Silicom Ltd 6-K, filed Mar 15, 2021
Silicom Ltd. (SILC)
About this 6-K
Silicom Ltd filed this 6-K on March 15, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of
Commission File Number
(Translation of Registrant's name into English)
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
On March 15, 2021, the Registrant released its Consolidated Financial Statements and registrant's review of its results of operations and financial condition as of and for the year ended December 31, 2020.
Attached hereto as Exhibit 99.1 are Consolidated Financial Statements as of and for the year ended December 31, 2020 (including the notes thereto).
Attached hereto as Exhibit 99.2 is the registrant’s review of its results of operations and financial condition as of and the year ended December 31, 2020.
Attached hereto as Exhibit 99.3 is Consent of Somekh Chaikin, Independent Registered Public Accounting Firm, a member firm of KPMG International.
This Form 6-K, including all exhibits hereto, is hereby incorporated by reference into all effective registration statements filed by
the registrant under the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SILICOM LTD. (Registrant) |
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Date: March 15, 2021 |
By |
/s/ Eran Gilad |
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Eran Gilad |
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Chief Financial Officer |
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Exhibit 99.1
Silicom Ltd.
and its Subsidiaries
Consolidated
Financial Statements
As of and for the year ended
December 31, 2020
Silicom Ltd. and its Subsidiaries
Consolidated Financial Statements as of December 31, 2020
Contents
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F - 11 |
F - 2
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Silicom Ltd.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Silicom Ltd. and subsidiaries (the Company) as of December 31, 2019 and 2020, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Change in accounting principle
As discussed in Note 2N to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of ASC 842 Leases.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Form 6-K. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
F - 3
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F - 4
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Determination of the pattern of revenue recognition for customer contracts
As described in Note 2O to the consolidated financial statements, the Company derives revenues primarily from the sale of networking and data infrastructure solutions. Revenue is recognized over time for sales of goods manufactured to unique customer specifications, in which the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date if the customer were to terminate the contract. Revenue recognized over time is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract.
We identified the assessment of the determination of the pattern of revenue recognition for customer contracts as a critical audit matter. Evaluating whether the Company transfers control of products over time requires the application of subjective auditor judgment. This judgment includes the determination of whether the promised goods have no alternative use to the Company and whether the Company has an enforceable right to payment, inclusive of a reasonable margin, for performance completed to date if the customer were to terminate the contract. The determination of whether control is transferred over time significantly influences the amount and timing of revenue recognized.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process. This included a control related to the determination of whether the Company transfers control of certain products over time as they are manufactured. We evaluated the Company’s assessment of the revenue recognition patterns for a selection of customer contracts, including contracts for sales of products manufactured to unique customer specifications. For selected contracts, we inquired of the Company’s product and engineering department to understand whether the Company would incur practical limitations on its ability to readily direct the goods for another use, such as selling it to a different customer. We compared the facts and circumstances of the selected customer contracts per the Company’s assessment to significant terms and specifications per customer contracts, results of inquiries, and other relevant documents.
Somekh Chaikin
Member Firm of KPMG International
We have served as the Company’s auditor since 1997.
Tel Aviv, Israel
March 15, 2021
F - 5
Silicom Ltd. and its Subsidiaries
Consolidated Balance Sheets as of December 31
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2019 |
2020 | |||||||||||
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Note |
US$ thousands |
US$ thousands | ||||||||||
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Assets | ||||||||||||
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Current assets | ||||||||||||
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Cash and cash equivalents |
4 |
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Short-term bank deposits |
2F |
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Marketable securities |
2G, 5 |
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Accounts receivable: | ||||||||||||
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Trade, net |
2H |
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Other |
6 |
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Inventories |
7 |
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Total current assets |
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Marketable securities |
2G, 5 |
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Assets held for employees' severance benefits |
11 |
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Deferred tax assets |
15G |
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Property, plant and equipment, net |
8 |
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Intangible assets, net |
9 |
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Operating leases right-of-use, net |
10 |
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Goodwill |
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Total assets |
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Avi Eizenman Chairman of the Board of Directors |
Shaike Orbach Chief Executive Officer |
Eran Gilad Chief Financial Officer |
Kfar-Saba, Israel
March 15, 2020
The accompanying notes are an integral part of these consolidated financial statements.
F - 6
Silicom Ltd. and its Subsidiaries
Consolidated Balance Sheets as of December 31 (Continued)
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2019 |
2020 | |||||||||||
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Note |
US$ thousands |
US$ thousands | ||||||||||
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Liabilities and shareholders' equity | ||||||||||||
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Current liabilities | ||||||||||||
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Trade accounts payable |
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Other accounts payable and accrued expenses |
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Operating lease liabilities |
10 |
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Total current liabilities |
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Long-term liabilities | ||||||||||||
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Operating lease liabilities |
10 |
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Liability for employees' severance benefits |
11 |
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Deferred tax liabilities |
15G |
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Total liabilities |
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Shareholders' equity |
12 | |||||||||||
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Ordinary shares, ILS |
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Additional paid-in capital |
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Treasury shares (at cost) |
( |
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( |
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Retained earnings |
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Total shareholders' equity |
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Total liabilities and shareholders’ equity |
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The accompanying notes are an integral part of these consolidated financial statements.
F - 7
Silicom Ltd. and its Subsidiaries
Consolidated Statements of Operations for the Year Ended December 31
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2018 |
2019 |
2020 | ||||||||||||||
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US$ thousands | ||||||||||||||||
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Note |
Except for share and per share data | |||||||||||||||
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Sales* |
2O, 13 |
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Cost of sales |
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Gross profit |
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Operating expenses | ||||||||||||||||
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Research and development** |
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Sales and marketing |
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General and administrative |
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Total operating expenses |
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Operating income |
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Financial income, net |
14 |
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Income before income taxes |
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Income taxes |
15 |
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Net income |
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Income per share: | ||||||||||||||||
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Basic income per ordinary share (US$) |
2U |
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Diluted income per ordinary share (US$) |
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Weighted average number of ordinary shares used to compute basic income per share (in thousands) |
7,552 |
7,520 |
7,118 | |||||||||||||
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Weighted average number of ordinary shares used to compute diluted income per share (in thousands) |
7,657 |
7,573 |
7,157 | |||||||||||||
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* |
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** |
The accompanying notes are an integral part of these consolidated financial statements.
F - 8
Silicom Ltd. and its Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
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Ordinary shares |
Additional paid-in capital |
Treasury shares |
Retained earnings |
Total shareholders’ equity | ||||||||||||||||||||
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Number of shares(1) |
US$ thousands | |||||||||||||||||||||||
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Balance at January 1, 2018 |
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( |
) |
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Exercise of options and RSUs(2) |
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* |
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Share-based compensation |
- |
- |
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- |
- |
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Net income |
- |
- |
- |
- |
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Balance at December 31, 2018 |
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( |
) |
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Exercise of options and RSUs(2) |
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* |
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Purchase of treasury shares |
( |
) |
- |
- |
( |
) |
- |
( |
) | |||||||||||||||
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Share-based compensation |
- |
- |
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- |
- |
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Net income |
- |
- |
- |
- |
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Balance at December 31, 2019 |
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( |
) |
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Exercise of options and RSUs(2) |
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* |
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Purchase of treasury shares |
( |
) |
- |
- |
( |
) |
- |
( |
) | |||||||||||||||
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Share-based compensation |
- |
- |
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- |
- |
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Net income |
- |
- |
- |
- |
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Balance at December 31, 2020 |
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( |
) |
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(1) |
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(2) |
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* |
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The accompanying notes are an integral part of these consolidated financial statements.
F - 9
Silicom Ltd. and its Subsidiaries
Consolidated Statements of Cash Flows for the Year Ended December 31
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2018 |
2019 |
2020 | ||||||||||
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US$ thousands | ||||||||||||
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Cash flows from operating activities | ||||||||||||
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Net income |
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Adjustments required to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||||
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Depreciation and amortization |
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Impairment of intangible assets |
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Write-down of obsolete inventory |
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Discount on marketable securities, net |
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Share-based compensation expense |
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Deferred taxes, net |
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( |
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( |
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Changes in assets and liabilities: | ||||||||||||
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Accounts receivable - trade |
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( |
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Accounts receivable - other |
( |
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( |
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Accounts receivable - related parties |
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Change in liability for employees' severance benefits, net |
( |
) |
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Inventories |
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( |
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Trade accounts payable |
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( |
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Other accounts payable and accrued expenses |
( |
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Accounts payable - related parties |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities | ||||||||||||
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Investment in short-term bank deposits, net |
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( |
) |
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Purchase of property, plant and equipment |
( |
) |
( |
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( |
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Investment in intangible assets |
( |
) |
( |
) |
( |
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Proceeds from maturity of marketable securities |
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Purchases of marketable securities |
( |
) |
( |
) |
( |
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Net cash provided by (used in) investing activities |
( |
) |
( |
) |
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Cash flows from financing activities | ||||||||||||
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Exercise of options |
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Purchase of treasury shares |
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( |
) |
( |
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Net cash provided by (used in) financing activities |
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( |
) |
( |
) | |||||||
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Effect of exchange rate changes on cash balances held |
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Increase (decrease) in cash and cash equivalents |
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( |
) |
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Cash and cash equivalents at beginning of year |
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Cash and cash equivalents at end of year |
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Supplementary cash flow information | ||||||||||||
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A. Non-cash transactions: | ||||||||||||
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Investments in property, plant and equipment |
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B. Cash paid during the year for: | ||||||||||||
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Income taxes |
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The accompanying notes are an integral part of these consolidated financial statements.
