Ceragon Networks(CRNT) - 2020 Q4 - Annual Report

PART I Key Information This section summarizes historical financial data and outlines key business risks, including pandemic impact and 5G transition challenges Selected Consolidated Financial Data Selected consolidated financial data for 2016-2020 shows declining revenues, a shift to net losses, and decreased assets and equity Selected Consolidated Statement of Operations Data (In millions of dollars) | Indicator | 2018 | 2019 | 2020 | | :--- | :--- | :--- | :--- | | Revenues | $343.87M | $285.58M | $262.88M | | Gross profit | $116.17M | $96.84M | $75.65M | | Operating income (loss) | $26.14M | $7.30M | $(7.57M) | | Net income (loss) | $23.05M | $(2.34M) | $(17.09M) | | Diluted net earnings (loss) per share | $0.28 | $(0.03) | $(0.21) | Selected Consolidated Balance Sheet Data (In millions of dollars) | Indicator | 2018 | 2019 | 2020 | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $36.60M | $23.96M | $27.12M | | Working capital | $114.99M | $111.27M | $99.45M | | Total assets | $283.00M | $289.89M | $272.42M | | Shareholders' equity | $159.57M | $160.42M | $146.13M | Risk Factors The company identifies various material risks, including COVID-19 impact, 5G transition uncertainty, customer concentration, and geopolitical instability - The COVID-19 pandemic poses significant risks, including disruptions to production, supply chain, sales activities, and employee health, which could lead to monetary penalties and damage to the company's reputation[31][33][35] - The company's business is highly concentrated, with one customer group in India accounting for 19.7% of total revenues in 2020. A reduction in orders from this region has adversely affected results[46][47] - Delays in the market transition from 4G to 5G technologies could adversely affect future revenues, as the company's growth strategy and product development are heavily focused on 5G[44][45] - The company faces intense competition from larger 'generalists' like Huawei, Ericsson, and Nokia, as well as other wireless hauling specialists. These competitors may have greater resources, brand recognition, and the ability to offer bundled solutions and more attractive pricing[66][67][69] - A majority of sales (69% in 2020) are in emerging markets (Latin America, India, Asia Pacific, Africa), exposing the company to political, economic, and regulatory risks, including currency fluctuations and trade restrictions[113][114] - There is a risk that the company may be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. shareholders[177][178] - The company's headquarters and significant R&D facilities are in Israel, making it susceptible to political, economic, and military instability in the Middle East[191] Information on the Company This section details Ceragon's business as a wireless hauling specialist, covering its history, 4G/5G solutions, key technologies, products, and operations History and Development of the Company Ceragon Networks Ltd. was incorporated in Israel in 1996, with principal executive offices in Tel Aviv and a U.S. subsidiary - The company was incorporated in Israel in 1996 as Giganet Ltd. and changed its name to Ceragon Networks Ltd. in 2000[223] Business Overview Ceragon is a leading wireless hauling specialist providing high-capacity 4G/5G solutions, leveraging proprietary technology and competing on performance and cost-effectiveness - Ceragon is the leading wireless hauling specialist, providing solutions for cellular operators and vertical markets like public safety, utilities, and oil and gas[226][232] - The company focuses on the "best-of-breed" market segment, where operators select the best wireless hauling solution, as opposed to "bundled-deals" from large network providers[239][240] - Key innovations include the multicore™ technology, now in its fourth generation, and the introduction of a "disaggregated wireless hauling" architecture in 2019 to support 5G deployments[242][243] Product Platforms | Platform | Description | | :--- | :--- | | IP-20 Platform | Provides a wide range of solutions for any configuration (all-outdoor, split-mount, all-indoor) and diverse networking scenarios, supporting Carrier Ethernet services | | IP-50 Platform | Offers disaggregated wireless hauling with a single radio type for all scenarios, supporting IP/MPLS and segment routing | | IP-100 Platform | A future platform based on a new 8-core (Octa-core) chipset, expected to offer industry-leading performance and capacity for 5G use cases | Revenue by Sales Channel (2020) | Channel | Percentage of Revenue | | :--- | :--- | | Direct Sales | ~75% | | System Integrators, Distributors, Resellers | ~18% | | OEMs | ~7% | - The company outsources most of its manufacturing to contractors in Israel, Singapore, and Ukraine, following a just-in-time strategy to increase capacity and reduce costs[320][322] - Primary competitors include large 'generalists' like Huawei, Ericsson, NEC, and Nokia, as