EX-99.1 3 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1
 
CERAGON NETWORKS LTD. AND SUBSIDIARIES
 
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
AS OF JUNE 30, 2017
 
IN U.S. DOLLARS
 
UNAUDITED
 
INDEX
 
 
Page
   
2 - 3
   
4
   
5
   
6
   
7
   
8 - 17



CERAGON NETWORKS LTD. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
 
   
Note
   
December 31, 2016
   
June 30,
2017
 
ASSETS
             
Unaudited
 
                   
CURRENT ASSETS:
                 
Cash and cash equivalents
       
$
36,338
   
$
34,087
 
Trade receivables (net of allowance for doubtful accounts of $ 12,162 and $ 9,712 (unaudited) at December 31, 2016 and June 30, 2017, respectively)
         
107,395
     
114,077
 
Other accounts receivable and prepaid expenses
         
17,076
     
19,948
 
Inventories
   
3
     
45,647
     
56,158
 
                         
Total current assets
           
206,456
     
224,270
 
                         
NON-CURRENT ASSETS:
                       
   Deferred taxes, net
           
1,344
     
1,204
 
   Severance pay and pension fund
           
4,575
     
5,210
 
   Other accounts receivable
           
2,746
     
3,931
 
                         
   PROPERTY AND EQUIPMENT, NET
           
27,560
     
28,277
 
                         
   INTANGIBLE ASSETS, NET
           
1,544
     
790
 
                         
Total non-current assets
           
37,769
     
39,412
 
                         
Total assets
         
$
244,225
   
$
263,682
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements
 
2

CERAGON NETWORKS LTD. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands

   
Note
   
December 31, 2016
   
June 30,
2017
 
               
Unaudited
 
LIABILITIES AND SHAREHOLDERS' EQUITY
                 
                   
CURRENT LIABILITIES:
                 
                   
Short-term loan
   
4
   
$
17,000
   
$
8,000
 
Trade payables
           
68,408
     
90,067
 
Deferred revenues
           
2,673
     
3,674
 
Other accounts payable and accrued expenses
           
22,425
     
19,711
 
                         
Total current liabilities
           
110,506
     
121,452
 
                         
LONG-TERM LIABILITIES:
                       
Accrued severance pay and pension
           
9,198
     
9,745
 
Other long-term payables
           
8,357
     
8,829
 
                         
 Total long-term liabilities
           
17,555
     
18,574
 
                         
COMMITMENTS AND CONTINGENT LIABILITIES
   
7
                 
                         
SHAREHOLDERS' EQUITY:
   
8
                 
                         
Share capital:
                       
Ordinary shares of NIS 0.01 par value –
Authorized: 120,000,000 shares at December 31, 2016 and
June 30, 2017; Issued: 81,250,452 and 81,425,090 shares at December 31, 2016 and June 30, 2017, respectively;  Outstanding: 77,768,929 and 77,943,567 shares at December 31, 2016 and June 30, 2017, respectively.
           
214
     
214
 
    Additional paid-in capital
           
409,320
     
410,128
 
Treasury shares at cost - 3,481,523 ordinary shares as of December 31, 2016 and June 30, 2017.
           
(20,091
)
   
(20,091
)
Accumulated other comprehensive loss
           
(7,848
)
   
(6,018
)
Accumulated deficits
           
(265,431
)
   
(260,577
)
                         
Total shareholders' equity
           
116,164
     
123,656
 
                         
Total liabilities and shareholders' equity
         
$
244,225
   
$
263,682
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
3

CERAGON NETWORKS LTD. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except per share data)

   
Six months ended
June 30,
 
   
2016
   
2017
 
   
Unaudited
 
             
Revenues
 
$
129,844
   
$
169,355
 
Cost of revenues
   
84,263
     
117,848
 
                 
Gross profit
   
45,581
     
51,507
 
                 
Operating expenses:
               
Research and development
   
10,638
     
12,235
 
Selling and marketing
   
19,573
     
19,776
 
General and administrative
   
10,110
     
9,570
 
                 
Total operating expenses
   
40,321
     
41,581
 
                 
Operating income
   
5,260
     
9,926
 
                 
Financial expenses, net
   
3,290
     
3,079
 
                 
Income before taxes
   
1,970
     
6,847
 
                 
Taxes on income
   
2,357
     
1,993
 
                 
Net income (loss)
 
$
(387
)
 
$
4,854
 
                 
Basic net income (loss) per share
 
$
(0.00
)
 
