EX-99.1 4 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1

CERAGON NETWORKS LTD. AND SUBSIDIARIES

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2019

U.S. DOLLARS IN THOUSANDS

UNAUDITED

INDEX

 
Page
   
2 - 3
   
4
   
5
   
6
   
7
   
8 - 20



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

   
Note
   
December 31,
2018
   
June 30,
2019
 

             
Unaudited
 
ASSETS
                 
                   
CURRENT ASSETS:
                 
Cash and cash equivalents
       
$
35,581
   
$
29,041
 
Short - term bank deposits
         
515
     
-
 
Trade receivables (net of allowance for doubtful accounts of $ 4,327 and $ 3,746 at December 31, 2018 and June 30, 2019 (unaudited), respectively)
         
123,451
     
121,449
 
Other accounts receivable and prepaid expenses
         
12,135
     
13,783
 
Inventories
   
3
     
53,509
     
73,900
 
                         
Total current assets
           
225,191
     
238,173
 
                         
NON-CURRENT ASSETS:
                       
   Long-term bank deposits
           
504
     
29
 
   Deferred tax assets
           
7,476
     
6,236
 
   Severance pay and pension fund
           
5,096
     
5,574
 
   Property and equipment, net
           
33,613
     
35,009
 
   Intangible assets, net
           
6,576
     
7,670
 
   Other non-current assets
           
4,544
     
15,822
 
                         
Total non-current assets
           
57,809
     
70,340
 
                         
Total assets
         
$
283,000
   
$
308,513
 

The accompanying notes are an integral part of the unaudited interim consolidated financial statements

2

CERAGON NETWORKS LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands

   
Note
   
December 31,
2018
   
June 30,
2019
 
               
Unaudited
 
LIABILITIES AND SHAREHOLDERS' EQUITY
                 
                   
CURRENT LIABILITIES:
                 
                   
Trade payables
       
$
78,892
   
$
79,431
 
Deferred revenues
         
3,873
     
3,770
 
Short term loans
         
-
     
8,900
 
Other accounts payable and accrued expenses
         
27,256
     
26,385
 
                       
Total current liabilities
         
110,021
     
118,486
 
                       
LONG-TERM LIABILITIES:
                     
   Deferred tax liability
         
28
     
24
 
Accrued severance pay and pensions
         
9,711
     
10,053
 
Deferred revenues
         
-
     
6,265
 
Other long-term payables
         
3,672
     
9,926
 
                       
 Total long-term liabilities
         
13,411
     
26,268
 
                       
COMMITMENTS AND CONTINGENT LIABILITIES
   
6
                 
                         
SHAREHOLDERS' EQUITY:
   
8
                 
                         
Share capital:
                       
Ordinary shares of NIS 0.01 par value –
Authorized: 120,000,000 shares at December 31, 2018 and  June 30, 2019 (unaudited); Issued: 83,571,181 and 83,711,656 shares at December 31, 2018 and June 30, 2019 (unaudited), respectively; Outstanding: 80,089,658 and 80,230,133 shares at December 31, 2018 and June 30, 2019 (unaudited), respectively.
           
214
     
215
 
    Additional paid-in capital
           
415,408
     
416,835
 
Treasury shares at cost – 3,481,523 ordinary shares as of December 31, 2018 and June 30, 2019 (unaudited).
           
(20,091
)
   
(20,091
)
Accumulated other comprehensive loss
           
(9,208
)
   
(8,016
)
Accumulated deficits
           
(226,755
)
   
(225,184
)
                         
Total shareholders' equity
           
159,568
     
163,759
 
                         
Total liabilities and shareholders' equity
         
$
283,000
   
$
308,513
 

The accompanying notes are an integral part of the unaudited interim consolidated financial statements

3

CERAGON NETWORKS LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except per share data)

   
Six months ended
June 30,
 
   
2018
   
2019
 
   
Unaudited
 
             
Revenues
 
$
171,603
   
$
142,164
 
Cost of revenues
   
115,250
     
91,171
 
                 
Gross profit
   
56,353
     
50,993
 
                 
Operating expenses:
               
