Annual Report & Financial Statements
For the Year Ended 31 December 2017
Registered Office:
1 Hamelacha Street
Lod Industrial Park
7152001
Israel
250536 Ethernity Networks 01pp-09pp.qxp 26/06/2018 13:34 Page 01
01
Ethernity Networks is a technology
solutions provider that developed and
delivered data processing technology
used in high-end Carrier Ethernet
applications across the telecom, mobile,
security and data center markets. The
company is currently working to
accelerate commercialisation through
the launch of its Smart NIC combined
with virtualised software solutions,
based on its validated data processing
technology The Company’s core
technology, which is populated on
programmable logic, enables delivering
data offload functionality at the pace of
software development, improves
performance and reduces power
consumption and latency, therefore
facilitating the deployment of
virtualization of networking
functionality.
The Company is headquartered in Israel.
Contents
STRATEGIC REPORT
• Statutory and Other Information 2
• Chairman’s Statement 3
• Chief Executive’s Statement 4
• Strategic and Financial Review 6
• Board of Directors 10
CORPORATE GOVERNANCE
• Corporate Governance Statement 12
• Directors’ Report 16
• Statement of Directors’ Responsibilities 17
FINANCIAL STATEMENTS
• Independent Auditor’s Report to the Members
of Ethernity Networks Limited 18
• Statement of Financial Position 22
• Statement of Comprehensive Income 23
• Statement of Changes in Equity 24
• Statement of Cash Flows 25
• Notes to the Financial Statements 26
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 01pp-09pp.qxp 26/06/2018 13:34 Page 02
02
Statutory and Other Information
Directors Graham Woolfman Independent Non-Executive Chairman
David Levi Chief Executive Officer
Mark Reichenberg Chief Financial Officer
Shavit Baruch VP Research & Development
Neil Rafferty Independent Non-Executive Director
Chen Saft-Feiglin Independent Non-Executive Director
Zohar Yinon Independent Non-Executive Director
Secretary Mark Reichenberg
Registered office 13A Hamelacha Street
Lod Industrial Park 7152025
Israel
Auditor Fahn Kanne & Co. Grant Thornton Israel
32 Hamasger Street
Tel Aviv
6721118
Israel
Registrars Link Market Services (Guernsey) Limited
Mont Crevelt House, Bulwer Avenue
St. Sampson, Guernsey
GY2 4LH
Nominated Adviser Arden Partners plc
and Broker 125 Old Broad Street
London
EC2N 1AR
UK Solicitors Howard Kennedy LLP
No.1 London Bridge
London
SE1 9BG
Israel Solicitors Gornitzky & Co
45 Rothschild Blvd.
Tel Aviv 6578403
Israel
Public Relations In house
Ethernity Networks
250536 Ethernity Networks 01pp-09pp.qxp 26/06/2018 13:34 Page 03
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
03
considerable efforts of our management
and staff and I thank them for their hard
work and commitment both in the last
year and in the period leading to the
admission to AIM.
Outlook
It is apparent that while 2018 will be a
year of challenges to steadily develop
customer partnerships and relationships,
whilst delivering the required solutions
based on the established network
processing technology developed by the
Company, this will lay the groundwork
for the Company to achieve its goals for
2019 onward. The Company has
adequate financial resources to meet
this objective and the Board is confident
of building value over the longer term
for shareholders.
Graham Woolfman
Chairman
19 June 2018
Chairman’s Statement
I am presenting our first annual report
and accounts following Admission to
AIM in June 2017. Over the past
15 years Ethernity has developed
network processing technology and
established itself as a recognised
provider of innovative network
processing technology to meet Telecom
Equipment Manufactures demand in
various markets.
The management’s focus for the period
since Admission to date has been on
creating and developing the S&M and
R&D infrastructure to support Ethernity’s
move from being a technology and
Intellectual Property (IP) provider to
become provider of a complete
networking and SmartNIC solution that
includes software infrastructure that can
be ported on different servers and
hardware platforms, targeting main
stream tier 1 Original Equipment
Manufacturers (OEM’s) and Operator
markets.
Although the Company successfully
achieved its Admission at the mid-point
in the year, the financial performance
for 2017 did not meet expectations in
relation to achieved revenue and
operating profit for the whole year and
therefore was disappointing, particularly
as an established OEM customer
stopped ordering unexpectedly due to
the loss of their customer.
Revenues for 2017 were $1.52m (2016
$2.16m) with gross margins and
operating profits of $1.30m (2016
$1.15m) and $152k (2016 $339k)
respectively. The Company commenced
a managed investment programme in
the second half of the year utilising the
proceeds from the funds raised upon
Admission, investing approximately
$1.95m (2016 $1.03m) in R&D and
related expenditure, and by the year end
recruiting an additional 23 personnel in
engineering, and sales and marketing.
At the year end the Company`s cash
balance available for working capital
and investment for growth was $14.9m
(2016 $394,241).
The nature of the Company’s contracts
with customers are such that
crystallisation of revenues cannot be
confirmed until a significant period
following the year end, and this has led
to a delay in publication of the Annual
Report and Accounts.
Since the year end, Ethernity has
continued with its investment
programme focussed on product and
service areas in support of customer
relationships, developing sales and
market opportunities, and building the
Company infrastructure to support
enhancement within the value chain it
provides.
The funds raised from the share placing
at Admission was transformational for
the business in terms of providing the
finance and resources to support the
Company in building the infrastructure
to meet its medium to long term growth
plans.
The Board is conscious of the
uncertainties over the shorter term time
horizon in the securing of cornerstone
customer orders, and the challenge this
represents for the executive
management in predicting when
substantive revenues and related profits
will be earned, including for the current
financial year in particular. However, the
Board is confident that market demand
for the Company`s solutions continue to
be well received and will translate to
significant revenues in the years ahead.
The Company would not be able to
achieve its success without the
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 01pp-09pp.qxp 26/06/2018 13:34 Page 04
04
Chief Executive’s Statement
I am pleased to report that in the period
since the Company’s Admission to AIM
in June 2017 we have expanded and
developed our team with a focus on
supporting the transition from being a
provider of Intellectual Property (IP) to a
product and services Solutions Provider.
We commenced discussions with a
number of the major telecoms operators
and Original Equipment Manufacturers
(OEM’s) in the latter half of 2017, which
are ongoing, regarding our solutions and
we continue to receive confirmation of
their interest to utilise our products and
solutions in their networks. In recent
months, their feedback has been that
the Company’s offerings are unmatched
by competitors in the market place,
based on the market shift to the use of
‘cloud infrastructure’ at the network
edge. Many of these discussions have
advanced significantly having passed
proof of concept and evaluation at the
prospective partner level, including
software companies, OEM’s and server
“White Box” manufactures and we
strongly believe that these will lead to
future long term engagements.
At the time of Admission, we set out
the following objectives to be achieved
over the short to medium term:
• Invest in extended Research &
Development capabilities and Sales &
Marketing activities to drive
accelerated growth, with a focus on
up-selling products as a complete
solution into OEMs and
Communication Service Providers and
markets; This has involved increasing
the Company’s profile by greater
participation at trade exhibitions, by
becoming an active member of major
open source industry initiatives and
by increasing its customer support for
Smart NIC (ACENIC).
Ethernity Networks
• Develop security and offload engines
in the cyber and other security
environs; This involves developing
programmable crypto engine
software for IP SEC, MAC SEC and
SSL offload environments. It will
further involve the development of
software in the abstraction layer
between ENET networking engines
and open software environments to
allow accelerated network functions.
As part of this plan, Ethernity already
integrated crypto engine into its
already rich, advanced Carrier
Ethernet data path and utilised the
ENET network processing engine for
delivery of a complete IPSec solution.
• Secure and continue to monetarise
the Company’s core technology by
continuing to develop IP and securing
further patents to protect any future
developments by our competitors. It
is likely that future developed IP will
include the development of next
generation, higher data throughput
solutions to support up to 200Gbps
network processing capacity based
on current technology and solutions.
• Work with strategic partners,
including software companies and
OEMs, to broaden the product or
market opportunities available to the
Company.
As referred to at the time of Admission,
the shift in the market place for FPGA
use in cloud appliances, driven by the
key tech companies, is a sea change in
the market opportunity and positioning
of the Company.
However, the Company is dependent on
the timing as to when operators
implement their plans for deployment of
cloud infrastructure for edge computing.
We remain confident that even though
such delays exist we will complete
formal arrangements with prospective
customers during and before the end of
2018 and that the long term goals of
the Company will still be met.
During 2017 and since the year end the
Company has substantially developed its
R&D capabilities along with its local and
international Sales and Marketing teams
and has secured the services of a number
of highly experienced staff. I am
confident that our expanded team, which
we continue to build, can achieve positive
results in transactions and revenue.
The Company has undertaken a
comprehensive marketing strategy now
that most of the key sales resources are
in place. This was further underscored
by our success at the Mobile World
Congress 2018, held in Barcelona earlier
this year. The outcome of this has been
the start of several significant strategic
relationships with software partners to
combine solutions as well as discussions
with OEMs and Server companies
around their need for our solutions.
Current Trading
Revenue in the year to date has
continued to follow the trends of 2017
as the customer partnerships and
relationships are developed and the
NFV/SDN market delays are resulting in
it taking longer than originally
anticipated to adopt our accelerating
solution based on our FPGA based
SmartNIC.
The year has started with the bedding
down in the first quarter of the
infrastructures as detailed as part of our
IPO plans. To the extent that the
Company raised funds at a level higher
than anticipated, this allowed us to
expand our sales and marketing
operation by participating in more
events, along with the recruitment of
key sales executives to support the
anticipated Company growth.
250536 Ethernity Networks 01pp-09pp.qxp 26/06/2018 13:34 Page 05
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
05
While the building of the infrastructure
that was undertaken will have a direct
effect on our profitability for the 2018
financial year, this is in support of
managements philosophy to build the
Company in 2018 so as to achieve the
future growth in line with the anticipated
market growth from 2019 onwards.
We believe that investment in sales and
marketing over the past nine months,
together with investment in our R&D
capacity to meet expected customer and
market technology demands, leave us
well placed to support future growth
and, while being mindful of the risks
posed by the prevailing dynamics and
current delays in the macro market
environment, we have a high level of
confidence that we are the best
positioned company in the market to
deliver the future market requirements
and demands.
The Company is in discussions with
three potential Tier 1 OEMs at different
stages of engagement for accelerating
Virtual Broadband Gateway application,
with a production plan for 2019, and
mass deployment in 2020, together
with other distributors and system
integrators that will push the product
into the market.
Furthermore, the SmartNIC completed
massive tests with two leading White
Box server companies to include the
SmartNIC under their proposals
Furthermore, the Company is in talks
with OEMs to secure orders for our next
generation 100Gbps SmartNIC to be
released in September of the current year
for NFV offload and Security appliances.
This coupled with the expectation of
some imminent design wins from
traditional and vertical markets, the
Board remains confident about the
future prospects for our business and in
achieving our growth objectives as set
out for the ensuing years
Outlook
The Company continues to focus on the
development and delivery of its
SmartNIC solutions and key agreements
are under discussion for significant
partnerships that will fuel growth. In
parallel, the Company continues to drive
new technologies and business for
technology and IP licensing in other
telecom markets, which include mobile,
broadband, cable, wireless, together
with vertical markets such as the
avionics and automotive markets with
the goal of generating additional
revenues to support the main focus of
the company.
Even given operator delays in the
implementation of their chosen NFV
solutions to which we are or will be a
provider, the blend of the current
Company offerings targeting existing
markets, allows the Company to
continue generating cash flow from its
operations, thus maintaining a strong
financial position. I remain extremely
confident that Ethernity is the best
placed solutions provider to meet the
operator demands and that our long
term goals will be met and exceeded,
delivering our shareholders with
exceptional returns.
David Levi
Chief Executive Officer
19 June 2018
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 01pp-09pp.qxp 26/06/2018 13:34 Page 06
06
Strategic and Financial Review
Ethernity Networks is a technology
solutions provider that develops and
delivers data processing technology
used in high-end Carrier Ethernet
applications across the telecom, mobile,
security and data center markets. The
company is currently working to
accelerate commercialisation through
the launch of its Smart NIC combined
with virtualised software solutions, with
the focus on Tier 1 OEMs. The
Company’s core technology, which is
populated on programmable logic,
enables delivering data offload
functionality at the pace of software
development, improves performance
and reduces power consumption and
latency, therefore facilitating the
deployment of virtualisation of
networking functionality.
Ethernity has to date designed and
delivered its data processing technology
into half a million systems in the
Broadband Access, Mobile 4G Base
Station, and general Carrier Ethernet
markets, primarily to Tier 3 and 4
manufacturers. with proven technology,
and as part of the next stage of its
development, the Company has begun
to intensify its focus on:
1. Tier 1 and 2 customers through the
recruitment of two key sales
executives with previous industry
experience within Ethernity’s
competitors; and
2. Enhancing its average selling price by
delivering a complete solution
involving software applications and
SmartNIC based on its existing
validated technology
The Market
It is well known that the quantity of
data created at a global level is growing
exponentially. Frost & Sullivan predicts
global data traffic will cross 100 ZB by
Ethernity Networks
2025, around six times the level of 2015
(where 1 Zeta byte (ZB) = 1 trillion GB).
In the context where much of the data
created will be from emerging
technologies such as IoT and
Autonomous Cars (supporting an ever-
increasing appetite for data-heavy
processing), data must increasingly be
processed closer to the source to reduce
latency - a concept known as edge
computing. The traditional model of
adding more servers to the cloud to
extend performance does not work for
edge computing due to limited
availability of space (real estate) and
lower power budget availability than
that which was available at the data
center along with the push for lower
cost capex at the edge of the network,
resulting in a need for lower cost servers
and unique and innovative offerings to
serve the edge computing.
A solution clearly requires a new cloud
architecture that consumes less real
estate, less power and capital. As a
result, Telcos are rapidly migrating to
cloud architecture and virtualised
systems given the need to deploy
scalable platforms to deal with the
massive growth of the volume of data
and cope with the rapidly changing
demands on network infrastructure.
