Silicom .(SILC) - 2024 Q4 - Annual Report

PART I Key Information The company faces significant risks in business, operations, and stock, including dependency on 'Design Wins' and market shifts Risk Factors The company faces substantial business, operational, geopolitical, and financial risks impacting its performance and stock - Business growth is heavily reliant on securing 'Design Wins' with no guarantee of conversion to revenue, and faces risks from the rapid evolution of Cloud and Edge markets[37][39][43] - Operational challenges include long sales cycles and short order lead times, alongside dependency on single-source suppliers like Intel, posing supply chain risks[48][63][105] - A small number of customers account for a significant portion of revenues; in 2024, the top three ultimate customers represented 34% of total revenues[119][121] - Operations are exposed to geopolitical and military hostilities in Israel, and the potential loss of 'Preferred Technological Enterprise' tax benefits would increase taxes[65][69][81] - The company was the target of a cyberattack from Iran in November 2024, though it believes no damage was caused[150] - The company's stock faces delisting risk from NASDAQ if the minimum bid price is not met and a substantial risk of being classified as a Passive Foreign Investment Company (PFIC)[94][96][98] Information on the Company The company provides high-performance networking solutions through a 'Design Win' model with outsourced manufacturing and key supplier dependencies History and Development of the Company Founded in 1987, the company is listed on NASDAQ (SILC) and has grown through key acquisitions and internal investment - The company was incorporated in Israel in 1987 and its shares are listed on the NASDAQ Global Select Market under the ticker 'SILC'[153][154] - Key acquisitions include Fiberblaze A/S in December 2014 and assets of ADI Engineering, Inc in September 2015 to expand its product offerings[154][155] Capital Expenditures (in thousands USD) | Year | Total Capex | Machinery & Equipment | Office Furniture & Equipment/Leasehold Improvements | | :--- | :--- | :--- | :--- | | 2024 | $1,395 | $1,379 | $16 | | 2023 | $1,276 | $1,162 | $114 | | 2022 | $2,120 | $1,993 | $127 | Business Overview The company provides networking and data solutions for Cloud and Edge environments, with a focus on a long-term 'Design Win' model - Silicom's core business is providing high-performance networking and data infrastructure solutions to improve efficiency in Cloud, Data Center, and Edge environments[159][160] - Product categories include Server Adapters, Smart Cards for task offloading, and Smart Platforms for Edge deployments like SD-WAN and SASE[162][163][168] Geographic Sales Distribution | Region | 2024 Sales % | 2023 Sales % | 2022 Sales % | | :--- | :--- | :--- | :--- | | North America | 76% | 85% | 72% | | Europe | 16% | 13% | 23% | | Asia-Pacific | 8% | 2% | 5% | - The company's marketing strategy is centered on the 'Design Win Model', a lengthy evaluation process aimed at securing long-term purchasing commitments[179][180] - Key competitors include Nvidia, Intel, and Broadcom for Server Adapters and a more fragmented market for its Smart Card and Smart Platform products[195][196][197] Organizational Structure and Property The company operates through two wholly-owned subsidiaries in the US and Denmark and leases all its global facilities - The company has two wholly-owned subsidiaries: Silicom Connectivity Solutions, Inc (USA) and Silicom Denmark (Fiberblaze A/S) (Denmark)[208] - Silicom does not own real property and leases all its facilities, with key offices and manufacturing sites in Israel, Denmark, and the USA[207][209][211][213] Operating and Financial Review and Prospects The company experienced a significant sales decline and net loss in 2024 due to customer inventory destocking but maintains strong liquidity Operating Results Sales plummeted 53.2% in 2024 due to customer inventory depletion, leading to a net loss, though gross margin improved Key Financial Performance (in thousands USD) | Metric | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Sales | $58,114 | $124,131 | $150,582 | | Gross Profit | $16,598 | $28,689 | $51,956 | | Gross Margin % | 28.6% | 23.1% | 34.5% | | Operating Income (Loss) | ($13,278) | ($28,674) | $19,926 | | Net Income (Loss) | ($13,708) | ($26,413) | $18,306 | - Sales in 2024 decreased by 53.2% YoY, primarily due to the negative impact of excess inventories held by customers[223] - The 2023 net loss of $26.4 million was heavily impacted by a $25.6 million goodwill impairment and a $5.3 million intangible asset impairment[241][227] - Gross margin improved in 2024 to 28.6% from 23.1% in 2023, mainly due to a different product mix and the absence of prior year one-time impairments[225] - Research and development expenses decreased by 5.5% in 2024 to $19.5 million, mainly due to a reduction in the number of employees[228] Liquidity and Capital Resources The company maintains a strong liquidity position with sufficient cash to fund operations, bolstered by positive operating cash flow in 2024 Key Liquidity and Balance Sheet Items (as of Dec 31, in thousands USD) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Working Capital | $114,698 | $122,251 | | Cash and cash equivalents | $51,283 | $46,972 | | Inventories | $41,060 | $51,507 | | Trade Receivables | $11,748 | $25,004 | - Cash provided by operating activities was $18.3 million in 2024, a significant turnaround from cash used of $31.9 million in 2023[249] - The company believes its cash and cash equivalents are sufficient to fund its operating needs for at least the next twelve months[250] Research and