  Research and development, net
   
14,035
     
12,418
 
  Selling and marketing
   
20,931
     
19,583
 
  General and administrative
   
9,649
     
11,636
 
                 
Total operating expenses
   
44,615
     
43,637
 
                 
Operating income
   
11,738
     
7,356
 
                 
Financial expenses, net
   
4,680
     
2,939
 
                 
Income before taxes
   
7,058
     
4,417
 
                 
Taxes on income
   
1,762
     
2,532
 
Equity loss in affiliates
   
-
     
314
 
                 
Net income
 
$
5,296
   
$
1,571
 
                 
Basic net income per share
 
$
0.07
   
$
0.02
 
                 
Diluted net income per share
 
$
0.07
   
$
0.02
 
                 
Weighted average number of shares used in computing basic net income per share
   
78,155,810
     
80,153,038
 
                 
Weighted average number of shares used in computing diluted net income per share
   
80,457,636
     
82,192,544
 

The accompanying notes are an integral part of the unaudited interim consolidated financial statements

4

CERAGON NETWORKS LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
U.S. dollars in thousands

   
Six months ended
June 30,
 
   
2018
   
2019
 
   
Unaudited
 
             
Net income
 
$
5,296
   
$
1,571
 
Other comprehensive income (loss):
               
                 
Change in foreign currency translation adjustment
   
(1,018
)
   
63
 
                 
Cash flow hedges:
               
Change in net unrealized gains (losses)
   
(1,440
)
   
1,214
 
Amounts reclassified into net income
   
262
     
(85
)
Net change
   
(1,178
)
   
1,129
 
                 
Other comprehensive income (loss), net
   
(2,196
)
   
1,192
 
                 
Total of comprehensive income
 
$
3,100
   
$
2,763
 

The accompanying notes are an integral part of the unaudited interim consolidated financial statements

5

 
CERAGON NETWORKS LTD. AND SUBSIDIARIES

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, 2018
   
78,045,192
    $
214
   
$
410,817
   
$
(20,091
)
 
$
(7,171
)
 
$
(249,871
)
 
$
133,898
 
                                                         
  Exercise of options and vesting of RSU's
   
2,044,466
     
*
)
   
2,611
     
-
     
-
     
-
     
2,611
 
  Share-based compensation expense
   
-
     
-
     
1,980
     
-
     
-
     
-
     
1,980
 
Other comprehensive loss, net
   
-
     
-
     
-
     
-
     
(2,037
)
   
-
     
(2,037
)
Cumulative effect of adoption of ASC Topic 606
   
-
     
-
     
-
     
-
     
-
     
70
     
70
 
Net income
   
-
     
-
     
-
     
-
     
-
     
23,046
     
23,046
 
                                                         
Balance as of December 31, 2018
   
80,089,658
     
214
     
415,408
     
(20,091
)
   
(9,208
)
   
(226,755
)
   
159,568
 
                                                         
  Exercise of options and vesting of RSU's
   
140,475
     
1
     
255
     
-
     
-
     
-
     
256
 
  Share-based compensation expense
   
-
     
-
     
1,172
     
-
     
-
     
-
     
1,172
 
  Other comprehensive income, net
   
-
     
-
     
-
     
-
     
1,192
     
-
     
1,192
 
  Net income
   
-
     
-
     
-
     
-
     
-
     
1,571
     
1,571
 
                                                         
Balance as of June 30, 2019 (Unaudited)
   
80,230,133
    $
215
   
$
416,835
   
$
(20,091
)
 
$
(8,016
)
 
$
(225,184
)
 
$
163,759
 

*)          Represent an amount lower than $1.