$
0.06
 
                 
Diluted net income (loss) per share
 
$
(0.00
)
 
$
0.06
 
                 
Weighted average number of shares used in computing basic net income (loss) per share
   
77,664,815
     
77,845,690
 
                 
Weighted average number of shares used in computing diluted net income (loss) per share
   
77,664,815
     
80,359,375
 
 
4

CERAGON NETWORKS LTD. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
U.S. dollars in thousands
 
   
Six months ended
June 30,
 
   
2016
   
2017
 
   
Unaudited
 
             
Net income (loss)
 
$
(387
)
 
$
4,854
 
Other comprehensive income:
               
                 
Change in foreign currency translation adjustment
   
886
     
150
 
                 
Cash flow hedges:
               
Change in net unrealized gains
   
51
     
1,524
 
Amounts reclassified from AOCI
   
77
     
156
 
                 
Net change
   
128
     
1,680
 
                 
Other comprehensive income, net
   
1,014
     
1,830
 
                 
Total of comprehensive income
 
$
627
   
$
6,684
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

5

 
CERAGON NETWORKS LTD. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. dollars in thousands (except share and per share data)

   
Ordinary shares
   
Share
capital
   
Additional
paid-in
capital
   
Treasury shares at cost
   
Accumulated other comprehensive income (loss)
   
Accumulated deficit
   
Total shareholders' equity
 
                                           
Balance as of January 1, 2016
   
77,636,864
     
214
   
$
408,174
   
$
(20,091
)
 
$
(8,616
)
 
$
(276,860
)
 
$
102,821
 
                                                         
  Exercise of options and RSU's
   
132,065
     
*) -
   
75
     
-
     
-
     
-
     
75
 
  Share-based compensation expense
   
-
     
-
     
1,071
     
-
     
-
     
-
     
1,071
 
    Other comprehensive income, net
   
-
     
-
     
-
     
-
     
768
     
-
     
768
 
    Net income
   
-
     
-
     
-
     
-
     
-
     
11,429
     
11,429
 
                                                         
Balance as of December 31, 2016
   
77,768,929
     
214
     
409,320
     
(20,091
)
   
(7,848
)
   
(265,431
)
   
116,164
 
                                                         
  Exercise of options and RSU's
   
174,638
     
*)  -
   
189
     
-
     
-
     
-
     
189
 
  Share-based compensation expense
   
-
     
-
     
619
     
-
     
-
     
-
     
619
 
    Other comprehensive income, net
   
-
     
-
     
-
     
-
     
1,830
     
-
     
1,830
 
    Net income
   
-
     
-
     
-
     
-
     
-
     
4,854
     
4,854
 
                                                         
Balance as of June 30, 2017 (unaudited)
   
77,943,567
     
214
   
$
410,128
   
$
(20,091
)
 
$
(6,018
)
 
$
(260,577
)
 
$
123,656
 

*)          Represent an amount lower than $1.
 
The accompanying notes are an integral part of the condensed consolidated financial statements.

6

CERAGON NETWORKS LTD. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
 
   
Six months ended
June 30,
 
   
2016
   
2017
 
   
Unaudited
 
Cash flow from operating activities:
           
             
Net income (loss)
 
$
(387
)
 
$
4,854
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
                 
Depreciation and amortization
   
4,976
     
4,574
 
Stock-based compensation expense
   
592
     
619
 
Decrease (increase) in trade and other receivables, net
   
30,503
     
(9,288
)
Decrease (increase) in inventory, net of write off
   
1,603
     
(10,555
)
Decrease in deferred tax asset, net
   
1,205
     
140
 
 Increase (decrease) in trade payables and accrued liabilities
   
(18,445
)
   
18,775
 
Increase (decrease) in deferred revenues
   
(4,934
)
   
1,018
 
Other adjustments
   
(108
)
   
(88
)
                 
Net cash provided by operating activities
   
15,005
     
10,049
 
                 
Cash flow from investing activities:
               
                 
Purchase of property and equipment
   
(3,608
)
   
(3,505
)
Investment in short-term bank deposits
   
(153
)
   
-
 
                 
Net cash used in investing activities
   
(3,761
)
   
(3,505
)
                 
Cash flow from financing activities:
               
                 
Proceeds from share options exercise
   
7
     
189
 
Repayment of bank loans
   
(13,472
)
   
(9,000
)
                 
Net cash used in financing activities
   
(13,465
)
   
(8,811
)
                 