The Company ports its patent-protected
ENET technology on an FPGA based
network interface card (Smart NIC)
using Commercial Off the Shelf (COTS)
Field-Programmable Gate Arrays (FPGA)
to deliver All programmable Smart or
intelligent network interface (SmartNIC),
providing a highly competitive
alternative to existing Smart NIC
solutions based on proprietary multicore
ASICs that contradicts the network
virtualisation vision being the use of
COST platforms and COTS components
and elimination of hardware vendors
lock ins. The main constrain on being
proprietary requires the OEMs or end
user (Communication Service Provider)
to sync to the ASIC vendors own
roadmap, which sometimes results in
product discontinuation as happened
with Microsemi ASICs, EZchip ASICs and
other network processing ASIC vendors,
due to the need to invest more than
$10m for each fabrication of new
proprietary ASIC. The ‘smart’ solution
improves the efficiency of data flow
(hardware acceleration) and introduces
flexibility for future changes
(programmability). By utilising Ethernity’s
telco-grade FPGA Smart NICs, service
providers benefit from accelerated
performance of a virtualised solution
with complete programmability and
with the ability to use multiple FPGA
NIC solutions based on different
Commercial Off the Shelf (COTS) FPGA
platforms without the need to be
committed to a single hardware vendor,
as may be required in the case of other
smart NIC’s based on proprietary ASIC.
FPGAs are the natural hardware solution
for NFV as they are flexible, quick to
market, efficient, scalable, and come
with different size options to serve
different markets and solutions. FPGA
platforms are being widely deployed in
automotive, aerospace, industrial,
storage, and networking systems. We
expect adoption to accelerate as
NFV/SDN penetration increases. Cisco’s
Global Cloud Index forecast expects
SDN/NFV adoption to grow from
accounting for 37% of data centre
traffic to 50% in 2021.
The company’s FPGA-based Smart NIC
delivers on the vision of NFV: to
establish open platforms that would
enable the use of commercial off-the-
shelf (COTS) servers instead of
proprietary hardware platforms and
delivering hardware acceleration
250536 Ethernity Networks 01pp-09pp.qxp 26/06/2018 13:34 Page 07
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
07
required to operate virtualised software
architecture on COTS FPGA platforms.
The advantage of using NFV is
preventing lock-in to closed ecosystems
along with the option to adapt to
changing requirements.
Achievements
In 2017 and since the year end, key
operational achievements have included:
• The management team of the
Company has been strategically
expanded by the two key
appointments in Sales during Q1
2018 as well as increasing the R&D
capabilities of the Company by both
employment of human resources and
entering into contractual
development alliances with
development partners
• Enhancing our ENET solution to
include IPSec. The Company has
integrated a crypto engine into its
already rich, advanced Carrier
Ethernet (CE) data path and utilized
the ENET network processing engine
for delivery of a complete IPSec
solution.
• Integration of the field-proven
ENET4840z/99 with NG G.fast
technology to improve transmission
over existing copper cabling and
symmetrical Gigabit access, however
g.fast deployment has been delayed
by operators due to delay in
delivering the actual g.fast
technology by the major components
providers.
• The Company completed integration
of its ENET flow processor and
security technology into a Customer
5G wireless access base station, with
potential revenue to flow from selling
FPGA embedding the ENET
technology during 2019
• The Company completed integration
of its ENET flow processor and
security technology into a Customer
SD-WAN and vCPE platform with
potential revenue to flow from selling
FPGA embedding the ENET
technology this second half of 2018.
• Successfully completed proof-of-
concept of integration in several
customer environments with our
All-Programmable Intelligent NIC,
which is anticipated to result in long
term formal revenue generating
arrangements.
• Demand for the Company’s Smart
NIC is materialising due to the
growing trends of moving the cloud
to the edge of the network, where
Ethernity technology is aimed.
• There are other significant
developments and achievements that
have been realised to date, however
due to applicable NDA’s and the
confidentiality relating to the parties
we cannot disclose any additional
information in this regard until such
time as this information becomes
public knowledge.
Financial Performance
The twelve months to 31 December
2017 represents the first full-year
reporting period for the Company as a
quoted company following Admission
The results for the year ended
31 December 2017 did not meet
expectations for a number of reasons,
some of which will nonetheless result in
long-term benefits to the Company.
In summary, gross non-GAAP revenues
for 2017 of $1.722m (2016 $2.161m),
non-GAAP gross margins of $1.508m
(2016 $1.154m) and the net income
before tax of $159,471 (2016
$250,821) was lower than expected and
can be attributable amongst other
things to;
• foreign exchange losses relating to
translation differences at the end of
the year of $127,790
• the reversal of a contracted revenue
recognised in 2017 of $225,000 that
was unpaid inside of the contract
terms
• the provision for a doubtful debt of
$38,685, and
• the effects of charging Share Based
Compensation costs of $69,178 to
expenses during the year
The Company discloses as non-GAAP
revenue grant income received outside
of the grant terms, and the recognition
of amortisation costs as separate to
operating costs, as the directors believe
this sets out the financial performance
clearly.
Revenues
In considering the trading results of the
Company based on the IFRS presented
Financial Statements, revenues for the
twelve months ended 31 December
2017 declined by 29.7% to $1.519
million compared with $2.161 million
for 2016, predominantly for the
following reasons:
• A significant historic customer
experienced contractual difficulty
with their customer, resulting in a
material decline in business with
them during 2017 as compared to
2016 resulting in Revenues and gross
margins of $268,000 and $142,000
respectively
• A significant historic customer
changed their business relationship
with the Company from component
based business to royalty based
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 01pp-09pp.qxp 26/06/2018 13:34 Page 08
08
Strategic and Financial Review
ongoing and the intention is that the
scope of the contracts will be larger
than originally thought.
The financial performance for 2017 did
not meet expectations in relation to
achieved revenue and operating profit
for the whole year and therefore was
disappointing
Margins
Whilst revenue declined in the period
under review, the comparable gross
margin and net profitability on revenue
for the year increased from $1,154m to
$1,304m with the respective gross
margins having increased from 53.4%
to 85.9%. A further development in the
year was the increase in revenue
generated from design wins that
generate approximately 100% margins.
Operating Costs
Operating costs increased primarily due
to greater Sales & Marketing expenses,
R&D expenses and the additional costs
related to becoming a listed Company
as was highlighted at the time of
Admission as key areas for the use of
funds We are pleased to confirm that
despite delays in recruitment, key
positions in Sales and Marketing have
been filled by excellent recruits and the
building of R&D resources is now also
on track. While these lead to a decline
in pretax profit for the year of 36.42%,
the Company has, along with the
expansion in the first quarter of 2018,
established the infrastructure to enable
it to achieve the goals of 2019 and
beyond.
business resulting in a gross revenue
and gross margin decline of
$630,000 and $334,000 respectively.
While this impacted top line revenues
materially, the gross margin
percentage achieved via royalties is
significantly higher.
• A contract with an existing 5G
wireless Access OEM Customer that
uses the Company’s ENET network
processing and security technology
for its 5G base station, planned to
embed the ENET technology into an
ASIC for a wireless end point CPE
device. The ASIC licensing contract
was supposed to be signed by end of
Q4 for an amount of $750k plus
Royalties, with majority of the
amount being recognised for 2017.
The customer finally decided to revert
to a previous proposal from Ethernity
to utilise a low cost FPGA for this end
point wireless CPE , the result of
which will be higher revenues and
profits for the Company in the long
term
• A contract signed for $225,000 in
December 2017 budgeted for and
recognised in preliminary revenues
was subsequently reversed from
income for 2017 as the customer
unexpectedly did not transfer
payment post signature in terms of
the contract payment terms by the
end of Q1/18, which payment was a
condition for revenue recognition.
The customer has informed the
Company that they intend to re-
engage the Company and the
contract again during the second half
of 2018.
• Two additional contracts anticipated
for 2017 were delayed to 2018
resulting in a loss of planned
revenues of $250,000. Current
discussions on these contracts are
Ethernity Networks
250536 Ethernity Networks 01pp-09pp.qxp 26/06/2018 13:34 Page 09
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
09
Key financial results
US Dollar
Audited
For the year ended
31 December
IFRS based
Revenues
Gross Margin
Gross Margin %
Operating Profit
Financing costs (income)
Profit before tax
Tax benefit
Net comprehensive income for the year
Basic earnings per ordinary share
Diluted earnings per ordinary share
Weighted average number of ordinary shares for basic earnings per share
2017
1,518,661
1,304,222
85.88%
152,219
-7,252
159,471
–
159,471
0.01
0.01
25,397,245
2016
2,161,366
1,154,269
53.40%
338,501
87,680
250,821
550,000
800,821
0.04
0.03
18,078,500
Management EBITDA and Non-GAAP unaudited financial information
The directors believe it beneficial to present the financial information on an unaudited non-GAAP basis reconciled to the IFRS
Audited Financial Statements as follows:
US Dollars
For the year ended
31 December
Total non-GAAP Revenue
– Revenue per IFRS Income Statement
– Other Income – EU project additional Revenue
Non-GAAP Gross Profit
Gross Profit %
Non-GAAP R&D Expenses
Non-GAAP G&A Expenses
Non-GAAP S&M Expenses
EBITDA
Balance Sheet
2017
1,722,279
1,518,661
203,618
1,507,840
87.55%
99,714
527,418
531,724
348,984
2016
2,161,366
2,161,366
0
1,154,269
53.40%
187,435
304,318
276,681
385,835
The balance sheet strength of the Company remains sound with substantial cash reserves in place to meet the expansion
requirements of the business.
The net cash utilised in operating activities for the year is $437,249, however following the IPO, cash reserves have increased
from $335,723 at the end of 2016 to $14,950,578 as of 31 December 2017. Short and long term borrowings and loans have
been reduced from $786,672 to $7,522 while working capital management remains tightly controlled.
The directors are satisfied that the cash resources are more than sufficient to meet the long term plans of the Company.
David Levi Mark Reichenberg
Chief Executive Officer Chief Financial Officer
19 June 2018 19 June 2018
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 10pp-11pp.qxp 26/06/2018 13:36 Page 10
10
Board of Directors
Graham Woolfman FCA (Non-Executive Chairman)
Graham Woolfman joined the Company as an Independent Non-executive
Director and Chairman with effect from Admission. Graham is a Fellow of the
Institute of Chartered Accountants in England and Wales, and previously a Partner
and head of Corporate Finance at Levy Gee. He has over 25 years’ experience
advising and supporting growth businesses and was a founder Director of
Gateway VCT plc. Graham is currently the Managing Director of Intrust Corporate
Finance Limited, and a non-executive director of Filta Group Holdings plc quoted
on AIM, and Catalyst Housing Group, a substantial Public Interest Entity (PIE).
David Levi (Chief Executive Officer)
David has over 25 years in the telecom industry, with vast technical and business
experience in ATM, voice, TDM, SONET/SDH, Ethernet and PON. Prior to founding
Ethernity, David was the founder of Broadlight, a semiconductor company that
developed BPON and GPON components and was acquired by Broadcom (BRCM)
for $230 million. David invented the GPON protocol with two US patents
registered in his name. Prior to this, David worked as Director of Product
Marketing at ECI Telecom in the Broadband Access division, and Senior Product
Line Manager at RAD, responsible for $50 million product line sales, a product
manager at Tadiran 36 Communication, sales manager at Dynamode Ltd, and
served as a Systems Engineer and project manager in the Israeli Defence Forces.
Mark Reichenberg CA(SA) (Chief Financial Officer)
Mark is a qualified Chartered Accountant from South Africa. Mark Reichenberg
joined the Company in December 2016 as an advisor and consultant to the IPO
process and was appointed CFO of the Company in March 2017, joining the
board with effect from Admission. Previously Mark held the position of VP
Business Development and Corporate Affairs Officer of the Magnolia Silver
Jewellery Group Limited, was the CFO of GLV International Ltd, and prior to that,
held the position of Group Financial Director of Total Client Services Ltd, a
company listed on the Johannesburg Stock Exchange. Mark has held various
senior financial director positions in retail, wholesale and logistics. Mark holds a
B. Acc degree from the University of the Witwatersrand (WITS) in South Africa.
Ethernity Networks
250536 Ethernity Networks 10pp-11pp.qxp 26/06/2018 13:37 Page 11
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
11
Shavit Baruch (VP Research and Development)
Shavit has over 25 years of experience in the telecom and datacom industry, with
vast technical experience in ATM, Ethernet and SONET/SDH, both at components
and system level. Prior to Ethernity Networks, Shavit served as Chief Architect at
Native Networks, a start-up company developing products for Metro Ethernet
market. Prior to this, in 2002, Shavit established Crescendo Networks, a start-up
company enhancing data centre applications performance. Prior to the venture at
Crescendo, Shavit served as R&D Director at ECI Telecom, where he was in charge
of development of all transmission cards for one of the world’s most successful
broadband systems. Earlier Shavit worked at Lannet Data Communication,
acquired by AVAYA, designing, together with Galileo, Ethernet switch on silicon.
Neil Rafferty (Independent Non-Executive Director)
Neil Rafferty joined Ethernity as an Independent Non-executive Director with effect
from Admission Neil has over 30 years experience in the telecoms and technology
sectors holding a variety of senior executive positions. He has run businesses
across Europe and was CEO of Easynet plc (listed on the London Stock Exchange
before being acquired) Latterly he has been advising companies across a variety of
sectors helping them implement growth strategies. Neil holds a BA (Hons) degree
from Newcastle Polytechnic.
Chen Saft-Feiglin (Independent Non-Executive Director)
Chen Saft-Feiglin is a lawyer and notary admitted in Israel with more than 20 years
of experience in commercial law, insolvency and recovery procedures, as well as
many years of experience as a business and family mediator and family business
consultant. Chen is the founder and owner of Chen Saft, People, Processes and
Enterprises, providing consulting services for family firms and enterprises, mediation
in commercial disputes, and divorce mediation. Previously, Chen was a partner at
Saft Walsh Law Offices, a niche law practice handling corporate, M&A, insolvency,
private client work and general representation of foreign clients (private and
corporate) in Israel. Chen holds an LLB from Bar Ilan University and an MBA
majoring in business and managerial psychology from the College of Management
Academic Studies. Chen served as a Lieutenant in the Israel Defence Forces.