The accompanying notes are an integral part of the unaudited interim consolidated financial statements

6

CERAGON NETWORKS LTD. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

   
Six months ended
June 30,
 
   
2018
   
2019
 
   
Unaudited
 
Cash flow from operating activities:
           
             
Net income
 
$
5,296
   
$
1,571
 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
                 
Depreciation
   
3,501
     
4,438
 
Stock-based compensation expense
   
1,032
     
1,172
 
Increase in trade and other receivables, net
   
(109
)
   
(10,188
)
Decrease (increase) in inventory, net of write off
   
7,049
     
(20,813
)
Decrease in deferred tax asset, net
   
410
     
1,236
 
 Increase (decrease) in trade payables and accrued liabilities
   
(10,237
)
   
9,463
 
Increase in deferred revenues
   
1,796
     
6,150
 
Other adjustments
   
(186
)
   
(136
)
                 
Net cash provided by (used in) operating activities
   
8,552
     
(7,107
)
                 
Cash flow from investing activities:
               
                 
Purchase of property and equipment, net
   
(3,957
)
   
(6,707
)
Purchase of intangible assets, net
   
(1,336
)
   
(2,792
)
Proceeds from bank deposits
   
-
     
920
 
                 
Net cash used in investing activities
   
(5,293
)
   
(8,579
)
                 
Cash flow from financing activities:
               
                 
Proceeds from exercise of stock options
   
374
     
256
 
Proceeds from bank credits and loans, net
   
-
     
8,900
 
                 
Net cash provided by financing activities
   
374
     
9,156
 
                 
Foreign currency translation adjustments on cash and cash equivalents
   
(112
)
   
(10
)
Increase (decrease) in cash and cash equivalents
   
3,521
     
(6,540
)
Cash and cash equivalents at the beginning of the period
   
25,877
     
35,581
 
                 
Cash and cash equivalents at the end of the period
 
$
29,398
   
$
29,041
 

The accompanying notes are an integral part of the unaudited interim consolidated financial statements

7

CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM 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.
Unaudited interim consolidated financial statements

The accompanying 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 consolidated financial position as of June 30, 2019, as well as its results of operations and cash flows for the six months ended June 30, 2018 and 2019. The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019.


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, inventory write-off, warranty provision, 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.

8

CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

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


c.
Significant accounting policies

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 1, 2019.

Other than the change described below (see note 2d), 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, 2018 that have had a material impact on the unaudited interim consolidated financial statements and related notes.


d.
Recently adopted accounting standards

1.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory.

The standard became effective for the Company beginning January 1, 2019. The adoption of the standard had material impact of the Company`s consolidated balance sheets due to the recognition of the ROU assets and lease liabilities related to the Company`s operating leases. The standard did not have a material impact on the Company`s results of operations or cash flows. See Note 7 “Leases” for details about the impact from adopting the new lease standard and other required disclosures.


2.
In August 2017, the FASB issued ASU No. 2017-12 (Topic 815) Derivatives and Hedging — Targeted Improvements to Accounting for Hedging Activities, which expands an entity's ability to hedge financial and nonfinancial risk components and amends how companies assess effectiveness as well as changes the presentation and disclosure requirements. The new standard is to be applied on a modified retrospective basis and is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company adopted the provisions of this update as of January 1, 2019 with no material impact on its consolidated financial statements.

9

CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

NOTE 3:-
INVENTORIES

   
December 31,
   
June 30,
 
   
2018
   
2019
 
             
Raw materials
 
$
15,065
   
$
16,227
 
Work in progress
   
374
     
783
 
Finished products
   
38,070
     
56,890
 
                 
   
$
53,509
   
$
73,900
 

During the six-month ended June 30, 2018 and 2019 the Company recorded inventory write-offs for excess inventory and slow-moving inventory in a total amount of $ 1,106 and $ 1,112, respectively that have been included in cost of revenues.

NOTE 4:-
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 presents assets (liabilities) measured at fair value on a recurring basis as of June 30, 2019:

   
June 30, 2019
 
   
Fair value measurements
using input type
 
   
Level 2
   
Total
 
             
Derivatives instruments
 
$
460
   
$
460
 
                 
Total assets
 
$
460
   
$
460
 

The following table presents assets (liabilities) measured at fair value on a recurring basis as of December 31, 2018:

   
December 31, 2018
 
   
Fair value measurements
using input type
 
   
Level 2
   
Total
 
             
Derivatives instruments
 
$
(1,028
)
 
$
(1,028
)
                 
Total liabilities
 
$
(1,028
)
 
$
(1,028
)

10

CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

NOTE 5:-
DERIVATIVE INSTRUMENTS

The Company enters into foreign currency forward and option contracts with financial institutions to protect against the exposure to changes in exchange rates of several foreign currencies that are associated with forecasted cash flows and existing assets and liabilities. The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