F - 10
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 1 - General
Silicom Ltd. is an Israeli corporation engaged in designing, manufacturing, marketing and supporting high performance networking and data infrastructure solutions for a broad range of servers, server based systems and communications devices.
The Company's shares have been traded in the United States on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") since February 1994. Since January 2, 2014 the Company's shares have been traded on the NASDAQ Global Select Market (prior thereto they were traded on the NASDAQ Global Market).
In these financial statements the terms "Company" or "Silicom" refer to Silicom Ltd. and its wholly owned subsidiaries, Silicom Connectivity Solutions, Inc. (hereinafter - "Silicom Inc.") and Silicom Denmark A/S (Fiberblaze A/S) (hereinafter – "Silicom Denmark"), whereas the term "subsidiaries" refers to Silicom Inc. and Silicom Denmark.
Note 2 - Summary of Significant Accounting Policies
The significant accounting policies, which are applied consistently throughout the periods presented, are as follows:
A.Financial statements in US dollars
Substantially all sales of the Company are made outside of Israel (see Note 13A regarding geographical distribution), in US dollars ("dollars"). Most purchases of materials and components, and a significant part of the marketing costs are made or incurred, primarily in dollars. Therefore, the dollar is the currency that represents the principal economic environment in which the Company operates and is thus its functional currency.
Transactions and monetary balances in other currencies are translated into the functional currency using the current exchange rate.
All exchange gains and losses from remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in earnings when they arise.
B.Basis of presentation
The accompanying consolidated financial statements have been prepared with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
F - 11
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
C.Estimates and assumptions
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include revenue recognition over time, income taxes, inventories, marketable securities, goodwill, intangible assets and share-based compensation.
D.Business combinations
The Company accounts for business combination in accordance with ASC No. 805, "Business Combinations". ASC No. 805 requires recognition of assets acquired and liabilities assumed at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in the consolidated statements of operations.
E.Cash and cash equivalents
The Company considers highly liquid investments with original maturities of three months or less from the date of deposit to be cash equivalents.
F.Short-term bank deposits
Short term bank deposits consist of bank deposits with original maturities of more than three months and up to twelve months. As of December 31, 2020, the Company's short-term bank deposits consist of bank deposits in US dollars carrying a weighted average interest rate of
These short-term bank deposits are held with a major Israeli bank, and their use and withdrawal are not subject to any restrictions.
G.Marketable securities
The Company classifies its marketable securities as held-to-maturity as they are debt securities in which the Company has the intent and ability to hold to maturity. Held-to-maturity (HTM) debt securities are recorded at amortized cost adjusted for the amortization or accretion of premiums or discounts.
Premiums and discounts on debt securities are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. Such amortization and accretion are included in the "Financial income, net" line item in the consolidated statements of operations.
F - 12
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
G.Marketable securities (cont’d)
When other-than-temporary impairment has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether the Company intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss.
A decline in the market value of HTM security below cost that is deemed to be other than temporary results in an impairment to reduce the carrying amount to fair value. To determine whether an impairment is other than temporary, the Company considers all available information relevant to the collectibility of the security, including past events, current conditions, and reasonable and supportable forecasts when developing estimate of cash flows expected to be collected. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.
If the Company intends to sell the security or it is more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment is recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings.
H.Trade accounts receivable, net
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and its customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns.
As of December 31, 2019 and 2020, the provision for doubtful accounts receivable amounted to US$
I.Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the "weighted average-cost" method.
The Company writes down obsolete or slow moving inventory to its net realizable value.
F - 13
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
J.Assets held for employees’ severance benefits
Assets held for employees’ severance benefits represent contributions to severance pay funds and cash surrender value of insurance policies. The assets are recorded at their current cash redemption value.
K.Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful life of the assets at the following annual rates:
|
% | |
|
Machinery and equipment |
|
|
Office furniture and equipment |
|
|
Leasehold improvements |
|
|
* |
|
L.Goodwill and other intangible assets
Goodwill reflects the excess of the purchase price of business acquired over the fair value of net assets acquired. Goodwill is not amortized but instead is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
The Company operates in
Goodwill is reviewed for impairment at least annually in accordance with ASC 350, Intangibles—Goodwill and Other. ASC 350 provides an entity the option to perform a qualitative assessment to determine whether it is more likely than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more likely than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required.
If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed. During the year ended December 31, 2020, no impairments were found and therefore no impairment losses were recorded.
F - 14
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
L.Goodwill and other intangible assets (cont’d)
Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives in proportion to the economic benefits realized. This accounting policy results in amortization of such intangible assets in the straight-line method.
M.Impairment of long-lived assets
In accordance with Impairment or Disposal of long-lived assets Subsections of FASB ASC Subtopic 360-10, Property, Plant, and Equipment – Overall. Long-lived assets, such as property, plant, equipment and purchased intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or an asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary.
F - 15
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
N.Leases
In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02. The guidance establishes a right-of-use model ("ROU") that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. The Company determines if an arrangement is or contains a lease at contract inception.
The Company adopted the new accounting standard ASC 842 "Leases" and all the related amendments on January 1, 2019.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.
As of December 31, 2020, all of the company's leases are operating leases.
On the commencement date, the lease payments shall include variable lease payments that depend on an index (such as the Consumer Price Index), initially measured using the index at the commencement date. The Company does not remeasure the lease liability for changes in future lease payments arising from changes in an index unless the lease liability is remeasured for another reason. Therefore, after initial recognition, such variable lease payments are recognized in profit or loss as they are incurred.
Variable payments that depends on use of the underlying asset are not included in the lease payments. Such variable payments are recognized in profit or loss in the period in which the event or condition that triggers the payment occurs.
Upon initial recognition, the Company recognizes a liability at the present value of the lease payments to be made over the lease term, and concurrently recognizes a ROU asset at the same amount of the liability, adjusted for any prepaid lease payments.
The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments, the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease.
After lease commencement, the Company measures the lease liability at the present value of the remaining lease payments using the discount rate determined at lease commencement (as long as the discount rate hasn’t been updated as a result of a reassessment event). The Company subsequently measures the ROU asset at the present value of the remaining lease payments, adjusted for the remaining balance of any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term.
The Company's lease agreements have remaining lease terms up to
F - 16
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
O.Revenue recognition
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, a new accounting standard related to revenue recognition. ASC 606 supersedes nearly all U.S. GAAP on revenue recognition and eliminated industry-specific guidance. The underlying principle of ASC 606 is to recognize revenue when a customer obtains control of the promised goods at an amount that reflects the consideration that is expected to be received in exchange for those goods. It also requires increased disclosures including the nature, amount, timing, and uncertainty of revenues and cash flows related to contracts with customers. The Company adopted ASC 606 at the beginning of the first quarter of fiscal year 2018 and implemented new accounting policies and internal controls necessary to support the requirements of ASC 606.
The Company derives revenues primarily from the sale of networking and data infrastructure solutions.
The Company recognizes revenue upon transfer of control of the promised goods in a contract with a customer in an amount that reflects the consideration the Company expects to receive in exchange for those products. Transfer of control occurs once the customer has the contractual right to use the product, generally upon shipment or once delivery and risk of loss has transferred to the customer. The Company accounts for a contract with customer when it has approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company identifies separated contractual performance obligations and evaluates each distinct performance obligation within a contract, whether it is satisfied at a point in time or over time. Revenue is recognized over time for sales of goods manufactured to unique customer specifications, in which the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date if the customer were to terminate the contract. Revenue recognized over time is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials and overhead.
