeli companies, by non-residents of Israel, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides
otherwise. The law distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain that 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 gain is the excess of the total capital gain over the inflationary surplus.
Generally, the tax rate applicable to capital gains derived from the sale of shares, whether listed on a stock market or not, is 25% for Israeli individuals. Additionally, if such individual
shareholder is considered a “significant shareholder” at any time during the 12-month period preceding such sale (i.e. such shareholder holds directly or indirectly, including jointly with others,
at least 10% of any means of control in the company) the tax rate is 30%. Israeli companies are subject to the corporate tax rate on capital gains derived from the sale of publicly-traded shares.
Capital gains accrued on the sale of an asset purchased prior to January 1, 2003 will be subject to tax at a blended rate. The marginal tax rate for individuals (47% in 2019) will be applied
to the portion of the gain amount which bears the same ratio to the total gain realized as the ratio which the holding period commencing at the acquisition date and terminating on January 1, 2003
bears to the total holding period. The remainder of the gain realized will be subject to capital gains tax at the rates applicable to an asset purchased after January 1, 2003 (see the above).
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Furthermore, beginning on January 1, 2013, an additional tax liability at the rate of 2% was added to the applicable tax rate on the annual taxable income of the individuals (whether any
such individual is an Israeli resident or non-Israeli resident) exceeding NIS 803,520 (in 2016) (hereinafter: “Added Tax”). Effective January 1, 2017 the Added Tax rate has increased to 3% and the
threshold taxable income was reduced to NIS 640,000 (and NIS 649,560 in 2019).
Generally, non-Israeli residents are exempt from Israeli capital gains tax on any gains derived from the sale of shares publicly traded on a recognized stock market outside of Israel
(including Nasdaq). However, non-Israeli corporations will not be entitled to such exemption if an Israeli resident (i) has a controlling interest of 25% or more in such non-Israeli corporation, or
(ii) is the beneficiary of or is entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. Such exemption is not applicable to a person whose
gains from selling or otherwise disposing of the shares are deemed to be business income.
In some instances where our shareholders may be liable to Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli
tax at the source.
Under the convention between the United States and Israel concerning taxes on income, as amended (the “U.S.-Israel Tax Treaty”), generally, Israeli capital gains tax will not apply to
the sale, exchange or disposition of ordinary shares by a person who:
•
•
•
holds the ordinary shares as a capital asset;
qualifies as a resident of the United States within the meaning of the U.S.-Israel tax treaty; and
is entitled to claim the benefits available to the person by the U.S.-Israel tax treaty.
However, this exemption will not apply if (i) the treaty U.S. resident holds, directly or indirectly, shares representing 10% or more of our voting power during any part of the 12-month
period preceding the sale, exchange or disposition, subject to specified conditions, or (ii) the capital gains from such sale, exchange or disposition can be allocated to a permanent establishment
in Israel. In this case, the sale, exchange or disposition would be subject to Israeli tax, to the extent applicable. However, under the U.S.-Israel tax treaty, the treaty U.S. resident would be
permitted to claim a credit for the taxes against the U.S. federal income tax imposed on 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 relate to U.S. state or local taxes.
Israeli Taxation of Dividends Distributed to Non-Resident Holders of Our Shares
Non-residents of Israel are subject to income tax on income accrued or derived from sources in Israel. These sources of income include passive income, including dividends, royalties
and interest, as well as non-passive income from services provided in Israel. On distributions of dividends income tax is withheld at source at the following rates: 25% or 30% for a shareholder
that is considered a significant shareholder at any time during the 12-month period preceding such distribution; unless a different rate is provided in a treaty between Israel and the shareholder’s
country of residence. According to the U.S.-Israel Tax Treaty, the tax withholding rate on dividends distributed by an Israeli corporation to a U.S. individual and a U.S. corporation is 25%. If the
U.S. company holds 10% or more of the voting power of the Israeli company during the part of the tax year which precedes the date of payment of the dividend and during the whole of the
preceding tax year, the tax withholding rate is reduced to 12.5%. Dividends received by the U.S. company or the U.S. individual distributed from income generated by an approved enterprise or
beneficiary enterprise are subject to withholding tax at a rate of 15%. However, these provisions do not apply if the company has certain amounts of passive income.
Israeli Transfer Pricing Regulations
On November 29, 2006, Income Tax Regulations (Determination of Market Terms), 2006, promulgated under Section 85A of the Tax Ordinance, came into effect (the “TP Regs”). Section
85A of the Tax Ordinance and the TP Regulations generally requires that all cross-border transactions carried out between related parties be conducted on an arm’s length principle basis and will
be taxed accordingly. The TP Regulations have not had a material effect on the Company.
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U.S. Federal Income Tax Considerations
Subject to the limitations described below, the following discussion summarizes certain U.S. federal income tax consequences of the purchase, ownership and disposition of our ordinary
shares to a U.S. holder that owns our ordinary shares as a capital asset (generally, for investment). A U.S. holder is a holder of our ordinary shares that is for U.S. federal income tax purposes:
•
•
•
•
an individual citizen or resident of the United States;
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, any
political subdivision thereof or the District of Columbia;
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
a trust (i) if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its
substantial decisions or (ii) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person.
If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds our ordinary shares, the tax treatment of the entity and an equity owner in such
entity will generally depend on the status of the equity owner and the activities of the entity. Such an equity owner or entity should consult its own tax advisor as to its tax consequences.
Certain aspects of U.S. federal income taxes relevant to a holder of our ordinary shares (other than a partnership) that is not a U.S. holder (a “Non-U.S. holder”) are also discussed below.
This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), current and proposed Treasury Regulations, and administrative and
judicial decisions as of the date of this annual report, all of which are subject to change, possibly on a retroactive basis. This discussion does not address all aspects of U.S. federal income
taxation that may be relevant to any particular U.S. holder in light of such holder’s individual circumstances. In particular, this discussion does not address the potential application of the U.S.
federal income tax consequences to U.S. holders that are subject to special treatment, including U.S. holders that:
•
•
•
•
•
•
•
•
•
•
•
•
are broker-dealers or insurance companies;
have elected mark-to-market accounting;
are tax-exempt organizations or retirement plans;
are grantor trusts;
are S corporations;
are certain former citizens or long-term residents of the United States;
are financial institutions;
hold ordinary shares as part of a straddle, hedge or conversion transaction with other investments;
acquired their ordinary shares upon the exercise of employee stock options or otherwise as compensation;
are real estate investment trusts or regulated investment companies;
own directly, indirectly or by attribution at least 10% of our shares (by vote or value); or
have a functional currency that is not the U.S. dollar.
This discussion is not a comprehensive description of all the tax considerations that may be relevant to each person’s decision to purchase our ordinary shares. For example, this
discussion does not address any aspect of state, local or non-U.S. tax laws, the possible application of the alternative minimum tax or United States federal gift or estate taxes.
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Each holder of our ordinary shares is advised to consult his or her own tax advisor with respect to the specific tax consequences to him or her of purchasing, owning or disposing of our
ordinary shares, including the applicability and effect of federal, state, local and foreign income and other tax laws to his or her particular circumstances.
Taxation of Distributions Paid on Ordinary Shares
Subject to the discussion below under “Tax Consequences if We Are a Passive Foreign Investment Company,” a U.S. holder will be required to include in gross income as dividend
income the amount of any distribution paid on our ordinary shares, including any non-U.S. taxes withheld from the amount paid, to the extent the distribution is paid out of our current or
accumulated earnings and profits as determined for U.S. federal income tax purposes. Distributions in excess of earnings and profits will be applied against and will reduce the U.S. holder’s tax
basis in its ordinary shares and, to the extent in excess of that basis, will be treated as gain from the sale or exchange of ordinary shares. The dividend portion of such distribution generally will
not qualify for the dividends received deduction otherwise available to corporations.
Dividends that are received by U.S. holders that are individuals, estates or trusts will be taxed at the rate applicable to long-term capital gains (currently a maximum rate of 20%),
provided that such dividends meet the requirements of “qualified dividend income.” Subject to the holding period and risk-of-loss requirements discussed below generally, dividends paid by a
non-U.S. corporation that is not a passive foreign investment company (as discussed below) will generally be qualified dividend income if either the stock with respect to which the dividend is
paid is readily tradable on an established securities market in the United States (such as the Nasdaq Global Select Market) or such corporation is eligible for the benefits of an income tax treaty
with the IRS determines is satisfactory and which includes an exchange of information program. The IRS has determined that the U.S.-Israel income tax treaty is satisfactory for this purpose and
includes an exchange of information program. Dividends that fail to meet such requirements, and dividends received by corporate U.S. holders, are taxed at ordinary income rates. No dividend
received by a U.S. holder will be a qualified dividend if (1) the U.S. holder held the ordinary share with respect to which the dividend was paid for less than 61 days during the 121-day period
beginning on the date that is 60 days before the ex-dividend date with respect to such dividend, excluding for this purpose, under the rules of Code Section 246(c), any period during which the
U.S. holder has an option to sell, is under a contractual obligation to sell, has made and not closed a short sale of, is the grantor of a deep-in-the-money or otherwise nonqualified option to buy,
or has otherwise diminished its risk of loss by holding other positions with respect to, such ordinary share (or substantially identical securities) or (2) the U.S. holder is under an obligation
(pursuant to a short sale or otherwise) to make related payments with respect to positions in property substantially similar or related to the ordinary share with respect to which the dividend is
paid. If we were to be PFIC (as such term is defined in the Code) for any year, dividends paid on our ordinary shares in such year or in the following year would not be qualified dividends. In
addition, a non-corporate U.S. holder will be able to take a qualified dividend into account in determining its deductible investment interest (which is generally limited to its net investment
income) only if it elects to do so; in such case the dividend will be taxed at ordinary income tax rates.
Distributions of current or accumulated earnings and profits paid in foreign currency to a U.S. holder (including any non-U.S. taxes withheld from the distributions) will generally be
includible in the income of a U.S. holder in a dollar amount calculated by reference to the exchange rate on the date of the distribution. A U.S. holder that receives a foreign currency distribution
and converts the foreign currency into dollars after the date of distribution may have foreign exchange gain or loss based on any appreciation or depreciation in the value of the foreign currency
against the dollar, which will generally be U.S. source ordinary income or loss.
U.S. holders generally will have the option of claiming the amount of any non-U.S. income taxes withheld at source either as a deduction from gross income or as a dollar-for-dollar credit
against their U.S. federal income tax liability. Individuals who do not claim itemized deductions, but instead utilize the standard deduction, may not claim a deduction for the amount of the non-
U.S. income taxes withheld, but the amount may be claimed as a credit against the individual’s U.S. federal income tax liability. The amount of non-U.S. income taxes that may be claimed as a
credit in any year is subject to complex limitations and restrictions, which must be determined on an individual basis by each holder. These limitations include rules which limit foreign tax credits
allowable for specific classes of income to the U.S. federal income taxes otherwise payable on each such class of income. The total amount of allowable foreign tax credits in any year generally
cannot exceed the pre-credit U.S. tax liability for the year attributable to non-U.S. source taxable income. Distributions of our current or accumulated earnings and profits generally will be non-
U.S. source passive income for U.S. foreign tax credit purposes.
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A U.S. holder will be denied a foreign tax credit for non-U.S. income taxes withheld from a dividend received on the ordinary shares (1) if the U.S. holder has not held the ordinary shares
for at least 16 days of the 31-day period beginning on the date which is 15 days before the ex-dividend date with respect to such dividend or (2) to the extent the U.S. holder is under an
obligation to make related payments with respect to positions in substantially similar or related property. Any days during which a U.S. holder has substantially diminished its risk of loss on the
ordinary shares are not counted toward meeting the required 16-day holding period.
Taxation of the Disposition of Ordinary Shares
Subject to the discussion below under “Tax Consequences if We Are a Passive Foreign Investment Company,” upon the sale, exchange or other disposition of our ordinary shares
(other than in certain non-recognition transactions), a U.S. holder will recognize capital gain or loss in an amount equal to the difference between the U.S. holder’s basis in the ordinary shares,
which is usually the cost to the U.S. holder of the ordinary shares, and the amount realized on the disposition. Capital gain from the sale, exchange or other disposition of ordinary shares held
more than one year will be long-term capital gain and may, in the case of non-corporate U.S. holders, be subject to a reduced rate of taxation (long-term capital gains are currently taxable at a
maximum rate of 20% for U.S. holders that are individuals, estates or trusts). Gain or loss recognized by a U.S. holder on a sale, exchange or other disposition of ordinary shares will generally be
treated as U.S. source income for U.S. foreign tax credit purposes. The deductibility of a capital loss recognized on the sale, exchange or other disposition of ordinary shares may be subject to
limitations.
A U.S. holder that uses the cash method of accounting calculates the dollar value of the proceeds received on the sale as of the date that the sale settles. However, a U.S. holder that
uses the accrual method of accounting is required to calculate the value of the proceeds of the sale as of the trade date and may therefore realize foreign currency gain or loss. An accrual method
U.S. holder may avoid realizing such foreign currency gain or loss by electing to use the settlement date to determine the proceeds of sale for purposes of calculating the foreign currency gain or
loss. In addition, a U.S. holder that receives foreign currency upon disposition of ordinary shares and converts the foreign currency into dollars after the settlement date or trade date (whichever
date the U.S. holder is required to use to calculate the value of the proceeds of sale) may have foreign exchange gain or loss based on any appreciation or depreciation in the value of the foreign
currency against the dollar, which will generally be U.S. source ordinary income or loss.
Net Investment Income Tax
Certain non-corporate U.S. holders may also be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include dividends on, or capital gains
recognized from the disposition of, our ordinary shares, subject to certain limitations and exceptions. U.S. holders are urged to consult their own tax advisors regarding the implications of the Net
Investment income tax on their investment in our ordinary shares.
Tax Consequences if We Are a Passive Foreign Investment Company
For U.S. federal income tax purposes, we will be classified as a passive foreign investment company, or PFIC, for any taxable year in which, after applying certain look-through rules,
either (i) 75% or more of our gross income is passive income or (ii) at least 50% of the average value of our total assets (determined on a quarterly basis) for the taxable year produce, or are held
for the production of, passive income. For this purpose, cash is considered to be an asset which produces passive income. Passive income includes dividends, interest, royalties, rents, annuities
and the excess of gains over losses from the disposition of certain assets which produce passive income.
Based on our income, assets, activities and market capitalization, we do not believe that we were a PFIC for the taxable year ended December 31, 2019. However, there can be no
assurances that the IRS will not challenge this conclusion. If we were not a PFIC for 2019, U.S. holders who acquired our ordinary shares in 2019 will not be subject to the PFIC rules described
below (regardless of whether we were a PFIC in any prior year) unless we are classified as a PFIC in future years. The tests for determining PFIC status are applied annually and it is difficult to
make accurate predictions of our future income, assets, activities and market capitalization, including fluctuations in the price of our ordinary shares, which are relevant to this determination.
89
If we are a PFIC, a U.S. holder of our ordinary shares could be subject to increased tax liability upon the sale or other disposition (including gain deemed recognized if the ordinary
shares are used as security for a loan) of its ordinary shares or upon the receipt of distributions that are treated as “excess distributions”, which could result in a reduction in the after-tax return
to such U.S. holder. In general, an excess distribution is the amount of distributions received during a taxable year that exceed 125% of the average amount of distributions received by a U.S.
holder in respect of the ordinary shares during the preceding three taxable years, or if shorter, during the U.S. holder’s holding period prior to the taxable year of the distribution. Under these
rules, the distributions that are excess distributions and any gain on the disposition of ordinary shares would be allocated ratably over the U.S. holder’s holding period for the ordinary shares.
The amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were a PFIC would be taxed as ordinary income. The amount allocated to each of
the other taxable years would be subject to tax at the highest marginal rate in effect for the applicable class of taxpayer for that taxable year, and an interest charge for the deemed deferral benefit
would be imposed on the resulting tax allocated to such other taxable years. The tax liability with respect to the amount allocated to taxable years prior to the year of the disposition or
distribution cannot be offset by net operating losses. In addition, holders of stock in a PFIC may not receive a “step-up” in basis on shares acquired from a decedent. Furthermore, if we are a
PFIC, each U.S. holder generally will be required to file an annual report with the IRS.