The fair value of derivative contracts in the unaudited consolidated balance sheets at June 30, 2019 and December 31, 2018 were as follows:

   
Other accounts receivable and prepaid expenses
   
Other accounts payable and accrued expenses
 
   
June 30, 2019
 
Derivatives designated as hedging instruments
           
Currency forward contracts
 
$
545
   
$
-
 
Derivatives not designated as hedging instruments
               
Currency forward and option contracts
 
$
54
   
$
139
 
                 
Total derivatives
 
$
599
   
$
139
 

   
Other accounts receivable and prepaid expenses
   
Other accounts payable and accrued expenses
 
   
December 31, 2018
 
Derivatives designated as hedging instruments
           
Currency forward contracts
 
$
3
   
$
587
 
Derivatives not designated as hedging instruments
               
Currency forward and option contracts
 
$
2
   
$
446
 
                 
Total derivatives
 
$
5
   
$
1,033
 

The notional amounts of outstanding derivative contracts in U.S. dollars at June 30, 2019 and December 31, 2018 were as follows:

   
December 31,
2018
   
June 30,
2019
 
Derivatives designated as hedging instruments
           
Currency forward contracts
 
$
37,398
   
$
18,757
 
Derivatives not designated as hedging instruments
               
Currency forward and option contracts
 
$
21,882
   
$
29,209
 
                 
Total derivatives
 
$
59,280
   
$
47,966
 

The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for forecasted transactions is up to 12 months.

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses from contracts that were not designated as hedging instruments are recognized in "financial income (expenses), net".

11

CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

NOTE 5:-
DERIVATIVE INSTRUMENTS (Cont.)

The effect of derivative contracts on the unaudited consolidated statements of operations for the six months ended June 30, 2019 and 2018 was as follows:

   
Six months ended June 30,
 
   
2018
   
2019
 
             
Operating income (expenses)
 
$
(262
)
 
$
85
 
Financial income (expenses)
 
$
1,076
   
$
(559
)

NOTE 6:-
COMMITMENTS AND CONTINGENT LIABILITIES


a.
Leases

See Note 7 “Leases” for lease related commitments as of June 30, 2019.


b.
During the six months ended June 30, 2018 and 2019, 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, 2018 and 2019 in the amount of $ 626 and $ 541, respectively.


c.
Charges and guarantees:

As of December 31, 2018, and June 30, 2019, the Company provided bank guarantees in an aggregate amount of $ 72,842 and $ 66,020, respectively, with respect to tender offer guarantees, financial guarantees, warranty guarantees and performance guarantees to its customers (including bank guarantee disclosed in Note 6d).


d.
In September 2018, the Company signed commercial agreements with Orocom, a new operator in Peru, to provide broadband connectivity in rural regions. The Peruvian Government (“Fitel”) chose Orocom for the deployment of transport and broadband access networks in three of six regions in Peru. Orocom is owned by a consortium of companies, comprising telecommunications license holders as well as companies with expertise in fiber-based technologies.

After signing the commercial agreements mentioned above and an operating agreement with Orocom and its shareholders, the Company provided, in the second quarter of 2018, bank guarantees amounting to $29.1 million, on behalf of Orocom to Fitel, to secure the return of a down payment to be received by Orocom, or part of it, in case Orocom fails to meet the down payment related obligations. These bank guarantees came into effect in July 2018, when a down payment of $29.1 million was received by Orocom. Orocom’s down payment related obligations include primarily meeting specifications and timelines as defined in the agreement between Orocom and Fitel, unless justified or otherwise agreed between these parties; using the funds provided by Fitel properly for the purpose of the project; and maintaining certain composition of shareholders in Orocom for at least three years. The Company’s bank guarantees may be gradually reduced as the network build-out process progresses. Should Orocom meet its down payment related obligations towards Fitel, the bank guarantees are expected to be returned to the Company on 2020.

