Cambium Networks(CMBM) - 2023 Q4 - Annual Report

Part I Business Overview Cambium Networks offers wireless broadband and Wi-Fi solutions, managed by its Cambium ONE Network platform, and distributes globally through partners - The company's product lines are categorized into three main areas: Fixed Wireless Broadband (FWB), Enterprise networking, and Subscription and Services, all managed under the unified Cambium ONE Network architecture via its cnMaestro platform[46] - Cambium's strategy focuses on delivering affordable total cost of ownership by simplifying network design, deployment, and management through intelligent automation and software-defined radios, while also enabling customized services[47] - The company primarily sells its products through a network of over 14,000 channel partners, including approximately 160 distributors who purchase directly[67] - Manufacturing is outsourced to third-party contract manufacturers, with a global sourcing strategy, relying on demand forecasts to manage component procurement but facing risks of excess inventory or supply constraints[76] - As of December 31, 2023, the company holds 42 issued U.S. patents and 149 foreign patents, with additional applications pending, relying on a combination of patents, trade secrets, and copyrights to protect its intellectual property[79] - As of December 31, 2023, Cambium Networks had approximately 625 full-time employees, with 431 located outside the United States[89] Risk Factors The company faces significant business, operational, and financial risks, including supply chain disruptions, intense competition, credit defaults, and cybersecurity threats - Business and Operational Risks: The company faces significant risks from unpredictable operating results, reliance on third-party manufacturers, supply chain disruptions for key components, and the need to effectively manage channel inventory to avoid fluctuations in revenue[95][106][111] - Market and Competition Risks: Intense competition from a range of global players could lead to pricing pressure, loss of market share, and reduced profit margins, with success depending on innovation and response to evolving technological trends[101][103][98] - Financial and Economic Risks: The business is exposed to credit risk from its channel partners, restrictive covenants in its credit facility, and adverse economic conditions such as inflation and geopolitical instability which could reduce customer spending[133][180][195] - Cybersecurity and IP Risks: The company is vulnerable to cyber-attacks which could disrupt operations, and faces risks from claims by others of intellectual property infringement and challenges in protecting its own IP rights globally[155][161][160] - Regulatory and International Risks: A significant portion of revenue comes from outside the U.S., exposing the company to risks from international operations, including currency fluctuations, trade compliance, export controls, and varying regulatory requirements for its products[130][143][147] - Ownership and Governance Risks: Vector Capital holds a controlling interest of approximately 51%, giving it significant influence over corporate actions and limiting the influence of public shareholders, qualifying the company as a "controlled company" under Nasdaq rules[205][206] Unresolved Staff Comments The company reports no unresolved staff comments - There are no unresolved staff comments[224] Cybersecurity The company's cybersecurity program, based on the NIST framework, is overseen by the board and managed by IT, with no material incidents reported - The cybersecurity program is structured around the NIST framework and includes employee training, security tools, system patching, and third-party consultant reviews[225][227] - The board of directors provides general oversight of cybersecurity risk, receiving periodic reports from management, with the cybersecurity team led by the Vice President of IT[229] - Although no material cybersecurity incidents have been experienced, the company acknowledges it faces ongoing risks from cyber threats that are reasonably likely to materially affect the business if realized[228] Properties The company is relocating its headquarters to a new leased facility in Hoffman Estates, Illinois, in 2024, alongside other global leased offices - The company is relocating its corporate headquarters from Rolling Meadows, IL to a new leased facility in Hoffman Estates, IL in the first half of 2024[231] - Cambium leases all its facilities, including major sites in Illinois, California, England, and India, and believes its current facilities are adequate for its needs[231] Legal Proceedings The company is subject to routine legal claims, particularly intellectual property disputes, but anticipates no material adverse effects from current pending litigation - The company is not currently aware of any pending litigation that