Effect of exchange rate changes on cash
   
280
     
16
 
Decrease in cash and cash equivalents
   
(1,941
)
   
(2,251
)
Cash and cash equivalents at the beginning of the period
   
36,318
     
36,338
 
                 
Cash and cash equivalents at the end of the period
 
$
34,377
   
$
34,087
 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
7

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
 
NOTE 1:-
GENERAL

a.
Ceragon Networks Ltd. ("the Company") is a wireless backhaul specialist.  It provides wireless backhaul solutions that enable cellular operators and other wireless service providers to deliver voice and data services, enabling smart-phone applications such as internet browsing, social networking applications, image sharing, music and video applications. Its wireless backhaul solutions use microwave radio technology to transfer large amounts of telecommunication traffic between base stations and small-cells and the core of the service provider's network. The Company also provides wireless fronthaul solutions that use microwave technology for ultra-high speed, ultra-low latency communication between LTE/LTE-Advanced base band digital units stations and remote radio heads.

b.
The Company's solutions support all wireless access technologies, including LTE-Advanced, LTE, HSPA, EV-DO, CDMA, W-CDMA and GSM. The Company's systems also serve evolving network architectures including all-IP long haul networks.

c.
The Company sells its products through a direct sales force, systems integrators, distributors and original equipment manufacturers.

d.
The Company's wholly owned subsidiaries provide research and development, marketing, manufacturing, distribution, sales and technical support to the Company's customers worldwide.
 
NOTE 2:-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
a.
Interim Financial Statements

The accompanying consolidated balance sheet as of June 30, 2017, the consolidated statements of operations, the consolidated statements of comprehensive income and the consolidated statements of cash flows for the six months ended June 30, 2016 and 2017, as well as the statement of changes in shareholders' equity for the six months ended June 30, 2017, are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. In the management’s opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of June 30, 2017, as well as its results of operations and cash flows for the six months ended June 30, 2016 and 2017. The results of operations for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017.

8

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)

NOTE 2:-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The accompanying unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on April 7, 2017.

There have been no changes to the significant accounting policies described in the Annual Report on Form 20-F for the fiscal year ended December 31, 2016 that have had a material impact on the unaudited interim consolidated financial statements and related notes.

b.
Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company's management evaluates its estimates, including those related to accounts receivable, fair values and useful lives of intangible assets, fair values of stock-based awards, income taxes, and contingent liabilities, among others. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of the Company’s assets and liabilities.
 
c.
Impact of recently issued Accounting Standards:
 
In May 2014, the FASB issued a new standard related to revenue recognition. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard, including clarification on identifying performance obligations.

The guidance permits two methods of modification: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company elected to use the cumulative effect method of adoption.

The new standard will be effective for the Company beginning January 1, 2018.

The Company has made progress toward completing its evaluation of the potential changes from adopting this new standard on its financial reporting and disclosures. The Company has evaluated the impact of the standard on majority of its revenue streams and associated contracts. The Company formed an implementation work group and expects to complete the evaluation of the impact of the accounting and disclosure changes on its business processes, controls and systems throughout 2017, design any changes to such business processes, controls and systems, and implement the changes before the end of 2017.

9

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)

NOTE 2:-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Currently, the Company is analyzing the impact that the adoption of the standard will have on specific performance obligations and variable consideration transactions. In addition, incremental costs that are related to sales from contracts signed during the period would require capitalization. The Company also will consider if there is a significant financing component if the time between payment and delivery is more than one year.

The Company continues to assess all potential impacts under the new revenue recognition standard.
 
NOTE 3:-
INVENTORIES

   
December 31,
   
June 30,
 
   
2016
   
2017
 
         
Unaudited
 
             
Raw materials
 
$
7,651
   
$
9,781
 
Work in progress
   
232
     
484
 
Finished products
   
37,764
     
45,893
 
                 
   
$
45,647
   
$
56,158
 

During the six-month ended June 30, 2016 and 2017 the Company recorded inventory write-offs for excess inventory and slow moving inventory in a total amount of $ 2,156 and $ 2,912, respectively that have been included in cost of revenues.

NOTE 4:-
LOAN AND CREDIT LINES

In March 2013, the Company was provided with a revolving Credit Facility by four financial institutions, under which a sum of up to $ 40,200 in the form of bank guarantees and $ 73,500 in the form of loans was available. The agreement replaced all of the Company's previously existing credit facilities. Each portion of the Credit Facility was operated by its furnishing financial institution.