12

CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

NOTE 6:-
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

Provisions of the operating agreement mentioned above, grant the Company certain protective rights in Orocom during the network build-out phase and until the bank guarantees are returned to the Company, as well as recovery rights against Orocom and its shareholders. These protective rights include, among others, two seats in Orocom’s board of directors that comprise half of the board seats; a requirement for receipt of consent by all board members to various decisions, including but not limited to, for the approval of any commitment exceeding one hundred thousand dollars; and full access to Orocom’s books and records and any other data, including audit rights. Based on the above, Orocom and its shareholders were defined as related companies.


e.
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 plaintiff seeks specified compensatory damages in a sum of up to $75,000 as well as attorneys’ fees and costs.

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 defense 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 above-mentioned requests as well as dates for evidence hearings. 

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, 2017, the Court issued its decision in the second request, and denied it. The Company filed its response on September 18, 2017.

On October 2, 2017, the plaintiff filed a request to summon two of the Company's officers (Company's Chairman, Mr. Zisapel and Company's Chief Executive Officer, Mr. Palti) to the upcoming evidence hearing. The Company filed its response on October 26, 2017; and the plaintiff filed its reply to Company's response.

The first evidence hearing took place on November 2, 2017, as scheduled. During the hearing the Company agreed to consider summoning to the second evidence hearing one of the abovementioned requested Company's officers, and on October 8, 2017 the Company filed a notice to the court that it agrees that Company's Chief Executive Officer will be summoned to the next evidence hearing. The second and final evidence hearing took place on January 8, 2018.

13

CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

NOTE 6:-
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

Summaries were filed by the plaintiff on March 21, 2018 and the Company filed its summaries on June 12, 2018. The plaintiff filed their reply summaries on September 5, 2018.

On October 4, 2018, an interim decision regarding dual listed companies, which corresponds with the Company’s arguments in this case, was rendered by the Supreme Court of Israel. This Supreme court decision upholds two recent rulings of District Court of Tel-Aviv (Economic Department), which determined that all securities litigation regarding dual listed companies should be decided only in accordance with US law (herein after: “Supreme Court Decision”).

In light of this, on October 15, 2018, the plaintiff asked from court to add a plea to his summaries. The court has approved plaintiff’s request and gave to the defendants the right to reply. In accordance, the Company’s response was submitted on December 4, 2018. Plaintiff’s reply to Company’s response was submitted on December 26, 2018.

On April 14, 2019 the court rendered a decision resolving that according to Supreme Court Decision, examination of the legal questions standing in the basis of the motion, should be based upon US law. Therefore, court allowed the plaintiff to amend its motion within 45 days, so that it would include an expert opinion regarding US law, and an argument regarding US law implementation in the specific circumstances. Court also decided that amendment of the motion is subject to plaintiff’s payment of 40,000 NIS to the Company.

The Company’s response to the amended motion is to be submitted 90 days after receiving the amended motion; plaintiff`s answer to Company’s response is to be submitted 30 days thereafter. At the request of the plaintiff and agreement of the Company, the court extended the last date in which the plaintiff may file the amended motion towards the end of September 2019.

The Company believes that the District Court should deny the motion. However, 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 arguments and in light of recent legal rulings regarding dual listed companies, and after the evidence hearings were conducted and summaries were submitted, the Company believes it is more likely than not, that the District Court will reject the motion for class action. Therefore, the Company did not record a provision as of June 30, 2019.

NOTE 7:-
LEASES

On January 1, 2019, the Company adopted Topic 842 and elected the available practical expedient to recognize the cumulative effect of initially adopting Topic 842 as an adjustment to the opening balance sheet of the period of adoption (i.e., January 1, 2019). The Company also elected the other available practical expedients and will not separate lease components from non-lease components, will not reassess whether contracts are or contain leases, lease classification, or initial direct costs for existing leases as of January 1, 2019. In addition, the Company elected not to apply the transition requirements for leases for which the lease term is less than 12 months. The consolidated balance sheets and results from operations for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under Topic 840.

14

CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

NOTE 7:-
LEASES (cont.)

The Company`s leases include offices and warehouses for its facilities worldwide, as well as car leases, which are all classified as operating leases. Certain leases include renewal options that are under the Company`s sole discretion. The renewal options were included in the ROU and liability calculation if it was reasonably certain that the Company will exercise the option.