Revenue is allocated among performance obligations in a manner that reflects the consideration that the Company expects to be entitled to for the promised goods based on standalone selling prices (SSP). SSP are estimated for each distinct performance obligation and judgment may be required in their determination. The best evidence of SSP is the observable price of the product when the Company sell the goods separately in similar circumstances and to similar customers.
F - 17
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
P.Research and development costs
Capitalization of software development costs related to programmable components incorporated into the Company's products, are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. The company has determined that technological feasibility for its software components of hardware products is reached after all high-risk development issues have been resolved through coding and testing. Amortization begins once the software is ready for its intended use, generally based on the pattern in which the economic benefits will be consumed. The amortization of these costs is included in cost of revenue over the estimated life of the products. Other costs incurred in the research and development of the Company’s products are expensed as incurred.
Q.Allowance for product warranty
The Company grants service warranties related to certain products to end-users. The Company estimates its obligation for such warranties to be immaterial on the basis of historical experience. Accordingly, these financial statements do not include an accrual for warranty obligations.
R.Treasury shares
Treasury shares are recorded at cost and presented as a reduction of shareholders' equity.
F - 18
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
S.Income taxes
Deferred taxes are accounted for under the asset and liability method based on the estimated future tax effects of temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are presented as non-current assets and liabilities and measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
T.Share-based compensation
The Company recognizes compensation expense based on estimated grant date fair value in accordance with ASC Topic 718, Compensation -Stock Compensation as follows:
When portions of an award vest in increments during the requisite service period (graded-vesting award), the Company’s accounting policy is to recognize compensation cost for the award over the requisite service period for each separately vesting portion of the award.
F - 19
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of significant Accounting Policies (cont’d)
U.Basic and diluted earnings per share
Basic income per ordinary share is calculated by dividing the net income attributable to ordinary shares, by the weighted average number of ordinary shares outstanding. Diluted income per ordinary share calculation is similar to basic income per ordinary share except that the weighted average of common shares outstanding is increased to include outstanding potential common shares during the period if dilutive. Potential common shares arise from stock options and RSUs, and the dilutive effect is reflected by the application of the treasury stock method.
The following table summarizes information related to the computation of basic and diluted income per ordinary share for the years indicated.
|
Year ended December 31 | ||||||||||||
|
2018 |
2019 |
2020 | ||||||||||
|
Net income attributable to ordinary shares (US$ thousands) |
|
|
| |||||||||
|
| ||||||||||||
|
Weighted average number of ordinary shares outstanding used in basic income per ordinary share calculation |
|
|
| |||||||||
|
| ||||||||||||
|
Add assumed exercise of outstanding dilutive potential ordinary shares |
|
|
| |||||||||
|
| ||||||||||||
|
Weighted average number of ordinary shares outstanding used in diluted income per ordinary share calculation |
|
|
| |||||||||
|
| ||||||||||||
|
Basic income per ordinary shares (US$) |
|
|
| |||||||||
|
| ||||||||||||
|
Diluted income per ordinary shares (US$) |
|
|
| |||||||||
|
| ||||||||||||
|
Weighted average number of shares related to options and RSUs excluded from the diluted earnings per share calculation because of anti-dilutive effect |
|
|
| |||||||||
F - 20
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies (cont’d)
V.Comprehensive Income
For the years ended December 31, 2018, 2019 and 2020, comprehensive income equals net income.
W.Fair Value Measurements
The Company's financial instruments consist mainly of cash and cash equivalents, marketable securities, trade and other receivables and trade accounts payable. The carrying amounts of these financial instruments, except for marketable securities, approximate their fair value because of the short maturity of these investments. The fair value of marketable securities is presented in Note 5 to these consolidated financial statements. Assets held for severance benefits are recorded at their current cash redemption value.
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level
F - 21
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies (cont’d)
X.Concentrations of risks
(1)Credit risk
Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, short-term bank deposits, marketable securities, trade receivables and assets held for employees’ severance benefits. Cash and cash equivalents balances of the Company, which are subject to credit risk, consist of cash accounts held with major financial institutions. Short-term bank deposits balances of the Company, which are subject to credit risk, consist of short-term bank deposits held with a major Israeli Bank. Marketable securities consist of held to maturity marketable securities issued by highly rated corporations. As of December 31, 2019 and 2020, the ratings of the securities in the Company's portfolio was at least A- and BBB+ respectively. Nonetheless, these investments are subject to general credit and counterparty risks (such as that the counterparty to a financial instrument fails to meet its contractual obligations). The Company closely monitors extensions of credit and has never experienced significant credit losses.
On January 1, 2020, the Company adopted ASU 2016-13 (Topic 326) Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments, as further clarified by the Financial Accounting Standards Board (the "FASB") through the issuance of additional related ASUs, which requires the measurement and recognition of current expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model, which requires the use of forward-looking information to calculate credit loss estimates. The Company adopted the standard under the modified retrospective approach. Upon adoption, the standard did not have a material impact on the Consolidated Financial Statements. We continue to monitor the financial implications of the COVID-19 pandemic on expected credit losses.
(2)Significant customers
The Company's top three customers accounted for approximately
Y.Liabilities for loss contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
F - 22
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies (cont’d)
Z.Recent Accounting Pronouncements
(1)In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which removes certain exceptions for: recognizing deferred taxes for investments, performing intraperiod tax allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for annual periods in fiscal years beginning after December 15, 2020. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its consolidated balance sheets, results of operations, cash flows or presentation thereof.
F - 23
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 3 - Acquisitions
A.ADI Engineering, Inc.
On October 28, 2015 (hereinafter – "closing date") the Company acquired certain assets from ADI Engineering, Inc. (hereinafter – "ADI"), a privately-held, US-based provider of custom embedded communications and networking products, for an aggregate purchase price of US$
B. Silicom Denmark
On December 10, 2014 (hereinafter – "closing date"), the Company completed the acquisition of all of the outstanding shares and voting interests of Silicom Denmark, a provider of high performance application acceleration solutions, for an aggregate purchase price of US$
In connection with the contingent consideration, during 2016 the Company paid to the Silicom Denmark sellers an amount of US$
In relation to this acquisition, on April 18, 2016, the Company granted, in the aggregate,
F - 24
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 4 - Cash and Cash Equivalents
|
December 31 | ||||||||
|
2019 |
2020 | |||||||
|
US$ thousands | ||||||||
|
| ||||||||
|
Cash |
|
| ||||||
|
Cash equivalents * |
|
| ||||||
|
|
| |||||||
|
* |
|
F - 25
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 5 - Marketable Securities
The Company's investment in marketable securities as of December 31, 2019 and 2020 are classified as ''held-to-maturity'' and consist of the following:
|
Amortized cost basis** |
Gross unrealized holding gains |
Gross unrealized holding (losses) |
Aggregate fair value* | |||||||||||||
|
US$ thousands | ||||||||||||||||
|
At December 31, 2020 | ||||||||||||||||
|
Held to maturity: | ||||||||||||||||
|
Corporate debt securities and government debt securities | ||||||||||||||||
|
Current |
|
|
( |
) |
| |||||||||||
|
Non-Current |
|
|
|
| ||||||||||||
|
| ||||||||||||||||
|
|
|
( |
) |
| ||||||||||||
|
| ||||||||||||||||
|
At December 31, 2019 | ||||||||||||||||
|
Held to maturity: | ||||||||||||||||
|
Corporate debt securities and government debt securities | ||||||||||||||||
|
Current |
|
|
( |
) |
| |||||||||||
|
Non-Current |
|
|
( |
) |
| |||||||||||
|
| ||||||||||||||||
|
|
|
( |
) |
| ||||||||||||
|
* |
|
|
** |
|
|
The accrued interest is presented as part of other receivables on the balance sheet. |
|
Activity in marketable securities in 2020 |
US$ thousands | |||
|
| ||||
|
Balance at January 1, 2020 |
| |||
|
| ||||
|
Purchases of marketable securities |
| |||
|
Discount on marketable securities, net |
( |
) | ||
|
Proceeds from maturity of marketable securities |
( |
) | ||
|
Balance at December 31, 2020 |
| |||
F - 26
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 5 - Marketable Securities (Cont’d)
The following table summarizes the gross unrealized losses on investment securities for which other-than-temporary impairments have not been recognized and the fair value of those securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2020:
|
Less than 12 months |
12 months or more |
Total | ||||||||||||||||||||||
|
Held to maturity: |
Unrealized Losses |
Fair value |
Unrealized Losses |
Fair value |
Unrealized Losses |
Fair value | ||||||||||||||||||
|
| ||||||||||||||||||||||||
|
Corporate debt securities and government debt securities |
( |
) |
|
( |
) |
|
( |
) |
| |||||||||||||||
|
| ||||||||||||||||||||||||
The unrealized losses on the investments were caused by changes in interest rate. The Company has the ability and intent to hold these investments until maturity and it is more likely than not that the Company will not be required to sell any of the securities before recovery; therefore these investments are not considered other than temporarily impaired.