Zohar Yinon (Independent Non-Executive Director)
Zohar is currently the CEO of Bar Ilan University in Israel. Prior to that Zohar held the
position of CEO of Hagihon Company Ltd, a position he held from September 2011
to January 2018. Previously, Zohar was the Chief Financial Officer of Israel Military
Industries, Ltd. and VP Business Development in Granite Hacarmel Ltd. Zohar has held
other roles in Israel’s private and public sectors, including with companies traded on
the Tel Aviv Stock Exchange. Zohar holds a B.A. in Economics and an MBA in Business
Administration, both from Bar-Ilan University (Israel) and he has graduated in
managerial programs of M&A and Corporate Governance from the Interdisciplinary
Center (“IDC”) in Herzliya. He is a member of the CTG global panel of experts
evaluating new start-ups in the field of Clean-tech and has served as a board
member in a wide range of companies including governmental, private, publicly
listed and start-up companies. Zohar served as a Major in the Israel Defence Forces.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 12pp-17pp.qxp 26/06/2018 13:39 Page 12
12
Corporate Governance Statement
Introduction
The Company refers to governance requirements in terms of Israel Companies Law as well as the “comply or explain” principles
of the QCA Corporate Governance Code in the UK (“the Code”) in order to ascertain best practice. The Company has not
applied the Code and the information in this report does not explain how the Code has been applied.
The Directors and the Board
The composition of the board is as follows:
Graham Woolfman Independent Non-Executive Chairman
Chairman of the Nomination Committee
(Note that in terms of Israel Companies Law the Chairman is precluded from being a
member of either the Audit or Remuneration Committees)
David Levi Chief Executive Officer
Nomination Committee member
Mark Reichenberg Chief Financial Officer
Shavit Baruch Vice President R&D
Neil Rafferty Independent Non-Executive Director
Audit Committee member
Remuneration Committee member
Nomination Committee member
Chen Saft Feiglin External Director
Remuneration Committee Chairman
Audit Committee member
Zohar Yinon External Director
Audit Committee Chairman
Remuneration Committee member
Biographical details of all the Directors are set out on pages 10 and 11.
Board Meetings
The Board has regular scheduled full meetings and will meet at other times as necessary. The Board is responsible for strategic
and major operational issues affecting the Company. The Board outlines the Company’s policy, reviews financial performance,
regulatory compliance, and monitors key performance indicators. All directors receive appropriate information on a timely basis
to enable them to discharge their duties accordingly. The Board will consider any ad hoc matters of significance to the Company
including corporate activity.
The Board of Directors on Admission of the Company to AIM comprised 3 Executive Directors and 2 Independent Non-Executive
Directors, one of whom held the position of Chairman of the Board. Subsequent to an Extraordinary General Meeting of the
Company’s shareholders held on 15 November 2017, and additional 2 External Directors were appointed so as to comply with
Israel Companies Law requirements.
The current constitution of the board of the company is:
• 2 Independent Non-Executive directors (one of whom acts as the Independent Non-Executive Chairman of the board)
• 2 External directors (independent and non-executive)
• 3 Executive directors
Ethernity Networks
250536 Ethernity Networks 12pp-17pp.qxp 26/06/2018 13:39 Page 13
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
13
The Board of Directors met regularly post Admission by the Company to AIM and continues to do so on a regular basis based on
a defined annual meeting timetable.
Attendance at meetings by members of the Board during the year ended 31 December 2017 (since Admission) was as follows:
Meeting type
Number of meetings
Graham Woolfman (i)
David Levi
Mark Reichenberg (ii)
Shavit Baruch
Neil Rafferty (iii)
Chen Saft-Feiglin (iv)
Zohar Yinon (v)
Board
5
Audit Remuneration
Nomination
3
3 (vi)
5 3 ((2)(vi) as invitee)
5
5
5
5
2(v)
2(v)
3
1(v)
1(v)
1
1
1
1
2
1
2(vi)
1(vi)
2
1(v)
1(v)
(i) Appointed on Admission 29 June 2017. Resigned as Chair of Audit and a member of the Remuneration Committee effective 15 November 2017 due to Israel
Companies Law regulations
(ii) Appointed as Director on Admission 29 June 2017
(iii) Appointed on Admission 29 June 2017. Resigned as Chair of Remuneration Committee effective 15 November 2017 due to Israel Companies Law regulations
(iv) Appointed effective 15 November 2017
(v) Appointed effective 15 November 2017
(vi) Invitee
Re-election of Directors
In accordance with the Company’s Articles the Directors are required to serve for a period of no less than three years from the
date of appointment, or in the case of Admission, for 3 years from the date of Admission of the Company to AIM.
Remuneration Committee
The Remuneration Committee, which comprises the Independent Non-Executive and External Directors (excluding the Chairman)
and by invitation the CEO (who may not participate in deliberations or recommendations of the Committee), is chaired by
Ms. Chen Saft-Feiglin and has the responsibility for determining remuneration of Executive Directors and senior members of staff.
This Committee makes decisions in consultation with the Chief Executive Officer and no director plays a part in any decision
about their own remuneration. This Committee also reviews bonus and equity arrangements for the Company’s senior
employees (further details of Directors’ remuneration are set out in Note 28C to the Financial Statements). In addition, the
committee has the responsibility for supervising the Ethernity Israel Share Option Plan and the grant of options under its terms.
The remuneration of all Independent and External Directors is fixed; External Directors in terms of Israel Companies Law and the
Independent Non-Executive Directors in terms of contracts signed applicable from Admission of the Company to AIM. Any
variation in the future to rates of pay shall be determined by the applicable laws and governance and be brought to the
Shareholders for amendment at an Extraordinary General Meeting.
During the year ended 31 December 2017, the remuneration Committee met on 2 occasions and confirmed the following;
• Approval of the continual basis of operation of the Company’s Israel Share Option plan and allocation of delegated authority
to David Levi for granting of options and the parameters applying thereto, and
• To confirm that the committee is satisfied with the Company’s current remuneration policy, that the Company’s current policy
complies with the AIM regulations, and that the executive’s compensation is in line with present policy.
• That Neil Rafferty be charged with formulating, in conjunction with the Company, a Compensation Policy during 2018.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 12pp-17pp.qxp 26/06/2018 13:39 Page 14
14
Corporate Governance Statement
Audit Committee
The Audit Committee, which comprises the Independent Non-Executive and External Directors (excluding the Chairman), the
Internal Auditor of the Company and by invitation the CFO (who may not participate in deliberations or recommendations of the
Committee), is chaired by Zohar Yinon and has responsibilities which include the review of:
• The Company’s internal control environment.
• Financial risks (including market risk in relation to the Company’s market making activities).
• Financial statements, reports and announcements, including the Board’s responsibility to present an annual report that is fair,
balanced and understandable. The Audit Committee evidences this review in a report to the Board following its meeting with
the auditors to discuss their Report to the Audit Committee and includes an assessment of the information provided in
support of the Board’s statement on going concern and on any significant issues and how those issues were addressed.
• Independence of auditors, including a review of the non-audit services provided and the level of such fees relative to the audit
fee. The Audit Committee is satisfied that the independence of Fahn Kanne & Co. Grant Thornton Israel as auditors has not
been impaired through the provision of non-audit services. A review is also carried out on the effectiveness of external audit.
• Ensuring the Company has a policy which allows any member of staff to raise, in confidence, any concern about possible
impropriety in matters of financial reporting or other matters, and to ensure that suitable arrangements are in place for a
proportionate independent investigation of such matters including any follow-up action required.
During the year ended 31 December 2017, the Audit Committee met on 3 occasions and confirmed the following:
• Approval of the Company half year results for the period ended 30 June 2017 and recommendation to the Board for adoption
and publication thereof, and
• Recommendation for the appointment and acceptance of fee proposal for the 2017 year of Fahn Kanne & Co. Grant
Thornton Israel and continuation as external auditors, and
• Approval of the resolutions and form of the Notice of the EGM held on 15 November 2017, and
• Instruction to proceed with the sourcing and appointment of an Internal Auditor of the Company as required in terms of Israel
Companies Law.
Nominations Committee
There is no requirement for a Nomination Committee in terms of Israel Companies Law, however the Company decided to
establish the same in terms of the Code and good governance.
The Committee’s responsibilities include ensuring that the size and composition of the Board is appropriate for the needs of the
Company including an assessment of the diversity profile, selecting the most suitable candidate or candidates for the Board and
to oversee succession planning aspects for the Board.
This Committee is chaired by Graham Woolfman, who is not excluded by virtue of the fact that he is Chairman in terms of Israel
Companies Law as such a body is neither recognised nor required in terms of Israel Companies Law.
The Nomination Committee met in September 2017 to review the process and candidates, as well as deliberate over the
appointment of the External Directors as required by Israel Companies Law. The meeting concluded with the Nominations
Committee recommending to the Board that at the November Board meeting, the Board approve the letters of appointment of
Messrs. Chen Saft-Feiglin and Zohar Yinon as External Directors, subject to the approval of the Shareholders in and Extraordinary
General Meeting (EGM) held on 15 November 2017. The appointments were approved at said EGM and were effective from
15 November 2017.
Ethernity Networks
250536 Ethernity Networks 12pp-17pp.qxp 26/06/2018 13:39 Page 15
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
15
Internal Control
The Board confirms that there is an ongoing process for identifying, evaluating and managing significant risks faced by the
Company. This has been in place throughout the year and up to the date of approval of the Financial Statements. The process is
regularly reviewed by the Board. The Directors are responsible for the Company’s system of internal control and for reviewing its
effectiveness. However, such a system can only provide reasonable, but not absolute, assurance against material misstatement or
loss. The Company’s system of internal control includes appropriate levels of authorisation and segregation of duties. Financial
information is presented to the Board regularly comprising management accounts and other financial data which allows for
regular reviews of performance.
Insurance
The Company maintains appropriate insurance cover in respect of litigation against the Directors and Officers of the Company.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 12pp-17pp.qxp 26/06/2018 13:39 Page 16
16
Directors Report
The Directors present their Annual Report and audited Financial Statements for the financial year ended 31 December 2017.
Principal Activities
Ethernity Networks is a technology solutions provider that develops and delivers data processing technology used in high-end
Carrier Ethernet applications across the telecom, mobile, security and data center markets. The Company’s core technology,
which is populated on programmable logic, enables delivering data offload functionality at the pace of software development,
improves performance and reduces power consumption and latency, therefore facilitating the deployment of virtualization of
networking functionality.
The Company is headquartered in Israel.
Results and Dividends
The Consolidated Statement of Comprehensive Income for the year is set out on page •. No dividend is proposed for the year.
Risk Management
The Company’s policies for managing risk arising from activities are set out in Note 26 of the Financial Statements.
Directors
The current Directors of the Company are:
Graham Woolfman Independent Non-Executive Chairman (Appointed 29 June 2017)
David Levi Chief Executive Officer
Mark Reichenberg Chief Financial Officer (Appointed as Director on 29 June 2017)
Shavit Baruch VP R&D
Neil Rafferty Independent Non-Executive Director (Appointed 29 June 2017)
Chen Saft-Feiglin External Director* (Appointed 15 November 2017)
Zohar Yinon External Director* (Appointed 15 November 2017)
* An independent director appointed as an External Director in terms of Israel Companies Law
In fulfilment of Israel Companies Law requirements for the appointment of the requisite External Directors Chen Saft-Feiglin and
Zohar Yinon were approved at a General Meeting of the Shareholders held on 15 November 2017 and subsequently appointed
to the Board as Non-Executive Directors
Directors’ Interests
The interests of current Directors in shares and options are disclosed in the Directors’ Remuneration Report set out in Note 28C
and 28D of the financial statements.
Ethernity Networks
250536 Ethernity Networks 12pp-17pp.qxp 26/06/2018 13:39 Page 17
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
17
Statement of Directors’ Responsibilities in respect of
the Annual Report and the Financial Statements
Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report (including Director’s Report and Strategic Report) and the financial
statements in accordance with applicable laws and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have
elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by
the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that
period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock
Exchange for companies trading securities on the Alternative Investment Market.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material
departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure
that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Website Publication
The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website.
Financial statements are published on the Company’s website in accordance with legislation in the Israel and the United Kingdom
governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The
maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also
extends to the ongoing integrity of the financial statements contained therein.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 18pp-21pp.qxp 26/06/2018 13:40 Page 18
18
Independent Auditor’s Report to the Shareholders of
Ethernity Networks Limited
(cid:1)
To the Shareholders of
Ethernity Networks Ltd.
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Ethernity Networks Ltd. (the “Company”), which comprise the Statements of
financial position as at 31 December 2017 and 2016 and the Statements of comprehensive income, the Statements of changes
in equity and the statements of cash flows for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the
Company as of 31 December 2017 and 2016 and its financial performance and its cash flows for each of the year then ended in
accordance with International Financial Reporting Standards (IFRSs).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We
are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics
for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial
statements in Israel, and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the year ended 31 December 2017. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For
each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of
our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying
financial statements.
Ethernity Networks
250536 Ethernity Networks 18pp-21pp.qxp 26/06/2018 13:40 Page 19
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
19
Intangible assets
Deferred tax assets
Description of Key Audit Matter and why a
matter of most significance in the audit
The intangible assets include development costs that
are directly attributable to a project’s development
phase, provided they met the recognition
requirements in accordance with International
Accounting Standard (IAS) 38 ‘Intangible Assets’. As
such, there is inherent risk that intangible assets may
be improperly capitalized. Also, such intangible assets
not yet available for use are required to be tested for
impairment irrespective of whether there is any
indication of impairment. Both the capitalization and
impairment of intangible assets involve significant
management judgement and therefore identified
capitalization and impairment of intangible assets as a
significant risk, which was one of the most significant
assessed risks of material misstatement
The extent to which deferred tax assets can be
recognized is based on management assessment of
the probability that future taxable income will be
available against which the tax loss carry-forwards and
the deductible temporary differences can be utilized.
This involves significant management judgement and
therefore identified valuation of deferred tax assets as
a significant risk, which was one of the most
significant assessed risks of material misstatement
Description of Auditor’s Response
Our audit work included, but was not restricted to:
In 2017, in order to gain the required level of assurance,
we performed substantive audit procedures relating to
the capitalization of the intangible assets. We specifically
tested that those capitalized development costs met the
required criteria as outlined by IAS 38, as further
described in Note 2J to the Company’s financial
statements.
We also assessed the recoverability of these assets by
reviewing management’s estimation of the value in use.
Such evaluation includes assessment of evidence
obtained from various areas of the audit including cash
flows forecasts related to the capitalized intangible
assets, business plans and the compliance with the
requirements of IAS 36, impairment of assets.
Our audit work included, but was not restricted to:
We evaluated and tested the recognition and
measurement of the deferred tax assets and the
underlying assumptions in management’s forecasted
future taxable income and the need to recognize
valuation allowance. Such evaluation includes
assessment of evidence obtained from various areas of
the audit including cash flows forecasts, business plans
and our knowledge of the business.