As an alternative to the tax treatment described above, a U.S. holder could elect to treat us as a “qualified electing fund” (“QEF”), in which case the U.S. holder would be required to
include in income, for each taxable year that we are a PFIC, its pro rata share of our ordinary earnings as ordinary income and its pro rata share of our net capital gains as capital gain, subject to a
separate election to defer payment of taxes where such deferral is subject to an interest charge. We may supply U.S. holders that make a request in writing with the information needed to report
income and gain under a QEF election, if we are a PFIC. Any income inclusion will be required whether or not such U.S. holder owns our ordinary shares for an entire taxable year or at the end of
our taxable year. The amount so includible will be determined without regard to our prior year losses or the amount of cash distributions, if any, received from us. Special rules apply if a U.S.
holder makes a QEF election after the first year in its holding period in which we are a PFIC. A U.S. holder’s basis in its ordinary shares will increase by any amount included in income and
decrease by any amounts distributed to the extent such amounts were previously taxed under the QEF rules. So long as a U.S. holder’s QEF election is in effect beginning with the first taxable
year in its holding period in which we were a PFIC, any gain or loss realized by such holder on the disposition of its ordinary shares held as a capital asset ordinarily would be capital gain or loss.
Such capital gain or loss ordinarily would be long-term if such U.S. holder had held such ordinary shares for more than one year at the time of the disposition. The QEF election is made on a
shareholder-by-shareholder basis, applies to all ordinary shares held or subsequently acquired by an electing U.S. holder and can be revoked only with the consent of the IRS.
As an alternative to making a QEF election, a U.S. holder of PFIC stock which is “marketable stock” (e.g., “regularly traded” on the Nasdaq Global Select Market) may in certain
circumstances avoid certain of the tax consequences generally applicable to holders of stock in a PFIC by electing to mark the stock to market as of the beginning of such U.S. holder’s holding
period for the ordinary shares. As a result of such election, in any taxable year that we are a PFIC, a U.S. holder generally would be required to report gain or loss to the extent of the difference
between the fair market value of the ordinary shares at the end of the taxable year and such U.S. holder’s tax basis in its ordinary shares at that time. Any gain under this computation, and any
gain on an actual disposition of the ordinary shares in a year in which we are a PFIC, would be treated as ordinary income. Any loss under this computation, and any loss on an actual
disposition of the ordinary shares in a year in which we are a PFIC, generally would be treated as ordinary loss to the extent of the cumulative net-mark-to-market gain previously included. Any
remaining loss from marking ordinary shares to market will not be allowed, and any remaining loss from an actual disposition of ordinary shares generally would be capital loss. A U.S. holder’s
tax basis in its ordinary shares is adjusted annually for any gain or loss recognized under the mark-to-market election. There can be no assurances that there will be sufficient trading volume with
respect to the ordinary shares in order for the ordinary shares to be considered “regularly traded” or that our ordinary shares will continue to trade on the Nasdaq Global Select Market.
Accordingly, there are no assurances that the ordinary shares will be marketable stock for these purposes. As with a QEF election, a mark-to-market election is made on a shareholder-by-
shareholder basis, applies to all ordinary shares held or subsequently acquired by an electing U.S. holder and can only be revoked with consent of the IRS (except to the extent the ordinary
shares no longer constitute “marketable stock”).
The U.S. federal income tax consequences to a U.S. holder if we were to be classified as a PFIC in 2019 or any previous taxable year are complex. A U.S. holder should consult with his or
her own advisor regarding those consequences, as well as regarding whether he or she should make either of the elections described above.
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Tax Consequences for Non-U.S. Holders of Ordinary Shares
Except as described in “Information Reporting and Back-up Withholding” below, a non-U.S. holder of our ordinary shares will not be subject to U.S. federal income or withholding tax on
the payment of dividends on, and the proceeds from the disposition of, our ordinary shares, unless, in the case of U.S. federal income taxes:
•
•
the item is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States and, in the case of a resident of a country which has a treaty
with the United States, the item is attributable to a permanent establishment, or in the case of an individual, the item is attributable to a fixed place of business in the United States;
or
the non-U.S. holder is an individual who holds the ordinary shares as a capital asset and is present in the United States for 183 days or more in the taxable year of the disposition,
and certain other conditions are met.
Information Reporting and Back-up Withholding
U.S. holders generally are subject to information reporting requirements with respect to dividends on, or proceeds from the disposition of, our ordinary shares. In addition, a U.S. holder
may be subject, under certain circumstances, to backup withholding with respect to dividends paid on, or proceeds from the disposition of, our ordinary shares unless the U.S. holder provides
proof of an applicable exemption or correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules. A U.S. holder of our ordinary
shares who provides an incorrect taxpayer identification number may be subject to penalties imposed by the IRS. Amounts withheld under the backup withholding rules are not an additional tax
and may be refunded or credited against the U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.
Non-U.S. holders generally are not subject to information reporting or back-up withholding with respect to dividends paid in the United States on, or proceeds from the disposition of,
our ordinary shares, provided that the non-U.S. holder provides a taxpayer identification number, certifies to its foreign status, or establishes another exemption from the information reporting or
back-up withholding requirements.
Certain U.S. holders (and to the extent provided in IRS guidance, certain non-U.S. holders) who hold interests in “specified foreign financial assets” (as defined in Section 6038D of the
Code) are generally required to file an IRS Form 8938 as part of their U.S. federal income tax returns to report their ownership of such specified foreign financial assets, which may include our
ordinary shares, if the total value of those assets exceed certain thresholds. Substantial penalties may apply to any failure to timely file IRS Form 8938. In addition, in the event a holder that is
required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close
until three years after the date that the required information is filed. Holders should consult their own tax advisors regarding their tax reporting obligations.
Documents on Display
We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers and fulfill these requirements by filing reports with the SEC. These reports
include certain financial and statistical information about us, and may be accompanied by exhibits.
The SEC maintains an Internet website at http://www.sec.gov that contains reports, proxy statements, information statements and other information regarding issuers that file
electronically with the SEC filed through the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
You may also visit us on the Internet at www.ceragon.com. However, information contained on our website does not constitute a part of this annual report.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We do not use derivative financial instruments for trading purposes. Accordingly, we have concluded that there is no material market risk exposure of the type contemplated by Item 11,
and that no quantitative tabular disclosures are required. We are exposed to certain other types of market risks, as described below.
91
Foreign Currency Risk
As the majority of our revenues and cost of revenues, as well as a significant portion of our operating expenses, are in U.S. dollars, we have determined that our functional currency is
the U.S. dollar. However, a significant portion of our revenues, costs of revenue as well as a major portion of our operating expenses are denominated in other currencies, mainly in NIS, INR,
EUR, BRL, ARS and NOK. As our financial results are reported in U.S. dollars, fluctuations in the exchange rates between the U.S. dollar and applicable non-dollar currencies may have an effect
on our results of operations. In order to reduce such effect, we hedge a portion of certain cash flow transactions denominated in non-dollar currencies as well as a portion of certain monetary
items in the balance sheet, such as trade receivables and trade payables, denominated in non-dollar currencies. The following sensitivity analysis illustrates the impact on our non-dollar net
monetary assets assuming an instantaneous 10% change in foreign currency exchange rates from year-end levels, with all other variables held constant. At December 31, 2019, a 10%
strengthening of the U.S. dollar versus other currencies would have resulted in a decrease of approximately $1.7 million in our net monetary assets position, while a 10% weakening of the dollar
versus all other currencies would have resulted in an increase of approximately $2.1 million in our net monetary assets position.
The counter-parties to our hedging transactions are major financial institutions with high credit ratings. As of December 31, 2019, we had outstanding forward like contracts in the
amount of $58.2 million for a period of up to twelve months.
We do not invest in interest rate derivative financial instruments.
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
The Company performed an evaluation of the effectiveness of its disclosure controls and procedures that are designed to provide reasonable assurance that the material financial and
non-financial information required to be disclosed to the SEC is recorded, processed, summarized and reported timely. Based on the Company’s evaluation, the Company’s management,
including the CEO and CFO, has concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period
covered by this report are effective in reaching such reasonable assurance. Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures
will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company’s reports.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
92
The Company performed an evaluation of the effectiveness of its internal control over financial reporting that is designed by, or under the supervision of, the Company’s principal
executive and principal financial officers, and effected by the Company’s Board of Directors, management and other personnel, 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 and includes those policies and procedures that:
(i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect
on the financial statements.
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial
reporting as of December 31, 2019 based on the framework for Internal Control - Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (COSO). Based on our assessment under that framework and the criteria established therein, our management concluded that the Company’s internal control over financial reporting
was effective as of December 31, 2019 in providing reasonable assurance regarding the reliability of the Company’s financial reporting. Notwithstanding the foregoing, there can be no assurance
that the Company’s financial reporting controls and procedures will detect or uncover all failures of persons within the Company to do all the required activities properly, which may impact the
fair presentation of the financial statements of the Company otherwise required to be set forth in the financial reports.
(c) Attestation Report of Independent Registered Public Accounting Firm
Kost, Forer, Gabbay & Kasierer, a Member of Ernst & Young Global, our independent registered public accounting firm, has issued an attestation report on the effectiveness of our
internal control over financial reporting, appearing under Item 18: “FINANCIAL STATEMENTS” on pages F-3 – F-4, and such report is incorporated herein by reference.
(d) Changes in Internal Controls Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2019 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Company’s Board of Directors has determined that Mr. Shlomo Liran is the audit committee financial expert. Mr. Liran is an independent director under the Nasdaq Rules.
ITEM 16B. CODE OF ETHICS
In November 2003, the Company’s Board of Directors adopted a Code of Ethics that applies to the CEO, chief financial officer and controller. In October 2008, we amended our Code of
Ethics in order to update it and expand its applicability to additional senior officers. In December 2009, we combined the Code of Ethics together with certain Standards of Business Conduct to
strengthen the Company’s Ethics and Compliance Program. In October 2014, and again in December 2016, we amended and expanded the Company’s Ethics and Compliance Program, in order to
strengthen certain provisions thereunder. A copy of the Company’s updated Code of Ethics may be obtained, without charge, upon a written request addressed to the Company’s investor
relations department, 24 Raoul Wallenberg Street, Tel Aviv 6971920, Israel (Telephone no. +972-3-543-1000) (e-mail: ir@ceragon.com). In addition, it is also available on the Internet at
www.ceragon.com. However, information contained on our website does not constitute a part of this annual report.
93
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees Paid to Independent Auditors
The following table sets forth, for each of the years indicated, the fees billed by Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, our auditors, and the
percentage of each of the fees out of the total amount billed by them.
Services Rendered
Audit Fees (1)
Audit related fees (2)
Tax Fees (3)
Other Services (4)
Total
Year Ended December 31,
2018
2019
Fees
Percentages
Fees
Percentages
$
$
$
$
$
678,000
-
117,500
22,000
817,500
-
83% $
$
14% $
3% $
100% $
763,000
450,000
115,000
22,000
1,350,000
57%
33%
8%
2%
100%
(1) Audit fees consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent
accountant can reasonably provide.
(2) Audit related fees principally relates to assistance with audit services and consultation
(3) Tax fees relate to tax compliance, planning and advice
(4) Other consulting services
Policies and Procedures
Our Financial Audit Committee is in charge of a policy and procedures for approval of audit and non-audit services rendered by our independent auditors. The policy requires the
Financial Audit Committee’s approval of the scope of the engagement of our independent auditor. The policy prohibits retention of the independent auditors to perform the prohibited non-audit
functions defined in Section 201 of the Sarbanes-Oxley Act of 2002 or the rules of the SEC, and also considers whether proposed services are compatible with the independence of the public
auditors.
All of the fees listed in the table above were approved by our Financial Audit Committee.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no purchases of our ordinary shares by affiliates during the year ended December 31, 2018.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
The Nasdaq Rules provide that foreign private issuers may follow home country practice in lieu of certain Nasdaq Rules, subject to certain exceptions and except to the extent that such
exemptions would not be contrary to U.S. federal securities laws, so long as the foreign private issuer: (i) provides a written statement from an independent counsel in its home country certifying
that the company’s practices are not prohibited by the home country law; and (ii) discloses that it does not follow such listing requirement and describes the home country practice followed in
its reports filed with the SEC. The practices we currently follow in lieu of Nasdaq Rules are described below:
-
Compensation Committee Charter: We have opted out of the requirement to adopt and file a compensation committee charter as set forth in Nasdaq Rule 5605(d)(1). Instead, our
Compensation Committee conducts itself in accordance with provisions governing the establishment (but not the composition) and the responsibilities of a compensation committee as set
forth in the Companies Law and as further stipulated in our Compensation Policy.
94
-
-
-
-
Shareholder Approval: We have opted out of the requirement for shareholder approval of stock option plans and other equity-based compensation arrangements as set forth in Nasdaq Rule
5635. Nevertheless, as required under the Companies Law, shareholder voting procedures are followed for the approval of equity-based compensation of certain office holders or employees,
such as our CEO and members of our Board of Directors. Equity based compensation arrangements with other office holders are approved by our Compensation Committee and our Board of
Directors, provided they are consistent with our Compensation Policy, and in special circumstances in deviation therefrom, taking into account certain considerations as set forth in the
Companies Law.
Annual General Meetings of Shareholders: We have opted out of the requirement for conducting annual meetings as set forth in Nasdaq Rule 5620(a), which requires Ceragon to hold its
annual meetings of shareholders within twelve months of the end of its fiscal year end. Instead, Ceragon is following home country practice and law in this respect. The Companies Law
requires that an annual meeting of shareholders be held every year, and not later than 15 months following the last annual meeting (see in Item 10.B above –”Additional Information –Voting,
Shareholders’ Meetings and Resolutions”).
Quorum at General Meetings of Shareholders: We have opted out of the requirement set under Rule 5620(c) of the Nasdaq Rules, which requires the presence of two or more shareholders
holding at least 33 1/3%, and in lieu follow our home country practice and Israeli law, according to which the quorum for any shareholders meeting will be the presence (in person or by
Proxy) of two or more shareholders holding at least 25% of the voting rights in the aggregate - within half an hour from the time set for opening the meeting.
Distribution of Annual Reports: We have chosen to follow our home country practice in lieu of the requirements of Nasdaq Rule 5250(d)(1), relating to an issuer’s furnishing of its annual
report to shareholders. Specifically, we file annual reports on Form 20-F, which contain financial statements audited by an independent accounting firm, electronically with the SEC, and also
post a copy on our website.
ITEM 16H. MINE SAFETY DISCLOSURE
Not Applicable.
PART III
ITEM 17.
FINANCIAL STATEMENTS
Not applicable.
ITEM 18.
FINANCIAL STATEMENTS
The Consolidated Financial Statements and related notes thereto required by this item are contained on pages F-2 through F-49 hereof.
Index to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (loss)
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
95
Page
F-2 - F-4
F-5 - F-6
F-7
F-8
F-9
F-10 - F-11
F-12 - F-49
ITEM 19.
EXHIBITS
1.1
2.1
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
8.1
12.1
12.2
13.1
15.1
15.2
101
Articles of Association, as amended September 20, 2016(1)
Description of Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Credit facility, dated as of March 14, 2013 (“Credit Facility”) by and among the Company and Bank Hapoalim B.M., HSBC Bank Plc, Bank Leumi Le’Israel Ltd. and First International
Bank of Israel Ltd. (English summary of the material terms) (2)
Amendment, effective as of October 1, 2013, to the Credit Facility (English summary of the material terms) (3)
Amendment No. 2, effective as of April 29, 2014, to the Credit Facility (English summary of the material terms) (4)
Amendment No. 3, effective as of March 31, 2015, to the Credit Facility (English summary of the material terms) (4)
Amended and Restated Share Option and RSU Plan, as amended August 10, 2014(4)
Amendment No. 4, effective as of March 10, 2016, to the Credit Facility (English summary of the material terms) (5)
Amendment No. 5, executed in December 2016, to the Credit Facility (English summary of the material terms) (6)
Amendment No. 6, effective as of March 30, 2017, to the Credit Facility (English summary of the material terms) (7)
Amendment No. 7, executed on February 12, 2018, to the Credit Facility (English summary of the material terms) (8)
Amendment No. 8, executed on March 26, 2018, to the Credit Facility (English summary of the material terms) (8).
Amendment No. 9, executed on March 29, 2020, to the Credit Facility (English summary of the material terms)
List of Significant Subsidiaries
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of Independent Registered Public Accounting Firm
Consent of Independent Registered Public Accounting Firm
The following financial information from Ceragon Networks Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2019, formatted in XBRL (Extensible Business Reporting
Language): (i) Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017; (ii) Consolidated Statements of Comprehensive Income (Loss) at December
31, 2019, 2018 and 2017; (iii) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017; (iv) Consolidated Statements of Cash
Flows for the years ended December 31, 2019, 2018 and 2017; and (v) Notes to Consolidated Financial Statements. 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 of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
(1) Previously filed as exhibit 1.2 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2016 and incorporated herein by reference.