Note 6 - Other Receivables
|
December 31 | ||||||||
|
2019 |
2020 | |||||||
|
US$ thousands | ||||||||
|
| ||||||||
|
Advances to suppliers |
|
| ||||||
|
Government authorities |
|
| ||||||
|
Prepaid expense |
|
| ||||||
|
Other receivables |
|
| ||||||
|
|
| |||||||
Note 7 - Inventories
|
December 31 | ||||||||
|
2019 |
2020 | |||||||
|
US$ thousands | ||||||||
|
| ||||||||
|
Raw materials and components |
|
| ||||||
|
Products in process |
|
| ||||||
|
Finished products |
|
| ||||||
|
|
| |||||||
F - 27
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 8 - Property, Plant and Equipment, Net
|
December 31 | ||||||||
|
2019 |
2020 | |||||||
|
US$ thousands | ||||||||
|
| ||||||||
|
Machinery and equipment |
|
| ||||||
|
Office furniture and equipment |
|
| ||||||
|
Leasehold improvements |
|
| ||||||
|
| ||||||||
|
Property, plant and equipment |
|
| ||||||
|
| ||||||||
|
Accumulated depreciation |
( |
) |
( |
) | ||||
|
| ||||||||
|
Property, Plant and equipment, net |
|
| ||||||
Depreciation expense for the years ended December 31, 2018, 2019 and 2020 were US$
F - 28
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 9 - Intangible Assets
|
December 31 | ||||||||||||
|
2019 |
2020 | |||||||||||
|
Useful life |
US$ thousands | |||||||||||
|
Original cost: | ||||||||||||
|
Capitalization of software development costs |
|
|
| |||||||||
|
Licenses |
|
|
| |||||||||
|
|
| |||||||||||
|
Accumulated amortization: | ||||||||||||
|
Capitalization of software development costs |
|
| ||||||||||
|
Licenses |
|
| ||||||||||
|
|
| |||||||||||
|
| ||||||||||||
|
Intangible assets, net: | ||||||||||||
|
Capitalization of software development costs |
|
| ||||||||||
|
Licenses |
|
| ||||||||||
|
|
| |||||||||||
Amortization expense for the years ended December 31, 2018, 2019 and 2020 were US$
F - 29
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 10 - Leases
A.The components of operating lease cost for the year ended December 31, 2020 and 2019 were as follows:
|
Year ended December 31 | ||||||||
|
2019 |
2020 | |||||||
|
US$ thousands | ||||||||
|
| ||||||||
|
Operating lease costs |
|
| ||||||
|
Variable lease payments not included in the lease liability |
|
| ||||||
|
Short-term lease cost |
|
| ||||||
|
Total operating lease cost |
|
| ||||||
B.Supplemental cash flow information related to operating leases was as follows:
|
Year ended December 31 | ||||||||
|
2019 |
2020 | |||||||
|
US$ thousands | ||||||||
|
| ||||||||
|
Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
|
Operating cash flows from operating leases |
|
| ||||||
|
Right-of-use assets obtained in exchange for lease obligations (non-cash): | ||||||||
|
Operating leases |
|
| ||||||
C.Supplemental balance sheet information related to operating leases was as follows:
|
December 31 | ||||||||
|
2019 |
2020 | |||||||
|
US$ thousands | ||||||||
|
| ||||||||
|
Operating leases: | ||||||||
|
Operating leases right-of-use |
|
| ||||||
|
| ||||||||
|
Current operating lease liabilities |
|
| ||||||
|
Non-current operating lease liabilities |
|
| ||||||
|
Total operating lease liabilities |
|
| ||||||
F - 30
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 10 - Leases (cont’d)
C.Supplemental balance sheet information related to operating leases was as follows (cont’d):
|
December 31 | ||||||||
|
2019 |
2020 | |||||||
|
US$ thousands | ||||||||
|
| ||||||||
|
Weighted average remaining lease term (years) |
|
| ||||||
|
| ||||||||
|
Weighted average discount rate |
|
% |
|
% | ||||
D.Future minimum lease payments under non-cancellable leases as of December 31, 2020 were as follows:
|
December 31, 2020 | ||||
|
US$ thousands | ||||
|
| ||||
|
2021 |
| |||
|
2022 |
| |||
|
2023 |
| |||
|
2024 |
| |||
|
After 2025 |
| |||
|
Total operating lease payments |
| |||
|
Less: imputed interest |
( |
) | ||
|
Present value of lease liabilities |
| |||
F - 31
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 11 - Assets Held and Liability for Employees' Severance Benefits
A.Under Israeli law and labor agreements, Silicom is required to make severance payments to retired or dismissed employees and to employees leaving employment in certain other circumstances.
In respect of the liability to the employees, individual insurance policies are purchased and deposits are made with recognized severance pay funds.
The liability for severance pay is calculated on the basis of the latest salary paid to each employee multiplied by the number of years of employment. The liability is covered by the amounts deposited including accumulated income thereon as well as by the unfunded provision.
B.According to Section 14 to the Severance Pay Law ("Section 14") the payment of monthly deposits by a company into recognized severance and pension funds or insurance policies releases it from any additional severance obligation to the employees that have entered into agreements with the company pursuant to such Section 14. Commencing July 1, 2008, the Company has entered into agreements with a majority of its employees in order to implement Section 14. Therefore, as of that date, the payment of monthly deposits by the Company into recognized severance and pension funds or insurance policies releases it from any additional severance obligation to those employees that have entered into such agreements and therefore the Company incurs no additional liability since that date with respect to such employees. Amounts accumulated in the pension funds or insurance policies pursuant to Section 14 are not supervised or administrated by the Company and therefore neither such amounts nor the corresponding accrual are reflected in the balance sheet.
C.Consequently, the assets held for employees' severance benefits reported on the balance sheet, in respect of deposits for those employees who have signed agreements pursuant to Section 14, represent the redemption value of deposits made through June 30, 2008. The liability for employee severance benefits, with respect to those employees, represents the liability of the Company for employees' severance benefits as of June 30, 2008.
As a result of the implementation of Section 14, as described above, the liability with respect to those employees is calculated on the basis of number of years of employment as of June 30, 2008, multiplied by the latest salary paid. The liability is covered by the amounts deposited, including accumulated income thereon, as well as by the unfunded provision. Such liability will be removed, either upon termination of employment or retirement.
D.Expenses recorded with respect to employees' severance payments for the years ended December 31, 2018, 2019 and 2020 were US$
F - 32
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity
Capital and reserves
On May 2, 2019, the Company's Board of Directors authorized and began implementation of a one-year share repurchase plan to repurchase up to $
Share based compensation
A.On October 21, 2013 the Board resolved to adopt the Global Share Incentive Plan (2013) (the "2013 Plan") and to reserve up to
B.Options or RSUs granted to Israeli residents may be granted under Section 102 of the Israeli Income Tax Ordinance pursuant to which the awards of options, or the ordinary shares issued upon their exercise, must be deposited with a trustee for at least two years following the date of grant. Under Section 102, any tax payable by an employee from the grant or exercise of the awards is deferred until the transfer of the awards or ordinary shares by the trustee to the employee or upon the sale of the awards or ordinary shares.
Capital gains on awards granted under the plans are subjected to tax of
Gains which are not capital gains on awards under the plans are subjected to regular tax rates on individuals, and the Company is entitled to a tax deduction for such gains.
F - 33
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
C.During 2017 and 2020, the Company granted
1.The vesting period of the RSUs ranges between
2.The fair value of RSUs is estimated based on the market value of the Company’s stock on the date of grant, less an estimate of dividends that will not accrue to RSUs holders prior to vesting.