The Credit Facility was secured by a floating charge over all Company assets as well as several customary fixed charges on specific assets and subject to certain financial covenants.

Repayment could have been accelerated by the financial institutions in certain events of default including in insolvency events, failure to comply with financial covenants or an event in which a current or future shareholder acquires control (as defined under the Israel Securities Law) of the Company.

During 2014 and 2015 the Company amended its Credit Facility arrangements. The loan facility was reduced gradually to $ 50,000 and fewer financial covenants and interest rates and fees were adjusted. In addition, the Company was allowed to discount a Letter of Credit (LC) from one of its customers up to $ 54,000 which was in addition to the existing $ 20,000 receivables factoring limit.

In March 2016, the Company signed a further amendment to its agreement with the four financial institutions to extend the credit facility repayment date to March 31, 2017 (from June 30, 2016).

10

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)

NOTE 4:-
LOAN AND CREDIT LINES (Cont.)

In December 2016, the Company signed a further amendment to its agreement with the four financial institutions to increase the allowed discounting activities of LC receivables to $ 94,000.

In March 2017, the Company signed a further amendment to its agreement with the four financial institutions to extend the credit facility repayment date to March 31, 2018. One of the four banks had to terminate its participation in the agreement because of regulatory constraints and its share in the Credit Facility was re-distributed by the other three on a pro-rata basis. In addition, the credit facility for bank guarantees was increased to $ 50,200. Other changes adjusted the fees and interest spread to the same levels of the original agreement from March 2013.

As of June 30, 2017, the Company utilized $ 8,000 out of $ 50,000 of available credit lines. During the period ended on June 30, 2017, the credit lines carry interest rates in the range of Libor+3% and Libor+3.1%.

The credit agreement contains financial and other covenants requiring that the Company maintains, among other things, minimum shareholders’ equity value and financial assets, a certain ratio between our shareholders’ equity and the total value of our assets on our balance sheet and a certain ratio between our net financial debt to each of our working capital and accounts receivable. As of June 30, 2017, the Company met all of its covenants.
 
NOTE 5:-
FAIR VALUE MEASUREMENT
 
The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, short-term deposits, restricted cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses and other liabilities, approximate their fair value due to the short-term maturities of such instruments.
 
The following table present assets measured at fair value on a recurring basis as of June 30, 2017:

   
June 30, 2017
 
   
Fair value measurements
using input type
 
   
Level 2
   
Total
 
             
Derivatives instruments
 
$
1,478
   
$
1,478
 
                 
Total assets
 
$
1,478
   
$
1,478
 

11

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
 
NOTE 5:-
FAIR VALUE MEASUREMENT

The following table present liabilities measured at fair value on a recurring basis as of December 31, 2016:

   
Year ended
December 31, 2016
 
   
Fair value measurements
using input type
 
   
Level 2
   
Total
 
             
Derivatives instruments
 
$
(159
)
 
$
(159
)
                 
Total liabilities
 
$
(159
)
 
$
(159
)
 
NOTE 6:-
DERIVATIVE INSTRUMENTS

As of December 31, 2016, the Company had outstanding forward exchange contracts designated as a cash flow hedge for the acquisition of NIS 71,274 in consideration for $ 18,890 maturing in a period of up to one year.  As of June 30, 2017, the Company had outstanding forward exchange contracts designated as a cash flow hedge for the acquisition of NIS 69,307 in consideration for $ 18,495 maturing in a period of up to one year.

The Company also enters into forward exchange contracts to hedge a portion of its certain monetary items in the balance sheet, such as trade receivables and trade payables denominated in foreign currencies for a period of up to one month (the "Fair Value Hedging Program"). The purpose of the Company's Fair Value Hedging Program is to protect the fair value of the monetary assets from foreign exchange rates fluctuations. Gains and losses from derivatives related to the Fair Value Hedging Program are not designated as hedging instruments.

   
Gain recognized in Statements of Comprehensive income
     
Gain (loss) recognized
in consolidated statements of operations
 
   
Six months ended June 30,
 
Statement of
  Six months ended June 30,  
   
2017
 
Operations item
 
2016
   
2017
 
                     
Derivatives designated as hedging instruments:
                   
forward contract
 
$
1,424
 
Operating expenses
 
$
(77
)
 
$
(156
)
                           
Derivatives not designated as hedging instruments:
                         
Foreign exchange forward contracts
   
-
 
Financial expenses
   
(409
)
   
(1,374
)
                           
Total
 
$
1,424
     
$
(486
)
 
$
(1,530
)
 
12

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)

NOTE 6:-
DERIVATIVE INSTRUMENTS (Cont.)