(2) Previously filed as exhibit 4.4 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2012 and incorporated herein by reference.
(3) Previously furnished as exhibit 99.3 in a Report on Form 6-K which exhibit was incorporated by reference into the Company’s Registration Statement on Form F-3 (No. 333-183316), and
incorporated herein by reference.
(4) Previously filed as exhibits 4.6, 4.7 and 4.8 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2014 and incorporated herein by reference.
(5) Previously filed as exhibits 4.9 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2015 and incorporated herein by reference.
(6) Previously filed as exhibit 4.10 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2016 and incorporated herein by reference.
(7) Previously filed as exhibit 4.11 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2016 and incorporated herein by reference.
(8) Previously filed as exhibits 4.12 and 4.13 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2017 and incorporated herein by reference.
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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
SIGNATURE
behalf.
CERAGON NETWORKS LTD.
By: /s/ Ira Palti
Name: Ira Palti
Title: President and Chief Executive Officer
Date: March 31, 2020
97
CERAGON NETWORKS LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019
IN U.S. DOLLARS
INDEX
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (loss)
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
F-2 - F-4
F-5 - F-6
F-7
F-8
F-9
F-10 - F-11
F-12 - F-49
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Ceragon Networks Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Ceragon Networks Ltd. And its subsidiaries (the "Company") as of December 31, 2019 and 2018, and the related consolidated
statements of operations, comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes
(collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally
accepted accounting principles.
We did not audit the 2018 financial statements of Ceragon America Latina Ltda., a wholly-owned subsidiary, which reflect total assets constituting 5.32% at December 31, 2018, and total
revenues constituting 4.8% for the year then ended. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts
included for Ceragon America Latina Ltda., is based solely on the report of the other auditors.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as
of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) and our report dated March 31, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.
KOST FORER GABBAY & KASIERER
A Member of EY Global
We have served as the Company's auditor since 2002
Tel-Aviv, Israel
March 31, 2020
F - 2
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Ceragon Networks Ltd.
Opinion on Internal Control over Financial Reporting
We have audited Ceragon Networks Ltd.'s and its subsidiaries (the "Company") internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control
– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the "COSO criteria"). In our opinion, the Company maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of
December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in
the period ended December 31, 2019 and the related notes and our report dated March 31, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting
included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
F - 3
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process 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. A company's internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
KOST FORER GABBAY & KASIERER
A Member of EY Global
Tel-Aviv, Israel
March 31, 2020
F - 4
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Note
2018
2019
December 31,
Cash and cash equivalents
Short- term bank deposits
Trade receivables (net of allowance for doubtful accounts of $ 4,327 and $ 4,236 at December 31, 2018 and 2019,
$
$
35,581
515
respectively)
Other accounts receivable and prepaid expenses
Inventories
Total current assets
NON-CURRENT ASSETS:
Long-term bank deposits
Deferred tax assets
Severance pay and pension fund
Other non-current assets
PROPERTY AND EQUIPMENT, NET
INTANGIBLE ASSETS, NET
Total long-term assets
Total assets
The accompanying notes are an integral part of the consolidated financial statements.
F - 5
3
4
14e
5
6
123,451
12,135
53,509
225,191
504
7,476
5,096
4,544
33,613
6,576
57,809
23,939
-
118,531
11,033
62,132
215,635
17
8,106
5,661
17,707
34,865
7,898
74,254
$
283,000
$
289,889
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables
Deferred revenues
Short-term loans
Other accounts payable and accrued expenses
Total current liabilities
LONG-TERM LIABILITIES:
Deferred tax liability
Accrued severance pay and pensions
Deferred revenues
Other long-term payables
Total long-term liabilities
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 0.01 par value -
Authorized: 120,000,000 shares at December 31, 2018 and 2019; Issued: 83,571,181 and 84,144,328 shares at December
31, 2018 and 2019, respectively; Outstanding: 80,089,658 and 80,662,805 shares at December 31, 2018 and 2019,
respectively
Additional paid-in capital
Treasury shares at cost – 3,481,523 ordinary shares as of December 31, 2018 and 2019
Accumulated other comprehensive loss
Accumulated deficit
Total shareholders' equity
Total liabilities and shareholders' equity
The accompanying notes are an integral part of the consolidated financial statements.
F - 6
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Note
2018
2019
December 31,
78,892
3,873
-
27,436
59,635
1,734
14,600
28,399
110,201
104,368
28
9,531
-
3,672
13,231
-
10,709
6,265
8,126
25,100
8
7
14e
11
13
214
415,408
(20,091)
(9,208)
(226,755)
215
418,062
(20,091)
(8,666)
(229,099)
159,568
160,421
$
283,000
$
289,889
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
Revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development, net
Selling and marketing
General and administrative
Total operating expenses
Operating income
Financial expenses and others, net
Income before taxes on income
Taxes on income (benefit)
Equity loss in affiliates
Net income (loss)
Net Income (loss) per share:
Basic net income (loss) per share
Diluted net income (loss) per share
Weighted average number of ordinary shares used in computing basic net income (loss) per share
Weighted average number of ordinary shares used in computing diluted net income (loss) per share
The accompanying notes are an integral part of the consolidated financial statements.
F - 7
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Note
2017
Year ended
December 31,
2018
2019
15
$
$
332,033
224,698
$
343,874
227,705
107,335
116,169
25,703
41,656
16,830
84,189
23,146
5,889
17,257
1,697
-
28,180
42,961
18,884
90,025
26,144
6,349
19,795
(3,251)
-
17
14d
285,583
188,741
96,842
26,793
39,469
23,278
89,540
7,302
6,521
781
2,476
649
$
15,560
$
23,046
$
(2,344)
$
$
0.20
$
0.19
$
0.29
$
0.28
$
77,916,912
79,942,353
78,579,013
81,021,527
(0.03)
(0.03)
80,296,581
80,296,581
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands
Net income (loss)
Other comprehensive income (loss):
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Year ended
December 31,
2018
2017
2019
$
15,560
$
23,046
$
(2,344)
Change in foreign currency translation adjustment
118
(1,150)
(360)
Cash flow hedges:
Change in net unrealized gains (losses)
Amounts reclassified into net income (loss)
Net change
Other comprehensive income (loss), net
Total of comprehensive income (loss)
The accompanying notes are an integral part of the consolidated financial statements.
F - 8
2,331
(1,772)
559
677
(2,260)
1,373
(887)
(2,037)
1,797
(895)
902
542
$
16,237
$
21,009
$
(1,802)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. dollars in thousands (except share and per share data)
Ordinary
shares
Share
capital
Additional
paid-in
capital
Treasury
shares at cost
Accumulated
other
comprehensive
loss
Accumulated
deficit
Total
shareholders'
equity
Balance as of January 1, 2017
77,768,929
$
214
$
409,320
$
(20,091) $
(7,848) $
(265,431) $
116,164
Exercise of options and vesting of RSU's
Share-based compensation expense
Other comprehensive income, net
Net income
276,263
-
-
-
Balance as of December 31, 2017
78,045,192
Cumulative effect of the new revenue
recognition standard
Exercise of options and vesting of RSU's
Share-based compensation expense
Other comprehensive loss, net
Net income
Balance as of December 31, 2018
Exercise of options and vesting of RSU's
Share-based compensation expense
Other comprehensive income, net
Net loss
-
2,044,466
-
-
-
80,089,658
573,147
-
-
-
*)-
-
-
-
214
-
*)-
-
-
-
214
1
-
-
-
294
1,203
-
-
-
-
-
-
-
-
677
-
-
-
-
15,560
294
1,203
677
15,560
410,817
(20,091)
(7,171)
(249,871)
133,898
-
2,611
1,980
-
-
-
-
-
-
-
-
-
-
(2,037)
-
70
-
-
-
23,046
70
2,611
1,980
(2,037)
23,046
415,408
(20,091)
(9,208)
(226,755)
159,568
601
2,053
-
-
-
-
-
-
-
-
542
-
-
-
-
(2,344)
602
2,053
542
(2,344)
Balance as of December 31, 2019
80,662,805
$
215
$
418,062
$
(20,091) $
(8,666) $
(229,099) $
160,421
*) Represent an amount lower than $1
The accompanying notes are an integral part of the consolidated financial statements.
F - 9
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Cash flows from operating activities:
Net income (loss)
Adjustments required to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
Share-based compensation expense
Accrued severance pay and pensions, net
Decrease (increase) in trade receivables, net
Decrease (increase) in other accounts receivable and prepaid expenses (including other long term assets)
Increase in inventories
Increase (decrease) in trade payables
Increase (decrease) in deferred revenues
Decrease (increase) in deferred tax assets, net
Increase (decrease) in other accounts payable and accrued expenses (including other long term liabilities)
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Purchase of property and equipment, net
Purchase of intangible assets, net
Proceeds from (repayment of) bank deposits
Investment in shares
Net cash used in investing activities
The accompanying notes are an integral part of the consolidated financial statements.
F - 10
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Year ended
December 31,
2018
2019
2017
$
15,560
$
23,046
$
(2,344)
9,205
1,203
3
(6,403)
(259)
(8,592)
4,836
2,575
497
(1,474)
17,151
(8,533)
(1,407)
(996)
-
(10,936)
7,758
1,980
(11)
(11,098)
4,624
(956)
2,340
(650)
(6,601)
2,062
22,494
(10,303)
(3,412)
48
(1,628)
(15,295)
9,691
2,053
271
4,533
3,262
(9,475)
(15,933)
4,150
(258)
(8,881)
(12,931)
(11,592)
(3,274)
1,002
-
(13,864)
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Cash flows from financing activities:
Proceeds from (repayment of) bank credits and loans, net
Proceeds from exercise of stock options
Net cash (used in) provided by financing activities
Translation adjustments on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
$
25,877
$
35,581
$
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest on bank loans
The accompanying notes are an integral part of the consolidated financial statements.
F - 11
$
$
2,493
$
1,617
$
1,837
$
1,752
$
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Year ended
December 31,
2018
2019
2017
(17,000)
294
(16,706)
-
2,611
2,611
30
(106)
(10,461)
36,338
9,704
25,877
14,600
602
15,202
(49)
(11,642)
35,581
23,939
3,833
1,796
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 1:-
GENERAL
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
a.
Ceragon Networks Ltd. ("the Company") is a wireless backhaul specialist. It provides wireless backhaul solutions that enable cellular operators and other wireless service
providers to deliver voice and data services, enabling smart-phone applications such as internet browsing, social networking applications, image sharing, music and video
applications. Its wireless backhaul solutions use microwave radio technology to transfer large amounts of telecommunication traffic between base stations and small-cells
and the core of the service provider's network. The Company also provides wireless fronthaul solutions that use microwave technology for ultra-high speed, ultra-low
latency communication for wireless 5G and 4G base stations.
The Company's solutions support all wireless access technologies, including 4G (LTE- Advance, LTE) and 5G services. The Company's systems also serve evolving
network architectures including all-IP long haul networks.
The Company sells its products through a direct sales force, systems integrators, distributors and original equipment manufacturers.
The Company's wholly owned subsidiaries provide research and development, marketing, manufacturing, distribution, sales and technical support to the Company's
customers worldwide.
As to principal markets and major customers, see notes 16b and 16c.
b.
Investment in Compass Network Ltd:
In December 2017, the Company signed software license agreement with Compass Networks LTD (“Compass”) in the amount of $ 500 and additional agreement for the
purpose of developing Disaggregate Microwave products in August 2018, in the amount of up to $ 1,500 (out of which $ 1,200 was recognized as of December 2019) (see
note 6). In addition, the Company signed loan agreements with Compass in the amount of $ 538, which bear an annual interest rate of 10%.
In December 2018, the Company purchased 14% (11% on fully diluted basis) of the share capital of Compass for a consideration of $ 833. A total investment (including
loans) in the amount of $ 1,628 was recorded under other non-current assets.
As of December 31, 2019, following third party equity investment in Compass, the Company's holding decreased to11% (7% on a fully diluted basis) of the share capital of
Compass. The total investment (including loans) in the amount of $ 1,041 is recorded under non-current assets (see note 2z).
F - 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES
a.
Basis of presentation:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP").
b.
Use of estimates:
The preparation of financial statements, in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates,
judgment, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts
of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
c.
Financial statements in U.S. dollars:
A majority of the revenues of the Company and certain of its subsidiaries are generated in U.S. dollars ("dollars"). In addition, a substantial portion of the Company's and
certain of its subsidiaries' costs is incurred in dollars. Since management believes that the dollar is the currency of the primary economic environment in which the Company
and its subsidiaries operate and considers the non-U.S. subsidiaries to be a direct, integral extension of the parent company's operations, the dollar is its functional and
reporting currency.
Accordingly, amounts in currencies other than U.S dollars have been re-measured in accordance with ASC topic 830, "Foreign Currency Matters" ("ASC 830") as follows:
Monetary balances - at the exchange rate in effect on the balance sheet date. Consolidated statements of operations items - average exchange rates prevailing during the
year.
All exchange gains and losses from the re-measurement mentioned above are reflected in the statement of operations in financial expenses and others, net.
The financial statements of the Company's Brazilian subsidiary, whose functional currency is not the dollar, have been re-measured and translated into dollars. All amounts
on the balance sheets have been translated into the dollar using the exchange rates in effect on the relevant balance sheet dates. All amounts in the statements of
operations have been translated into the dollar using the average exchange rate for the relevant periods. The resulting translation adjustments are reported as a component
of accumulated other comprehensive income (loss) in shareholders' equity.
F - 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
d.
Principles of consolidation:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The consolidated financial statements include the accounts of the Company and its subsidiaries ("the Group"). Intercompany balances and transactions including profits
from intercompany sales not yet realized outside the Group, have been eliminated upon consolidation.
e.
Cash equivalents:
Cash equivalents include short-term unrestricted, highly liquid investments that are readily convertible to cash and with original maturities of three months or less, at
acquisition.
f.
Short term bank deposits:
Short-term bank deposits are deposits with an original maturity of more than three months and less than year from the date of investment and which do not meet the
definition of cash equivalents. Such deposits are stated at cost which approximates fair values.
g.
Long-term bank deposits:
Long-term bank deposits are deposits with an original maturity of more than twelve months from the date of investment and which do not meet the definition of cash
equivalents.
h.
Inventories:
Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are provided to cover risks arising from slow-moving items, technological
obsolescence, excess inventories, discontinued products, and for market prices lower than cost, if any.
The Company periodically evaluates the quantities on hand relative to historical and projected sales volume (which is determined based on an assumption of future demand
and market conditions) and the age of the inventory. At the point of the loss recognition, a new lower cost basis for that inventory is established. In addition, if required the
Company records a liability for firm non-cancelable and unconditional purchase commitments with contract manufacturers for quantities in excess of the Company's future
demands forecast consistent with its valuation of excess and obsolete inventory.
Inventory includes costs of products delivered to customers and not recognized as cost of sales, where revenues in the related arrangements were not recognized.
Cost is determined for all types of inventory using the moving average cost method plus indirect costs.
F - 14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
i.
Property and equipment:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the
assets, at the following annual rates:
Computers, manufacturing and peripheral equipment
Office furniture and equipment
Leasehold improvements
j.
Impairment of long-lived assets:
%
6 – 33
Mainly 15
Over the shorter of the term of the
lease or useful life of the asset
The Company's long-lived assets are reviewed for impairment in accordance with ASC topic 360," Property Plant and Equipment", ("ASC 360"), whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If an asset is considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. During 2017, 2018 and 2019, no impairment losses have been
recognized.
k.
Income taxes:
The Company account for income taxes in accordance with ASC topic 740, "Income Taxes", ("ASC 740"). This Statement prescribes the use of the liability method whereby
deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and for carry
forward losses deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its
subsidiaries provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of
the deferred tax asset will not be realized. For more information see note 14e.
The Company accounts for uncertain tax positions in accordance with ASC No. 740, "Income Taxes", ("ASC 740"). ASC 740 contains a two-step approach to recognizing
and measuring uncertain tax positions accounted for in accordance with ASC 740. The first step is to evaluate the tax position taken or expected to be taken in a tax return by
determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on
audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to
be realized upon ultimate settlement. The Company elected to classify interest expenses and penalties recognized in the financial statements as income taxes. For more
information see note 14i.