We also assessed the adequacy of the Company’s
disclosures in Note 24 to the financial statements to
ensure these were in accordance with IAS 12 ‘Income
tax’.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 18pp-21pp.qxp 26/06/2018 13:40 Page 20
20
Independent Auditor’s Report to the Shareholders of
Ethernity Networks Limited
Other information included in the Company’s 2017 Annual Report
Other information consists of the information included in the Company’s 2017 Annual Report other than the financial
statements and our auditor’s report thereon. Management is responsible for the other information.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
Responsibilities of management and the board of directors for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for
such internal control as management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The board of directors is responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
Ethernity Networks
250536 Ethernity Networks 18pp-21pp.qxp 26/06/2018 13:40 Page 21
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
21
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the board of directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of most significance in the
audit of the financial statements of the year ended 31 December 2017 and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Nir Yenni.
FAHN KANNE & CO. GRANT THORNTON ISRAEL
Tel-Aviv, Israel, 18 June 2018
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 22pp-25pp.qxp 26/06/2018 13:54 Page 22
22
Statement of Financial Position
For the year ended 31 December 2017
US dollars
31 December
Notes
2017
2016
ASSETS
Current
Cash and cash equivalents
Other short-term financial assets
Trade receivables
Other current assets
Current assets
Non-current
Property and equipment
Deferred tax assets
Intangible asset
Non-current assets
Total assets
LIABILITIES AND EQUITY
Current
Short Term Borrowings
Trade payables
Other current liabilities
Shareholders loans
Warrants liability, at fair value
Current liabilities
Non-current
OCS royalty liability
Long Term Borrowings
Non-current liabilities
Total liabilities
Equity
Share capital
Share premium
Other components of equity
Accumulated deficit
Total equity
Total liabilities and equity
The accompanying notes are an integral part of the financial statements.
Ethernity Networks
4
5
6
8
24
9
10
11
12
12
13
14
3,881,106
11,069,472
513,965
438,265
15,902,808
155,840
800,000
3,170,553
4,126,393
20,029,201
–
225,087
931,771
–
15,770
335,723
58,518
268,309
28,725
691,275
69,939
800,000
1,305,898
2,175,837
2,867,112
160,256
121,960
1,191,291
527,568
43,309
1,172,628
2,044,384
–
7,522
7,522
47,391
98,848
146,239
1,180,150
2,190,623
8,028
4,958
23,356,078
5,629,272
615,322
332,107
(5,130,377)
(5,289,848)
18,849,051
676,489
20,029,201
2,867,112
250536 Ethernity Networks 22pp-25pp.qxp 26/06/2018 13:54 Page 23
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
23
Statements of Comprehensive Income
As at 31 December 2017
US dollars
For the Year ended
31 December
Revenue
Cost of sales
Gross profit
Research and development expenses
General and administrative expenses
Marketing expenses
Other income
Operating profit
Financing costs (income)
Profit before tax
Tax benefit
Net comprehensive income for the year
Basic earnings per ordinary share
Diluted earnings per ordinary share
Notes
18
19
20
21
22
23
24
25
25
2017
1,518,661
214,439
1,304,222
215,778
591,903
556,588
(212,266)
152,219
(7,252)
159,471
–
159,471
2016
2,161,366
1,007,097
1,154,269
221,873
317,214
276,681
–
338,501
87,680
250,821
550,000
800,821
0.01 0.04(*)
0.01 0.03(*)
Weighted average number of ordinary shares for basic earning per share
Weighted average number of ordinary shares for Diluted earning per share
25,397,245
18,078,500
27,979,097
20,072,110
(*) See Note 16.A.
The accompanying notes are an integral part of the financial statements.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 22pp-25pp.qxp 26/06/2018 13:54 Page 24
24
Statements of Changes in Equity
For the year ended 31 December 2016
l
a
t
o
T
y
t
i
u
q
e
3
3
2
1
4
,
1
2
8
0
0
8
,
9
8
4
,
6
7
6
–
0
2
7
,
6
8
1
1
7
3
,
6
2
8
,
7
1
–
–
–
–
–
1
7
4
9
5
1
,
1
7
4
,
9
5
1
–
–
,
1
5
0
9
4
8
8
1
,
)
7
7
3
,
0
3
1
,
5
(
2
2
3
5
1
6
,
8
7
0
,
6
5
3
,
3
2
1
0
1
,
2
6
1
9
1
6
4
2
,
–
,
1
0
3
3
2
8
,
7
1
4
1
1
1
2
1
,
)
,
4
1
1
1
2
1
(
–
–
)
7
4
8
(
–
–
–
–
–
r
e
h
t
O
l
d
e
t
a
u
m
u
c
c
A
s
t
n
e
n
o
p
m
o
c
e
r
a
h
S
d
e
r
r
e
f
e
r
P
y
r
a
n
d
i
r
i
O
d
e
r
r
e
f
e
r
P
y
r
a
n
d
r
O
i
s
r
a
l
l
o
d
S
U
n
i
s
t
n
u
o
m
A
l
a
t
i
p
a
C
e
r
a
h
S
s
e
r
a
h
s
f
o
r
e
b
m
u
N
)
5
6
5
5
6
1
(
,
)
9
6
6
,
0
9
0
,
6
(
4
7
8
0
9
2
,
2
7
2
,
9
2
6
,
5
7
4
8
t
i
c
i
f
e
d
y
t
i
u
q
e
f
o
i
m
u
m
e
r
p
s
e
r
a
h
s
1
2
8
,
0
0
8
–
–
3
3
2
1
4
,
–
–
–
–
–
–
s
e
r
a
h
s
1
1
1
,
4
s
e
r
a
h
s
s
e
r
a
h
s
0
0
4
,
5
2
7
,
3
0
0
5
,
8
7
0
,
8
1
6
1
0
2
y
r
a
u
n
a
J
1
t
a
e
c
n
a
l
a
B
–
–
–
–
r
a
e
y
e
h
t
r
o
f
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
c
t
e
N
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
e
r
a
h
s
l
e
e
y
o
p
m
E
L
,
)
8
4
8
9
8
2
5
(
,
7
0
1
,
2
3
3
,
2
7
2
9
2
6
,
5
7
4
8
1
1
1
,
4
0
0
4
,
5
2
7
,
3
0
0
5
,
8
7
0
,
8
1
6
1
0
2
r
e
b
m
e
c
e
D
1
3
t
a
e
c
n
a
l
a
B
Ethernity Networks
–
7
4
8
0
7
0
,
3
–
–
8
2
0
,
8
)
0
0
4
,
5
2
7
,
3
(
0
0
4
,
5
2
7
,
s
e
r
a
h
s
y
r
a
n
d
r
o
i
o
t
n
i
s
e
r
a
h
s
d
e
r
r
e
f
e
r
p
f
o
n
o
i
s
r
e
v
n
o
C
–
–
–
–
–
–
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
e
r
a
h
s
e
e
y
o
p
m
E
l
i
g
n
u
s
s
i
m
o
r
f
s
d
e
e
c
o
r
p
t
e
N
6
8
2
,
4
1
7
,
0
1
s
e
r
a
h
s
y
r
a
n
d
r
o
i
–
–
r
a
e
y
e
h
t
r
o
f
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
c
t
e
N
i
r
e
d
v
o
r
p
e
c
i
v
r
e
s
o
t
d
e
u
s
s
i
s
t
n
a
r
r
a
W
f
o
e
c
n
a
u
s
s
i
h
t
i
w
n
o
i
t
c
e
n
n
o
c
n
i
s
e
r
a
h
s
y
r
a
n
d
r
o
i
6
8
1
,
8
1
5
,
2
3
7
1
0
2
r
e
b
m
e
c
e
D
1
3
t
a
e
c
n
a
l
a
B
.
s
t
n
e
m
e
t
a
t
s
l
a
i
c
n
a
n
i
f
e
h
t
f
o
t
r
a
p
l
a
r
g
e
t
n
i
n
a
e
r
a
s
e
t
o
n
i
g
n
y
n
a
p
m
o
c
c
a
e
h
T
250536 Ethernity Networks 22pp-25pp.qxp 26/06/2018 13:54 Page 25
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
25
Statements of Cash Flows
For the year ended 31 December 2017
Operating activities
Profit before tax
Non-cash adjustments
Depreciation of property and equipment
Capital gain from sale of vehicle
Share-based compensation
Amortisation of intangible assets
Amortisation of liabilities
Deferred tax
Net changes in working capital
Increase in trade receivables
Decrease in inventories
Decrease (increase) in other current assets
Increase (decrease) in trade payables
Increase (decrease) in other liabilities
Net cash provided by (used in) operating activities
Investing activities
Increase of other short-term financial assets
Purchase of property and equipment
Proceeds from sale of vehicle
Amounts carried to intangible assets
Participating grants in intangible assets
Net cash used in investing activities
Financing activities
2017 2016
159,471
800,82
20,171
(8,648)
69,178
116,064
(13,792)
–
(245,656)
–
(409,540)
103,127
(227,624)
(437,249)
16,796
–
41,233
34,438
11,706
(550,000)
(106,033)
64,147
86,663
(284,193)
196,585
312,163
(11,010,954)
(126,423)
28,999
(1,958,997)
95,820
(58,518)
(20,354)
–
(1,033,389)
313,175
(12,971,555) (799,086)
(35,670)
Repayment of OCS liability
26,379
Proceeds from (repayment of) short term borrowings
101,868
Proceeds from (repayment of) long term borrowings
–
Repayment of long term borrowings
526,634
Receipt (repayment) of shareholder loans
43,309
Proceeds allocated to warrants liability
–
Net proceeds from issuing ordinary shares
Net cash provided by (used in) financing activities
662,520
Net change in cash and cash equivalents 3,545,383 175,597
(93,034)
(128,969)
–
(122,613)
(527,568)
–
17,826,371
16,954,187
Cash and cash equivalents, beginning of year 335,723 160,126
Cash and cash equivalents, end of year 3,881,106 335,723
Supplementary information on financing activities:
Interest paid during the year 21,918 13,543
Interest received during the year 69,472 –
The accompanying notes are an integral part of the financial statements.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 26
26
Notes to the Financial Statements
For the year ended 31 December 2017
NATURE OF OPERATIONS
1
ETHERNITY NETWORKS LTD. (hereinafter: the “Company”), was incorporated in Israel on the 15th of December 2003 as
Neracore Ltd. The Company changed its name to ETHERNITY NETWORKS LTD. on the 10th of August 2004.
The Company develops and delivers high-end network processing technology for Carrier Ethernet switching, including
broadband access, mobile backhaul, Carrier Ethernet demarcation and data centres. The Company’s customers are situated
throughout the world.
In June 2017 the Company completed an Initial Public Offering (“IPO”) together with being admitted to trading on the AIM
Stock Exchange and issued 10,714,286 ordinary shares at a price of GBP 1.40 per share, for a total consideration of
approximately $19,444,000 (GBP 15,000,000) before underwriting and issuance expenses. Total net proceeds from the issuance
amounted to approximately $17,800,000.
SUMMARY OF ACCOUNTING POLICIES
2
The following accounting policies have been consistently applied in the preparation and presentation of these financial
statements for all of the periods presented, unless otherwise stated. In 2017, new standards and amendments became effective
but they had no material effect on the financial statements.
A.
Basis of presentation of the financial statements and statement of compliance with IFRS
These financial statements have been prepared in accordance with International Financial Reporting Standards (hereinafter –
“IFRS”), as issued by the International Accounting Standards Board (“IASB”).
The financial information has been prepared on the historical cost basis.
The Company has elected to present profit or loss items using the function of expense method. Additional information regarding
the nature of the expenses is included in the notes to the financial statements.
The financial statements for the year ended 31 December 2017 (including comparative amounts) were approved and authorised
for issue by the board of directors on 18 June 2018.
B. Use of significant accounting estimates and assumptions and judgements
The preparation of financial statements in conformity with IFRS requires management to make accounting estimates and
assessments that involve use of judgment and that affect the amounts of assets and liabilities presented in the financial
statements, the disclosure of contingent assets and liabilities at the dates of the financial statements, the amounts of revenues
and expenses during the reporting periods and the accounting policies adopted by the Company. Actual results could differ from
those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the
period in which the estimates are revised and in any future periods affected.
Regarding significant judgements and estimate uncertainties, see Note 3.
C.
Functional and presentation currency
The Company prepares its financial statements on the basis of the principal currency and economic environment in which it
operates (hereinafter - the “functional currency”).
The Company’s financial statements are presented in US dollars (“US$”) which constitutes the functional currency of the
Company and the presentation currency of the Company.
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 27
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
27
D.
Foreign currency transactions and balances
Specifically identifiable transactions denominated in foreign currency are recorded upon initial recognition at the exchange rates
prevailing on the date of the transaction. Exchange rate differences deriving from the settlement of monetary items, at exchange
rates that are different than those used in the initial recording during the period, or than those reported in previous financial
statements, are recognised in the statement of comprehensive income in the year of settlement of the monetary item. Other
profit or loss items are translated at average exchange rates for the relevant financial year.
Assets and liabilities denominated in or linked to foreign currency are presented on the basis of the representative rate of
exchange as of the date of the statement of financial position (spot exchange rate as published by the Bank of Israel).
Exchange rate differentials are recognized in the financial statements when incurred, as part of financing expenses or financing
income, as applicable.
New Israeli Shekel (“NIS”)
EURO
Sterling
E.
Cash and cash equivalents
2017
0.288
1.200
1.350
2016
0.260
1.052
1.229
Cash and cash equivalents include cash on hand, call deposits and highly liquid investments, including short-term bank deposits
(with original maturity dates of up to three months from the date of deposit), that are subject to an insignificant risk of changes
in their fair value and which do not have restrictions as to what it may be used for.
F.
Property and equipment
Property and equipment items are presented at cost, less accumulated depreciation and net of accrued impairment losses. Cost
includes, in addition to the acquisition cost, all of the costs that can be directly attributed to the bringing of the item to the
location and condition necessary for the item to operate in accordance with the intentions of management.
The residual value, useful life span and depreciation method of fixed asset items are tested at least at the end of the fiscal year
and any changes are treated as changes in accounting estimate.
Depreciation is calculated on the straight-line method, based on the estimated useful life of the fixed asset item or of the
distinguishable component, at annual depreciation rates as follows:
%
Computers 33
Testing equipment 10-33
Vehicles 15
Furniture and equipment 6-15
Leasehold improvements 10
Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term (including any extension
option held by the Group and intended to be exercised) and the expected life of the improvement.
Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale and the date that the asset is
derecognised. An asset is derecognised on disposal or when no further economic benefits are expected from its use.
G. Allowance for doubtful accounts
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 28
28
Notes to the Financial Statements continued
For the year ended 31 December 2017
The allowance for doubtful accounts is determined in respect of specific debts whose collection, in the opinion of the Company’s
management, is doubtful.
H.
Basic and diluted earnings per share
Basic and diluted earnings per share is computed by dividing the income for the period applicable to Ordinary Shares by the
weighted average number of shares of Ordinary Shares outstanding during the period. Securities that may participate in
dividends with the Ordinary Shares (such as the Preferred Shares) are included in the computation of basic earnings per share
using the two class method.
In computing diluted earnings per share, basic earnings per share are adjusted to reflect the potential dilution that could occur
upon the exercise of options or warrants issued or granted using the “treasury stock method” and upon the conversion of
Preferred Shares using the “if-converted method”, if the effect of each of such financial instruments is dilutive.
I.
Severance pay liability
The Company’s liability for severance pay pursuant Israel’s Severance Pay Law is based on the last monthly salary of the employee
multiplied by the number of years of employment, as of the date of severance.
Pursuant to section 14 of Severance Pay Law, which covers the Company’s employees, monthly deposits with insurance
companies release the Company from any future severance obligations in respect of those employees (defined contribution).
Deposits under section 14 are recorded as an expense in the Company’s statement of comprehensive income.
J.
Research and development expenses
Expenditures on the research phase of projects to develop new products and processes are recognised as an expense as incurred.
Development activities involve a plan or a design for the production of new or substantially improved products and processes.
Development costs that are directly attributable to a project’s development phase are recognised as intangible assets, provided
they meet the following recognition requirements:
•
•
•
•
•
the development costs can be measured reliably
the project is technically and commercially feasible
the Company intends to and has sufficient resources to complete the project
the Company has the ability to use or sell the developed asset
the developed asset will generate probable future economic benefits. Development costs not meeting these criteria for
capitalisation are expensed as incurred.
Directly attributable costs include employee costs incurred on software development along with an appropriate portion of
relevant overheads and borrowing costs.
An intangible asset that was capitalized but not available for use, is not amortized and is subject to impairment testing once a
year or more frequently if indications exist that there may be a decline in the value of the asset until the date on which it
becomes available for use.
The amortization of an intangible asset begins when the asset is available for use, i.e., it is in the location and condition needed
for it to operate in the manner intended by management. The development asset is amortized on the straight-line method, over
its estimated useful life, which is estimated to be ten years.
The useful life and the amortization method of each of the intangible assets with finite lives are reviewed at least at each
financial year end. If the expected useful life of an asset differs from the previous estimate, the amortization period is changed
accordingly. Such change is accounted for as a change in accounting estimate in accordance with IAS 8.
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 29
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
29
K. Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item (such as research and development of an intangible
asset not eligible for capitalization under the criteria described in 2j above), it is recognised as ‘other income’ on a systematic
basis over the periods that the costs, which it is intended to compensate, are expensed.
Where the grant relates to an asset (such as development expenses that were recognized as an intangible asset), it is recognised
a deduction of the related asset.
Grants from the Israeli Office of the Chief Scientist of the Ministry of Economy (hereinafter – the “OCS”) in respect of research
and development projects are accounted for as forgivable loans according to IAS 20 Accounting for Government Grants and
Disclosure of Government Assistance.
Grants received from the OCS are recognized as a liability according to their fair value on the date of their receipt, unless on that
date it is reasonably certain that the amount received will not be refunded. The fair value is calculated using a discount rate that
reflects a market rate of interest at the date of initial recognition. The difference between the amount received and the fair value
on the date of receiving the grant is recognized as a deduction from the cost of the related asset or as other income as applicable
(see note 2. J. above).
The amount of the liability is re-examined each period, and any changes in the present value of the cash flows discounted at the
original interest rate of the grant are recognized in profit or loss.
The difference between the amount received and the fair value on the date of receiving the grant is recognized as a deduction of
research and development expenses.
Grants which do not include an obligation to pay royalties are recognised as a deduction of the related asset or as other income
as applicable (See Note 22).
L.
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the
financial instrument and are measured initially at fair value adjusted for transaction costs, except for those carried at fair value
through profit or loss which are measured initially at fair value. Subsequent measurement of financial assets and financial
liabilities is described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the
financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
For the purpose of subsequent measurement financial assets are classified into the following categories upon initial recognition:
•
•
•
•
Loans and receivables
Financial assets at fair value through profit or loss (FVTPL)
Held-to-maturity (HTM) investments
Available-for-sale (AFS) financial assets
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 30
30
Notes to the Financial Statements continued
For the year ended 31 December 2017
All financial assets except for those at FVTPL are reviewed for impairment at least at each reporting date to identify whether
there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine
impairment are applied for each category of financial assets, which are described below.
All income and expenses relating to financial assets that are recognised in the statement of comprehensive income are presented
within financing expenses or financing income (except for impairment of trade receivables which is presented within general and
administrative expenses).
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. After initial recognition, these are measured at amortised cost using the effective interest method, less provision for
impairment. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade
receivables and most other short term financial assets and receivables fall into this category of financial instruments. Individually
significant receivables are considered for impairment when they are past due or when other objective evidence is received that a
specific counterparty will default. Receivables that are not considered to be individually impaired are reviewed for impairment in
groups, which are determined by reference to the industry and region of the counterparty and other shared credit risk
characteristics. The impairment loss estimate is then based on recent historical counterparty default rates for each identified group.
Financial assets at FVTPL
Financial assets at FVTPL include financial assets that are either classified as held for trading or that meet certain conditions and
are designated at FVTPL upon initial recognition. All derivative financial instruments fall into this category, except for those
designated and effective as hedging instruments, for which hedge accounting requirements apply. Assets in this category are
measured at fair value with profits or losses recognised in the statement of comprehensive income. The fair values of financial
assets in this category are determined by reference to active market transactions or using a valuation technique where no active
market exists.
During the reported period the Company did not have any assets held for trading no derivative financial assets and no assets
were voluntarily classified to FVTPL category.
Classification and subsequent measurement of financial liabilities
The Company’s financial liabilities include borrowings, trade payables, other payables, OCS royalty liability and derivative financial
instruments. Financial liabilities are measured subsequently at amortised cost using the effective interest method except for
derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with profits or losses
recognised in the statement of comprehensive income (other than derivative financial instruments that are designated and
effective as hedging instruments). All interest-related charges and, if applicable, changes in an instruments fair value that are
reported in the statement of comprehensive income, are included within finance costs or finance income.
Derivative financial instruments
Derivative financial instruments (including embedded derivatives that were separated from the host contract - see Note 12) are
accounted for at FVTPL except for derivatives designated as hedging instruments in cash flow hedge relationships, which require
a specific accounting treatment. To qualify for hedge accounting, the hedging relationship must meet several strict conditions
with respect to documentation, probability of occurrence of the hedged transaction and hedge effectiveness.
The Company did not designate derivatives as hedging instruments in the periods presented in these financial statements.
Derivatives embedded in host contracts are accounted for as separate derivatives if their economic characteristics and risks are
not closely related to those of the host contracts and the host contracts are not held-for- trading or designated at fair value
though profit or loss. These embedded derivatives are measured at fair value, with changes in fair value recognised in profit or
loss. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that
would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss.
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 31
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
31
M. Share-based compensation
Share-based compensation transactions that are settled by equity instruments that were executed with employees or others who
render similar services, are measured at the date of the grant, based on the fair value of the granted equity instrument. This
amount is recorded as an expense in profit or loss with a corresponding credit to equity, over the period during which the
entitlement to exercise or to receive the equity instruments vests.
For purposes of estimating the fair value of the granted equity instruments, the Company takes into consideration conditions
which are not vesting conditions (or vesting conditions that are performance conditions which constitute market conditions).
Non-market performance and service conditions are included in assumptions about the number of options that are expected to
vest. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each reporting period, an estimate is made of the number of instruments expected
to vest. Grants that are contingent upon vesting conditions (including performance conditions that are not market conditions)
which are not ultimately met are not recognized as an expense. A change in estimate regarding prior periods is recognized in the
statement of comprehensive income over the vesting period.
Share-based payment transactions settled by equity instruments executed with other service providers are measured at the date
the services were received, based on the estimated fair value of the services or goods received, unless their value cannot be
reliably estimated. In such a case, the transaction is measured by estimating the fair value of the granted equity instruments. This
amount is carried as an expense or is capitalized to the cost of an asset, based on the nature of the transaction. Share based
compensation amounts related to grants that were forfeited, are reclassified to Share Premium.
N.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date.
Fair value measurement is based on the assumption that the transaction will take place in the asset’s or the liability’s principal
market, or in the absence of a principal market. In the most advantageous market.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their economic best interest.
Fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits
by using the asset in its best use or by selling it to another market participant that would use the asset in its best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value. Maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value
hierarchy based on the lowest level input that is significant to the entire fair value measurement:
•
•
•
Level 1 – unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the
ability to access as of the measurement date.
Level 2 – pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or
indirectly observable through corroboration with observable market data.
Level 3 – pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any,
market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair
value require significant management judgment or estimation. Level 3 inputs are considered as the lowest priority within
the fair value hierarchy. The valuation of the short-term liability relating to the warrants and options issued, falls under this
category.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 32
32
Notes to the Financial Statements continued
For the year ended 31 December 2017
O. Off-set of financial instruments
Financial instruments and financial liabilities are presented in the statements of financial position at their net value if the
Company has a legal and enforceable right of offset and the Company intends on settling the asset and the liability on a net
basis or simultaneously.
P.
Transactions with controlling shareholders
Transactions with controlling shareholders are recognized at fair value. Any difference between the fair value and the original
terms of the transaction, represent capital contribution or dividend, as applicable and accordingly, carried to equity.
Q. Revenue recognition
The Company generates revenues mainly from sales of programmable devices (“FPGA”) that embed intellectual property (“IP”)
developed by the Company, or IP developed by the Company together with software application tools, to assist its customers to
design their own systems based on the Company IP.
Revenues are measured in accordance with the fair value of the consideration received or receivable in respect of sales supplied
in the ordinary course of business, net of returns, rebates and discounts.
Sales of goods
Revenues from programmable devices are recognized when all of the following conditions are met:
•
•
•
•
•
The Company has transferred the significant risks and rewards of ownership of the goods to the purchasers. Such
condition is usually met on delivery of the goods, however, when a sales contract gives the customer the right, for a
specified period after delivery, to accept or reject goods, revenue recognition does not occur until the earlier of customer
acceptance and expiry of the acceptance period;
The Company does not retain continuing managerial involvement to the degree usually associated with ownership nor
effective control over the goods sold;
The amount of the revenues can be measured reliably. The amount of the revenue is not considered as being reliably
measured until all the conditions relating to the transaction are met. The Company bases its estimates on past experience,
considering the type of customer, type of transaction and special details of each arrangement;
It is probable that the economic benefits that are associated with the transaction will flow to the Company; and
The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Contracts with milestone payments
Certain contracts with major customers are structured to provide the Company with payment upon the achievement of certain
predefined milestones which might include development of new product offerings or new features of existing products such as
programmable devices (“design tools”).
If payments under the contract are dependent upon the achievement of certain milestones, the revenue is not recognised until
the relevant milestone has been achieved (as agreed between the Company and the customer), provided that the contract does
not provide cancellation rights to the customer that would require the repayment of any amounts received.
Amounts received prior to achieving a predefined milestone, including up-front payments, are deferred and presented as
deferred revenues until the achievement of the related milestone.
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 33
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
33
Amounts received under contracts that allow the customer, for a specified period after delivery, acceptance or cancellation rights,
are deferred and presented as deferred revenues until the earlier of, the customer formal acceptance, or, the expiry of the
acceptance or cancellation period. As at 31 December 2017 no amounts were required to be presented as deferred revenues.
Contract costs are recognised in the period in which they are incurred.
Multiple element transactions
In certain instances, the Company enters into an agreement to sell programmable devices together with the development of new
product offerings or new features of existing products (“design tools”).
In those cases, the Company allocates the consideration received to the different elements and the revenues are recognised in
respect of each element separately. Accordingly, revenue allocated to design tools elements are recognised upon achievement of
milestones as described above. Revenue allocated to programmable devices elements are recognised upon delivery, after all of
the above criteria (under sale of goods) are met. An element constitutes a separate accounting unit if and only if it has a separate
value to the customer. Revenue from each element is recognised when the criteria for revenue recognition have been met (as
described above) and only to the extent of the consideration that is not contingent upon the completion or performance of
future services in the contract.
Revenue from royalties
Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant transaction with the customer.
Such revenues are recognised provided the amount of the revenues can be measured reliably and it is considered probable that
the economic benefits that are associated with the transaction will flow through to the Company. Royalties are received on the
sales of third parties that are based on IP developed by the Company. Royalties are calculated from royalty reports delivered to
the Company on a quarterly basis.
R.
Income taxes
Taxes on income in the statement of comprehensive income comprise current and deferred taxes. Current or deferred taxes are
recognised in the statement of comprehensive income, except to the extent that the tax arises from items which are recognised
directly in other comprehensive income or in equity. In such cases, the tax effect is also recognised in the relevant item.
Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the
reporting period. Deferred income taxes are calculated using the liability method in respect of temporary differences between
amounts included in the financial statements and amounts taken into consideration for tax purpose.
Deferred tax assets are recognised to the extent that it is probable that the underlying tax loss or deductible temporary difference
will be utilised against future taxable income. This is assessed based on the Company’s forecast of future operating results,
adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit.
Deferred tax assets are presented in the statement of financial position as non-current assets.
S. Operating cycle
The normal operating cycle of the Company is a twelve month period ending in December of each year.
T.
Impairment testing of other intangible assets and property and equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash
inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-
generating unit level.
An impairment loss is recognised for the amount by which the asset’s (or cash-generating unit’s) carrying amount exceeds its
recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use,
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 34
34
Notes to the Financial Statements continued
For the year ended 31 December 2017
management estimates expected future cash flows from each asset or cash-generating unit and determines a suitable discount
rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly
linked to the Company’s latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset
enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments
of the time value of money and asset-specific risk factors.