      
December 31,
   
June 30,
 
 
Balance sheet
 
2016
   
2017
 
               
Derivatives designated as hedging instruments:
                 
Foreign exchange forward contracts
"Other account receivables and prepaid expenses"
 
$
21
   
$
1,424
 
 
"Other account payables and accrued expenses"
 
$
(277
)
 
$
-
 
 
"Other comprehensive income (loss)"
 
$
(256
)
 
$
1,424
 
                   
Derivatives not designated as hedging instruments:
                 
Foreign exchange forward contracts and other derivatives
"Other receivables and prepaid expenses"
 
$
176
   
$
124
 
 
"Other account payables and accrued expenses"
 
$
(79
)
 
$
(67
)
 
NOTE 7:-
COMMITMENTS AND CONTINGENT LIABILITIES

a.
Lease commitments:

The Company and its subsidiaries lease their facilities and motor vehicles under various operating lease agreements that expire on various dates. Aggregate minimum rental commitments under non-cancelable leases at June 30, 2017, were as follows:

Year ended December 31,
     
       
2017
   
2,645
 
2018
   
4,776
 
2019
   
4,094
 
2020
   
774
 
2021 and thereafter
   
181
 
     
12,470
 

Expenses for lease of facilities for the six months ended June 30, 2017 and 2016 were approximately $ 2,189 (unaudited) and $ 2,118, respectively.

Expenses for the lease of motor vehicles for the six months ended June 30, 2017 and 2016 were approximately $ 389 (unaudited) and $ 367, respectively.

13

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)

NOTE 7:-
COMMITMENTS AND CONTINGENT LIABILITIES (Co t.)

b.
During the six months ended June 30, 2016 and 2017, the Company received several grants from the Israeli Innovation Authority (“IIA”). The grants require the Company to comply with the requirements of the Research and Development Law, however, the Company is not obligated to pay royalties on sales of products based on technology or know how developed from the grants. In a case involving the transfer of technology or know how developed from the grants outside of Israel, the Company may be required to pay royalties related to past sales of products based on the technology or the developed know how. The Company recorded the IIA grants as a reduction of research and development expenses in the six months ended June 30, 2016 and 2017 in the amount of $ 1,575 and $ 937, respectively.

c.
Charges and guarantees:

As of June 30, 2017, the Company provided bank guarantees in an aggregate amount of $34,988 (which counts as part of its credit line) with respect to tender offer guarantees and performance guarantees to its customers.

d.
Litigations:

The Company is currently involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss.

On January 6, 2015 the Company was served with a motion to approve a purported class action, naming the Company, its Chief Executive Officer and its directors as defendants. The motion was filed with the District Court of Tel-Aviv. The purported class action alleges breaches of duties by making false and misleading statements in the Company's SEC filings and public statements. The Company filed its defense on June 21, 2015, and on October 22, 2015 the plaintiff filed a request for discovery of specific documents. The Company filed its response to the plaintiffs' request for discovery on January 25, 2016 and the plaintiffs submitted their response on February 24, 2016. On June 8, 2016, the District Court partially accepted the plaintiff's request for discovery, and ordered the Company to disclose some of the requested documents. The Company's request to appeal this decision was denied by the Supreme Court on October 25, 2016, and the Company disclosed the required documents to the plaintiff. The plaintiff filed his reply to the Company’s response to the motion by April 2, 2017. A preliminary hearing was held on May 22 2017, in the framework of which the court set dates for response to the Company’s abovementioned requests as well as dates for evidence hearings, which are due to take place on November 2 and 13, 2017.

In May 2017, the Company filed two requests: the first, requesting to dismiss the plaintiff’s response to the Company’s defense, or, alternatively, to allow the Company to respond to it; the second, to continue discussions with regards to the legal question of the governing law. On July 17, 2017, the court issued its decision in the first request, denying the requested dismissal of plaintiff’s response to the Company’s defense, but allowing the Company to respond to it; on July 29, the Court issued its decision in the second request, and denied it. The Company filed its response on September 18, 2017. The plaintiff seeks specified compensatory damages in a sum of up to $75,000,000, as well as attorneys’ fees and costs.