3.The Company recognizes compensation expenses on these RSUs based on estimated grant date fair value, with the following assumptions:
|
2017 |
2020 | |||||||
|
Expected dividend yield |
|
% |
|
% | ||||
|
Termination rate |
|
% |
|
% | ||||
F - 34
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
D.On June 8, 2016, the Company granted, in the aggregate,
1.The exercise price for the options (per ordinary share) was US$
2.The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Binomial option-pricing model with the following assumptions:
|
Average Risk-free interest rate (a) |
|
% | ||
|
Expected dividend yield |
|
% | ||
|
Average expected volatility (b) |
|
% | ||
|
Termination rate |
|
% | ||
|
Suboptimal factor (c) |
|
|
| |
|
(a) |
|
|
(b) |
|
|
(c) |
|
F - 35
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
E.On January 30, 2017, the Company granted, in the aggregate,
1.The exercise price for the options (per ordinary share) was US$
2.The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Binomial option-pricing model with the following assumptions:
|
Average Risk-free interest rate (a) |
|
% | ||
|
Expected dividend yield |
|
% | ||
|
Average expected volatility (b) |
|
% | ||
|
Termination rate |
|
% | ||
|
Suboptimal factor (c) |
|
|
| |
|
(a) |
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant. |
|
(b) |
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market. |
|
(c) |
Suboptimal factor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal factor of the Company and similar companies. |
F - 36
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
F.On April 30, 2018, the Company granted, in the aggregate,
1.The exercise price for the options (per ordinary share) was US$
2.The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Binomial option-pricing model with the following assumptions:
|
Average Risk-free interest rate (a) |
|
% | ||
|
Expected dividend yield |
|
% | ||
|
Average expected volatility (b) |
|
% | ||
|
Termination rate |
|
% | ||
|
Suboptimal factor (c) |
|
|
| |
|
(a) |
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant. |
|
(b) |
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market. |
|
(c) |
Suboptimal factor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal factor of the Company and similar companies. |
F - 37
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
G.On January 31, 2019, the Company granted, in the aggregate,
1.The exercise price for the options (per ordinary share) was US$
2.The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Binomial option-pricing model with the following assumptions:
|
Average Risk-free interest rate (a) |
|
% | ||
|
Expected dividend yield |
|
% | ||
|
Average expected volatility (b) |
|
% | ||
|
Termination rate |
|
% | ||
|
Suboptimal factor (c) |
|
|
| |
|
(a) |
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant. |
|
(b) |
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market. |
|
(c) |
Suboptimal factor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal factor of the Company and similar companies. |
F - 38
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
H.On June 8, 2020, the Company granted, in the aggregate,
3.The exercise price for the options (per ordinary share) was US$
4.The Company recognizes compensation expenses on these options based on estimated grant date fair value using the Binomial option-pricing model with the following assumptions:
|
Average Risk-free interest rate (a) |
|
% | ||
|
Expected dividend yield |
|
% | ||
|
Average expected volatility (b) |
|
% | ||
|
Termination rate |
|
% | ||
|
Suboptimal factor (c) |
|
|
| |
|
(a) |
Risk-free interest rate represents risk free US$ zero-coupon US Government Bonds at time of grant. |
|
(b) |
Expected average volatility represents a weighted average standard deviation rate for the price of the Company’s ordinary shares on the NASDAQ National Market. |
|
(c) |
Suboptimal factor represents the multiple of the increase in the market share price on the day of grant of the option which, should it come to pass, will lead to exercise of the option by the employee. It is the average suboptimal factor of the Company and similar companies. |
F - 39
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
I.The following table summarizes information regarding stock options as at December 31, 2020:
|
Options outstanding |
Options exercisable | ||||||||||||||||
|
Weighted average |
Weighted average | ||||||||||||||||
|
remaining |
remaining | ||||||||||||||||
|
Exercise price |
Number |
contractual life |
Number |
contractual life | |||||||||||||
|
US$ |
of options |
(in years) |
of options |
(in years) | |||||||||||||
|
| |||||||||||||||||
|
|
|
|
|
| |||||||||||||
|
| |||||||||||||||||
|
|
|
|
|
| |||||||||||||
|
| |||||||||||||||||
|
|
|
|
|
| |||||||||||||
|
| |||||||||||||||||
|
|
|
|
|
| |||||||||||||
|
| |||||||||||||||||
|
|
|
|
|
| |||||||||||||
|
| |||||||||||||||||
|
|
|
|
|
- | |||||||||||||
|
| |||||||||||||||||
|
|
|
|
|
- | |||||||||||||
|
| |||||||||||||||||
|
|
| ||||||||||||||||
|
| |
|
The aggregate intrinsic value of options outstanding as of December 31, 2019 and 2020 is US$ | |
|
The aggregate intrinsic value of options exercisable as of December 31, 2019 and 2020 is US$ | |
|
The total intrinsic value of options exercised during the year ended December 31, 2019 and 2020, is US$ | |
F - 40
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
J.The stock option activity under the abovementioned plans is as follows:
|
Number of options |
Weighted average exercise price |
Weighted average grant date fair value | ||||||||||
|
US$ |
US$ |
| ||||||||||
|
| ||||||||||||
|
Balance at January 1, 2018 |
| |||||||||||
|
| ||||||||||||
|
Granted |
|
|
| |||||||||
|
Exercised |
( |
) |
|
| ||||||||
|
Forfeited |
( |
) |
|
| ||||||||
|
| ||||||||||||
|
Balance at December 31, 2018 |
| |||||||||||
|
| ||||||||||||
|
Granted |
|
|
| |||||||||
|
Exercised |
( |
) |
|
| ||||||||
|
Forfeited |
( |
) |
|
| ||||||||
|
| ||||||||||||
|
Balance at December 31, 2019 |
| |||||||||||
|
| ||||||||||||
|
Granted |
|
|
| |||||||||
|
Exercised |
( |
) |
|
| ||||||||
|
Forfeited |
( |
) |
|
| ||||||||
|
| ||||||||||||
|
Balance at December 31, 2020 |
| |||||||||||
|
Exercisable at December 31, 2020 |
| |||||||||||
F - 41
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
K.The Restricted Share Units activity under the abovementioned plans is as follows:
|
Number of Restricted Share Units |
Weighted average grant date fair value | |||||||
|
US$ | ||||||||
|
| ||||||||
|
Balance at January 1, 2018 and December 31, 2018 |
| |||||||
|
| ||||||||
|
Vested |
( |
) |
| |||||
|
| ||||||||
|
Balance at December 31, 2019 |
| |||||||
|
| ||||||||
|
Granted |
|
| ||||||
|
Vested |
( |
) |
| |||||
|
| ||||||||
|
Balance at December 31, 2020 |
| |||||||
The aggregate intrinsic value of RSUs outstanding as of December 31, 2019 and December 31, 2020 is US$
F - 42
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 12 - Shareholders' Equity (cont'd)
Share based compensation (cont'd)
L.During 2018, 2019 and 2020, the Company recorded share-based compensation expenses. The following summarizes the allocation of the stock-based compensation expenses:
|
Year ended December 31 | ||||||||||||
|
2018 |
2019 |
2020 | ||||||||||
|
US$ thousands | ||||||||||||
|
| ||||||||||||
|
Cost of sales |
|
|
| |||||||||
|
Research and development costs |
|
|
| |||||||||
|
Selling and marketing expenses |
|
|
| |||||||||
|
General and administrative expenses |
|
|
| |||||||||
|
| ||||||||||||
|
|
|
| ||||||||||
As of December 31, 2020, there were US$
The total tax benefit recognized in the consolidated statements of operations related to share based compensation expenses amounted to US$
F - 43
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 13 - Geographic areas and major customers
A.Information on sales by geographic distribution:
The Company has one operating segment.
Sales are attributed to geographic distribution based on the location of the customer.
|
Year ended December 31 | ||||||||||||
|
2018 |
2019 |
2020 | ||||||||||
|
US$ thousands | ||||||||||||
|
| ||||||||||||
|
North America |
|
|
| |||||||||
|
Europe |
|
|
| |||||||||
|
Asia-Pacific |
|
|
| |||||||||
|
| ||||||||||||
|
|
|
| ||||||||||
B.Sales to single customers exceeding 10% of sales (US$ thousands):
|
Year ended December 31 | ||||||||||||
|
2018 |
2019 |
2020 | ||||||||||
|
US$ thousands | ||||||||||||
|
| ||||||||||||
|
Customer "A" |
|
|
| |||||||||
|
Customer "B" |
|
|
| |||||||||
|
Customer "C" |
|
|
| |||||||||
|
Customer "D" |
|
|
| |||||||||
|
Customer "E" |
|
|
| |||||||||
F - 44
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 13 - Geographic areas and major customers (cont'd)
C.Information on Long-Lived Assets - Property, Plant and Equipment and ROU assets by geographic areas:
The following table presents the locations of the Company’s long-lived assets as of December 31, 2019 and 2020:
|
Year ended December 31 |
| |||||||
|
2019 |
2020 | |||||||
|
US$ thousands | ||||||||
|
| ||||||||
|
North America |
|
| ||||||
|
Europe |
|
| ||||||
|
Israel |
|
| ||||||
|
| ||||||||
|
|
| |||||||
F - 45
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 14 - Financial Income (Expenses), Net
|
Year ended December 31 | ||||||||||||
|
2018 |
2019 |
2020 | ||||||||||
|
US$ thousands | ||||||||||||
|
| ||||||||||||
|
Interest income |
|
|
| |||||||||
|
Discount on marketable securities, net |
( |
) |
( |
) |
( |
) | ||||||
|
Exchange rate differences, net |
|
( |
) |
( |
) | |||||||
|
Bank charges |
( |
) |
( |
) |
( |
) | ||||||
|
| ||||||||||||
|
|
|
| ||||||||||
F - 46
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 15 - Taxes on Income
A.Measurement of results for tax purposes under the Israeli Income Tax Regulations (Rules for Maintaining Accounting Records of Foreign Invested Companies and Certain Partnerships and Determining Their Taxable Income) - 1986
As a "foreign invested company" (as defined in the Israeli Law for the Encouragement of Capital Investments-1959), the taxable income or loss and the tax basis of assets and liabilities of the Company’s Israeli operations are denominated in US Dollars.