F - 15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
l.
Intangible assets, net:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Intangible assets consist of technology and incurred software development costs capitalized in accordance with ASC 985-20, "Software - Costs of Software to be Sold,
Leased, or Marketed".
Intangible assets that are considered to have definite useful life are amortized using the straight-line basis over their estimated useful lives.
m.
Revenue recognition:
The Company recognizes revenue when (or as) it satisfies performance obligations by transferring promised products or services to its customers in an amount that reflects
the consideration the Company expects to receive. The Company applies the following five steps: (1) identify the contract with a customer, (2) identify the performance
obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue
when a performance obligation is satisfied.
The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract,
the Company considers the promise to transfer tangible products, network roll-out, professional services and customer support, each of which are distinct, to be the
identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to rebates and adjustments to determine the net
consideration to which the Company expects to receive. As the Company’s standard payment terms are less than one year, the contracts have no significant financing
component. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. Revenue from tangible
products is recognized at a point in time when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied).
The revenues from customer support and extended warranty is recognized ratably over the contract period and the costs associated with these contracts are recognized as
incurred. Revenues from network roll-out and professional services are recognized when the Company's performance obligation is satisfied, usually upon customer
acceptance.
The Company accounts for rebates and stock rotations provided to customers as variable consideration, based on historical analysis of credit memo data, rebate plans and
stock rotation arrangements, as a deduction from revenue in the period in which the revenue is recognized.
n. Research and development expenses, net:
Research and development expenses, net of government grants, are charged to the statement of operations as incurred, except for development expenses which were
capitalized in accordance with ASC 985-20 "Software – Costs of Software to be Sold, Leased, or Marketed" (see l above).
F - 16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
o.
Warranty costs:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The Company generally offers a standard limited warranty, including parts and labor for an average period of 1-3 years for its products. The Company estimates the costs
that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the
Company's warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses
the adequacy of its recorded warranty liability and adjusts the amounts as necessary.
The Company recorded income (expenses) from decrease (increase) of warranty provision for the years ended December 31, 2017, 2018 and 2019 in the amount of $ 437,
$ (83) and $ 654, respectively. As of December 31, 2018 and 2019, the warranty provision was $ 2,106 and $ 1,452, respectively.
p.
Derivative instruments:
The Company has instituted a foreign currency cash flow hedging program using foreign currency forward contracts ("derivative instruments") in order to hedge the
exposure to variability in expected future cash flows resulting from changes in related foreign currency exchange rates. These transactions are designated as cash flow
hedges, as defined under ASC topic 815, "Derivatives and Hedging".
ASC 815 requires companies to recognize all of their derivative instruments as either assets or liabilities in the financial statements at fair value. The Company measured the
fair value of the contracts in accordance with ASC topic 820, "Fair value Measurement and Disclosures" at Level 2 (see also note 2v). The accounting for changes in the fair
value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of
hedging relationship.
For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being
hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.
For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a
particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same
period or periods during which the hedged transaction affects earnings. For derivative instruments that don’t meet the definition of a hedge, the changes in the fair value are
included immediately in earnings in “Financial expenses and others, net”, in each reporting period.
F - 17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The Company's cash flow hedging program is to hedge against the risk of overall changes in cash flows resulting from forecasted foreign currency of salary and rent
payments during the year. The Company hedges portions of its forecasted expenses denominated in NIS with forward exchange contracts.
q.
Concentrations of credit risk:
Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents, short-term
bank deposits and trade receivables.
The majority of the Company's cash and cash equivalents are maintained in U.S. dollar. Generally, these cash and cash equivalents and deposits may be redeemed upon
demand. Management believes that the financial institutions that hold the Company's and its subsidiaries' cash and cash equivalents are institutions with high credit
standing, and accordingly, minimal credit risk exists with respect to these assets.
The Company's trade receivables are geographically diversified and derived from sales to customers all over the world. The Company and its subsidiaries generally do not
require collateral; however, in certain circumstances, the Company and its subsidiaries may require letters of credit, additional guarantees or advance payments.
The Company and its subsidiaries perform ongoing credit evaluations of their customers and insure certain trade receivables under credit insurance policies.
r. Allowance for doubtful debt:
An allowance for doubtful accounts is determined with respect to specific receivables, of which the collection may be doubtful. The Company charges off receivables when
they are deemed uncollectible.
s. Transfers of financial assets:
ASC 860 "Transfers and Servicing", ("ASC 860"), establishes a standard for determining when a transfer of financial assets should be accounted for as a sale. The
Company's arrangements are such that the underlying conditions are met for the transfer of financial assets to qualify for accounting as a sale. The transfers of financial
assets are typically performed by the factoring of receivables to two financial institutions.
As of December 31, 2018 and 2019, the Company sold trade receivables to several different financial institutions in a total net amount of $ 6,968 and $ 10,422, respectively.
Control and risk of those trade receivables were fully transferred in accordance with ASC 860.
F - 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
During the years ended on December 31, 2017, 2018 and 2019, the Company recorded amounts of $ 553, $ 585 and $ 506, respectively, as financial expense related to its
factoring arrangements.
t.
Severance pay:
The Company's severance pay liability for its Israeli employees is calculated pursuant to Israel's Severance Pay Law based on the most recent salary of the employees
multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month's salary for each year of employment or a portion
thereof. The Company's liability for all of its employees in Israel is covered by monthly deposits with pension funds, insurance policies and an accrual. The value of the
funds deposited into pension funds and insurance policies is recorded as an asset - severance pay fund - in the Company's balance sheet.
The severance pay fund includes the deposited funds and accumulated adjustments to the Israeli Consumer Price Index up to the balance sheet date. The deposited funds
may be withdrawn only upon the fulfillment of the obligation pursuant to Israel's Severance Pay Law or labor agreements. The value of the deposited funds in insurance
policies, is based on the cash surrendered value of these policies, and includes profits / losses.
Starting April 2009, the Company's agreements with new employees in Israel are under section 14 of the Severance Pay Law -1963. The Company's contributions for
severance pay shall replace its severance obligation, no additional calculations shall be conducted between the parties regarding the matter of severance pay and no
additional payments shall be made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of such obligation are not stated on
the balance sheet, as the Company is legally released from obligation to employees once the deposit amounts have been paid.
As of December 2018 and 2019, accrued severance pay amounted to $ 7,409 and $ 8,539 respectively. Severance expense for the years ended December 31, 2017, 2018 and
2019, amounted to approximately $ 1,852, $ 2,107 and $ 2,336, respectively.
The Company accounts, for its obligations for pension and other postretirement benefits in accordance with ASC 715, "Compensation - Retirement Benefits". For more
information refer to note 10.
u. Accounting for stock-based compensation:
ASC topic 718, "Compensation - Stock Compensation", ("ASC 718"), requires companies to estimate the fair value of equity-based payment awards on the date of grant
using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the
Company's consolidated statements of operations.
F - 19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
the Company estimates the fair value of stock options granted under ASC 718 using the binomial model with the following weighted-average assumptions for 2017, 2018 and
2019:
Dividend yield
Volatility
Risk free interest
Early exercise multiple
2017
0%
53%-69%
0.8%-2.2%
2.10-2.20
December 31,
2018
0%
53%-62%
1.8%-2.9%
2.00-2.30
2019
0%
53%-65%
1.2%-2.7%
1.30-2.30
Risk-free interest rates are based on the yield from U.S. Treasury zero-coupon bonds with a term equivalent to the contractual life of the options; volatility of price of the
Company's shares based upon actual historical stock price movements. The Early exercise factor is representing the value of the underlying stock as a multiple of the
exercise price of the option which, if achieved, results in exercise of the option.
Early exercise multiple is based on actual historical exercise activity. The expected term of the options granted is derived from output of the option valuation model and
represents the period of time that options granted are expected to be outstanding.
The Company recognizes compensation expense using the accelerated method for all awards ultimately expected to vest. Estimated forfeitures are based on historical pre-
vesting forfeitures and on management's estimates. ASC topic 718 requires forfeitures to be estimated and revised, if necessary, in subsequent periods if actual forfeitures
differ from those estimates.
v.
Fair value of financial instruments:
The Company applies ASC 820, "Fair Value Measurements and Disclosures". Under this standard, fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.
In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that
market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are
inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information
available in the circumstances.
F - 20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The hierarchy is broken down into three levels based on the inputs as follows:
Level 1 -
Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block
discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market,
valuation of these products does not entail a significant degree of judgment.
Level 2 -
Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 -
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the
liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable
in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3.
The following methods and assumptions were used by the Company and its subsidiaries in estimating their fair value disclosures for financial instruments:
The carrying amounts of cash and cash equivalents, trade receivables, other accounts receivable, trade payables, and other accounts payable and accrued expenses
approximate their fair values due to the short-term maturities of such instruments.
The derivative instruments are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.
w.
Comprehensive income:
The Company accounts for comprehensive income in accordance with ASC topic 220, "Comprehensive Income". This statement establishes standards for the reporting and
display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income generally represents all changes in
stockholders' equity during the period except those resulting from investments by, or distributions to, stockholders.
F - 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The components of accumulated other comprehensive income - (“AOCI”) were as follows:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Unrealized
Gains (Losses)
on Cash Flow
Hedges
Foreign
Currency
Translation
Adjustments
Total
Balance as of January 1, 2019
$
(584) $
(8,624) $
(9,208)
Other comprehensive income before reclassifications
Amounts reclassified from AOCI
Other comprehensive income
Balance as of December 31, 2019
1,797
(895)
902
(360)
-
(360)
1,437
(895)
542
$
318
$
(8,984) $
(8,666)
The effects on net income of amounts reclassified from AOCI for the year ended December 31, 2019 derive from realized gains on cash flow hedges, included in operating
expenses.
x. Treasury shares:
The Company repurchased its ordinary shares on the open-market and holds such shares as Treasury shares. The Company presents the cost of repurchased treasury
shares as a reduction of shareholders' equity.
y.
Basic and diluted net earnings per share:
Basic net earnings per share are computed based on the weighted average number of ordinary shares outstanding during each year. Diluted net earnings per share is
computed based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential ordinary shares considered outstanding during
the year, in accordance with ASC topic 260, "Earnings Per Share" ("ASC 260").
The total weighted average number of shares related to the outstanding options and RSU's excluded from the calculations of diluted net earnings per share due to their anti-
dilutive effect was 4,668,032, 2,426,689 and 3,473,312 for the years ended December 31, 2017, 2018 and 2019, respectively.
z. Equity method investment
Investments in companies that are not controlled but over which the Company can exercise significant influence are presented using the equity method of accounting.
F - 22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
aa. Impact of recently issued Accounting Standards:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a right-of-use
(“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or
inventory.
The standard became effective for the Company beginning January 1, 2019. The adoption of the standard had material impact of the Company`s consolidated balance sheets
due to the recognition of the ROU assets and lease liabilities related to the Company`s operating leases. The standard did not have a material impact on the Company`s
results of operations or cash flows. See Note 12 “Leases” for details about the impact from adopting the new lease standard and other required disclosures.
In August 2017, the FASB issued ASU No. 2017-12 (Topic 815) Derivatives and Hedging — Targeted Improvements to Accounting for Hedging Activities, which expands
an entity's ability to hedge financial and nonfinancial risk components and amends how companies assess effectiveness as well as changes the presentation and disclosure
requirements. The new standard is to be applied on a modified retrospective basis and is effective for interim and annual periods beginning after December 15, 2018, with
early adoption permitted. The Company adopted the provisions of this update as of January 1, 2019 with no material impact on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13
amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely
recognition of losses. The new accounting standard will be effective for the fiscal year beginning on January 1, 2020, including interim periods within that year. The
Company does not expect this ASU to have a material impact on its consolidated financial statements and related disclosures.
F - 23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
ab.
Fair value measurement:
The Company's financial assets (liabilities) measured at fair value on a recurring basis, excluding accrued interest components, consisted of the following types of
instruments:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Derivatives instruments
Total Assets
Derivatives instruments
Total liabilities
NOTE 3:-
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
Government authorities
Deferred charges and prepaid expenses
Deposits receivable
Advances to suppliers
Hedging asset
Other
F - 24
$
$
$
$
$
December 31, 2019
Fair value measurements using
input type
Level 2
Total
260
$
260
$
260
260
December 31, 2018
Fair value measurements using
input type
Level 2
Total
(1,028) $
(1,028)
(1,028) $
(1,028)
December 31,
2018
2019
$
6,573
3,186
367
812
5
1,192
5,168
3,639
532
357
372
965
$
12,135
$
11,033
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 4:-
INVENTORIES
Raw materials
Work in progress
Finished products
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
December 31,
2018
2019
$
$
15,065
374
38,070
$
53,509
$
18,211
349
43,572
62,132
During the year ended December 31, 2017, 2018 and 2019, the Company recorded inventory write-offs for excess inventory and slow-moving inventory in a total amount of $ 3,932, $
2,814 and $ 4,836, respectively that have been included in cost of revenues.
As of December 31, 2019, the Company has an outstanding inventory purchase orders with its suppliers in the amount of $ 12,585. The commitments are due primarily within one
year.
NOTE 5:- PROPERTY AND EQUIPMENT, NET
Cost:
Computers, manufacturing, peripheral equipment
Office furniture and equipment
Leasehold improvements
Accumulated depreciation:
Computers, manufacturing, peripheral equipment
Office furniture and equipment
Leasehold improvements
December 31,
2018
2019
$
$
111,012
2,201
1,410
114,623
78,317
1,856
837
81,010
120,796
1,925
1,716
124,437
86,892
1,577
1,103
89,572
34,865
Depreciated cost
$
33,613
$
Depreciation expenses for the years ended December 31, 2017, 2018 and 2019 were $ 7,661, $ 7,758 and $ 9,555 respectively.
Changes of property and equipment not resulted in cash outflows as of December 31, 2018 and 2019 amounted of $ 2,581 and $ 1,058.
F - 25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 6:- INTANGIBLE ASSETS, NET
a. Intangible assets:
The following table sets forth the components of intangible assets:
Original amounts:
Technology
Software development costs
Accumulated amortization:
Technology
Software development costs
Net amounts:
Technology
Software development costs
Intangible assets, net
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
December 31,
2018
2019
$
$
13,109
2,067
15,176
8,600
-
8,600
4,509
2,067
$
6,576
$
13,755
2,879
16,634
8,600
136
8,736
5,155
2,743
7,898
Technology includes mainly perpetual software licenses to be used in the Company's research and development activities. During 2019, the Company purchased $ 646
technology, out of which $ 18 was not resulted in cash flow outflows as of December 31, 2019. Some of the software license agreements provide a commitment of the
Company for royalties payments upon future sales of the related developed products. Software development costs are amortized over 7 years. Amortization expense for the
years ended December 31, 2017, 2018 and 2019 amounted to $ 1,544, $ 0 and $ 136, respectively.
F - 26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 7:-
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Employees and payroll accruals
Provision for warranty costs
Government authorities
Accrued expenses
Advanced payments from customers
Hedging Liability
Lease liabilities
Other
NOTE 8:- CREDIT LINES
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
December 31,
2018
2019
$
$
15,389
2,106
2,450
3,529
1,864
1,033
-
1,065
$
27,436
$
12,321
1,452
2,071
3,675
1,731
112
5,644
1,393
28,399
In March 2013, the Company was provided with a revolving Credit Facility by four financial institutions. The Credit Facility was renewed and amended several times during the past
years according to Company's needs and financial position.
In March 2018, the Company signed the latest amendment to the agreement in the frame of which, the Credit Facility was extended by 2 years and 3 months, till June 30, 2020.
Furthermore, the amendment includes an additional increase in bank guarantees credit lines of $19,800, to $85,000, a decrease in Credit Facility for loans of $10,000 to $40,000, a
decrease of $44,000 to $50,000 in allowed letter of credit discounting activities with one customer and additional $10,000 of allowed factoring of invoices with another specific
customer. The existing $20,000 receivables factoring permitted under the agreement, has remained unchanged. The amendment also includes reduced fees and interest spread as
compared with the March 2017 amendment.
As of December 31, 2019, the Company has utilized $14,600 of the $ 40,000 credit line available for short term loans. During 2019, the credit lines carry interest rates in the range of
Libor+2.1% and Libor+2.3%.
The Credit Facility is secured by a floating charge over all Company assets as well as several customary fixed charges on specific assets.