Impairment losses for cash-generating units is charged pro rata to the other assets in the cash-generating unit. All assets are
subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment loss is
reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount. As of December 31, 2017 and
2016 no impairment was recorded.
U. Ordinary shares
Ordinary shares issued by the Company which do not meet the definition of financial liability or financial asset, were recognized
as part of equity on the basis of the consideration received in respect thereof, net of costs attributed directly to the issue.
V.
Equity and reserves
Share capital represents the nominal par value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income tax benefits.
W. Provisions, contingent assets and contingent liabilities
Provisions for legal disputes, onerous contracts or other claims are recognised when the Company has a present legal or
constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required and
amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain.
No liability is recognized if an outflow of economic resources as a result of present obligations is not probable. Such situations are
disclosed as contingent liabilities unless the outflow of resources is remote.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable
evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there
are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the
class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.
Any reimbursement that the Company is virtually certain to collect from a third party with respect to the obligation is recognized
as a separate asset. However, this asset may not exceed the amount of the related provision.
X. New and revised standards that are effective for annual periods beginning on or after 1 January 2017
The Company has not adopted any new standards or amendments that have a significant impact on the Company’s results or
financial position.
Y.
Standards, amendments and interpretations to existing standards that are not yet effective and
have not been adopted early by the Company
At the date of authorisation of these financial statements, certain new standards, and amendments to existing standards have
been published by the IASB that are not yet effective and have not been adopted early by the Company. Information on those
expected to be relevant to the Company’s financial statements is provided below.
Management anticipates that all relevant pronouncements will be adopted in the Company’s accounting policies for the first
period beginning after the effective date of the pronouncement. New standards, interpretations and amendments not either
adopted or listed below are not expected to have a material impact on the Company’s financial statements.
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 35
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
35
IFRS 9 ‘Financial Instruments’
The new Standard for financial instruments (IFRS 9) replaces IAS 39 ‘Financial Instruments: Recognition and Measurement’. It
makes major changes to the previous guidance on the classification and measurement of financial assets and introduces an
‘expected credit loss’ model for the impairment of financial assets.
IFRS 9 also contains new requirements on the application of hedge accounting. The new requirements look to align hedge
accounting more closely with entities’ risk management activities by increasing the eligibility of both hedged items and hedging
instruments and introducing a more principles-based approach to assessing hedge effectiveness.
Management has identified the following areas that are expected to be most impacted by the application of IFRS 9:
•
•
The classification and measurement of the Company’s financial assets - Management holds most financial assets to hold
and collect the associated cash flows and is currently assessing the underlying types of cash flows to classify financial assets
correctly. Management expects that the majority of financial assets held by the Company will be eligible to be accounted
for at amortised cost as in accordance with the current IFRS. Accordingly, the Company does not expect the new guidance
to affect the classification and measurement of these financial assets.
The impairment of financial assets applying the expected credit loss model - This will apply to the Company’s trade
receivables and other short term investments in debt-type assets currently classified as ‘Loans and Receivables. For contract
assets that will arise from IFRS 15 and trade receivables, the Company considers to apply a simplified model of recognising
lifetime expected credit losses as these items do not have a significant financing component.
The new standard also introduces expanded disclosure requirements and changes in presentation. These are expected to change
the nature and extent of the Company’s disclosures about its financial instruments particularly in the year of the adoption of the
new standard.
The Company will apply the new rules retrospectively from 1 January 2018, with the practical expedients permitted under the
standard. Comparatives for 2017 will not be restated.
IFRS 15 ‘Revenue from Contracts with Customers’
IFRS 15 presents new requirements for the recognition of revenue, replacing IAS 18 ‘Revenue’, IAS 11 ‘Construction Contracts’,
and several revenue-related interpretations. The new standard establishes a control-based revenue recognition model and
provides additional guidance in many areas not covered in detail under existing IFRSs, including how to account for
arrangements with multiple performance obligations, variable pricing, customer refund rights, supplier repurchase options, and
other common complexities.
IFRS 15 is effective for annual reporting periods beginning on or after 1 January 2018. Management intends to adopt the
Standard retrospectively, recognising the cumulative effect of initially applying this Standard as an adjustment to the opening
balance of retained earnings on the initial date of application. Under this method, IFRS 15 will only be applied to contracts that
are incomplete as at 1 January 2018.
The Company intends to adopt IFRS 15 as of January 1, 2018. The Company evaluated the impact of IFRS 15 on its revenue
streams and selling contracts, if any, and on its financial reporting and disclosures and on the business processes, controls and
systems. Based on such evaluation, management believes that the adoption of IFRS 15 will not have a significant impact on its
consolidated financial statements.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 36
36
Notes to the Financial Statements continued
For the year ended 31 December 2017
IFRS 16 ‘Leases’
IFRS 16 will replace IAS 17 and three related Interpretations. It completes the IASB’s long-running project to overhaul lease
accounting. Leases will be recorded in the statement of financial position in the form of a right-of-use asset and a lease liability
to pay rentals. The only exceptions are short-term and low-value leases. The accounting for lessors will not significantly change.
IFRS 16 is effective for annual reporting periods beginning on or after 1 January 2019. At this stage, the Company does not
intend to adopt the standard before its effective date. Management is yet to fully assess the impact of the Standard and
therefore is unable to provide quantified information. However, in order to determine the impact, the following actions will have
to be completed before the standard will become effective:
•
•
•
•
•
•
•
3
performing a full review of all agreements to assess whether any additional contracts will become lease contracts under
IFRS 16’s new definition of a lease.
deciding which transitional provision to adopt; either full retrospective application or partial retrospective application (which
means comparatives do not need to be restated).
Deciding which of the practical expedients to adopt.
assessing current disclosures with respect to for current lease agreements (see Note 15.C).
determining which optional accounting simplifications are available and whether to apply them.
considering the IT system requirements.
assessing the additional disclosures that might be required.
SIGNIFICANT MANAGEMENT JUDGEMENT IN APPLYING ACCOUNTING POLICIES AND ESTIMATION
UNCERTAINTY
When preparing the financial statements, management makes a number of judgements, estimates and assumptions about the
recognition and measurement of assets, liabilities, income and expenses.
Significant management judgement
•
Capitalisation of internally developed intangible assets
Distinguishing the research and development phases of a new or substantially improved customised research and development
project and determining whether the recognition requirements for the capitalisation of development costs are met, requires
judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether
there are any indicators that capitalised costs may be impaired. In addition, an intangible asset that was capitalised but not
available for use is required to be tested for impairment once a year (see Note 9).
•
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable
income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In
addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in various tax
jurisdictions (see Notes 24.B. and 24.C.).
Estimation uncertainty
•
Impairment of non-financial assets
In assessing impairment of non-financial assets (primarily, internally developed intangible assets – see Note 9), management
estimates the recoverable amount of each asset or cash generating units based on expected future cash flows and uses an
interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the
determination of a suitable discount rate.
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 37
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
37
•
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets (including capitalized development expenses
recognized as an intangible asset) at each reporting date, based on the expected utility of the assets. Uncertainties in these
estimates relate to technological obsolescence that may change the utility of certain intangible assets (see Notes 9 and 10).
•
Fair value measurement of employees’ options and warrants valuation
Management uses valuation techniques to determine the fair value of financial instruments (such as employees’ options under
share based compensation and warrants) and non-financial assets. This involves developing estimates and assumptions consistent
with how market participants would price the instrument. Management bases its assumptions on observable data as far as
possible but this is not always available. In that case management uses the best information available. Estimated fair values may
vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date (see Notes 12 and 17).
CASH AND CASH EQUIVALENTS
4
Cash and cash equivalents consist of the following:
US dollars
31 December
In Sterling
In U.S. Dollar
In Euro
In New Israeli Shekel
2017
403,307
3,301,745
16,626
159,428
2016
226,687
1,350
71,876
35,810
3,881,106
335,723
OTHER SHORT-TERM FINANCIAL ASSETS
5
As at 31 December 2017, this consisted of two short term 12 month deposits of $9,000,000 and of $2,000,000 earning annual
interest rates of 1.75% and 1.04% respectively.
TRADE RECEIVABLES
6
Trade and other receivables consist of the following:
US dollars
31 December
Trade receivables
Unbilled revenue
Less: provision for doubtful accounts
Total receivables
2017
372,536
180,114
(38,685)
513,965
2016
222,339
45,970
–
268,309
All amounts are short-term. The net carrying value of these receivables is considered a reasonable approximation of fair value. All
of the Company’s trade and other receivables have been reviewed for indicators of impairment.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 38
38
Notes to the Financial Statements continued
For the year ended 31 December 2017
OTHER CURRENT ASSETS
7
The balance as at 31 December 2017 includes an amount of approximately $300,000 receivable as a grant from the European Union.
PROPERTY AND EQUIPMENT
8
Details of the Company’s property and equipment are as follows
US dollars
Testing
equipment Computers
Furniture and
equipment
Vehicles
Leasehold
improvements
Gross carrying amount
Balance 1 January 2017 33,445 104,794
Additions – 108,450
43,124
4,525
47,743
–
–
13,448
Disposals – –
–
(47,743)
–
Balance 31 December 2017 33,445 213,244
47,649
–
13,448
Total
229,106
126,423
(47,743)
307,786
(159,167)
(20,171)
27,392
(151,946)
–
(160)
–
(160)
13,288
155,840
Vehicles
Total
47,743
–
47,743
(20,213)
(7,161)
(27,374)
208,752
20,354
229,106
(142,371)
(16,796)
(159,167)
Depreciation
Balance 1 January 2017 (17,678) (97,191)
Depreciation (5,203) (10,861)
Disposals – –
(16,924)
(3,929)
–
Balance 31 December 2017 (22,881) (108,052)
(20,853)
Carrying amount
31 December 2017 10,564 105,192
26,796
(27,374)
(18)
27,392
–
–
US dollars
Testing
equipment
Furniture and
equipment
Computers
Gross carrying amount
Balance 1 January 2016 18,386
Additions 15,059
Balance 31 December 2016 33,445
Depreciation
Balance 1 January 2016 (17,124)
Depreciation (554)
Balance 31 December 2016 (17,678)
Carrying amount
99,875
4,919
104,794
(91,954)
(5,237)
(97,191)
42,748
376
43,124
(13,080)
(3,844)
(16,924)
31 December 2016 15,767
7,603
26,200
20,369
69,939
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 39
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
39
INTANGIBLE ASSET
9
Details of the Company’s intangible asset is as follows:
Gross carrying amount
Balance 1 January 2017
Additions (*)
Deduction of government grant
Balance 31 December 2017
Amortization
Balance 1 January 2017
Amortization
Balance 31 December 2017
Carrying amount 31 December 2017
(*) The additions include $117,542 of share based compensation.
Gross carrying amount
Balance 1 January 2016
Additions
Deduction of government grant
Balance 31 December 2016
Amortization
Balance 1 January 2016
Amortization
Balance 31 December 2016
Carrying amount 31 December 2016
US dollars
Total
1,344,849
2,076,539
(95,820)
3,325,568
38,951
116,064
155,015
3,170,553
US dollars
Total
624,635
1,033,389
(313,175)
1,344,849
4,513
34,438
38,951
1,305,898
As described in Note 2.J. applicable development costs are capitalised and are amortised over the period of expected benefit
from such costs, which is estimated at ten years.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 40
40
Notes to the Financial Statements continued
For the year ended 31 December 2017
10 SHORT-TERM BORROWINGS
Borrowings include the following financial liabilities:
Bank borrowings (2)
Current maturities of long-term liabilities (see Note 14)
Total short-term borrowings
Annual%
Interest rate(1)
2016
5.6%
US dollars
31 December
2017
–
–
–
2016
128,969
31,287
160,256
(1) The loans bore variable interest of 5.6%. The above interest rate is the weighted average rate as of 31 December 2016.
(2) The Company has an unused credit facility of 500,000 NIS (approx. $145,000).
11 OTHER CURRENT LIABILITIES
Other short-term liabilities consist of:
US dollars
31 December
Salaries, wages and related costs
Provision for vacation
Current portion of OCS royalty liability (see Note 13)
Accrued expenses and other
Related parties (see Note 28.A)
Total other short-term liabilities
12 SHAREHOLDERS LOANS
Short-term liabilities to shareholders consist of:
2017
195,269
111,630
20,120
203,610
401,142
931,771
2016
181,972
126,762
52,016
89,289
741,252
1,191,291
US dollars
31 December
Shareholder loans (1) (2)
Total other short-term liabilities
2017
–
2016
527,568
931,771
1,191,291
(1) The CEO lent funds to the Company to finance the Company’s working capital. The loan bore 6% interest until January 2017 and thereafter increased to 8%. The
loan was fully repaid in 2017.
(2) In November 2016, some of the shareholders advanced to the Company short-term loans totaling $270,000 to finance the costs of admission to the AIM
exchange (“Admission”). Upon the Admission, the Company repaid $297,000 to these shareholders in full repayment of their short-term loans. In addition, upon
the Admission on 29 June 2017, each of these above-mentioned shareholders were granted twelve month warrants to purchase $270,000 of ordinary shares with
an exercise price equaling the price that shares were issued to the public in connection with the admission, being GBP 1.40. The warrants represent an embedded
derivative (equity kicker) since the economic characteristics and risks of such an equity-based return are not closely related to the economic characteristics of the
host shareholders loan. Accordingly, upon receipt of the loan, the Company recognised the warrants as a derivative liability at its fair value using the following
assumptions: The probability of the admission was determined by management as a likelihood of 90%, volatility of 41.3%, expected term of one year, interest
rate of 0.79% and accordingly was valued at $43,300. The remaining consideration received by the Company was allocated to the shareholder loan (the host) as
of 31 December 2016. The initial fair value of the warrants was valued at $43,300 and was shown as a separate short-term derivative liability. The balance of
these shareholder loans were accordingly initially recorded at the amortized value of $226,700 (net of the discount of $43,300). The difference between the
amount recorded and the amount expected to be repaid to the shareholders is recorded in profit and loss over the expected period of the loan. As at
31 December 2017, the warrants had less than 6 months until expiry and as the share price was lower than the exercise price of the warrants, the warrant liability
was valued at a lower value, being approximately $15,800. The change in the fair value of this warrant liability was included as part of finance expenses in 2017.
