UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31 , 2021
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report..........................................
For the transition period from ____________ to ____________
Commission File Number 001-33129
(Exact Name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
VP Legal Affairs & General Counsel
Allot Ltd.
Tel/Fax: +972 (9) 762-8419
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or ordinary shares as of December 31, 2021:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Non-accelerated filer ☐
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on the attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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International Financial Reporting
Standards as issued by the
International Accounting Standards Board ☐
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Other ☐
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
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TABLE OF CONTENTS
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7 | |
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7 | |
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A. [Reserved] |
7 |
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B. Capitalization and Indebtedness |
7 |
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C. Reasons for Offer and Use of Proceeds |
7 |
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D. Risk Factors |
7 |
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32 | |
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A. History and Development of Allot |
32 |
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B. Business Overview |
32 |
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C. Organizational Structure |
41 |
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D. Property, Plant and Equipment |
41 |
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42 | |
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42 | |
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A. Operating Results |
42 |
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B. Liquidity and Capital Resources |
48 |
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C. Research and Development, Patents and Licenses |
49 |
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D. Trend Information |
50 |
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E. Critical Accounting Estimates |
50 |
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54 | |
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A. Directors and Senior Management |
54 |
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B. Compensation of Officers and Directors |
58 |
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C. Board Practices |
61 |
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D. Employees |
67 |
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E. Share Ownership |
68 |
| 70 | |
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A. Major Shareholders |
70 |
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B. Record Holders |
71 |
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C. Related Party Transactions |
71 |
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D. Interests of Experts and Counsel |
72 |
| 72 | |
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A. Consolidated Financial Statements and Other Financial Information.
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72 |
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B. Significant Changes |
73 |
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| 73 | |
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A. Share Capital |
73 |
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B. Memorandum and Articles of Association |
73 |
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C. Material Contracts |
77 |
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D. Exchange Controls |
77 |
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E. Taxation |
78 |
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F. Dividends and Paying Agents |
88 |
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G. Statement by Experts |
88 |
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H. Documents on Display |
88 |
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I. Subsidiary Information |
88 |
| 88 | |
| 89 |
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A. Material Modifications to the Rights of Security Holders
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89 |
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B. Use of Proceeds |
89 |
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| 90 | |
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90 | |
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| 91 | |
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91 | |
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92 | |
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5
PRELIMINARY NOTES
Terms
As used herein, and unless the context suggests otherwise, the terms “Allot,”
“Company,” “we,” “us” or “ours” refer to Allot Ltd.
Cautionary Note Regarding Forward-Looking Statements
In addition to historical facts, this annual report on Form 20-F contains forward-looking
statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), Section
21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections
about future events. Forward-looking statements include information concerning our possible or assumed future results of operations, business
strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities
and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified
by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“projects,” “should,” “will,” “would” or similar expressions that convey uncertainty of
future events or outcomes and the negatives of those terms. These statements include but are not limited to:
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statements regarding projections of capital expenditures; |
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statements regarding competitive pressures; |
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statements regarding expected revenue growth; |
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statements regarding the expected growth in demand of our products; |
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statements regarding trends in mobile networks, including the development of a digital lifestyle, over-the-top applications, the
need to manage mobile network traffic and cloud computing, among others; |
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statements regarding our ability to develop technologies to meet our customer demands and expand our product and service offerings;
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statements regarding the acceptance and growth of our services by our customers; |
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statements regarding the expected growth in the use of particular broadband applications; |
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statements as to our ability to meet anticipated cash needs based on our current business plan; |
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statements as to the impact of the rate of inflation and the political and security situation on our business; |
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statements regarding the price and market liquidity of our ordinary shares; |
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statements as to our ability to retain our current suppliers and subcontractors; and |
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statements regarding our future performance, sales, gross margins, expenses (including share-based compensation expenses) and cost
of revenues. |
These statements may be found in the sections of this annual report on Form 20-F entitled
“ITEM 3: Key Information—Risk Factors,” “ITEM 4: Information on Allot,” “ITEM 5: Operating and Financial
Review and Prospects,” “ITEM 10: Additional Information—Taxation—United States Federal Income Taxation—Passive
Foreign Investment Company Considerations” and elsewhere in this annual report, including the section of this annual report entitled
“ITEM 4: Information on Allot—Business Overview—Overview” and “ITEM 4: Information on Allot—Business
Overview—Industry Background,” which contain information obtained from independent industry sources. Actual results could
differ materially from those anticipated in these forward-looking statements due to various factors, including all the risks discussed
in “ITEM 3: Key Information—Risk Factors” and elsewhere in this annual report.
All forward-looking statements in this annual report reflect our current views about
future events and are based on assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially
from future results expressed or implied by the forward-looking statements. Many of these factors are beyond our ability to control or
predict. You should not put undue reliance on any forward-looking statements. Unless we are required to do so under U.S. federal securities
laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
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PART I
ITEM 1: Identity of Directors,
Senior Management and Advisers
Not applicable.
ITEM 2: Offer Statistics and
Expected Timetable
Not applicable.
ITEM 3: Key Information
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A. |
[Reserved] |
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B. |
Capitalization and Indebtedness |
Not applicable.
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C. |
Reasons for Offer and Use of Proceeds |
Not applicable.
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D. |
Risk Factors |
Summary
of Risk Factors
Our
business involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with the
financial and other information contained in this annual report and our other filings with the U.S. Securities and Exchange Commission
(the “SEC”). If any of the following risks actually occurs, our business, financial condition and results of operations would
suffer. In this case, the trading price of our ordinary shares would likely decline and you might lose all or part of your investment.
This report also contains forward-looking statements that involve risks and uncertainties. Our results of operations could materially
differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below
and elsewhere in this report and our other filings with the SEC. These risks are not the only ones we face. Additional risks that we currently
do not know about or that we currently believe to be immaterial may also impair our business operations.
Below
is a high-level overview of the risks that we and those in our industry face, and is intended to enhance the readability and accessibility
of our disclosures. These risks include, but are not limited to:
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disruptions caused by external factors, including health epidemics such as the recent coronavirus (COVID-19) pandemic; |
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general economic and business conditions, which may affect demand for our technology and solutions; |
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the effects of fluctuations in currency on our results of operation and financial condition; |
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our ability to achieve profitability, such as through keeping pace with advances in technology and achieving market acceptance and
increasing the functionality of our products and offering additional features and products; |
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our ability to increase sales of Allot Secure products; |
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the impacts of new market and technology trends on our enterprise market; |
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the impact of the telco operator’s Go To Market strategy and implementation efforts, on the success of a Revenue Share deal
of our Security-as-a-service (“SECaaS”) Solution; |
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our reliance on our network intelligence solutions for significant revenues; |
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impacts to our revenues and operational risk as a result of making sales to large service providers; |
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technological risks, including network encryption, live network failures and software or hardware errors; |
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our ability to retain and recruit key personnel and maintain satisfactory labor relations; |
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supply chain interruption and the ability, and lead time, of our suppliers to provide certain hardware due to the global semiconductor
shortage; |
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our dependence on third parties for products that make up a material portion of our business; |
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the ability of our suppliers to provide, or refusal of our customers to implement, the single or limited sources from which certain
hardware and software components for our products are made; |
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sales disruptions or costs arising from a loss of rights to use the third-party solutions we integrate with our products; |
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our ability to comply with international regulatory regimes wherever we conduct business, including governmental requirements and
initiatives related to the telecommunication industry and data privacy; |
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potential misuse of our products by governmental or law enforcement customers; |
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risks related to our proprietary rights and information, including our ability to protect the intellectual property embodied in our
technology, to defend against third-party infringement claims, and protect our IT systems from disruptions; |
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risks related to our ordinary shares, including volatile share prices and tax consequences for U.S. shareholders; |
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our status as a foreign private issuer and related exemptions with respect thereto; |
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exposure to unexpected or uncertain tax liabilities or consequences as a result of changes to fiscal and tax policies; |
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conditions and requirements as a result of being incorporated in Israel, including economic volatility and obligations to perform
military service; |
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costs and business impacts of complying with the requirements of the Israeli government grants received for research and development
expenditures; |
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costs and business impacts of litigation and other legal and regulatory proceedings encountered in the course of business;
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our ability to successfully identify, manage and integrate acquisitions; and |
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other factors as described in the section below. |
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Economic
and External Risks
We
face risks related to health epidemics and other widespread outbreaks of contagious disease, including the COVID-19 pandemic, which could
significantly disrupt our operations and materially negatively impact our financial results.
The ongoing COVID-19
pandemic and the extent to which it may have a material and adverse effect on our business operations is still uncertain and difficult
to predict with any degree of confidence. The pandemic and any preventative or protective measures that governments, other third parties
or we took previously or may take in the future in response to the pandemic could result in economic, financial and business disruptions
and reduced operations. These measures could continue to include disruptions or restrictions on our ability to travel, temporary closures
of the facilities of our suppliers, supply chain disruption, customers or sales channels, negative effects on the health of our management
and employees and uncertainty and volatility in the global financial markets. Countries around the world, including those jurisdictions
in which we operate, have imposed quarantines, business shutdowns and travel and other restrictions.
Any significant disruption
of our business, or that of our suppliers, customers or sales channels could cause significant delays until we, our suppliers, customers
or sales channels are able to resume normal business operations, and would likely negatively impact our sales and profitability, including
among other things with regard to the timely and successful performance and implementation of transactions that contribute materially
to our anticipated revenues. While we have re-opened some of our offices in some countries, we may have to close those offices once again
if an outbreak recurs in the geographic locations of those offices. We are unsure as to how long offices will remain closed in locations
where outbreaks continue to occur, although we believe that most of our employees are able to work remotely in an effective way. Although
we are monitoring the situation, we cannot predict whether, for how long, or the extent to which the pandemic and pandemic containment
efforts may disrupt our supply chain and/or operations. The ultimate geographic spread and severity of the disease; the duration of the
outbreak or future outbreaks; the effectiveness of vaccinations to prevent the contraction and spread of the virus; the travel restrictions
and the implementation of social distancing and ultimately the resulting impact on the global economy and our results of operations will
depend on future developments, which are highly uncertain and cannot be predicted.
Unfavorable
or unstable economic conditions in the markets in which we operate could have a material adverse effect on our business, financial condition
or operating results.
In recent years, economies
worldwide have demonstrated instability, and COVID-19 has served to markedly increase instability and volatility in the global markets.
Negative economic conditions in the global economy or certain regions such as the European Market, from which we derived 40% of our revenues
in 2021, could cause a decrease in spending on the types of products and services that we offer.
Additionally, if the
worldwide economy remains unstable or further deteriorates, enterprises, telecommunication carriers and service providers in affected
regions may significantly reduce or postpone capital investments, which could result in reductions in sales of our products or services,
longer sales cycles, slower adoption of new technologies and increased price competition in such regions. Such circumstances would have
a material adverse effect on our results of operations and cash flows.
Further, because a substantial
portion of our operating expenses consists of salaries, we may not be able to reduce our operating expenses in line with any reduction
in revenues and, therefore, may not be able to continue to generate increased revenues and manage our costs to achieve profitability.
The
global semiconductor chip shortage could delay or disrupt the ability of our suppliers to manufacture and deliver certain hardware that
is necessary to our operations.
The global semiconductor
chip supply shortage has had, and continues to have, wide-ranging effects across our industry. The shortage has been reported since early
2021 and has caused challenges in the manufacturing industry and impacted our supply chain and production as well. Our ability to source
the components that use semiconductor chips may be adversely affected in the future. Component delivery lead times are expected to increase,
which may cause delays in our production and increase the cost to obtain components with available semiconductor chips. To the extent
this semiconductor chip shortage continues, we may experience delays, increased costs, and an inability to fulfill engineering design
changes or customer demand, each of which could adversely impact our results of operations.
9
Our
international operations expose us to the risk of fluctuations in currency exchange rates.
Our revenues are generated
primarily in U.S. dollars and a major portion of our expenses are denominated in U.S. dollars. As a result, we consider the U.S. dollar
to be our functional currency. A significant portion of our revenues are also generated in Euros. Other significant portions of our expenses
are denominated in Israeli shekel (ILS) and, to a lesser extent, in Euros and other currencies. Our ILS-denominated expenses consist principally
of salaries and related personnel expenses. We anticipate that a material portion of our expenses will continue to be denominated in ILS.
In the past years, we have experienced material fluctuations between the ILS and the U.S. dollar and we anticipate that the ILS will continue
to fluctuate against the U.S dollar in the future. In 2021, the ILS appreciated by approximately 3.4% against the U.S. dollar and in 2020
the ILS appreciated by approximately 7.6% against the U.S. dollar. In 2021, the Euro depreciated by approximately 7.7% against the U.S.
dollar, and in 2020 the Euro appreciated by approximately 9.3% against the U.S. dollar. As the U.S dollar weakens against the ILS, we
are exposed to negative impact on our results of operations. Moreover, if the U.S. dollar strengthens against the Euro, our results of
operations generated by revenue in the EUR may be negatively impacted.
We translate sales and
other results denominated in foreign currency into U.S. dollars for our financial statements. During periods of a strengthening dollar,
our reported international sales and earnings could be reduced because foreign currencies may translate into fewer U.S. dollars.
We use derivative financial
instruments, such as foreign exchange forward contracts, in an effort to mitigate the risk of changes in foreign exchange rates on forecasted
cash flows. We may not purchase derivative instruments adequately to insulate ourselves from foreign currency exchange risks. Volatility
in the foreign currency markets may make hedging our foreign currency exposures challenging. In addition, because a portion of our revenue
is not earned in U.S. dollars, fluctuations in exchange rates between the U.S. dollar and the currencies in which such revenue is earned
may have a material adverse effect on our results of operations and financial condition. We could be adversely affected when the U.S.
dollar strengthens relative to the local currency between the time of a sale and the time we receive payment, which would be collected
in the devalued local currency. Accordingly, if there is an adverse movement in one or more exchange rates, we might suffer significant
losses and our results of operations may otherwise be adversely affected. Uncertainty in global market conditions has resulted in and
may continue to cause significant volatility in foreign currency exchange rates which could increase these risks. As our international
operations expand, our exposure to these risks also increases.
Our
operations in Ukraine and Belarus are subject to geopolitical conditions beyond our control.
Certain parts of our
business are subject to economic, market, public health, and geopolitical conditions beyond our control. For example, we have engaged
with two subcontractors in Ukraine and Belarus to support our research and development activities. The impact of the current war in Ukraine
and sanctions on Belarus on the operations of our subcontractors is unknown at this time. However, we may experience interruptions or
delays in the services they provide to us as a result. The imposition of sanctions on Belarus may limit or prevent our ability to conduct
research and development work with contract personnel in Belarus.
Risks
Related to our Business and Results of Operations
We
have a history of losses and may not be able to achieve or maintain profitability in the future.
We have a history of
net losses in all fiscal years since our inception, other than in 2006 and 2011. We had a net loss of $15 million in 2021 and $9.3 million
in 2020. In the future, we intend to continue to invest significantly in research and development and sales and marketing, which we believe
will contribute to our future growth. We can provide no assurance that we will be able to achieve or maintain profitability, and we may
incur losses in the future if we do not generate sufficient revenues.
10
Our
future growth and prospects depend significantly on our ability to grow revenues from the recurring revenue share Security-as-a-service
offering.
We generated 3% of our
revenues in 2021 and 1% of our revenues in 2020 from our SECaaS offering. We will need to expand the number of recurring security revenue
deals and the end user penetration within existing customers to achieve the goals that we have set for our business. This will involve
a number of steps. Initially, we need to persuade Communication Service Providers (“CSPs”) as to the benefits that Allot Secure
can offer them in terms of driving additional revenue. Those CSPs, with our support, will then need to persuade their customers, consumers
and small and medium-sized businesses, to subscribe for security services. We expect that we will need to demonstrate the value that our
services offer and add new features to retain customers in the face of competition. We face significant challenges in growing our security
business and our failure to do so would adversely impact our future growth and prospects.
Our
revenues and business may be adversely affected if we do not effectively compete in the markets in which we operate, or expand into new
markets.
We compete against large
companies in a rapidly evolving and highly competitive sector of the networking technology and security markets, which offer, or may offer
in the future, competing technologies, including partial or alternative solutions to operators’ and enterprises’ challenges,
and which, similarly to us, intensely pursue the largest service providers (referred to as Tier 1 operators) as well as large enterprises.
Our ability to effectively compete in these markets may be limited since our competitors may have greater financial resources, significant
market share and established relationships with operators and distribution channels.
Our Deep Packet Inspection
(DPI) technology enabled offerings face significant competition from router and switch infrastructure companies that integrate functionalities
into their platforms, addressing some of the same types of issues that our products are designed to address.
Our security products
are offered to operators and are deployed in their networks, enabling them to provide security services to their end customers. Such products
face significant competition from companies that directly offer to end customers security applications to be installed on their devices;
companies that approach that directly offer cloud security products to the business enterprise sector through distribution channels; and
companies that offer security products bundled with other products. By offering our security products to operators that provide security
services to both business enterprises and individual end customers, we aim to expand the reach of our products. However, this business
model may prove to be slower to market or less effective than our competitors’ models, in which case our business and growth prospects
may be harmed.
Certain of our current
direct competitors are substantially larger than we are and have significantly greater financial, sales and marketing, technical, manufacturing
and other resources. As the intelligent broadband solutions market has grown, including the markets for DPI enabled solutions for mobile
networks and for security products, new competitors have entered and may continue to enter the market. Furthermore, our market is subject
to industry consolidation, as companies attempt to maintain or strengthen their positions in our evolving industry. Some of our current
and potential competitors have made acquisitions or have announced new strategic alliances designed to position them to provide many of
the same products and services that we provide to both the service provider and enterprise markets, such as Procera’s acquisition
of Sandvine.
If our competitors announce
new products, services or enhancements that better meet the needs of customers or changing industry requirements, offer alternative methods
to achieve customer objectives or implement faster go to market strategies, if our business model proves less effective than those of
our competitors, if new competitors enter the market, or if industry consolidation results in stronger competitors with wider range of
product offerings and greater financial resources, our ability to effectively compete may be harmed, which could have a material adverse
effect on our business, financial condition or results of operations.
11
In addition to enhancing
our presence in existing markets, we will need to continue to expand our global reach to enter new markets and build local delivery and
support teams to serve customers in new territories.
Our
revenues and business will be harmed if we do not keep pace with changes in broadband applications, network security threats and with
advances in technology, or if we do not achieve widespread market acceptance, including through significant investments.
We will need to invest
heavily in the continued development of our technology in order to keep pace with rapid changes in applications, increased broadband network
speeds, network security threats and with our competitors’ efforts to advance their technology. Our ability to develop and deliver
effective product offerings depends on many factors, including identifying our customers’ needs, technical implementation of new
services and integration of our products with our customers’ existing network infrastructure. While we plan to continue introducing
innovative products, we cannot provide any assurance that new products we introduce will achieve the level of market acceptance that we
target. Designers of broadband applications and distributors of various network security threats that our products identify, manage or
mitigate are using increasingly sophisticated methods to avoid detection and management and/or mitigation by network operators.
Even if our products
successfully identify a particular application, it is sometimes necessary to distinguish between different types of traffic belonging
to a single application. Accordingly, we face significant challenges in ensuring that we identify new applications and new versions of
current applications as they are introduced, without impacting network performance, especially as networks become faster. This challenge
is increased as we seek to expand sales of our products to new geographic territories because the applications vary from country to country
and region to region.
The network equipment
market is characterized by rapid technological progress, frequent new product introductions, changes in customer requirements and evolving
industry standards. To compete, we need to achieve widespread market acceptance. Alternative technologies could achieve widespread market
acceptance and displace the technology on which we have based our product architecture. Our business and revenues will be adversely affected
if we fail to develop enhancements to our products, in order to keep pace with changes in broadband applications, network security threats
and advances in technology. We can give no assurance that our technological approach will achieve broad market acceptance or that other
technology or devices will not supersede our technology and products.
Additionally, as the
adoption of 5G continues to expand, we will need to adapt the functionality of our products to comply with the design and standards prescribed
by the 3rd Generation Partnership Project (the 3GPP Organization), which is responsible for the industry standardization effort and requires
significant investment. Our business may be affected if we are unable to adapt our existing products in a quick and timely manner or successfully
develop and introduce solutions supporting 5G networks. In addition, in 4G/LTE networks, Allot provides a Traffic Detection Function (TDF)
element of the core network. According to the recent network design specifications, published by the 3GPP Organization, in 5G networks
this TDF function will be merged within the User Plane Function (UPF), which is provided by major NEP (Network Equipment Provider) competitors.
This change in network architecture may jeopardize Allot’s ability to sell a standalone TDF function, which may have a material
adverse impact on our business and financial results.
Our
revenues and business from the enterprise market may be adversely affected by new market and technology trends, including SD-WAN and the
transition to 5G networks.
Our business from the
enterprise market may depend on new market and technology trends. For example, some enterprises are starting to implement a new network
architecture, enabled by Software Defined Wide Area Networking (SD-WAN) technology, in which some data traffic is sent from remote offices
of the enterprise directly to the public cloud services. In such designs, Allot’s products deployed at the central location of the
enterprise will have less traffic capacity to manage and will provide only partial visibility into the enterprise’s traffic. This
may erode the value provided by Allot’s solutions and reduce amount of revenues derived from the enterprise market. Additionally,
some enterprises might decide to outsource their network operation to a public cloud, which would diminish the need for Allot’s
products.
12
Our
revenues and business may be adversely affected due to decline in revenues and profits of CSPs.
A substantial amount
of our revenues are currently generated from CSPs. Many of these CSPs are facing declining revenues and profits due to commoditization
of the voice and data services they provide and limited success in introduction of the new services for the consumers and may not be able
to continue to purchase our products and services for the prices we charge or will be unable to purchase these products and services entirely.
The outcome of such could result in a decline in our revenues and profits and adversely affect our business.
We
depend on our network intelligence solutions for the substantial majority of our revenues.
In the past few years,
we have increased sales of our security products. However, sales of our network intelligence solutions, which provide service providers
and governmental customers with visibility and control of their networks, continue to account for a major portion of our revenues, and
accounted for 72% of our total revenue in 2021. If we are unable to increase these sales, or compensate for them by sales of security
products, our business will suffer. In addition, service providers may choose embedded or integrated solutions using routers and switches
from larger networking vendors over a standalone solution that we offer. Any factor adversely affecting our ability to sell, or the pricing
of or demand for, our network intelligence solutions would severely harm our ability to generate revenues and could have a material adverse
effect on our business.
We
depend on one or more significant customers and the loss of any such significant customer or a significant decrease in business from any
such customer could harm our results of operations.
The revenues derived
from our largest customer in each of the past three years were 11%, 43% and 16% of our total revenues in 2021, 2020 and 2019, respectively.
The revenues derived from our second largest customer amounted to 9%, 11% and 11% of our total revenues for 2021, 2020 and 2019, respectively.
The revenues from our largest customer in 2020 were for a one-time delivery of products, including AllotSmart products and related services,
which will not recur in subsequent years, although will generate some ongoing maintenance revenues. In addition, revenues from individual
customers may fluctuate from time to time based on the timing and the terms under which orders are received and the duration of the delivery
and implementation of such orders, potentially resulting in decreases in revenues from such customers. The loss of any significant customer
or a significant decrease in business from any such customer could have a material adverse effect on our revenues, results of operations
and financial condition.
Sales
of our products to large service providers can involve a lengthy sales cycle, which may impact the timing of our revenues and result in
us expending significant resources without making any sales.
Our sales cycles to large
service providers, including carriers, mobile operators and cable operators, are generally lengthy because these end-customers consider
our products to be critical equipment and undertake significant testing to assess the performance of our products within their networks.
Furthermore, many of our product and service arrangements with our customers provide that the final acceptance of a product or service
may be specified by the customer. As a result, we often invest significant time from initial contact with a large service provider until
it decides to incorporate our products into its network, and we may not be able to recognize the revenue from a customer until the acceptance
criteria have been satisfied. We may also expend significant resources in attempting to persuade large service providers to incorporate
our products into their networks without success. Even after deciding to purchase our products, the initial network deployment of our
products by a large service provider may last up to one year and in certain exceptional instances up to two years. If a competitor succeeds
in convincing a large service provider to adopt that competitor’s product, it may be difficult for us to displace the competitor
because of the cost, time, effort and perceived risk to network stability involved in changing solutions. As a result, we may incur significant
expenses without generating any sales, which could adversely affect our profitability.
13
In addition, in our deals
based on a revenue share model (and determined by the number of end subscribers using our solution), the cycle from the upfront investments
by our company and the revenues stream, is very long.
The
complexity and scope of the solutions we provide to larger service providers are increasing, and such larger projects entail greater operational
risk and an increased chance of failure.
The complexity and scope
of the solutions and services we provide to larger service providers are increasing. The larger and more complex such projects are, the
greater the operational risks associated with them. These risks include, but are not limited to, the failure to meet all the requirements
of service providers, the failure to fully integrate our products into the service provider’s network or with third-party products,
our dependence on subcontractors and partners and on effective cooperation with third-party vendors for the successful and timely completion
of such projects. If we encounter any of these risks, we may incur higher costs in order to complete the project and may be subject to
contractual penalties resulting in lower profitability. In addition, the project may demand more of our management’s time than was
originally planned, and our reputation may be adversely impacted.
Continued
salary increases of research and development personnel could adversely affect our ability to recruit such employees and could have an
adverse effect on our business and revenues.
The current ongoing increase
in salaries of research and development personnel could have an adverse effect on our ability to recruit such suitable individuals as
well as adversely affect our ability to meet the ongoing research and development related requirements of the market and our customers.
Risks
Related to Our Technology and Products
Our
technology faces challenges due to increased network encryption.
Our DPI, analytics and
security products rely on their ability to read, understand and analyze the nature of Internet traffic. Due to an increase in network
encryption, our ability to read, understand and analyze the traffic transmitted becomes impaired and may reduce or eliminate our ability
to provide our customers with the classification of the traffic and the necessary tools and capabilities that they might require.
We
need to continue to increase the functionality of our products and offer additional features and products to maintain or increase our
profitability.
The commoditization of
DPI technology and the introduction of competitive features and services may result in a decrease of the average sale prices of our DPI
technology enabled products.
The market in which we
operate is highly competitive and unless we continue to enhance the functionality of our products, add additional features and offer additional
products, our competitiveness may be harmed.
We seek to offset this
risk by enhancing our products by offering higher system speeds, additional features, such as advanced Quality of Experience (QoE) management
functionality, and support for additional applications and enhanced reporting tools. We also continuously endeavor to assure our solutions
comply with contemporary network and software architectures such as, but not limited to, virtualized network services (NFV), containerized
deployments and 5G networks compliance.
Our products offer customers
additional tools to increase the efficiency of their networks or to help them offer additional services to their end customers and derive
additional revenues from their end customers. The industry and market for our products are still developing and are affected, among others,
by trends and changes in internet broadband traffic, including changes in methods used by various content providers and broadband applications
and evolution of network security threats.
We cannot provide any
assurance that demand for our additional features and products will continue or grow, or that we will be able to generate revenues from
such sales at the levels we anticipate or at all. Any inability to sell or maintain our additional features and products may lead to commercial
disputes with our customers and increased spending on technical solutions, any of which may negatively impact our results of operations.
14
A
failure of our products may adversely affect the operation of our customers’ live networks or the quality and scope of service to
our customers and their end users, including, specifically with regard to security protection which could harm our reputation, brand position,
and financial condition.
Our products are, generally,
installed in line as part of our customers’ networks and provide a wide range of services that our customers may offer to their
own customers. We endeavor to avoid any interruption to the regular operation of our customers’ networks, any reduction of quality
of services or failure to provide the quality and/or scope of services to users, including, by performing certain tasks during predetermined
maintenance windows, and implementing a system bypass, in the event of malfunctions. In addition, we offer security protection services
offered by our customers to their end users at a certain level and terms of performance. However, in certain cases, a failure of our products
or failure of our products to perform in accordance with the performance levels to which we may be committed, may result in our customers
experiencing loss of functionality, denial of service and access, interruption of live traffic on our customers’ networks, loss
of security protection or inability to provide similar services to our customers’ end users. Such failure of our products, may cause
disputes with our customers, adversely affect our reputation, lead to loss of revenues and potential legal exposure.
Our
products are highly technical and any undetected software or hardware errors in our products could have a material adverse effect on our
operating results.
Our products are complex
and are incorporated into broadband networks, which are a major source of revenue for service providers and support critical applications
for subscribers and enterprises. Due to the highly technical nature of our products and variations among customers’ network environments,
we may not detect product defects until our products have been fully deployed in our customers’ networks. Regardless of whether
warranty coverage exists for a product, we may be required to dedicate significant technical resources to repair any defects. If we encounter
significant errors, we could experience, among other things, loss of major customers, cancellation of orders, increased costs, delay in
recognizing revenues and damage to our reputation. We could also face claims for product liability, tort or breach of warranty. Defending
a lawsuit, regardless of its merit, is costly and may divert management’s attention. In addition, if our business liability insurance
is inadequate or future coverage is unavailable on acceptable terms or at all, our financial condition could be harmed.
Demand
for our DPI technology enabled products depends, in part, on the rate of adoption of bandwidth-intensive broadband applications, and the
impact multiple applications may have on network speed.
Our DPI technology enabled
products are used by service providers and enterprises to monitor and manage bandwidth-intensive applications that cause congestion in
broadband networks and impact the quality of experience for users. Demand for our products is driven particularly by growth in applications,
which are highly sensitive to network delays and therefore require efficient network management. If the rapid growth in the adoption of
such applications does not continue, the demand for our products may be adversely impacted.
Demand
for our security products depends, in part, on continued evolution of on-line threats as well as on operators’ interest in providing
security services to their end customers.
Our security products
are used by service providers to offer security services to their end customers, comprising both business enterprises as well as individual
end customers. The demand for these services depends highly on continued evolution and increase of online threats. In the event that such
threats decrease, that end customers are unwilling to incur the costs of security services and/or that ISPs do not continue to pursue
security services to their end customers as a revenue source, demand for our security products may be materially adversely impacted.
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Risks
Related to Our Dependence on Third Parties
We
depend on third parties to market, sell, and install our products and to provide initial technical support for our products for a material
portion of our business.
We depend on third-party
channel partners, such as distributors, resellers, original equipment manufacturers, or OEMs, and system integrators, to market and sell
a material portion of our products to end-customers. In 2021, approximately 45% of our revenues were derived from channel partners. In
some cases, our channel partners are also responsible for installing and providing initial customer support for our products, with our
continuous technical assistance. In the majority of the cases, the partners are responsible for the initial customer support (Tier 1 support),
while we act as the escalation level. As a result, we depend on the ability of our channel partners to successfully market and sell our
products to these end-customers. We can give no assurance that our channel partners will market our products effectively, receive and
fulfill customer orders for our products on a timely basis or continue to devote the resources necessary to provide us with effective
sales, marketing and technical support. In addition, our channel partners may experience disruptions in, or be prevented from, conducting
business activities as a result of the COVID-19 pandemic, which could have a material adverse effect on our results of operations. Any
failure by our channel partners to provide adequate initial support to end-customers, due to COVID-19 or any other reason, could result
in customer dissatisfaction with us or our products, which could result in a loss of customers, harm our reputation and delay or limit
market acceptance of our products. Our products are complex and it takes time for a new channel partner to gain experience in the operation
and installation of these products. Therefore, it may take a long period of time before a new channel partner can successfully market,
sell and support our products if an existing channel partner ceases to sell our products. Additionally, our agreements with channel partners
are generally not exclusive and our channel partners may market and sell products that compete with our products. Our agreements with
our distributors and resellers are usually for an initial one-year term and following the expiration of this term, can be terminated by
either party. We can give no assurance that these agreements will continue to remain in effect. If we are unable to maintain our relationships
with existing channel partners and to develop relationships with new channel partners in key markets our profitability and results of
operations may be materially adversely affected.
We
integrate into or bundle various third-party solutions with our products and may integrate or offer additional third-party solutions in
the future. If we lose the right to use such solutions, our sales could be disrupted and we would have to spend additional capital to
replace such components.
We integrate various
third-party solutions into our products and offer third-party solutions bundled with our products. We may integrate or offer additional
third-party solutions in the future. Sales of our products could be disrupted if such third-party solutions were either no longer available
to us or no longer offered to us on commercially reasonable terms. In either case, we would be required to spend additional capital to
either source alternative third-party solutions, redesign our products to function with alternate third-party solutions or develop substitute
components ourselves. As a result, our sales may be delayed and/or adversely affected and we might be forced to limit the features available
in our current or future product offerings, which could have a material adverse effect on our business.
We
currently depend on a limited number of subcontractors to integrate, assemble, store and service, as well as provide hardware and warranty
support for, our Service Gateway Tera platform. If any one of these subcontractors experiences delays, disruptions, quality control problems
or a loss in capacity, our operating results could be adversely affected.
We currently depend on
a limited number of subcontractors, such as Flex (Israel) Ltd. (previously Flextronics (Israel), Malam Team and Arrow Electronics, to
integrate, assemble, test, store, package and prepare for shipment our various Service Gateway, Network Management and Enterprise platforms.
If any of these subcontractors experience delays, disruptions or quality control problems in manufacturing or integrating our products,
including as a result of COVID-19, or if we fail to effectively manage our relationships with them, product shipments may be delayed and
our ability to deliver certain products to customers could be adversely affected.
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Certain
hardware and software components for our products come from single or limited sources and we could lose sales if these sources fail to
satisfy our supply requirements or if our customers refuse to implement components from certain sources.
We obtain certain hardware
components used in our products from single or limited sources.
Although such hardware
components are off-the-shelf items, because our systems have been designed to incorporate these specific hardware components, any change
to these components due to an interruption in supply chains or our inability to obtain such components on a timely basis, including as
a result of COVID-19, may require engineering changes to our products before substitute hardware components could be incorporated. Such
changes could be costly and could result in lost sales particularly to our traffic management systems. The agreements with our suppliers
do not contain any minimum supply commitments. If we or our contract manufacturers fail to obtain components in sufficient quantities
when required, our business could be harmed.
We obtain certain software
components of our security products from a few limited sources, depending primarily on our customers’ preferences. In the event
that we are no longer able to source such software components from a particular source, and our customers refuse to implement components
from our alternative sources, we may be required to identify an alternative source from which we do not currently acquire such software
or develop such software ourselves. This may result in disputes with our customers and/or cancellation or delay of orders, which may materially
adversely affect our business.
Our suppliers also sell
products to our competitors and may enter into exclusive arrangements with our competitors, stop selling their products or components
to us at commercially reasonable prices or refuse to sell their products or components to us at any price. Our inability to obtain sufficient
quantities of single-source or limited-sourced components or to develop alternative sources for components or products would harm our
ability to maintain and expand our business.
Legal,
Regulatory and Compliance Risks
We
are subject to certain regulatory regimes that may affect the way that we conduct business internationally, and our failure to comply
with applicable laws and regulations could materially adversely affect our reputation and result in penalties and increased costs.
We are subject to a complex
system of laws and regulations related to international trade, including economic sanctions and export control laws and regulations. We
also depend on our distributors and agents outside of Israel for compliance and adherence to local laws and regulations in the markets
in which they operate. It is our policy not to make direct or indirect prohibited sales of our products, including into countries sanctioned
under laws to which we are subject, and to contractually limit the territories into which our channel partners may sell our products.
None of our contracts with channel partners authorize or contemplate any activities with sanctioned countries, and we do not intend to
authorize any channel partner to engage in activities with those countries in the future. Nevertheless, over ten years ago one of our
channel partners sold certain of our products (designed for the enterprise market) outside of its contractually designated territory,
including into a sanctioned country, and we subsequently determined that our contract management protocol for authorizing channel partner
sales was not adequately followed in that instance. Although we are not aware of any channel partner making indirect sales to entities
or individuals in sanctioned countries in 2021, there is no guarantee that our channel partners will not make such indirect sales in the
future, which could result in material adverse impact on our reputation and lead to penalties and increased costs. The addition of new
export control and sanctions measures by the U.S. and EU applicable to Russia and Belarus may adversely affect our current contracts,
and will restrict our ability to do business in either country for the foreseeable future. As noted earlier, the new export control and
sanction measures on Belarus may affect our ability to engage contract personnel in Belarus for research and development work.
We are also subject to
the U.S. Foreign Corrupt Practices Act and may be subject to similar worldwide anti-bribery laws that generally prohibit companies and
their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Some of
the countries in which we operate have experienced governmental corruption to some degree and, in certain circumstances, strict compliance
with anti-bribery laws may conflict with local customs and practices. Despite our compliance and training programs, we cannot be certain
that our procedures will be sufficient to ensure consistent compliance with all applicable international trade and anti-corruption laws,
or that our employees or channel partners will strictly follow all policies and requirements to which we subject them. Any alleged or
actual violations of these laws may subject us to government scrutiny, investigation, debarment, and civil and criminal penalties, which
may have an adverse effect on our results of operations, financial condition and reputation.
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As
with many DPI products, some of our products may be used by governmental or law enforcement customers in a manner that is, or that is
perceived to be, incompatible with human rights.
We cannot always verify
whether our customers are using our products in a lawful or ethical manner. It is possible that some of our governmental or law enforcement
customers have used our products in a manner that is incompatible with, or that is perceived to be incompatible with, human rights. In
some circumstances, governmental customers may desire to surveil their citizenry and may use our products to achieve those ends. For example,
some foreign governments use internet infrastructure to undermine democratic values through surveillance of and control over online communications
between political activists. Any misuse of our products by our governmental or law enforcement customers, or allegations of misuse, may
damage our reputation, business and results of operations.
Demand
for our products may be impacted by government regulation of the internet and telecommunications industry.
Service providers are
subject to government regulation in a number of jurisdictions in which we sell our products. There are several existing regulations and
proposals in the United States, Europe and elsewhere for regulating service providers’ ability to prioritize applications in their
networks. Some advocates for regulating this industry claim that collecting premium fees from certain “preferred” applications
would distort the market for Internet applications in favor of larger and better-funded content providers. They also claim that this would
impact end-users who already purchased broadband access only to experience response times that differ based on content provider. Some
opponents believe that content providers who support bandwidth-intensive applications should be required to pay service providers a premium
in order to support further network investments.