Development, Patents and Licenses The company continues to invest in R&D, holds several key patents, and no longer has royalty obligations from past government grants R&D Expenses (in thousands USD) | Year | R&D Expense | % of Sales | | :--- | :--- | :--- | | 2024 | $19,508 | 33.57% | | 2023 | $20,638 | 16.63% | | 2022 | $20,563 | 13.66% | - The decrease in 2024 R&D expenses was mainly due to a reduction in employee headcount and favorable currency exchange impacts[267] - The company holds patents for its 'Server-Based Network Appliance' and 'Hybrid Networking Application Switch'[257][262] - All government grant programs from the Israel Innovation Authority (IIA) have been closed, and the company does not expect to pay any further royalties[264] Trend Information Industry shifts to the Cloud drive demand for Smart Cards and Edge devices but reduce demand for traditional Server Adapters - Positive trends like the shift to the Cloud and disaggregation are increasing demand for the company's Smart Cards and CPE/Edge devices[269][274] - The same trends are causing a gradual decrease in demand for traditional Server Adapters as customers move toward standard hardware[272] - Near-term headwinds include customers depleting large inventories and high interest rates delaying new infrastructure projects[276] - In February 2024, the company launched a 6-year strategic plan to focus on core product lines and diversify its customer base[277] Directors, Senior Management and Employees This section details the company's leadership, compensation, board practices, and a recent reduction in its workforce Directors and Senior Management The company is led by an experienced management team, including the Active Chairman, CEO, and CFO - Key leadership includes Avi Eizenman (co-founder and Active Chairman), Shaike Orbach (Executive Vice Chairman), Liron Eizenman (President and CEO), and Eran Gilad (CFO)[284][287][288][294][295] Compensation Executive compensation combines salary, benefits, and equity, with significant new option grants issued in 2024 2024 Compensation for Top 5 Paid Office Holders (USD) | Name | Position | Salary and Benefits | Equity-based Compensation | | :--- | :--- | :--- | :--- | | Avi Eizenman | Active Chairman | $499,674 | $624,708 | | Liron Eizenman | President and CEO | $318,743 | $896,433 | | Eran Gilad | CFO and Company Secretary | $243,670 | $104,490 | | David Castiel | VP Engineering | $218,508 | $104,490 | | David Hendel | VP R&D | $203,115 | $104,490 | - The aggregate direct remuneration for all directors and office holders in 2024 was $2.847 million[304] - The company's Global Share Incentive Plan (2013) was extended in October 2023 for another ten years[307] - In March 2024, the company granted 410,714 options at an exercise price of $16.42, following the expiration of numerous out-of-the-money options[309][310][311][313][314] Board Practices The board has a staggered structure, follows NASDAQ independence rules, and operates with an approved executive compensation policy - The Board of Directors is staggered, with directors divided into three classes, each elected for a three-year term[323] - The company opted out of Israeli 'external director' rules and instead complies with NASDAQ requirements for independent directors and committee composition[341] - The Audit Committee is chaired by Ilan Erez and is responsible for financial oversight and approving related-party transactions[343][348] - The company has an Executive Compensation Policy, last approved by the board in June 2022, which includes a clawback provision[321][360][364] Employees The company's workforce has been significantly reduced over the past three years, with the majority of employees based in Israel Employee Headcount by Year (as of Dec 31) | Category | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Total Employees | 229 | 246 | 306 | | Marketing, Sales, Customer Services | 21 | 25 | 27 | | Research & Development | 118 | 125 | 134 | | Manufacturing | 76 | 80 | 127 | | Corporate Operations and Administration | 14 | 16 | 18 | - As of March 31, 2025, the company had 230 employees, with the majority based in Israel, 30 in the U.S., and 35 in Denmark[376] - The company considers its employee relations to be excellent and has never experienced a labor dispute[376] Share Ownership Directors and office holders as a group beneficially own 5.07% of outstanding shares, with the Chairman holding the largest stake Share Ownership of Directors and Office Holders (as of March 31, 2025) | Name / Group | Number of Shares and Options Owned | Percent of Outstanding Shares | | :--- | :--- | :--- | | Avi Eizenman | 277,418 | 4.79% | | All directors and office holders as a group | 293,318 | 5.07% | Major Shareholders and Related Party Transactions Major institutional shareholders hold significant stakes, and related party transactions primarily involve executive compensation agreements Major Shareholders (>5%) as of March 31, 2025 | Shareholder | Percentage of Outstanding Shares | | :--- | :--- | | Systematic Financial Management, LP | 8.96% | | First Wilshire Securities Management, Inc. | 6.86% | | Forsakringsatiebolaget Avanza Pension | 5.86% | - Related party transactions focus on compensation for key executives, including salary, bonus, and severance agreements[388] - In March 2024, the Board approved new option grants to the CEO and Chairman to replace prior expired grants, with the CEO's grant approved via board 'override'[390][391] - A framework was approved in June 2024 to grant RSUs to the Executive Vice Chairman for his ongoing sales support[392] Financial Information The company is not party to any material litigation, has suspended its dividend policy, and reports no significant