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 41
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
41
13 OCS ROYALTY LIABILITY
US dollars
31 December
Balance at 1 January
Royalties paid
Amounts recorded in profit or loss
Balance at 31 December
Less: short-term component included in Other Liabilities
Long-term royalty liability
2017
99,407
(93,034)
13,747
20,120
(20,120)
–
2016
123,371
(35,670)
11,706
99,407
(52,016)
47,391
As described in Note 2.K., the Company received research and development grants from the Office of the Chief Scientist in Israel
(“OCS”) of approximately $3,050,000 and undertook to pay royalties of approximately 3.5% of revenues derived from research
and development projects that were financed by these grants up to 100% of the amounts received. The amounts shown in the
statement of financial position are management’s best estimate of the long-term liabilities from royalties that will be payable on
OCS funded technologies before such technologies are discontinued by the end of 2018. The short-term portion of such royalty
liability is included in Other Short-Term Liabilities. This royalty liability has been amortised at a 7.9% interest rate, with the
financing component recorded in Finance costs. As at 31 December 2017, the Company has repaid approximately $490,000 of
these grants, in the form of royalties. The maximum amount of royalties that would be payable, if the Company had unlimited
revenue attracting royalty obligations, would be approximately $2,700,000 at 31 December 2017.
14 LONG-TERM BORROWINGS
Long-term liabilities consist of:
Bank borrowings (1)
Current maturities
Total long-term borrowings
Annual%
Interest rate(1)
2016
4.60%
US dollars
31 December
2017
7,522
–
7,522
2016
130,135
(31,287)
98,848
(1) The balance at 31 December 2016 is primarily comprised of a loan received in 2016 from the Fund for Medium-Sized Businesses, through a bank, amounting to
$120,376, of which 75% is guaranteed by the State of Israel. The loan bore interest of 4.3%. The loan was repayable (principal and interest) in 60 monthly
instalments ending in February 2021. During 2017 this loan was fully repaid and the lien on a bank deposit was subsequently removed (See Note 5).
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 42
42
Notes to the Financial Statements continued
For the year ended 31 December 2017
15 COMMITMENTS AND CONTINGENT LIABILITIES
A.
During the years 2005 through 2012, the Company received grants from the OCS (Israeli Office of the Chief Scientist)
totaling approximately $3 million, to support the Company’s various research and development programs. The Company is
required to pay royalties to the OCS at a rate of 3.5%, of the Company revenue up to an amount equal to the grants
received, plus interest from the date of the grant. The total amount including interest is approximately $2.7 million. Such
contingent obligation has no expiration date. See Note 13 for more details.
B.
In 2011 the Company granted to the bank, an unlimited lien on trade receivables from a specific customer. The amounts
receivable from this customer at 31 December were:
US dollars
2017
–
2016
67,083
C.
In January 2009, the Company signed a one year lease agreement for the usage of 470 sq. m. as its primary offices, in the
Industrial area of Lod, Israel. The lease was renewed for short periods and in November 2011, the lease was extended until
March 2016 at which time it was renewed for an additional year at a monthly commitment of approximately $6,800. In
March 2017, the lease was again renewed for another 12 months at the same monthly commitment.
As of December 2017, the Company committed to a three year lease agreement and moved its primary offices to another
location in the Industrial area of Lod, Israel. At the termination of the lease, the Company has an option to renew it for a
further two years. In addition the Company signed two other one year lease agreements for a total of 26 parking bays,
with an option to extend them for another year. The approximate Company commitments regarding these leases
(denominated in New Israeli Shekels) are:
NIS USD
2018 619,000 179,000
2019 543,000 157,000
2020 505,000 146,000
D.
Effective September 2016, the Company signed a marketing consultancy agreement for the sale of its products in North
America. The monthly fee of $5,000 is in addition to a commission payable to the consultant for revenues generated
through the consultant. The commissions start at 20% of revenues up until annual revenues of $1 million and thereafter
the commission rate reduces to 6% and then once $4.3 million of annual revenues have been reached the rate reduces to
2%. The consultant also received 20,000 stock options vesting over 4 years and exercisable at $2.00 per option (see
Note 17.A). The agreement may be terminated by either side on 30 days’ notice.
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 43
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
43
16 EQUITY
A.
Details regarding share capital and number of shares at 31 December 2017 and at 31 December 2016 are:
US dollars
31 December
Preferred shares of NIS 0.001 par value
Ordinary shares of NIS 0.001 par value
Total share capital
Number of shares at 31 December 2016:
Preferred shares of NIS 0.001 par value
Ordinary shares of NIS 0.001 par value
Number of shares at 31 December 2017:
Preferred shares of NIS 0.001 par value
Ordinary shares of NIS 0.001 par value
2017
–
8,028
8,028
2016
847
4,111
4,958
Authorized
9,719,300
Issued and
paid-in
3,725,400
40,280,700
18,078,500
50,000,000
21,803,900
Authorized
9,719,300
Issued and
paid-in
–
40,280,700
32,518,186
50,000,000
32,518,186
In the first half of 2017, prior to the IPO, the Company effected a 10:1 share split of all its authorized and issued, ordinary and
preferred shares. The par value of the Company’s shares reduced from NIS 0.01 to NIS 0.001. In addition, the number of all
options and warrants granted prior to the share split, increased tenfold and the exercise price reduced by 90%. All share
amounts in these financial statements have been adjusted to reflect this 10:1 share split.
B. Description of the rights attached to the Ordinary Shares
All ordinary shares have equal rights including voting rights, rights to dividends and to distributions upon liquidation. They confer
their holder the rights to receive notices, attend and vote at general meetings.
C. Other components of equity include the following:
– Share premium includes any premiums received on the issue of share capital. Any transaction costs associated with the
issuance of shares are deducted from the share premium, net of any related income tax benefit.
– Capital reserve includes the value of equity-settled share-based payments provided to employees and third parties.
D. Description of the rights attached to the Preferred Shares
During 2005, 2006 and 2012, the Company issued Series A Preferred Shares of NIS 0.01 par value to strategic
shareholders. The issue price of the preferred shares is $3.29 per share. Prior to conversion of the preferred shares into
ordinary shares upon the consummation of the IPO in June 2017, the rights of the preferred shares were:
Dividend preference
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 44
44
Notes to the Financial Statements continued
For the year ended 31 December 2017
Preferred shares carry a dividend preference up to $3.29 per share. After this amount per preferred share has been
distributed, the dividend preference ceases and the preferred shares will participate pro rata with the ordinary shares in
receipt of any additional dividends on an as-converted basis. The $3.29 per preferred share distributed will be paid out
80% to the preferred shareholders and 20% to the Company founders. The dividend preference may be waived in whole
or part by a majority of the preferred shareholders together with the mutual consent of the two founders.
Conversion into ordinary shares
Preferred shareholders could convert their shares at any time into fully paid ordinary shares on a 1 for 1 basis. The preferred
shares automatically converted into ordinary shares upon the consummation of the IPO. If prior to the IPO, the Company
issued shares at a price below $3.29, then the preferred shares could have been convertible at a greater than a 1 for 1
basis according to the anti-dilutive formula described in the Articles of Association.
Voting rights
The preferred shares may generally vote together with the ordinary shares of the Company (and not as a separate class) in
all shareholders meetings, with each preferred share having the number of votes as if then converted into ordinary shares
(“on an as-converted basis”).
Liquidation rights
Preferred shares carry a liquidation preference up to $3.29 per share upon actual liquidation or upon a M&A transaction.
After this amount per preferred share has been paid, the liquidation preference is cancelled and the preferred shares will
participate in the balance of the liquidation distributions, pro rata with the ordinary shares on an as-converted basis. The
$3.29 per preferred share distributed will be paid out 80% to the preferred shareholders and 20% to the Company
founders. This liquidation preference may be waived in whole or part by a majority of the preferred shareholders together
with the mutual consent of the two founders. All such deemed liquidation events are subject to the approval of the Board
of Directors of the Company.
E.
IPO – Admission to the AIM exchange in London
On 29 June 2017 the Company completed an IPO together with being admitted to trading on the AIM Stock Exchange
and issued 10,714,286 ordinary shares at a price of GBP 1.40 per share, for a total consideration of approximately
$19,444,000 (GBP 15,000,000) before underwriting and issuance expenses. Total net proceeds from the issuance
amounted to approximately $17,800,000. Concurrent with the IPO, all the preferred shares were mandatorily converted
into ordinary shares on a 1:1 basis, as mentioned in Note 16.D. The Company trades on the AIM Stock Exchange under the
symbol “ENET”.
Immediately after the IPO the Company issued certain prior shareholders, one year warrants to purchase up to 148,778
shares of the Company at an exercise price of GBP 1.40 (see Note 12). At the same time, the Company also issued five-year
options to the IPO broker to purchase up to 162,591 shares of the Company at an exercise price of GBP 1.40 (see
Note 17.D.)
17 SHARE-BASED COMPENSATION
A.
In 2013 the Company’s Board of Directors approved a share option plan for the grant of options without consideration, to
employees, service providers, officers and directors of the Company. The options are exercisable into the Company’s
ordinary shares of NIS 0.01 par value. The exercise price and vesting period for each grantee of options is determined by
the Company’s Board of Directors and specified in such grantee’s option agreement. In accordance with Section 102 of the
Israel tax code, the Israeli resident grantees’ options, are held by a trustee. The options are not cashless (they need to be
paid for) and expire upon the expiration date determined by the Board of Directors. The expiration date may be brought
forward, upon the termination of grantee’s employment or services to the Company. Options do not vest after the
termination of employment or services to the Company. Options are not entitled to dividends.
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 45
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
45
The following table summarises the salient details and values regarding the options granted to employees (all amounts are in US
Dollars unless otherwise indicated):
1 Oct
2016
15 Oct
2016
Number of options granted 20,000
200,000
Recipients of the options employee
consultant
Approximate fair value at grant date:
Total benefit 5,894
Per option benefit 0.29
Assumptions used in computing value:
Risk-free interest rate 1.39%
Dividend yield 0.00%
Expected volatility 44%
Expected term (in years) 2
Expensed amount recorded for year ended:
31 December 2016 3,263
31 December 2017 209
Capitalised amount recorded for year ended:
54,392
0.27
1.54%
0.00%
44%
2
29,833
1,641
5 Mar
2017
109,000
employee
102,369
0.94
2.50%
0.00%
46%
10
–
44,105
15 Mar
2017
40,000
employee
24,690
0.62
2.50%
0.00%
46%
10
–
–
31 December 2017 –
–
–
11,295
9 Jul 10 Jul
2017 2017
Number of options granted 210,000 30,000
8 Aug
2017
80,000
6 Sep
2017
30,000
24 Sep
2017
30,000
Recipients of the options employee employee
employee
employee
employee
Approximate fair value at grant date:
Total benefit 335,982 42,637
Per option benefit 1.60 1.42
Assumptions used in computing value:
Risk-free interest rate 2.39% 2.38%
Dividend yield 0.00% 0.00%
Expected volatility 40% 40%
Expected term (in years) 10 10
Expensed amount recorded for year ended:
111,498
1.39
2.29%
0.00%
40%
10
31 December 2017 – –
23,223
Capitalised amount recorded for year ended:
40,957
1.37
2.07%
0.00%
40%
10
–
38,389
1.28
2.26%
0.00%
40%
10
–
31 December 2017 84,360 10,645
–
6,831
5,422
The value of these options at 31 December 2017 which have yet to be recorded as expenses, amount to $538,951.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 46
46
Notes to the Financial Statements continued
For the year ended 31 December 2017
B.
The following table presents a summary of the status of the option grants by the Company as of 31 December, 2017
and 2016:
Year ended 31 December 2017
Balance outstanding at beginning of year
Granted
Exercised
Forfeited
Balance outstanding at end of the year
Balance exercisable at the end of the year
Year ended 31 December 2016
Balance outstanding at beginning of year
Granted
Exercised
Forfeited
Balance outstanding at end of the year
Balance exercisable at the end of the year
Number
2,626,920
529,000
–
–
3,155,920
2,375,420
Number
2,446,920
220,000
–
(40,000)
2,626,920
2,268,420
C.
The following table summarizes information about options outstanding at 31 December 2017:
Weighted
average
Outstanding at remaining
31 December contractual
2017 life (years)
2,406,920 5.7
329,000 9.2
40,000 9.2
210,000 9.5
30,000 9.5
80,000 9.6
30,000 9.7
30,000 9.7
Weighted
average
exercise
price (US$)
0.10
0.20
1.28
1.36
1.84
1.84
1.83
1.89
Excercisable at
31 December
2017
2,320,420
55,000
–
–
–
–
–
–
3,155,920
2,375,420
Excercise
price
$0.10
$0.20
£1.05
£1.05
£1.43
£1.41
£1.40
£1.40
Ethernity Networks
Weighted
average
exercise
price (US$)
0.11
1.27
–
–
0.30
Weighted
average
exercise
price (US$)
0.10
0.20
–
0.10
0.11
Weighted
average
remaining
contractual
life (years)
5.6
9.2
–
–
–
–
–
–
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 47
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
47
The following table summarizes information about options outstanding at 31 December 2016:
Excercise
price
$0.10
$0.20
Weighted
average
Outstanding at remaining
31 December contractual
2016 life (years)
2,406,920 6.7
220,000 9.8
2,626,920
Weighted
average
exercise
price (US$)
0.10
0.20
Excercisable at
31 December
2016
2,268,420
–
2,268,420
Weighted
average
remaining
contractual
life (years)
6.6
–
The fair value of options granted to employees was determined at of the date of each grant. The fair value of the options
granted are expensed in the profit and loss, except for those allocated to capitalised research and development costs.
D.
Options issued to the IPO broker
Upon the IPO consummation (see Note 16.E.) the Company issued five-year options to the IPO broker to purchase up to 162,591
shares of the Company at an exercise price of GBP 1.40. These options were valued at approximately $121,000 with the Black
Scholes option model, using the assumptions of a risk free rate of 1.82% and volatility of 46%. The options may only be
exercised after 28 June 2018. As described in Note 2.U., costs incurred in raising equity finance is applied as a reduction from
those equity sale proceeds and is recorded in Other Components of Equity.