14

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)

NOTE 7:-
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

The initial procedure (i.e. until the District Court decides whether to approve the motion or to deny it) has been conducted for over two and a half years now. The Company is unable to estimate how long it is expected to last. The Company believes that the District Court should deny the motion. There is no assurance that the Company's position will be accepted by the District Court. In such case the Company may have to divert attention of its executives to deal with this class action as well as incur expenses that may be beyond its insurance coverage for such cases, which cause a risk of loss and expenditures that may adversely affect its financial condition and results of operations.

The Company believes it has strong defense claims and intends to vigorously defend its position. The Company cannot assess the outcome of this claim due its early stage. Therefore, the Company did not record a provision as of June 30, 2017.
 
NOTE 8:-
SHAREHOLDERS' EQUITY

a.
Ordinary shares

The ordinary shares of the Company entitle their holders to receive notice to participate and vote in general meetings of the Company, the right to share in distributions upon liquidation of the Company, and to receive dividends, if declared.

b.
Stock Options, Restricted Stock Units

In 2003, the Company adopted a share option plan (the "Plan"). Under the Plan, options and RSU’s may be granted to officers, directors, employees and consultants of the Company or its subsidiaries. The options vest primarily over four years. The options expire ten years from the date of grant. In December 2012, the Company extended the term of the Plan for an additional period of ten years.

Upon adoption of the Plan, the Company reserved for issuance 8,639,000 ordinary shares in accordance with the respective terms thereof. Any options or RSU’s, which are canceled or forfeited before the expiration date, become available for future grants. As of June 30, 2017, the Company has 1,644,014 Ordinary shares available for future grant under the Plan.

On September 6, 2010, the Company's board of directors amended the Plan so as to enable to grant Restricted share Units ("RSUs") pursuant to such Plan.

15

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
 
NOTE 8:-
SHAREHOLDERS' EQUITY (Cont.)

The following table summarizes the activities for the Company’s stock options and RSU’s for the six months ended June 30, 2017:
 
   
Number
of options and RSU’s
   
Weighted
average
exercise
price
   
Weighted average remaining contractual term
(in years)
   
Aggregate
intrinsic
value
 
                         
Outstanding at beginning of year
   
7,537,708
   
$
3.84
     
4.93
   
$
6,128
 
Granted
   
141,332
   
$
3.41
                 
Exercised
   
(174,638
)
 
$
1.02
                 
Forfeited or expired
   
(366,019
)
 
$
4.96
                 
                                 
Outstanding at end of the period
   
7,138,383
   
$
3.84
     
4.36
   
$
5,377
 
                                 
Options exercisable at end of the period
   
4,388,313
   
$
5.34
     
3.70
   
$
2,247
 
                                 
Vested and expected to vest
   
6,654,078
   
$
4.01
     
4.32
   
$
4,832
 
 
During the six months ended June 30, 2017, the Company's Board of Directors granted 141,332 options to employees and directors to purchase 141,332 Ordinary shares of the Company. The exercise prices for the options are from $ 2.43 to $ 3.68 per share, with vesting to occur in up to 4 years.

During the six months ended June 30, 2016 and 2017 the Company recorded share based compensation in total amount of $ 592 and $ 619, respectively.

During the year ended December 31, 2016, 72,832 options were exercised at a weighted average exercise price of $ 1.18. In addition, 59,233 Restricted Share Units (RSU’s) were exercised during the year.

During the six months ended June 30, 2017, 150,741 options were exercised at a weighted average exercise price of $ 1.19. In addition, 23,897 RSU’s were exercised during the period.

As of June 30, 2017, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $ 722, which is expected to be recognized over a weighted average period of approximately one year.

16

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
 
NOTE 9:-
GEOGRAPHIC INFORMATION

The following table presents the total revenues for the six months ended June 30, 2016 and 2017, allocated to the geographic areas in which it was generated:

   
Six months ended
June 30,
 
   
2016
   
2017
 
   
Unaudited
 
             
North America
 
$
20,213
   
$
17,782
 
Europe
   
21,480
     
18,189
 
Africa
   
9,321
     
7,494
 
Asia-Pacific and Middle East
   
15,512
     
24,940
 
India
   
29,358
     
77,210
 
Latin America
   
33,960
     
23,740
 
                 
   
$
129,844
   
$
169,355
 

Revenues are attributed to geographic areas based on the location of the end-users.

The following table presents the locations of the Company’s property and equipment as of December 31, 2016 and June 30, 2017:

   
December 31
   
June 30,
 
   
2016
   
2017
 
         
Unaudited
 
             
Israel
   
23,162
     
23,786
 
Others
   
4,398
     
4,491
 
                 
     
27,560
     
28,277
 
 
17