well as smaller specialists like Aviat Networks and SIAE Microelectronica[334] - The company has received grants from the Israel Innovation Authority (IIA), which require compliance with the R&D Law, including restrictions on transferring know-how and manufacturing outside of Israel[339][341][342] Organizational Structure Ceragon Networks Ltd. is an Israeli company with wholly-owned subsidiaries in the United States and India Significant Subsidiaries | Company | Place of Incorporation | Ownership Interest | | :--- | :--- | :--- | | Ceragon Networks, Inc. | New Jersey | 100% | | Ceragon Networks (India) Private Limited | India | 100% | Property, Plants and Equipment The company is relocating its Israeli headquarters to a new leased facility in Rosh Ha'Ain and maintains other leased properties globally - The company is relocating its Israeli headquarters to a new 66,600 sq. ft. office space in Rosh Ha'Ain under a lease expiring in 2031[354] - Key international leased properties include facilities in New Jersey and Texas (USA), New Delhi (India), and Bucharest (Romania)[355][356] Operating and Financial Review and Prospects This section analyzes the company's financial condition and operations, detailing a 7.9% revenue decrease, gross margin decline, increased net loss, and liquidity position Operating Results In 2020, revenues decreased by 7.9%, gross profit margin fell to 28.8%, and the company reported a net loss of $17.1 million Year-over-Year Financial Performance (2020 vs. 2019) | Metric | 2019 | 2020 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $285.6M | $262.9M | $(22.7M) | (7.9%) | | Gross Profit | $96.8M | $75.6M | $(21.2M) | (21.9%) | | Gross Margin | 33.9% | 28.8% | (5.1 p.p.) | - | | Operating Income (Loss) | $7.3M | $(7.6M) | $(14.9M) | - | | Net Loss | $(2.3M) | $(17.1M) | $(14.8M) | - | - The decrease in 2020 revenue was primarily driven by a significant drop in Latin America ($71.4M to $46.7M) and a decline in the APAC region ($53.9M to $47.7M)[405] - Selling and marketing expenses decreased by 16.5% to $33.0 million in 2020, mainly due to reduced travel and event costs during the COVID-19 pandemic[413] - Research and development expenses increased by 15.7% to $31.0 million in 2020, driven by higher salaries, subcontractor costs, and write-offs of intangibles[411] Liquidity and Capital Resources The company's liquidity is financed by cash from operations and credit facilities, with $27.1 million in cash and $17.2 million generated from operations in 2020 - As of December 31, 2020, the company had $27.1 million in cash and cash equivalents[430] - In June 2020, the company amended its revolving Credit Facility, extending it to June 30, 2021. The facility provides for $50 million in loans and $70 million in bank guarantees. As of year-end 2020, $5 million of the loan facility was utilized[424][425] Cash Flow Summary (In millions) | Cash Flow | 2019 | 2020 | | :--- | :--- | :--- | | From Operating Activities | $(12.9) | $17.2 | | Used in Investing Activities | $(13.9) | $(6.5) | | Provided by (Used in) Financing Activities | $15.2 | $(7.4) | - The company believes its current working capital and available credit will be sufficient to meet requirements for at least the next 12 months[440] Tabular Disclosure of Contractual Obligations The company's contractual obligations total $36.7 million, with the majority ($24.2 million) due within one year, primarily from purchase obligations Contractual Obligations (in millions of dollars) | Contractual Obligations | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating lease obligations | $7.85M | $3.29M | $3.35M | $0.63M | $0.59M | | Purchase obligations | $20.75M | $20.75M | - | - | - | | Other long-term commitment | $5.73M | $0.19M | $0.32M | $0.30M | $4.92M | | Uncertain income tax positions | $2.42M | - | - | - | $2.42M | | Total | $36.75M | $24.23M | $3.67M | $0.93M | $7.93M | Directors, Senior Management and Employees This section details the company's leadership, compensation, board structure, and employee information, including share ownership and stock option plans Compensation Aggregate compensation for directors and senior management in 2020 was $3.6 million, governed by a performance-based policy approved in July 2020 - Aggregate compensation paid or accrued for all directors and senior management in 2020 was approximately $3.6 million in salary, fees, and bonuses, plus $0.6 million in pension/retirement benefits[481] Compensation of 5 Most Highly Compensated Office Holders for 2020 (Cost to Company) | Name | Position | Salary Costs | Performance Bonus Costs | Equity Costs | | :--- | :--- | :--- | :--- | :--- | | Ira Palti | CEO | $410,503 | $0 | $273,963 | | Amit Ancikovsky | Regional President | $320,051 | $114,329 | $100,744 | | Adrian Hipkiss | Regional President | $313,144 | $99,389 | $25,722 | | Erez Schwartz | EVP Products | $301,138 | $0 | $24,706 | | Muki Bourla | EVP Global Delivery | $243,679 | $53,500 | $28,396 | - The company's Compensation Policy was last revised and approved by shareholders on July 20, 2020, and must be re-approved at least every three years[499] Board Practices The Board of Directors, comprising seven members, operates under Israeli law with four independent directors and established audit, compensation, and nomination committees - As a foreign private issuer, the company follows certain home country (Israeli) corporate governance practices in lieu of Nasdaq rules, particularly regarding compensation committee charters and shareholder approval for equity plans[500][757][758] - The Board has four key committees: Financial Audit, Corporate Audit, Compensation, and Nomination. The members and roles of each committee are defined in compliance with both Israeli law and Nasdaq/SEC rules[504][523][525][530][536] - The company has opted out of the Israeli requirement to appoint external directors, instead complying with Nasdaq independence rules applicable to U.S. domestic issuers[513][515] - The company maintains a directors' and officers' liability insurance policy with coverage up to $45 million[575] Employees As of December 31, 2020, Ceragon had 1,019 employees globally, with the majority in sales and marketing, and a significant number in R&D Employees by Function (as of Dec 31, 2020) | Function | Number of Employees | | :--- | :--- | | Research, Development & Engineering | 247 | | Sales & Marketing (incl. services) | 630 | | Management & Administration | 36 | | Operations | 106 | | Total | 1,019 | Employees by Geography (as of Dec 31, 2020) | Region | Number of Employees | | :--- | :--- | | Israel | 305 | | EMEA (excl. Israel) | 229 | | Latin America | 189 | | Asia Pacific | 78 | | United States | 37 | Share Ownership This section details beneficial share ownership by directors and management, and describes the Amended and Restated Share Option and RSU Plan Beneficial Share Ownership (as of Feb 28, 2021) | Name | Position | Number of Ordinary Shares Beneficially Owned | Percentage of Outstanding | | :--- | :--- | :--- | :--- | | Zohar Zisapel | Chairman | 7,117,174 | 8.51% | | Ira Palti | CEO & Director | 768,752 | 0.91% | | All directors & senior management (19 people) | - | 8,282,405 | 9.77% | - The company's Amended and Restated Share Option and RSU Plan is administered by the Compensation Committee. As of Dec 31, 2020, 6,548,715 options and RSUs were outstanding, with 1,133,883 shares remaining available for future grants[595][596][598][991] Major Shareholders and Related Party Transactions This section identifies major shareholders and details related party transactions, including those with the RAD-BYNET Group and an investment write-off Major Shareholders (as of Feb 28, 2021) | Name | Number of Ordinary Shares Beneficially Owned | Percentage of Outstanding | | :--- | :--- | :--- | | Joseph D. Samberg | 8,100,065 | 9.72% | | Zohar Zisapel | 7,117,174 | 8.54% | - The company engages in transactions with the RAD-BYNET Group, a group of independent companies where Chairman Zohar Zisapel has affiliations. These transactions, conducted at arm's length, include shared expenses and equipment purchases, amounting to approximately $1.8 million in 2020[608][610] - The company had a related party relationship with Orocom in Peru due to board representation and other rights. Following the return of bank guarantees, this relationship was reduced but Orocom is still considered a related party[615] - The company's investment in Compass Networks LTD was fully written-off as of December 31, 2020, due to equity losses and the assessment that no future economic benefits are expected from the asset[616] Financial Information This section confirms financial statements, notes high export sales, details a pending class action lawsuit, and states no future cash dividends are planned - Export sales accounted for $261.8 million, or 99.6% of total revenues in 2020[625] - The company is a defendant in a purported class action lawsuit filed in 2015 in Israel, seeking damages up to $75 million. The company believes it has a strong defense and that the court should deny the motion[626][637] - The company has never declared or paid a cash dividend on its ordinary shares and does not intend to in the foreseeable future[639] Additional Information This section provides supplementary details on the company's corporate structure, legal framework, and tax environment, including Israeli and U.S. tax considerations Memorandum and Articles of Association The company's Articles of Association, governed by Israeli law, outline provisions for shareholder meetings, voting rights, dividends, and merger procedures - The quorum for a shareholder meeting is the presence of at least two shareholders holding 25% or more of the company's voting power[651] - Dividends may be distributed out of profits as determined by the Board of Directors, provided there is no concern about the company's ability to meet its obligations[658][659] - Israeli