would have a material adverse effect on its financial condition[233] - The company expects to continue receiving claims from third parties regarding intellectual property infringement, which is characteristic of its industry[233] Mine Safety Disclosures This item is not applicable to the company - Not applicable[234] Part II Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities The company's ordinary shares trade on NASDAQ under "CMBM", with no dividends paid or anticipated since its IPO - The company's ordinary shares trade on the NASDAQ Global Market under the symbol "CMBM"[238] - The company has not paid dividends since its IPO and does not expect to pay them in the foreseeable future[242] Management's Discussion and Analysis of Financial Condition and Results of Operations In 2023, revenue decreased by 25.8% to $220.2 million, resulting in a net loss of $77.4 million and a sharp decline in gross margin due to high channel inventories Financial Performance Summary | (in thousands) | 2022 | 2023 | | :--- | :--- | :--- | | Revenues | $296,899 | $220,195 | | Cost of revenues | $151,759 | $151,364 | | Gross profit | $145,140 | $68,831 | | Gross margin | 48.9% | 31.3% | | Total operating expenses | $125,260 | $129,685 | | Operating income (loss) | $19,880 | ($60,854) | | Net income (loss) | $20,200 | ($77,420) | - Revenues decreased by $76.7 million (25.8%) in 2023, primarily due to lower demand for Enterprise products caused by high channel inventories, increased competition, and aggressive pricing, with $11.0 million in incentives provided in Q4 2023 to help reduce this channel inventory[272][251] Revenues by Product Category | (dollars in thousands) | 2022 | 2023 | Change $ | Change % | | :--- | :--- | :--- | :--- | :--- | | Point-to-Multi-Point | $114,941 | $95,197 | ($19,744) | (17.2%) | | Point-to-Point | $67,083 | $80,765 | $13,682 | 20.4% | | Enterprise | $109,844 | $39,097 | ($70,747) | (64.4%) | | Total revenues | $296,899 | $220,195 | ($76,704) | (25.8%) | - Gross margin decreased significantly to 31.3% in 2023 from 48.9% in 2022, driven by lower revenues, a $12.8 million increase in excess & obsolescence provisions, a $12.3 million increase in loss on supplier commitments, and $11.0 million in distributor incentives[279][280] - Net cash used in operating activities was $17.0 million in 2023, compared to $3.1 million in 2022, primarily due to the net loss of $77.4 million, partially offset by non-cash charges and favorable changes in working capital like a decrease in accounts receivable[297][298] - In December 2023, the company amended its credit agreement to establish a "Covenant Relief Period" through November 30, 2024, during which certain financial covenants are suspended and replaced with liquidity and Consolidated EBITDA requirements, albeit at a higher interest rate[294][303] Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from variable interest rates, foreign currency fluctuations impacting international sales and costs, and customer credit concentration - The company is exposed to interest rate risk on its $25.4 million of variable-rate debt, where a 100-basis point increase in rates would increase annual interest expense by approximately $0.3 million[314][322] - Foreign currency risk is present as a stronger U.S. dollar can make products more expensive for foreign customers, potentially impacting sales, and the company does not currently use hedging instruments[323] - The company has credit risk concentration, with one customer representing over 10% of trade receivables at the end of 2023, and two customers each representing over 10% of total revenues for the year[324] Financial Statements and Supplementary Data This section incorporates by reference the company's consolidated financial statements and accompanying notes from the Form 10-K report - The consolidated financial statements and related notes are incorporated by reference and can be found on pages F-1 through F-29 of the report[318] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants regarding financial disclosure - None reported[319] Controls and Procedures Management identified two material weaknesses in internal control over financial reporting as of December 31, 2023, with a remediation plan underway - Management identified two material weaknesses in internal control over financial reporting as of December 31, 2023, rendering disclosure controls ineffective[326][321] - The material weaknesses are related to the design of controls for: 1) accounting for excess and obsolescence inventory reserves, and 2) the accounting interpretation and calculation of the deferred tax asset valuation allowance[192][321] - A remediation plan is underway, which includes engaging third-party advisors and enhancing controls over financial reporting assumptions and income tax accounting, with efforts expected to continue through 2024[330] Part III Items 10-14 