On December 14, 2017,
the United States Federal Communications Commission (the “FCC”) announced that it voted to repeal the Open Internet Report
and Order on Remand, Declaratory Ruling, and Order (the Open Internet Order). The Open Internet Order was issued by the FCC and went into
effect on June 12, 2015. The Open Internet Order set forth rules, grounded, among others, on Title II of the Communications Act of 1934;
the Open Internet Order regulated both fixed and mobile Internet Service Providers (ISPs) and prohibited them, subject to reasonable network
management, from blocking and/or throttling of lawful content, applications, services, or non-harmful devices, and from unreasonably interfering
or disadvantaging of (i) end users’ ability to select, access service of the lawful Internet content, applications, services, or
devices of their choice or (ii) edge providers’ ability to make lawful content, applications, services, or devices available to
end users. The Open Internet Order also prohibited paid prioritization of content. The repeal largely reversed the Open Internet Order,
including the classification of broadband Internet service as a telecommunications service, which is subject to certain common carrier
regulations, and restored the regulatory framework that preceded the Open Internet Order. Because our products allow ISPs to identify
network traffic and facilitate traffic management, the reinstatement of this traditional regulatory framework has not, to date, affected
but may in the future affect ISP’s demand for certain of our products. The repeal of the Open Internet Order was upheld by a federal
appeals court in October 2019, however, the repeal does not preclude state and local governments from enacting their own net neutrality
rules and certain U.S. states have already implemented net neutrality protections. Therefore, the impact of the FCC’s repeal on
the demand for our products is uncertain and difficult to assess at this time.
On April 30, 2016, Regulation
(EU) 2015/2120 of the European Parliament and of the Council came into effect, setting forth the first EU-wide Net Neutrality (“Open
Internet”) rules. Under these rules, blocking, throttling and discrimination of internet traffic by ISPs is prohibited in the EU,
with three exceptions: (i) compliance with legal obligations; (ii) integrity of the network; and (iii) congestion management in exceptional
and temporary situations. Outside these exceptions, there can be no prioritization of traffic within an internet access service. However,
equal treatment permits reasonable day-to-day traffic management according to objectively justified technical requirements, and which
must be independent of the origin or destination of the traffic and of any commercial considerations. These rules also allow internet
access providers, as well as content and applications providers, to offer special services with specific quality requirements (provided
the Open Internet is not negatively affected by the provision of these services). Such specialized services cannot be a substitute to
internet access services can only be provided if there is sufficient network capacity to provide them in addition to any internet access
service and must not be to the detriment of the availability or general quality of internet access services for end-users.
18
Such regulation of both
fixed and mobile ISPs, in European Economic Area (EEA) Member States, may limit ISPs’ ability to manage, prioritize and monetize
their network. Additionally, these regulations may attract growing public debate and attention of regulators in other jurisdictions we
operate in. Demand from service providers, in affected jurisdictions, for the traffic management and subscriber management features of
our products may be adversely affected by such regulations. To date, we have not experienced any material decrease in demand for these
features; however, a decrease in demand in the future could adversely impact sales of our products and could have a material adverse effect
on our business, financial condition or results of operations.
Our
failure to comply with data privacy laws may expose us to reputational harm and potential regulatory actions and fines.
Strict data privacy laws
regulating the collection, transmission, storage and use of employee data and consumers’ personally-identifying information applicable
to ISPs are evolving in the US, European Union and other jurisdictions in which we sell our products. For example, in the US, legislation
has in recent years been proposed regarding restrictions on the use of geolocation information collected by mobile devices without consumer
consent and California’s California Consumer Privacy Act, which grants expanded rights to access and delete personal information
and opt out of certain personal information sharing, among other things, became effective on January 1, 2020. Similarly, the General Data
Protection Regulation (“GDPR”), enforcement of which began on May 25, 2018, creates a range of new compliance obligations,
increases financial penalties for non-compliance and extends the scope of the EU data protection law to all companies established in the
EEA, and all companies established outside the EEA that either: (a) offer goods or services to individuals in the EEA; or (b) monitor
the behavior of individuals in the EEA. The GDPR imposes a strict data protection compliance regime and includes enhanced rights for individuals.
It applies to the collection, use, retention, security, processing, transfer and deletion of personally identifiable information of individuals,
and creates a range of new compliance obligations. Implementation of, and compliance with, the GDPR has increased, and could continue
to increase, our cost of doing business. In addition, the GDPR may be interpreted or applied in a manner that is unforeseen by, or adverse
to, us. Violations of the GDPR may result in significant fines (up to four percent of worldwide annual turnover or EUR 20.0 million, whichever
is greater) and reputational harm. Such regulations may increase our compliance and administrative burden significantly and may require
us to invest resources and management attention in order to update our IT systems to meet the new requirements.
The GDPR and other privacy
and data protection laws may be interpreted and applied differently from country to country and may create inconsistent or conflicting
requirements. Such regulations increase our customers’ compliance and administrative burden significantly and may require us to
adapt certain of our products, as well as our support and maintenance services, if necessary, to different requirements in EEA Member
States, as well as in the US, in order to allow our customers in such jurisdictions, to comply with such regulations. There is also no
assurance that we will be able to adapt our products and/or our support and maintenance services sufficiently in order to allow our customers
in various jurisdictions to comply with such regulatory requirements in each jurisdiction.
As data protection and
privacy-related laws and regulations continue to evolve, these changes may result in increased regulatory and public scrutiny, escalating
levels of enforcement and sanctions and increased costs of compliance. Therefore, we may be required to modify the features and functionalities
of certain of our products, in a manner that is less attractive to customers. Such adjustments of our products, if required, may require
extensive financial investments and may take long periods of time, leading to delay in sales cycles, deployment of our products and recognition
of related revenues. Furthermore, we may be required to adjust the geographical and operational structure of our Customer Success department,
if required, and this may entail extensive financial investments in providing support and maintenance services.
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Risks
Related to Our Intellectual Property and Proprietary Information
If
we are unable to successfully protect the intellectual property embodied in our technology, our business could be materially adversely
affected.
Know-how relating to
networking protocols, building carrier-grade systems, identifying applications and developing and maintaining security products is an
important aspect of our intellectual property. It is our practice to have our employees sign appropriate non-compete agreements when permitted
under applicable law. These agreements prohibit our employees who cease working for us from competing directly with us or working for
our competitors for a limited period of time. The enforceability of non-compete clauses in certain jurisdictions in which we operate may
be limited. Under the current laws of some jurisdictions in which we operate, we may be unable to enforce these agreements and it may
thereby be difficult for us to restrict our competitors from gaining the expertise our former employees gained while working for us.
Further, to protect our
know-how, we customarily require our employees, distributors, resellers, software testers and contractors to execute confidentiality agreements
or agree to confidentiality undertakings when their relationship with us begins. Typically, our employment contracts also include clauses
regarding assignment of intellectual property rights for all inventions developed by employees and non-disclosure of all confidential
information. We cannot provide any assurance that the terms of these agreements are being observed and will be observed in the future.
Because our product designs and software are stored electronically and thus are highly portable, we attempt to reduce the portability
of our designs and software by physically protecting our servers through the use of closed networks, which prevent external access to
our servers. We cannot be certain, however, that such protection will adequately deter individuals or groups from wrongfully accessing
our technology. Monitoring unauthorized use of intellectual property is difficult and some foreign laws do not protect proprietary rights
to the same extent as the laws of the United States. We cannot be certain that the steps we have taken to protect our proprietary information
will be sufficient. In addition, to protect our intellectual property, we may become involved in litigation, which could result in substantial
expenses, divert the attention of management, or materially disrupt our business, all of which could adversely affect our revenue, financial
condition and results of operations.
We also aim to protect
our intellectual property with patent protection. As of December 31, 2021 we had a patent portfolio consisting of 24 patent families,
including 22 issued U.S. patents, two U.S. patents that have recently been allowed but not issued, seven pending U.S. patent applications,
and numerous patents issued in Canada, Israel and several European jurisdictions. There can be no assurance that:
| • |
current or future U.S. or foreign patents applications will be approved; |
| • |
our issued patents will protect our intellectual property and not be held invalid
or unenforceable if challenged by third-parties; |
| • |
we will succeed in protecting our technology adequately in all key jurisdictions
in which we or our competitors operate; |
| • |
the patents of others will not have an adverse effect on our ability to do business;
or |
| • |
others will not independently develop similar or competing products or methods or
design around any patents that may be issued to us. |
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Any failure to obtain
patents, inability to obtain patents with claims of a scope necessary to cover our technology or the invalidation of our patents may weaken
our competitive position and may adversely affect our revenues.
We
use certain “open source” software tools that may be subject to intellectual property infringement claims, the assertion of
which could impair our product development plans, interfere with our ability to support our clients or require us to pay licensing fees
Certain of our products
contain open source code, and we may use more open source code in the future. Open source code is the type of code that is covered by
a license agreement that permits the user to copy, modify and distribute the software without cost, provided that users and modifiers
abide by certain licensing requirements. The original developers of the open source code provide no warranties on such code. As a result
of our use of open source software, we could be subject to suits by parties claiming ownership of what we believe to be open source code,
and we may incur expenses in defending claims that we did not abide by the open source code license. If we are not successful in defending
against such claims, we may be subject to monetary damages or be required to remove the open source code from our products. Such events
could disrupt our operations and the sales of our products, which would negatively impact our revenues and cash flow. In addition, under
certain conditions, the use of open source code to create derivative code may obligate us to make the resulting derivative code available
to others at no cost. If we are required to publicly disclose the source code for such derivative products or to license our derivative
products that use an open source license, our previously proprietary software products would be available to others, including our customers
and competitors without charge. While we endeavor to ensure that no open source software is used in a way which may require us to disclose
the source code to our related product, such use could inadvertently occur. If we were required to make our software source code freely
available, our business could be seriously harmed. The use of such open source code may ultimately subject some of our products to unintended
conditions so that we are required to take remedial action that may divert resources away from our development efforts.
Disruption
to our IT systems could adversely affect our reputation and have a material adverse effect on our business and results of operations.
Risks to cybersecurity
and privacy, including the activities of criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance
and human or technological error, are constantly evolving. Computer hackers and others routinely attempt to breach the security of companies,
governmental agencies, technology products, services and systems.
Our IT systems contain
personal, financial and other information that is entrusted to us by our customers and employees as well as financial, proprietary and
other confidential information related to our business, and we rely on said systems to manage our business, operations and research and
development. If these IT systems are compromised as a result of cyber-attacks or cyber-related incidents, it could result in the loss
or misappropriation of sensitive data or other disruption to our operations. Although we have a cybersecurity program designed to protect
and preserve the integrity of our information technology systems, we have experienced and expect to continue to experience cyber-attacks
of our IT systems or networks (such as limited phishing, ransomware and malware activities identified by us in the past, which were mitigated).
Although none of these cyber-attacks nor breaches that have been of a minor nature, has had a material effect on our operations or financial
condition, due to our security measures and awareness, we cannot guarantee that any such incidents would not materially harm our business
in the future.
If our IT systems are
compromised as a result of cyber-attacks or cyber-related incidents, it could result in the loss or misappropriation of sensitive data
or other disruption to our operations. It could also disrupt our electronic communications systems and thus our ability to conduct our
business operations, our ability to process customer orders and electronically deliver products and services and our distribution channels.
Additionally, as a provider
of network intelligence and security solutions for mobile and fixed service providers, an actual or perceived cyber-attack, breach of
security or theft of personal data store by us, regardless of whether the cyber-attack, breach or theft is attributable to the failure
of our products, could adversely affect the market’s perception of the efficacy of our solutions, and current or potential customers
may look to our competitors for alternative solutions. A breach of our systems may also lead defects and security vulnerabilities to be
introduced into our software, thereby damaging the reputation and perceived reliability and security of our products and services and
potentially making the data systems of our customers vulnerable to further data loss and cyber incidents.
21
Despite our investments
in risk prevention and contingencies, data protection, prevention of intrusions, access control systems and other security measures, we
can provide no assurance that our current IT systems are fully protected against third-party intrusions, viruses, hacker attacks, information
or data theft or other similar threats. Any such security breach, whether actual or alleged, could result in system disruptions or shutdowns
and/or destruction, alteration, theft or unauthorized disclosure of confidential information. Even when an actual or attempted security
breach is detected, the full extent of the breach may not be determined for some time. An increasing number of companies have disclosed
security breaches of their IT systems and networks, some of which have involved sophisticated and highly targeted attacks. We believe
such incidents are likely to continue, and we are unable to predict the direct or indirect impact of these future attacks on our business.
Risks
Related to Our Ordinary Shares
The
share price of our ordinary shares has been and may continue to be volatile.
The market price of our
ordinary shares has been volatile in the past and may continue to be volatile. Our quarterly financial performance is likely to vary in
the future, and may not meet our expectations or the expectations of analysts or investors, which may lead to additional volatility in
our share price. Many factors could cause the market price of ordinary shares to fluctuate substantially, including, but not limited to:
| • |
announcements or introductions of technological innovations, new products, product
enhancements or pricing policies by us or our competitors; |
| • |
winning or losing contracts with service providers; |
| • |
disputes or other developments with respect to our or our competitors’ intellectual
property rights; |
| • |
announcements of strategic partnerships, joint ventures, acquisitions or other agreements
by us or our competitors; |
| • |
recruitment or departure of key personnel; |
| • |
regulatory developments in the markets in which we sell our products; |
| • |
our future repurchases, if any, of our ordinary shares pursuant to our current share
repurchase program and/or any other share repurchase program which may be approved in the future; |
| • |
our sale of ordinary shares or other securities; |
| • |
changes in the estimation of the future size and growth of our markets; |
| • |
effect of COVID-19 and containment efforts on global markets; |
| • |
market conditions in our industry, the industries of our customers and the economy
as a whole; |
| • |
a failure to meet publicly announced guidance or other expectations; or |
| • |
equity awards to our directors, officers and employees. |
Share price fluctuations
may be exaggerated if the trading volume of our ordinary shares is too low. The lack of a trading market may result in the loss of research
coverage by securities analysts. Moreover, we can provide no assurance that any securities analysts will initiate or maintain research
coverage of our company and our ordinary shares. If our future quarterly operating results are below the expectations of securities analysts
or investors, the price of our ordinary shares would likely decline. Securities class action litigation has often been brought against
companies following periods of volatility.
22
Our
shareholders do not have the same protections afforded to shareholders of a U.S. company because we have elected to use certain exemptions
available to foreign private issuers from certain corporate governance requirements of the Nasdaq Stock Market (“Nasdaq”).
As a foreign private
issuer, we are permitted under Nasdaq Rule 5615(a)(3) to follow Israeli corporate governance practices instead of Nasdaq requirements
that apply to U.S. companies. As a condition to following Israeli corporate governance practices, we must disclose which requirements
we are not following and describe the equivalent Israeli law requirement. We must also provide Nasdaq with a letter from our Israeli outside
counsel, certifying that our corporate governance practices are not prohibited by Israeli law. As a result of these exemptions, our shareholders
do not have the same protections as are afforded to shareholders of a U.S. company.
We currently follow Israeli
home country practices with regard to the quorum requirement for shareholder meetings and shareholder approval of equity compensation
plans requirements. As permitted under the Israeli Companies Law, 5759-1999, or the Companies Law, our articles of association provide
that the quorum for any meeting of shareholders shall be the presence of at least two shareholders present in person or by proxy who hold
at least 25% of the voting power of our shares instead of 33% of our issued share capital (as prescribed by Nasdaq’s rules). We
do not seek shareholder approval for (i) equity compensation plans in accordance with the requirements of the Companies Law, which does
not reflect the requirements of Rule 5635(c), (ii) the issuance of securities that would result in a change of control, which does not
reflect the requirements of Rule 5635(b), and (iii) certain private issuances of securities representing more than 20% of our outstanding
shares or voting power at below market prices, which does not reflect the requirements of Rule 5635(b).
In the future, we may
also choose to follow Israeli corporate governance practices instead of Nasdaq requirements with regard to, among other things, the composition
of our board of directors, compensation of officers, director nomination procedures and quorum requirements at shareholders’ meetings.
In addition, we may choose to follow Israeli corporate governance practice instead of Nasdaq requirements to obtain shareholder approval
for certain dilutive events. Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq corporate
governance rules. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a U.S.
company listed on Nasdaq, may provide less protection than is accorded to investors of domestic issuers. See “ITEM 16G: Corporate
Governance.”
As
a foreign private issuer, we are not subject to the provisions of Regulation FD or U.S. proxy rules and are exempt from filing certain
Exchange Act reports.
As a foreign private
issuer, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements,
and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained
in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual and current reports and financial
statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act.
We are permitted to disclose limited compensation information for our executive officers on an individual basis and we are generally exempt
from filing quarterly reports with the SEC under the Exchange Act. Moreover, we are not required to comply with Regulation FD, which restricts
the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities
under circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of
the information. These exemptions and leniencies reduce the frequency and scope of information and protections to which you may otherwise
have been eligible in relation to a U.S. domestic issuer.
23
We would lose our foreign
private issuer status if (a) a majority of our outstanding voting securities were either directly or indirectly owned of record by residents
of the United States and (b)(i) a majority of our executive officers or directors were United States citizens or residents, (ii) more
than 50% of our assets were located in the United States or (iii) our business were administered principally in the United States. Our
loss of foreign private issuer status would make U.S. regulatory provisions mandatory. The regulatory and compliance costs to us under
U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required
to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive
than the forms available to a foreign private issuer. We would also be required to follow U.S. proxy disclosure requirements, including
the requirement to disclose, under U.S. law, more detailed information about the compensation of our senior executive officers on an individual
basis. We may also be required to modify certain of our policies to comply with accepted governance practices associated with U.S. domestic
issuers. Such conversion and modifications will involve additional costs. In addition, we would lose our ability to rely upon exemptions
from certain Nasdaq corporate governance requirements that are available to foreign private issuers.
Certain
U.S. holders of our ordinary shares may suffer adverse tax consequences if we or any of our non-US subsidiaries are characterized as a
“controlled foreign corporation,” or a CFC, under Section 957(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
A non-U.S. corporation
is considered a CFC if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote,
or (2) the total value of the stock of such corporation, is owned, or is considered as owned by applying certain constructive ownership
rules, including certain downward attribution rules by United States shareholders who each own stock representing 10% or more of the vote
or 10% or more of the value on any day during the taxable year of such non-U.S. corporation (“10% U.S. Shareholder”). Because
our group includes one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries will be treated as CFCs (regardless of whether
or not we are treated as a CFC). Generally, 10% U.S. Shareholders of a CFC are required to report annually and include currently in its
U.S. taxable income such 10% U.S. Shareholder’s pro rata share of the CFC’s “Subpart F income,” “global
intangible low-taxed income,” and investments in U.S. property by CFCs, regardless of whether we make an actual distribution to
such shareholders. “Subpart F income” includes, among other things, certain passive income (such as income from dividends,
interests, royalties, rents and annuities or gain from the sale of property that produces such types of income) and certain sales and
services income arising in connection with transactions between the CFC and a person related to the CFC.
Any individual that is
a 10% U.S. Shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be
allowed to a 10% U.S. Shareholder that is a U.S. corporation. Failure to comply with these reporting obligations may subject a 10% U.S.
Shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S.
federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist
investors in determining whether any of our non-U.S. subsidiaries is treated as a CFC or whether any investor is treated as a 10% U.S.
Shareholder with respect to any such CFC or furnish to any 10% United States shareholders information that may be necessary to comply
with the aforementioned reporting and tax payment obligations. A United States investor should consult its tax advisors regarding the
potential application of these rules to an investment in our ordinary shares.
Your
percentage ownership in the Company may be diluted in the future because of equity awards that have been, or may be, granted to our directors,
officers and employees.
We have adopted equity
compensation plans that provide for the grant of equity-based awards, including restricted units and share options to our directors, officers,
and other employees. As of February 20, 2022, we had 2,576,725 options and restricted units outstanding to employees and directors of
the Company, and there were 1,184,746 shares available for future awards under our equity compensation plans. The vesting of restricted
units and granting of share options are generally contingent upon performance and/or service conditions. Vesting of those shares of restricted
units and share would dilute the ownership interest of existing shareholders. Equity awards will continue to be a source of compensation
for employees and directors going forward.
24
We
may fail to meet our publicly announced guidance or other expectations about our business, which could cause our share price to decline.
We may provide from time
to time guidance regarding our expected financial and business performance. Correctly identifying key factors affecting business conditions
and predicting future events is inherently an uncertain process, and our guidance may not ultimately be accurate and has in the past been
inaccurate in certain respects. Our guidance is based on certain assumptions such as those relating to anticipated production and sales
volumes (which generally are not linear throughout a given period), average sales prices, and supplier and commodity costs. If our guidance
varies from actual results due to our assumptions not being met or the impact on our financial performance that could occur as a result
of various risks and uncertainties, the market value of our ordinary shares could decline significantly.
Risks
Relating to our Indebtedness and Capital Structure
The
issuance of ordinary shares upon conversion of the Note (as defined below) could substantially dilute your investment and could impede
our ability to obtain additional financing.
On February 18, 2022,
we issued to Lynrock Lake Master Fund LP a senior unsecured promissory note in an aggregate principal amount of $40 million (the “Note”).
The Note is convertible into our ordinary shares at an initial conversion rate of 97.0874 ordinary shares per $1,000 of the principal
amount being converted (based on an initial conversion price equal to $10.30 per ordinary share). The conversion price decreases by up
to two $1 increments if we elect to extend the maturity of the Note by up to two successive years following the initial maturity date
of February 14, 2025. Conversion of the note would result in dilution to the equity interests of our other shareholders. We have no control
over whether or when the holder will exercise its right to convert the Note. We cannot predict the market price of our ordinary shares
at any future date, and therefore cannot predict whether the Note will be converted. The existence and potentially dilutive impact of
the conversion of the Note may prevent us from obtaining additional financing in the future on acceptable terms, or at all.
Our
indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our
business, financial condition and results of operations, restrict our ability to incur additional indebtedness and impair our ability
to satisfy our obligations under the Note.
Our indebtedness could
have material adverse consequences for our security holders and our business, results of operations and financial condition by, among
other things:
| • |
increasing our vulnerability to adverse economic and industry conditions;
|
| • |
limiting our ability to obtain additional financing; |
| • |
limiting our flexibility to plan for, or react to, changes in our business;
|
| • |
diluting the interests of our existing shareholders as a result of issuing ordinary
shares upon conversion of the Note; and |
| • |
placing us at a possible competitive disadvantage with competitors that are less
leveraged than us or have better access to capital. |
The Note includes financially
restrictive covenants that, among other things, limit our ability to incur additional debt. Without the consent of the holders of a majority
in aggregate principal amount of the Note, we may not create, incur, assume or be liable for any indebtedness for borrowed money unless
the aggregate principal amount of such indebtedness does not exceed $5 million.
The Note matures on February
14, 2025, subject to our right to extend it for two successive years. At maturity, unless converted or redeemed, we will need to repay
the principal amount under the Note. Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient
cash reserves, to pay amounts due under our indebtedness, including the Note, and our cash needs may increase in the future.
25
We
may be unable to raise the funds necessary to repurchase the Note for cash following a change of control, or to pay any cash amounts due
upon redemption or conversion, and our other indebtedness may limit our ability to repurchase the Note or pay cash upon its conversion.
In the event of a change
of control, the holder of the Note has the right to require us to convert all or a portion of the Note to ordinary shares or redeem all
(but not less than all) of the outstanding principal amount of the Note. In the event of such conversion or redemption in connection with
a change of control, we will also be required to pay to the holder an amount in cash equal to 6% per annum of the then-outstanding principal
amount of the Note. We may not have enough available cash or be able to obtain financing at the time we are required to redeem the Note
or pay the cash amounts due upon conversion or redemption. In addition, applicable law, regulatory authorities and the agreements governing
any future indebtedness may restrict our ability to repurchase the Note or pay the cash amounts due upon conversion or redemption. Our
failure to repurchase the Note or to pay the cash amounts due upon conversion or redemption when required will constitute a default under
the Note. A default under the Note could also lead to a default under agreements governing any future indebtedness, which may result in
that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under such other
indebtedness and the Note.
Provisions
in the Note could delay or prevent an otherwise beneficial takeover of us.
Certain provisions in
the Note could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a change of
control, then the noteholder will have the right to convert all or a portion of the Note or redeem all (but not less than all) of the
outstanding principal amount of the Note. In this case, and in other cases, our obligations under the Note could increase the cost of
acquiring us or otherwise discourage a third party from acquiring us, including in a transaction that holders of our ordinary shares may
view as favorable.
Risks
Relating to our Location in Israel
Conditions
in Israel could adversely affect our business.
We are incorporated under
Israeli law and our principal offices, research and development division and manufacturing facilities are located in Israel. Accordingly,
political, economic and military conditions in Israel directly affect our business. Since the State of Israel was established in 1948,
a number of armed conflicts have occurred between Israel and its Arab neighbors. Although Israel has entered into various agreements with
Egypt, Jordan and the Palestinian Authority, there has been an increase in unrest and terrorist activity, which began in September 2000
and continued with varying levels of severity throughout 2021. In recent years, Israel has been engaged in sporadic armed conflicts with
Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions
of southern Lebanon, and with Iranian-backed military forces in Syria. In addition, Iran has threatened to attack Israel and may be developing
nuclear weapons. Some of these hostilities were accompanied by missiles being fired from the Gaza Strip against civilian targets in various
parts of Israel, including areas in which our employees and some of our consultants are located, and negatively affected business conditions
in Israel. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could
adversely affect our operations and financial results.
Our commercial insurance
does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently
covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government
coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have
a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business
conditions and could harm our results of operations.
Further, in the past,
the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the
State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial
condition or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which
could also adversely impact our business.
26
The legislative power
of the State of Israel resides in the Knesset, a unicameral parliament that consists of 120 members elected by nationwide voting under
a system of proportional representation. Israel’s most recent general elections were held on April 9, 2019, September 17, 2019 and
March 2, 2020, following which a process of composing and approving a new government commenced. This uncertainty surrounding future elections
and/or the results of such elections in Israel may continue and the political situation in Israel may further deteriorate. Actual or perceived
political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect
the Israeli economy and, in turn, our business, financial condition, results of operations and prospects.
Our
operations may be disrupted by the obligations of personnel to perform military service.
As of December 31, 2021,
we employed 741 people, of whom 346 were based in Israel. Some of our employees in Israel are obligated to perform annual military reserve
duty in the Israel Defense Forces, depending on their age and position in the army. Additionally, they may be called to active reserve
duty at any time under emergency circumstances for extended periods of time. Our operations could be disrupted by the absence of one or
more of our executive officers or key employees for a significant period due to military service and any significant disruption in our
operations could harm our business. The full impact on our workforce or business if some of our executive officers and employees are called
upon to perform military service, especially in times of national emergency, is difficult to predict.
The
tax benefits that are available to us require us to meet several conditions and may be terminated or reduced in the future, which would
increase our costs and taxes.
Our investment program
in equipment at our facility in Hod-Hasharon, Israel, has been granted Approved Enterprise status and we are therefore eligible for tax
benefits under the Israeli Law for the Encouragement of Capital Investments, 1959, referred to as the Investments Law. We have also been
granted benefited enterprise status in prior years, but beginning in 2021, this status is no longer applicable to us. We expect that the
Approved Enterprise tax benefits will be available to us after we utilize our net operating loss carry forwards As of December 31, 2021,
our net operating loss carry forwards for Israeli tax purposes amounted to approximately $64.9 million. To remain eligible for these tax
benefits, we must continue to meet certain conditions stipulated in the Investments Law and its regulations and the criteria set forth
in the specific certificate of approval. If we do not meet these requirements, the tax benefits would be canceled and we could be required
to refund any tax benefits and investment grants that we received in the past. Further, in the future these tax benefits may be reduced
or discontinued. If these tax benefits are cancelled, our Israeli taxable income would be subject to regular Israeli corporate tax rates.
The standard corporate tax rate in Israel since the 2018 tax year is 23%.
Effective January 1,
2011, the Investments Law was amended (the “2011 Amendment”) to revise the criteria for receiving tax benefits. Under the
transition provisions of the 2011 Amendment, a company may decide to irrevocably implement the 2011 Amendment while waiving benefits provided
under the Investments Law’s prior benefits programs or to remain subject to the Investments Law’s prior benefits programs.
We have opted not to apply the benefits under the 2011 Amendment, however, in the future, we may not be eligible to receive additional
tax benefits as were made available under the Investments Law prior to the 2011 Amendment. The termination or reduction of these tax benefits
would increase our tax liability, which would reduce our profits. Finally, in the event of a distribution of a dividend from the abovementioned
tax-exempt income, we would also be subject to income tax on the amount distributed in accordance with the effective corporate tax rate
which would have been applied had we not enjoyed the exemption. See “ITEM 10: Additional Information—Taxation—Israeli
Tax Considerations and Government Programs.”
No assurance can be given
that we will be eligible to receive additional tax benefits under the Investments Law in the future. The termination or reduction of these
tax benefits would increase our tax liability in the future, which would reduce our profits or increase our losses. Additionally, if we
increase our activities outside of Israel, for example, by future acquisitions, our increased activities may not be eligible for inclusion
in Israeli tax benefit programs.
27
The
government grants we have received for research and development expenditures require us to satisfy specified conditions and restrict our
ability to manufacture products and transfer technologies outside of Israel. If we fail to comply with these conditions or such restrictions,
we may be required to refund grants previously received together with interest and penalties and may be subject to criminal charges.
We have received grants
from the Israel Innovation Authority (formerly known as the Office of the Chief Scientist of the Ministry of Economy) for the financing
of a portion of our research and development expenditures in Israel, pursuant to the provisions of The Encouragement of Research, Development
and Innovation in Industry Law, 1984, referred to as the Research and Development Law. In the future we may not receive grants or we may
receive significantly smaller grants from the Israel Innovation Authority, and our failure to receive grants in the future could adversely
affect our profitability. In 2020 we recognized non-royalty-bearing grants totaling $0.3 million, representing 8% of our gross research
and development expenditures. In 2021, we have not recognized any material non-royalty-bearing grants from the Israel Innovation Authority.
In each of the years 2021 and 2020, we qualified to participate in one non-royalty-bearing research and development program, funded by
the Israel Innovation Authority to develop generic technology relevant to the development of our products. Such programs are approved
pursuant to special provisions of the Research and Development Law. In the past three years, we were eligible to receive grants constituting
of up to 40% of certain research and development expenses relating to these programs. Although the grants under these programs are not
required to be repaid by way of royalties, the restrictions of the Research and Development Law described below apply to these programs.
The provisions of the
Research and Development Law and the terms of the Israel Innovation Authority grants prohibit us from transferring manufacturing products
which we originally planned to manufacture in Israel outside of Israel if they incorporate technologies funded by the Israel Innovation
Authority, and from transferring intellectual property rights in technologies developed using these grants, without special approvals
from the Israel Innovation Authority.
Even if we receive approval
to manufacture our products outside of Israel, we may be required to pay an increased total amount of royalties, which may be up to 300%
of the grant amount plus interest, depending on our manufacturing volume outside Israel. This restriction may impair our ability to outsource
manufacturing or engage in similar arrangements for those products or technologies. Know-how developed under an approved research and
development program may not be transferred to any third-parties, except in certain circumstances and subject to prior approval. Similarly,
even if we receive approval to transfer intellectual property rights in technologies developed using these grants, we may be required
to repay up to 6 times of the original grants plus LIBOR interest to the Israel Innovation Authority. In addition, if we fail to comply
with any of the conditions and restrictions imposed by the Research and Development Law or by the specific terms under which we received
the grants, we may be required to refund any grants previously received together with interest and penalties, and we may be subject to
criminal charges.
It
may be difficult to enforce a U.S. judgment against us, our officers and directors, or our auditors in Israel or the United States, or
to assert U.S. securities laws claims in Israel or serve process on our officers and directors or our auditors.
We are incorporated in
Israel. The majority of our executive officers and directors, and our auditors are not residents of the U.S., and the majority of our
assets and the assets of these persons are located outside the U.S. Therefore, it may be difficult for an investor, or any other person
or entity, to enforce a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws against us or
any of these persons in a U.S. or Israeli court, or to effect service of process upon these persons in the United States. Additionally,
it may be difficult for an investor, or any other person or entity, to assert U.S. securities law claims in original actions instituted
in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws on the grounds that Israel is not the
most appropriate forum in which to bring such a claim. Even if an Israeli court agrees to hear a claim, it may determine that Israeli
law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved
as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is
little binding case law in Israel addressing the matters described above.
28
Provisions
of Israeli law and our articles of association may delay, prevent or make undesirable an acquisition of all or a significant portion of
our shares or assets.
Our articles of association
contain certain provisions that may delay or prevent a change of control, including a classified board of directors. In addition, Israeli
corporate law regulates acquisitions of shares through tender offers and mergers, requires special approvals for transactions involving
significant shareholders and regulates other matters that may be relevant to these types of transactions. These provisions of Israeli
law could delay or prevent a change in control and may make it more difficult for third-parties to acquire us, even if doing so would
be beneficial to our shareholders, and may limit the price that investors may be willing to pay for our ordinary shares in the future.
Furthermore, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders. See “ITEM
10: Additional Information—Memorandum and Articles of Association—Acquisitions under Israeli Law” and “—Anti-Takeover
Measures.”
General
Risk Factors
Our
financial results may differ materially from any guidance we may publish from time to time.
We may, from time to
time, voluntarily publish guidance regarding our future performance that represents our management’s estimates as of the date of
relevant release. Any such guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity,
is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our
control and are based upon specific assumptions with respect to future business decisions, some of which will change. The principal reason
that we may release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We
do not accept any responsibility for any projections or reports published by any such persons. Guidance is necessarily speculative in
nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly
from actual results. Further, our sales during any given quarter tend to be unevenly distributed as individual orders tend to close in
greater numbers immediately prior to the relevant quarter end and further. Our revenues from individual customers may also fluctuate from
time to time based on the timing and the terms under which further orders are received and the duration of the delivery and implementation
of such orders. Therefore, if our projected sales do not close before the end of the relevant quarter, our actual results may be inconsistent
with our published guidance. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of
release. Actual results will vary from the guidance and the variations may be material. Investors should also recognize that the reliability
of any forecasted financial data diminishes the farther in the future that the data is forecast. In light of the foregoing, investors
are urged to consider any guidance we may publish in context and not to place undue reliance on it.
Our
financial condition and results of operations may be harmed by political events and regulatory developments that could have a material
adverse effect on global economic condition.
Significant political
or regulatory developments in the jurisdictions in which we sell our products, such as those stemming from the recent change in the presidential
administration in the U.S. or the U.K.’s exit from the E.U., are difficult to predict and may have a material adverse effect on
us. For example, in the United States, the presidential administration has imposed tariffs on imports from China, Mexico, Canada and other
countries, and has expressed support for greater restrictions on free trade and has increased tariffs on goods imported into the United
States. Changes in U.S. political, regulatory and economic conditions or in its policies governing international trade and foreign manufacturing
and investment in the U.S. could materially adversely affect our sales in the U.S.
29
In the United Kingdom,
following the vote to approve an exit from the E.U., commonly referred to as “Brexit,” the government officially separated
from the E.U. on January 31, 2020. A transition period ended on December 31, 2020, during which the U.K. and the E.U. negotiated the terms
of the U.K.’s relationship with the E.U. going forward. With the implementation of the E.U.-U.K. Trade and Cooperation Agreement
beginning on January 1, 2021, it is still unclear how the deal will impact relationships within the U.K. and between the U.K. and other
countries on many aspects of fiscal policy, cross-border trade and international relations. The Trade and Cooperation Agreement could
potentially disrupt the free movement of goods, services and people between the U.K. and the E.U., undermine bilateral cooperation in
key geographic areas and significantly disrupt trade between the U.K. and the E.U. or other nations as the U.K. pursues independent trade
relations. Because this is an unprecedented event, it is unclear what long-term economic, financial, trade, tax and legal implications
Brexit would have and how it would affect the regulation applicable to our business globally and in the region. The impact on us will
depend, in part, on the outcome of tariff, trade, regulatory and other negotiations. Brexit could also lead to legal uncertainty and potentially
divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate. In addition, Brexit may lead other
E.U. member countries to consider referendums regarding their European Union membership. Any of these developments, along with any political,
economic and regulatory changes that may occur, could cause political and economic uncertainty in Europe and internationally and could
materially adversely affect our sales in Europe.
We
may expand our business or enhance our technology through acquisitions that could result in diversion of resources and extra expenses.
This could disrupt our business and adversely affect our financial condition.
Part of our strategy
is to selectively pursue partnerships and acquisitions. We have acquired a number of companies in the past. The negotiation of acquisitions,
investments or joint ventures, as well as the integration of acquired or jointly developed businesses or technologies, could divert our
management’s time and resources. Acquired businesses, technologies or joint ventures may not be successfully integrated with our
products and operations and we may not realize the intended benefits of these acquisitions. We may also incur future losses from any acquisition,
investment or joint venture. In addition, acquisitions could result in:
| • |
substantial cash expenditures; |
| • |
potentially dilutive issuances of equity securities; |
| • |
the incurrence of debt and contingent liabilities; |
| • |
a decrease in our profit margins; and |
| • |
amortization of intangibles and potential impairment of goodwill. |
Our
business may be materially affected by changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these
policies, or the uncertainty surrounding their potential effects, could adversely affect our results of operations and share price.
As we operate in the
global market, we are subject to taxation in Israel and various jurisdictions in which we conduct our business. Our tax expenses include
the impact of tax exposures in certain jurisdictions, and may also be affected by adverse changes in the underlying profitability and
financial outlook of our operations or changes in tax laws, including introduction of unilateral taxation such as digital services taxes
in certain countries, international tax treaties, guidelines such as the OECD inclusive framework on BEPS, proposed regimes informally
known as Pillar 2 which apply to large multinational corporations, or EU ATAD I and II, all of which could lead to an increase in our
effective tax rate or to changes in our valuation allowances against deferred tax assets on our consolidated balance sheets. Furthermore,
we are subject to tax audits by governmental authorities everywhere we do business. If we experience unfavorable results from one or more
such tax audits, there could be an adverse effect on our tax rate and therefore on our net income. Our results of operations may also
be affected by changes in tax laws, tax rates or double tax treaties.
London Interbank Offered
Rate (“LIBOR”) and other interest rates that are indices deemed to be “benchmarks” are the subject of recent and
ongoing national, international and other regulatory guidance and proposals for reform. Some of these reforms are already effective, while
others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, or to disappear entirely
as in the case of LIBOR, or have other consequences that cannot be predicted. Any such consequence could have a material adverse effect
on our future debt linked to such a “benchmark” and our ability to service debt that bears interest at floating rates of interest.