law requires a tender offer to be made if an acquisition results in a purchaser holding 25% or more of the voting rights (if no prior control block exists) or 45% or more under certain conditions[662] Taxation This section details the company's tax environment, including Israeli corporate tax rates, potential benefits from investment laws, and the risk of PFIC classification for U.S. shareholders - The standard corporate tax rate in Israel was 23% in 2020. The company has 'Approved Enterprise' programs that could provide tax exemptions or reduced rates, but the benefit periods for its main programs have not yet commenced and are subject to time limitations[672][675][676] - The company believes it qualifies as an 'industrial company' under Israeli law, entitling it to benefits like accelerated depreciation and deduction of certain expenses[689] - For U.S. federal income tax purposes, the company could be classified as a Passive Foreign Investment Company (PFIC) if 75% of its gross income is passive or 50% of its assets produce passive income. While the company does not believe it was a PFIC in 2020, this status is determined annually and could have adverse tax consequences for U.S. holders[716][717] - Dividends paid to U.S. holders may be considered 'qualified dividend income' taxed at lower long-term capital gains rates, provided certain holding period requirements are met and the company is not a PFIC[708] Quantitative and Qualitative Disclosures about Market Risk The company faces market risk from foreign currency fluctuations, mitigated by hedging instruments, with a 10% USD strengthening impacting net monetary assets by $2.2 million - The company's primary market risk is foreign currency exposure, as significant revenues and expenses are in non-U.S. dollar currencies like NIS, INR, and EUR[731] - To manage currency risk, the company uses hedging instruments. As of December 31, 2020, it had outstanding forward-like contracts amounting to $66.3 million for periods up to twelve months[731][732] - A sensitivity analysis shows that a 10% strengthening of the U.S. dollar against other currencies would have resulted in a decrease of approximately $2.2 million in the company's net monetary assets position as of year-end 2020[731] Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and internal control over financial reporting, as concluded by management and attested by auditors - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[739] - Based on an evaluation using the COSO 2013 framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2020[743] - The independent registered public accounting firm, Kost, Forer, Gabbay & Kasierer (a member of Ernst & Young Global), issued an unqualified attestation report on the effectiveness of the company's internal control over financial reporting[744] Other Governance Items This section covers corporate governance, including the audit committee financial expert, Code of Ethics, accountant fees, and foreign private issuer compliance practices - The Board of Directors has determined that Mr. Shlomo Liran serves as the audit committee financial expert[746] - The company has adopted a Code of Ethics for its senior officers, which is available upon request and on its website[747] Principal Accountant Fees (2020) | Service | Fees (USD) | Percentage | | :--- | :--- | :--- | | Audit Fees | $714,000 | 94% | | Tax Fees | $43,000 | 6% | | Total | $757,000 | 100% | - As a foreign private issuer, the company follows Israeli home country practices instead of certain Nasdaq rules, including those related to compensation committee charters, shareholder approval for equity plans, quorum requirements, and annual report distribution[757][758][760][761] PART III Financial Statements This section presents the consolidated financial statements for 2020, with an unqualified auditor's opinion and a critical audit matter on inventory valuation - The consolidated financial statements for the years ended December 31, 2018, 2019, and 2020 are presented in conformity with U.S. generally accepted accounting principles[775] - The independent auditor, Kost, Forer, Gabbay & Kasierer, issued an unqualified opinion on the financial statements and on the company's internal control over financial reporting as of December 31, 2020[775][787] - The auditor identified 'Inventory valuation' as a Critical Audit Matter, noting that estimating the reserve for obsolete inventory involves significant management judgment regarding future sales and market conditions[781][782][784] Exhibits This section lists all exhibits filed with the annual report, including corporate documents, credit facility amendments, equity plans, and Sarbanes-Oxley certifications - Key exhibits filed include the Articles of Association, the Amended and Restated Share Option and RSU Plan, and various amendments to the company's credit facility[766] - Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included as exhibits[766]