B.Corporate tax rate in Israel
The regular corporate tax rate applied to taxable income of Israeli companies is
C.Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (hereinafter - the "Law")
1.On December 29, 2010 the Knesset approved the Economic Policy Law for 2011-2012, which includes an amendment to the Law for the Encouragement of Capital Investments – 1959 (hereinafter – "the Amendment to the Law"). The Amendment to the Law is effective from January 1, 2011 and its provisions will apply to preferred income derived or accrued in 2011 and thereafter by a Preferred Company, per the definition of these terms in the Amendment to the Law.
Companies can choose to not be included in the scope of the Amendment to the Law and to stay in the scope of the law before its amendment until the end of the benefits period.
Under the Amendment to the Law, upon an irrevocable election made by a company, a uniform corporate tax rate will apply to all preferred income of such company. The Company elected to apply the uniform corporate tax rate as of 2014. From 2017 onwards, the uniform tax rate is to be
Should the Company derive income from sources other than the Preferred Company, such income will be taxable at the regular corporate tax rates for the applicable year.
F - 47
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 15 - Taxes on Income (cont’d)
C.Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (hereinafter - the "Law") (cont'd)
On December 29, 2016 the Israeli Parliament (the "Knesset") enacted the "Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in the Years 2017 and 2018) – 2016" in which the Law was also amended (hereinafter: “the Amendment”). The Amendment added new tax benefit tracks for a “preferred technological enterprise” and a “special preferred technological enterprise” which award reduced tax rates to a technological industrial enterprise for the purpose of encouraging activity relating to the development of qualifying intangible assets.
The benefits will be awarded to a “preferred company” that has a “preferred technological enterprise” or a “special preferred technological enterprise” with respect to taxable “preferred technological income” per its definition in the Law.
Preferred technological income that meets the conditions required in the law, will be subject to a reduced corporate tax rate of
On June 14, 2017 the Knesset Finance Committee approved "Encouragement of Capital Investment Regulations (Preferred Technological Income and Capital Gain of Technological Enterprise) – 2017" (hereinafter: “the Regulations”), which provides rules for applying the “preferred technological enterprise” and “special preferred technological enterprise” tax benefit tracks, including the Nexus formula that provides the mechanism for allocating the technological income eligible for the benefits.
Should the Company derive income from sources other than the “preferred technological enterprise”, such income will be taxable at the "Preferred Company" tax rate (for manufacturing activity in Israel) or regular corporate tax rates for the applicable year.
As a result of the aforesaid legislation, starting 2021 the Company is expected to implement the “preferred technological enterprise” tax benefit track; however, the transition to this tax benefit track is not expected to significantly change the Company's effective tax rate and the deferred tax liabilities and deferred tax assets that were recognized.
F - 48
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 15 - Taxes on Income (cont’d)
C.Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (hereinafter - the "Law") (cont'd)
2.In the event of distribution by the Company of dividends out of its retained earnings that were generated prior to the 2014 tax year and were tax exempt under the "Approved Enterprise" or "Benefited Enterprise" status, the Company would be subjected to a maximum of
Out of the Company’s retained earnings as of December 31, 2020, approximately US$
F - 49
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 15 - Taxes on Income (cont’d)
D.Taxation of the subsidiaries
1.The subsidiary Silicom Inc. files tax returns with US federal tax authorities and with state tax authorities in the states of New Jersey, California, Virginia, New York, New Mexico, Tennessee, Texas and Illinois.
The federal corporate income tax rate is
2.The subsidiary Silicom Denmark is taxed according to the tax laws in Denmark.
3.The Company has not provided for Israeli income and foreign withholding taxes on US$
The Company currently has no plans to repatriate those funds and intends to indefinitely reinvest them in its non-Israeli operations. The unrecognized deferred tax liability associated with these temporary differences was approximately US$
4.As of December 31, 2020, the net operating loss carry-forwards of the Companys’ subsidiaries for tax purposes amounted to approximately US$
E.Tax assessments
1.For the Israeli jurisdiction the Company has final tax assessments for all years up to and including the tax year ended December 31, 2015.
2.For the US federal jurisdiction, Silicom Inc. has final tax assessments for all years up to and including the tax year ended December 31, 2016. For the New Jersey and California state jurisdictions, Silicom Inc. has final tax assessments for all years up to and including the tax year ended December 31, 2015. For the Virginia, Tennessee, New York and New Mexico state jurisdictions, Silicom Inc. has final tax assessments for all years up to and including the tax year ended December 31, 2017. For the Texas state jurisdiction, Silicom Inc. has open tax assessments for the years 2018 through 2020. For the Illinois state jurisdiction, Silicom Inc. has open tax assessment for the year 2020.
3.For the Danish jurisdiction, Silicom Denmark has final tax assessments for all years up to and including the tax year ended December 31, 2015.
F - 50
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 15 - Taxes on Income (cont’d)
F.Income before income taxes and income taxes expense (benefit) included in the consolidated statements of operations
|
Year ended December 31 | ||||||||||||
|
2018 |
2019 |
2020 | ||||||||||
|
US$ thousands | ||||||||||||
|
| ||||||||||||
|
Income before income taxes: | ||||||||||||
|
Israel |
|
|
| |||||||||
|
Foreign jurisdictions |
|
|
| |||||||||
|
|
|
| ||||||||||
|
| ||||||||||||
|
Current taxes: | ||||||||||||
|
Israel |
|
|
| |||||||||
|
Foreign jurisdictions |
|
|
| |||||||||
|
|
|
| ||||||||||
|
| ||||||||||||
|
Current tax (benefits) expenses relating to prior years: | ||||||||||||
|
Israel |
( |
) |
( |
) |
| |||||||
|
Foreign jurisdictions |
( |
) |
( |
) |
( |
) | ||||||
|
( |
) |
( |
) |
( |
) | |||||||
|
| ||||||||||||
|
Deferred taxes: | ||||||||||||
|
Israel |
( |
) |
( |
) |
| |||||||
|
Foreign jurisdictions |
|
|
( |
) | ||||||||
|
|
( |
) |
( |
) | ||||||||
|
| ||||||||||||
|
Income tax expense |
|
|
| |||||||||
F - 51
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 15 - Taxes on Income (cont’d)
G.Deferred tax assets and liabilities
The tax effects of significant items comprising the Company’s deferred tax assets and liabilities are as follows:
|
December 31 |
December 31 | |||||||
|
2019 |
2020 | |||||||
|
US$ thousands |
US$ thousands | |||||||
|
| ||||||||
|
Deferred tax assets: | ||||||||
|
Accrued employee benefits |
|
| ||||||
|
Research and development costs |
|
| ||||||
|
Operating loss carryforwards |
|
| ||||||
|
Property, plant and equipment |
|
| ||||||
|
Share based compensation |
|
| ||||||
|
Intangible assets |
|
| ||||||
|
Operating lease liabilities |
|
| ||||||
|
Other |
|
| ||||||
|
Total deferred tax assets |
|
| ||||||
|
| ||||||||
|
Deferred tax liabilities: | ||||||||
|
Intangible assets |
( |
) |
( |
) | ||||
|
Goodwill |
( |
) |
( |
) | ||||
|
Operating leases right-of-use, net |
|
( |
) | |||||
|
Other |
( |
) |
( |
) | ||||
|
Total deferred tax liabilities |
( |
) |
( |
) | ||||
|
| ||||||||
|
Net deferred tax assets |
|
| ||||||
|
| ||||||||
|
In Israel |
|
| ||||||
|
Foreign jurisdictions |
( |
) |
( |
) | ||||
|
Net deferred tax assets |
|
| ||||||
|
| ||||||||
|
Non-current deferred tax assets |
|
| ||||||
|
Non-current deferred tax liabilities |
( |
) |
( |
) | ||||
F - 52
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 15 - Taxes on Income (cont’d)
H.Reconciliation of the statutory tax expense to actual tax expense
|
Year ended December 31 | ||||||||||||
|
2018 |
2019 |
2020 | ||||||||||
|
US$ thousands | ||||||||||||
|
| ||||||||||||
|
Income before income taxes |
|
|
| |||||||||
|
Statutory tax rate in Israel |
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Non-deductible operating expenses |
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Prior years adjustments |
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Tax effect due to | ||||||||||||
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"Preferred Enterprise" status* |
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Statutory rate differential |
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Changes in tax rate |
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Creation of deferred taxes for tax losses and benefits from previous years for which deferred taxes were not created in the past |
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Year ended December 31 | ||||||||||||
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2019 |
2020 | ||||||||||
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F - 53
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 15 - Taxes on Income (cont’d)
I.Accounting for uncertainty in income taxes
The accounting literature clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The standards prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position.