30
We
may be subject to claims of intellectual property infringement by third parties that, regardless of merit, could result in litigation
and our business, operating results or financial condition could be materially adversely affected.
There can be no assurance
that we will not receive communications from third parties asserting that our products and other intellectual property infringe, or may
infringe their proprietary rights. We are not currently subject to any proceedings for infringement of patents or other intellectual property
rights and are not aware of any parties that intend to pursue such claims against us except for an initial approach from a competitor
asserting a potential infringement which we strongly refute. Any such claim, regardless of merit, could result in litigation, which could
result in substantial expenses, divert the attention of management, cause significant delays and materially disrupt the conduct of our
business. As a consequence of such claims, we could be required to pay substantial damage awards, develop non-infringing technology, enter
into royalty-bearing licensing agreements, stop selling our products or re-brand our products. If it appears necessary, we may seek to
license intellectual property that we are alleged to infringe. Such licensing agreements may not be available on terms acceptable to us
or at all. Litigation is inherently uncertain and any adverse decision could result in a loss of our proprietary rights, subject us to
significant liabilities, require us to seek licenses from others and otherwise negatively affect our business. In the event of a successful
claim of infringement against us and our failure or inability to develop non-infringing technology or license the infringed or similar
technology, our business, operating results or financial condition could be materially adversely affected.
If
the price of our ordinary shares declines, we may be more vulnerable to an unsolicited or hostile acquisition bid.
We do not have a controlling
shareholder. Notwithstanding provisions of our articles of association and Israeli law, a decline in the price of our ordinary shares
may result in us becoming subject to an unsolicited or hostile acquisition bid. In the event that such a bid is publicly disclosed, it
may result in increased speculation regarding our company and volatility in our share price even if our board of directors decides not
to pursue a transaction. If our board of directors does pursue a transaction, there can be no assurance that it will be consummated successfully
or that the price paid will represent a premium above the original price paid for our shares by all of our shareholders.
Additionally, in recent
years, U.S. and non-U.S. companies listed on securities exchanges in the United States have been faced with governance-related demands
from activist shareholders, unsolicited tender offers and proxy contests. Although as a foreign private issuer we are not subject to U.S.
proxy rules, responding to any action of this type by activist shareholders could be costly and time-consuming, disrupting our operations
and diverting the attention of management and our employees. Such activities could interfere with our ability to execute our strategic
plans. In addition, a proxy contest for the election of directors at our annual meeting would require us to incur significant legal fees
and proxy solicitation expenses and require significant time and attention by management and our board of directors. The perceived uncertainties
due to such actions of activist shareholders also could affect the market price of our securities.
Adverse
resolution of litigation may harm our operating results or financial condition.
We are a party to lawsuits
in the normal course of our business. Litigation can be expensive, lengthy, and disruptive to normal business operations. Moreover, the
results of complex legal proceedings are difficult to predict. Unfavorable resolution of lawsuits could have a material adverse effect
on our business, operating results, or financial condition.
31
ITEM
4: Information on Allot
|
A. |
History and Development
of Allot |
Our
History
Our legal and commercial
name is Allot Ltd. We were incorporated on November 12, 1996. We are a company limited by shares organized under the laws of the State
of Israel. Our principal executive offices are located at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod-Hasharon 4501317,
Israel, and our telephone number is +972 (9) 761-9200. We have irrevocably appointed Allot Communications Inc. as our agent to receive
service of process in any action against us in any United States federal or state court. The address of Allot Communications Inc. is 1500
District Avenue, Burlington, MA 01803.
Our website address is
www.allot.com. Information contained on, or that can be accessed through, our website does not constitute a part of this annual report
and is not incorporated by reference herein. We have included our website address in this annual report solely for informational purposes.
Our SEC filings are available to you on the SEC’s website at http://www.sec.gov, which contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this annual
report and is not incorporated by reference herein.
|
B. |
Business Overview
|
Overview
We are a provider of
leading innovative security solutions and network intelligence solutions for mobile, fixed and cloud service providers as well as enterprises
worldwide. For 25 years, our solutions have been deployed globally for network-based security, including mobile security, distributed
denial of service (“DDoS”) protection and Internet of Things (“IoT”) security, network and application analytics,
traffic control and shaping, and more. More recently, we have cultivated a strategic focus on the expansion and advancement of our SECaaS
product offerings.
The Company delivers
a unified security service for individual consumers and small and medium-sized businesses (“SMBs”), at home, at work and on
the go, with the Allot Secure product family. Our Allot Security Management product is, to our knowledge, the only platform that unifies
security services for mobile, fixed and 5G converged networks.
Our industry-leading
network-based SECaaS solution has achieved over 50% penetration with some service providers and is already used by over 20 million subscribers
globally. Our multi-service platforms are deployed by over 500 mobile, fixed and cloud service providers and over 1,000 enterprises.
We have a global and
diverse customer base composed of mobile and fixed broadband service providers, cable operators, satellite service providers, private
networks, data centers, governments, and enterprises such as financial and educational institutions. We have a strong backlog representing
customers’ orders for products and services not yet recognized as revenues. Backlog is subject to delivery delays or program cancellations,
which are beyond our control.
With over 20 years of
experience empowering service providers and enterprises to get more out of their networks and to manage them better, we enable network
operators and enterprises to detect security breaches, to protect their own networks and their users from attacks, to clearly see and
understand their networks from within, to optimize, innovate and capitalize on every opportunity, to learn about users and network behaviors,
and to improve Quality of Service (“QoS”) and reduce costs, all while increasing value to customers and deploying new services
faster.
Through our combination
of innovative technology, proven know-how and collaborative approach to industry standards and partnerships, we deliver solutions that
equip service providers with the capabilities to elevate their role as premier digital services providers and to expand into new business
opportunities. We offer our customers market leading, proprietary technologies that are powerful, diverse and scalable. In addition, we
have developed significant industry know-how and expertise through our experience in designing and implementing use cases with our large
customer base.
32
We generated total revenues
of $146 million in the year ended December 31, 2021, an increase of 7% over the prior year. In 2021, 28% of our revenues were attributable
to security solutions, and 72% of our revenues were attributable to network intelligence solutions.
Industry Overview
Security
Solutions
As the number of networks,
applications and network-connected devices has increased, consumers and SMBs have become increasingly vulnerable to cyber threats and
crime, and communication service providers (“CSPs”) have begun to encounter complex operational challenges requiring nuanced
solutions.
| • |
Network Security Threats: As reliance on
the Internet has grown, service providers and enterprise networks have become increasingly vulnerable to a wide range of security threats,
including DDoS attacks, spambots, malware and other threats. These attacks are designed to flood the network with traffic that consumes
all available bandwidth, impeding operators’ ability to provide high quality broadband access to subscribers or preventing enterprises
from using mission-critical applications. These threats also compromise network and data integrity. We believe service providers and enterprises
can better protect against such attacks by detecting and neutralizing malicious traffic at very early stages, before such threats can
compromise network integrity and services. |
| • |
End-User Security Threats: Broadband devices
and mobile devices have also become increasingly vulnerable to online threats, such as malware, ransomware and phishing. Broadband and
mobile device users have limited cyber-security expertise and therefore present easy targets for cybercriminals. In recent years, we have
seen a growing demand from large and mid-size operators to offer such security services to their customers—both individual consumers
and small and mid-size businesses. We believe few consumers download security applications to all of their personal devices, but CSPs
are well positioned to provide security services because they are the sole providers of access to the network for their consumers, are
capable of blocking attacks before they reach the consumer and have multiple touch points with consumers as trusted brands, through ongoing
customer support and frequent communication. Research conducted in partnership with Coleman Parkes Research in the second half of 2020
revealed that 90% of consumers believe that CSPs should provide consumers with a security solution. Further, data provided and developed
by Coleman Parkes Research in a separate research study of consumers’ attitudes toward cybersecurity revealed that 68% of mobile
users are willing to pay an additional $3 per month for a security service, and that 64% of fixed broadband users are willing to pay an
additional $6 per month for broadband a security service. |
Network
Intelligence Solutions
The rapid proliferation
of broadband networks in recent years has been driven largely by demand from users for faster and more reliable access to the Internet
and by the increased number and complexity of broadband applications, as well as the proliferation of mobile smartphones, tablets and
other Internet-connected devices. As a result of this rapid proliferation, service providers have been forced to invest heavily in network
infrastructure upgrades and customer support services to maintain the quality of experience for subscribers. Further, the cost of increasing
the bandwidth in mobile networks is significantly higher than that in wireline networks, and mobile operators require intelligent bandwidth
management solutions to handle increased data traffic and the requirement for continuous low-latency transmission. Moreover, to offset
the increased investment and operational costs, CSPs need to be able to offer premium services to consumers. To offer premium services,
to guarantee high-quality delivery of content and user experience, to optimize bandwidth utilization and to reduce operational costs,
CSPs need enhanced visibility into and control of network traffic, including visibility into the type of applications used on the network
and levels of traffic generated by different subscribers.
33
Our
Security Solutions
Our
Security-as-a-Service Market Opportunity
For CSPs offering the
Allot solutions as security services to their subscribers, the Allot SECaaS solutions are offered to the CSPs on a revenue sharing basis
in which both Allot and the operator share the revenue generated from the operator’s subscribers for the use of Allot security services.
According to studies by the Organization for Economic Co-operation and Development, connectivity revenues of mobile and fixed broadband
networks are approximately $1.2 billion per year. By charging an additional 5% to 8% of the average consumer plan cost for the security
service provided, CSPs have the potential to access a total addressable market between approximately $60 billion and $100 billion annually.
Accordingly, assuming an end user adoption rate of 25% to 40%, which we believe would only be achieved in a number of years, the CSP’s
market opportunity can be estimated to be between $15 billion and $40 billion annually. At a 30% to 50% revenue share, we estimate our
total addressable market for security-as-a-service (“SECaaS TAM”) to be between $5 billion and $20 billion annually. The anticipated
revenues from this revenue share model are based on the penetration rate of the MAR (maximum annual revenue potential of concluded transactions),
which is estimated by Allot upon the transaction signature and constitutes an approximation of the theoretical annual revenues Allot would
receive if 100% of the operator’s subscribers, as estimated by Allot, signed up for the service.
Our
Products
Allot provides a comprehensive
security solution, referred to as Allot Secure 360, to protect network customers, network service integrity and brand reputation. Allot’s
SECaaS solutions enable operators to secure subscribers against online threats and harmful content by providing network-based SECaaS to
their customers. Allot Secure 360 provides consumers with a 360-degree security architecture—complete, end-to-end protection anywhere,
against any cyber threat, and on any device.
Protection
for Consumers and SMBs – 360-Degree Security
| • |
Allot Secure Management (ASM): The Allot
Secure Management platform creates a unified security experience for Allot security consumers by providing an end-to-end security management
infrastructure that seamlessly communicates with and integrates each enforcement point—NetworkSecure, HomeSecure, DNSecure, IoTSecure,
EndpointSecure, and BusinessSecure. On-net coverage is provided through NetworkSecure, HomeSecure, DNSecure, and IoTSecure, and off-net
coverage through EndPoint Secure, and the ASM solution creates a flexible security architecture of advanced threat detection technologies
in-network, at the consumer-premises equipment and at the endpoint device with network intelligence solutions, machine learning and comprehensive
personalization capabilities. The ASM solution delivers a scalable platform that simplifies security service activation, system awareness,
new enforcement point integration, threat event reporting and handling, operation and management by the consumer regardless of which enforcement
point is active. |
| o |
Allot NetworkSecure: A multi-tenant solution
that allows the service provider to offer opt-in security services that allow subscribers to define and enforce safe-browsing limits (Parental
Control) and to prevent incoming malware from infecting their devices (Anti-Malware). Services are enforced at the network level, requiring
no device involvement or battery consumption. |
| o |
Allot HomeSecure: A multi-tenant solution
that allows the service provider to offer opt-in security services that allow subscribers to define and enforce safe-browsing limits (Parental
Control) and to prevent incoming malware from infecting their devices (Anti-Malware). Services are enforced at the home router network
level. |
| o |
Allot DNSecure: A multi-tenant solution that
allows the service provider to offer opt-in security services that allow subscribers to define and enforce safe-browsing limits (Parental
Control) and to prevent incoming malware from infecting their devices (Anti-Malware). Services are enforced at the network DNS requests
level, requiring no device involvement or battery consumption. |
34
| o |
Allot IoTSecure: A multi-tenant solution
that enables CSPs to grant each of its enterprise customers a dedicated management console for monitoring and securing their mobile IoT
deployments on the CSP network. |
| o |
Allot BusinessSecure: A multi-tenant solution
that provides a simple, reliable and secure network for the connected business achieved through a small firmware agent installed on the
business router, supported by the Allot Secure cloud, and a mobile application. These elements, working in concert, provide visibility
into the network and block both external and internal attacks. |
| o |
EndPoint Secure: A multi-tenant solution
that functions as an extension of NetworkSecure, securing the subscribers’ devices while off the Internet, producing seamless customer
protection using market leading malware protection and controls. |
| o |
Allot Secure Cloud: The Allot Secure cloud
provides to each enforcement point in the security architecture up-to-date threat intelligence, web categorization and device fingerprint
data. The Allot Secure cloud uses machine learning and Artificial Intelligence technologies to identify connected devices, create device-specific
profiles and provide anti-virus screening. |
Protection
for the Carriers
| • |
Allot DDoS Secure/5G Protect: A solution
that provides attack detection and mitigation services that protect commercial networks against inbound and outbound Denial of Service
(“DoS”) and DDoS attacks, Zero Day attacks, worms, zombie and spambot behavior. |
Integrated
Network Intelligence Solutions
In addition to our comprehensive
and sophisticated security offerings, our integrated network intelligence solutions, together called AllotSmart, provide network visibility
and control and allow mobile, fixed and enterprise operators to elevate their role in the digital lifestyle ecosystem and expand into
new business opportunities. AllotSmart provides our customers with the potential to increase their revenues by monetizing network usage
through value-added products and services, implementing value-based charging and reducing costs by optimizing the delivery and performance
of OTT content and cloud computing services. AllotSmart also promotes improved customer loyalty by enabling service providers to offer
a selection of service tiers and digital lifestyle options, empowering customers to personalize their network experience. In addition,
AllotSmart enables telecommunication providers to comply with a wide range of regulatory requirements aimed to assist governments with
securing the public. Our products enable both CSPs and our governmental and law enforcement customers to monitor the content of internet
traffic in order to oversee compliance with legal and law enforcement requirements.
Centralized
Management
The Allot NetXplorer
is the management umbrella for our devices, platforms and solutions, providing a central access point for network-wide monitoring, reporting,
analytics, troubleshooting, accounting and Quality of Service policy provisioning. Its user-friendly interface provides our customers
with a comprehensive overview of the application, user, device and network topology traffic, while its wide variety of reports provide
accessible, detailed analyses of granular traffic data.
35
Customers
We derive a significant
and growing portion of our revenue from direct sales to large mobile and fixed-line service providers, as well as government and law enforcement
entities. We generate the remainder of our revenue through a select and well-developed network of channel partners, generally consisting
of distributors, resellers, OEMs and system integrators. We also endeavor to increase our sales to enterprises and have adapted the structure
of our sales organization to this end. In 2021, we derived 40% of our revenues from Europe, 14% from the Americas, 30% from Asia and Oceania
and 16% from the Middle East and Africa. A breakdown of total revenues by geographic location for 2019, 2020 and 2021 is set forth in
the following table.
|
Revenues by Location
|
||||||||||||||||||||||||
|
2021 |
% Revenues |
2020 |
% Revenues |
2019 |
% Revenues |
|||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||
|
Revenues: |
||||||||||||||||||||||||
|
Europe |
$ |
58,414 |
40 |
% |
$ |
94,644 |
70 |
% |
$ |
36,199 |
33 |
% | ||||||||||||
|
Asia and Oceania |
44,227 |
30 |
% |
23,519 |
17 |
% |
42,994 |
39 |
% | |||||||||||||||
|
Middle East and Africa |
23,568 |
16 |
% |
9,628 |
7 |
% |
14,331 |
13 |
% | |||||||||||||||
|
Americas |
19,391 |
14 |
% |
8,131 |
6 |
% |
16,576 |
15 |
% | |||||||||||||||
|
Total Revenues
|
$ |
145,600 |
100 |
% |
$ |
135,922 |
100 |
% |
$ |
110,100 |
100 |
% | ||||||||||||
The revenue increase
in Europe in 2020 as compared to 2019 was due to an agreement signed in 2019 that accounted for 43% of our total 2020 revenues. The agreement
was for the performance and implementation of a specific, one-time project and did not contain any renewal provisions. The revenues from
the same contract were 5% of our total revenues in 2021 and were primarily attributable to ongoing maintenance and service obligations
in connection with the project.
Channel
Partners
We market and sell our
products to end-customers both by direct sales and through channel partners, which include distributors, resellers, OEMs and system integrators.
A significant portion of our sales occur through our channel partners. In 2021, approximately 45% of our revenues were derived from channel
partners. In some cases, our channel partners are also responsible for installing and providing initial customer support for our products,
with our continuous technical assistance. In the majority of the cases, the partners are responsible for the initial customer support
(Tier 1 support), while we act as the escalation level. Our channel partners are located around the world and address most major markets.
Our channel partners target a range of end-users, including carriers, alternative carriers, cable operators, private networks, data centers
and enterprises in a wide range of industries, including government, financial institutions and education. Our agreements with channel
partners that are distributors or resellers are generally non-exclusive, for an initial term of one year and automatically renew for successive
one-year terms unless terminated. After the first year, such agreements may typically be terminated by either party upon ninety days prior
notice.
We offer support to our
channel partners. This support includes the generation of leads through marketing events, seminars and web-based leads and incentive programs
as well as technical and sales training.
Sales
and Marketing
Our product sales cycle
varies based on the intended use by the end-customer. The sales cycle for initial network deployment may generally last between twelve
and twenty-four months for large and medium service providers, six to twelve months for small service providers, and one to six months
for enterprises. Follow-on orders and additional deployment of our products usually require shorter cycles. Large and medium service providers
generally take longer to plan the integration of our solutions into their existing networks and to set goals for the implementation of
the technology.
We focus our marketing
efforts on product positioning, increasing brand awareness, communicating product advantages and generating qualified leads for our sales
organization. We rely on a variety of marketing communications channels, including our website, trade shows, industry research and professional
publications, the press and special events to gain wider market exposure.
We have organized our
worldwide sales efforts into the following regions: North America, South America, Europe, the Middle East and Africa; and Asia and Oceania.
We have regional offices in Spain, Italy, France, Singapore, India, Kazakhstan, Japan, Colombia and Israel. As of December 31, 2021, our
sales and marketing staff, including product management and business development functions, consisted of 151 employees.
36
Service
and Technical Support
We believe our technical
support and professional services capabilities are a key element of our sales strategy. Our technical staff provides project management,
delivery, training, support and professional services, as well as assists in presale activities and advises channel partners on the integration
of our solutions into end-customer networks. Our basic warranty to end-customers (directly or through our partners) is three months for
software and twelve months for hardware. Generally, end-customers are also offered a choice of one year or multi-year customer support
programs when they purchase our products. These customer support programs can be renewed at the end of their terms. Our end-customer support
plans generally offer the following features:
| • |
unlimited 24/7 access to our global support organization, via phone, email and online
support system, provided by regional support centers; |
| • |
expedited replacement units in the event of a warranty claim; |
| • |
software updates and upgrades offering new features and protocols and addressing
new and changing network applications; and |
| • |
periodic updates of solution documentation, technical information and training.
|
Our support plans are
designed to maximize network up-time and minimize operating costs. Our customers, including partners and their end-customers, are entitled
to take advantage of our around-the-clock technical support, which we provide through our seven support centers located in France, Israel,
Singapore, India, Colombia, Spain and the United States. We also offer our customers 24-hour access to an external web-based technical
knowledge base, which provides technical support information and, in the case of our channel partners, enables them to support their customers
independently and obtain follow up and support from us.
We also offer particular
professional services, such as network audit, solution design, project management, business intelligence reports, customer project documentation,
integration services, interoperability testing and training.
The expenditures associated
with the technical support staff are allocated in our statements of comprehensive loss between sale and marketing expenses and cost of
goods sold, based on the roles of and tasks performed by personnel.
As of December 31, 2021,
our technical staff consisted of 172 employees, including 66 technical support persons, 89 deployment and professional services engineers,
11 documentation and training persons, and 6 employees related to operations.
Research
and Development
Our research and development
activities take place primarily in Israel. We also have research and development activities in Spain and India. In addition, since 2020
we have been using subcontractors in Ukraine, Israel and Belarus to source research and development engineers. We devote a significant
amount of our resources towards research and development in order to introduce new products and continuously enhance existing products
and to support our growth strategy. We have assembled a core team of experienced engineers, many of whom are leaders in their particular
field or discipline and have technical degrees from top universities and have experience working for leading Israeli or international
networking companies. These engineers are involved in advancing our core technologies, as well as in applying these core technologies
to our product development activities. In previous years, our research and development efforts have benefited from non-royalty-bearing
grants from the Israel Innovation Authority. As of December 31, 2021, there are no outstanding royalties due from us to the Israel Innovation
Authority. In 2021, we received additional grants from the Israel Innovation Authority; however, these grants do not bear royalties. Under
the terms of those grants, we are required to perform our manufacturing activities within the state of Israel, as a condition to maintaining
these benefits. The State of Israel does not own any proprietary rights in technology developed with the Innovation Authority funding
and there is no restriction related to the Israel Innovation Authority on the export of products manufactured using technology developed
with the Israel Innovation Authority funding (other limitations on export apply under applicable law). For a description of restrictions
on the transfer of the technology and with respect to manufacturing rights, please see “ITEM 3: Key Information—Risk Factors—The
government grants we have received for research and development expenditures require us to satisfy specified conditions and restrict our
ability to manufacture products and transfer technologies outside of Israel. If we fail to comply with these conditions or such restrictions,
we may be required to refund grants previously received together with interest and penalties and may be subject to criminal charges.”
37
Subcontracting
We subcontract the repair
of the hardware components of our legacy Service Gateway Tera platform to Flex (Israel) Ltd. This strategy enables us to reduce our fixed
costs, focus on our core research and development competencies and provide flexibility in meeting market demand. Flex (Israel) Ltd. is
contractually obligated to provide us with certain services based on agreed specifications, including integration, assembling, testing,
storing, packaging and procuring the raw materials for our devices. We are not required to provide any minimum orders. Our agreement with
Flex (Israel) Ltd. is automatically renewed annually for additional one-year terms. Flex (Israel) Ltd. may terminate our agreement with
them at any time during the term upon prior notice. We retain the right to procure independently any of the components used in our products.
Flex (Israel) Ltd. has affiliates outside of Israel, to which it can, with the prior consent of the Israel Innovation Authority, transfer
manufacturing of our products if necessary, in which event we may be required to pay increased royalties to the Israel Innovation Authority.
We subcontract the integration
of our software products with off-the-shelf hardware platforms provided mainly by Lenovo and Hewlett Packard Enterprise (HPE). Based on
verbal understandings, Arrow ocs (Israel) performs the integration of the software product with HPE servers, while Malam-Team (Israel)
performs the integration of such software with Lenovo Servers. Such hardware components are manufactured in accordance with the design
of our products.
Some of the hardware
components of our products are obtained from single or limited sources. Since our products have been designed to incorporate these specific
components, any change in these components due to an interruption in supply or our inability to obtain such components on a timely basis
may require engineering changes to our products before we could incorporate substitute components. The global semiconductor shortage could
increase the possibility of making such engineering changes, or taking other remedial measures, as many of our suppliers use semiconductors
in the products we require.
We also purchase off–the-shelf
hardware components from single or limited sources for our security and Traffic Management products. We carry approximately three to nine
months of inventory of key components. We also work closely with our suppliers to monitor the end-of-life of the product cycle for integral
components, and believe that in the event that they announce end of life, we will be able to increase our inventory to allow enough time
for replacing such components. The agreements with our suppliers do not contain any minimum purchase or supply commitments. Product testing
and quality assurance is performed by our integrators using tests and automated testing equipment and according to controlled test documentation
we specify. We also use inspection testing and statistical process controls to assure the quality and reliability of our products.
Competition
We compete against large
companies in a rapidly evolving and highly competitive sector of the networking technology market, which offer, or may offer in the future,
competing technologies, including partial or alternative solutions to operators’ and enterprises’ challenges, and which, similarly
to us, intensely pursue the largest service providers (referred to as Tier 1 operators) as well as large enterprises. Our DPI technology
enabled offerings face significant competition from router and switch infrastructure companies that integrate functionalities into their
platforms addressing some of the same types of issues that our products are designed to address. This competition is expected to intensify
as expansion of 5G networks progresses.
38
Our security products,
which are offered to operators and are deployed in their networks for the purpose of enabling them to provide security services to their
end customers, are subject to competition from companies which offer security products, based on different technology and marketing and
sales approaches. Generally, we compete on the basis of product performance, ease of use and installation, customer support and price.
Our security product
offerings face significant competition from companies that directly approach end customers and offer them security applications to be
installed on their devices; companies that approach the business enterprise sector through distribution channels and offer cloud security
products; and companies that offer security products bundled with other products. By offering our security products to operators that
provide security services to both small and medium size business and individual end customers, we aim to expand the reach of our products.
See “ITEM 3: Key
Information—Risk Factors—Our revenues and business may be adversely affected if we do not effectively compete in the markets
in which we operate.”
Intellectual
Property
Our intellectual property
rights are very important to our business. We believe that the complexity of our products and the know-how incorporated into them makes
it difficult to copy them or replicate their features. We rely on a combination of confidentiality and other protective clauses in our
agreements, copyright and trade secrets to protect our know-how. We also restrict access to our servers physically and through closed
networks since our product designs and software are stored electronically and thus are highly portable.
We customarily require
our employees, subcontractors, customers, distributors, resellers, software testers, technology partners and contractors to execute confidentiality
agreements or agree to confidentiality undertakings when their relationship with us begins. Typically, our employment contracts also include
assignment of intellectual property rights for all inventions developed by employees, non-disclosure of all confidential information,
and non-compete clauses, which generally restrict the employee for six months following termination of employment. The enforceability
of non-compete clauses in certain jurisdictions in which we operate may be limited. See “ITEM 3: Key Information—Risk Factors—If
we are unable to successfully protect the intellectual property embodied in our technology, our business could be harmed significantly.”
The communications equipment
industry is characterized by constant product changes resulting from new technological developments, performance improvements and lower
hardware costs. We believe that our future growth depends to a large extent on our ability to be an innovator in the development and application
of hardware and software technology. As we develop the next generation products, we initiated and continuously pursue patent protection
for our core technologies in the telecommunications market. We have and plan to continue to seek patent protection in our largest markets
and our competitors’ markets, for example in the United States and Europe. As we continue to spread our business into additional
markets, such as Japan and Australia, we will evaluate how best to protect our technologies in those markets. We intend to vigorously
prosecute and defend the rights of our intellectual property.
As of December 31, 2021,
we had 22 issued U.S. patents, two U.S. patents that have recently been allowed but not issued, and seven pending U.S. patent applications.
We expect to formalize our evaluation process for determining which inventions to protect by patents or other means. We cannot be certain
that patents will be issued as a result of the patent applications we have filed.
39
Government
Regulation
Due to the industry and
geographic diversity of our operations and services, our operations are subject to a variety of rules and regulations, and several government
agencies in the United States, the E.U. and other countries regulate various aspects of our business. See the following risk factors in
“ITEM 3. Key Information—D. Risk Factors” for more information on regulation material to our business, financial condition
and results of operations:
| • |
Legal, Regulatory and Compliance Risks—We are subject to certain regulatory
regimes that may affect the way that we conduct business internationally, and our failure to comply with applicable laws and regulations
could materially adversely affect our reputation and result in penalties and increased costs. |
| • |
Legal, Regulatory and Compliance Risks— As with many DPI products, some of
our products may be used by governmental or law enforcement customers in a manner that is, or that is perceived to be, incompatible with
human rights. |
| • |
Legal, Regulatory and Compliance Risks—Demand for our products may be impacted
by government regulation of the internet and telecommunications industry. |
| • |
Legal, Regulatory and Compliance Risks— Our failure to comply with data privacy
laws may expose us to reputational harm and potential regulatory actions and fines. |
| • |
Risks Related to our Ordinary Shares—Our shareholders do not have the same
protections afforded to shareholders of a U.S. company because we have elected to use certain exemptions available to foreign private
issuers from certain corporate governance requirements of Nasdaq. |
| • |
Risks Related to our Ordinary Shares—As a foreign private issuer, we are not
subject to the provisions of Regulation FD or U.S. proxy rules and are exempt from filing certain Exchange Act reports. |
| • |
Risks Related to our Ordinary Shares—Certain U.S. holders of our ordinary
shares may suffer adverse tax consequences if we or any of our non-U.S. subsidiaries are characterized as a “controlled foreign
corporation,” or a CFC, under Section 957(a) of the Code. |
| • |
Risks Related to our Location in Israel —The tax benefits that are available
to us require us to meet several conditions and may be terminated or reduced in the future, which would increase our costs and taxes.
|
| • |
Risks Related to our Location in Israel—The government grants we have received
for research and development expenditures require us to satisfy specified conditions and restrict our ability to manufacture products
and transfer technologies outside of Israel. If we fail to comply with these conditions or such restrictions, we may be required to refund
grants previously received together with interest and penalties and may be subject to criminal charges. |
| • |
General Risks—Our business may be materially affected by changes to fiscal
and tax policies. Potentially negative or unexpected tax consequences of these policies, or the uncertainty surrounding their potential
effects, could adversely affect our results of operations and share price. |
Additionally, see “ITEM
5: Overview—Government Grants” for a description of grants received from the Israel Innovation Authority of the Ministry of
Economy and “ITEM 10: Additional Information—Taxation—United States Federal Income Taxation—Passive Foreign Investment
Company Considerations” for a description of classification as a “passive foreign investment company,” or a PFIC, for
United States federal income tax purposes.
Internal
Cybersecurity
As a provider of innovative
network intelligence and security solutions for mobile and fixed service providers, we are particularly sensitive about the possibility
of cyber-attacks and data theft. A breach of our system could provide data information about us and the customers that our solutions protect.
Further, we may be targeted by cyber-terrorists because we are an Israeli company. We are also aware of the material impact that an actual
or perceived breach of our network may have on the market perception of our products and services and on our potential liability. In 2021,
we believe we have successfully prevented all cyber-attack and breach attempts, with no impact on our ongoing operations.
40
We are focused on instituting
new technologies and solutions to assist in the prevention of potential and attempted cyber-attacks, as well as protective measures and
contingency plans in the event of an existing attack. For instance, in our internal IT systems, we employ identity and access controls,
next-gen endpoint protection and other security measures that we believe make our infrastructure less susceptible to cyber-attacks. We
also continuously monitor our IT networks and systems for intrusions and regularly maintain our backup and protective systems. We have
made certain updates to our IT infrastructure to enhance our ability to prevent and respond to such threats and we routinely test the
infrastructure for vulnerabilities.
We conduct periodic trainings
for our employees in this respect on phishing, malware and other cybersecurity risks to the Company. We also have mechanisms in place
designed to ensure prompt internal reporting of potential or actual cybersecurity breaches, and maintain compliance programs to address
the potential applicability of restrictions on trading while in possession of material, nonpublic information generally and in connection
with a cybersecurity breach. Finally, our agreements with third parties also typically contain provisions that reduce or limit our exposure
to liability.
|
C. |
Organizational Structure
|
As of December 31, 2021,
we held directly and indirectly the percentage indicated of the outstanding capital of the following subsidiaries:
|
Company |
Jurisdiction of Incorporation
|
Percentage
Ownership |
||||
|
Allot Communications Inc. |
United States |
100 |
% | |||
|
Allot Communications Europe SARL |
France |
100 |
% | |||
|
Allot Communications (Asia Pacific) Pte.
Limited |
Singapore |
100 |
% | |||
|
Allot Communications (UK) Limited (with
branches in Spain, Italy and Germany) |
United Kingdom |
100 |
% | |||
|
Allot Communications Japan K.K. |
Japan |
100 |
% | |||
|
Allot Communications Africa (PTY) Ltd
|
South Africa |
100 |
% | |||
|
Allot Communications India Private Ltd
|
India |
100 |
% | |||
|
Allot Communications Spain, S.L. Sociedad
Unipersonal |
Spain |
100 |
% | |||
|
Allot Communications (Colombia) S.A.S
|
Colombia |
100 |
% | |||
|
Allot MexSub |
Mexico |
100 |
% | |||
|
Allot Turkey Komunikasion Hizmeleri limited
|
Turkey |
100 |
% | |||
|
Allot Australia (PTY) LTD |
Australia |
100 |
% | |||
* Allot Ltd also holds
a branch in Colombia.
|
D. |
Property, Plant and Equipment
|
Our principal administrative
and research and development activities are located in our approximately 65,412 square foot (6,077 square meter) facilities in Hod-Hasharon,
Israel. The leases for our facilities vary in dates and terms, with the main facility’s non-stabilized lease expiring in February
2025.
We also lease a total
of 7,664 square feet (712 square meters) in two facilities in Spain, mainly for our sales and research and development operations in Spain,
pursuant to lease agreements. The lease agreement of our main site in Spain was renewed for one year in 2021 and may be renewed for additional
terms by mutual consent.
41
ITEM
4A: Unresolved Staff Comments
Not applicable.
ITEM
5: Operating and Financial Review and Prospects
The information contained
in this section should be read in conjunction with our consolidated financial statements for the year ended December 31, 2021 and related
notes and the information contained elsewhere in this annual report. Our financial statements have been prepared in accordance with U.S.
generally accepted accounting principles (“U.S. GAAP”). This discussion contains forward-looking statements that are subject
to known and unknown risks and uncertainties. As a result of many factors, such as those set forth under “ITEM 3.D: Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements,” our actual results may differ materially from those anticipated
in these forward-looking statements.
|
A. |
Operating Results
|
Overview
We are a leading provider
of innovative network intelligence and security solutions that enable service providers and enterprises to protect and personalize the
digital experience and monetize on their networks. Our flexible and highly scalable service delivery framework leverages the intelligence
in data networks, enabling service providers to get closer to their customers, safeguard network assets and users, and accelerate time-to-revenue
for value-added services. Our customers use our solutions to create sophisticated policies to monitor network applications, enforce quality
of service policies that guarantee mission-critical application performance, mitigate security risks and leverage network infrastructure
investments.
We market and sell our
products through a variety of channels, including direct sales and through our channel partners, which include distributors, resellers,
OEMs and system integrators. We have a diversified end-customer base consisting primarily of service providers, enterprises, government
and law enforcement entities. The resulting intelligent, content-aware broadband networks enable our customers to accurately monitor and
manage network traffic per application, subscriber, network topology and device.
In 2021, the primary
drivers of our revenues were the mobile and fixed markets.
Impacts
from COVID-19
The COVID-19 pandemic
continues to impact the global economy, businesses and capital markets around the world, including the locations in which we operate.
Developments continue to occur rapidly, including the recent emergence and spread of new COVID-19 variants.
While we have not experienced
any major cost reduction initiatives, decreases in revenue, or the inability of our customers to make scheduled payments, we cannot reasonably
estimate the full extent of the impact COVID-19 will have on our financial condition, results of operations, and cash flows in the foreseeable
future. We remain focused on the safety and well-being of our team and on the service of our customers. We will continue to review
and assess the rapidly changing COVID-19 pandemic and its impacts on our team, channel partners, customers, suppliers and our business
in an effort to address any impacts on our business and the services we provide.
The increasing number
of stay-at-home orders has caused a multitude of businesses to transition to extended work-from-home business arrangements. As more companies
around the world have shifted to such arrangements, and thus have a greater number of employees working remotely, networks, data stores
and infrastructure through virtual private networks (VPNs) have become susceptible to cyber-threats and ransomware attacks. In addition,
there has been an overall increase in the volume of network traffic and increased usage of applications, particularly streaming video
services. As a result, we believe that the impact of COVID-19 on the way organizations operate has increased our long-term opportunity
to provide our customers with products and solutions to improve their businesses as they adapt to changing technology and work-from-home
arrangements, and particularly protect customers’ devices and data connected to their networks, as well as detect and mitigate threats
to those networks.
42
We believe these patterns
will likely continue for the foreseeable future, and we strive to be well positioned to maximize our selling opportunities as our customers
seek increased data protection, security measures and other solutions that our products and services already provide. In addition, because
remote working conditions create an increase in network traffic as well as optimal conditions for cyber- and ransomware attacks, we believe
that our solutions, both from the Security product and Smart product families, can serve to protect telecommunication consumers as well
as serve to protect networks and transmitted data from attackers.
The extent to which COVID-19
impacts our business going forward will depend on numerous evolving factors that we cannot reliably predict, including the efficiency
of available vaccines and the availability of such vaccines to the worldwide population, governments’, businesses’ and individuals’
responses to the pandemic, and the continued impact on economic activity. For a discussion of certain risks associated with COVID-19,
please see “ITEM 1A: Risk Factors.”
Key
measures of our performance
Revenues
We generate revenues
from two sources: (1) sales of our network traffic management systems, our network management application solutions and platforms, and
our security solution to telecom providers and (2) the provision of maintenance and support services and professional services, including
installation and training. We generally provide maintenance and support services pursuant to a maintenance and support program, which
may be purchased by customers at the time of product purchase or on a renewal basis.
We recognize revenue
under the core principle that transfer of control of our products or services to our customers should be reflected by an amount that represents
the consideration we expect to receive in revenue. As such, we identify a contract with a customer, identify the performance obligations
in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize
revenues when (or as) we satisfy each performance obligation. We typically grant a one-year hardware and three-month software warranty
on all of our products, or one-year hardware and software warranty to customers that purchase annual maintenance and support. Typically,
our support contracts with our customers provide hot line support, warranty, and software updates and upgrades if and when available.
We record a provision for warranty at the time the product’s revenue is recognized. We estimate the liability of possible warranty
claims based on our historical experience. Warranty claims have to date been immaterial to our results of operations. Maintenance and
support revenues are recognized on a straight-line basis over the term of the applicable maintenance and support agreement. See “—Critical
Accounting Policies and Estimates—Revenue Recognition” below.
Geographical
breakdown. See “—Operating Results—Results of Operations—Revenues.” for the geographic breakdown
of our revenues by percentage for the years ended December 31, 2020 and 2021.