Repayment could be accelerated by the financial institutions in certain events of default including in insolvency events, failure to comply with financial covenants or an event in
which a current or future shareholder acquires control (as defined under the Israel Securities Law) of the Company.
The credit agreement contains financial and other covenants requiring that the Company maintains, among other things, minimum shareholders' equity value and financial assets, a
certain ratio between its shareholders' equity (excluding total intangible assets) and the total value of its assets (excluding total intangible assets) on its balance sheet, a certain
ratio between its net financial debt to each of our working capital and accounts receivable. As of December 31, 2019 and 2018, the Company met all of its covenants.
F - 27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 9:-
DERIVATIVE INSTRUMENTS
The Company enters into foreign currency forward and option contracts with financial institutions to protect against the exposure to changes in exchange rates of several foreign
currencies that are associated with forecasted cash flows and existing assets and liabilities. The Company accounts for its derivative instruments as either assets or liabilities and
carries them at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.
The fair value of derivative contracts in the consolidated balance sheets at December 31, 2019 and December 31, 2018 were as follows:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Derivatives designated as hedging instruments
Currency forward contracts
Derivatives not designated as hedging instruments
Currency forward and option contracts
Total derivatives
Derivatives designated as hedging instruments
Currency forward contracts
Derivatives not designated as hedging instruments
Currency forward and option contracts
Total derivatives
Other accounts
receivable and
prepaid expenses
Other accounts
payable and
accrued
expenses
December 31, 2019
$
$
$
318
$
55
$
373
$
-
112
112
Other accounts
receivable and
prepaid expenses
Other accounts
payable and
accrued
expenses
December 31, 2018
$
$
$
3
$
2
$
5
$
587
446
1,033
The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for forecasted transactions is up to 12 months.
For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a
particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods
during which the hedged transaction affects earnings. Gains or losses from contracts that were not designated as hedging instruments are recognized in "financial expenses and
others, net".
The effect of derivative contracts on the consolidated statements of operations for the year ended December 31, 2019 and 2018 was as follows:
Operating income (expenses)
Financial income (expenses)
F - 28
Year ended December 31,
2019
2018
$
$
(1,373) $
1,172
$
895
(207)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 10:- PENSION LIABILITIES, NET
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The Norwegian subsidiary Ceragon Networks AS (formerly "Nera Networks AS") has defined contribution schemes and four unfunded pension plans.
Under the defined contributions scheme Ceragon Networks AS makes a payment to the insurance company who administer the fund on behalf of the employee. Ceragon Networks
AS has no liabilities relating to such schemes after the payment to the insurance company. As of December 31, 2019, all active employees are in this scheme. The contribution and
the corresponding social security taxes are recognized as payroll expenses in the period to which the employee's services are rendered. The defined pension contribution schemes
meet the requirements of the law on compulsory occupational pension.
Defined benefit scheme was stopped for admission from December 1, 2007, and persons that were employed after that date were automatically entered into the defined contribution
scheme. The schemes give right to defined future benefits. These are mainly dependent on the number of qualifying employment years, salary level at pension age, and the amount
of benefits from the national insurance scheme. The commitment related to the pension scheme is covered through an insurance company. As of December 31, 2019, the pension
scheme has 0 members.
AFP-scheme - in force from 1 January 2011, the AFP-scheme is a defined benefit multi-enterprise scheme, but is recognized in the accounts as a defined contribution scheme until
reliable and sufficient information is available for the group to recognize its proportional share of pension cost, pension liability and pension funds in the scheme. Ceragon
Networks AS's liabilities are therefore not recognized as liability in the balance sheet.
The liabilities in respect of Ceragon Networks AS's unfunded pension plans have been recalculated based on estimated employee numbers as at December 31, 2019. These plans
together represent 100% of the PBO (Projected Benefit Obligation) of the entire group.
The following tables provide a reconciliation of the changes in the plans' benefits obligation for the year ended December 31, 2018, and the statement of funds status as of
December 31, 2019:
Change in projected benefit obligation
Projected benefit obligation at beginning of year
Service cost
Interest cost
Expenses paid
Exchange rates differences
Actuarial loss
Projected benefit obligation at end of year
F - 29
December 31,
2018
2019
$
$
2,123
16
47
(227)
121
97
$
2,177
$
2,177
12
47
(203)
(26)
361
2,368
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 10:- PENSION LIABILITIES, NET (Cont.)
The assumptions used in the measurement of the Company' benefits obligations as of December 31, 2018 and 2019 are as follows:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Weighted-average assumptions
Discount rate
Rate of compensation increase
December 31,
2018
2019
2.60%
2.75%
2.30%
2.25%
The amounts reported for net periodic pension costs and the respective benefit obligation amounts are dependent upon the actuarial assumptions used. The Company reviews
historical trends, future expectations, current market conditions and external data to determine the assumptions. The discount rate is the covered bond. For purposes of calculating
the 2019 net periodic benefit cost and the 2019 benefit obligation, the Company has used a discount rate of 2.30%. The rate of compensation increase is determined by the
Company, based upon its long-term plans for such increases.
The following table provides the components of net periodic benefits cost for the years ended December 31, 2017, 2018 and 2019:
Components of net periodic benefit cost
Service cost
Interest cost
Net periodic benefit cost
Benefit payments are expected to be paid as follows:
2020
2021
2022
2023
2024 and thereafter
2017
December 31,
2018
2019
$
$
$
18
47
65
$
$
16
47
63
$
12
47
59
December 31,
2019
198
202
162
152
1,654
2,368
$
Regarding the policy for amortizing actuarial gains or losses for pension and post-employment plans, the Company has chosen to charge the actuarial gains or losses to statement
of operations.
Interest cost and actuarial gain or losses are presented in financial expenses and others, net.
For the years ended December 31, 2017, 2018 and 2019, an actuarial gain (loss) of $ 48, $ (97) and $ (361) respectively, was recognized in "finance expenses and others, net".
F - 30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES
a.
Leases
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
See Note 12 “Leases” for lease related commitments as of December 31, 2019.
b.
During 2017, 2018 and 2019, the Company received several grants from the Israeli Innovation Authority ("IIA"). The grants require the Company to comply with the
requirements of the Research and Development Law, however, the Company is not obligated to pay royalties on sales of products based on technology or know how
developed from the grants. In a case involving the transfer of technology or know how developed from the grants outside of Israel, the Company may be required to pay
royalties related to past sales of products based on the technology or the developed know how. The Company recorded income from IIA grants for the years ended
December 31, 2017, 2018 and 2019 in the amount of $ 1,548, $ 1,174 and $ 801, respectively.
c.
Charges and guarantees:
As of December 31, 2018 and 2019, the Company provided bank guarantees in an aggregate amount of $ 72,842 and $ 74,116 (including bank guarantee disclosed in Note
11d), respectively, with respect to tender offer guarantees, financial guarantees, warranty guarantees and performance guarantees to its customers.
d.
In September 2018, the Company signed commercial agreements with Orocom, a new operator in Peru, to provide broadband connectivity in rural regions. The Peruvian
Government (“Fitel”) chose Orocom for the deployment of transport and broadband access networks in three of six regions in Peru. Orocom is owned by a consortium of
companies, comprising telecommunications license holders as well as companies with expertise in fiber-based technologies.
After signing the commercial agreements mentioned above and an operating agreement with Orocom and its shareholders, the Company provided, in the second quarter of
2018, bank guarantees amounting to $ 29,100, on behalf of Orocom to Fitel, to secure the return of a down payment to be received by Orocom, or part of it, in case Orocom
fails to meet the down payment related obligations. These bank guarantees came into effect in July 2018, when a down payment of $ 29,100 was received by Orocom.
Orocom’s down payment related obligations include primarily meeting specifications and timelines as defined in the agreement between Orocom and Fitel, unless justified or
otherwise agreed between these parties; using the funds provided by Fitel properly for the purpose of the project; and maintaining certain composition of shareholders in
Orocom for at least three years. The Company’s bank guarantees may be gradually reduced as the network build-out process progresses. As of December 31, 2019, the
guarantees balance is $ 23,600. During the first quarter of 2020 the bank guarantees were returned to the Company.
F - 31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Provisions of the operating agreement mentioned above grant the Company certain protective rights in Orocom during the network build-out phase and until the bank
guarantees are returned to the Company, as well as recovery rights against Orocom and its shareholders. Based on the above, Orocom and its shareholders were defined as
related companies. For more information see Note 18. The Company and Orocom are in discussion regarding the effect of the return of the bank guarantees.
e.
Litigations:
The Company is currently involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If
the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated
loss.
On January 6, 2015 the Company was served with a motion to approve a purported class action, naming the Company, its Chief Executive Officer and its directors as
defendants. The motion was filed with the District Court of Tel-Aviv. The purported class action alleges breaches of duties by making false and misleading statements in the
Company's SEC filings and public statements. The plaintiff seeks specified compensatory damages in a sum of up to $75,000 as well as attorneys’ fees and costs.
The Company filed its defense on June 21, 2015, and on October 22, 2015 the plaintiff filed a request for discovery of specific documents. The Company filed its response to
the plaintiffs' request for discovery on January 25, 2016 and the plaintiffs submitted their response on February 24, 2016. On June 8, 2016, the District Court partially
accepted the plaintiff's request for discovery and ordered the Company to disclose some of the requested documents. The Company's request to appeal this decision was
denied by the Supreme Court on October 25, 2016, and the Company disclosed the required documents to the plaintiff.
The plaintiff filed his reply to the Company’s defense by April 2, 2017. A preliminary hearing was held on May 22, 2017, in the framework of which the court set dates for
response to the Company’s above-mentioned requests as well as dates for evidence hearings.
In May 2017, the Company filed two requests: the first, requesting to dismiss the plaintiff’s response to the Company’s defense, or, alternatively, to allow the Company to
respond to it; the second, to continue discussions with regards to the legal question of the governing law. On July 17, 2017, the court issued its decision in the first request,
denying the requested dismissal of plaintiff’s response to the Company’s defense, but allowing the
F - 32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Company to respond to it; on July 29, 2017, the Court issued its decision in the second request, and denied it. The Company filed its response on September 18, 2017.
On October 2, 2017, the plaintiff filed a request to summon two of the Company's officers (Company's Chairman, Mr. Zisapel and Company's Chief Executive Officer, Mr.
Palti) to the upcoming evidence hearing. The Company filed its response on October 26, 2017; and the plaintiff filed its reply to Company's response.
The first evidence hearing took place on November 2, 2017, as scheduled. During the hearing the Company agreed to consider summoning to the second evidence hearing
one of the abovementioned requested Company's officers, and on October 8, 2017 the Company filed a notice to the court that it agrees that Company's Chief Executive
Officer will be summoned to the next evidence hearing. The second and final evidence hearing took place on January 8, 2018.
Summaries were filed by the plaintiff on March 21, 2018 and the Company filed its summaries on June 12, 2018. The plaintiff filed their reply summaries on September 5, 2018.
On October 4, 2018, an interim decision regarding dual listed companies, which corresponds with the Company’s arguments in this case, was rendered by the Supreme Court
of Israel. This Supreme court decision upholds two recent rulings of District Court of Tel-Aviv (Economic Department), which determined that all securities litigation
regarding dual listed companies should be decided only in accordance with US law (herein after: “Supreme Court Decision”).
In light of this, on October 15, 2018, the plaintiff asked from court to add a plea to his summaries. The court has approved plaintiff’s request and gave to the defendants the
right to reply. In accordance, the Company’s response was submitted on December 4, 2018. Plaintiff’s reply to Company’s response was submitted on December 26, 2018.
On April 14, 2019 the court rendered a decision resolving that according to Supreme Court Decision, examination of the legal questions standing in the basis of the Motion,
should be based upon US law.
Therefore, court allowed the plaintiff to amend its Motion within 45 days, so that it would include an expert opinion regarding US law, and an argument regarding US law
implementation in the specific circumstances.
Court also decided that amendment of the Motion is subject to plaintiff’s payment of 40,000 NIS to the Company.
On September 23, 2019, the plaintiff filed an amended Motion (“the Amended Motion”), which includes an expert opinion regarding US federal law. Moreover. The Amended
motion includes lengthy arguments that were added on top of the original Motion, specifically, in reference to discovery proceedings and evidence hearings that were held
as part of the original motion.
F - 33
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
Therefore, on September 25, 2019, the court rendered a decision pointing out that the Amended motion seems to include the plaintiff’s summaries in the Amended Motion,
and so ordered the plaintiff to clarify whether he is willing to relinquish submitting any additional summaries regarding the evidence that were heard in the original motion.
On October 2, 2019, plaintiff responded, alleging that since the Amended Motion does not include any new facts, there is no need in submitting additional summaries
regarding the evidence that were heard to this point.
On December 30, 2019 the Company submitted a motion to dismiss the Amended Motion. The Company alleged that the Amended Motion includes new causes of action,
and specifically that the addition of legal causes of action according to US Federal law, cannot be filed due to the specific statute of limitations.
On January 20, 2020, the plaintiff filed its response. Also, the Court accepted the Company’s request to submit its response to the Amended Motion after a decision in the
Company’s motion to dismiss will be rendered.
On February 24, 2020 the court issued a decision, according to which, the Motion will be decided upon the current court documents, unless either of the parties will file a
request to hold a hearing in the matter.
To this date, neither of parties requested to hold such a hearing, and the parties await the court’s decision in the matter.
The Company believes it has strong defense arguments; Therefore, its current assessment is that it is not probable, that the Court will accept the motion for class action.
The Company is not a party to any other material legal proceedings.
NOTE 12:- LEASES
On January 1, 2019, the Company adopted Topic 842 and elected the available practical expedient to recognize the cumulative effect of initially adopting Topic 842 as an adjustment
to the opening balance sheet of the period of adoption (i.e., January 1, 2019). The Company also elected the other available practical expedients and will not separate lease
components from non-lease components, will not reassess whether contracts are or contain leases, lease classification, or initial direct costs for existing leases as of January 1,
2019. In addition, the Company elected not to apply the transition requirements for leases for which the lease term is less than 12 months. The consolidated balance sheets and
results from operations for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be
reported in accordance with the historic accounting under Topic 840.
F - 34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 12:- LEASES (cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The Company`s leases include offices and warehouses for its facilities worldwide, as well as car leases, which are all classified as operating leases. Certain leases include renewal
options that are under the Company`s sole discretion. The renewal options were included in the ROU and liability calculation if it was reasonably certain that the Company will
exercise the option.
The cumulative effect of the changes made to the balance sheet as of January 1, 2019 for the adoption of Topic 842 were as follows:
Other non-current assets
Other accounts payable and accrued expenses
Other long-term payables
The lease related accounts as of December 31, 2019 were as follows:
Other non-current assets
Other accounts payable and accrued expenses
Other long-term payables
December 31,
2018
$
$
$
4,544
$
(27,256) $
(3,672) $
Adjustments
January 1, 2019
11,673
$
7,129
(32,208)
(4,952) $
(5,849)
(2,177) $
December 31,
2019
$
$
$
10,128
(5,644)
(4,718)
The components of lease expense and supplemental cash flow information related to leases for the year ended December 31, 2019 were as follows:
Components of lease expense
Operating lease cost
Short-term lease
Total lease expenses
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities
Supplemental non-cash information related to lease liabilities arising from
obtaining ROU assets
F - 35
Year ended
December 31,
2019
$
$
$
5,624
75
5,699
Year ended
December 31,
2019
$
5,718
$
8,346
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 12:- LEASES (cont.)
For the year ended December 31, 2019, the weighted average remaining lease term is three years, and the weighted average discount rate is 4.78 percent. The discount rate was
determined based on the estimated collateralized borrowing rate of the Company, adjusted to the specific lease term and location of each lease.
Maturities of lease liabilities as of December 31, 2019 were as follows:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
2020
2021
2022
2023
2024 and thereafter
Total operating lease payments
Less: imputed interest
Present value of lease liability
NOTE 13:- SHAREHOLDERS' EQUITY
$
$
5,723
2,062
1,551
1,004
1,154
11,494
1,132
10,362
The ordinary shares of the Company are traded on the Nasdaq Global Select Market, under the symbol "CRNT".
a.
General:
The ordinary shares entitle their holders to receive notice to participate and vote in general meetings of the Company, the right to share in distributions upon liquidation of
the Company, and to receive dividends, if declared.
b.
Stock options plans:
1.