Information for Items 10 through 14, covering governance, compensation, and ownership, is incorporated by reference from the forthcoming 2024 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the forthcoming 2024 Proxy Statement[336][337][338] Part IV Exhibits, Financial Statement Schedules This section provides an index of consolidated financial statements, notes, and all exhibits filed or furnished with the annual report - This item provides an index to the financial statements and lists all exhibits filed with the Form 10-K[343][347] Form 10-K Summary This item is not applicable - None[344] Financial Statements and Supplementary Data Consolidated Financial Statements Consolidated financial statements reveal a significant deterioration in 2023, with total assets decreasing, liabilities increasing, and a net loss of $77.4 million Consolidated Balance Sheet Highlights | (in thousands) | Dec 31, 2022 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Current Assets | $212,989 | $162,571 | | Total Assets | $269,462 | $217,875 | | Total Current Liabilities | $87,220 | $96,328 | | Total Liabilities | $124,089 | $136,941 | | Total Shareholders' Equity | $145,373 | $80,934 | Consolidated Statement of Operations Highlights | (in thousands) | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Revenues | $335,854 | $296,899 | $220,195 | | Gross Profit | $160,796 | $145,140 | $68,831 | | Operating Income (Loss) | $36,419 | $19,880 | ($60,854) | | Net Income (Loss) | $37,421 | $20,200 | ($77,420) | Consolidated Statement of Cash Flows Highlights | (in thousands) | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | $29,960 | ($3,054) | ($16,952) | | Net cash used in investing activities | ($10,166) | ($9,245) | ($11,225) | | Net cash (used in) provided by financing activities | ($22,953) | $1,245 | ($1,269) | | Net (decrease) in cash | ($3,181) | ($11,129) | ($29,452) | Notes to Consolidated Financial Statements These notes detail accounting policies, disaggregated revenue, balance sheet components, debt facilities, share-based compensation, income taxes, restructuring charges, and lease obligations Note 1. Description of Business and Summary of Significant Accounting Policies This note describes the company's business and significant accounting policies, including revenue recognition, inventory valuation, and annual goodwill impairment testing - The company operates as a single operating segment and reporting unit, with financial information reviewed on a consolidated basis by the Chief Operating Decision Maker (CODM)[406] - Revenue from hardware products is recognized at the time of shipment, with the transaction price adjusted for variable consideration such as estimated stock returns, rebates, and marketing allowances[401] - Inventory is valued at the lower of cost or net realizable value, with estimates and provisions for excess or obsolete inventory based on demand forecasts, historical usage, and market conditions[411] - Goodwill is tested for impairment annually on December 31 by first assessing qualitative factors, with no impairment recorded in 2021, 2022, or 2023[415] Note 9. Shareholders' Equity This note details the company's equity structure and share-based compensation plans, including unrecognized expenses and forfeited performance-based awards for 2023 - As of December 31, 2023, there was a total of $20.4 million in unrecognized pre-tax share-based compensation expense related to all unvested awards, expected to be recognized through Q4 2027[169][19][461] - In May 2023, performance-based awards were granted to executives, but the awards tied to the 2023 performance period were forfeited on January 29, 2024, as the adjusted EPS performance goal was not met[20] - The company recognized $0.9 million of share-based compensation expense related to its Employee Share Purchase Plan (ESPP) in 2023, issuing 201,508 shares under the plan during the year[23] Note 10. Earnings (loss) per share This note presents basic and diluted earnings (loss) per share calculations, reporting a net loss of ($2.81) per share for 2023 due to anti-dilutive effects Earnings (Loss) Per Share | (in thousands, except per share data) | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Net income (loss) | $37,421 | $20,200 | ($77,420) | | Basic weighted average shares | 26,421,087 | 26,919,550 | 27,519,476 | | Diluted weighted average shares | 28,628,136 | 28,025,278 | 27,519,476 | | Net earnings (loss) per share, basic | $1.42 | $0.75 | ($2.81) | | Net earnings (loss) per share, diluted | $1.31 | $0.72 | ($2.81) | - For the year ended December 31, 2023, no ordinary share equivalents were included in the diluted loss per share calculation because their inclusion would have been anti-dilutive[25] Note 11. Income Taxes This note details the 2023 income tax provision of $13.8 million and an effective tax rate of (21.6)%, impacted by a $35.4 million valuation