Cost
of revenues and gross margins
Our products’ cost
of revenues consists primarily of costs of materials, manufacturing services and overhead, warehousing and product testing. Our services’
cost of revenues consists primarily of salaries and related personnel costs for our customer success staff. In 2021, our gross margin
decreased compared to 2020, mainly due to a one-time favorable product mix in 2020. In 2020, our gross margin increased compared to 2019,
mainly due to a one-time favorable product mix.
We believe that measuring
our products’ cost of revenues and gross margins is helpful to understand our financial statements and results of operations because
it enables the investors to evaluate the company’s effectiveness in its operations. In addition, our management team uses these
metrics to monitor the company’s performance.
43
Operating
expenses
Research
and development. Our research and development expenses consist primarily of salaries and related personnel costs, costs for subcontractor
services, depreciation, rent and costs of materials consumed in connection with the design and development of our products. We expense
all of our research and development costs as they are incurred. Our net research and development expenses are comprised of gross research
and development expenses offset by financing through grants from the Israel Innovation Authority. Such participation grants are recognized
at the time at which we are entitled to such grants on the basis of the costs incurred and included as a deduction of research and development
expenses (see “—Government Grants” below). We believe that significant investment in research and development, including
hiring high quality research and development personnel, is essential to our future success.
Sales
and marketing. Our sales and marketing expenses consist primarily of salaries and related personnel costs, travel expenses, costs
associated with promotional activities such as public relations, conventions and exhibitions, rental expenses, depreciation and commissions
paid to third parties, promote our brand, establish new marketing channels and expand our presence worldwide.
General
and administrative. Our general and administrative expenses consist of salaries and related personnel costs, rental expenses, costs
for professional services, credit loss expenses and depreciation. General and administrative expenses also include costs associated with
corporate governance, VAT and other tax expenses and regulatory compliance, compliance with the rules implemented by the SEC, Nasdaq and
the TASE and premiums for our director and officer liability insurance.
Approved
Enterprise
Our facilities in Hod-Hasharon,
Israel have been granted Approved Enterprise status under the Encouragement of Capital Investments Law, 1959, and enjoy certain tax benefits
under this program. We intend to utilize these tax benefits after we utilize our net operating loss carry forwards. As of December 31,
2021, our net operating loss carry forwards for Israeli tax purposes totaled approximately $64.9 million. Income derived from other sources,
other than through our “Approved Enterprise” status, during the benefit period will be subject to the regular corporate tax
rate.
Government
Grants
Our research and development
efforts have been financed, in part, through grants from the Israel Innovation Authority under our approved plans in accordance with the
Research and Development Law. In 2020 and 2021, we received grants from the Israel Innovation Authority through non-royalty bearing programs.
Factors
Affecting Our Performance
Our business, financial
position and results of operations, as well as the period-to-period comparability of our financial results, are significantly affected
by a number of factors, some of which are beyond our control, including:
Customer
concentration. The revenues derived from our largest customer in each of the past three years were 11%, 43% and 16% of our total
revenues in 2021, 2020 and 2019, respectively. The revenues derived from our second largest customer amounted to 9%, 11% and 11% of our
total revenues for 2021, 2020 and 2019, respectively. The revenues from our largest customer in 2020 were for a one-time delivery of products,
including AllotSmart products and related services, which will not recur in subsequent years, although will be subject to ongoing maintenance
revenues. While we have some visibility into the likely scope of the customers’ projects, our relationships are conducted solely
on a purchase order basis and we do not have any commitment for future purchase orders from these customers. The loss of any of such third
parties could harm our results of operations and financial condition.
44
Size
of end-customers and sales cycles. We have a global, diversified end-customer base consisting primarily of service providers, enterprises,
government and law enforcement entities. The deployment of our products by small and midsize enterprises and service providers can be
completed relatively quickly. Large service providers take longer to plan the integration of our solutions into their existing networks
and to set goals for the implementation of the technology. Sales to large service providers are therefore more complicated as they involve
a relatively larger number of network elements and solutions. We are seeking to obtain further significant customers in the large service
provider market that would positively impact our future performance. The longer sales cycles associated with the increased sales to large
service providers of our platforms may increase the unpredictability of the timing of our sales and may cause our quarterly and annual
operating results to fluctuate if a significant customer delays its purchasing decision and/or defers an order. Furthermore, longer sales
cycles may result in delays from the time we increase our operating expenses and make investments in inventory to the time that we generate
revenue from related product sales.
Average
selling prices. Our performance is affected by the selling prices of our products. We price our products based on several factors,
including manufacturing costs, the stage of the product’s life cycle, competition, technical complexity of the product, and discounts
given to channel partners in certain territories. We typically are able to charge the highest price for a product when it is first introduced
to the market. We expect that the average selling prices for our products will decrease over each product’s life cycle as our competitors
introduce new products. In order to maintain or increase our current prices, we expect that we will need to enhance the functionality
of our existing products by offering higher system speeds, additional products and features, such as additional security functions, supporting
additional applications and providing enhanced reporting tools. We also from time to time introduce enhanced products, typically higher-end
models that include new architecture and design and new capabilities. Such enhanced products typically increase our average selling price.
To further offset such declines, we sell maintenance and support programs for our products, and as our customer base and number of field
installations grow, our related service revenues are expected to increase.
Cost
of revenues and cost reductions. Our cost of revenues as a percentage of total revenues was 29.5% for 2020 and 30.6% for 2021.
Our products use off-the-shelf components and typically the prices of such components decline over time. However, the introduction and
sale of new or enhanced products and services may result in an increase in our cost of revenues. We make a continuous effort to identify
cheaper components of comparable performance and quality. We also seek improvements in engineering and manufacturing efficiency to reduce
costs. Our products incorporate features that are purchased from third parties. In addition, new products usually have higher costs during
the initial introduction period. We generally expect such costs to decline as the product matures and sales volume increases. The introduction
of new products may also involve a significant decrease in demand for older products. Such a decrease may result in a devaluation or write-off
of such older products and their respective components. The growth of our customer base is usually coupled with increased service revenues
primarily resulting from increased maintenance and support. In addition, the growth of our installed base with large service providers
may result in increased demand for professional services, such as training and installation services. An increase in demand for such services
may require us to hire additional personnel and incur other expenditures. However, these additional expenses, handled efficiently, may
be utilized to further support the growth of our customer base and increase service revenues. In 2021 and 2020, our cost of revenues increased
due to an increase in revenues.
Currency
exposure. A majority of our revenues in previous years and a substantial portion of our expenses are denominated in the U.S. dollar.
However, a significant portion of our revenues is incurred in currencies other than the U.S. dollar, for example in Euros. In addition,
a significant portion of our expenses, associated with our global operations, including personnel and facilities-related expenses, are
incurred in currencies other than the U.S. dollar; this is the case primarily in Israel and to a lesser extent in other countries in Europe,
Asia, Africa and Latin America. Consequently, a decrease in the value of the U.S. dollar relative to local currencies will increase the
dollar cost of our operations in these countries. A relative decrease in the value of the U.S. dollar would be partially offset to the
extent that we generate revenues in such currencies. In order to partially mitigate this exposure, we have decided in the past and may
decide from time to time in the future to enter into hedging transactions. We may discontinue hedging activities at any time. As such
decisions involve substantial judgment and assessments primarily regarding future trends in foreign exchange markets, which are very volatile,
as well as our future level and timing of cash flows of these currencies, we cannot provide any assurance that such hedging transactions
will not affect our results of operations when they are realized. See Note [5] to our consolidated financial statements included elsewhere
in this annual report for further information. Also see “ITEM 11: Quantitative and Qualitative Disclosure About Market Risk.”
45
Interest
rate exposure. We have a significant amount of cash that is currently invested primarily in interest bearing vehicles, such as
bank time deposits and available for sale marketable securities. These investments expose us to risks associated with interest rate fluctuations
See “ITEM 11: Quantitative and Qualitative Disclosure About Market Risk.”
Impacts
of COVID-19. The trajectory of the pandemic remains highly uncertain, and we cannot predict the impacts, trends and uncertainties
resulting from the pandemic’s effect on global economic activity, the industry in which we operate, our sales, the availability
and price of our component parts, and the extent to which our operations and our business may be materially and adversely affected. For
more information on the impacts to our business and industry as a result of COVID-19, please see “ITEM 5: Operating and Financial
Review and Prospects—Impacts from COVID-19.”
Results
of Operations
The following table sets
forth our statements of operations as a percentage of revenues for the periods indicated:
|
Year Ended December 31,
|
||||||||
|
2020 |
2021 |
|||||||
|
Revenues: |
||||||||
|
Products |
68.1 |
60.6 |
||||||
|
Services |
31.9 |
39.4 |
||||||
|
Total revenues
|
100 |
100 |
||||||
|
Cost of revenues:
|
||||||||
|
Products |
21 |
21.7 |
||||||
|
Services |
8.5 |
8.9 |
||||||
|
Total cost of revenues
|
29.5 |
30.6 |
||||||
|
Gross profit |
70.5 |
69.4 |
||||||
|
Operating expenses:
|
||||||||
|
Research and development, net |
32 |
32.3 |
||||||
|
Sales and marketing |
35 |
35.9 |
||||||
|
General and administrative |
10.2 |
10.4 |
||||||
|
Total operating expenses |
77.2 |
78.6 |
||||||
|
Operating loss |
6.6 |
9.3 |
||||||
|
Financing income, net |
1.3 |
0.2 |
||||||
|
Loss before income tax expense |
5.3 |
9.1 |
||||||
|
tax expense |
1.6 |
1.3 |
||||||
|
Net loss |
6.9 |
10.3 |
||||||
Revenues
See “ITEM 4B: Information
on Allot—Business Overview—Customers” for the geographic breakdown of our revenues by percentage for the years ended
December 31, 2019, 2020 and 2021.
Year
Ended December 31, 2021 Compared to Year Ended December 31, 2020
Products.
Product revenues decreased by $4.3 million, or 4.6%, to $88.2 million in 2021 from $92.5 million in 2020. The decrease in revenues in
2021 was mainly attributable to a decrease in projects which require a large portion of hardware components.
46
Services.
Service revenues increased by $14 million, or 32.2%, to $57.4 million in 2021 from $43.4 million in 2020. The increase was mainly attributed
to an increase in professional services and support and maintenance.
Product revenues comprised
60.6% of our total revenues in 2021, a decrease of 7.5% compared to 2020 while the services revenues portion of total revenues comprised
39.4% of our total revenues in 2021, an increase by 7.5%.
Cost
of revenues and gross margin
Products.
Cost of product revenues increased by $3.1 million, or 10.8%, to $31.6 million in 2021 from $28.5 million in 2020. Product gross margin
decreased to 64.2% in 2021 from 69.2% in 2020. This decrease is mainly attributed to inventory write-off in 2021.
Services.
Cost of services revenues increased by $1.4 million, or 12%, to $13 million in 2021 from $11.6 million in 2020. Services gross margin
increased to 77.4% in 2021 from 73.4% in 2020. This increase is mainly attributed to better services mix sold.
Total gross margin decreased
from 70.5% in 2020 to 69.4% in 2021.
Operating
expenses
Research
and development. Gross research and development expenses increased by $3.5 million, or 8%, to $47.3 million in 2021 from $43.8
million in 2020. The increase in our research and development expenses is mainly attributable to our increase in payroll-related and subcontractors’
expenses. Gross research and development expenses as a percentage of total revenues increased to 32.5% (32.3%, net) in 2021 from 32.2%
(32%, net) in 2020.
Sales
and marketing. Sales and marketing expenses increased by $4.8 million, or 10.1%, to $52.3 million in 2021 from $47.5 million in
2020. The increase in our sales and marketing expenses is mainly attributable to our increased efforts to strengthen our position in certain
territories, which led to increase in payroll-related and finder fee expenses. Sales and marketing expenses as a percentage of total revenues
increased to 35.9% in 2021 from 35% in 2020.
General
and administrative. General and administrative expenses increased by $1.2 million, or 9%, to $15.1 million in 2021 from $13.9 million
in 2020, deriving mainly from increase in payroll-related expenses, insurance expenses and legal fees in 2021. General and administrative
expenses as a percentage of revenues increased to 10.4% in 2021 from 10.1% in 2020.
Financial
income, net. In 2021 we had $0.3 million financial income, net. In 2020, we had $1.9 million financial income, net. The change
in 2021 was mainly attributed to decrease in interest income and an increase in exchange rate differences expenses.
Income
tax expense. Income tax expense in 2021 was $1.9 million, compared to income tax expense of $2.2 million in 2020. The decrease
in 2021 was mainly due to a decrease in the write-off of withholding taxes expenses of approximately $0.2 million, a decrease in tax exposures
expenses of $0.4 million and an increase in current and previous year’s tax and deferred tax expenses of $0.3 million, compared
to 2020.
For a discussion of our
operating results for the fiscal year ended December 31, 2020 as compared to the fiscal year ended December 31, 2019, see “ITEM
5. Operating and Financial Review and Prospects—Operating Results” of our Annual Report on Form 20-F for the fiscal year ended
December 31, 2020, which was filed with the SEC on March 15, 2021.
47
|
B. |
Liquidity and Capital
Resources |
As of December 31, 2021,
we had $11.7 million in cash and cash equivalents, $11.5 million available for sale marketable securities, $62.2 million in short-term
deposits and restricted deposits and $0.2 million in long-term deposits. As of December 31, 2021, our working capital, which we calculate
by subtracting our current liabilities from our current assets, was $80.7 million.
Based on our current
business plan, we believe that our existing cash balances will be sufficient to meet our anticipated cash needs for working capital and
capital expenditures for at least the next twelve months. If our estimates of revenues, expense or capital or liquidity requirements change
or are inaccurate and are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or arrange additional
debt financing. In addition, we may seek to sell additional equity or arrange debt financing to give us financial flexibility to pursue
attractive acquisitions or investment opportunities that may arise in the future.
Operating
Activities
Net cash used in operating
activities in 2021 was $8.4 million. Net cash used in operating activities consisted mainly of a net loss of $15 million, depreciation,
amortization and impairment of intangible assets of $5.6 million, $8 million of share-based compensation expense, a decrease of $1.5 million
in inventory, an increase of $0.5 million in employees and payroll accruals, an increase of $16.8 million in trade receivables, an increase
of $1.9 million in trade payables, a decrease of $1.6 million in other payables and accrued expenses, a decrease of $4.9 million in other
receivables and prepaid expenses, an increase of $1.6 million in deferred revenues and $1.1 million related to other operating activities.
The change in employees and payroll accruals, trade payables and other receivables and prepaid expenses was mainly due to advanced payments
to suppliers and payroll-related items occurring in 2020.
During 2020, we had $12.2
million in cash and cash equivalents from operating activities. Net cash used in operating activities consisted mainly of a net loss of
$9.3 million, depreciation, amortization and impairment of intangible assets of $4.3 million, $5.2 million of share-based compensation
expense, an increase of $1.9 million in inventory, an increase of $2 million in employees and payroll accruals, a decrease of $8.3 million
in trade receivables, a decrease of $9.6 million in trade payables, an increase of $3 in other payables and accrued expenses, an increase
of $7.3 million in other receivables and prepaid expenses, a decrease of $5.2 million in deferred revenues and $1.7 million related to
other operating activities. The change in employees and payroll accruals, trade payables and other receivables and prepaid expenses was
mainly due to advanced payments to suppliers and payroll-related items.
Investing
Activities
Net cash used for investing
activities in 2021 was $6.3 million, primarily attributable to proceeds from redemption or sale of marketable securities of $15.1 million
and increase in restricted deposit of $0.3 million. The above changes were partially offset by investment in Short-term deposits of $13.5
million and purchase of property and equipment of $7.6 million.
Net cash provided by
investing activities in 2020 was $17.1 million, primarily attributable to proceeds from redemption or sale of marketable securities of
$34.8 million and decrease in restricted deposit of $32.9 million The above changes were partially offset by investment in Short-term
deposits of $41.9 million, purchase of property and equipment of $7.5 million and investment in marketable securities of $1.2 million.
We expect that our capital
expenditures will total approximately $4.3 million in 2022. We anticipate that these capital expenditures will be primarily related to
purchase of equipment of SECaaS deals and to further investments in lab equipment for research and development and customer success as
well as IT infrastructure.
Financing
Activities
Net cash provided by
financing activities in 2021 was $2.8 million, which was mainly attributable to issuance of share capital through the exercise of share
options.
48
Net cash provided by
financing activities in 2020 was $1.8 million, which was mainly attributable to issuance of share capital through the exercise of share
options.
For a discussion of our
liquidity and capital resources for the fiscal year ended December 31, 2019, see “ITEM 5. Operating and Financial Review and Prospects—Liquidity
and Capital Resources” of our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which was filed with the SEC
on March 15, 2021.
Recent
Developments. On February 18, 2022, we issued to Lynrock Lake Master Fund LP a senior unsecured promissory note, convertible into
our ordinary shares, with an aggregate principal amount of $40 million. The note will mature on February 14, 2025, subject to the Company’s
option to extend the maturity date by one year up to two times.
Material
Cash Requirements
Our material cash requirements
as of December 31, 2021, and any subsequent interim period, primarily include our capital expenditures, lease obligations and purchase
obligations.
Our capital expenditures
primarily consist of purchases of lab equipment, computers and peripheral equipment, office furniture and equipment, leasehold improvements
and SECaaS equipment. Our capital expenditures were $3.7 million in 2019, $7.6 million in 2020 and $7.6 million in 2021. We will continue
to make capital expenditures to meet the expected growth of our business.
Our lease obligations
consist of the commitments under the lease agreements for our group facilities and motor vehicles. The group facilities are leased under
several lease agreements with various expiration dates. Our leasing expense were $3.1 million in 2019, $3.3 million in 2020 and $3.1 million
in 2021.
Our purchase obligations
consist primarily of commitments for our operating activities. Our operating expenses were $85 million in 2019, $105 million in 2020
and $115 million in 2021. More than 80% of the Company’s operating expenses are attributable to salary expenses.
We intend to fund our
existing and future material cash requirements with our existing cash balance. We will continue to make cash commitments, including capital
expenditures, to support the growth of our business.
Other than as discussed
above, we did not have any significant capital and other commitments or long-term obligations as of December 31, 2021.
|
C. |
Research and Development,
Patents and Licenses |
In 2019, 2020 and 2021,
we received non-royalty bearing grants from the Israel Innovation Authority. However, the terms of the grants require us to comply with
the IIA’s restrictions and obligations as set out below.
| • |
Local Manufacturing Obligation. We must
manufacture the products developed with these grants in Israel. We may manufacture the products outside Israel only if we receive prior
approval from the IIA (such approval is not required for the transfer of up to 10% of the manufacturing capacity in the aggregate, in
which case a notice must be provided to the IIA and not objected to by the IIA within 30 days of such notice). |
| • |
Know-How Transfer Limitation. We have certain
limitations on our ability to transfer know-how funded by the IIA. Approval of any transfer of IIA funded know-how to another Israeli
company will be granted only if the recipient abides by the provisions of the Innovation Law and related regulations. Transfer of IIA
funded know-how outside of Israel requires prior approval of the IIA and may be subject to payments to the IIA. |
49
| • |
Change of Control. We must notify the IIA
in respect of any change in the ownership of our shares. In respect of any non-Israeli citizen, resident or entity that, among other things,
(i) becomes a holder of 5% or more of our share capital or voting rights, (ii) is entitled to appoint one or more of our directors or
our chief executive officer or (iii) serves as one of our directors or as our chief executive officer (including holders of 25% or more
of the voting power, equity or the right to nominate directors in such direct holder, if applicable) are required to obtain an undertaking
to comply with the rules and regulations applicable to the grant programs of the IIA. |
Approval to manufacture
products outside of Israel or consent to the transfer of IIA funded know-how, if requested, is within the discretion of the IIA. Furthermore,
the IIA may impose conditions on any arrangement under which it permits us to transfer IIA funded know-how or manufacturing out of Israel.
As of December 31, 2021,
we had 22 issued U.S. patents, two U.S. patents that have recently been allowed but not issued, and seven pending U.S. patent applications.
We expect to formalize our evaluation process for determining which inventions to protect by patents or other means. We cannot be certain
that patents will be issued as a result of the patent applications we have filed.
|
D. |
Trend Information
|
See “ITEM 5: Operating
and Financial Review and Prospects” above and “Impact of COVID-19” under Item 5.A above.
|
E. |
Critical Accounting Estimates
|
The preparation of financial
statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. These estimates and judgments are subject to an inherent degree
of uncertainty and actual results may differ. Our significant accounting policies are more fully described in Note [2] to our consolidated
financial statements included elsewhere in this annual report. Certain of our accounting policies are particularly important to the portrayal
of our financial position and results of operations. In applying these critical accounting policies, our management uses its judgment
to determine the appropriate assumptions to be used in making certain estimates. Those estimates are based on our historical experience,
the terms of existing contracts, our observance of trends in our industry, information provided by our customers and information available
from other outside sources, as appropriate. With respect to our policies on revenue recognition and warranty costs, our historical experience
is based principally on our operations since we commenced selling our products in 1998. Our estimates are primarily guided by observing
the following critical accounting policies:
| • |
Revenue recognition; |
| • |
Provision for returns; |
| • |
Allowance for credit losses; |
| • |
Accounting for share-based compensation; |
| • |
Inventories; |
| • |
Marketable securities; |
| • |
Impairment of goodwill and long lived assets; |
| • |
Income taxes; |
| • |
Contingent liabilities; and |
| • |
Contingent Consideration. |
50
Because each of the accounting
policies listed above requires the exercise of certain judgments and the use of estimates, actual results may differ from our estimations
and as a result would increase or decrease our future revenues and net income.
Revenue
recognition. The Company generates revenues mainly from selling its products along with related maintenance and support services.
At times, these arrangements may also include professional services, such as installation services or training. Some of the Company’s
product sales are through resellers, distributors, OEMs and system integrators, all of whom are considered end-users. The Company also
generates revenues from services, in which the Company provides network filtering and security services to its customers.
The Company adopted accounting
standards codification 606, “Revenue from Contracts with Customers” (“ASC 606”), effective on January 1, 2018.
The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in
an amount reflecting the consideration the Company expects to receive. As such, the Company identifies a contract with a customer, identifies
the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation
in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation.
Most of the Company’s
contracts usually include combinations of products and services, that are capable of being distinct and accounted for as separate performance
obligations.
The products are distinct
as the customer can derive the economic benefit of it without any professional services, updates or technical support. The Company allocates
the transaction price to each performance obligation based on its relative standalone selling price out of the total consideration of
the contract. For support, the Company determines the standalone selling prices based on the price at which the Company separately sells
a renewal support contract on a stand-alone basis. For professional services, the Company determines the standalone selling prices based
on the price at which the Company separately sells those services on a stand-alone basis. If the standalone selling price is not observable,
the Company estimates the standalone selling price by taking into account available information such as geographic or regional specific
factors, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation.
Product revenue is recognized
at a point in time when the performance obligation is being satisfied. Maintenance and support related revenues are deferred and recognized
on a straight-line basis over the term of the applicable maintenance and support agreement. Professional services are usually recognized
at a point in time when the performance obligation is being satisfied.
The Company also enters
into service contracts, in which the Company provides SECaaS solutions to operators, which the Company considers as its customers. The
Company’s SECaaS solutions are offered to operators on a Revenue Share business model, where both the Company and the operator share
the revenue generated from the operator’s subscribers. Most of the Company’s SECaaS contracts contain a single performance
obligation comprised of series of distinct goods and services satisfied over time. The contracts consideration is based on usage by the
operator’s subscribers. As such, the Company allocates the variable consideration in those contracts to distinct service periods
in which the service is provided and recognizes revenue for each distinct service period.
Provision
for returns. We provide a provision for product returns based on its experience with historical sales returns. Such provisions
amounted to $0.2 million and $0.3 million as of December 31, 2021 and 2020, respectively.
Allowance
for credit losses. Trade receivables are recorded and carried at the original invoiced amount which was recognized as revenues
less an allowance for any potential uncollectible amounts. The Company makes estimates of expected credit losses for the allowance for
credit losses and allowance for unbilled receivables based upon its assessment of various factors, including historical experience, the
age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts
of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit losses allowance
is recorded as general and administrative expenses on the Company’s consolidated statements of income (loss).
51
Accounting
for share-based compensation. We account for share-based compensation in accordance with Accounting Standards Codification No.
718, “Compensation - Stock Compensation” (“ASC No. 718”) that requires companies to estimate the fair value of
equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately
expected to vest is recognized as an expense over the requisite service periods in our consolidated statement of comprehensive loss. We
recognize compensation expense for the value of its awards granted based on the straight-line method over the requisite service period
of each of the awards, net of estimated forfeitures. ASC No. 718 requires forfeitures to be estimated at the time of the grant and revised
in subsequent periods if actual forfeitures differ from those estimates. The expected annual pre-vesting forfeiture rate affects the number
of vested RSUs. The pre-vesting rate ranged between 0% and 30% in the years 2021, 2020 and 2019. In connection with the grant of options
and RSUs, we recorded total share-based compensation expenses of $5.2 million in 2020 and $8 million in 2021. In 2021, $0.6 million, $2.5
million, $3.2 million and $1.7 million of our share-based compensation expense resulted from cost of revenue, research and development
expenses, net, sales and marketing expenses and general and administrative expenses, respectively, based on the department in which the
recipient of the option grant was employed. As of December 31, 2021, we had an aggregate of $18.1 million of unrecognized share-based
compensation remaining to be recognized over a weighted average vesting period of 2.3 years.
Inventories
are stated at the lower of cost or market value. Inventory write-offs are provided to cover risks arising from slow-moving items, technological
obsolescence, excess inventory and discontinued products. Inventory write-off expenses in 2021 and 2020 totaled $4.6 million and $1.9
million, respectively.
Marketable
securities. We account for our investments in marketable securities using Accounting Standards Codification No. 320, “Investments
– Debt and Equity Securities” (“ASC No. 320”).
We determine the appropriate
classification of marketable securities at the time of purchase and evaluate such designation as of each balance sheet date. We classify
all of our investments in marketable securities as available for sale. Available for sale securities are carried at fair value, with unrealized
gains and losses reported in “accumulated other comprehensive income (loss)” in shareholders’ equity. Realized gains
and losses on sales of investments are included in earnings and are derived using the specific identification method for determining the
cost of securities. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization together with interest and dividends on securities are included in financial income, net, if any.
As of December 31, 2021,
we held available for sale marketable securities of $11.5 million. As of December 31, 2021, the accumulated unrealized gain recorded in
other comprehensive income was $0.1 million.
Impairment
of goodwill and long-lived assets.
ASC 350 allows an entity
to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the
qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required.
If the Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting
unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of reporting
unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, the Company recognizes
an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB Accounting Standards Update (“ASU”)
No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, which we adopted as of January
1, 2020.
The Company operates
in one operating segment, and this segment comprises its only reporting unit. The Company has performed an annual impairment analysis
as of December 31, 2021 and determined that the carrying value of the reporting unit was lower than the fair value of the reporting unit.
Fair value is determined using market value. During the years 2021, 2020 and 2019, no impairment losses were recorded.
52
We perform an annual
impairment analysis of goodwill at December 31 of each year, or more often as applicable. We operate in one operating segment, and this
segment comprises only one reporting unit. The provisions of ASC No. 350 require that a two-step impairment test be performed on goodwill
at the level of the reporting units. In the first step, we compare the fair value of the reporting unit to its carrying value. If the
fair value exceeds the carrying value of the net assets, goodwill is considered not impaired, and no further testing is required to be
performed. If the carrying value of the net assets exceeds the fair value, then we must perform the second step of the impairment test
in order to determine the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, then we would
record an impairment loss equal to the difference.
We believe that our business
activity and management structure meet the criterion of being a single reporting unit for accounting purposes. We performed an annual
impairment analysis as of December 31, 2021 and determined that the carrying value of the reporting unit was lower than the fair value
of the reporting unit. Fair value is determined using market value. During the years ended 2020 and 2021, no impairment losses were recorded.
Intangible assets acquired
in a business combination are recorded at fair value at the date of the acquisition. Following initial recognition, intangible assets
are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets are
assessed to be either finite or indefinite. Intangible assets that are not considered to have an indefinite useful life are amortized
over their estimated useful lives. Some of the acquired intangible assets are amortized over their estimated useful lives in proportion
to the economic benefits realized. This accounting policy results in accelerated amortization of such customer relationships and backlog
as compared to the straight-line method. All other intangible assets are amortized over their estimated useful lives on a straight-line
basis.
Property and equipment
and intangible assets subject to amortization are reviewed for impairment in accordance with ASC No. 360, “Accounting for the Impairment
or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years
ended 2020 and 2021, no impairment losses were recorded.
Income
taxes. We account for income taxes in accordance with Accounting Standards Codification No. 740, “Income Taxes” (“ASC
No. 740”). ASC No. 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are
determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted
tax rates and laws that will be in effect when the differences are expected to reverse. We provide a valuation allowance, if necessary,
to reduce deferred tax assets to their estimated realizable value in the near future, if it is more likely than not that some portion
or all of the deferred tax assets will not be realized.
In Israel, we have accumulated
operating loss carry forwards of approximately $64.9 million and capital losses of approximately $27 million for tax purposes as of December
31, 2021, which may be carried forward and offset against ordinary income and capital gains respectively in the future for an indefinite
period. In the United States, the accumulated losses for U.S. federal income tax return purposes were approximately $4 million and the
accumulated losses for U.S. state income tax return purposes were approximately $5 million. The federal accumulated losses for tax purposes
expire between 2026 and 2037. U.S. states have varying rules regarding expiration of net operating losses. We believe that because of
our history of losses, and uncertainty with respect to future taxable income, it is more likely than not that the deferred tax assets
regarding the loss carry forwards will not be utilized in the foreseeable future, and therefore, a valuation allowance was provided to
reduce deferred tax assets to nil. The valuation allowance attributed to such losses for the year ended December 31, 2021 was $30 million.
53
ASC No. 740 contains
a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position
taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than
not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals
or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized
upon ultimate settlement.
Contingent
liabilities. We are, from time to time, involved in claims, lawsuits, government investigations, and other proceedings arising
in the ordinary course of our business. In making a determination regarding provisions for liability, using available information, we
evaluate the likelihood of an unfavorable outcome in legal or regulatory proceedings to which we are a party to and record a loss contingency
when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. These subjective determinations
are based on the status of such legal or regulatory proceedings, the merits of our defenses and consultation with legal counsel. Legal
proceedings are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of
these estimates and assumptions change or prove to have been incorrect, it could have a material impact on our results of operations,
financial position and cash flows.
Contingent
Consideration. We measure liabilities related to earn-out payments at fair value at the end of each reporting period. The fair
value was estimated by utilizing the future potential cash payments discounted to arrive at a present value amount, based on our expectation.
The discount rate was based on the Monte-Carlo simulation method by taking into account, forecast future revenues, expected volatility
and weighted average cost of debt.
For more information
regarding recently issued accounting pronouncements see Note 2 to the consolidated financial statements.
ITEM
6: Directors, Senior Management and Employees
|
A. |
Directors and Senior
Management |
The following table sets
forth the names, ages and positions of our directors and executive officers as of March 1, 2022:
|
Name |
Age |
Position | |||
|
Directors
|
|||||
|
Yigal Jacoby(5)
|
61 |
Chairman of the Board | |||
|
Manuel Echanove(5)
|
57 |
Director | |||
|
Itsik Danziger (5)
|
73 |
Director | |||
|
Efrat Makov (1)(2)(3)(4)(5)
|
53 |
Director | |||
|
Steven D. Levy (1)(2)(4)(5)
|
65 |
Director | |||
|
Miron (Ronnie) Kenneth (1)(2)(5)
|
66 |
Director | |||
|
Nadav Zohar (5)
|
56 |
Director | |||
|
|
|||||
|
Executive
Officers |
|||||
|
Erez Antebi |
63 |
Chief Executive Officer and President
| |||
|
Ziv Leitman |
63 |
Chief Financial Officer | |||
|
Rael Kolevsohn |
52 |
Vice President, Legal Affairs, General Counsel
and Company Secretary | |||
|
Keren Rubanenko |
45 |
Senior Vice President, Cyber Security Business
Unit | |||
|
Assaf Eyal |
62 |
Senior Vice President, Global Sales
| |||
|
Vered Zur |
58 |
Vice President, Marketing | |||
|
Mark Shteiman |
45 |
Senior Vice President Allot Smart Business
Unit | |||
|
Aharon Mullokandov |
39 |
Vice President, RD Cyber Security Business
Unit | |||
|
Noam Lila |
46 |
Senior Vice President, Customer Success and
Operations | |||
|
_____________ | |||||
|
(1) |
Member of our compensation and nomination
committee. | ||||
|
(2) |
Member of our audit committee. |
||||
|
(3) |
Lead independent director. | ||||
|
(4) |
Outside director. | ||||
|
(5) |
Independent director under the rules of
Nasdaq. | ||||
54
Directors
Yigal
Jacoby has served as Chairman of our board of directors since November 2016. Mr. Jacoby co-founded our company in 1996, served
as our Chief Executive Officer until 2006 and as a Chairman of our board of directors until 2008. Prior to co-founding Allot, Mr. Jacoby
founded Armon Networking, a manufacturer of network management solutions in 1992, and managed it until it was acquired by Bay Networks,
a network hardware vendor, where he served as the General Manager of its Network Management Division. From 1985 to 1992, Mr. Jacoby held
various engineering and marketing management positions at Tekelec, a manufacturer of Telecommunication monitoring and diagnostic equipment.
Currently, Mr. Jacoby is an active investor and director of several Israeli start-up companies. Mr. Jacoby has a B.A., cum laude, in Computer
Science from Technion — Israel Institute of Technology and a M.Sc. in Computer Science from University of Southern California.
Manuel
Echanove has served as a director since July 2017. Prior to his appointment Mr. Echanove served in various management positions
with the Telefonica group, a multinational telecommunications company, between 1996 and 2012. During his tenure at Telefonica, Mr. Echanove
held various senior management positions as Commercial General Manager, General Director of Business Development and General Director
of Multimedia and Brand Business. He also served as General Manager in the Corporate Strategy area of Telefónica S.A. before leaving
Telefonica in 2012. Prior to joining Telefonica, Mr. Echanove served in sales and marketing management positions at France Telecom, British
Telecom, each a multinational telecommunications company, and Data General, a minicomputer firm. Mr. Echanove is currently the CEO of
Wetania Consulting S.L. a management consulting company, which he founded in 2013. Mr. Echanove has an Economics and Business Administration
degree from the Universidad Pontificia de Comillas.
Itsik
Danziger has served as a director since 2011. Prior to his appointment as a director, Mr. Danziger served as an observer to our
board since 2010. Itzhak Danziger serves as a member of the board of Galil Software, an Israeli software services company, and as a director
of EyeControl and Jinni Media, privately held technology companies. From 1985 to 2007, Mr. Danziger held various executive positions at
Comverse, a technology companies group that develops and markets telecommunications systems, including as president of Comverse Technology
Group, as president of Comverse Network Systems and as chairman of Comverse subsidiary - Starhome. Prior to joining Comverse, Mr. Danziger
held various RD and management positions in Tadiran Telecom Division, a privately held manufacturer of business telecommunications
equipment. In the non-profit sector, Mr. Danziger serves as the chairman of the Center for Educational Technology (CET), as Vice President
and board member of the New Israel Fund (NIF), a non-profit for social justice and equality, the chairman of Israel Venture Network (IVN)
- Yozma fund for investments in social businesses and a director in Israel Venture Network (IVN), a venture philanthropy NGO. Mr. Danziger
was also a member of the National Task Force for the Advancement of Education in Israel (Dovrat Committee). Mr. Danziger holds a B.Sc.
cum laude and a M.Sc. in electrical engineering from the Technion - Israel Institute of Technology and an M.A. cum laude in philosophy
and digital culture from Tel Aviv University.
Efrat
Makov has served as the lead independent director on our board since 2021. She has served as a director of iSPAC 1 Ltd. (TASE:
ISPC) since July 2021 and B Communications Ltd. (TASE: BCOM) since November 2019. Ms. Makov previously served as a director of BioLight
Life Sciences Ltd. (TASE: BOLT), an emerging global ophthalmic company, from April 2011 to July 2020. Ms. Makov served as a director of
Kamada Ltd. (NASDAQ: KMDA), a plasma-derived biopharmaceutical company, from December 2018 to December 2019 and of Anchiano Therapeutics
Ltd. (NASDAQ: ANCN) (now known as Chemomab Therapeutics Ltd. (NASDAQ: CMMB)), a clinical-stage biopharmaceutical company, from September
2018 to February 2020. Ms. Makov served as the Chief Financial Officer of Alvarion Ltd. (formerly NASDAQ; TASE: ALVR), a global provider
of autonomous Wi-Fi networks, from April 2007 to December 2010. Ms. Makov served as the Chief Financial Officer of Aladdin Knowledge Systems
Ltd. (formerly NASDAQ; TASE: ALDN), an information security leader specializing in authentication, software DRM and content security,
from September 2005 to January 2007, where she was responsible for the finance, operations, information systems and human resources functions.
Prior to that, Ms. Makov served in management positions at two Israeli-based public companies, including as Vice President of Finance
at Check Point Software Technologies Ltd. (NASDAQ: CHKP), a worldwide leader in IT security, from September 2002 to August 2005. Ms. Makov
served as Director of Finance for NUR Macroprinters Ltd. (formerly NASDAQ: NURM) (now known as Ellomay Capital Ltd. (NYSE; TASE: ELLO)),
from August 2000 to August 2002. Prior to that, Ms. Makov spent seven years in public accounting with Arthur Andersen LLP in its New York,
London and Tel Aviv offices. Ms. Makov holds a B.A. degree in Accounting and Economics from Tel Aviv University and is a certified public
accountant in Israel and the United States.
55
Steven
D. Levy has served as an outside director since 2007. Mr. Levy served as a Managing Director and Global Head of Communications
Technology Research at Lehman Brothers, a global financial services firm, from 1998 to 2005. Before joining Lehman Brothers, Mr. Levy
was a Director of Telecommunications Research at Salomon Brothers, an American investment bank, from 1997 to 1998, Managing Director and
Head of the Communications Research Team at Oppenheimer Co., a global full-service brokerage and investment bank from 1994 to 1997
and a senior communications analyst at Hambrecht Quist, a California-based investment bank, from 1986 to 1994. Mr. Levy has served
as a director of PCTEL, a broadband wireless technology company since 2006 and currently serves as their Chairman and served as a director
of Edison Properties, a privately held U.S. real estate company, since 2015. Mr. Levy previously served as a director of privately held
GENBAND Inc., a U.S. provider of telecommunications equipment. Mr. Levy holds a B.Sc. in Materials Engineering and an M.B.A., both from
the Rensselaer Polytechnic Institute.