In 2003, the Company adopted a share option plan (the "Plan"). Under the Plan, options and RSU's may be granted to officers, directors, employees and consultants
of the Company or its subsidiaries. The options vest primarily over four years. The options expire between six to ten years from the date of grant. In December 2012,
the Company extended the term of the Plan for an additional period of ten years.
Upon adoption of the Plan, the Company reserved for issuance 8,639,000 ordinary shares in accordance with the respective terms thereof. From the adoption of the
plan until December 31, 2019 the board of the company approved to reserve an additional amount of 16,256,688 ordinary shares. Any options or RSU's, which are
canceled or forfeited before the expiration date, become available for future grants. As of December 31, 2019, the Company has 1,273,936 Ordinary shares available for
future grant under the Plan.
2.
On September 6, 2010, the Company's board of directors amended the Plan so as to enable to grant Restricted Share Units ("RSUs") pursuant to such Plan.
F - 36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 13:- SHAREHOLDERS' EQUITY (Cont.)
3.
The following table summarizes the activities for the Company’s stock options for the year ended December 31, 2019:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Outstanding at beginning of year
Granted
Exercised
Forfeited or expired
Outstanding at end of the year
Options exercisable at end of the year
Vested and expected to vest
Year ended
December 31, 2019
Number
of options
Weighted
average
exercise
price
$
6,751,606
1,435,333
(422,311)
(689,028)
7,075,600
$
4,568,753
$
6,635,385
$
3.99
2.46
1.42
5.97
3.64
4.25
3.77
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
3.47
$
7,937
3.30
$
2.42
$
3.17
$
1,366
1,242
1,362
The weighted average fair value of options granted during 2017, 2018 and 2019 was $1.11, $1.79 and $1.39, respectively.
The following table summarizes the activities for the Company’s RSUs for the year ended December 31, 2019:
Unvested at beginning of year
Granted
Vested
Forfeited
Unvested at end of the year
Vested and expected to vest
Year ended
December 31, 2019
Number of
RSUs
Aggregate
intrinsic
value
$
376,811
182,874
(152,393)
(33,669)
373,623
280,061
1,424
785
588
The weighted average fair value at grant date of RSUs granted during 2017, 2018 and 2019 was $2.07, $3.23 and $2.79.
As of December 31, 2019, the total unrecognized estimated compensation cost related to non-vested stock options and RSU`s granted prior to that date was $ 2,401,
which is expected to be recognized over a weighted average period of approximately one year.
F - 37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 13:- SHAREHOLDERS' EQUITY (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The following is a summary of the Company's stock options and RSUs granted separated into ranges of exercise price:
Exercise price
(range)
$
RSUs 0.0
0.01-2.00
2.01-4.00
4.01-6.00
6.01-8.00
8.01-10.00
10.01-13.04
Options and RSUs
outstanding
as of
December 31, 2019
Weighted
average
remaining
contractual
life (years) for
outstanding options
373,623
1,520,110
4,159,085
325,321
31,000
459,334
580,750
7,449,223
-
1.73
4.31
3.62
2.72
2.19
0.90
Weighted
average
exercise
price
$
0.00
1.21
2.73
4.59
6.50
8.99
12.40
Options and RSUs
exercisable
as of
December 31, 2019
Weighted
average
remaining
contractual life
(years) for
exercisable options
-
1,362,569
1,905,266
229,834
31,000
459,334
580,750
4,568,753
-
1.61
3.45
2.98
2.72
2.19
0.90
Weighted
average
exercise
price
$
0.00
1.20
2.70
4.75
6.50
8.99
12.40
The total equity-based compensation expense related to all of the Company's equity-based awards, recognized for the years ended December 31, 2017, 2018 and 2019,
was comprised as follows:
Cost of revenues
Research and development
Selling and marketing
General and administrative
2017
$
Year ended
December 31,
2018
2019
$
54
229
292
628
$
42
313
640
985
71
366
708
908
Total share-based compensation expenses
$
1,203
$
1,980
$
2,053
c.
Dividends:
In the event that cash dividends are declared in the future, such dividends will be paid in NIS or in foreign currency subject to any statutory limitations. The Company does
not intend to pay cash dividends in the foreseeable future.
F - 38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 14:- TAXES ON INCOME
a.
Israeli taxation:
1.
Measurement of taxable income:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The Company has elected to file its tax return under the Israeli Income Tax Regulations 1986 (Principles Regarding the Management of Books of Account of Foreign
Invested Companies and Certain Partnerships and the Determination of Their Taxable Income). Accordingly, starting tax year 2003, results of operations in Israel are
measured in terms of earnings in U.S. dollars.
2.
Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (the "Law"):
According to the Law, the Company is entitled to various tax benefits by virtue of the "Approved Enterprise" and/or "Benefited Enterprise" status granted to part of
their enterprises, as implied by this Law. The principal benefits by virtue of the Law are:
According to the provisions of the Law, the Company has chosen to enjoy the "Alternative" track. Under this track, the Company is tax exempt in the first two years
of the benefit period and subject to tax at the reduced rate of 10%-25% for the remaining benefit period. The benefit period under Approved Enterprise starts with the
first year the benefited enterprise earns taxable income, provided that 14 years have not passed since the approval was granted and 12 years have not passed since
the enterprise began operating. Under the Benefited Enterprise, the benefit period starts at the later of the year elected and the first year the Company earns taxable
income provided that 12 years have not passed since the beginning of the year of election. The respective benefit period has not yet begun, as no taxable income
was generated.
Generally, a company that is Abundant in Foreign Investment (owned by at least 74% foreign shareholders and has undertaken to invest a minimum sum of $20
million in the Beneficiary Enterprise) is entitled to an extension of the benefits period by an additional five years.
The tax benefits under the Approved Enterprise and Benefited Enterprise are conditional upon the fulfillment of the conditions stipulated by the Law, regulations
published and the letters of approval for the investments in the approved enterprises. Non-compliance with the conditions may cancel all or part of the benefits and
refund of the amount of the benefits, including interest.
The Company has three capital investment programs that have been granted Approved Enterprise status, under the Law and two programs under Benefited
Enterprise status pursuant to Amendment 60.
As of January 1, 2019, the 14 years have passed for the three Approved Enterprise programs.
F - 39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 14:- TAXES ON INCOME (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The Company has elected 2006 and 2009 as election years as a Benefited Enterprise.
As of January 1, 2019, the 12 years have passed for the 2006 Benefited Enterprise election year.
Income from sources other than the "Approved Enterprise" and "Benefited Enterprise" during the benefit period will be subject to the tax at the regular tax rate.
In December 2016, the Knesset passed an additional amendment to the Law which provides for additional benefits to Preferred Technological Enterprises by reducing
the tax rate on preferred Technological Enterprise income (as such is defined in Amendment 73) to 12% (the "Amendment"). This Amendment came into effect in
May 2017 when the Minister of Finance promulgated the regulations for its implementation. The Company has evaluated the effect of the adoption of the
Amendment on its financial statements, and as of the date of the approval of the financial statements, the Company did not apply the Amendment. The Company
may change its position in the future.
3.
Tax benefits under the Law for the Encouragement of Industry (Taxes), 1969:
The Encouragement Law provides several tax benefits for industrial companies. An industrial company is defined as a company resident and located in Israel, at least
90% of the income of which in a given tax year exclusive of income from specified Government loans, capital gains, interest and dividends, is derived from an
industrial enterprise owned by it. An industrial enterprise is defined as an enterprise whose major activity in a given tax year is industrial production activity.
Management believes that the Company is currently qualified as an "industrial company" under the Encouragement Law and, as such, enjoys tax benefits, including:
(1) deduction of purchase of know-how and patents and/or right to use a patent over an eight-year period; (2) the right to elect, under specified conditions, to file a
consolidated tax return with additional related Israeli industrial companies and an industrial holding company; (3) accelerated depreciation rates on equipment and
buildings; and (4) expenses related to a public offering on the Tel-Aviv Stock Exchange and on recognized stock markets outside of Israel, are deductible in equal
amounts over three years.
Eligibility for benefits under the Encouragement Law is not subject to receipt of prior approval from any Governmental authority. No assurance can be given that the
Israeli tax authorities will agree that the Company qualifies, or, if the Company qualifies, that the Company will continue to qualify as an industrial company or that
the benefits described above will be available to the Company in the future.
4.
Tax rates:
Taxable income of Israeli companies was subject to tax at the rate - 23% in the years 2019 and 2018, and 24% in 2017.
F - 40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 14:- TAXES ON INCOME (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The effective tax rate payable by a company which is taxed under the Investment Law may be considerably lower (see also note 14.a2 above). Israeli corporations are
generally taxed at the corporate income tax rate on their capital gains.
The Company's tax assessments through 2014 tax year are considered final.
b.
Tax Reform in U.S:
On December 22, 2017, new federal tax legislation was enacted in the United States (referred to as the Tax Cuts and Jobs Act). The Tax Cuts and Jobs Act reduced the
federal corporate income tax rate to 21% from 35% effective January 1, 2018. The rate change resulted in a reduction of the Company's net deferred tax assets of $153 and a
corresponding deferred income tax expense in 2017. The Company's federal income tax expense for tax years beginning January 1, 2018 is be based on the newly enacted
21% rate.
c.
Income taxes for non-Israeli subsidiaries:
Non-Israeli subsidiaries are taxes according to the tax laws in their respective counties of residence.
d.
The income tax expense (benefit) for the years ended December 31, 2017, 2018 and 2019 consisted of the following:
Current
Deferred
Domestic (Israel)
Foreign
Year ended
December 31,
2018
2017
2019
$
$
$
$
$
1,200
497
$
3,350
(6,601)
1,697
$
(3,251) $
$
1,533
164
(5,919) $
2,668
1,697
$
(3,251) $
2,734
(258)
2,476
781
1,695
2,476
F - 41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 14:- TAXES ON INCOME (Cont.)
e.
Deferred income taxes:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.
Significant components of the Company's deferred tax assets and liabilities are as follows:
Deferred tax assets:
Net operating loss carry forward
Temporary differences mainly relating to Research and Development, reserves and allowances
Deferred tax asset before valuation allowance
Valuation allowance
Deferred tax asset
Deferred tax liabilities:
Other temporary differences
Deferred tax asset, net
December 31,
2018
2019
$
$
75,755
24,875
100,630
(93,154)
71,653
25,773
97,426
(89,320)
7,476
8,106
(28)
-
$
7,448
$
8,106
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be
realized in each tax jurisdiction. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which
temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, in 2018, the Company recorded a tax asset of $ 7,200
reflecting tax benefit in Israel due to expected utilization of net operating losses in future years.
f.
Net operating loss carry forward and capital loss:
As of December 31, 2019, the Company has accumulated net operating losses and capital loss for Israeli income tax purposes in the amount of approximately $ 172,282 and
$ 7,538, respectively. The net operating losses and capital loss may be carried forward and offset against taxable income in the future for an indefinite period.
As of December 31, 2019, the Company's Norwegian subsidiary had a net operating loss carry forward of approximately $ 17,392 that can be carried forward. The net
operating losses may be carried forward and offset against taxable income in the future for an indefinite period.
F - 42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 14:- TAXES ON INCOME (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
As of December 31, 2019 the Company's Brazilian subsidiary had a net operating loss carryforward of approximately $ 43,612 that can be carried forward. The net operating
losses may be carried forward and offset against taxable income in the future for an indefinite period. The offset is limited to a maximum 30% of the annual taxable income.
g.
Income (Loss) before taxes is comprised as follows:
Domestic
Foreign
Year ended
December 31,
2018
2017
2019
$
$
$
13,145
4,112
$
17,921
1,874
(2,171)
2,952
17,257
$
19,795
$
781
h.
Reconciliation of the theoretical tax expense to the actual tax expense:
Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as
reported in the statements of operations is as follows:
Year ended
December 31,
2018
2017
2019
Income before taxes as reported in the consolidated statements of operations
$
17,257
$
19,795
$
Statutory tax rate
Theoretical tax income on the above amount at the Israeli statutory tax rate
Non-deductible expenses
Non-deductible expenses related to employee stock options
Changes in tax rate
Losses in respect of which no deferred taxes were generated (including changes in valuation allowance)
Recognition of deferred taxes during the year, for which valuation allowance was provided in prior years
Other
$
24%
23%
$
4,142
290
289
124
(3,225)
-
77
$
4,553
1,299
376
179
(4,068)
(7,200)
1,610
781
23%
180
519
472
(5)
977
-
333
Actual tax expense (benefit)
$
1,697
$
(3,251) $
2,476
F - 43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 14:- TAXES ON INCOME (Cont.)
i.
A reconciliation of the beginning and ending balances of unrecognized tax benefits related to uncertain tax positions is as follows:
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
Beginning balance
Decreases in tax positions for prior years
Increases related to tax positions taken during prior years
Increase related to tax positions taken during the current year
Ending balance
December 31,
2018
2019
$
$
2,160
(304)
18
499
$
2,373
$
2,373
(406)
40
485
2,492
The Company has further accrued $ 188 due to interest and penalty related to uncertain tax positions as of December 31, 2019.
NOTE 15:- REVENUES
The Company recognizes contract liabilities, or deferred revenues, when it receives advance payments from customers before performance obligations have been performed. The
balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period.
The following table presents the significant changes in the deferred revenue balance during the twelve months ended December 31, 2019:
Balance, beginning of the period
New performance obligations
Reclassification to revenue as a result of satisfying performance obligations
Balance, end of the period
Less: long-term portion of deferred revenue
Current portion, end of period
F - 44
Year ended
December 31,
2018
Year ended
December 31,
2019
$
$
$
5,193
12,746
(14,066)
3,873
-
3,873
$
3,873
11,195
(7,069)
7,999
6,265
1,734
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 15:- REVENUES (Cont.)
Remaining performance obligations represent contracted revenues that have not yet been recognized, which includes deferred revenues and non-cancelable contracts that will be
recognized as revenue in future periods. The following table represents the remaining performance obligations as of December 31, 2019, which are expected to be satisfied and
recognized in future periods:
Unsatisfied performance obligations
2020
2021
2022 and
thereafter
$
7,404
$
4,182
$
6,265
The Company elected to apply the optional exemption under ASC 606 paragraph 10-50-14(a) not to disclose the remaining performance obligations that relate to contracts with an
original expected duration of one year or less for which deferred revenues have not been recorded yet.
NOTE 16:- SEGMENTS, CUSTOMERS AND GEOGRAPHIC INFORMATION
a.
b.
The Company applies ASC topic 280, "Segment Reporting", ("ASC 820"). The Company operates in one reportable segment (see Note 1a for a brief description of the
Company's business). The total revenues are attributed to geographic areas based on the location of the end customer.
The following tables present total revenues for the years ended December 31, 2017, 2018 and 2019 and long-lived assets as of December 31, 2018 and 2019:
Revenues from sales to unaffiliated customers:
North America
Europe
Africa
Asia-Pacific and Middle East
India
Latin America
Property and equipment, net, by geographic areas:
Israel
Others
F - 45
Year ended
December 31,
2018
2017
2019
$
$
39,498
45,448
12,111
44,983
130,042
59,951
$
41,384
38,919
23,690
47,320
131,201
61,360
42,474
42,439
25,614
53,948
49,748
71,360
$
332,033
$
343,874
$
285,583
December 31,
2018
2019
$
$
28,494
5,119
33,613
$
$
29,165
5,700
34,865
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 16:- SEGMENTS, CUSTOMERS AND GEOGRAPHIC INFORMATION (Cont.)
c.
Major customer data as a percentage of total revenues:
In 2019 the Company had revenues from two customers that represents two groups of affiliated companies equaling 14.0% and 11.8% of total revenues. In 2018, the
Company had revenues from a single customer that accounted for approximately 21.1% and from a customer that represents group of affiliated companies equaling 19.6% of
total revenues. In 2017, the Company had revenues from a single customer that accounted for approximately 27.3% and from a customer that represents group of affiliated
companies equaling 12.3% of total revenues.
NOTE 17:- SELECTED STATEMENTS OF OPERATIONS DATA
a.
Financial expenses and others, net:
Financial income:
Interest on deposits
Foreign currency translation differences and derivatives (*)
Financial expenses:
Bank charges and interest on loans
Foreign currency translation differences and derivatives
Others
Year ended
December 31,
2018
2017
2019
$
$
126
2,522
$
111
3,981
2,648
4,092
(4,830)
(3,707)
-
(4,597)
(5,844)
-
(8,537)
(10,441)
111
190
301
(3,787)
(2,627)
(408)
(6,822)
$
(5,889) $
(6,349) $
(6,521)
(*) During 2018 the Company recorded $ 969 income upon collection of trade receivables balances from customer in Venezuela at a rate which was higher than the rate it
could collect these receivables previously.