allowance Income Tax Data | (in thousands) | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Income (loss) before income taxes | $31,906 | $18,017 | ($63,646) | | (Benefit) provision for income taxes | ($5,515) | ($2,183) | $13,774 | | Effective Tax Rate | (17.3)% | (12.1)% | (21.6)% | - The 2023 effective tax rate of (21.6%) differed from the U.S. statutory rate of 21.0% primarily due to the establishment of a valuation allowance of $35.4 million against deferred tax assets[2][187] - The valuation allowance on deferred tax assets increased from $1.3 million at the end of 2022 to $36.7 million at the end of 2023, mainly due to a valuation allowance of $23.6 million on UK deferred tax assets and additional allowances on U.S. and other foreign entities[185][187] - As of December 31, 2023, the company had gross NOL carryforwards of approximately $87.5 million, of which $85.9 million has an indefinite life[187] Note 12. Commitments and Contingencies This note details commitments and contingencies, including indemnification agreements, $12.8 million in purchase commitment losses for 2023, and product warranty liabilities - The company recorded losses on purchase commitments with suppliers of $12.8 million for the year ended December 31, 2023, due to forecasted demand exceeding expected sales[164] - The company offers a standard product warranty and maintains a liability for estimated future costs, with the accrued warranty liability being $1.5 million as of December 31, 2023[165][439] - The company indemnifies its directors, officers, and channel partners against certain claims, such as intellectual property infringement, with the maximum potential amount of future payments not estimable[191] Note 13. Revenue from Contracts with Customers This note disaggregates revenue by product and geography, highlights significant customer concentration, and details increased refund liabilities and remaining performance obligations Revenues by Product Category | (in thousands) | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Point-to-Multi-Point | $204,756 | $114,941 | $95,197 | | Point-to-Point | $60,761 | $67,083 | $80,765 | | Enterprise | $66,933 | $109,844 | $39,097 | | Total Revenues | $335,854 | $296,899 | $220,195 | Revenues by Geography | (in thousands) | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | North America | $173,491 | $133,897 | $131,943 | | EMEA | $93,082 | $90,883 | $44,169 | | CALA | $40,974 | $31,223 | $20,729 | | Asia Pacific | $28,307 | $40,896 | $23,354 | | Total Revenues | $335,854 | $296,899 | $220,195 | - Customer concentration is significant, with two customers (A and B) accounting for 17% and 12% of total revenues in 2023, respectively, and Customer A also represented 21% of total accounts receivable at year-end[72] - The refund liability increased from $3.2 million in 2022 to $8.7 million in 2023, primarily due to higher expected stock rotations of enterprise products as the channel aligns inventory with market demand[73][75] - As of December 31, 2023, remaining performance obligations (deferred revenue) totaled $19.2 million, of which $8.8 million is expected to be recognized within one year[7] Note 14. Leases This note details operating leases, showing $3.6 million in 2023 lease expense and a significant increase in weighted average lease term due to the new headquarters lease Operating Lease Assets and Liabilities | (in thousands) | Dec 31, 2022 | Dec 31, 2023 | | :--- | :--- | :--- | | Operating lease assets | $4,011 | $7,894 | | Current lease liabilities | $1,930 | $1,531 | | Noncurrent lease liabilities | $2,170 | $6,595 | | Total Lease Liabilities | $4,100 | $8,126 | - The weighted average remaining lease term increased from 2.67 years in 2022 to 7.99 years in 2023, and the weighted average discount rate increased from 6.11% to 6.87%[9] - The new corporate headquarters lease in Illinois includes a $3.2 million leasehold improvement allowance from the landlord, expected to be received in 2024[13] Note 15. Related Party Transactions This note discloses related party transactions, including $0.6 million in professional services fees charged by Vector Capital Management, LP in 2023 - Vector Capital Management, LP charged the company $0.6 million for professional services and expenses in 2023, up from $0.1 million in 2022[14] Note 16. Restructuring This note details two restructuring plans initiated in 2023, incurring $2.2 million in charges, primarily for termination benefits, with a remaining liability of $0.4 million - The company initiated two restructuring actions in 2023, expecting to incur total costs of $2.5 - $3.5 million, primarily for employee termination benefits[15] Restructuring Liability | (in thousands) | Amount | | :--- | :--- | | Restructuring liability at Jan 1, 2023 | $0 | | Restructuring charges | $2,154 | | Cost paid | ($1,791) | | Restructuring liability at Dec 31, 2023 | $363 |