Miron
(Ronnie) Kenneth has served as a director since October 2014. Mr. Kenneth has more than 20 years of experience in the global high
technology business, and is currently a private investor in high technology startups. He serves as the Chairman of Teridion Technologies
Ltd., a privately held company specializing in overlay network technologies for service providers. From May 2011 to May 2013, Mr. Kenneth
served as the Chief Executive Officer of Pontis Ltd., a privately-held company specializing in providing online marketing and analytics
platforms for service providers. Prior to his tenure at Pontis, Mr. Kenneth was the Chairman and Chief Executive Officer of Voltaire Technologies
Ltd., a provider of scale-out data center fabrics, (from January 2001 to 2011). In 2011 Voltaire was acquired by Mellanox Technologies
Ltd. (NASDAQ: MLNX), a multinational supplier of computer networking products. Prior to his employment at Voltaire, Mr. Kenneth was a
General Partner in Telos Venture Partners, a Silicon Valley based venture firm. Prior to Telos, Mr. Kenneth also held senior management
positions in the European organization of Cadence Design Systems Inc. (NASDAQ: CDN), a multinational electronic design automation software
and engineering services company. Mr. Kenneth has an M.B.A. from Golden Gate University in San Francisco, California and a B.A. in Economics
and Computer Science from Bar Ilan University in Israel.
Nadav
Zohar has served as an interim director since February 2017 and as a director since April 2017. Mr. Zohar has held the position
of Chairman of the LRC Group since 2018. Mr. Zohar served as the head of Business Development of Gett, an “on demand” transportation
service provider from March 2015 and October 2018. Prior to joining Gett, Mr. Zohar served as Chief Operating Officer of Delek Global
Real Estate PLC, company description to be added, between 2006 and 2009 and held several executive positions with Morgan Stanley, a multinational
investment bank and financial services company, between 2001 and 2006, the last of which was Executive Director, Financial Sponsors Group.
Prior to joining Morgan Stanley, Mr. Zohar served in executive roles at Lehman Brothers, a global financial services firm, between 1997
and 2001. Mr. Zohar serves as a board member of Matomy Media Group Ltd. (London Stock Exchange: MTMY), a digital performance-based advertising
company. Mr. Zohar holds a Masters in Finance (graduated with Merit) from the London Business School and a LLB in Law (graduated with
honors) from the University of Reading.
56
Executive
Officers
Erez
Antebi has served as our President and Chief Executive Officer since February 2017. Mr. Antebi served as the Chief Executive Officer
of Gilat Satellite Networks (NADAQ: GILT), a satellite communications technology and services provider, between 2012 and 2015. Between
2005 and 2012, Mr. Antebi also served in several executive roles at Gilat Satellite Networks. Between 2003 and 2005, Mr. Antebi served
as the Chief Executive Officer of Clariton Networks, a start-up company, providing services in cellular coverage. Prior to that Mr. Antebi
has served in a variety of roles at Gilat Satellite Networks, Tadiran, a provider of radio communications for military applications and
for Rafael, Israel Ministry of Defense. Mr. Antebi currently serves on the advisory boards of HiSky. Mr. Antebi holds a B. Sc., Electrical
Engineering (Communications), Summa Cum Laude, and a M.Sc., Electrical Engineering (Information Theory), both from the Technion, Israel.
Ziv
Leitman has served as our Chief Financial Officer since November 2019. Prior to joining Allot, Mr. Leitman served as Chief Financial
Officer of Powermat Technologies, a wireless charging pioneer leader, and from 2011 to 2017 as CFO of Partner Communications, one of Israel’s
leading mobile, fixed-line, Internet and TV service providers. Between 2009 to 2011, he served as Deputy Chief Executive Officer and Chief
Financial Officer of Paz Oil Company, and between 2002 to 2009, as CFO of Comverse Inc., a leading provider of telecommunications products.
From 1989 to 2002, Mr. Leitman also held Chief Financial Officer positions at Discount Investment Corp., Lucent Technologies EIS, Kimberly-Clark
Israel and Optrotech (Orbotech). Mr. Leitman is a Certified Public Accountant and holds a B.A. in Economics and Accounting and an M.B.A.
in Finance Information Systems, both from the Tel Aviv University.
Mark
Shteiman has served as our Senior Vice President Allot Smart Business Unit since December 2021. Prior to that Mr. Shteiman served
as our Vice President Product Management since October 2019. Prior to that Mr. Shteiman served as our Associate Vice President Product
Management from June 2018. Prior to Allot Mr. Shteiman served as Vice President Product Management at Kaminario Ltd. a leading All-flash
Software-defined storage company, redefining the future of cloud-scale datacenters, between 2012 and 2015 served as Head of Product, City
business unit of AGT International Ltd., between 2011 and 2013 founded Friendize Me. a SaaS Social E-commerce company and served as its
Chief Executive Officer, between 2009 and 2011 as Vice President, Products at Gigafone Ltd., between 2006 and 2008 as VP Product Management
NGM at Neustar, between 2000 – 2006 he held a number of positions at Followap a leading mobile instant messaging (IM) and interoperability
provider for mobile telecom operators and internet service providers, during 2000 held a position in the Israeli Defense Forces and between
1996 – 1998 served as a software developer at Aitech Defense Systems. Mr. Shteiman holds a B.Sc in Computer Science from the Technion,
Israel.
Rael
Kolevsohn joined our company in 2014 and serves as our Vice President Legal Affairs, General Counsel, and Company Secretary. Prior
to joining us, he served as Vice President and General Counsel of Radvision Ltd. from 2007 to 2014. From 1998 to 2007, Mr. Kolevsohn served
as General Counsel and Vice President of Gilat Satellite Networks Ltd. after joining Gilat as Legal Counsel. From 1994 to 1998, he completed
his legal internship and worked as an attorney at the Tel Aviv law firm of Yossifof, Amir Cohen Co. Mr. Kolevsohn is a member of
the Israel Bar Association and holds an LL.B. degree, with honors, from the Hebrew University in Jerusalem.
Assaf
Eyal has served as our Senior Vice President, Global Sales since June 2021. Over the last 25 years, Mr. Eyal held leadership roles
in sales, marketing and customer service. Most recently, he served as SVP APAC at Drivenets. Prior to Drivenets, Mr. Eyal was Executive
VP, Cyber Security for Enterprise at Cognyte (NASDAQ:VRNT), President Commercial Division Corporate VP at Gilat (NASDAQ: GILT),
President CEO at Ultrashape Medical and EVP at Nur Macroprinters. Additionally, Mr. Eyal worked at Orbotech Ltd., (NASDAQ: ORBK,
now a KLA company) for over 17 years in various management positions in the United States, Hong Kong and Israel. Mr. Eyal holds an M.Sc
in Management and B.Sc in Engineering.
Vered
Zur has served as our Vice President, Marketing since April 2017. Prior to joining us, Ms. Zur served as Chief Marketing Officer
of Electra Ltd. (TASE: ELECTRA), a leading supplier of electric appliances. Between 2011 and 2014, Ms. Zur served as VP global Sales Operations
and Business enablement of Amdocs (NASDAQ: DOX), a provider of software and services to communications and media companies. Between 2005
and 2011, Ms. Zur served as VP Customer Marketing of Comverse (Xura), a company that provided telecommunications software. Prior to that
Ms. Zur served in various marketing roles at telecommunications companies and advertising agencies. Ms. Zur holds a B.A. in Behavioral
Science from the Ben-Gurion University and a M.B.A from the Edinburgh Business School, Heriot-Watt University.
57
Keren
Rubanenko has served as our Senior Vice President, Cyber Security Business Unit since December 2021. Prior to that Ms. Rubanenko
served as our Senior Vice President, Allot Smart Business Unit, since November 2020. Prior to that Ms. Rubanenko served as our Senior
Vice President, Customer Success since November 2018. Prior to joining Allot, Ms. Rubanenko was Vice President, Customer Success at RADCOM,
Vice President, RD and Operations Surveillance Solutions at Nice Systems between 2011 and 2015, between 1999 and 2011, Ms. Rubanenko
held a number of senior positions at Comverse Technologies including serving as Associate VP and General Manager, Voice Product Unit.
Ms. Rubanenko holds a B.A. in Business Administration.
Aharon
Mullokandov has served as our Vice President, Cyber Security RD since June 2020. Prior to that time, Mr. Mullokandov served
as our Associate Vice President Program Development from August 2019. Prior to Allot Mr. Mullokandov served as head of Customer Support
at Here Mobility (Here technologies), from 2018 until 2019. Between 2016 and 2018, he served as head of Drive Division at Servotronix,
and between 2006 and 2016, he held various positions at Gilat Satellite Networks. Aharon’s last position at Gilat Satellite Networks
was Assistant Vice President, Global Cloud Operations Services. Mr. Mullokandov holds a B.Sc in Electrical, Electronics and Communications
Engineering from the Ariel University, Israel.
Noam
Lila has served as our Senior Vice President, Customer Success and Operations since January 2021. Prior to that time, Mr. Lila
served as our Assistant Vice President, APAC Customer Success from February 2019. Prior to joining Allot, Mr. Lila accumulated over 20
years of experience in the telecommunications industry, holding various executive positions at Amdocs and Comverse. Most recently, he
was Vice President of sSrvices at Amdocs located in Australia, Vice President of APAC CS at Comverse located in Japan, VP of IT
SCM at Comverse, AVP of EMEA CS at Comverse and others. Throughout his career, Mr. Lila lead hundreds of projects deployment and transformation
programs to Tier 1 customers and some with value of more than $100 million (USD) each.
|
B. |
Compensation of Officers
and Directors |
The aggregate compensation
paid to or accrued on behalf of our directors and executive officers as a group during 2021 consisted of approximately $5 million in salary,
fees, bonus, commissions and directors’ fees, including amounts we expended for automobiles made available to our officers, but
excluding equity based compensation, dues for professional and business associations, business travel and other expenses, and other benefits
commonly reimbursed or paid by companies in Israel. This amount includes approximately $0.9 million set aside or accrued to provide pension,
severance, retirement or similar benefits or expenses.
In 2021, we paid or accrued
to the chairman of the board of directors, Mr. Yigal Jacoby, an annual fee of ILS 358,200 (approximately $110,902 USD). During such time
we paid our directors, Itzhak Danziger, Nadav Zohar and Manuel Echanove ILS 74,565 (approximately $23,086 USD), ILS 76,815 (approximately
$23,783 USD) and ILS 79,065 (approximately $24,479 USD), respectively, and we paid or accrued to each of our outside directors, Steven
Levy and Miron (Ronnie) Kenneth, as permitted by the Companies Law, an annual fee of ILS 103,815 (approximately $32,142 USD), and ILS
103,815 (approximately $32,142 USD), respectively. We also paid ILS 99,315 (approximately $30,749 USD) to Nurit Benhamini, a director
who departed during the 2021 fiscal year. The above fees for each of our directors (other than Yigal Jacoby) have included a per-meeting
attendance fee of ILS 2,250 (approximately $697 USD) for any meeting he or she attended by conference call or similar means. Our directors
are also typically granted upon election a total of 20,000 equity based awards, which vest over a period of not less than three years,
and 10,000 RSUs, as of every third annual general meeting following the respective director’s initial election.
During 2021, our executive
officers and directors received, in the aggregate, 334,000 RSUs under our equity incentive plans.
58
Compensation
of our Five Most Highly Compensated Office Holders
Summary
Compensation Table
For so long as we qualify
as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic companies, including the requirement
applicable to U.S. domestic companies to disclose the compensation of certain executive officers on an individual, rather than an aggregate,
basis. Nevertheless, the regulations promulgated under the Companies Law require us to disclose the annual compensation of our five most
highly compensated directors and officers on an individual, rather than on an aggregate, basis.
The table and summary
below outline the compensation granted to our five most highly compensated office holders during or with respect to the year ended December
31, 2021. We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.”
For purposes of the table
and the summary below, “compensation” includes base salary, discretionary and non-equity incentive bonuses, equity-based compensation,
payments accrued or paid in connection with retirement or termination of employment, and personal benefits and perquisites such as car,
phone and social benefits paid to or earned by each Covered Executive during the year ended December 31, 2021.
|
Name and Principal Position
(1) |
Salary
($) |
Bonus and
Commission
($) (2) |
Equity-Based
Compensation
($) (3) |
All Other
Compensation
($) (4) |
Total
($) |
|||||||||||||||
|
Erez Antebi, President and Chief Executive
Officer |
297,226 |
124,707 |
373,296 |
76,902 |
872,131 |
|||||||||||||||
|
Ziv Leitman, Chief Financial Officer
|
297,226 |
68,114 |
243,950 |
98,659 |
707,949 |
|||||||||||||||
|
Keren Rubanenko, Senior Vice President,
Cyber Security Business Unit |
260,073 |
58,857 |
284,447 |
71,016 |
674,393 |
|||||||||||||||
|
Yael Villa, Former Senior Vice President, Cyber Security Business
Unit |
278,649 |
59,877 |
195,333 |
93,515 |
627,374 |
|||||||||||||||
|
Rael Kolevsohn, Vice President, Legal Affairs, General Counsel
and Company Secretary |
242,425 |
56,194 |
103,530 |
68,020 |
470,169 |
|||||||||||||||
|
(1) |
Unless otherwise indicated herein, all Covered
Executives are full-time employees of Allot. |
|
(2) |
Amounts reported in this column represent
annual incentive bonuses and commissions granted to the Covered Executives based on performance-metric based formulas set forth in their
respective employment agreements. |
|
(3) |
Amounts reported in this column represent
the grant date fair value computed in accordance with accounting guidance for share-based compensation. For a discussion of the assumptions
used in reaching this valuation, see Note [12] to our consolidated financial statements for the year ended December 31, 2021, included
herein. |
|
(4) |
Amounts reported in this column include
personal benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites may include, to the extent
applicable to the respective Covered Executive, payments, contributions and/or allocations for savings funds (e.g., Managers Life Insurance
Policy), education funds (referred to in Hebrew as “keren hishtalmut”), pension, severance, vacation, car or car allowance,
medical insurances and benefits, risk insurance (e.g., life insurance or work disability insurance), telephone expense reimbursement,
convalescence or recreation pay, relocation reimbursement, payments for social security, and other personal benefits and perquisites consistent
with the Company’s guidelines. All amounts reported in the table represent incremental cost to the Company. |
Compensation
Policy
Under the Companies Law,
we are required to adopt a compensation policy, recommended by the compensation and nominating committee and approved by our board of
directors and the shareholders, in that order. The shareholder approval requires a majority of the votes cast by shareholders, excluding
any controlling shareholder and those who have a personal interest in the matter. In general, all directors and executive officers’
terms of compensation, including fixed remuneration, bonuses, equity compensation, retirement or termination payments, indemnification,
liability insurance and the grant of an exemption from liability, must comply with the compensation policy.
59
In addition, the compensation
terms of directors, the chief executive officer, and any employee or service provider who is considered a controlling shareholder must
be approved separately by the compensation and nominating committee, the Board of Directors and the shareholders of the Company (by the
same majority noted above), in that order. The compensation terms of other executive officers require the approval of the compensation
and nominating committee and the Board of Directors.
We strive to provide
a mix of compensation that supports a pay-for-performance culture and emphasizes long-term incentives. Our executive compensation packages
have historically included equity grants, which we believe to be effective tools in aligning performance with compensation.
The compensation and
nominating committee and the Board are committed to responsible management of earnings-per-share dilution, as the Company must balance
the requirements associated with its equity compensation program during its growth stage with the effect on dilution. Therefore, the compensation
and nominating committee and the Board continue to review the Company’s equity compensation practices to ensure that they remain
in line with evolving regulatory conditions and changes in best practices. The Company remains focused on open and ongoing dialogue with
its shareholders and welcomes regular feedback regarding its compensation policies.
Our compensation policy
was approved by our compensation and nominating committee and by our Board of Directors, and subsequently approved by our shareholders
in September 2019, and will be in effect for a period of three years following approval. Our compensation policy provides:
| • |
Objectives: To attract, motivate and retain
highly experienced personnel who will provide leadership for Allot’s success and enhance shareholder value, and to promote for each
executive officer an opportunity to advance in a growing organization. |
| • |
Compensation instruments: Includes base
salary; benefits and perquisites; cash bonuses; equity-based awards; and retirement and termination arrangements. |
| • |
Ratio between fixed and variable compensation:
Allot aims to balance the mix of fixed compensation (base salary, benefits and perquisites) and variable compensation (cash bonuses and
equity-based awards) pursuant to the ranges set forth in the compensation policy in order, among other things, to tie the compensation
of each executive officer to Allot’s financial and strategic achievements and enhance the alignment between the executive officer’s
interests and the long-term interests of Allot and its shareholders. |
| • |
Internal compensation ratio: Allot will
target a ratio between overall compensation of the executive officers and the average and median salary of the other employees of Allot,
as set forth in the compensation policy, to ensure that levels of executive compensation will not have a negative impact on work relations
in Allot. |
| • |
Base salary, benefits and perquisites: The
compensation policy provides guidelines and criteria for determining base salary, benefits and perquisites for executive officers.
|
| • |
Cash bonuses: Allot’s policy is to
allow annual cash bonuses, which may be awarded to executive officers pursuant to the guidelines and criteria, including maximum bonus
opportunities, set forth in the compensation policy. |
| • |
“Clawback”: In the event of
an accounting restatement, Allot shall be entitled to recover from current executive officers bonus compensation in the amount of the
excess over what would have been paid under the accounting restatement, with a three-year look-back. |
| • |
Equity-based awards: Allot’s policy
is to provide equity-based awards in the form of share options, restricted share units and other forms of equity, which may be awarded
to executive officers pursuant to the guidelines and criteria, including minimum vesting period, set forth in the compensation policy.
|
60
| • |
Retirement and termination: The compensation
policy provides guidelines and criteria for determining retirement and termination arrangements of executive officers, including limitations
thereon. |
| • |
Exculpation, indemnification and insurance:
The compensation policy provides guidelines and criteria for providing directors and executive officers with exculpation, indemnification
and insurance. |
| • |
Directors: The compensation policy provides
guidelines for the compensation of our directors in accordance with applicable regulations promulgated under the Companies Law, and for
equity-based awards that may be granted to directors pursuant to the guidelines and criteria, including minimum vesting period, set forth
in the compensation policy. |
| • |
Applicability: The compensation policy applies
to all compensation agreements and arrangements approved after the date on which the compensation policy is approved by the shareholders.
|
| • |
Review: The compensation and nominating
committee and the Board of Directors of Allot shall review and reassess the adequacy of the Compensation Policy from time to time, as
required by the Companies Law. |
|
C. |
Board Practices
|
Corporate
Governance Practices
As a foreign private
issuer, we are permitted under Nasdaq Rule 5615(a)(3) to follow Israeli corporate governance practices instead of Nasdaq requirements
applicable to the U.S. issuers, provided we disclose which requirements we are not following and describe the equivalent Israeli requirement.
See “ITEM 16G: Corporate Governance Requirements” for a discussion of those ways in which our corporate governance practices
differ from those required by Nasdaq for domestic companies.
Board
of Directors
Terms
of Directors
Our articles of association
provide that we may have not less than five directors and have up to nine directors.
Under our articles of
association, our directors (other than our outside directors) are divided into three classes. Each class of directors consists, as nearly
as possible, of one-third of the total number of directors constituting the entire board of directors (other than our outside directors).
At each annual meeting of our shareholders, the election or reelection of directors following the expiration of the term of office of
the directors of that class of directors is for a term of office that expires on the third annual meeting following such election or reelection,
such that each year the term of office of one class of directors expires.
Our Class I director,
Nadav Zohar, will hold office until the 2022 Annual General Meeting of Shareholders. Our Class II directors, Itzhak Danziger and Miron
Kenneth, will hold office until our annual meeting of shareholders to be held in 2023. Our Class III directors, Yigal Jacoby (who also
serves as our Chairman of the board of directors) and Manuel Echanove, will hold office until our annual meeting of shareholders to be
held in 2024. The directors (other than the outside directors) are elected by a vote of the holders of a majority of the voting power
present and voting at the meeting. Each director will hold office until the annual general meeting of our shareholders for the year in
which his or her term expires and until his or her successor is duly elected and qualified, unless the tenure of such director expires
earlier pursuant to the Companies Law or unless he or she resigns or is removed from office.
61
Under the Companies Law,
a director (including an outside director) must declare in writing that he or she has the required skills and the ability to dedicate
the time required to serve as a director in addition to other statutory requirements. A director who ceases to meet the statutory requirements
for his or her appointment must immediately notify us of the same and his or her office will become vacated upon such notice.
Under our articles of
association, the approval of a special majority of the holders of at least 75% of the voting rights present and voting at a general meeting
is generally required to remove any of our directors (other than the outside directors) from office. The holders of a majority of the
voting power present and voting at a meeting may elect directors in their stead or fill any vacancy, however created, in our board of
directors. In addition, vacancies on our board of directors, other than a vacancy in the office of an outside director, may be filled
by a vote of a simple majority of the directors then in office. A director so chosen or appointed will hold office until the next annual
general meeting of our shareholders, unless earlier removed by the vote of a majority of the directors then in office prior to such annual
meeting. See “—Outside Directors” for a description of the procedure for election of outside directors.
Outside
Directors
Qualifications
of Outside Directors
The Companies Law requires
companies incorporated under the laws of the State of Israel with shares listed on a stock exchange, including Nasdaq, to appoint at least
two outside directors. Our outside directors are Ms. Makov and Mr. Levy. Ms. Makov also serves as the lead independent director.
Outside directors are
required to meet standards of independence requirements set forth in the Companies Law and of the listing standards of Nasdaq. Among other
independence qualifications, a person may not serve as an outside director if he is a relative of a controlling shareholder of a company,
or if he or his affiliate (as defined in the Companies Law) has an employment, business or professional relationship or other affiliation
(as defined in the Companies Law) with us.
In addition, the Companies
Law requires every outside director appointed to the board of directors of an Israeli company to qualify as a “financial and accounting
expert” or as “professionally competent,” as such terms are defined in the applicable regulations under the Companies
Law, and at least one outside director must qualify as a “financial and accounting expert.” If at least one of our directors
meets the independence requirements of the Exchange Act and the standards of Nasdaq rules for membership on the audit committee and also
has financial and accounting expertise as defined in the Companies Law, then the other outside directors are only required to meet the
professional qualifications requirement. Under applicable regulations, a director with financial and accounting expertise is a director
who, through his or her education, professional experience and skill, has a high level of proficiency in and understanding of business
accounting matters and financial statements. He or she must be able to thoroughly comprehend the financial statements of the company and
initiate debate regarding the manner in which financial information is presented.
Election
of Outside Directors
Outside directors are
elected by a majority vote at a shareholders’ meeting, provided that either:
| • |
the majority of shares voted at the meeting, including at least a majority of the
shares of non-controlling shareholder(s) and shareholders who do not have a personal interest in the election of the outside director
(other than a personal interest that does not result from the shareholder’s relationship with a controlling shareholder), voted
at the meeting, excluding abstentions, vote in favor of the election of the outside director; or |
| • |
the total number of shares of non-controlling shareholders and shareholders who
do not have a personal interest in the election of the outside director (excluding a personal interest that does not result from the shareholder’s
relationship with a controlling shareholder) voted against the election of the outside director does not exceed two percent of the aggregate
voting rights in the company. |
62
The initial term of an
outside director is three years, and he or she may be reelected to up to two additional terms of three years each at a shareholders’
meeting, subject to the voting threshold set forth above. Thereafter, an outside director may be reelected for additional periods of up
to three years each, only if the company’s audit committee and board of directors confirm that, in light of the outside director’s
expertise and special contribution to the work of the board of directors and its committees, the reelection for such additional period
is beneficial to the company. The terms of our outside directors, Efrat Makov and Steven Levy, will continue until November 30, 2024 and
August 14, 2022, respectively, unless such office is vacated in accordance with our Articles of Association or the Israel Companies Law.
Outside directors may be removed by the same voting threshold as is required for their election, or by a court, and only if the outside
directors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to the company. The
tenure of outside directors, like all directors, may also be terminated by a court under limited circumstances. If the vacancy of an outside
director position causes the company to have fewer than two outside directors, a company’s board of directors is required under
the Companies Law to call a special general meeting of the company’s shareholders as soon as possible to appoint a new outside director.
Each committee of a company’s board of directors which is authorized to exercise the board of directors’ authorities is required
to include at least one outside director, except for the audit committee and the compensation committee, which are required to include
all outside directors.
An outside director is
entitled to compensation and reimbursement of expenses as provided in regulations promulgated under the Companies Law, and is otherwise
prohibited from receiving any other compensation, directly or indirectly, in connection with services provided as an outside director,
other than indemnification, exculpation and insurance as permitted pursuant to the Companies Law.
Nasdaq
Requirements
Under Nasdaq rules, a
majority of directors must meet the independence requirements specified in those rules. Our board of directors consists of seven members,
all of whom are independent under the listing standards of Nasdaq, as determined by the board of directors. Specifically, our board has
determined that Ms. Efrat Makov, Mr. Itzhak Danziger, Mr. Yigal Jacoby, Mr. Steven Levy, Mr. Miron Kenneth, Mr. Nadav Zohar and Mr. Manuel
Echanove meet the independence standards of Nasdaq rules. In reaching this conclusion, the board determined that none of these directors
has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
None of our directors is a member of our executive team. See “ITEM 16G. Corporate Governance” for additional information.
Audit
Committee
Companies
Law Requirements
Under the Companies Law,
the board of directors of any public company must appoint an audit committee comprised of at least three directors, including all of the
outside directors. The following persons may not be appointed as members of the audit committee:
| • |
the chairperson of the board of directors; |
| • |
a controlling shareholder or a relative of a controlling shareholder (as defined
in the Companies Law); or |
| • |
any director who is engaged by, or provides services on a regular basis to the company,
the company’s controlling shareholder or an entity controlled by a controlling shareholder or any director who generally relies
on a controlling shareholder for his or her livelihood. |
The Companies Law requires
the majority of the audit committee members to be independent directors (as defined in the Companies Law), and the chairman of the audit
committee is required to be an outside director. Any person disqualified from serving as a member of the audit committee may not be present
at the audit committee meetings, unless the chairperson of the audit committee has determined that this person is required to be present
for a particular matter. The Companies Law provides for certain other exclusions to this provision.
63
Nasdaq
Requirements
Under Nasdaq rules, companies
are required to maintain an audit committee consisting of at least three independent directors, all of whom are financially literate and
one of whom has accounting or related financial management expertise. Our audit committee members are required to meet additional independence
standards, including minimum standards set forth in rules of the SEC and adopted by Nasdaq.
Each of the members of
our audit committee is “independent” under the relevant Nasdaq rules and as defined in Rule 10A-3(b)(1) under the Exchange
Act, which is different from the general test for independence of board and committee members.
Approval
of Transactions with Related Parties
The approval of the audit
committee is required to effect specified actions and transactions with office holders and controlling shareholders. The term “office
holder” means a general manager, chief business manager, deputy general manager, vice general manager, or any other person assuming
the responsibilities of any of the foregoing positions, without regard to such person’s title, as well as any director or manager
directly subordinate to the general manager. The term “controlling shareholder” means a shareholder with the ability to direct
the activities of the company, other than by virtue of being an office holder. A shareholder is presumed to be a controlling shareholder
if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of the
company or its general manager. For the purpose of approving transactions with controlling shareholders, the term also includes any shareholder
that holds 25% or more of the voting rights of the company, if the company has no shareholder that owns more than 50% of its voting rights.
For purposes of determining the holding percentage stated above, two or more shareholders who have a personal interest in a transaction
that is brought for the company’s approval are deemed as joint holders. The audit committee may not approve an action or a transaction
with a controlling shareholder or with an office holder unless all the requirements of the Companies Law regarding the structure of the
committee and the persons entitled to be present at meetings are met at the time of approval.
Audit
Committee Role
Our board of directors
has adopted an audit committee charter setting forth the responsibilities of the audit committee consistent with the rules of the SEC
and Nasdaq, which include:
| • |
retaining and terminating the company’s independent auditors, subject to shareholder
ratification; |
| • |
pre-approval of audit and non-audit services provided by the independent auditors;
and |
| • |
approval of transactions with office holders and controlling shareholders, as described
above, and other related-party transactions. |
Additionally, under the
Companies Law, the audit committee is responsible for: (a) identifying deficiencies in the management of a company’s business and
making recommendations to the board of directors as to how to correct them; (b) reviewing and deciding whether to approve certain related
party transactions and certain transactions involving conflicts of interest; (c) deciding whether certain actions involving conflicts
of interest are material actions and whether certain related party transactions are extraordinary transactions; (d) reviewing the internal
auditor’s work program; (e) examining the company’s internal control structure and processes, the performance of the internal
auditor and whether the internal auditor has the tools and resources required to perform his or her duties; and (f) examining the independent
auditor’s scope of work as well as the independent auditor’s fees, and providing the corporate body responsible for determining
the independent auditor’s fees with its recommendations. In addition, the audit committee is also responsible for implementing procedures
concerning employee complaints on improprieties in the administration of the company’s business and the protection to be provided
to such employees. Furthermore, in accordance with regulations promulgated under the Companies Law, the audit committee discusses the
draft financial statements and presents to the board its recommendations with respect to the draft financial statements. The audit committee
charter states that in fulfilling this role the committee is entitled to rely on interviews and consultations with our management, our
internal auditor and our independent auditor, and is not obligated to conduct any independent investigation or verification.
64
Our audit committee consists
of Ms. Efrat Makov Mr. Steven Levy and Mr. Miron Kenneth. The chairperson is Ms. Makov. The financial experts on the audit committee pursuant
to the definition under the relevant SEC rules and are all members of the audit committee.
Compensation
and Nominating Committee
Under the Companies Law,
the compensation committee of a public company must consist of at least three directors who satisfy certain independence qualifications,
including the additional independence requirements of Nasdaq rules applicable to the members of compensation committees, and the chairman
of the compensation committee is required to be an outside director. We have established a compensation and nominating committee which
currently consists of Ms. Efrat Makov, Mr. Steven Levy, and Mr. Miron Kenneth. The chairperson is Mr. Levy. This committee oversees matters
related to our compensation policy and practices. Our board of directors has adopted a compensation and nominating committee charter setting
forth the responsibilities of the committee consistent with the Companies Law and Nasdaq rules, which include:
| • |
approving, and recommending to the board of directors and the shareholders for their
approval, the compensation of our Chief Executive Officer and other executive officers; |
| • |
granting options and RSUs to our employees and the employees of our subsidiaries;
|
| • |
recommending candidates for nomination as members of our board of directors; and
|
| • |
developing and recommending to the board corporate governance guidelines and a code
of business ethics and conduct in accordance with applicable laws. |
The compensation committee
is also authorized to retain and terminate compensation consultants, legal counsel or other advisors to the committee and to approve the
engagement of any such consultant, counsel or advisor, to the extent it deems necessary or appropriate after specifically analyzing the
independence of any such consultant retained by the committee.
On specified criteria,
to review modifications to the compensation policy from time to time, to review its implementation and to approve the actual compensation
terms of office holders prior to approval by the board of directors.
Internal
Auditor
Under the Companies Law,
the board of directors of a public company must appoint an internal auditor nominated by the audit committee. The role of the internal
auditor is, among other things, to examine whether a company’s actions comply with applicable law and orderly business procedure.
The internal auditor may be an employee of the company but not an interested party (as defined in the Companies Law), an office holder
of the company, or a relative of an interested party or an office holder, among other restrictions. The audit committee has appointed
the firm of Deloitte Brightman Almagor Zohar as the internal auditor of the Company.
Exculpation,
Insurance and Indemnification of Office Holders
Under the Companies Law,
a company may not exculpate an office holder from liability for a breach of the duty of loyalty. However, a company may provide certain
indemnification rights as detailed below and obtain insurance for an act performed in breach of the duty of loyalty of an office holder
provided that the office holder acted in good faith, the act or its approval does not harm the company, and the office holder discloses
the nature of his or her personal interest in the act and all material facts and documents a reasonable time before discussion of the
approval. Our articles of association, in accordance with Israeli law, allow us to exculpate an office holder, in advance, from liability
to us, in whole or in part, for damages caused to us as a result of a breach of duty of care. We may not exculpate a director for liability
arising out of a prohibited dividend or distribution to shareholders or prohibited purchase of its securities.
65
In accordance with Israeli
law, our articles of association allow us to indemnify an office holder in respect of certain liabilities either in advance of an event
or following an event. Under Israeli law, an undertaking provided in advance by an Israeli company to indemnify an office holder with
respect to a financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s
award approved by a court must be limited to events which in the opinion of the board of directors can be foreseen based on the company’s
activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors
as reasonable under the circumstances, and such undertaking must detail the above mentioned events and amount or criteria. Our articles
of association allow us to undertake in advance to indemnify an office holder for, among other costs, reasonable litigation expenses,
including attorneys’ fees, and certain financial liabilities and obligations, subject to certain restrictions pursuant to the Companies
Law.
In accordance with Israeli
law, our articles of association allow us to insure an office holder against certain liabilities incurred for acts performed as an office
holder, including certain breaches of duty of loyalty to the company, a breach of duty of care to the company or to another person and
certain financial liabilities and obligations imposed on the office holder.
We may not indemnify
or insure an office holder against any of the following:
| • |
a breach of duty of loyalty, except to the extent that the office holder acted in
good faith and had a reasonable basis to believe that the act would not prejudice the company; |
| • |
a breach of duty of care committed intentionally or recklessly, excluding a breach
arising out of the negligent conduct of the office holder; |
| • |
an act or omission committed with intent to derive illegal personal benefit; or
|
| • |
a fine, civil fine, monetary sanction or forfeit levied against the office holder.
|
Under the Companies Law,
exculpation, indemnification and insurance of office holders must be approved by our compensation committee and our board of directors
and, in respect of our directors, the chief executive officer, and any employee or service provider who is considered a controlling shareholder,
by our shareholders, provided that changes to existing arrangements may be approved by the audit committee if it approves that such changes
are immaterial.
As of the date of this
annual report, there are no claims for directors’ and officers’ liability insurance which have been filed in 2021 under our
policies and we are not aware of any pending or threatened litigation or proceeding involving any of our directors or officers in which
indemnification is sought.
We have entered into
agreements with each of our directors and with certain of our office holders exculpating them, to the fullest extent permitted by law,
from liability to us for damages caused to us as a result of a breach of duty of care, and undertaking to indemnify them to the fullest
extent permitted by law. This indemnification is limited to events determined as foreseeable by the board of directors based on our activities,
and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and the insurance
is subject to our discretion depending on its availability, effectiveness and cost. The current maximum amount set forth in such agreements
is the greater of (1) with respect to indemnification in connection with a public offering of our securities, the gross proceeds raised
by us and/or any selling shareholder in such public offering, and (2) with respect to all permitted indemnification, including a public
offering of our securities, an amount equal to 50% of the our shareholders’ equity on a consolidated basis, based on our most recent
financial statements made publicly available before the date on which the indemnity payment is made.
In the opinion of the
SEC, indemnification of directors and office holders for liabilities arising under the Securities Act is against public policy and therefore
unenforceable.
66
|
D.
|
Employees*
|
As of December 31, 2021,
we had 741 Personnel Employed by Allot of whom 346 were based in Israel, 241 in Europe, 29 in North America, 31 in Latin America and 94
in Asia, Africa and Oceania. We have never experienced a work stoppage or a strike. The breakdown of our employees by department is as
follows:
|
December 31, |
||||||||||||
|
Department |
2019 |
2020 |
2021 |
|||||||||
|
Manufacturing and operations |
13 |
15 |
13 |
|||||||||
|
Research and development |
233 |
281 |
331 |
|||||||||
|
Sales, marketing, service and support
|
289 |
314 |
324 |
|||||||||
|
Management and administration |
59 |
66 |
73 |
|||||||||
|
Total |
594 |
676 |
741 |
|||||||||
The table below provides a breakdown of employees, permanent contractors and subcontractors employed or engaged by the Company (herein: “Personnel Employed”):
|
December 31, |
||||||||||||
|
Department |
2019 |
2020 |
2021 |
|||||||||
|
Full time Employee |
478 |
504 |
508 |
|||||||||
|
Part time Employee |
29 |
30 |
38 |
|||||||||
|
Permanent Contractor |
37 |
32 |
33 |
|||||||||
|
Subcontractor |
50 |
110 |
162 |
|||||||||
|
Total |
594 |
676 |
741 |
|||||||||
* Based on the number
of full time equivalent Personnel Employed , which is the product of all full time Personnel Employed , plus the ratio of the average
monthly hours of part time Personnel Employed to average monthly hours of full time Personnel Employed.
In the foregoing table
and in each instance herein where number of employees is provided, employees include full time and part time employees, as well as subcontractors
and consultants. Typically, our employees, as well as our subcontractors and consultants, are employed or engaged for indefinite periods
of time and may be dismissed or terminated with or without notice, depending on the jurisdiction and contracts under which they are employed
or engaged. Under applicable Israeli law, we and our employees are subject to protective labor provisions such as restrictions on working
hours, minimum wages, minimum vacation, sick pay, severance pay and advance notice of termination of employment as well as equal opportunity
and anti-discrimination laws. Orders issued by the Israeli Ministry of Economy make certain industry-wide collective bargaining agreements
applicable to us. These agreements affect matters such as cost of living adjustments to salaries, length of working hours and week, recuperation,
travel expenses, and pension rights. Except as otherwise stated hereunder, our employees are not represented by a labor union. Under Spanish
Labor law, we and our employees are subject to protective labor provisions and collective bargaining agreements, governing, among others,
restrictions on working hours, minimum wages, minimum vacation, sick pay, severance pay and advance notice of termination of employment
as well as equal opportunity and anti-discrimination laws. Our workers in our San Sebastian office in Spain are represented by a worker’s
representative, who may be subject to reelection during 2022. In addition, our employees in our Madrid office in Spain are represented
by five worker representatives, who were recently elected for a term of four years and thus will be subject to reelection during 2022.
Such representatives represent the employees with respect to labor health and prevention, training and equality. We provide our employees
with benefits and working conditions which we believe are competitive with benefits and working conditions provided by similar companies.
We have never experienced labor-related work stoppages and believe that our relations with our employees are good.