During 2018, 2019 and 2020 the Company and its subsidiaries did not have any significant unrecognized tax benefits and thus, no related interest and penalties were accrued.
In addition, the Company and its subsidiaries do not expect that the amount of unrecognized tax benefits will change significantly within the next twelve months.
F - 54
Silicom Ltd. and its Subsidiaries
Notes to the Consolidated Financial Statements
Note 16 - Subsequent Events
(1)In January 2021, the Company’s compensation committee and board of directors, respectively, have approved the grant of a total of
(2)Pursuant to the share repurchase plan approved on April 30, 2020, the Company has purchased
F - 55
Exhibit 99.2
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Year Ended December 31,
|
||||||||||||
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2018
|
2019
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2020
|
||||||||||
|
Sales
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||
|
Cost of sales
|
68.6
|
65.7
|
68.6
|
|||||||||
|
Gross profit
|
31.4
|
34.3
|
31.4
|
|||||||||
|
Research and development expenses
|
11.1
|
14.3
|
16.1
|
|||||||||
|
Sales and marketing expenses
|
5.0
|
6.3
|
5.8
|
|||||||||
|
General and administrative expenses
|
2.9
|
4.0
|
3.7
|
|||||||||
|
Operating Income
|
12.4
|
9.7
|
5.8
|
|||||||||
|
Financial income, net
|
0.7
|
1.6
|
1.0
|
|||||||||
|
Income before income taxes
|
13.1
|
11.3
|
6.8
|
|||||||||
|
Income tax expenses
|
2.2
|
1.6
|
1.4
|
|||||||||
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Net Income
|
10.9
|
9.7
|
5.4
|
|||||||||
|
Sales in 2020 were US$ 107,398 thousand compared to US$ 105,240 thousand in 2019, reflecting the significant challenges presented in 2020 by Covid-19 and the continuous impact of the main
market trends on our business - the move to the Cloud and Disaggregation & Decoupling.
Sales in 2019 decreased by 21.3% to US$ 105,240 thousand compared to US$ 133,753 thousand in 2018. This decrease was mainly attributed to the lack of revenues from our largest-ever Cloud related Design Win we
lost in March 2018. During 2019 we had no revenues from this Design Win.
Gross profit in 2020 was US$ 33,766 thousand compared to US$ 36,094 thousand in 2019. Gross profit as a percentage of sales in 2020 was 31.4%, compared to 34.3% in 2019. The lower gross
profit percentage in 2020 compared to 2019 was mainly attributed to: (i) a one-time US$ 1.7 million impairment of intangible assets, (ii) changes to the mix of products that we sold in 2020, on which our gross profit is largely dependent.
Gross profit was also affected by, among other factors, write-downs of inventory made with respect to any slow moving or obsolete inventory we can no longer use; the inventory write-downs as a percentage of sales in 2020 decreased to 1.5%,
compared to 2.0% in 2019.
Gross profit in 2019 was US$ 36,094 thousand compared to US$ 42,056 thousand in 2018. Gross profit as a percentage of sales in 2019 was 34.3%, compared to 31.4% in 2018. The higher gross
profit percentage in 2019 compared to 2018 was mainly attributed to: (i) a US$ 3.2 million write-off in 2018 related to the loss of our largest-ever Cloud related Design Win, which we announced on March 13, 2018, (ii) changes to the mix of
products that we sold in 2019, on which our gross profit is largely dependent. Gross profit was also affected by, among other factors, write-downs of inventory made with respect to any slow moving or obsolete inventory we can no longer use
(not including the above mentioned write-off); the inventory write-downs as a percentage of sales in 2019 decreased to 2.0%, compared to 2.9% in 2018.
|
|
Research and development expenses in 2020 increased by 14.4% to US$ 17,244 thousand compared to US$ 15,075 thousand in 2019. This increase was mainly attributed to an increase in our research
and development employees’ related costs, required for our continued investment in new product development, enhancements to existing products and the development of new networking and connectivity technologies expanding our product offering
to our target markets, which contributed approximately US$ 1,479 thousand to such increase, combined with the following factors: (i) capitalization of internal software development costs in the amount of US$ 822 thousand in 2020, compared to
US$ 1,018 thousand in 2019, (ii) an increase in the share-based compensation which amounted to approximately US$ 959 thousand in 2020, compared to US$ 900 thousand in 2019, as well as to (iii) a weakening of the US Dollar against the New
Israeli Shekel and the Danish Krone (since a significant portion of our research and development expenses are incurred in New Israeli Shekels and Danish Krone), which amounted to approximately US$ 435 thousand.
Research and development expenses in 2019 increased moderately by 1.7% to US$ 15,075 thousand compared to US$ 14,820 thousand in 2018. This increase was mainly attributed to an increase in
our research and development employees’ related costs, required for our continued investment in new product development, enhancements to existing products and the development of new networking and connectivity technologies expanding our
product offering to our target markets, which contributed approximately US$ 1,169 thousand to such increase, offset by the following factors: (i) a decrease in amortization of acquired intangible assets, which amounted to US$ 0 in 2019,
compared to US$ 655 thousand in 2018, (ii) capitalization of internal software development costs in the amount of US$ 1,018 thousand in 2019, compared to US$ 928 thousand in 2018, (iii) a decrease in the share-based compensation which
amounted to approximately US$ 900 thousand in 2019, compared to US$ 953 thousand in 2018, and to (iv) the net effect of the strengthening of the US Dollar against the Danish Krone, on the one hand, offset by a weakening of the US Dollar
against the New Israeli Shekel on the other hand, (since a significant portion of our research and development expenses are incurred in New Israeli Shekels and Danish Krone), which amounted to approximately US$ 116 thousand.
Sales and marketing expenses in 2020 decreased by 6.6% to US$ 6,209 thousand compared to US$ 6,647 thousand in 2019. This decrease was mainly attributed to a decrease in the travel expenses in 2020 compared to
2019 as a result of the Covid-19 pandemic, which contributed approximately US$ 642 thousand, offset by an increase in the share-based compensation which amounted to approximately US$ 602 thousand in 2020, compared to US$ 493 thousand in
2019, and by a weakening of the US Dollar against the New Israeli Shekel and the Danish Krone (since a significant portion of our sales and marketing expenses are incurred in New Israeli Shekels and Danish Krone) which amounted to
approximately US$ 95 thousand.
Sales and marketing expenses in 2019 increased slightly by 0.1% to US$ 6,647 thousand compared to US$ 6,642 thousand in 2018. This increase was mainly attributed to our continued investment in the promotion of
our networking and data infrastructure solutions, expanding our customer base and product offering, which contributed approximately US$ 465 thousand, offset by a decrease in amortization of acquired intangible assets which amounted to US$ 0
in 2019, compared to US$ 384 thousand in 2018, as well as to a decrease in the share-based compensation which amounted to approximately US$ 493 thousand in 2019, compared to US$ 569 thousand in 2018.
|
|
General and administrative expenses in 2020
decreased slightly by 2.3% to US$ 4,065 thousand compared to US$ 4,159 thousand in 2019. This decrease was mainly attributed to a decrease in payroll related expenses attributed to general and
administrative activity which amounted to approximately US$ 203 thousand, offset by a weakening of the US Dollar against the New Israeli Shekel and the Danish Krone (since a significant portion of our general and administrative
expenses are incurred in New Israeli Shekels and Danish Krone) which amounted to approximately US$ 109 thousand.