F - 46
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 17:- SELECTED STATEMENTS OF OPERATIONS DATA (Cont.)
b.
Net income (loss) per share:
The following table sets forth the computation of basic and diluted net earnings per share:
Numerator:
Numerator for basic and diluted net income (loss) per share - income (loss) available to shareholders of
Ordinary shares
Denominator:
Year ended
December 31,
2018
2017
2019
$
15,560
$
23,046
$
(2,344)
Denominator for basic net income (loss) per share - weighted average number of Ordinary shares
77,916,912
78,579,013
80,296,581
Effect of dilutive securities:
Employee stock options and RSU
2,025,441
2,442,514
-
Denominator for diluted net income (loss) per share - adjusted weighted average number of shares
79,942,353
81,021,527
80,296,581
NOTE 18:- RELATED PARTY BALANCES AND TRANSACTIONS
Related party balances and transactions are with related companies and principal shareholder. Yehuda Zisapel is a shareholder of the Company. Zohar Zisapel is the Chairman of
the Board of Directors of the Company and also a principal shareholder of the Company. Yehuda and Zohar Zisapel are brothers who do not have a voting agreement between
them. Jointly or severally, they are also founders, directors and principal shareholders of several other companies that are known as the RAD-BYNET group.
Members of the RAD-BYNET group provide the Company on an as-needed basis with information systems infrastructure, administrative services, medical insurance, as well as in
connection with logistics services, the Company reimburses each company for its costs in providing these services. The aggregate amount of these expenses was approximately
$ 1,857, $ 1,856 and $ 2,242 in 2017, 2018 and 2019, respectively.
The Company leases its offices in Israel from real estate holding companies controlled by Yehuda and Zohar Zisapel. The leases of this facility will expire end of December 2020.
The aggregate amount of rent and maintenance expenses related to these properties was approximately $ 1,849 in 2017, $ 1,960 in 2018 and $1,936 in 2019.
F - 47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 18:- RELATED PARTY BALANCES AND TRANSACTIONS (Cont.)
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
The Company has an OEM arrangement with RADWIN, a member of RAD-BYNET group, according to which the Company purchases RADWIN products that are then resold to
the Company's customers. In addition, the Company purchases certain inventory components from other members of the RAD-BYNET group, which are integrated into its
products. The aggregate purchase price of these components was approximately $ 1,325, $ 78 and $ 152 for the years ended December 31, 2017, 2018 and 2019, respectively.
The Company purchases certain property and equipment from members of the RAD-BYNET group, the aggregate purchase price of these assets was approximately $ 224, $ 148 and
$ 46 for the years ended December 31, 2017, 2018 and 2019, respectively.
As part of the commercial agreements with Orocom for the Fitel project in Peru, the Company has two seats in Orocom’s board of directors, which comprise half of Orocom’s board
seats, as well as other protective rights in Orocom. As a result, Orocom and its shareholders were defined as related companies of Ceragon. The Company and Orocom are in
discussion regarding the effect of the return of the bank guarantees (for more information see Note 11 above). During 2019, the Company recorded revenues in the amount of $
6,575 related to FITEL project. During 2018 and 2019, Amitel Perú Telecomunicaciones S.A.C. (“Amitel”) - one of Orocom’s shareholders and a partner in the Fitel project – won a
tender of Ceragon for the provision of site surveys services in the sum of approximately $ 490 and $ 900 respectively.
In December 2018, the company purchased 14% (11% on a fully diluted basis) of the share capital of Compass for a consideration of $ 833. As of December 31, 2019, the Company
holds 11% (7% on a fully diluted basis) of the share capital of Compass (see note 1b).
Transactions with related parties:
Revenues
Cost of revenues
Research and development expenses
Selling and marketing expenses
General and administrative expenses
Purchase of property and equipment
Year ended
December 31,
2018
2019
2017
$
$
$
$
$
$
173
$
2,160
$
3,336
$
1,111
$
1,063
$
1,008
$
813
$
771
$
995
$
1,067
$
224
$
148
$
6,745
1,659
1,248
763
1,002
46
F - 48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share data)
NOTE 18:- RELATED PARTY BALANCES AND TRANSACTIONS (Cont.)
Balances with related parties:
Trade payables, other accounts payable and accrued expenses
Trade Receivables
NOTE 19:- SUBSEQUENT EVENTS
CERAGON NETWORKS LTD. AND ITS SUBSIDIARIES
December 31,
2018
2019
$
$
2,077
1,733
$
$
1,148
7,378
Towards the end of December 2019, an outbreak of a novel strain of coronavirus (COVID-19) emerged at first in China. The COVID-19 has spread rapidly to many parts of the world.
The epidemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China and elsewhere. The Company's operation and financial
performance could be adversely affected to the extent that coronavirus or any other epidemic harms the global economy. The Company may also experience impacts to certain of its
customers and/or suppliers as a result of a health epidemic or other outbreak occurring in one or more of its markets. Further, its operations have and may further experience
disruptions, such as temporary closure of its offices, manufacturing facility and/or those of its customers or suppliers and suspension of services, which may materially and
adversely affect its business, cash flow, financial condition and results of operations. The duration of the business disruption and related financial impact cannot be reasonably
estimated at this time. The Company will continue to monitor the situation closely and assess the impact on its operations and financial results.
F - 49
DESCRIPTION OF CERAGON NETWORKS LTD.
SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Exhibit 2.1
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
Ordinary Shares, Par Value NIS 0.01
Trading Symbol(s)
CRNT
Name of Each Exchange on Which Registered
Nasdaq Global Select 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
The number of outstanding shares as of the close of the period covered by the annual report is 80,662,805 Ordinary Shares, NIS 0.01 par value per share.
The rights attached to our ordinary share are as set forth in the Companies Law and the Company’s Articles of Association, a description thereof is provided under “Item 10.
“ADDITIONAL INFORMATION”, under the caption “Articles of Association”. Those rights include, inter alia, the right to receive notices of, and to attend meetings of shareholders; for each
share held, the right to one vote at all meetings of shareholders; and to share equally, on a per share basis, in such dividend and other distributions to shareholders of the Company as may be
declared by the Board of Directors in accordance with the Articles of Association and the Companies Law, and upon liquidation or dissolution of the Company, in the distribution of assets of
the Company legally available for distribution to shareholders in accordance with the terms of applicable law and the Articles of Association. All Ordinary Shares rank pari passu in all respects
with each other.
See also the duties imposed on the Shareholders under the Companies Law, as set forth in Item 6. “DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES” under the caption
“Duties of Office Holders and Shareholders” – “Duties of Shareholders”.
At December 31, 2019, Ceragon Networks Ltd. (“Ceragon,” “we” or the “Company”) had one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended: ordinary shares, par value NIS 0.01 each. Under our Articles of Association, 120,000,000 of our ordinary shares are authorized, of which 80,662,805 of such ordinary shares were
issued and outstanding as of December 31, 2019. The ordinary shares are registered for trading on the NASDAQ Global Select Market and on the Tel Aviv Stock Exchange under the trading
symbol CRNT.
Capitalized terms used but not defined herein shall have the meanings given to them in the annual report on Form 20-F.
This Exhibit sets forth a description of our ordinary shares and certain provisions of our Articles of Association which are summaries and are qualified in their entirety by reference to
the full text of our Articles of Association, which was previously filed as exhibit 1.2 to the Company’s annual report on Form 20-F for the year ended December 31, 2016 (referred to hereafter as
our “Articles of Association”).
Objects and purposes.
Our registration number with the Israeli Registrar of Companies is 51-235244-4. Our purpose as set forth in article 1 to our Articles of Association is to engage, directly or indirectly, in
any lawful undertaking or business whatsoever.
Meetings of Shareholders, Quorum and Voting Rights.
According to the Companies Law and our Articles of Association, an annual general meeting of our shareholders shall be held once every calendar year, provided it is within a period of
not more than fifteen (15) months after the preceding annual general meeting. Our Board of Directors may, whenever it deems fit, convene a special general meeting at such time and place as may
be determined by the board, and, pursuant to the Companies Law, must convene a meeting upon the demand of: (a) two directors or one quarter of the directors in office; or (b) the holder or
holders of: (i) 5% or more of the Company’s issued share capital and one percent 1% or more of its voting rights; or (ii) 5% or more of the Company’s voting rights. If the Board of Directors does
not convene a meeting upon a valid demand of any of the above then the persons who made the demand, and in the case of shareholders, part of such demanding shareholders holding at least
half of the voting rights of such demanding shareholders, may convene a meeting of the shareholders to be held within three months of the demand. Alternatively, upon petition by the
individuals making the demand, a court may order that a meeting be convened.
The Chairman of the Board of Directors, or any other director or office holder of the Company who may be designated for this purpose by the Board of Directors, shall preside as
Chairman at every general meeting of the Company. If there is no such Chairman, or if at any meeting such Chairman is not present within fifteen (15) minutes after the time fixed for holding the
meeting or is unwilling to act as Chairman, the members present shall choose someone of their number to be Chairman. The office of Chairman shall not, by itself, entitle the holder thereof to vote
at any general meeting nor shall it entitle such holder to a second or casting vote (without derogating, however, from the rights of such Chairman to vote as a shareholder or proxy of a
shareholder if, in fact, he is also a shareholder or such proxy).
Pursuant to the Companies Law and the regulations promulgated pursuant to the Companies Law and governing the terms of notice and publication of shareholder meetings of public
companies, shareholder meetings generally require prior notice of not less than 21 days, and not less than 35 days in certain cases. Pursuant to the Articles of Association, we are not required to
deliver or serve notice of a general meeting or of any adjournments thereof to any shareholder. However, subject to applicable law and stock exchange rules and regulations, we will publicize the
convening of a general meeting in any manner reasonably determined by us, and any such publication shall be deemed duly made, given and delivered to all shareholders on the date on which it
is first made, posted, filed or published in the manner so determined by us in our sole discretion.
The function of the general meeting is to elect directors, receive and consider the profit and loss account, the balance sheet and the ordinary reports and accounts of the directors and
auditors, appoint auditors, approve certain interested party transactions requiring general meeting approval as provided in the Companies Law, approve the Company’s merger, exercise of the
powers of the Board of Directors if the Board of Directors is unable to exercise its powers and the exercise of any of its powers is vital for our proper management, approve amendments of our
Articles of Association and transact any other business which under our Articles of Association or applicable law may be transacted by the shareholders of the Company in a general meeting.
Under our Articles of Association, the quorum required for a meeting of shareholders consists the presence, in person or by proxy, of at least two shareholders holding shares
conferring in the aggregate twenty five percent (25%) or more of the voting power of the Company. If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if convened by the Board of Directors upon the demand of shareholders or upon the demand of less than 50% of the directors then in office or directly by such shareholders or
directors, shall be cancelled. If a meeting is otherwise called and no quorum is present within half an hour from the time appointed for such meeting it shall stand adjourned to the same day in the
following week at the same time and place or to such other day, time and place as the Chairman of the meeting may determine 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 adjourned meeting, the required quorum consists of any two shareholders.
Subject to the provisions of the Articles of Association, holders of fully paid ordinary shares have one vote for each ordinary share held by such shareholder of record, on all matters
submitted to a vote of shareholders. Shareholders may vote in person, by proxy or by proxy card. These voting rights may be affected by the grant of any special voting rights to the holders of a
class of shares with preferential rights that may be authorized in the future. As our ordinary shares do not have cumulative voting rights in the election of directors, the holders of the majority of
the shares present and voting at a shareholders meeting generally have the power to elect all of our directors, except the external directors whose election requires a special majority.
Unless otherwise prescribed in our Articles of Association and/or under the Companies Law, shareholders resolutions are deemed adopted if approved by the holders of a majority of
the voting power represented at the meeting in person, by proxy or by proxy card, and voting on the matter.
Share Ownership Restrictions
The ownership or voting of ordinary shares by non-residents of Israel is not restricted in any way by the Articles of Association or the laws of the State of Israel, except that citizens of
countries that are in a state of war with Israel may not be recognized as owners of ordinary shares.
Transfer of Shares
Our ordinary shares which have been fully paid-up are transferable by submission of a proper instrument of transfer together with the certificate of the shares to be transferred and such
other evidence of title, as the Board of Directors may require, unless such transfer is prohibited by another instrument or by applicable securities laws.
Modification of Class Rights
Pursuant to our Articles of Association, if at any time the share capital is divided into different classes of shares, the rights attached to any class, unless otherwise provided by our
Articles of Association, may be modified or abrogated by the Company, by shareholders resolution, subject to the requirement that such resolution is also approved by a majority of the holders
of the shares of such applicable class, who are present and voting at a separate general meeting of the holders of the shares of such class.
2
Dividends
Under the Companies law, dividends may be distributed only out of profits available for dividends as determined by the Companies Law, provided that there is no reasonable concern
that the distribution will prevent the Company from being able to meet its existing and anticipated obligations when they become due. If the company does not meet the profit requirement, a
court may nevertheless allow the company to distribute a dividend, as long as the court is convinced that there is no reasonable concern that such distribution will prevent the company from
being able to meet its existing and anticipated obligations when they become due. Pursuant to our Articles of Association, no dividend shall be paid otherwise than out of the profits of the
Company. Generally, under the Companies Law, the decision to distribute dividends and the amount to be distributed is made by a company’s board of directors.
Our Articles of Association provide that our Board of Directors, may, subject to the Companies Law, from time to time, declare and cause the Company to pay such dividends as may
appear to the Board of Directors to be justified by the profits of our Company. Subject to the rights of the holders of shares with preferential, special or deferred rights that may be authorized in
the future, our profits which shall be declared as dividends shall be distributed according to the proportion of the nominal (par) value paid up or credited as paid up on account of the shares held
at the date so appointed by the Company and in respect of which such dividend is being paid, without regard to the premium paid in excess of the nominal (par) value, if any. The declaration of
dividends does not require Shareholders’ approval.
To date, we have not declared or distributed any dividend and we currently do not intend to pay cash dividends on our ordinary shares in the foreseeable future.
Liquidation Rights
In the event of our winding up or liquidation or dissolution, subject to applicable law, our assets available for distribution among the shareholders shall be distributed to the holders of
ordinary shares in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such distribution is
being made, without regard to any premium paid in excess of the nominal value, if any. This liquidation right may be affected by the grant of limited or preferential rights as to liquidation to the
holders of a class of shares that may be authorized in the future.
Mergers and Acquisitions under Israeli Law
In general, a merger of a company, that was incorporated before the enactment of the Companies Law, requires the approval of the holders of a majority of 75% of the voting power
represented at the annual or special general meeting in person or by proxy or by a written ballot, as shall be permitted, and voting thereon in accordance with the provisions of the Companies
Law. However, in accordance with our Articles of Association, a shareholder resolution approving a merger (as defined in the Companies law) of the Company shall be deemed adopted if
approved by the holders of a majority of the voting power represented at the meeting in person or by proxy and voting thereon. Upon the request of a creditor of either party of the proposed
merger, the 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 to the merger. In addition, a merger may not be completed unless at least: (i) 50 days have passed from the time that the requisite proposal for the merger has
been filed by each party with the Israeli Registrar of Companies; and (ii) 30 days have passed since the merger was approved by the shareholders of each party.
The Companies Law also provides that, an acquisition of shares in a public company must be made by means of a tender offer: (a) if there is no existing shareholder, or a group of
shareholders holding shares together, in the company holding shares conferring 25% or more of the voting rights at the general meeting (a “control block”), and as a result of the acquisition the
purchaser would become a holder of a control block; or (b) if there is no existing shareholder, or a group of shareholders holding shares together, in the company holding shares conferring 45%
or more of the voting rights at the general meeting and as a result of the acquisition the purchaser would become a holder of 45% or more of the voting rights at the general meeting.
Notwithstanding, the abovementioned requirements do not apply if the acquisition was: (1) made by way of a private placement that received shareholders’ approval (which includes an explicit
approval that the purchaser will become, as a result of such acquisition, a holder of a “control block,” or of 45% or more of the voting power in the company, and unless there is already a holder
of a “control block” or of 45% or more of the voting power in the company, respectively); (2) was from a holder of a “control block” in the company and resulted in the acquirer becoming a holder
of a “control block”; or (3) was from a holder of 45% or more of the voting power in the company and resulted in the acquirer becoming a holder of 45% or more of the voting power in the
company. The tender offer must be extended to all shareholders, but the offeror is not required to purchase more than 5% of the company’s outstanding shares, regardless of how many shares
are tendered by shareholders. The tender offer may be consummated only if: (i) at least 5% of the company’s outstanding shares will be acquired by the offeror; and (ii) the number of shares
acquired in the offer exceeds the number of shares whose holders objected to the offer.