67
|
E. |
Share Ownership
|
Beneficial
Ownership of Executive Officers and Directors
The following table sets
forth certain information regarding the beneficial ownership of our ordinary shares as of February 20, 2022 by (i) each of our directors,
(ii) each of our executive officers and (iii) all of our executive officers and directors serving as of February 20, 2022, as a group.
Unless otherwise stated, the address of each named executive officer and director is c/o Allot Ltd, 22 Hanagar Street, Neve Ne’eman
Industrial Zone B, Hod-Hasharon 4501317, Israel.
|
Name of Beneficial Owner
|
Number of Shares Beneficially
Held(1)
|
Percent of Class
|
||||||
|
Directors |
||||||||
|
Efrat Makov |
* |
* |
||||||
|
Itzhak Danziger |
* |
* |
||||||
|
Manuel Echanove |
* |
* |
||||||
|
Nadav Zohar |
* |
* |
||||||
|
Steven D. Levy |
* |
* |
||||||
|
Yigal Jacoby |
430,681 |
1.2 |
% | |||||
|
Miron Kenneth |
* |
* |
||||||
|
Nurit Benjamini (2)
|
* |
* |
||||||
|
Executive Officers
|
* |
* |
||||||
|
Erez Antebi |
* |
* |
||||||
|
Ziv Leitman |
* |
* |
||||||
|
Ronit Weinstein (2)
|
* |
* |
||||||
|
Rael Kolevsohn |
* |
* |
||||||
|
Keren Rubanenko |
* |
* |
||||||
|
Vered Zur |
* |
* |
||||||
|
Mark Shteiman |
* |
* |
||||||
|
Yael Villa (2)
|
* |
* |
||||||
|
Aharon Mullokandov |
* |
* |
||||||
|
Noam Lila |
* |
* |
||||||
|
Ronen Priel (2)
|
* |
* |
||||||
|
Pini Gvili (2)
|
* |
* |
||||||
|
Ran Fridman (2)
|
* |
* |
||||||
|
Hagay Katz (2)
|
* |
* |
||||||
|
Assaf Eyal |
* |
* |
||||||
|
All directors and executive officers as
a group |
1,232,059 |
3.4 |
% | |||||
* Less than one
percent of the outstanding ordinary shares.
|
(1) |
As used in this table, “beneficial
ownership” is determined in accordance with the rules of the SEC and consists of either or both voting or investment power with
respect to securities. For purposes of this table, a person is deemed to be the beneficial owner of securities that can be acquired within
60 days from February 20, 2022 through the exercise of any option or pursuant to vesting of RSU. Ordinary shares subject to options that
are currently exercisable or exercisable within 60 days of February 20, 2022 and outstanding RSUs vesting within 60 days of February 20,
2022, are deemed outstanding for computing the ownership percentage of the person holding such options or RSUs, but are not deemed outstanding
for the purpose of computing the ownership percentage of any other person. Except as otherwise indicated, the persons named in the table
have reported that they have sole voting and sole investment power with respect to all ordinary shares shown as beneficially owned by
them. The amounts and percentages are based upon 36,546,813 ordinary shares outstanding as of February 20, 2022 pursuant to Rule 13d-3(d)(1)(i)
under the Exchange Act. |
|
(2) |
Former Director or Executive Officer,
stepped down during the 2021 Fiscal Year. |
Our directors and executive
officers hold, in the aggregate, 1,022,844 outstanding options and RSUs. The said amount includes options currently exercisable for 463,757
ordinary shares, as of February 20, 2022. The options (excluding RSUs) have a weighted average exercise price of $7.71 per share and have
expiration dates until 2025.
68
Share
Option Plans
The following table summarizes
our equity incentive plans, which have outstanding awards as of February 20, 2022:
|
Plan |
Shares
reserved |
Option and
RSU grants,
net (*) |
Outstanding
options and
RSUs |
Options
outstanding
exercise
price |
Date of expiration
|
Options
exercisable |
|||||||||||||||
|
2016 Incentive Compensation Plan |
1,184,746 |
8,584,273 |
2,576,725 |
0.031-27.58 |
7/24/2023-09/06/2025 |
643,986 |
|||||||||||||||
|
(*) |
“Option and RSU grants, net”
is calculated by subtracting options and RSUs expired or forfeited. |
As of February 20, 2022,
we had 36,546,813 ordinary shares outstanding. We have adopted four share option plans. Under our share option plans, as of February 20,
2022, there were 2,576,725 outstanding options and RSUs, including options currently exercisable for 643,986 ordinary shares. As of February
20, 2022, 1,184,746 shares remained available for future grants under the 2016 Plan (as described below). Upon issuance, such ordinary
shares may be freely sold in the public market, except for shares held by affiliates who have certain restrictions on their ability to
sell. The options (excluding RSUs) have a weighted average exercise price of $7.89 per share.
We will only grant options,
RSUs or other equity incentive awards under the 2016 Incentive Compensation Plan, although previously-granted options will continue to
be governed by our other plans.
2016
Incentive Compensation Plan, as amended (formerly, 2006 Incentive Compensation Plan)
The Allot Ltd. 2006 Incentive
Compensation Plan (the “2006 Plan”) was adopted by the Company’s board of directors on October 29, 2006 and became effective
immediately prior to the effective date of the Company’s initial public offering. Effective October 28, 2016, the Board of Directors
of the Company amended and restated the 2006 Plan to extend the term of the 2006 Plan by ten years and to rename the 2006 Plan as the
Allot Ltd. 2016 Incentive Compensation Plan (the “2016 Plan”). The 2016 Plan will remain in effect, subject to the right of
the Board of Directors to amend or terminate the 2016 Plan at any time pursuant to the terms of the 2016 Plan, until all shares reserved
for issuance under the 2016 Plan shall have been delivered, and any restrictions on such shares shall have lapsed, provided that in no
event may an award under the 2016 Plan be granted on or after October 27, 2026.
The 2016 Plan is intended
to further our success by increasing the ownership interest of certain of our and our subsidiaries’ employees, directors and consultants
and to enhance our and our subsidiaries’ ability to attract and retain employees, directors and consultants.
69
The number of ordinary
shares that we may issue under the 2016 Plan will increase on the first day of each fiscal year during the term of the 2016 Plan, in each
case in an amount equal to the lesser of (i) 1,000,000 shares, (ii) 3.5% of our outstanding ordinary shares on the last day of the immediately
preceding year, or (iii) an amount determined by our board of directors. The number of shares subject to the 2016 Plan is also subject
to adjustment if particular capital changes affect our share capital. Ordinary shares subject to outstanding awards under the 2006 Plan
or our 2003 plan or 1997 plans that are subsequently forfeited or terminated for any other reason before being exercised will again be
available for grant under the 2016 Plan. As of February 20, 2022, there were 2,576,725 outstanding options and RSUs under the 2016 Plan
and 1,184,746 ordinary shares remained reserved for future grants under the 2016 Plan. Israeli participants in the 2016 Plan may be granted
options and/or restricted share units subject to Section 102 of the Ordinance. Section 102 of the Ordinance, allows employees, directors
and officers, who are not controlling shareholders and are considered Israeli residents to receive favorable tax treatment for compensation
in the form of shares or options. Our non-employees service providers and controlling shareholders may only be granted options under another
section of the Ordinance, which does not provide for similar tax benefits. Section 102 includes two alternatives for tax treatment involving
the issuance of options or shares to a trustee for the benefit of the grantees and also includes an additional alternative for the issuance
of options or shares directly to the grantee. The most favorable tax treatment for the grantees is under Section 102(b)(2) of the Ordinance,
the issuance to a trustee under the “capital gain track.” However, under this track we are not allowed to deduct an expense
with respect to the issuance of the options or shares. Any share options granted under the 2016 Plan to participants in the United States
will be either “incentive share options,” which may be eligible for special tax treatment under the U.S. Internal Revenue
Code of 1986, or options other than incentive share options (referred to as “nonqualified share options”), as determined by
our compensation and nominating committee and stated in the option agreement.
Our compensation and
nominating committee administers the 2016 Plan and it selects which of our and our subsidiaries’ and affiliates’ eligible
employees, directors and/or consultants receive options, RSUs or other awards under the 2016 Plan and will determine the terms of the
grant, including, exercise prices, method of payment, vesting schedules, acceleration of vesting and the other matters necessary in the
administration of the plan.
If we undergo a change
of control, as defined in the 2016 Plan, subject to any contrary law or rule, or the terms of any award agreement in effect before the
change of control, (a) the compensation and nominating committee may, in its discretion, accelerate the vesting, exercisability and payment,
as applicable, of outstanding options, RSUs and other awards; and (b) the compensation and nominating committee, in its discretion, may
adjust outstanding awards by substituting ordinary shares or other securities of any successor or another party to the change of control
transaction, or cash out outstanding options, RSUs and other awards, in any such case, generally based on the consideration received by
our shareholders in the transaction.
ITEM
7: Major Shareholders and Related Party Transactions
|
A. |
Major Shareholders
|
The following table sets
forth certain information regarding the beneficial ownership of our outstanding ordinary shares as of February 20, 2022, by each person
who we know beneficially owns 5.0% or more of the outstanding ordinary shares. Each of our shareholders has identical voting rights with
respect to its shares. All of the information with respect to beneficial ownership of the ordinary shares is given to the best of our
knowledge.
|
Ordinary Shares Beneficially
Owned(1) |
Percentage of Ordinary
Shares Beneficially Owned |
|||||||
|
Lynrock Lake Partners LLC (2)
|
7,266,666 |
19.9 |
% | |||||
|
Clal Insurance Enterprises Holdings Ltd. (3)
|
2,749,041 |
7.5 |
% | |||||
|
Migdal Insurance Financial Holdings Ltd. (4)
|
2,653,431 |
7.3 |
% | |||||
|
Outerbridge Capital Management, LLC (5)
|
3,756,991 |
10.3 |
% | |||||
|
(1) |
As used in this table, “beneficial
ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security.
For purposes of this table, a person is deemed to be the beneficial owner of securities that can be acquired within 60 days from February
20, 2022 through the exercise of any option or warrant. Ordinary shares subject to options or warrants that are currently exercisable
or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options or warrants,
but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages are based upon
36,546,813 ordinary shares outstanding as of February 20, 2022. |
70
|
(2) |
Based on a Schedule 13G/A filed on February
14, 2022, Lynrock Lake Master Fund LP ("Lynrock Lake Master") directly holds 7,266,666 of our ordinary shares. Lynrock Lake LP (the "Investment
Manager") is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager
has been delegated full voting and investment power over our ordinary shares held by Lynrock Lake Master. Cynthia Paul, the Chief Investment
Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be
deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master. |
|
(3) |
Based on a Schedule 13G/A filed on February
10, 2022, Clal Insurance Enterprises Holdings Ltd. (“Clal”) had shared voting and dispositive power over 2,749,041 of our
shares. |
All of the 2,749,041
ordinary shares reported in this statement as beneficially owned by Clal are held for members of the public through, among others, provident
funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal.
|
(4) |
Based on a Schedule 13G filed on February
2, 2022, Migdal Insurance Financial Holdings Ltd. (“Migdal”) had voting power and dispositive power over these ordinary
shares. |
Of the 2,653,431 ordinary
shares (i) 1,839,227 ordinary shares are held for members of the public through, among others, provident funds, mutual funds,
pension funds and insurance policies, which are managed by direct and indirect subsidiaries of reporting person, each of which subsidiaries
operates under independent management and makes independent voting and investment decisions, and (ii) 814,204 ordinary shares
are held by companies for the management of funds for joint investments in trusteeship, each of which operates under independent management
and makes independent voting and investment decisions.
|
(5) |
Based on a Schedule 13D/A filed on February
11, 2022, Outerbridge Capital Management, LLC (“Outerbridge”) had shared voting and dispositive power over 3,756,991 ordinary
shares. The address of Outerbridge is 767 Third Avenue, 11th Floor, New York, New York 10017. |
Significant
Changes in the Ownership of Major Shareholders
Based on a Schedule 13G/A
filed on January 31, 2022 by Harel Insurance Investments Financial Services Ltd. (“Harel”), Harel ceased to be
the beneficial owners of 5% or more of our ordinary shares. As of December 31, 2020, Harel was the beneficial owner of 2,194,610, or 6.2%
of our ordinary shares.
Based on a Schedule 13D/A
filed on February 11, 2022 by Outerbridge Capital Management LLC (“Outerbridge”), Outerbridge is the beneficial owner of 5%
or more of our ordinary shares, and is now the beneficial owner of 3,756,991, or 10.3% of our ordinary shares.
|
B. |
Record Holders
|
As of February 20, 2022,
there were 15 record holders of ordinary shares, of which seven consisted of United States record holders holding approximately 99.5%
of our outstanding ordinary shares. The actual number of shareholders is greater than this number of record holders, and includes shareholders
who are beneficial owners, but whose shares are held in street name by brokers and other nominees. The United States record holders included
Cede Co., the nominee of the Depositary Trust Company.
|
C. |
Related Party Transactions
|
Our policy is to enter
into transactions with related parties on terms that, on the whole, are no less favorable, than those available from unaffiliated third
parties. Based on our experience in the business sectors in which we operate and the terms of our transactions with unaffiliated third
parties, we believe that all of the transactions described below met this policy standard at the time they occurred.
71
Agreements
with Directors and Officers
Engagement
of Officers. We have entered into employment agreements with each of our officers, who work for us as employees or as consultants.
These agreements all contain provisions standard for a company in our industry regarding noncompetition, confidentiality of information
and assignment of inventions. The enforceability of covenants not to compete in Israel may be limited. In connection with the engagement
of our officers, we have granted them options pursuant to our 2016 Plan.
Exculpation,
Indemnification and Insurance. Our articles of association permit us to exculpate, indemnify and insure our office holders, in
accordance with the provisions of the Companies Law. We have entered into agreements with each of our directors and certain office holders,
exculpating them from a breach of their duty of care to us to the fullest extent permitted by law and undertaking to indemnify them to
the fullest extent permitted by law, to the extent that these liabilities are not covered by insurance. See “ITEM 6: Directors,
Senior Management and Employees—Board Practices—Exculpation, Insurance and Indemnification of Office Holders.”
|
D. |
Interests of Experts
and Counsel |
Not applicable.
ITEM
8: Financial Information
|
A. |
Consolidated Financial
Statements and Other Financial Information. |
Consolidated
Financial Statements
For our audited consolidated
balance sheets as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive loss, changes in shareholders’
equity and cash flows for each of the three years in the period ended December 31, 2021, please see pages F-5 to F-45 of this report.
Export
Sales
See “ITEM 4: Operating
and Financial Review and Prospects” under the caption “Customers” for certain details of export sales for the last three
fiscal years.
Legal
Proceedings
We may, from time to
time in the future be involved in legal proceedings in the ordinary course of business. Such matters are generally subject to many uncertainties
and outcomes are not predictable with assurance. We accrue for contingencies when the loss is probable and it can reasonably estimate
the amount of any such loss. Except as set forth in Note [11] to our consolidated financial statements for the fiscal year ended December
31, 2021 included elsewhere in this report, we are currently not a party to any material legal or administrative proceedings for which
an appropriate accrual has not been made, and is not aware of any pending or threatened material legal or administrative proceedings against
us.
Dividends
We have never declared
or paid any cash dividends on our ordinary shares and we do not anticipate paying any cash dividends on our ordinary shares in the future.
We currently intend to retain all future earnings to finance our operations and to expand our business. Any future determination relating
to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future
earnings, capital requirements, financial condition and future prospects and other factors our board of directors may deem relevant.
72
|
B. |
Significant Changes
|
Since the date of our
audited financial statements included elsewhere in this annual report, there have not been any significant changes in our financial position.
ITEM
9: The Offer and Listing
Our ordinary shares have been quoted under
the symbol “ALLT” on Nasdaq since November 16, 2006 and on the TASE since December 21, 2010.
As of March 1, 2022, the last reported sale
price of our ordinary shares on Nasdaq was $7.83 per share and on the TASE was 25.67 ILS per share.
ITEM
10: Additional Information
|
A. |
Share Capital |
Not applicable.
|
B. |
Memorandum and Articles
of Association |
Registration
Number and Objectives
We are registered as
a public company with the Israeli Registrar of Companies. Our registration number is 51-239477-6.
Our objectives under
our memorandum of association are to engage in the business of computers, hardware and software, including without limitation research
and development, marketing, consulting and the selling of knowledge, and any other activity which our board of directors shall determine.
Ordinary
Shares
Our authorized share
capital consists of 200,000,000 ordinary shares, par value ILS 0.10 per share. As of February 20, 2022, we had 36,546,813 ordinary shares
outstanding. All outstanding ordinary shares are validly issued, fully paid and non-assessable. The rights attached to the ordinary shares
are as follows:
Voting.
Holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders at a shareholder
meeting. Shareholders may vote at shareholder meeting either in person, by proxy or by written ballot. Shareholder voting rights may be
affected by the grant of any special voting rights to the holders of a class of shares with preferential rights that may be authorized
in the future.
Transfer
of Shares. Fully paid ordinary shares are issued in registered form and may be freely transferred under our articles of association
unless the transfer is restricted or prohibited by another instrument, Israeli law or the rules of a stock exchange on which the shares
are traded.
Election
of Directors. Our ordinary shares do not have cumulative voting rights for the election of directors. Rather, under our articles
of association our directors are elected by the holders of a simple majority of our ordinary shares at a general shareholder meeting.
As a result, the holders of our ordinary shares that represent more than 50% of the voting power represented at a shareholder meeting
have the power to elect any or all of our directors whose positions are being filled at that meeting, subject to the special approval
requirements for outside directors. See “ITEM 6: Directors, Senior Management and Employees—Board Practices—Outside
Directors.”
Dividend
and Liquidation Rights. Under the Companies Law, shareholder approval is not required for the declaration of a dividend, unless
the company’s articles of association provide otherwise. Our articles of association provide that our board of directors may declare
and distribute a dividend to be paid to the holders of ordinary shares without shareholder approval in proportion to the paid up capital
attributable to the shares that they hold. Dividends may be paid only out of profits legally available for distribution, as defined in
the Companies Law, provided1 that there is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing
and foreseeable obligations as they become due. If we do not have profits legally available for distribution, we may seek the approval
of the court to distribute a dividend. The court may approve our request if it is convinced that there is no reasonable concern that a
payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due.
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In the event of our liquidation,
after satisfaction of liabilities to creditors, our assets will be distributed to the holders of ordinary shares in proportion to the
paid up capital attributable to the shares that they hold. Dividend and liquidation rights may be affected by the grant of preferential
dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future.
Shareholder
Meetings
We are required to convene
an annual general meeting of our shareholders once every calendar year within a period of not more than 15 months following the preceding
annual general meeting. Our board of directors may convene a special general meeting of our shareholders and is required to do so at the
request of two directors or one quarter of the members of our board of directors or at the request of one or more holders of 5% or more
of our share capital and 1% of our voting power or the holder or holders of 5% or more of our voting power. All shareholder meetings require
prior notice of at least 21 days. The chairperson of our board of directors, or any other person appointed by the board of directors,
presides over our general meetings. In the absence of the chairperson of the board of directors or such other person, one of the members
of the board designated by a majority of the directors presides over the meeting. If no director is designated to preside as chairperson,
then the shareholders present will choose one of the shareholders present to be chairperson. Subject to the provisions of the Companies
Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders
of record on a date to be decided by the board of directors, which may be between four and 40 days prior to the date of the meeting.
Quorum
The quorum required for
a meeting of shareholders consists of at least two shareholders present in person, by proxy or by written ballot, who hold or represent
between them at least 25% of our voting power. A meeting adjourned for lack of a quorum generally is adjourned to the same day in the
following week at the same time and place or any time and place as the directors designate in a notice to the shareholders. At the reconvened
meeting, the required quorum consists of at least two shareholders present, in person, by proxy or by written ballot, who hold or represent
between them at least 10% of our voting power, provided that if the meeting was initially called pursuant to a request by our shareholders,
then the quorum required must include at least the number of shareholders entitled to call the meeting. See “—Shareholder
Meetings.”
Resolutions
An ordinary resolution
requires approval by the holders of a simple majority of the voting rights represented at the meeting, in person, by proxy or by written
ballot, and voting on the resolution.
Under the Companies Law,
unless otherwise provided in the articles of association or applicable law, all resolutions of the shareholders require a simple majority.
A resolution for the voluntary winding up of the company requires the approval by holders of at least 75% of the voting rights represented
at the meeting, in person, by proxy or by written ballot, and voting on the resolution. Under our articles of association (1) certain
shareholders’ resolutions require the approval of a special majority of the holders of at least 75% of the voting rights represented
at the meeting, in person, by proxy or by written ballot, and voting on the resolution, and (2) certain shareholders’ resolutions
require the approval of a special majority of the holders of at least two-thirds of the voting securities of the company then outstanding.
Access
to Corporate Records
Under the Companies Law,
all shareholders generally have the right to review minutes of our general meetings, our shareholder register, including with respect
to material shareholders, our articles of association, our financial statements and any document we are required by law to file publicly
with the Israeli Companies Registrar. Any shareholder who specifies the purpose of its request may request to review any document in our
possession that relates to any action or transaction with a related party which requires shareholder approval under the Companies Law.
We may deny a request to review a document if we determine that the request was not made in good faith, that the document contains a commercial
secret or a patent or that the document’s disclosure may otherwise impair our interests.
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Fiduciary
Duties and Approval of Specified Related Party Transactions Under Israeli Law
Fiduciary
duties of office holders
The Companies Law imposes
a duty of care and a duty of loyalty on all office holders of a company.
The duty of care of an
office holder requires an office holder to act with the degree of proficiency with which a reasonable office holder in the same position
would have acted under the same circumstances. The duty of care includes, among other things, a duty to use reasonable means, in light
of the circumstances, to obtain certain information pertaining to the proposed action before the board of directors.
The duty of loyalty incumbent
on an office holder requires him or her to act in good faith and for the benefit of the company, and includes, among other things, the
duty to avoid conflicts of interest with the company, to refrain from competing with the company, and to disclose to the company information
disclosed to him or her as a result of being an office holder.
We may approve an act
specified above which would otherwise constitute a breach of the office holder’s duty of loyalty, provided that the office holder
acted in good faith, the act or its approval does not harm the company, and the office holder discloses his or her personal interest a
sufficient time before the approval of such act. Any such approval is subject to the terms of the Companies Law, setting forth, among
other things, the organs of the company entitled to provide such approval, and the methods of obtaining such approval.
Disclosure
of personal interests of an office holder and approval of acts and transactions
The Companies Law requires
that an office holder promptly disclose to the company any personal interest that he or she may have relating to any existing or proposed
transaction by the company (as well as certain information or documents). Once an office holder has disclosed his or her personal interest
in a transaction, the approval of the appropriate organ(s) in the company is required in order to effect the transaction. However, a company
may approve such a transaction or action only if it is in the best interests of the Company.
Disclosure
of personal interests of a controlling shareholder and approval of transactions
Under the Companies Law,
a controlling shareholder must also disclose any personal interest it may have in an existing or proposed transaction by the company.
Transactions with controlling shareholders that are material, that are not in the ordinary course of business or that are not on market
terms require approval by the audit committee, the board of directors and the shareholders of the company, and the Companies Law provides
for certain quantitative requirements in respect of the voting of shareholders not having a personal interest in the applicable transaction.
Duties
of shareholders
Under the Companies Law,
a shareholder has a duty to refrain from abusing its power, to act in good faith and to act in an acceptable manner in exercising its
rights and performing its obligations to the company and other shareholders. A shareholder also has a general duty to refrain from acting
to the detriment of other shareholders.
In addition, any controlling
shareholder or any shareholder having specific power with respect to a company (the power to appoint an office holder, or specific influence
over a certain vote) is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this
duty except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty
to act with fairness, taking the shareholder’s position in the company into account.
75
Approval
of private placements
Under the Companies Law
and the regulations promulgated thereunder, certain private placements of securities may require approval at a general meeting of the
shareholders of a company. These include, for example, certain private placements completed in lieu of a special tender offer (See “Memorandum
and Articles of Association—Acquisition under Israeli law”) or a private placement which qualifies as a related party transaction
(See “Corporate governance practices—Fiduciary duties and approval of specified related party transactions under Israeli law”).
Acquisitions
under Israeli Law
Full
Tender Offer. A person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of the target
company’s issued and outstanding share capital is required by the Companies Law to make a tender offer for the purchase of all of
the issued and outstanding shares of the company. If the shareholders who do not accept the offer hold less than 5% of the issued and
outstanding share capital of the company, and more than half of the offerees who do not have a personal interest in the tender offer accept
the tender offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. Notwithstanding
the above, if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company
or of the applicable class, the offer will nonetheless be accepted. However, a shareholder that had its shares so transferred may, within
six months from the date of acceptance of the tender offer, petition the court to determine that the tender offer was for less than fair
value and that the fair value should be paid as determined by the court. The bidder may provide in its tender offer that any accepting
shareholder may not petition the court for fair value, but such condition will not be valid unless all of the information required under
the Companies Law was provided prior to the acceptance date. The description above regarding a full tender offer also applies, with certain
limitations, when a full tender offer for the purchase of all of the company’s securities is accepted.
Special
Tender Offer. The Companies Law provides, subject to certain exceptions, that an acquisition of shares of a public Israeli company
must be made by means of a “special tender offer” if, as a result of the acquisition, the purchaser would become a holder
of at least 25% of the voting rights in the company. This rule does not apply if there is already another holder of at least 25% of the
voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by
means of a tender offer if, as a result of the acquisition, the purchaser would become a holder of more than 45% of the voting rights
in the company, and there is no other shareholder of the company who holds more than 45% of the voting rights in the company. The special
tender offer may be consummated subject to certain majority requirements set forth in the Companies Law, and provided further that at
least 5% of the voting rights attached to the company’s outstanding shares will be acquired by the party making the offer.
Merger.
The Companies Law permits merger transactions between two Israeli companies if approved by each party’s board of directors and a
certain percentage of each party’s shareholders. Following the approval of the board of directors of each of the merging companies,
the boards must jointly prepare a merger proposal for submission to the Israeli Registrar of Companies.
Under the Companies Law,
if the approval of a general meeting of the shareholders is required, merger transactions may be approved by the holders of a simple majority
of our shares present, in person, by proxy or by written ballot, at a general meeting of the shareholders and voting on the transaction.
In determining whether the required majority has approved the merger, if shares of the company are held by the other party to the merger,
by any person holding at least 25% of the voting rights, or 25% of the means of appointing directors or the general manager of the other
party to the merger, then a vote against the merger by holders of the majority of the shares present and voting, excluding shares held
by the other party or by such person, or any person or entity acting on behalf of, related to or controlled by either of them, is sufficient
to reject the merger transaction. In certain circumstances, a court may still approve the merger upon the request of holders of at least
25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value of the
parties to the merger and the consideration offered to the shareholders.
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The Companies Law provides
for certain requirements and procedures that each of the merging companies is to fulfill. In addition, a merger may not be completed unless
at least fifty days have passed from the date that a proposal for approval of the merger was filed with the Israeli Registrar of Companies
and thirty days from the date that shareholder approval of both merging companies was obtained.
Anti-Takeover
Measures
Undesignated
preferred shares. The Companies Law allows us to create and issue shares having rights different from those attached to our ordinary
shares, including shares providing certain preferred or additional rights with respect to voting, distributions or other matters and shares
having preemptive rights. We do not have any authorized or issued shares other than ordinary shares. In the future, if we do create and
issue a class of shares other than ordinary shares, such class of shares, depending on the specific rights that may be attached to them,
may delay or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of their
ordinary shares. The authorization of a new class of shares will require an amendment to our articles of association which requires the
prior approval of a simple majority of our shares represented and voted at a general meeting. In addition, we undertook towards the TASE
that, as long as our shares are registered for trading with the TASE we will not issue or authorize shares of any class other than the
class currently registered with the TASE, unless such issuance is in accordance with certain provisions of the Israeli Securities Law
determining that a company registering its shares for trade on the TASE may not have more than one class of shares for a period of one
year following registration with the TASE, and following such period the company is permitted to issue preferred shares if the preference
of those shares is limited to a preference in the distribution of dividends and the preferred shares have no voting rights.
Supermajority
voting. Our articles of association require the approval of the holders of at least two-thirds of our combined voting power to
effect certain amendments to our articles of association.
Classified
board of directors. Our articles of association provide for a classified board of directors. See “ITEM 6: Directors, Senior
Management and Employees—Board Practices—Term of Directors.”
Transfer
Agent and Registrar
The transfer agent and
registrar for our ordinary shares is American Stock Transfer Trust Company. Its address is 6201 15th Avenue, Brooklyn, New York
11219, and its telephone number is (800) 937-5449.
|
C. |
Material Contracts
|
We have not been party
to any material contracts within the two years prior to the date of this annual report, other than contracts entered into in the ordinary
course of business, or as otherwise described below in this ITEM 10.C.
|
Material Contract
|
Location |
|
|
Non-Stabilized Lease Agreement |
“ITEM 4: Information on Allot –
D. Property, Plant and Equipment” |
|
D. |
Exchange Controls
|
In 1998, Israeli currency
control regulations were liberalized significantly, so that Israeli residents generally may freely deal in foreign currency and foreign
assets, and non-residents may freely deal in Israeli currency and Israeli assets. There are currently no Israeli currency control restrictions
on remittances of dividends on the ordinary shares or the proceeds from the sale of the shares provided that all taxes were paid or withheld;
however, legislation remains in effect pursuant to which currency controls can be imposed by administrative action at any time.
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Non-residents of Israel
may freely hold and trade our securities. Neither our memorandum of association nor our articles of association nor the laws of the State
of Israel restrict in any way the ownership or voting of ordinary shares by non-residents, except that such restrictions may exist with
respect to citizens of countries which are in a state of war with Israel. Israeli residents are allowed to purchase our ordinary shares.
|
E. |
Taxation |
Israeli
Tax Considerations and Government Programs
The following is a general
discussion only and is not exhaustive of all possible tax considerations. It is not intended, and should not be construed, as legal or
professional tax advice and should not be relied upon for tax planning purposes. In addition, this discussion does not address all of
the tax consequences that may be relevant to purchasers of our ordinary shares in light of their particular circumstances, or certain
types of purchasers of our ordinary shares subject to special tax treatment. Examples of this kind of investor include residents of Israel
and traders in securities who are subject to special tax regimes not covered in this discussion. Each individual/entity should consult
its own tax or legal advisor as to the Israeli tax consequences of the purchase, ownership and disposition of our ordinary shares.
To the extent that part
of the discussion is based on new tax legislation, which has not been subject to judicial or administrative interpretation, we cannot
assure that the tax authorities or the courts will accept the views expressed in this section.
The following summary
describes the current tax structure applicable to companies in Israel, with special reference to its effect on us. The following also
contains a discussion of the material Israeli tax consequences to holders of our ordinary shares.
General
Corporate Tax Structure in Israel
Israeli companies are
generally subject to corporate tax rate of 23%. However, the effective tax rate payable by a company that derives income from an Approved
Enterprise, a Benefited Enterprise, a Preferred Enterprise or a Technological Preferred Enterprise (as discussed below) may be considerably
lower. Capital gains derived by an Israeli company are generally subject to the prevailing corporate tax rate.
Tax
Benefits and Grants for Research and Development
Israeli tax law allows,
under certain conditions, a tax deduction for expenditures, including capital expenditures, for the year in which they are incurred. Expenditures
are deemed related to scientific research and development projects, if:
| • |
The expenditures are approved by the relevant Israeli government ministry, determined
by the field of research; |
| • |
The research and development must be for the promotion of the company; and
|
| • |
The research and development is carried out by or on behalf of the company seeking
such tax deduction. |
The amount of such deductible
expenses is reduced by the sum of any funds received through government grants for the finance of such scientific research and development
projects. No deduction under these research and development deduction rules is allowed if such deduction is related to an expense invested
in an asset depreciable under the general depreciation rules of the Ordinance. Expenditures for research and development not approved
are deductible in equal amounts over three years, according to the Ordinance.
From time to time, we
may apply the Israel Innovation Authority for approval to allow a tax deduction for all research and development expenses during the year
incurred. There can be no assurance that such application will be accepted.
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Law
for the Encouragement of Industry (Taxes), 1969
The Law for the Encouragement
of Industry (Taxes), 1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for industrial companies.
We believe that we currently qualify as an “Industrial Company” within the meaning of the Industry Encouragement Law. The
Industry Encouragement Law defines “Industrial Company” as a company resident in Israel, of which 90% or more of its income
in any tax year, other than of income from defense loans, capital gains, interest and dividend, is derived from an “Industrial Enterprise
which is located in Israel” owned by it. An “Industrial Enterprise” is defined as an enterprise whose major activity
in a given tax year is industrial production activity.
The following corporate
tax benefits, among others, are available to Industrial Companies:
| • |
Amortization of the cost of purchased know-how and patents and of rights to use
a patent and know-how which are used for the development or advancement of the company, over an eight-year period; |
| • |
Under specified conditions, an election to file consolidated tax returns with additional
related Israeli Industrial Companies; and |
| • |
Expenses related to a public offering in Israel and in recognized stock markets,
are deductible in equal amounts over three years. |
Under certain tax laws
and regulations, an “Industrial Enterprise” may be eligible for special depreciation rates for machinery, equipment and buildings.
These rates differ based on various factors, including the date the operations begin and the number of work shifts. An “Industrial
Company” owning an approved enterprise may choose between these special depreciation rates and the depreciation rates available
to the approved enterprise.
Eligibility for the benefits
under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority. We can give no assurance
that we qualify or will continue to qualify as an “Industrial Company” or that the benefits described above will be available
in the future.
Tax
Benefits under the Law for Encouragement of Capital Investments, 1959
Tax
Benefits Prior to the 2005 Amendment
The Law for the Encouragement
of Capital Investments, 1959, as amended, generally referred to as the Investments Law, provides that a proposed capital investment in
eligible facilities may, upon application to the Investment Center of the Ministry of Industry and Commerce of the State of Israel, be
designated as an “Approved Enterprise.”
The Investments Law provides
that an approved enterprise is eligible for tax benefits on taxable income derived from its approved enterprise programs. The tax benefits
under the Investments Law also apply to income generated by a company from the grant of a usage right with respect to know-how developed
by the Approved Enterprise, income generated from royalties, and income derived from a service which is auxiliary to such usage right
or royalties, provided that such income is generated within the Approved Enterprise’s ordinary course of business. The tax benefits
under the Investments Law are not, generally, available with respect to income derived from products manufactured outside of Israel. In
addition, the tax benefits available to an Approved Enterprise are contingent upon the fulfillment of conditions stipulated in the Investments
Law and regulations and the criteria set forth in the specific certificate of approval, as described above. In the event that a company
does not meet these conditions, it would be required to refund the amount of tax benefits, plus a consumer price index linkage adjustment
and interest.
Should a company derive
income from sources other than the Approved Enterprise during the relevant period of benefits, such income is taxable at the regular corporate
tax rates.
A company may elect to
receive an alternative package of benefits. Under the alternative package of benefits, a company’s undistributed income derived
from the Approved Enterprise will be exempt from corporate tax for a period of between two and ten years from the first year the company
derives taxable income under the program, after the commencement of production, depending on the geographic location of the Approved Enterprise
within Israel, and such company will be eligible for a reduced tax rate for the remainder of the benefits period. Under certain circumstances
(as detailed below regarding Foreign Investment Companies)), the benefit period may extend to a maximum of ten years from the commencement
of the benefit period.
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A company that has elected
the alternative track of benefits, such as us, that subsequently pays a dividend out of income derived from the approved enterprise(s)
during the tax exemption period will be subject to corporate tax in the year the dividend is distributed in respect of the gross amount
distributed, at the rate which would have been applicable had the company not elected the alternative track of benefits, (generally 10%-25%,
depending on the percentage of the company’s ordinary shares held by foreign shareholders). Following amendment 74 to the Investment
Law as part of the Law for Economic Efficiency (Legislative Amendments for Attaining the Budget Goals for Fiscal Years 2021 and 2022),
which was enacted in November, 2021, any dividends distributed, or deemed as distributed under the Investment Law after August 15, 2021
by a company which earned exempt income which it did not elect to release under the terms of amendment 74, will be allocated pro-rata
between exempt income and other sources and taxed accordingly. The dividend recipient is subject to withholding tax at the reduced rate
of 15% applicable to dividends from approved enterprises if the dividend is distributed during the tax exemption period or within twelve
years thereafter. In the event, however, that the company qualifies as a foreign investors’ company, there is no such time limitation.
Foreign
Investors’ Company (“FIC”)
A company that has an
Approved Enterprise program is eligible for further tax benefits if it qualifies as a foreign investors’ company. A foreign investors’
company is a company of which, among other criteria, more than 25% of its share capital and combined share and loan capital is owned by
non-Israeli residents. A company that qualifies as a foreign investors’ company and has an approved enterprise program is eligible
for tax benefits for a ten-year benefit period.
Subject to applicable
provisions concerning income under the alternative package of benefits, dividends paid by a company are considered to be attributable
to income received from the entire company and the company’s effective tax rate is the result of a weighted average of the various
applicable tax rates, excluding any tax-exempt income. Under the Investments Law, with the exception of amendment 74, a company that has
elected the alternative track of benefits is not obliged to distribute retained profits, and may generally decide from which year’s
profits to declare dividends.
In 1998, the production
facilities of the Company related to its computational technologies were granted the status of an “Approved Enterprise” under
the Law. In 2004, an expansion program was granted the status of “Approved Enterprise.” According to the provisions of the
Law, the Company has elected the alternative track of benefits and has waived Government grants in return for tax benefits.
As of December 31, 2021,
the company has not yet realized the benefits under the “Approved Enterprise” program. We believe that we met the aforementioned
conditions.
Tax
Benefits under the 2005 Amendment
An amendment to the Investments
Law, generally referred as the 2005 Amendment, effective as of April 1, 2005 has significantly changed the provisions of the Investments
Law. The amendment includes revisions to the criteria for investments qualified to receive tax benefits as an Approved Enterprise.
The 2005 Amendment simplifies
the approval process for the approved enterprise. According to the 2005 Amendment, only approved enterprises receiving cash grants require
the approval of the Investment Center.
A program receiving benefits
under the 2005 Amendment is referred to as the Benefited Enterprise.
The duration of tax benefits
is subject to a limitation of the earlier of seven to ten years from the Commencement Year, or twelve years from the first day of the
Year of Election. We elected the year of 2009 as “year of election” under the Investments Law after the 2005 Amendment. The
benefit period under this year of election has ended on December 31, 2020.