18 REVENUE
US dollars
Year ended
31 December
Sales
Royalties
Total revenue
2017
2016
1,236,335
1,883,095
282,326
278,271
1,518,661
2,161,366
19 RESEARCH AND DEVELOPMENT EXPENSES
US dollars
Year ended
31 December
Employee remuneration, related costs and subcontractors (*)
Maintenance of software and computers
Insurance and other expenses
Amortization
Total research and development expenses
* Including share based compensation of
2017
44,126
24,983
30,605
116,064
215,778
–
2016
106,762
66,005
14,668
34,438
221,873
8,137
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 48
48
Notes to the Financial Statements continued
For the year ended 31 December 2017
20 GENERAL AND ADMINISTRATIVE EXPENSES
US dollars
Year ended
31 December
Employee remuneration and related costs (*)
Professional fees
Rentals and maintenance
Depreciation
Travel expenses
Doubtful debts
Total general and administrative expenses
* Including share based compensation of
21 MARKETING EXPENSES
2017
113,440
251,848
166,087
20,153
3,117
37,258
591,903
44,314
2016
104,475
61,212
140,003
9,633
1,891
–
317,214
3,263
US dollars
Year ended
31 December
Employee remuneration and related costs (*)
Marketing expenses
Travel expenses
Total marketing expenses
* Including share based compensation of
2017
158,429
320,252
77,907
556,588
24,864
2016
143,770
102,054
30,857
276,681
29,833
22 OTHER INCOME
As described in Note 2.K, when the grant is related to an expense item, it is recognised as other income. An amount of
US$203,618 relating to the grant has been included in Other Income for the year ended 31 December 2017.
23 FINANCING COSTS (INCOME
US dollars
Year ended
31 December
Bank fees and interest
Interest and revaluation of embedded derivative on shareholder loans
Interest received
Exchange rate differences
Total financing costs (income)
2017
54,264
31,463
(69,472)
(23,507)
(7,252)
2016
56,159
16,428
–
15,093
87,680
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 49
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
49
24 TAX BENEFIT
A.
The Company is assessed for income tax in Israel - its country of incorporation. The Israeli corporate tax rates for the
relevant years are:
%
2015 26.5
2016 25.0
2017 24.0
2018 23.0
B.
As of 31 December 2017, the Company has carry-forward losses for Israeli income tax purposes of approximately
$5 million. According to the revised management’s estimation of the Company’s future taxable profits, management
continues to consider if possible that future taxable profits would be available against which the tax losses
C.
Deferred taxes
US dollars
Year ended 31 December
Balance at 1 January 2016
Additions
Balance at 31 December 2016
Balance at 31 December 2017
Origination
and reversal
of temporary
differences
195,134
(8,362)
186,772
186,772
Utilisation of
previously
recognised
tax loss
carry-forwards
54,866
558,362
613,228
613,228
Total
Deferred tax
expense
250,000
550,000
800,000
800,000
25 BASIC AND DILUTED EARNINGS PER ORDINARY SHARE
A.
The earnings and the weighted average number of shares used in computing basic earnings per ordinary share, are as
follows:
US dollars
Year ended
31 December
Profit for the year
Less: Profit attributed to preferred shares
Profit for the year attributable to ordinary shareholders
2017
159,471
10,702
148,769
2016
800,821
136,828
663,993
Number of shares
Year ended
31 December
Weighted average number of ordinary shares used in the computation of basic earnings
per ordinary share
2017
2016
25,397,245
18,078,500
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 50
50
Notes to the Financial Statements continued
For the year ended 31 December 2017
B.
The earnings and the weighted average number of shares used in computing diluted earnings per ordinary share, are
as follows:
US dollars
Year ended
31 December
Profit for the year
Less: Profit attributed to preferred shares
Profit for the year attributable to ordinary shareholders
2017
159,471
10,702
148,769
2016
800,821
136,828
663,993
Number of shares
Year ended
31 December
Weighted average number of ordinary shares
Weighted average number of free shares from share options
Weighted average number of ordinary shares used in the computation of diluted
earnings per ordinary share
2017
2016
25,397,245
18,078,500
2,581,852
1,993,610
27,979,097
20,072,110
Financial risk management risk
26 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
A.
The activity of the Company exposes it to a variety of financial risks and market risks. The Company re-assesses the financial risks
in each period and makes appropriate decisions regarding such risks. The risks are managed by Company Management which
identifies, assesses and hedges against the risks.
•
Exposure to changes in exchange rates
The Company is exposed to risks relating to changes in the exchange rate of the NIS and other currencies versus the U.S. dollar
(which constitutes the Company’s functional currency). Most of the revenues of the Company are expected to be denominated in
US dollars, while the substantial majority of its expenses are in shekels (mainly payroll expenses). Therefore a change in the
exchange rates may have an impact on the results of operations of the Company.
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 51
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
51
US dollars
31 December 2017
Assets
Cash and cash equivalents
159,428 403,307
16,626
3,301,745
3,881,106
Other short-term financial assets
– –
–
11,069,472
11,069,472
NIS GBP
Euro
US $
Total
Trade receivables
Other current assets
Liabilities
Trade payables
Other liabilities
Warrants liability, at fair value
Long term borrowings
85,114 –
1,731 –
246,273 403,307
32,606
299,438
348,670
396,245
–
513,965
301,169
14,767,462
15,765,712
212,789 –
911,651 –
– –
7,522 –
1,131,962 -
–
–
–
–
-
12,298
20,120
15,770
–
225,087
931,771
15,770
7,522
48,188
1,180,150
(885,689) 403,307
348,670
14,719,274
14,585,562
US dollars
31 December 2016
NIS GBP
Euro
US $
Total
Assets
Cash and cash equivalents
35,810 226,687
71,876
Other short-term financial assets
58,518 –
–
1,350
–
Trade receivables
Other current assets
Liabilities
Short term borrowings
Trade payables
Other liabilities
Shareholders loans
Warrants liability, at fair value
OCS royalty liability
Long term borrowings
67,083 –
22,180
179,046
6,326 –
–
–
167,737 226,687
94,056
180,396
150,215 –
121,960 –
1,139,275 –
292,463 –
– –
– –
98,848 –
1,802,761 –
–
–
–
–
–
–
–
–
(1,635,024) 226,687
94,056
10,041
–
52,016
235,105
43,309
47,391
–
387,862
(207,466)
335,723
58,518
268,309
6,326
668,876
160,256
121,960
1,191,291
527,568
43,309
47,391
98,848
2,190,623
(1,521,747)
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 52
52
Notes to the Financial Statements continued
For the year ended 31 December 2017
•
Sensitivity to changes in exchange rates of the NIS and other currencies to the US dollar
US dollars
Sensitivity to changes in exchange rates
of the non US dollar currencies to the US dollar
Effect on profit Effect on profit
(loss)/equity (before tax) (loss)/equity (before tax)
from the changes caused from the changes caused
by the market factor Book value by the market factor
Increase at the rate of 31 December Decrease at the rate of
10%
10% 5%
2017
5%
Cash and cash equivalents
Trade receivables
Other current assets
Trade payables
Other liabilities
Long term borrowings
Total
(57,936) (28,968)
(11,772) (5,886)
(30,117) (15,058)
21,279 10,639
91,165 45,583
752 376
579,361
117,720
301,169
(212,789)
(911,651)
(7,522)
28,968
5,886
15,058
(10,639)
(45,583)
(376)
57,936
11,772
30,117
(21,279)
(91,165)
(752)
13,371 6,686
(133,712)
(6,686) (13,371)
US dollars
Sensitivity to changes in exchange rates
of the non US dollar currencies to the US dollar
Effect on profit Effect on profit
(loss)/equity (before tax) (loss)/equity (before tax)
from the changes caused from the changes caused
by the market factor Book value by the market factor
Increase at the rate of 31 December Decrease at the rate of
10%
10% 5%
2016
5%
Cash and cash equivalents
(33,437) (16,719)
334,373
(5,852) (2,926)
(8,926) (4,463)
(633) (316)
15,022 7,511
12,196 6,098
58,518
89,263
6,326
(150,215)
(121,960)
113,928 56,964
(1,139,275)
29,246 14,623
9,885 4,942
(292,463)
(98,848)
16,719
2,926
4,463
316
(7,511)
(6,098)
(56,964)
(14,623)
(4,942)
33,437
5,852
8,926
633
(15,022)
(12,196)
(113,928)
(29,246)
(9,885)
131,429 65,714
(1,314,281)
(65,714) (131,429)
Other short-term financial assets
Trade receivables
Other current assets
Borrowings
Trade payables
Other liabilities
Shareholders loans
Long term borrowings
Total
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 53
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
53
•
Credit risk
All of the cash and cash equivalents and other short-term financial assets as of 31 December 2017 are deposited with one of the
major banks in Israel.
Trade receivables as of 31 December 2017 are from customers in Israel, the U.S., Asia and countries of the European Union,
including a few major customers. The Company performs ongoing reviews of the credit granted to customers and the possibility
of loss therefrom and includes an adequate allowance for specific accounts whose collection is doubtful.
•
Liquidity risk
The Company financed its activities from its operations, Shareholders’ loans and short and long-term borrowings from the bank.
Subsequent to the IPO in June 2017, the Company has large cash resources to finance and expand its operations.
B.
Fair value of financial instruments
General
The financial instruments of the Company include mainly trade receivables and debit balances, credit from banking
institutions and others, trade payables and credit balances, OCS liability, warrant liability at fair value and balances from
transactions with shareholders.
The principal methods and assumptions used in calculating the estimated fair value of the financial instruments are as
follows:
Financial instruments included in current asset items
These instruments (trade receivables and debit balances) are of a current nature and, therefore, the balances as of 31
December, 2017 and 2016 approximate fair value.
Financial instruments included in current liability items
These instruments (credit from banking institutions and others, trade payables and credit balances, suppliers and service
providers and balances from transactions with shareholders) - in view of the current nature of such instruments, the
balances as of 31 December, 2017 and 2016 approximate fair value.
C.
Capital management
The objectives of the Company’s policy are to maintain its ability to continue operating as a going concern with a goal of
providing the shareholders with a return on their investment and to maintain a beneficial equity structure with a goal of
reducing the costs of capital. The Company may take different steps toward the goal of preserving or adapting its equity
structure, including a return of equity to the shareholders and/or the issuance of new shares for purposes of paying debts
and for purposes of continuing the research and development activity conducted by the Company. For the purpose of the
Company’s capital management, capital includes the issued capital, preference shares, share premium and all other equity
reserves attributable to the equity holders of the Company.
27 SEGMENT REPORTING
The Company has implemented the principles of IFRS 8, in respect of reporting segmented activities. In terms of IFRS 8, the
management has determined that the Company has a single area of business, being the development and delivery of high
end network processing technology.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 54
54
Notes to the Financial Statements continued
For the year ended 31 December 2017
The Company’s revenues from customers are divided into the following geographical areas:
US dollars
Year ended
31 December
Asia
Europe
Israel
United States
2017
66,439
580,772
397,464
473,987
2016
423,015
404,218
1,124,133
210,000
1,518,662
2,161,366
%
Year ended
31 December
Asia
Europe
Israel
United States
2017
4.4%
38.2%
26.2%
31.2%
2016
19.6%
18.7%
52.0%
9.7%
100.0%
100.0%
Revenue from customers in the company’s domicile, Israel, as well as its major market, the Unites States, Asia and Europe, have
been identified on the basis of the customer’s geographical locations.
The Company’s revenues from major customers as a percentage of total revenue was:
%
Year ended
31 December
2017
22%
19%
12%
10%
9%
100.0%
72%
2016
44%
0%
0%
0%
19%
100.0%
63%
Customer A
Customer B
Customer C
Customer D
Customer E
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 55
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
55
28 RELATED PARTIES
A.
Founders
In accordance with the employment agreements of the two founders of the Company, Mr. David Levi and Mr. Baruch
Shavit, both are entitled to an annual bonus of 5% of the Company’s revenue for the years 2012-2015, if the Company
has positive cash flow from operations. This is in addition to their salaries and share based compensation.
The two founders of the Company were together entitled to 20% of the dividend preference payable to preferred
shareholders, as described in Note 16.D above.
In April 2017, the employment agreement of the two founders of the Company was amended, in terms of which each of
them is entitled to a performance bonus of 5% of the Company’s annual profit before tax. For each year. the bonus shall
be capped at $250,000 each.
B.
Chief Financial Officer
In March 2017 the Company appointed Mark Reichenberg as CFO of the Company at 35% of a full time basis, at a
monthly cost to the Company of approximately $4,750. Upon admission to AIM, his time commitment and salary doubled.
Either side may terminate the employment upon 30 days’ notice. Mr. Reichenberg also received 109,000 ESOP options,
vesting over four years, exercisable at $0.20 per option and with an expiration date in March 2027. Mr. Reichenberg was
appointed as a director on 29 June 2017.
C.
Directors’ remuneration for the year ended 31 December 2017
US dollars
Name
Salary and
Position benefits
Annual
bonus
Share based
compensation
Graham Woolfman (1)(3)
Non Executive Chairman 20,109
David Levi
Chief Executive Officer 224,840
Mark Reichenberg (1)
Chief Financial Officer 80,879
Shavit Baruch
Neil Rafferty (1) (3)
VP Research & Development 224,843
Non Executive Director 16,088
Chen Saft-Feiglin (2) (3)
Non Executive Director 2,597
Zohar Yinon (2) (3)
Non Executive Director 2,820
–
8,860
–
8,860
–
–
–
–
–
44,105
–
–
–
–
Total
20,109
233,700
124,984
233,703
16,088
2,597
2,820
572,176
17,720
44,105 634,001
(1) Appointed 29 June 2017.
(2) Appointed 15 November 2017.
(3)
Independent director.
Annual Report and Financial Statements for the year ended 31 December 2017
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 56
56
Notes to the Financial Statements continued
For the year ended 31 December 2017
Shares Options
Direct Beneficial Total
Name holdings holdings shares held
Unexercised
vested options
Unvested
options
Graham Woolfman – 10,715 10,715
David Levi 6,767,900 – 6,767,900
Shavit Baruch 4,500,000 – 4,500,000
Mark Reichenberg (1) – – –
Neil Rafferty 7,143 – 7,143
Chen Saft-Feiglin – – –
Zohar Yinon – – –
–
60,710
60,710
–
–
–
–
–
–
–
109,000
–
–
–
Total
options
–
60,710
60,710
109,000
–
–
–
11,275,043 10,715 11,285,758
121,420
109,000
230,420
(1) 27,250 of the unvested options vested on 5 March 2018
Ethernity Networks
250536 Ethernity Networks 26pp-53pp.qxp 26/06/2018 14:14 Page 57
Perivan Financial Print 250536
Annual Report & Financial Statements
For the Year Ended 31 December 2017
Registered Office:
13A Hamelacha Street
Lod Industrial Park
7152025
Israel
250536 Ethernity Networks 00Cover .indd 1-2
27/06/2018 09:05