post-balance sheet events - The company is not currently a party to any material litigation[396] - The company's dividend policy was suspended on March 15, 2018, and remains suspended until further notice[397] - No significant changes have occurred since the date of the annual financial statements included in the report[398] The Offer and Listing The company's shares trade exclusively on the NASDAQ Global Select Market (SILC) and have shown significant price volatility - The company's ordinary shares are traded on the NASDAQ Global Select Market under the symbol 'SILC' and were delisted from the TASE in 2016[400][401] Annual Share Price Range (USD) | Year | Low | High | | :--- | :--- | :--- | | 2024 | $11.35 | $19.04 | | 2023 | $13.75 | $50.00 | | 2022 | $31.30 | $51.66 | | 2021 | $36.02 | $59.27 | | 2020 | $20.93 | $42.55 | Additional Information This section details the company's corporate governance, Israeli tax considerations, and the risk of PFIC classification for U.S. shareholders - The company operates under its Articles of Association and the Israeli Companies Law, which governs its corporate structure[404][411] - As a foreign private issuer, Silicom's corporate governance practices differ from NASDAQ standards for U.S. companies in several key areas[444][445] - The company benefits from reduced Israeli corporate tax rates under the 'Preferred Technological Enterprise' status, with rates as low as 7.5%[452][464][467] - For non-Israeli shareholders, dividends are generally subject to a 25% withholding tax, which may be reduced by an applicable tax treaty[494][495] - There is a risk the company could be classified as a Passive Foreign Investment Company (PFIC) for U.S. tax purposes, leading to unfavorable tax treatment for U.S. shareholders[498][499] Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks are foreign currency exchange fluctuations and credit risk from its investment portfolio and customer concentration - The company's investment portfolio of $27.7 million as of Dec 31, 2024, consists of fixed-rate corporate and government debt securities[527] - Primary market risk is foreign currency fluctuation (USD revenues vs. NIS and DKK expenses), for which the company does not engage in hedging[530][536] - A hypothetical 10% weakening of the U.S. dollar in 2024 would have increased operating expenses by approximately $2.3 million[535] - Credit risk exists from the investment portfolio and customer concentration, with the top three customers accounting for 34% of 2024 revenues[538][539] PART II Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of year-end 2024 - Based on an evaluation as of the end of the fiscal year, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[545] - Management assessed internal control over financial reporting using the COSO framework (2013) and concluded that it was effective as of December 31, 2024[547] - The company's registered public accounting firm provided an attestation report on management's assessment of internal control over financial reporting[548] Corporate Governance and Other Matters This section covers audit committee expertise, accountant fees, share repurchases, and cybersecurity risk management governance - The board of directors has determined that two members of the audit committee qualify as audit committee financial experts[553] Principal Accountant Fees (USD) | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit Fees | $120,000 | $120,000 | | Audit-Related Fees | $7,630 | - | | Tax Fees | $36,000 | $22,454 | | Total | $163,630 | $142,454 | - The company has an active share repurchase plan, with approximately $10.6 million remaining available for repurchase as of December 31, 2024[559] - The company has adopted an insider trading policy that prohibits insider trading and establishes blackout periods and pre-clearance procedures[564][565] - The Board of Directors oversees cybersecurity risk and states that a November 2024 cyberattack has not materially affected the business[571][572] PART III Financial Statements This section contains the audited consolidated financial statements, which received an unqualified opinion from the independent auditor Consolidated Balance Sheet Highlights (in thousands USD) | Account | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Assets | $150,409 | $167,734 | | Cash and cash equivalents | $51,283 | $46,972 | | Marketable securities (Current & LT) | $27,699 | $24,576 | | Inventories | $41,060 | $51,507 | | Total Liabilities | $22,570 | $19,472 | | Total Shareholders' Equity | $127,839 | $148,262 | Consolidated Statement of Operations Highlights (in thousands USD) | Account | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Sales | $58,114 | $124,131 | $150,582 | | Gross Profit | $16,598 | $28,689 | $51,956 | | Operating Loss | ($13,278) | ($28,674) | $19,926 (Income) | | Impairment of goodwill | $0 | $25,561 | $0 | | Net Loss | ($13,708) | ($26,413) | $18,306 (Income) | | Diluted EPS (USD) | ($2.277) | ($3.942) | $2.694 | Consolidated Statement of Cash Flows Highlights (in thousands USD) | Account | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | $18,288 | ($31,925) | ($4,090) | | Net cash from investing activities | ($4,280) | ($7,517) | $8,273 | | Net cash from financing activities | ($9,881) | ($7,973) | ($1,051) | - The independent auditor, Kesselman & Kesselman (PwC Israel), issued an unqualified opinion on the financial statements and internal controls[588][596][597] - In 2023, the company recorded a full goodwill impairment of $25.6 million and an intangible asset impairment of $5.3 million[607][637][638] - The company repurchased $9.9 million of its own shares in 2024 and $9.3 million in 2023 under its share buyback program[605]