80
We believe that a portion
of taxable operating income that we may realize in the future will be eligible to benefits under the Investments Law.
As of December 31, 2021,
we did not generate exempt income under the provisions of the Investments Law.
Tax
Benefits under the 2011 Amendment
As of January 1, 2011,
new legislation amending the Investments Law came into effect (the “2011 Amendment”). The 2011 Amendment introduced a new
status of “Preferred Company” and “Preferred Enterprise.” replacing the then existing status of “Benefited
Company” and “Benefited Enterprise.” Similar to a “Benefited Company,” a Preferred Company is an industrial
company owning a Preferred Enterprise which meets certain conditions (including a minimum threshold of 25% export). However, under this
legislation the requirement for a minimum investment in productive assets was cancelled.
Under the 2011 Amendment,
a uniform corporate tax rate applies to all qualifying income of the Preferred Company, as opposed to the former law, which was limited
to income from the Approved Enterprises and Benefited Enterprise during the benefits period. As of the 2017 tax year the corporate tax
rate for preferred taxable income is 7.5% in areas in Israel designated as Development Zone A and 16% elsewhere in Israel.
A dividend distributed
from income which is attributed to a Preferred Enterprise will be subject to withholding tax at source at the following rates: (i) Israeli
resident corporation –0%, (ii) Israeli resident individual – 20% in 2014 and onwards (iii) non-Israeli resident - 20% in 2014
and onwards, subject to a reduced tax rate under the provisions of an applicable double tax treaty.
The provisions of the
2011 Amendment also provided transitional provisions to address companies already enjoying current benefits. Under the transition provisions
of the new legislation, a company may decide to irrevocably implement the 2011 Amendment while waiving benefits provided under the Investments
Law prior to the 2011 Amendment; or to remain subject to the Investments Law prior to the 2011 Amendment. We have examined the possible
effect, if any, of these provisions of the 2011 Amendment on our financial statements and have decided, at this time, not to opt to apply
the new benefits under the 2011 Amendment.
Tax
Benefits under the 2016 Amendment
In December 2016, new
legislation amended the Investments Law, effective as of the 2017 tax year (the “2016 Amendment”). Under the 2016 Amendment
a new status of “Technological Preferred Enterprise” was introduced to the Investments Law.
Under the 2016 Amendment,
two new tracks are available:
| • |
Technological Preferred Enterprise – an enterprise which is part of a consolidated
group with consolidated annual revenues of less than ILS 10 billion. A Technological Preferred Enterprise which is located in areas other
than Development Zone A will be subject to tax at a rate of 12% on profits derived from intellectual property, and a Technological Preferred
Enterprise in Development Zone A will be subject to tax at a rate of 7.5%; and |
| • |
Special Technological Preferred Enterprise – an enterprise which is part of
a consolidated group with consolidated annual revenues exceeding ILS 10 billion. Such an enterprise will be subject to tax at a rate of
6% on profits derived from intellectual property regardless of the enterprise’s geographical location. |
Any dividends distributed
to foreign companies, as defined in the Investments Law, derived from income from the Technological Preferred Enterprise will be subject
to tax at a rate of 20% (which may be reduced by an applicable double tax treaty), or a lower rate of 4% in case 90% or more of the Preferred
Technological Enterprise’s shares are held by foreign corporations.
81
We have examined the
possible effect, if any, of these provisions of the 2016 Amendment on our financial statements and have decided, at this time, not to
opt to apply the new benefits under the 2016 Amendment.
Special
Provisions Relating to Israeli Tax Reporting in United States Dollars
Under the Income Tax
(Inflationary Adjustments) Law, 1985, results for tax purposes are measured in real terms, in accordance with the changes in the Israeli
Consumer Price Index (“Israeli CPI”). Accordingly, until 2011, results for tax purposes were measured in terms of earnings
in ILS after certain adjustments for increases in the Israeli CPI. Commencing in the taxable year 2012, we have elected to measure our
taxable income and file our tax return in United States Dollars, under the Israeli Income Tax Regulations (Principles Regarding the Management
of Books of Account of Foreign Invested Companies and Certain Partnerships and the Determination of Their Taxable Income), 1986.
Capital
Gains Tax on Sales of Our Ordinary Shares
Israeli law generally
imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the
sale of assets located in Israel, including shares in Israeli companies, by both residents and non-residents of Israel, unless a specific
exemption is available or a tax treaty between Israel and the shareholder’s country of residence provides otherwise. The law distinguishes
between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain which is equivalent to the
increase of the relevant asset’s purchase price which is attributable to the increase in the Israeli consumer price index or, in
certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. The real gain is the excess
of the total capital gain over the inflationary surplus.
The tax rate applicable
to capital gains derived from the sale of shares, whether listed on a stock market or not, is 25% for Israeli individuals, unless such
shareholder claims a deduction for financing expenses in connection with such shares, in which case the gain is generally taxed at a rate
of 30%. Additionally, if such shareholder is considered a “material shareholder” at any time during the 12-month period preceding
such sale, i.e., such shareholder holds directly or indirectly, including with others, at least 10% of any means of control in a company,
the tax rate is 30%. Israeli companies are subject to the Corporate Tax rate on capital gains derived from the sale of shares. However,
the foregoing tax rates do not apply to: (i) dealers in securities; and (ii) shareholders who acquired their shares prior to an initial
public offering (that may be subject to a different tax arrangement).
Individuals who are subject
to tax in Israel are also subject to an additional tax at a rate of 3% on annual income exceeding a certain threshold (NIS 647,640 and
NIS 663,240 for 2021 and 2022 respectively linked to the annual change in the Israeli Consumer Price Index), including, but not limited
to income derived from, dividends, interest and capital gains.
Non-Israeli residents
are exempt from Israeli capital gains tax on any gains derived from the sale of shares of Israeli companies publicly traded on a recognized
stock exchange or regulated market outside of Israel, provided that such capital gains are not derived from a permanent establishment
in Israel, and the shareholders did not acquire their shares prior to an initial public offering. However, non-Israeli corporations will
not be entitled to such exemption if Israeli residents (i) have a controlling interest of more than 25% in such non-Israeli corporation,
or (ii) are the beneficiaries or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly
or indirectly.
In some instances where
our shareholders may be liable to Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to
the withholding of Israeli tax at the source.
82
Pursuant to the Convention
between the government of the United States and the government of Israel with respect to taxes on income, as amended (the “U.S.-Israel
Tax Treaty”), the sale, exchange or disposition of ordinary shares by a person who (i) holds the ordinary shares as a capital asset,
(ii) qualifies as a resident of the United States within the meaning of the U.S.-Israel Tax Treaty and (iii) is entitled to claim the
benefits afforded to such person by the U.S.-Israel Tax Treaty, generally, will not be subject to the Israeli capital gains tax. Such
exemption will not apply if (i) such U.S. resident holds, directly or indirectly, shares representing 10% or more of our voting power
during any part of the 12-month period preceding such sale, exchange or disposition, subject to certain conditions, (ii) the capital gains
from such sale, exchange or disposition can be allocated to a permanent establishment in Israel, or (iii) such U.S. resident is an individual
and was present in Israel for 183 days or more during the relevant taxable year. In such case, the sale, exchange or disposition of ordinary
shares would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Tax Treaty, such U.S. resident would
be permitted to claim a credit for such taxes against the U.S. federal income tax imposed with respect to such sale, exchange or disposition,
subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel Tax Treaty does not relate to U.S. state or
local taxes.
Taxation
of Dividends paid to Non-Resident Holders of Shares
Non-residents of Israel
are subject to income tax on income accrued or derived from sources in Israel. Such sources of income include passive income such as dividends.
On distributions of dividends other than bonus shares, or stock dividends, income tax is applicable at the rate of 25%, or 30% for a shareholder
that is considered a “material shareholder” at any time during the 12-month period preceding such distribution, unless a different
rate is provided in a treaty between Israel and the shareholder’s country of residence. However, under the Investments Law, dividends
generated by an Approved Enterprise, Privileged Enterprise, Preferred Enterprise or Technological Preferred Enterprise may be are taxed
at a different rate as discussed above.
Under the U.S.-Israel
Tax Treaty, the maximum tax on dividends paid to a holder of ordinary shares that is a Treaty U.S. Resident is 25%. However, if the income
out of which the dividend is paid is not generated by an Approved Enterprise, Privileged Enterprise, Preferred Enterprise or Technological
Preferred Enterprise, and not more than 25% of our gross income consists of interest or dividends (and certain other conditions are met),
dividends paid to a U.S. corporation holding at least 10% of our issued voting power during the part of the tax year which precedes the
date of payment of the dividend and during the whole of its prior tax year are generally taxed at a rate of 12.5%. If the aforementioned
conditions are met and the income out of which the dividend is paid is generated by an Approved Enterprise, Privileged Enterprise, Preferred
Enterprise or Technological Preferred Enterprise, then the tax rate will be 15%.
United
States Federal Income Taxation
The following is a description
of the material United States federal income tax consequences to U.S. Holders (defined below) of the ownership and disposition of our
ordinary shares, but does not purport to be a comprehensive discussion of all tax considerations that may be relevant to a particular
person’s decision to acquire our ordinary shares. This description addresses only the United States federal income tax considerations
of holders that hold such ordinary shares as capital assets for U.S. federal income tax purposes. This description does not address tax
considerations applicable to holders that may be subject to special tax rules, including:
| • |
financial institutions or insurance companies; |
| • |
real estate investment trusts, regulated investment companies or grantor trusts;
|
| • |
dealers or traders in securities or currencies; |
| • |
tax-exempt entities; |
| • |
certain former citizens or long-term residents of the United States; |
| • |
persons that will hold our shares through a partnership or other pass-through entity
or arrangement; |
| • |
persons that received our shares as compensation for the performance of services;
|
| • |
persons that will hold our shares as part of a “hedging,” “conversion,”
“wash sale,” or other integrated transaction or as a position in a “straddle” for United States federal income
tax purposes; |
83
| • |
persons whose “functional currency” for U.S. federal income tax purposes
is not the United States dollar; |
| • |
persons owning ordinary shares in connection with a trade or business conducted
outside the United States; |
| • |
certain U.S. expatriates; |
| • |
persons subject to special tax accounting rules as a result of any item of gross
income with respect to our ordinary shares being taken into account in an applicable financial statement; or |
| • |
holders that own directly, indirectly or through attribution 10.0% or more of the
voting power or value of our shares. |
Moreover, this description
does not address any U.S. state, local or non-U.S. tax law, the Medicare tax on net invested income, the United States federal estate
and gift or alternative minimum tax consequences of the ownership and disposition of our ordinary shares, and, except as expressly described
herein, this description does not address the U.S. federal income tax consequences that may apply to U.S. Holders under the U.S.-Israel
Tax treaty.
This description is based
on the U.S. Internal Revenue Code of 1986, as amended, existing, proposed and temporary United States Treasury Regulations and judicial
and administrative interpretations thereof, in each case as in effect and available on the date hereof. All of the foregoing are subject
to change, which change could apply retroactively and could affect the tax consequences described below.
For purposes of this
description, a “U.S. Holder” is a beneficial owner of our ordinary shares that, for United States federal income tax purposes,
is:
| • |
a citizen or individual resident of the United States; |
| • |
corporation, or other entity treated as a corporation for U.S. federal income tax
purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
| • |
an estate the income of which is subject to United States federal income taxation
regardless of its source; or |
| • |
a trust if such trust has validly elected to be treated as a United States person
for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over
its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.
|
If a partnership (or
any other entity or arrangement treated as a partnership for United States federal income tax purposes) holds our ordinary shares, the
tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership.
Such a partner or partnership should consult its tax advisor as to its tax consequences.
You
should consult your tax advisor with respect to the United States federal, state, local and foreign tax consequences of owning and disposing
of our ordinary shares.
Distributions
Subject to the discussion
below under “Passive Foreign Investment Company Considerations,” for United States federal income tax purposes, the gross
amount of any distribution made to you, with respect to our ordinary shares before reduction of any Israeli taxes withheld therefrom,
other than certain distributions, if any, of our ordinary shares distributed pro rata to all our shareholders, will be includible in your
income as dividend income to the extent such distribution is paid out of our current or accumulated earnings and profits as determined
under United States federal income tax principles. Subject to the discussion below under “Passive Foreign Investment Company Considerations,”
to the extent, if any, that the amount of any distribution by us exceeds our current and accumulated earnings and profits as determined
under United States federal income tax principles, it will be treated first as a tax-free return of your adjusted tax basis in our ordinary
shares and thereafter as capital gain. We do not expect to maintain calculations of our earnings and profits under United States federal
income tax principles and, therefore, if you are a U.S. Holder you should expect that the entire amount of any distribution generally
will be reported as dividend income to you.
84
Subject to the discussion
below under “Passive Foreign Investment Company Considerations,” dividends paid to non-corporate U.S. Holders will be taxed
at the lower capital gains rate applicable to “qualified dividend income,” provided that (i) we are eligible for the
benefits of the U.S.-Israel Tax Treaty, (ii) we are not a PFIC (as discussed below under “Passive Foreign Investment Company
Considerations”) for the taxable year in which the dividend is paid and the preceding taxable year, and (iii) certain holding
period and other requirements are met. However, such dividends will not be eligible for the dividends received deduction generally allowed
to corporate U.S. Holders.
If you are a U.S. Holder,
dividends paid to you with respect to your ordinary shares will be treated as foreign source income, which may be relevant in calculating
your foreign tax credit limitation. Subject to certain conditions and limitations, Israeli tax withheld on dividends at a rate not exceeding
the rate provided in the U.S.-Israel Tax Treaty (if applicable) may be deducted from your taxable income or credited against your United
States federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific
classes of income. For this purpose, dividends that we distribute generally should constitute “passive category income,” or,
in the case of certain U.S. Holders, “general category income.” A foreign tax credit for foreign taxes imposed on distributions
may be denied when you do not satisfy certain minimum holding period requirements. In addition, for periods in which we are a “United
Stated-owned foreign corporation,” a portion of dividends paid by us may be treated as U.S. source solely for purposes of the foreign
tax credit. We would be treated as a United States-owned foreign corporation if 50% or more of the total value or total voting power of
our shares is owned, directly, indirectly or by attribution, by United States persons. The rules relating to the determination of the
foreign tax credit are complex, and you should consult your personal tax advisors to determine whether and to what extent you would be
entitled to this credit.
Sales
Exchange or other Disposition of Ordinary Shares
Subject to the discussion
below under “Passive Foreign Investment Company Considerations,” if you are a U.S. Holder, you generally will recognize gain
or loss on the sale, exchange or other disposition of our ordinary shares equal to the difference between the amount realized on such
sale, exchange or other disposition and your adjusted tax basis in our ordinary shares. Such gain or loss will be capital gain or loss.
If you are a non-corporate U.S. Holder, capital gain from the sale, exchange or other disposition of ordinary shares is eligible for the
preferential rate of taxation applicable to long-term capital gains if your holding period for such ordinary shares exceeds one year (that
is, such gain is long-term capital gain). Gain or loss, if any, recognized by you generally will be treated as United States source income
or loss for United States foreign tax credit purposes. The deductibility of capital losses for U.S. federal income tax purposes is subject
to limitations.
Passive
Foreign Investment Company Considerations
A non-U.S. corporation
will be classified as a “passive foreign investment company,” or a PFIC, for United States federal income tax purposes in
any taxable year in which, after applying certain look-through rules, either:
| • |
at least 75 percent of its gross income is “passive income;” or
|
| • |
at least 50 percent of the average value of its gross assets (generally based on
the quarterly value of such gross assets, or in certain cases, adjusted basis) is attributable to assets that produce “passive income”
or are held for the production of passive income. |
85
Passive income for this
purpose generally includes dividends, interest, royalties, rents, gains from commodities and securities transactions and the excess of
gains over losses from the disposition of assets which produce passive income.
PFIC status is an annual
determination that is based on tests which are factual in nature and our status in future years will depend on our income, assets and
activities in each of those years. Therefore, there can be no assurance that we will not be considered a PFIC for any taxable year. As
a public company, the market capitalization method was employed to value our assets for PFIC purposes. In previous years, we obtained
an independent valuation of our company which employed an approach other than the market capitalization approach. For the 2021 tax year,
based on the analysis of our U.S. tax advisor, the market capitalization method was determined to be appropriate for determining our PFIC
status. On that basis, we believe that we were not a PFIC for the 2021 tax year. However, there can be no certainty that the IRS will
not challenge such a position and determine that based on the IRS’s interpretation of the asset test, we were a PFIC for the 2021
tax year. However, because PFIC status is based on our income, assets and activities for the entire taxable year, it is not possible to
determine whether we will be characterized as a PFIC for the 2022 taxable year until after the close of the year. Moreover, we must determine
our PFIC status annually based on tests which are factual in nature, and our status in future years will depend on our income, assets,
market capitalization and activities in each of those years. Because the market price of our ordinary shares is likely to fluctuate and
the market price of the shares of technology companies has been especially volatile, particularly as a result of COVID-19, and because
that market price may affect the determination of whether we will be considered a PFIC, we cannot assure you that we will not be considered
a PFIC for any taxable year. If we were a PFIC, and you are a U.S. Holder, you generally would be subject to ordinary income tax rates,
imputed interest charges and other disadvantageous tax treatment (including the denial of the taxation of such dividends at the lower
rates applicable to long-term capital gains, as discussed above under “—Distributions”) with respect to any gain from
the sale, exchange or other disposition of, and certain distributions with respect to, your ordinary shares. A U.S. Holder should consult
his, her or its own tax advisor with respect to the potential application of the PFIC rules in his, her or its particular circumstances.
Under the PFIC rules,
unless a U.S. Holder makes one of the elections described in the next paragraphs, a special tax regime will apply to both (a) any “excess
distribution” by us (generally, the U.S. Holder’s ratable portion of distributions in any year which are greater than 125%
of the average annual distribution received by such U.S. Holder in the shorter of the three preceding years or the U.S. Holder’s
holding period) and (b) any gain realized on the sale or other disposition of the ordinary shares. Under this regime, any excess distribution
and realized gain will be treated as ordinary income and will be subject to tax as if (a) the excess distribution or gain had been realized
ratably over the U.S. Holder’s holding period, (b) the amount deemed realized had been subject to tax in each year of that holding
period, and (c) the interest charge generally applicable to underpayments of tax had been imposed on the taxes deemed to have been payable
in those years. In addition, dividend distributions made to you will not qualify for the lower rates of taxation applicable to long term
capital gains discussed above under “Distributions.”
Certain elections are
available to U.S. Holders of shares that may serve to alleviate some of the adverse tax consequences of PFIC status. If we agreed to provide
the necessary information, you could avoid the interest charge imposed by the PFIC rules by making a qualified electing fund, or a QEF
election, which election may be made retroactively under certain circumstances, in which case you generally would be required to include
in income on a current basis your pro rata share of our ordinary earnings as ordinary income and your pro rata share of our net capital
gains as long-term capital gain. We do not expect to provide to U.S. Holders the information needed to report income and gain pursuant
to a QEF election, and we make no undertaking to provide such information in the event that we are a PFIC.
Under an alternative
tax regime, you may also avoid certain adverse tax consequences relating to PFIC status discussed above by making a mark-to-market election
with respect to our ordinary shares annually, provided that the shares are “marketable.” Shares will be marketable if they
are regularly traded on certain U.S. stock exchanges (including Nasdaq) or on certain non-U.S. stock exchanges. For these purposes, the
shares will generally be considered regularly traded during any calendar year during which they are traded, other than in negligible quantities,
on at least fifteen days during each calendar quarter.
86
If you choose to make
a mark-to-market election, you would recognize as ordinary income or loss each year an amount equal to the difference as of the close
of the taxable year between the fair market value of the PFIC shares and your adjusted tax basis in the PFIC shares. Losses would be allowed
only to the extent of net mark-to-market gain previously included by you under the election for prior taxable years. If the mark-to-market
election were made, then the PFIC rules set forth above relating to excess distributions and realized gains would not apply for periods
covered by the election. If you make a mark-to-market election after the beginning of your holding period of our ordinary shares, you
would be subject to interest charges with respect to the inclusion of ordinary income attributable to the period before the effective
date of such election.
We may invest in stock
of non-U.S. corporations that are PFICs, or if we are a PFIC, U.S. Holders will be deemed to own their proportionate share of our PFIC
subsidiaries. In such a case, provided that we are classified as a PFIC, a U.S. Holder would be treated as owning its pro rata share of
the stock of the PFIC owned by us. Such a U.S. Holder would be subject to the rules generally applicable to shareholders of PFICs discussed
above with respect to distributions received by us from such a PFIC and dispositions by us of the stock of such a PFIC (even though the
U.S. Holder may not have received the proceeds of such distribution or disposition). Assuming we receive the necessary information from
the PFIC in which we own stock, certain U.S. Holders may make the QEF election discussed above with respect to the stock of the PFIC owned
by us, with the consequences discussed above. However, no assurance can be given that we will be able to provide U.S. Holders with such
information. A. U.S. Holder generally would not be able to make the mark-to-market election described above with respect to the stock
of any PFIC owned by us.
If we were a PFIC, a
holder of ordinary shares that is a U.S. Holder must file United States Internal Revenue Service Form 8621 for each tax year in which
the U.S. Holder owns the ordinary shares.
You
should consult your own tax advisor regarding our potential status as a PFIC and the tax consequences and filing requirements that would
arise if we were treated as a PFIC.
Foreign
Asset Reporting
Certain U.S. Holders
who are individuals (and certain specified entities) are required to report information relating to an interest in ordinary shares, subject
to certain exceptions (including an exception for securities held in certain accounts maintained by financial institutions). U.S. Holders
are encouraged to consult their own tax advisers regarding the effect of this reporting requirement on their ownership and disposition
of ordinary shares.
Backup
Withholding Tax and Information Reporting Requirements
United States backup
withholding tax and information reporting requirements generally apply to certain payments to certain non-corporate U.S. Holders of shares.
Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, ordinary shares
made within the United States, or by a United States payor or United States middleman, to a U.S. Holder of ordinary shares, other than
an exempt recipient (including a corporation, a payee that is not a United States person that provides an appropriate certification and
certain other persons). A payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds
from the sale or redemption of, ordinary shares within the United States, or by a United States payor or United States middleman, to a
U.S. Holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails
to comply with, or establish an exemption from, such backup withholding tax requirements.
Any amounts withheld
under the backup withholding rules will be allowed as a refund or credit against the beneficial owner’s United States federal income
tax liability, if any, provided that the required information is furnished to the IRS.
The
above description is not intended to constitute a complete analysis of all tax consequences relating to ownership and disposition of our
ordinary shares. You should consult your tax advisor concerning the tax consequences of your particular situation.
87
|
F. |
Dividends and Paying
Agents |
Not applicable.
|
G. |
Statement by Experts
|
Not applicable.
|
H. |
Documents on Display
|
We are currently subject
to the information and periodic reporting requirements of the Exchange Act, and file periodic reports and other information with the SEC
through its electronic data gathering, analysis and retrieval (EDGAR) system. The SEC maintains a website at http:/www.sec.gov containing
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our securities
filings, including this annual report and the exhibits thereto, are available on the SEC’s website, the TASE’s website at
http://maya.tase.co.il and the Israeli Securities Authority’s website at http://www.magna.isa.gov.il. As permitted under Nasdaq
Rule 5250(d)(1)(C), we will also post our annual reports filed with the SEC on our website at http://www.allot.com. The information contained
on our website is not part of this or any other report filed with or furnished to the SEC. We will furnish hard copies of such reports
to our shareholders upon written request free of charge. The information contained on our website is not part of this or any other report
filed with or furnished to the SEC.
As a foreign private
issuer, we are exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements, and our officers,
directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16
of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the
SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. However, we are required
to file with the SEC, within 120 days after the end of each subsequent fiscal year, an annual report on Form 20-F containing financial
statements which will be examined and reported on, with an opinion expressed, by an independent public accounting firm. We also furnish
to the SEC reports on Form 6-K containing quarterly unaudited financial information.
|
I. |
Subsidiary Information
|
Not applicable.
ITEM
11: Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a variety of market risks,
including foreign currency exchange fluctuations, changes in interest rates and inflation. We regularly assess currency, interest rate
and inflation risks to minimize any adverse effects on our business as a result of those factors.
Risk of Interest Rate
Fluctuation
The primary objectives of our investment
activities are to preserve principal, support liquidity requirements, and maximize income without significantly increasing risk. Our investments
are subject to market risk due to changes in interest rates, which may affect our interest income and fair market value of our investments.
To minimize this risk, we maintain our portfolio
of cash, cash equivalents and short and long-term investments in a variety of securities, including U.S. government and agency securities,
and corporate debt securities. We do not have any long-term borrowings. We have a significant amount of cash that is currently invested
primarily in interest bearing investment such as bank time deposits, money market funds and available for sale marketable securities.
These investments expose us to risks related to changes in interest rates. If interest rates further decline, our results of operations
may be adversely affected due to lower interest income from these investments. We do not believe that a 10% increase or decrease in interest
rates would have a material impact on our operating results, cash flows or the fair value of our portfolio. The primary objective of our
investment activities is to preserve principal while maximizing the income that we receive from our investments without significantly
increasing risk and loss. Our investments are exposed to market risk due to fluctuation in interest rates, which may affect our interest
income and the fair market value of our investments. We manage this exposure by performing ongoing evaluations of our investments. Due
to the short- and medium-term maturities nature of our investments to date, their carrying value approximates the fair value. We generally
hold investments to maturity in order to limit our exposure to interest rate fluctuations.
88
Foreign Currency Exchange
Risk
Our foreign currency exposures give rise
to market risk associated with exchange rate movements of the U.S. dollar, our functional and reporting currency, mainly against the ILS.
In 2021, we derived substantial part of our revenues in U.S. dollars and also a substantial portion in Euros and other currencies. Although
a substantial part of our expenses were denominated in U.S. dollars, a significant portion of our expenses were denominated in ILS and
to a lesser extent in Euros and other currencies. Our ILS-denominated expenses consist principally of salaries and related personnel expenses.
We monitor foreign currency exposure and, from time to time, may use various instruments to preserve the value of sales transactions and
commitments; however, this cannot assure our protection against risks of currency fluctuations. Any strengthening or weakening in the
value of the ILS against the U.S. dollar is being partially mitigated using hedging transactions and therefore, though we cannot provide
any assurance that such transaction will fully mitigate the effect on our net income, it is not likely that such effect will be material
in the upcoming year.
In the event of a 10% hypothetical strengthening
or weakening in the value of the Euro against the U.S. dollar, we may be able to mitigate the effect of such currency exchange fluctuation
by adapting our pricing. However, in the event that market conditions will limit our ability to adjust our pricing, we might not be able
to fully mitigate the adverse effect of such currency fluctuation. We estimate that in such event, the impact on our net income in 2021
is not likely to exceed $2 million. For more information regarding foreign currency related risks, see “ITEM 3: Key Information—Risk
Factors—Our international operations expose us to the risk of fluctuations in currency exchange rates.”
We use currency derivatives contracts primarily
to hedge payments in ILS, EUR CNY, JPY and CAD against USD. These transactions constitute a future cash flow hedge. As of December 31,
2021, we had outstanding derivatives contracts in the amount of $36 million, net. These transactions were for a period of up to twelve
months. As of December 31, 2021, the fair value of the above-mentioned foreign currency derivative contracts was $1 million.
ITEM
12: Description of Securities Other Than Equity Securities
Not applicable.
PART
II
ITEM
13: Defaults, Dividend Arrearages and Delinquencies
None.
ITEM
14: Material Modifications to the Rights of Security Holders and Use of Proceeds
|
A. |
Material Modifications
to the Rights of Security Holders |
None.
|
B. |
Use of Proceeds
|
Not applicable.
ITEM
15: Controls and Procedures
|
(a) |
Disclosure Controls and Procedures. As of
the end of the period covered by this report, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) as of December 31, 2021. Based upon, and as of the date of, such evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that, as of December 31, 2021, our disclosures controls and procedures were effective such that the information required
to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. |
89
|
(b) |
Management’s Annual Report on Internal
Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our 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
in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and
procedures that: |
| • |
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets; |
| • |
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and directors; and |
| • |
provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Our management assessed
the effectiveness of our internal control over financial reporting as of December 31, 2021.
In making this assessment,
our management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Our management has concluded, based on its assessment, that our internal control over
financial reporting was effective as of December 31, 2021 to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external reporting purposes in accordance with generally accepted accounting
principles.
|
(c) |
Attestation Report of the Registered Independent
Public Accounting Firm. Our independent auditors, Kost Forer Gabbay Kasierer, a member of Ernst Young Global, have audited
the consolidated financial statements included in this annual report on Form 20-F, and as part of its audit, have issued an unqualified
audit report on the effectiveness of our internal control over financial reporting as of December 31, 2021. The report is included in
pages F-2 and F-3 of this annual report on Form 20-F and is incorporated herein by reference. |
|
(d) |
Changes in Internal Control over Financial
Reporting. During the period covered by this report, no changes in our internal control over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) have occurred that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting. |
ITEM
16: Reserved
ITEM
16A: Audit Committee Financial Expert
The board of directors has determined that
Ms. Efrat Makov is an “audit committee financial expert” as defined under the U.S. federal securities laws and is independent
under the rules of Nasdaq. The board of directors has also determined that Ms. Makov is independent, as such term is defined by Nasdaq
Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act.
90
ITEM
16B: Code of Ethics
We have adopted a code of ethics applicable
to our Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller and persons performing similar functions.
This code has been posted on our website, www.allot.com. Information contained on, or that can be accessed through, our website does not
constitute a part of this annual report and is not incorporated by reference herein. Waivers of our code of ethics may only be granted
by the board of directors. Under Item 16B of Form 20-F, if a waiver or amendment of the code of ethics applies to the persons specified
in Item 16B(a) of the Form 20-F and relates to standards promoting any of the values described in Item 16B(b) of Form 20-F, we will disclose
such waiver or amendment (i) on our website within five business days following the date of amendment or waiver in accordance with the
requirements of Instruction 4 to such Item 16B or (ii) through the filing of a Form 6-K. We granted no waivers under our code of ethics
in 2021.
ITEM
16C: Principal Accountant Fees and Services
Fees paid to the Auditors
The following table sets forth, for each
of the years indicated, the fees expensed by our independent registered public accounting firm.
|
Year ended December, 31,
|
||||||||
|
2020 |
2021 |
|||||||
|
(in thousands of U.S.
dollars) |
||||||||
|
Audit Fees(1) |
$ |
285 |
$ |
416 |
||||
|
Audit-Related Fees(2) |
20 |
- |
||||||
|
Tax Fees(3) |
88 |
39 |
||||||
|
Other |
50 |
|||||||
|
Total |
$ |
393 |
$ |
505 |
||||
|
(1) |
“Audit fees” include fees for
services performed by our independent public accounting firm in connection with our annual audit for 2020 and 2021, certain procedures
regarding our quarterly financial results submitted on Form 6-K and consultation concerning financial accounting and reporting standards.
|
|
(2) |
“Audit-Related fees” relate
to assurance and associated services that are traditionally performed by the independent auditor, including: accounting consultation and
consultation concerning financial accounting, reporting standards and due diligence investigations. |
|
(3) |
“Tax fees” include fees for
professional services rendered by our independent registered public accounting firm for tax compliance, transfer pricing and tax advice
on actual or contemplated transactions. |
Audit Committee’s
Pre-Approval Policies and Procedures
Our audit committee has adopted a pre-approval
policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which
is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually
a catalog of specific audit and non-audit services in the categories of audit service, audit-related service and tax services that may
be performed by our independent accountants.
Our audit committee pre-approved all audit
and non-audit services provided to us and to our subsidiaries during the periods listed above.
ITEM
16D: Exemptions from the Listing Standards for Audit Committees
Not applicable.
91
ITEM
16E: Purchase of Equity Securities by the Company and Affiliated Purchasers
On August 2015, the Board of Directors approved
a program for the Company to repurchase up to $15 million of its outstanding ordinary shares, which program was thereafter approved by
the Israeli court, pursuant to Israeli law on November 26, 2015. Share purchases will take place in open market transactions or in privately
negotiated transactions and may be made from time to time depending on market conditions, share price, trading volume and other factors.
Such purchases will be made in accordance with all applicable securities laws and regulations. The repurchase program does not require
Allot to acquire a specific number of shares, and may be suspended from time to time or discontinued. The court approvals previously granted
were each valid for a period of six months. During 2019, 2020 and 2021 we did not repurchase any outstanding ordinary shares under this
program.
ITEM
16F: Change in Registrant’s Certifying Accountant
None.
ITEM
16G: Corporate Governance
As a foreign private issuer, we are permitted
under Nasdaq Rule 5615(a)(3) to follow Israeli corporate governance practices instead of Nasdaq requirements, provided we disclose which
requirements we are not following and describe the equivalent Israeli requirement. We must also provide Nasdaq with a letter from outside
counsel in our home country, Israel, certifying that our corporate governance practices are not prohibited by Israeli law.
We rely on this “foreign private issuer
exemption” with respect to the following items:
| • |
We follow the requirements of Israeli law with respect to the quorum requirement
for meetings of our shareholders, which are different from the requirements of Rule 5620(c). Under our articles of association, the quorum
required for an ordinary meeting of shareholders consists of at least two shareholders present in person, by proxy or by written ballot,
who hold or represent between them at least 25% of the voting power of our shares, instead of the issued share capital provided by under
Nasdaq requirements. This quorum requirement is based on the default requirement set forth in the Companies Law. |
| • |
We do not seek shareholder approval for equity compensation plans a practice which
complies with the requirements of the Companies Law, but does not reflect the requirements of Rule 5635(c). Under Israeli law, we may
amend our 2016 Plan by the approval of our board of directors, and without shareholder approval as is generally required under Rule 5635(c).
Under Israeli law, the adoption and amendment of equity compensation plans, including changes to the reserved shares, do not require shareholder
approval. |
| • |
We follow Section 274 of the Companies Law, which does not require shareholder approval
for (i) certain private issuance of securities that may result in a change of control, which does not reflect the requirements of Rule
5635(b), and (ii) certain private issuances of securities representing more than 20% of our outstanding shares or voting power at below
market prices, which does not reflect the requirements of Rule 5635(d). |
We are subject to additional Israeli corporate
governance requirements applicable to companies incorporated in Israel whose securities are listed for trading on a stock exchange outside
of Israel.
We may in the future provide Nasdaq with
an additional letter or letters notifying Nasdaq that we are following our home country practices, consistent with the Companies Law and
practices, in lieu of other requirements of Rule 5600.
ITEM
16H: Mine Safety Disclosure
Not applicable.
ITEM
16I: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
92
PART
III
ITEM
17: Financial Statements
Not applicable.
ITEM
18: Financial Statements
See Financial Statements included at the
end of this report.
ITEM
19: Exhibits
See exhibit index incorporated herein by
reference.
93
SIGNATURES
The registrant certifies that it meets all
of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
Allot Ltd |
|||
|
|
|||
|
By: |
/s/ Erez Antebi |
||
|
Erez Antebi |
|||
|
Chief Executive Officer
and President |
|||
|
|
|||
Dated: March 22, 2022
94
ANNUAL REPORT ON FORM
20-F
INDEX OF EXHIBITS
95
ALLOT LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2021
U.S. DOLLARS IN THOUSANDS
ALLOT LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2021
U.S. DOLLARS IN THOUSANDS
INDEX
|
Page
|
|
|
Reports of Independent Registered Public Accounting Firm (PCAOB ID No.
|
F - 2 - F - 4
|
|
F - 5 - F - 6
|
|
|
F - 7
|
|
|
F - 8
|
|
|
F - 9 – F - 10
|
|
|
F - 11 - F - 45
|
 |
Kost Forer Gabbay & Kasierer
144 Menahem Begin Road, Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
To the Shareholders and Board of Directors of
ALLOT LTD.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Allot LTD. (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of comprehensive loss, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2021 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 22, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
F - 2
|
|
Kost Forer Gabbay & Kasierer
144 Menahem Begin Road, Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current-period audit of the 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 financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of 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 opinion on the critical audit matter or on the accounts or disclosures to which it relates.
|
|
|
Revenue Recognition
|
|
Description
of the Matter
|
|
As described in Note 2.M to the consolidated financial statements, the Company derives revenues from sales of products, related maintenance and support services and professional services. The Company’s contracts with customers often contain multiple performance obligations which are accounted for separately when they are distinct. The Company allocates the transaction price to the distinct performance obligations on a relative standalone selling price basis and recognizes revenue when control is transferred. Product revenues are recognized at the point in time when the product has been delivered. The Company recognizes revenues from maintenance and support services ratably over the term of the applicable maintenance and support agreement. Revenues from professional services are recognized, when the services are provided or once the service term has expired.
Auditing the Company’s revenue recognition was complex due to the subjectivity of the assumptions that were used in developing the stand alone selling price of distinct performance obligations.
|
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated design and tested the operating effectiveness of internal controls related to the determination of the stand-alone selling prices.
To test management’s determination of stand-alone selling price for each performance obligation, we performed procedures to evaluate the methodology applied, including reading sample of executed contracts to understand and evaluate management’s identification of significant terms, tested the accuracy of the underlying data and calculations and the application of that methodology to the sampled contracts. We also tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.
We used analytical tools in order to analyze, investigate and validate a full correlation between revenues, trade receivables and cash.
Finally, we assessed the appropriateness of the related disclosures in the consolidated financial statements.
|
KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
We have served as the Company‘s auditor since 2006.
Tel-Aviv, Israel
March 22, 2022
F - 3
|
|
Kost Forer Gabbay & Kasierer
144 Menahem Begin Road, Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
ALLOT LTD.
Opinion on Internal Control over Financial Reporting
We have audited Allot LTD. internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the "COSO Criteria"). In our opinion, Allot LTD. (The Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of comprehensive loss, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated March 22, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible 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 Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures, as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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.
A Member of Ernst & Young Global
March 22, 2022
| F - 4 |
U.S. dollars in thousands
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
ASSETS
|
||||||||
|
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Restricted deposits
|
|
|
||||||
|
Short-term bank deposits
|
|
|
||||||
|
Available-for-sale marketable securities
|
|
|
||||||
|
Trade receivables, net (net of allowance for credit losses of $
|
|
|
||||||
|
Other receivables and prepaid expenses
|
|
|
||||||
|
Inventories
|
|
|
||||||
|
|
||||||||
|
Total current assets
|
|
|
||||||
|
|
||||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Long-term bank deposits
|
|
|
||||||
|
Severance pay fund
|
|
|
||||||
|
Operating lease right-of-use assets
|
|
|
||||||
| Trade receivables, net |
|
|||||||
|
Deferred taxes
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Property and equipment, net
|
|
|
||||||
|
Intangible assets, net
|
|
|
||||||
|
Goodwill
|
|
|
||||||
|
|
||||||||
|
Total non- current assets
|
|
|
||||||
|
|
||||||||
|
Total assets
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 5 |
ALLOT LTD.