General and administrative expenses in 2019 increased by 5.5% to US$ 4,159 thousand compared to US$ 3,943 thousand in 2018. This increase was mainly attributed to various general and
administrative costs which amounted to approximately US$ 244 thousand, offset by the net effect of the strengthening of the US Dollar against the Danish Krone, on the one hand, offset by a weakening of the US Dollar against the New Israeli
Shekel, on the other hand (since a significant portion of our general and administrative expenses are incurred in New Israeli Shekels and Danish Krone), which amounted to approximately US$ 28 thousand.
|
|
Financial income, net in 2020 decreased by 37.2% to US$ 1,034 thousand compared to US$ 1,646 thousand in 2019. The decrease resulted mainly from the net effect of the following factors: (i) a decrease in income from investment in
marketable securities and bank deposits, which was attributed to a decrease in funds available for investment, which amounted to US$ 1,953 thousand in 2020 compared to US$ 2,151 thousand in 2019, and (ii) a weakening of the US Dollar against the New Israeli Shekel and the Danish Krone, which created net financial expenses in US Dollars from exchange rate
differences (a portion of our balance sheet assets and obligations are denominated in New Israeli Shekels as well as Danish Krone) of US$ 748 thousand in 2020 compared to net financial expenses of US$ 357 thousand in 2019.
Financial income, net in 2019 increased by 78.3% to US$ 1,646 thousand compared to US$ 923 thousand in 2018. The increase resulted mainly from the net effect of the following factors: (i) an
increase in income from investment in marketable securities and bank deposits, which was attributed to an increase in funds available for investment, which amounted to US$ 2,151 thousand in 2019 compared to US$ 808 thousand in 2018, offset by
(ii) the net effect of the weakening of the US Dollar against the New Israeli Shekel, on the one hand, offset by a strengthening of the US Dollar against the Danish Krone on the other hand, which created a net financial expenses in US Dollars
from exchange rate differences (a portion of our balance sheet assets and obligations are denominated in New Israeli Shekels as well as Danish Krone) of US$ 357 thousand in 2019 compared to a net financial income of US$ 208 thousand in 2018.
|
|
In 2020 we recorded current income tax expenses of US$ 1,766 thousand and deferred income tax benefit of US$ 61 thousand compared to current income tax expenses of US$ 2,343 thousand and
deferred income tax benefit of US$ 699 thousand in 2019. The decrease in our current income tax expenses was mainly attributed to a decrease in our income and the resulting taxable income. The decrease in the deferred income tax benefit was
mainly attributed to the following factors: (i) a deferred income tax benefit relating to research and development costs, which amounted to US$ 262 thousand in 2020 compared to deferred income tax benefit in the amount of US$ 755 thousand in
2019, and (ii) deferred income tax expenses in relation to acquired goodwill, which amounted to US$ 210 thousand in 2020 compared to US$ 72 thousand in 2019. In addition, in 2020 we recorded an income tax benefit relating to prior years in
the amount of US$ 148 thousand, compared to an income tax benefit relating to prior years in the amount of US$ 21 thousand in 2019.
In 2019 we recorded current income tax expenses of US$ 2,343 thousand and deferred income tax benefit of US$ 699 thousand compared to current income tax expenses of US$ 3,231 thousand and
deferred income tax expenses of US$ 5 thousand in 2018. The decrease in our current income tax expenses was mainly attributed to a decrease in our income and the resulting taxable income. The change in the deferred income tax benefit was
mainly attributed to the following factors: (i) a deferred income tax benefit relating to research and development costs, which amounted to US$ 755 thousand in 2019 compared to deferred income tax expenses in the amount of US$ 4 thousand in
2018, (ii) a decrease in deferred income tax expenses relating to intangible assets, which amounted to US$ 40 thousand in 2019 compared to US$ 120 thousand in 2018, offset by (iii) a decrease in deferred income tax benefit relating to
share-based compensation provided by us to our employees and directors, which amounted to US$ 26 thousand in 2019 compared to US$ 135 thousand in 2018. In addition, in 2019 we recorded an income tax benefit relating to prior years in the
amount of US$ 21 thousand, compared to an income tax benefit relating to prior years in the amount of US$ 299 thousand in 2018.
|
|
In 2020 we recorded net income of US$ 5,725 thousand compared to net income of US$ 10,236 thousand in 2019, a decrease of 44.1%. The decrease was mainly attributed to our lower gross profit
in 2020 compared to 2019, as mentioned above, combined with higher operating expenses we incurred in 2020 relative to operating expenses we incurred in 2019.
In 2019 we recorded net income of US$ 10,236 thousand compared to net income of US$ 14,637 thousand in 2018, a decrease of 30.1%. The decrease was mainly attributed to our lower gross profit
in 2019 compared to 2018, as mentioned above.
Impact of Inflation and Currency Fluctuations on Results of Operations, Liabilities and Assets
Since the majority of our revenues are denominated and paid in U.S. Dollars, we believe that inflation in Israel and in Denmark and fluctuations in
the U.S. dollar exchange rates do not have any material effect on our revenue. Inflation in Israel or Denmark and the Israeli and Danish currency as well as U.S. dollar exchange rate fluctuations, may however, have an effect on our expenses
and, as a result, on our net income/loss. The cost of our Israeli and Danish operations, as expressed in U.S. Dollars, is influenced by the extent to which any change in the rates of inflation in Israel or Denmark are not offset (or are
offset on a lagging basis) by a change in valuation of the NIS or DKK in relation to the U.S. dollar.
We do not presently engage in any hedging or other transactions intended to manage the risks relating to foreign currency exchange rate or interest rate fluctuations. However, we may in the
future undertake such transactions, if management determines that it is necessary to offset such risks.
|
|
B. Liquidity and Capital Resources
|
||||||||||||||||
|
As of
December 31, 2020, we had working capital of US$ 106,853 thousand and our current ratio (current assets to current liabilities) was 4.64. Cash and cash equivalents as of December 31, 2020 increased by US$ 4,207 thousand to US$ 20,676
thousand, compared to US$ 16,469 thousand as of December 31, 2019. Short-term bank deposits as of December 31, 2020 decreased by US$ 8,542 thousand to US$ 5,000 thousand, compared to US$ 13,542 thousand as of December 31, 2019. Short-term
marketable securities increased by US$ 21,072 thousand to US$ 35,117 thousand, compared to US$ 14,045 thousand as of December 31, 2019, and long-term marketable securities decreased by US$ 31,261 thousand to US$ 15,281 thousand, compared
to US$ 46,542 thousand as of December 31, 2019. The net decrease of US$ 14,524 thousand in these four balance sheet items in 2020 was mainly attributed to the following factors: (i) purchase of treasury shares in the amount of
approximately US$ 16,798 thousand, (ii) payments in relation to purchase of property, plant and equipment which amounted to US$ 1,694 thousand, and (iii) to investment in intangible assets which amounted to US$ 1,487 thousand, offset by
(iv) a positive cash provided by operating activities in the amount of US$ 4,956 thousand, and (v) consideration received in connection
with exercise of options to purchase our ordinary shares in the amount of approximately US$ 276 thousand.
|
||||||||||||||||
|
Trade receivables decreased to US$ 21,660 thousand as of December 31, 2020, compared to US$ 24,936 thousand as of December 31, 2019. This decrease was mainly affected by a decrease in the
average payment terms of our customers compared to the terms that were in 2019. Other receivables increased to US$ 6,126 thousand as of December 31, 2020, compared to US$ 4,964 thousand as of December 31, 2019.
|
||||||||||||||||
|
Trade payables decreased to US$ 14,610 thousand as of December 31, 2020, compared to US$ 16,419 thousand as of December 31, 2019. This decrease was mainly attributed to a change of average
payment terms with our suppliers. Other payables and accrued liabilities increased to US$ 12,953 thousand as of December 31, 2020, compared to US$ 8,823 thousand as of December 31, 2019. This increase was mainly attributed to an increase in
advance payments relating to customers.
|
||||||||||||||||
|
Inventories increased to US$ 47,650 thousand as of December 31, 2020, compared to US$ 36,491 thousand as of December 31, 2019. This increase was primarily the result of an increase in our
inventory purchasing, in order to secure continuous production to support our customers' expectations of a swift delivery, making the readily available inventory pivotal to our business.
|
||||||||||||||||
|
Cash provided by operating activities in 2020 amounted to US$ 4,956 thousand compared to cash provided by operating activities in the amount of US$ 26,726 thousand in 2019. The cash provided
by operating activities in 2020 was mainly the result of our net income, combined with changes in our inventory.
|
||||||||||||||||
|
Capital expenditures on property and equipment for the year ended December 31, 2020 were US$ 2,543 thousand, compared to US$ 1,635 thousand as of December 31, 2019. This increase was mainly
attributed to an increase in investment in equipment used for production and research and development.
|
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We have cash and cash equivalents that we believe are sufficient for our present requirements. Furthermore, our cash resources are sufficient to fund our operating needs for at least the next
twelve months.
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