The cumulative effect of the changes made to the balance sheet as of January 1, 2019 for the adoption of Topic 842 were as follows:

   
December 31,
2018
   
Adjustments
   
January 1,
2019
 
Other non-current assets
 
$
4,544
   
$
7,129
   
$
11,673
 
Other accounts payable and accrued expenses
 
$
(27,256
)
 
$
(4,952
)
 
$
(32,208
)
Other long-term payables
 
$
(3,672
)
 
$
(2,177
)
 
$
(5,849
)

The lease related accounts as of June 30, 2019 were as follows:

   
June 30, 2019
 
Other non-current assets
 
$
9,779
 
Other accounts payable and accrued expenses
 
$
(3,838
)
Other long-term payables
 
$
(6,133
)

The components of lease expense and supplemental cash flow information related to leases for the six months ended June 30, 2019 were as follows:

   
Six months
ended June 30,
2019
 
       
Components of lease expense
     
  Operating lease cost
 
$
2,667
 
  Short-term lease
 
$
39
 
Total lease expenses
 
$
2,706
 

   
Six months
ended June 30,
2019
 
       
Supplemental cash flow information
     
Cash paid for amounts included in the measurement of lease liabilities
 
$
2,819
 
         
Supplemental non-cash information related to lease liabilities arising from
       
obtaining ROU assets
 
$
          5,391
 

15

CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

NOTE 7:-
LEASES (cont.)

For the six months ended June 30, 2019, the weighted average remaining lease term is three years, and the weighted average discount rate is 3.51 percent. The discount rate was determined based on the estimated collateralized borrowing rate of the Company, adjusted to the specific lease term and location of each lease.

Maturities of lease liabilities as of June 30, 2019 were as follows:

2019 (remaining of the year)
 
$
2,750
 
2020
   
4,860
 
2021
   
1,077
 
2022
   
608
 
2023
   
382
 
2024 and thereafter
   
1,180
 
Total operating lease payments
   
10,857
 
Less: imputed interest
   
886
 
Present value of lease liability
 
$
9,971
 

Related party balances and transactions are with related companies and principal shareholder. The Company leases its offices in Israel from real estate holding companies controlled by Yehuda and Zohar Zisapel. Yehuda Zisapel is a principal shareholder of the Company and Zohar Zisapel is the Chairman of the Board of Directors of the Company. Yehuda and Zohar Zisapel are brothers who do not have a voting agreement between them. Jointly or severally, they are also founders, directors and principal shareholders of several other companies that are known as the RAD-BYNET group.

The leases of this facility will expire end of December 2020.

Transactions with related parties are as follows:

   
Six months ended
 
   
June 30,
   
June 30,
 
   
2018
   
2019
 
             
Rent and maintenance expenses
 
$
958
   
$
955
 


Balances with related parties are as follows:

   
December 31,
   
June 30,
 
   
2018
   
2019
 
             
Trade payables and accrued expenses
 
$
43
   
$
4
 

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.

16

CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

NOTE 8:-
SHAREHOLDERS' EQUITY (Cont.)


b.
Stock Options and Restricted share Units (“RSU's”) plans

In 2003, the Company adopted a share option plan (the "Plan"). Under the Plan and September 6, 2010 amendment 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 between six to 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. On June 14, 2018, the Company`s board of directors decided to reserve an additional amount of 1,600,000 ordinary shares under the plan. As of June 30, 2019, the Company has 1,166,665 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 RSU’s pursuant to such Plan.

The following table summarizes the activities for the Company’s stock options for the six months ended June 30, 2019:

   
Six months ended
June 30, 2019
 
   
Number
of options
   
Weighted
average
exercise
price
   
Weighted average remaining contractual term
(in years)
   
Aggregate
intrinsic
value
 
                         
Outstanding at beginning of year
   
6,751,606
   
$
3.99
     
3.47
   
$
7,937
 
Granted
   
228,822
     
3.57
                 
Exercised
   
(138,985
)
   
1.84
                 
Forfeited or expired
   
(290,082
)
   
5.14
                 
                                 
Outstanding at end of the period
   
6,551,361
   
$
3.99
     
3.19
   
$
4,172
 
                                 
Options exercisable at end of the period
   
4,542,841
   
$
4.52
     
2.60
   
$
3,237
 
                                 
Vested and expected to vest
   
6,246,178
   
$
4.03
     
3.11
   
$
4,078
 

The weighted average fair value of options granted during the six months ended June 30, 2019 and 2018 were $1.57 and $2.13, respectively.