3
Under the Companies Law, a person may not acquire shares in a public company if, after the acquisition, the acquirer will hold more than 90% of the shares or more than 90% of any
class of shares of that company, unless a tender offer is made to purchase all of the shares or all of the shares of the particular class. The Companies Law also generally provides that as long as a
shareholder in a public company holds more than 90% of the company’s shares or of a class of shares, that shareholder shall be precluded from purchasing any additional shares. The full tender
offer shall be accepted and all the shares that the acquirer offered to purchase (i.e. all of the shares not owned by the acquirer) will be transferred to it if (i) the shareholders who declined or do
not respond to the tender offer hold less than 5% of the company’s outstanding share capital or of the relevant class of shares and the majority of offerees who do not have a personal interest in
accepting the tender offer accepted the offer, or (ii) the shareholders who declined or do not respond to the tender offer hold less than 2% of the company’s outstanding share capital or of the
relevant class of shares. The Companies Law provides that a shareholder that had his or her shares so transferred, whether he or she accepted the tender offer or not, has the right, within six
months from the date of acceptance of the tender offer, to petition the court to determine that the tender offer was for less than fair value and that the fair value should be paid as determined by
the court. However, the acquirer may provide in its offer that shareholders who accept the tender offer will not be entitled to such rights. If as a result of a full tender offer the acquirer would own
95% or less of the outstanding shares, then the acquirer may not acquire shares that will cause his shareholding to exceed 90% of the outstanding shares.
Duties of Office Holders and Shareholders
Duties of Office Holders
Fiduciary Duties. The Companies Law imposes a duty of care and a duty of loyalty on all office holders of a company, including directors. The duty of care requires an office holder to
act with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances, and requires office holders to use reasonable means to
obtain (i) information regarding the business advisability of a given action brought for the office holders’ approval or performed by the office holders by virtue of their position, and (ii) all other
information of importance pertaining to the aforesaid actions. The duty of loyalty includes avoiding any conflict of interest between the office holder’s position in the company and his personal
affairs, avoiding any competition with the company, avoiding the exploitation of any business opportunity of the company in order to receive personal advantage for himself or others, and
revealing to the company any information or documents relating to the company’s affairs which the office holder has received due to his position as an office holder.
The company may approve an action by an office holder from which the office holder would otherwise have to refrain due to its violation of the office holder’s duty of loyalty if: (i) the
office holder acts in good faith and the act or its approval is not to the detriment of the company, and (ii) the office holder discloses the nature of his or her interest in the transaction to the
company a reasonable time prior to the company’s approval.
Each person listed in the table above under “Directors and Senior Management” is considered an office holder under the Companies Law.
Disclosure of Personal Interests of 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 and documents known to him or her relating to any existing or proposed transaction by the company. If the transaction is an extraordinary transaction, the
office holder must also disclose any personal interest held by the office holder’s spouse, siblings, parents, grandparents, descendants, spouse’s siblings, parents and descendants and the
spouses of any of these people, or any corporation in which the office holder: (i) holds at least 5% of the company’s outstanding share capital or voting rights; (ii) is a director or chief executive
officer; or (iii) has the right to appoint at least one director or the chief executive officer. An extraordinary transaction is defined as a transaction that is either: (i) not in the ordinary course of
business; (ii) not on market terms; or (iii) likely to have a material impact on the company’s profitability, assets or liabilities.
In the case of a transaction which is not an extraordinary transaction, after the office holder complies with the above disclosure requirements, only board approval is required unless the
articles of association of the company provide otherwise. The transaction must not be adverse to of the company's interest. If a transaction is an extraordinary transaction, or concerns the terms
of office and employment, then, in addition to any approval stipulated by the articles of association, it must also be approved by the company’s audit committee (or with respect to terms of office
and employment, by the compensation committee) and then by the board of directors, and, under certain circumstances, by shareholders of the company.
4
A person with a personal interest in any matter may not generally be present at any audit committee, compensation committee or board of directors meeting where such matter is being
considered, and if he or she is a member of the committee or a director, he or she may not generally vote on such matter at the applicable meeting.
Duties of Shareholders
Under the Companies Law, a shareholder has a duty to: (i) act in good faith toward the company and other shareholders; and (ii) refrain from abusing his or her power in the company,
including, among other things, voting in a general meeting of shareholders with respect to the following matters: (a) any amendment to the articles of association; (b) an increase of the
company’s authorized share capital; (c) a merger; or (d) approval of interested party transactions which require shareholders’ approval.
In addition, any controlling shareholder, or any shareholder who knows that it possesses power to determine the outcome of a shareholder vote and any shareholder who, pursuant to
the provisions of a company’s articles of association, has the power to appoint or prevent the appointment of an office holder in the company, is under a duty to act with fairness towards the
company. The Companies Law does not describe the substance of this duty but states that the remedies generally available upon a breach of contract, will also apply in the event of a breach of
the duty of fairness, taking into account such shareholder’s position.
5
Exhibit 4.11
English Summary of the Hebrew Original
of the first part;
of the second part;
of the third part;
By and Among:
The Entities Listed in Annex 1 of the Credit Agreement
in their capacities as lenders (hereinafter: the "Lenders")
Amendment no. 9 to the Credit Agreement dated March 14, 2013
that was made and entered in Tel Aviv, on November __, 2019
Bank Hapoalim Ltd.
in its capacity as the Credit Manager
and in its capacity as the Securities' Trustee
(hereinafter: "Bank Hapoalim")
Ceragon Networks Ltd.
Company number 51-235244-4
of 24 Raoul Wallenberg St., Tel Aviv, 6971920
(hereinafter: the "Borrower")
and:
and:
Whereas
Whereas
(each of the Lenders, the Credit Manager, the Securities' Trustee and the Borrower shall be referred to hereinbelow as a "Party" and jointly as the "Parties")
on March 14, 2013, the Borrower entered into a credit agreement with the Lenders (hereinafter: the "Credit Agreement"), in the framework of which, and by virtue of which,
inter alia, the "Credit" was made available to the Borrower; and
on November 3, 2013, following the Borrower's request to make various amendments to the Credit Agreement, Amendment no. 1 to the Credit Agreement was executed by and
among the Parties, and on April 29, 2014, following the Borrower's request to make additional amendments to the Credit Agreement, instead of the amendments that were made
to the Credit Agreement in the framework of Amendment no. 1, Amendment no. 2 to the Credit Agreement was executed by and among the Parties, and on March 31, 2015,
following the Borrower's request to make various amendments to the Credit Agreement, inter alia, instead of various amendments that were made to the Credit Agreement in
the framework of Amendment no. 2 and remained in force, Amendment no. 3 to the Credit Agreement was executed by and among the Parties and on March 10, 2016, following
the Borrower's request to make various amendments to the Credit Agreement, inter alia, instead of various amendments that were made to the Credit Agreement in the
framework of Amendment no. 3, Amendment no. 4 to the Credit Agreement was executed by and among the Parties, and on December 6, 2016, following the Borrower's request
to make various amendments to the Credit Agreement, inter alia, instead of various amendments that were made to the Credit Agreement in the framework of Amendment no. 3
and remained in force, Amendment no. 5 to the Credit Agreement was executed by and among the Parties, and on March 30, 2017, following the Borrower's request to make
various amendments to the Credit Agreement, Amendment no. 6 to the Credit Agreement was executed by and among the Parties, and on February 12, 2018, following the
Borrower's request to make various amendments to the Credit Agreement, Amendment no. 7 to the Credit Agreement was executed by and among the Parties, and on March 26,
2018, following the Borrower's request to make various amendments to the Credit Agreement, Amendment no. 8 to the Credit Agreement was executed by and among the Parties
(hereinafter, jointly, the "Amendments"); and
the Borrower approached the Lenders and requested to make various additional amendments to the Credit Agreement and to the Amendments, as specified in this Amendment
below; and
in reliance upon the veracity of the Borrower's representations and warranties in the Credit Agreement and in this Amendment, as specified below, and the fulfillment of all of its
undertakings as specified in the Credit Agreement, as amended in this Amendment, the Remaining Lenders agreed to the Borrower's request, all subject to and in accordance
with the terms and conditions and the provisions of the Credit Agreement and this Amendment;
Now, Therefore, it has been represented, stipulated and agreed among the
Parties, as follows:
Whereas
Whereas
1. General
1.1 The preamble to this Amendment constitutes an integral part hereof. All of the terms mentioned above and below in this Amendment shall have the meaning given to them in the Credit
Agreement, unless explicitly stated otherwise.
1.2 For the removal of doubt it is agreed that this Amendment constitutes part of the Credit Documents, as defined in Section 2 of the Credit Agreement.
1.3 In addition to any representation, warranty or undertaking of the Borrower in the Credit Agreement or in the other "Credit Documents" (as such term is defined in the Credit Agreement)
or in any other document or agreement that was or shall be delivered to the Lenders in connection with the Credit or in connection with the securities, and without prejudicing or
derogating from any of the above (unless as is warranted pursuant to this Amendment), the Borrower represents, confirms and undertakes towards the Lenders and to the position
holders as follows:
2
1.3.1
That the Borrower has and continues to precisely and entirely comply with all the provisions of the Credit Agreement;
1.3.2
1.3.3
That all of the Borrower's representations that are specified in the Credit Agreement (other than those specified in Sections 15.1.2, 15.1.3(a), 15.1.5, 15.1.6, 15.1.10, 15.1.11 and
15.1.16) remain true and correct as of the date of the execution of this Amendment;
That (a) the Borrower has obtained all of the resolutions, consents, authorizations, permits and approvals required under its documents of incorporation, under any law and
under the directive of any authority, with respect to making this Amendment or with respect to the Credit Agreement and its annexes; (b) there is no need to adopt resolutions
or receive any other approvals or consents; (c) all of the measures and actions that are required in order to duly approve its engagement under this Amendment have been
taken; (d) all of the Borrower's undertakings under, in the framework of or in connection with this Amendment or the Credit Agreement or the other Credit Documents are legal,
in force, valid, binding and enforceable against it, as per their terms and conditions.
2. A Permitted Factoring Transaction
Section 16.16 of the Credit Agreement shall be amended as follows:
2.1
In subsection (a) the amount of “US$ 50 Million (Fifty Million US Dollars)” is hereby replaced with the amount of “US$ 35 Million (Thirty Five Million US Dollars)”.
2.2
In subsection (b) the amount of “US$ 10 Million (Ten Million US Dollars)” is hereby replaced with the amount of “US$ 15 Million (Fifteen Million US Dollars)”.
2.3
A new subsection (c) is hereby added immediately following subsection (b) to read as follows:
“(c) From clients that are among the [------------]1 group, in an amount which shall not, at any time, in total, exceed US$ 10 Million (Ten Million US Dollars)”.
2.4
The provisions of Section 16.16 not altered or modified by this Amendment shall remain in effect.
1 Specific customer in India
3
3. Miscellaneous
3.1 Upon the execution of this Amendment, the Borrower shall deliver to the Lenders (via the Manager) a detailed report with respect to all of the Permitted Factoring Transactions that
were made thereby until the execution of this Amendment, at such detail that is to the Lenders' satisfaction.
3.2 Unless otherwise expressly set forth in this Amendment, the terms and conditions and the obligations specified in this Amendment do not derogate from or prejudice or modify any
other undertaking of the Borrower towards the Lenders or the validity of any security whatsoever that was made available to the benefit of the Securities' Trustee for the Lenders, under
and by virtue of the Credit Agreement or the other Credit Documents or any other agreement or document that was or shall be delivered to the Lenders or to a position holder with
respect to the Credit, and these shall continue to have full and binding force, including all of the provisions relating to the Lenders' rights to make the Credit immediately payable, all in
accordance with and subject to the provisions and the terms and conditions of the Credit Documents.
3.3 This Amendment, unless explicitly stated otherwise herein, is meant to be in addition to all that is stated in the Credit Agreement and in the Amendments, and shall not derogate from or
modify or prejudice them, and other than as explicitly specified in this Amendment, all of the rights of the Lenders and of the Borrower under the Credit Agreement, the Amendments
and applicable law, are fully reserved.
3.4 This Amendment may be signed by its Parties in one copy or in several separate copies by any of the Parties, which shall all constitute one document.
3.5 This Amendment shall be signed on behalf of the Lenders by Bank Hapoalim in its capacity as the Credit Manager and in its capacity as the Securities' Trustee.
[Signature page transferred to next page]
4
In Witness Whereof, the Parties have affixed their signatures:
(-)
Ceragon Networks Ltd.
(-)
The First International Bank of Israel Ltd.
(as a Lender)
(-)
HSBC BANK PLC
(as a Lender)
(-)
Bank Leumi Le-Israel Ltd.
(as a Lender)
(-)
Bank Hapoalim Ltd.
(as a Lender, in its capacity as the Credit Manager, in its capacity as the Securities
Trustee)
Lawyer's Confirmation
I, the undersigned, Zvi Maayan, Adv., serve as Legal Counsel to Ceragon Networks Ltd. (hereinafter: the "Borrower"), and hereby confirm that this Amendment was duly signed by the
Borrower, through Ira Palti, ID [-----------] and by Ran Vered, ID [-----------], pursuant to the Borrower's resolution that was duly adopted in accordance with the Borrower's documents of
incorporation as currently in effect. I further hereby confirm that this agreement was signed by those who are authorized to bind the Borrower, whose signatures on this Agreement bind the
Borrower for all matters whatsoever.
29.3.2020
Date
(-)
Lawyer's Signature and Stamp
5
List of Significant Subsidiaries
Exhibit 8.1
Company
Ceragon Networks, Inc.
Ceragon Networks (India) Private Limited
Place of Incorporation
New Jersey
India
I, Ira Palti, certify that:
1.
I have reviewed this annual report on Form 20-F of Ceragon Networks Ltd.;
CERTIFICATION
Exhibit 12.1
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the
audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 31, 2020
CERAGON NETWORKS LTD.
By: /s/ Ira Palti
Name: Ira Palti
Title: President and Chief Executive Officer
I, Ran Vered, certify that:
1.
I have reviewed this annual report on Form 20-F of Ceragon Networks Ltd.;
CERTIFICATION
Exhibit 12.2
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the
audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 31, 2020
CERAGON NETWORKS LTD.
By: /s/ Ran Vered
Name: Ran Vered
Title: Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 13.1
In connection with the Annual Report on Form 20-F of Ceragon Networks Ltd. (the “Company”) for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on
the date hereof (the “Report”), the undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to the best of our
knowledge:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 31, 2020
By: /s/ Ira Palti
Name: Ira Palti
Title: President and Chief Executive Officer
By: /s/ Ran Vered
Name: Ran Vered
Title: Chief Financial Officer
A signed copy of this written statement required by Section 906 has been provided to Ceragon Networks Ltd. and will be retained by Ceragon Networks Ltd. and furnished to the Securities and
Exchange Commission or its staff upon request.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 15.1
We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-217194) of Ceragon Networks Ltd. and in the related Prospectus and in the Registration Statement
(Form S-8 No. 333-54356, 333-117849, 333-136633, 333-158983, 333-164064, 333-173480, 333-187953, 333-204090 and 333-231529) of our reports dated March 31, 2020, with respect to the
consolidated financial statements of Ceragon Networks Ltd. and the effectiveness of internal control over financial reporting of Ceragon Networks Ltd. included in this Annual Report (Form 20-
F) for the year ended December 31, 2019.
Tel-Aviv
March 31, 2020
/s/ KOST FORER GABBAY & KASIERER
KOST FORER GABBAY & KASIERER
A Member of EY Global
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 15.2
We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-217194) and related Prospectus and in the Registration Statement (Form S-8 No. 333-54356, 333-
117849, 333-136633, 333-158983, 333-164064, 333-173480, 333-187953, 333-204090 and 333-231529) of Ceragon Networks Ltd. of our report dated March 31, 2019, with respect to the consolidated
financial statements of Ceragon America Latina Ltda. and the effectiveness of internal control over financial reporting of Ceragon America Latina Ltda. included in its Annual Report (Form 20-F)
for the year ended December 31, 2018.
Sao Paulo,
March 31, 2020
/s/ Mazars Auditores Independentes S.S.