17


CERAGON NETWORKS LTD. AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM 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 RSUs for the six months ended June 30, 2019:

   
Number of RSUs
   
Aggregate intrinsic
value
 
             
Unvested at beginning of year
   
376,811
   
$
1,424
 
Granted
   
20,000
         
Vested
   
(1,713
)
       
Forfeited
   
(15,959
)
       
                 
Unvested at end of period
   
379,139
   
$
1,111
 
                 
Vested and expected to vest
   
284,615
   
$
834
 

The weighted average fair value at grant date of RSUs granted for the six months ended June 30, 2019 was $3.84. RSUs were not granted during the six months ended June 30, 2018.

As of June 30, 2019, the total unrecognized estimated compensation cost related to non-vested stock options and RSU`s granted prior to that date was $ 1,560, which is expected to be recognized over a weighted average period of approximately one year.

The following table sets forth the total share-based compensation expenses included in the consolidated statements of operations for the six months ended June 30, 2019 and 2018:

   
Six months ended
June 30,
 
   
2018
   
2019
 
             
Cost of revenues
   
18
     
31
 
Research and development
   
127
     
201
 
Selling and marketing
   
286
     
382
 
General and administrative
   
601
     
558
 
                 
Total share-based compensation expense
 
$
1,032
   
$
1,172
 

NOTE 9:-       REVENUES

The Company recognizes contract liabilities, or deferred revenues, when it receives advance payments from customers before performance obligations have been performed. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period.

18


CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

NOTE 9:-       REVENUES (Cont.)

The following table presents the changes in deferred revenues balance during the six months ended June 30, 2019:

   
Six months ended
June 30, 2019
 
       
Balance, beginning of the period
 
$
3,873
 
New performance obligations
   
8,770
 
Reclassification to revenue as a result of satisfying performance obligations
   
(2,608
)
         
Balance, end of the period
   
10,035
 
Less: long-term portion of deferred revenue
   
6,265
 
Current portion, end of period
 
$
3,770
 

Remaining performance obligations represent contracted revenues that have not yet been recognized, which includes deferred revenues and non-cancelable contracts that will be recognized as revenue in future periods. The following table represents the remaining performance obligations as of June 30, 2019, which are expected to be satisfied and recognized in future periods:

   
Remaining 2019
   
2020
   
2021 and thereafter
 
Unsatisfied performance obligations
 
$
16,114
   
$
10,330
   
$
6,265
 


The Company elected to apply the optional exemption under ASC 606 paragraph 10-50-14(a) not to disclose the remaining performance obligations that relate to contracts with an original expected duration of one year or less for which deferred revenues have not been recorded yet.

NOTE 10:-     GEOGRAPHIC INFORMATION

The following table presents the total revenues for the six months ended June 30, 2018 and 2019, allocated to the geographic areas in which it was generated. Revenues are attributed to geographic areas based on the location of the end-users.

   
Six months ended
June 30,
 
   
2018
   
2019
 
       
North America
 
$
17,373
   
$
25,166
 
Europe
   
19,553
     
20,997
 
Africa
   
5,560
     
16,741
 
Asia-Pacific and Middle East
   
23,233
     
25,486
 
India
   
80,281
     
17,662
 
Latin America
   
25,603
     
36,112
 
                 
   
$
171,603
   
$
142,164
 

19


CERAGON NETWORKS LTD. AND SUBSIDIARIES

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

NOTE 10:-     GEOGRAPHIC INFORMATION (Cont.)

The following table presents the locations of the Company’s property and equipment as of December 31, 2018 and June 30, 2019:

   
December 31
   
June 30,
 
   
2018
   
2019
 
             
Israel
 
$
28,494
   
$
29,553
 
Others
   
5,119
     
5,456
 
                 
   
$
33,613
   
$
35,009
 

20