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
|
December 31,
|
||||||||
|
|
2021
|
|
2020
|
|
||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
|
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Trade payables
|
$
|
|
$
|
|
||||
|
Employees and payroll accruals
|
|
|
||||||
|
Deferred revenues
|
|
|
||||||
|
Short-term operating lease liabilities
|
|
|
||||||
|
Other payables and accrued expenses
|
|
|
||||||
|
|
||||||||
|
Total current liabilities
|
|
|
||||||
|
|
||||||||
|
LONG-TERM LIABILITIES:
|
||||||||
|
Deferred revenues
|
|
|
||||||
|
Long-term operating lease liabilities
|
|
|
||||||
|
Accrued severance pay
|
|
|
||||||
|
|
||||||||
|
Total long-term liabilities
|
|
|
||||||
|
|
||||||||
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
||||||||
|
|
||||||||
|
SHAREHOLDERS' EQUITY:
|
||||||||
|
Share capital -
|
||||||||
|
Ordinary shares of NIS
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Treasury share at cost -
|
(
|
)
|
(
|
)
|
||||
|
Accumulated other comprehensive income
|
|
|
|
|||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
|
|
||||||||
|
Total shareholders' equity
|
|
|
||||||
|
|
||||||||
|
Total liabilities and shareholders' equity
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 6 |
ALLOT LTD.
U.S. dollars in thousands, except share and per share data
|
Year ended December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Revenues:
|
||||||||||||
|
Products
|
$
|
|
$
|
|
$
|
|
||||||
|
Services
|
|
|
|
|||||||||
|
Total revenues
|
|
|
|
|||||||||
|
|
||||||||||||
|
Cost of revenues:
|
||||||||||||
|
Products
|
|
|
|
|||||||||
|
Services
|
|
|
|
|||||||||
|
|
||||||||||||
|
Total cost of revenues
|
|
|
|
|||||||||
|
|
||||||||||||
|
Gross profit
|
|
|
|
|||||||||
|
|
||||||||||||
|
Operating expenses:
|
||||||||||||
|
Research and development (net of grant participations of $
|
|
|
|
|||||||||
|
Sales and marketing
|
|
|
|
|||||||||
|
General and administrative
|
|
|
|
|||||||||
|
|
||||||||||||
|
Total operating expenses
|
|
|
|
|||||||||
|
|
||||||||||||
|
Operating loss
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Financial income, net
|
|
|
|
|||||||||
|
|
||||||||||||
|
Loss before income tax expense
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Income tax expense
|
|
|
|
|||||||||
|
|
||||||||||||
|
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
|
||||||||||||
|
Unrealized gain (loss) on available-for-sale marketable securities
|
(
|
) |
|
|
|
|||||||
|
Net amount reclassified to earnings from available-for-sale marketable securities
|
(
|
)
|
(
|
) |
|
|
||||||
|
Total comprehensive gain (loss) from available-for-sale marketable securities
|
(
|
) |
|
|
|
|||||||
|
Unrealized gain (loss) on foreign currency cash flow hedges transactions
|
|
|
|
(
|
)
|
|||||||
|
Net amount reclassified to earnings from hedging transactions
|
(
|
)
|
(
|
)
|
(
|
) | ||||||
|
Total comprehensive gain (loss) from hedge transactions
|
|
|
|
(
|
)
|
|||||||
|
|
||||||||||||
|
Total comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
|
||||||||||||
|
Net loss per share:
|
||||||||||||
|
Basic and diluted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
|
||||||||||||
|
Weighted average number of shares used in per share computations of net loss:
|
||||||||||||
|
Basic and diluted
|
|
|
|
|||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 7 |
ALLOT LTD.
U.S. dollars in thousands, except share data
|
Ordinary shares
|
Additional paid-in capital
|
Treasury
share
|
Accumulated
other comprehensive income (loss) |
Accumulated
deficit |
Total
shareholders' equity |
|||||||||||||||||||||||
|
Outstanding shares
|
Amount
|
|||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance as of January 1, 2019
|
|
|
|
(
|
)
|
(
|
) |
(
|
)
|
|
||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Exercise of share options and restricted share units
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive loss
|
-
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Net loss
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance as of December 31, 2019
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Exercise of share options and restricted share units
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net loss
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance as of December 31, 2020
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Exercise of share options and restricted share units
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Share-based compensation
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net loss
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance as of December 31, 2021
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 8 |
ALLOT LTD.
U.S. dollars in thousands
|
Year ended December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net loss
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
|||
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||||||
|
Depreciation and amortization
|
||||||||||||
|
Share-based compensation
|
|
|
|
|||||||||
|
Capital loss
|
||||||||||||
|
Increase (decrease) in accrued severance pay, net
|
( |
)
|
( |
)
|
||||||||
|
Decrease (increase) in other assets
|
( |
)
|
( |
)
|
||||||||
|
Decrease in accrued interest and amortization of premium on available-for sale marketable securities
|
||||||||||||
|
Decrease (increase) in operating lease right-of-use asset
|
( |
)
|
( |
)
|
||||||||
|
Increase (decrease) in operating leases liability
|
( |
)
|
||||||||||
|
Decrease (increase) in trade receivables
|
( |
)
|
( |
)
|
||||||||
|
Decrease (increase) in other receivables and prepaid expenses
|
|
(
|
)
|
(
|
)
|
|||||||
|
Decrease (increase) in inventories
|
|
(
|
)
|
(
|
)
|
|||||||
|
Decrease (increase) in long-term deferred taxes, net
|
( |
)
|
||||||||||
|
Increase (decrease) in trade payables
|
( |
)
|
||||||||||
|
Increase in employees and payroll accruals
|
|
|
|
|||||||||
|
Increase (decrease) in deferred revenues
|
( |
)
|
||||||||||
|
Increase (decrease) in other payables and accrued expenses
|
( |
)
|
( |
)
|
||||||||
|
Net cash provided by (used in) operating activities
|
( |
)
|
( |
)
|
||||||||
|
Cash flows from investing activities:
|
||||||||||||
|
Decrease (increase) in restricted deposits
|
( |
)
|
( |
)
|
||||||||
|
Redemption of (Investment in) short-term deposits
|
( |
)
|
( |
)
|
||||||||
|
Purchase of property and equipment
|
( |
)
|
( |
)
|
( |
)
|
||||||
|
Investment in available-for sale marketable securities
|
( |
)
|
( |
)
|
||||||||
|
Proceeds from sales and maturity of available-for sale marketable securities
|
||||||||||||
|
Net cash provided by (used in) investing activities
|
( |
)
|
( |
)
|
||||||||
| F - 9 |
ALLOT LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended
December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Proceeds from exercise of share options
|
|
|
|
|||||||||
|
Net cash provided by financing activities
|
||||||||||||
|
Increase (decrease) in cash and cash equivalents
|
( |
)
|
||||||||||
|
Cash and cash equivalents at the beginning of the year
|
||||||||||||
|
Cash and cash equivalents at the end of the year
|
$
|
$
|
$
|
|||||||||
|
Supplementary cash flow information:
|
||||||||||||
|
Cash paid during the year for:
|
||||||||||||
|
Taxes
|
$
|
$
|
$
|
|||||||||
|
Non-cash activity:
|
||||||||||||
|
Right-of-use assets obtained in the exchange for operating lease liabilities
|
$
|
$
|
$
|
|||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F - 10 |
ALLOT LTD.
U.S. dollars in thousands, except share and per share data
| NOTE 1: - |
GENERAL
|
| a. |
Allot Ltd. (the "Company") was incorporated in November 1996 under the laws of the State of Israel. The Company is engaged in developing, selling and marketing of leading innovative network intelligence (“Allot Smart”) and security solutions (“Allot Secure”) for mobile and fixed service providers as well as enterprises worldwide. Our solutions are deployed globally for network and application analytics, traffic control and shaping, network-based security including mobile security, distributed denial of service (DDoS) protection, IoT security, and more. Allot Smart generates insightful intelligence that allows CSPs to analyze every packet of network, user, application and security data, CSPs can see, control and secure their networks, optimizing performance, minimizing costs and maximizing end-user QoE. Allot Secure provide security service for the mass market and SMB at home, at work and on the go for mobile, fixed and 5G converged networks. Allot Secure enables customers to detect security breaches and protect networks and network users from attacks.
|
The Company's Ordinary Shares are listed in the NASDAQ Global Select Market under the symbol "ALLT" from its initial public offering in November 2006. Since November 2010, the Company's Ordinary Shares have been listed for trading in the Tel Aviv Stock Exchange as well.
The Company holds twelve wholly-owned subsidiaries (the Company together with it's subsidiaries shall collectively be referred to as "Allot"): Allot Communications, Inc. in Burlington, Massachusetts, United-States (the "U.S. subsidiary"), which was incorporated in 1997 under the laws of the State of California, Allot Communication Europe SARL in Sophia, France (the "European subsidiary"), which was incorporated in 1998 under the laws of France, Allot Communications Japan K.K. in Tokyo, Japan (the "Japanese subsidiary"), which was incorporated in 2004 under the laws of Japan, Allot Communication (UK) Limited (the "UK subsidiary"), which was incorporated in 2006 under the laws of England and Wales, Allot Communications (Asia Pacific) Pte. Ltd. ("the Singaporean subsidiary"), which was incorporated in 2006 under the laws of Singapore, Allot India Private Limited. (the "Indian subsidiary”), which was incorporated in 2012 under the laws of India and commenced its activity in 2013, Allot Communications Africa (PTY) Ltd. (the "African subsidiary”), which was incorporated in 2013 under the laws of South Africa, Allot Communications Spain, S.L. Sociedad Unipersonal (the "Spanish subsidiary”), which was incorporated in 2015 under the laws of Spain, Allot Communications (Colombia) S.A.S (the "Colombian subsidiary”), which was incorporated in 2015 under the laws of Colombia and Allot MexSub (the "Mexican subsidiary"), which was incorporated in 2015 under the laws of Mexico, Allot Turkey Komunikasion Hizmeleri limited (the “Turkish subsidiary”), which was incorporated in 2018 under laws of Turkey, Allot Australia (PTY) LTD (the “Australian subsidiary”), which was incorporated in 2018 under the laws of Australia.
F - 11
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 1: - |
GENERAL (Cont.)
|
The French, Singaporean, Indian, Colombian and U.S, subsidiaries are engaged in sales and marketing, technical support services and other services of the Company's products. The European (excluding Spanish), Japanese, UK, African, Turkish and Australian subsidiaries are engaged in sales and marketing and other services.
The Spanish and Mexican subsidiaries commenced operations in 2015 and are engaged in the marketing, technical support and development activities of one of the Company's product lines.
| b. |
Acquisition:
|
On January 14, 2018 (the "Netonomy acquisition date"), the Company entered into a purchase agreement with the shareholders of Netonomy LTD ("Netonomy"), a developer of software-based cybersecurity solutions for the connected home.
The total consideration for the acquisition was $3,765 , which consisted of $3,180 paid in cash, holdback amount summing to $303 and additional contingent consideration at a fair value of $282 at the Netonomy acquisition date. As of December 31, 2021, the contingent consideration is estimated at a fair value of $834 , The change in fair value of the contingent consideration was recorded to operating expenses.
According to the agreement, the holdback amount (“Holdback Amount”) summing to $1,100 would be held to partially satisfy any claims for indemnification. Such amount shall be paid in three installments consisting each one 40%, 40% and 20% of the Holdback amount following the first, second and 30-months anniversaries of the Closing Date , respectively. Notwithstanding the aforementioned, a sum of $797 out of the Holdback amount shall be paid provided that certain employees keep working in the Company during the here mentioned periods (“the Restricted Holdback Amount”). As of December 31, 2021 the Company has no Holdback liability.
In this agreement, the contingent consideration was payable over a two-and-a-half-year term, starting April 1, 2018 and ended September 30, 2020 ("Contingent Consideration Period") depending on the Company’s revenues from Netonomy’s technology, and has payments cap of $1,100 . A maximum sum of $797 out of the contingent consideration amount shall be paid provided that certain employees keep working in the Company during the mentioned period. The obligations in respect of the holdback amount and the contingent consideration are presented under other payables and accrued expenses.
As of December 31, 2021, the Contingent Consideration Period ended however, the Contingent Consideration was not settled yet. See Note 11c.
F - 12
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 1: - |
GENERAL (Cont.)
|
The acquisition was accounted for using the purchase method of accounting in accordance with ASC No. 805, “Business Combinations” ("ASC No. 805"). Accordingly, the purchase price was allocated according to the estimated fair values of the assets acquired and liabilities assumed and the excess of the purchase price over the net tangible and identified intangible assets was assigned to goodwill. The fair value of intangible assets was determined by management with the assistance of a third-party valuation.
On July 2018, the merger of Netonomy with the Company was approved by the Israeli tax authorities with Allot as the receiving company and Netonomy as the transferring company and March 31, 2018 as the Merger Date.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
|
Fair value
|
||||
|
Non-current assets
|
$
|
|||
|
Account Payable
|
( |
)
|
||
|
Other Payables
|
( |
)
|
||
|
IPR&D
|
||||
|
Goodwill
|
||||
|
Net assets acquired
|
$
|
|||
The acquired assets are net of cash balance of $132 .
IPR&D is related to new technology that is still under development. Netonomy’s solution provides a simple, reliable and secure network for connected homes through a minimal footprint agent installed on the home router, which provides visibility into the network and blocks external and internal attacks. Acquisition costs in a total amount of $49 were recorded to operating expenses. The Company started to depreciate the IPR&D asset from Q3 2019 as the R&D phase was completed and the related product was ready to be sold.
Unaudited pro forma condensed results of operations:
Pro forma results of operations related to this acquisition have not been prepared because they are not material to the Company’s consolidated Statements of Comprehensive Loss.
F - 13
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES
|
The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").
| a. |
Use of estimates: |
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
| b. |
Financial statements in U.S. dollars: |
The majority operation of the Company and its subsidiaries are generated in U.S. dollars ("dollar") or linked to the dollar. The Company's management believes that the dollar is the currency of the primary economic environment in which the Company and its subsidiaries operate. Thus, the functional and reporting currency of the Company and its subsidiaries is the dollar.
Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into U.S. dollars in accordance with Accounting Standards Codification No. 830, "Foreign Currency Matters" ("ASC No. 830"). All transactions gains and losses from the remeasurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate.
| c. |
Principles of consolidation: |
The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.
| d. |
Cash and cash equivalents: |
The Company considers all unrestricted highly liquid investments which are readily convertible into cash, with a maturity of three months or less at the date of acquisition, to be cash equivalents.
| e. |
Restricted deposits: |
The restricted deposits are held in favor of financial institutions in respect of fulfillment of operating obligations.
F - 14
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| f. |
Short-term bank deposits:
|
Short-term bank deposits are deposits with maturities of more than three months but less than one year at the balance sheet date. The deposits are in dollars and bear interest at an annual weighted average rate of 0.71 % and 0.85 % on December 31, 2021 and 2020, respectively. In connection with the Company's hedging transactions, the Company is required to maintain compensating deposits balances in the bank. Out of the short-term bank deposits, a total of $5,000 and $2,500 is due to the hedging transactions as of December 31, 2021 and 2020.
| g. |
Trade Receivable and Allowances: |
Trade receivables are recorded and carried at the original invoiced amount which was recognized as revenues less an allowance for any potential uncollectible amounts. The Company makes estimates of expected credit losses for the allowance for credit losses and allowance for unbilled receivables based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance is recorded as general and administrative expenses on the Company’s consolidated statements of income (loss).
The following table displays a rollforward of the total allowance for credit losses for the years ended December 31, 2021, 2020, and 2019.
|
2021
|
2020
|
2019
|
||||||||||
|
Total allowance for credit losses – January 1
|
||||||||||||
|
Current-period provision for expected credit losses
|
||||||||||||
|
Write-offs
|
( |
)
|
( |
)
|
( |
)
|
||||||
|
Recoveries collected
|
( |
)
|
( |
)
|
( |
)
|
||||||
|
Total allowance for credit losses – December 31
|
||||||||||||
| h. |
Marketable securities: |
Marketable securities consist mainly of corporate bonds. The Company determines the appropriate classification of marketable securities at the time of purchase and re-evaluates such designation at each balance sheet date. In accordance with FASB ASC No. 320 “Investments- Debt and Equity Securities,” the Company classifies marketable securities as available-for-sale. Available-for-sale securities are stated at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, net of taxes. Realized gains and losses on sales of marketable securities, as determined on a specific identification basis, are included in financial income, net. The amortized cost of marketable securities is adjusted for amortization of premium and accretion of discount to maturity, both of which, together with interest, are included in financial income, net. The Company has classified all marketable securities as short-term, even though the stated maturity date may be one year or more beyond the current balance sheet date, because it is probable that the Company will sell these securities prior to maturity to meet liquidity needs or as part of risk versus reward objectives.
F - 15
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Starting on January 1, 2020, as a result of the adoption of ASC 326, available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Expected credit losses on available-for-sale debt securities are recognized in interest and other income (expense), net, on the Company’s consolidated statements of income (loss), and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in Shareholder's equity. As of December 31,2021 and 2020, no credit loss impairment was recorded regarding the available for sale marketable securities. There was no other-than-temporary-impairment charge for any unrealized losses in 2019.
| i. |
Inventories: |
Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising primarily from end of life products and from slow-moving items, technological obsolescence, and excess inventory. Inventory write-offs during the years ended December 31, 2021, 2020 and 2019 amounted to $ 4,593 , $ 1,928 and $ 629 , respectively, and were recorded in cost of revenues.
Provision for slow moving inventory as of December 31, 2021 and 2020 amounted to $ 9,103 and $ 4,624 , respectively.
Inventory cost is determined using the weighted average cost method.
| j. |
Property and equipment, net: |
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates:
|
%
|
|
|
Lab equipment
|
|
|
Computers and peripheral equipment
|
|
|
Office furniture
|
|
|
SECaaS equipment*
|
|
|
Leasehold improvements
|
|
*SECaaS equipment – the equipment used for SECaaS revenues
F - 16
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| k. |
Goodwill:
|
Goodwill represents the excess of the purchase price over the fair value of net assets of purchased businesses. Under Accounting Standards Codification No. 350, "Intangibles-Goodwill and Other" ("ASC No. 350"), goodwill is not amortized, but rather subject to an annual impairment test, or more often if there are indicators of impairment present. In accordance with ASC No. 350 the Company performs an annual impairment test at December 31 each year.
ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If the Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, the Company recognizes an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB Accounting Standards Update ("ASU") No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, which the Company adopted as of January 1, 2020.
The Company operates in one operating segment, and this segment comprises its only reporting unit. The Company has performed an annual impairment analysis as of December 31, 2021 and determined that the carrying value of the reporting unit was lower than the fair value of the reporting unit. Fair value is determined using market value. During the years 2021, 2020 and 2019, no impairment losses were recorded.
| l. |
Impairment of long-lived assets, Right-of-use assets, and intangible assets subject to amortization:
|
Property and equipment, Right-of-use assets, and intangible assets subject to amortization are reviewed for impairment in accordance with ASC No. 360, "Accounting for the Impairment or Disposal of Long-Lived Assets," whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Intangible assets acquired in a business combination are recorded at fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives.
F - 17
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
Some of the acquired intangible assets are amortized over their estimated useful lives in proportion to the economic benefits realized. This accounting policy results in accelerated amortization of such customer relationships as compared to the straight-line method. All other intangible assets are amortized over their estimated useful lives on a straight-line basis.
The Company has performed an annual impairment analysis as of December 31, 2021 and determined that there were no circumstances indicate the asset’s carrying value may not be recoverable. During the years 2021, 2020 and 2019, no impairment losses were recorded.
| m. |
Revenue recognition:
|
The Company generates revenues mainly from selling its products along with related maintenance and support services. At times, these arrangements may also include professional services, such as installation services or training. Some of the Company’s product sales are through resellers, distributors, OEMs and system integrators, all of whom are considered end-users. The Company also generates revenues from services, in which the Company provides network filtering and security services to its customers.
The Company recognizes revenues according to ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), effective on January 1, 2018. The Company recognizes revenue under the core principle that transfer of control to the Company’s customers should be depicted in an amount reflecting the consideration the Company expects to receive. As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation.
Some of the Company's contracts usually include combinations of products and services, that are capable of being distinct and accounted for as separate performance obligations. The products are distinct as the customer can derive the economic benefit of it without any professional services, updates or technical support. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of the total consideration of the contract. For support, the Company determines the standalone selling prices based on the price at which the Company separately sells a renewal support contract on a stand-alone basis. For professional services, the Company determines the standalone selling prices based on the price at which the Company separately sells those services on a stand-alone basis. If the standalone selling price is not observable, the Company estimates the standalone selling price by taking into account available information such as geographic or regional specific factors, internal costs, profit objectives, and internally approved pricing guidelines related to the performance obligation.
Product revenue is recognized at a point in time when the performance obligation is being satisfied. Maintenance and support related revenues are deferred and recognized on a straight-line basis over the term of the applicable maintenance and support agreement. Professional services are usually recognized at a point in time when the performance obligation is being satisfied.
F - 18
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The Company elected the practical expedient to not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.
In certain contracts, the Company provides the customer with financing for a period exceeding one year. In such circumstances, the Company recognizes revenue based on the amount that reflects the price that would have been paid by the customer in cash on the date of receipt of the goods or services, and the balance is recognized in finance income.
The Company also enters into service contracts, in which the Company provides security as a service (SECaaS) solution to operators, which the Company considers as its customers. The Company's security as a service solution is offered to operators on a Revenue Share business model, where both the Company and the operator share the revenue generated from the operator's subscribers. Most of the Company's security as a service contracts contain a single performance obligation comprised of series of distinct goods and services satisfied over time. The contracts consideration is based on usage by the operator's subscribers. As such, the Company allocates the variable consideration in those contracts to distinct service periods in which the service is provided and recognizes revenue for each distinct service period.
Deferred revenue includes amounts received from customers for which revenue has not yet been recognized. Deferred revenues are classified as short and long-term based on their contractual term and recognized as (or when) the Company performs under the contract.
The portion of the transaction price allocated to remaining performance obligations represents contracts that have not yet been recognized that include deferred revenue and amounts not yet received that will be recognized as revenue in future periods. The aggregate amount of the transaction price allocated to remaining performance obligations that the Company expects to recognize is $89 million of which approximately $53 million is estimated to be recognized before December 31, 2022 and approximately $36 million is estimated to be recognized after December 31, 2022.
The Company pays sales commissions to sales and marketing personnel based on their certain predetermined sales goals. The company evaluates its commission and capitalize only incremental commissions costs which are considered recoverable costs of obtaining a contract with a customer. These capitalized sales commissions costs are amortized over a period of benefit which is typically over the term of the customer contracts as initial commission rates are commensurate with the renewal commission rates. Amortization expenses related to these costs are included in sales and marketing expenses in the consolidated statements of operations. For the year ended December 31, 2021, the amortization of deferred commission was $1,394 . The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is a year or less.
The Company estimated variable consideration related to product returns based on its experience with historical product returns and other known factors. Such provisions amounted to $233 and $290 as of December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, this provision was recorded as part of other payables and accrued expenses.
F - 19
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The Company recognizes term-based license agreements at the point in time when control transfers and the associated maintenance revenues over the contract period.
| n. |
Cost of revenues: |
Cost of revenues consists primarily of costs of materials and the cost of maintenance and services, resulting from costs associated with support, customer success and professional services.
| o. |
Research and development costs: |
Accounting Standards Codification No. 985-20, requires capitalization of certain software development costs subsequent to the establishment of technological feasibility.
Based on the Company's product development process, technological feasibility is established upon the completion of a working model. The Company does not incur material costs between the completion of a working model and the point at which the products are ready for general release. Therefore, research and development costs are charged to the consolidated statement of comprehensive loss as incurred.
| p. |
Severance pay: |
The liability in Israel for substantially all of the Company`s employees in respect of severance pay liability is calculated in accordance with Section 14 of the Severance Pay Law -1963 (herein- "Section 14"). Section 14 states that Company's contributions for severance pay shall be in line of severance compensation and upon release of the policy to the employee, no additional obligations shall be conducted between the parties regarding the matter of severance pay and no additional payments shall be made by the Company to the employee.
Furthermore, the related obligation and amounts deposited on behalf of such obligation under Section 14, are not stated on the balance sheet, because pursuant to the current ruling, they are legally released from the obligation to employees once the deposits have been paid.
There are a limited number of employees in Israel, for whom the Company is liable for severance pay. The Company's liability for severance pay for its Israeli employees was calculated pursuant to Section 14, based on the most recent monthly salary of its Israeli employees multiplied by the number of years of employment as of the balance sheet date for such employees.
F - 20
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The Company's liability was partly provided by monthly deposits with severance pay funds and insurance policies and the remainder by an accrual.
Severance expense for the years ended December 31, 2021, 2020 and 2019, amounted to $2,465 , $3,619 and $2,249 , respectively.
| q. |
Accounting for share-based compensation: |
The Company accounts for share-based compensation in accordance with Accounting Standards Codification No. 718, "Compensation - Stock Compensation" ("ASC No. 718") that requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statement of comprehensive loss. The Company recognizes compensation expenses for the value of its awards based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures.
The Company accounted for changes in award terms as a modification in accordance with ASC 718. A modification to the terms of an award should be treated as an exchange of the original award for a new award with total compensation cost equal to the grant-date fair value of the original award plus the incremental value measured at the same date. Under ASC 718, the calculation of the incremental value is based on the excess of the fair value of the new (modified) award based on current circumstances over the fair value of the original award measured immediately before its terms are modified based on current circumstances.
The Company estimated the forfeiture rate based on historical forfeitures of equity awards and adjusted the rate to reflect changes in facts and circumstances if any.
The following table sets forth the total share-based compensation expense resulting from share options, restricted share units and Phantoms granted to employees included in the consolidated statements of comprehensive loss, for the years ended December 31, 2021, 2020 and 2019:
|
Year ended
December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Cost of revenues
|
$
|
$
|
$
|
|||||||||
|
Research and development
|
||||||||||||
|
Sales and marketing
|
||||||||||||
|
General and administrative
|
||||||||||||
|
Total share-based compensation expense
|
$
|
|
$
|
|
$
|
|
||||||
F - 21
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The Company selected the binomial option pricing model as the most appropriate fair value method for its share options awards with the following assumptions for the years ended December 31, 2018:
|
Year ended December 31,
|
||||
|
2018
|
||||
|
Suboptimal exercise multiple
|
|
|||
|
Risk free interest rate
|
|
|
||
|
Volatility
|
|
|||
|
Dividend yield
|
||||
During 2021, 2020 and 2019 no options were granted by the Company.
The computations of expected volatility and suboptimal exercise multiple is based on the average of the Company's realized historical share price. The computation of the suboptimal exercise multiple and the forfeiture rates are based on the grantee's expected exercise prior and post vesting termination behavior. The interest rate for a period within the contractual life of the award is based on the U.S. Treasury Bills yield curve in effect at the time of grant.
The Company currently has no plans to distribute dividends and intends to retain future earnings to finance the development of its business.
The expected life of the share options represents the weighted-average period the share options are expected to remain outstanding and is a derived output of the binomial model. The expected life of the share options is impacted by all of the underlying assumptions used in the Company's model.
The option pricing model of the of restricted share units ("RSUs") is based on the closing market value of the underlying shares at the date of grant.
The expected annual pre-vesting forfeiture rate affects the number of vested RSUs. Based on the Company's historical experience, the pre-vesting is in the range of 0 30
| r. |
Treasury share: |
In the past, the Company repurchased its Ordinary shares on the open market and holds such shares as treasury share. The Company presents the cost to repurchase treasury share as a reduction of shareholders' equity.
| s. |
Concentration of credit risks: |
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, short-term bank deposits, trade receivables and derivative instruments.
F - 22
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The majority of cash and cash equivalents and short-term deposits of the Company are invested in dollar deposits in major U.S. and Israeli banks. Such investments in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, the cash and cash equivalents and short-term bank deposits may be redeemed upon demand, and therefore, bear minimal risk.
Marketable securities include investments in dollar linked corporate and government bonds. Marketable securities consist of highly liquid debt instruments with high credit standing. The Company’s investment policy, approved by the Board of Directors, limits the amount the Group may invest in any one type of investment or issuer, thereby reducing credit risk concentrations. Management believes that the portfolio is well diversified and, accordingly, minimal credit risk exists with respect to these marketable debt securities.
The Company's trade receivables are derived from sales to customers located in EMEA, as well as in APAC, Latin America and the United States. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its customers and establishes an allowance for credit losses on a specific basis. Allowance for credit losses amounted to $2,398 and $2,309 as of December 31, 2021 and 2020, respectively.
The Company utilizes foreign currency forward contracts to protect against risk of overall changes in exchange rates. The derivative instruments hedge a portion of the Company's non-dollar currency exposure. Counterparties to the Company’s derivative instruments are all major financial institutions and its exposure is limited to the amount of any asset resulting from the forward contracts.
| t. |
Government grants: |
Grants from the Israel Innovation Authority (IIA):
Participation grants from the Israel Innovation Authority (Previously known as the Office of the Chief Scientist) for research and development activity are recognized at the time the Company is entitled to such grants on the basis of the costs incurred and included as a deduction of research and development costs. Research and development non royalty bearing grants recognized amounted to $(42 ), $339 and $378 in 2021, 2020 and 2019, respectively.
Grants from the Spain Tax Authorities:
Participation grants from the Spain Tax Authorities for research and development activity are recognized at the time the Company is entitled to such grants on the basis of the costs incurred and included as a deduction of research and development costs. Research and development non royalty bearing grants recognized amounted to $209 in 2021.
F - 23
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| u. |
Income taxes: |
The Company accounts for income taxes in accordance with Accounting Standards Codification No. 740, "Income Taxes" ("ASC No. 740"). ASC No. 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The deferred tax assets and liabilities are classified to non-current assets and liabilities, respectively.
ASC No. 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company classifies interest related to unrecognized tax benefits in taxes on income.
| v. |
Basic and diluted net income (loss) per share: |
Basic net income (loss) per share is computed based on the weighted average number of Ordinary Shares outstanding during each year. Diluted net income (loss) per share is computed based on the weighted average number of Ordinary Shares outstanding during each year, plus dilutive potential Ordinary Shares considered outstanding during the year, in accordance with FASB ASC 260 "Earnings Per Share".
For the years ended December 31, 2021, 2020 and 2019, all outstanding options and RSUs have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. See Note 16. The amount of those options and RSU’s was: 2,613,894 , 2,897,273 , 3,105,801 respectively.
| w. |
Comprehensive loss: |
The Company accounts for comprehensive loss in accordance with Accounting Standards Codification No. 220, "Comprehensive Income" ("ASC No. 220"). This statement establishes standards for the reporting and display of comprehensive loss and its components in a full set of general purpose financial statements. Comprehensive loss represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to shareholders. The Company determined that its items of other comprehensive loss relate to unrealized gains and losses on hedging derivative instruments and unrealized gains and losses on available-for-sale marketable securities.
F - 24
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The following table shows the components and the effects on net loss of amounts reclassified from accumulated other comprehensive loss as of December 31, 2021:
|
Year ended
December 31, 2021
|
||||||||||||
|
Unrealized gain (losses) on marketable securities
|
Unrealized gains (losses) on cash flow hedges
|
Total
|
||||||||||
|
Balance as of December 31, 2020
|
$
|
$
|
( |
)
|
$
|
|||||||
|
Changes in other comprehensive income (loss) before reclassifications
|
( |
)
|
||||||||||
|
Amounts reclassified from accumulated other comprehensive loss to:
|
||||||||||||
|
Cost of revenues
|
( |
)
|
( |
)
|
||||||||
|
Operating expenses
|
( |
)
|
( |
)
|
||||||||
|
Financial income, net
|
( |
)
|
( |
)
|
||||||||
|
Net current-period other comprehensive income (loss)
|
( |
)
|
||||||||||
|
Balance as of December 31, 2021
|
$
|
$
|
$
|
|||||||||
There was no income tax expense or benefit allocated to other comprehensive income, including reclassification adjustments for the year ended December 31, 2021.
| x. |
Fair value of financial instruments: |
The carrying amounts of short-term bank deposits, trade receivables, other receivables, trade payables and other payables approximate their fair value due to the short-term maturities of such instruments.
The Company measures its cash and cash equivalents, marketable securities, derivative instruments and earn-out considerations at fair value. Fair value is an exit price, representing the amount that would be received if the Company were to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
The Company uses a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
| Level 1 - |
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
| Level 2 - |
Include other inputs that are directly or indirectly observable in the marketplace, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets with insufficient volume or infrequent transactions, or other inputs that are observable (model-derived valuations in which significant inputs are observable), or can be derived principally from or corroborated by observable market data; and
|
| Level 3 - |
Unobservable inputs which are supported by little or no market activity.
|
F - 25
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
The Company categorized each of its fair value measurements in one of those three levels of hierarchy. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The Company measures its marketable securities and foreign currency derivative contracts at fair value. Marketable securities and foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.
The Company's earn-out considerations were classified within Level 3. In previous years, the valuation methodology used by the Company to calculate the fair value consideration is the discounted cash flow using the Monte-Carlo simulation method by taking into account, forecast future revenues, expected volatility of 20.7 % for Netonomy and the weighted average cost of debt of 2 %.
As of December 31, 2021, no fair value measurement is required for the earn-out. See Note 4 and 11c.
| y. |
Derivatives and hedging: |
The Company accounts for derivatives and hedging based on Accounting Standards Codifiation No. 815, "Derivatives and Hedging" ("ASC No. 815").
The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. Derivative instruments that are not designated and qualified as hedging instruments must be adjusted to fair value through earnings. For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) in shareholders' equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. As a result of adopting new accounting guidance discussed in Note 2, " Recently adopted accounting pronouncements," beginning January 1, 2019, gains and losses on the derivatives instruments that are designated and qualify as a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into in the same accounting period in which the designated forecasted transaction or hedged item affects earnings.
To apply hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions.
F - 26
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| z. |
Business combinations:
|
The Company accounts for business combinations in accordance with ASC No. 805. ASC No. 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over the purchase price is recorded as goodwill and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and acquired income tax positions are to be recognized in earnings.
| aa. |
Lease: |
The company accounts for leases under ASC 842, Leases. The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of an identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout lease period, and (3) whether the Company has a right to direct the use of the asset. The Company elected to not recognize a lease liability and a right-of-use (“ROU”) asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The implicit rate within the company's operating leases is generally not determinable, therefore the Company uses it’s Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. Certain leases include options to extend or terminate the lease.
An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option.
Payments under our lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease right-of-use assets and liabilities. Variable lease payments are primarily comprised of payments affected by common area maintenance and utility charges.
F - 27
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
| ab. |
Warranty costs: |
The Company generally provides three months software and a one-year hardware assurance for its products. A provision is recorded for estimated warranty costs at the time revenues are recognized based on the Company's experience. Warranty expenses for the years ended December 31, 2021, 2020 and 2019 were immaterial.
| ac. |
Recently Issued Accounting Pronouncement Not Yet Adopted: |
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The company does not expect a material impact of ASC 2020-06 on the consolidated financial statements.
| NOTE 3: - |
AVAILABLE-FOR-SALE MARKETABLE SECURITIES
|
The following is a summary of available-for-sale marketable securities:
|
December 31, 2021
|
December 31, 2020
|
|||||||||||||||||||||||||||||||
|
Amortized cost
|
Gross unrealized gain
|
Gross unrealized
loss |
Fair
value
|
Amortized cost
|
Gross
unrealized
gain |
Gross unrealized
loss |
Fair
value
|
|||||||||||||||||||||||||
|
Available-for-sale - matures within one year:
|
||||||||||||||||||||||||||||||||
|
Corporate debentures
|
||||||||||||||||||||||||||||||||
|
Available-for-sale - matures after one year through three years:
|
||||||||||||||||||||||||||||||||
|
Governmental debentures
|
||||||||||||||||||||||||||||||||
|
Corporate debentures
|
( |
)
|
||||||||||||||||||||||||||||||
| ( |
)
|
|||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||
|
Available-for-sale - matures after three years through five years:
|
||||||||||||||||||||||||||||||||
|
Corporate debentures
|
||||||||||||||||||||||||||||||||
|
$ |
|
$ |
|
$ |
(
|
)
|
$ |
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
F - 28
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 3: - |
AVAILABLE-FOR-SALE MARKETABLE SECURITIES (Cont.)
|
As of December 31, 2021, the Company had no investments with a significant unrealized loss for more than 12 months.
As of December 31,2021, no credit loss impairment was recorded regarding the available for sale marketable securities.
| NOTE 4: - |
FAIR VALUE MEASUREMENTS
|
In accordance with ASC No. 820, the Company measures its marketable securities and foreign currency derivative instruments at fair value. Cash equivalents and available for sale marketable securities are classified within Level 1 or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
In previous years, the earn-out liability related to the acquisitions of Netonomy are classified within Level 3 because these liabilities were based on present value calculations and an external valuation model whose inputs include market interest rates, estimated operational capitalization rates and volatilities. The fair value of the consideration was determined according to discounted cash flow. As of December 31, 2021 no valuation was needed for Netonomy earn-outs.
The Company's financial net assets measured at fair value on a recurring basis, including accrued interest components, consisted of the following types of instruments as of December 31, 2021 and 2020, respectively:
|
As of December 31, 2021
|
||||||||||||||||
|
Fair value measurements using input type
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Available-for-sale marketable securities
|
$
|
$
|
$
|
$
|
||||||||||||
|
Foreign currency derivative contracts
|
||||||||||||||||
|
Total financial net assets
|
$
|
|
$
|
$
|
$
|
|||||||||||
|
As of December 31, 2020
|
||||||||||||||||
|
Fair value measurements using input type
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Available-for-sale marketable securities
|
$
|
$
|
$
|
$
|
||||||||||||
|
Foreign currency derivative contracts
|
( |
)
|
( |
)
|
||||||||||||
|
Total financial net assets
|
$
|
$
|
$
|
$
|
||||||||||||
F - 29
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 5: - |
DERIVATIVE INSTRUMENTS
|
The Company enters into hedge transactions with a major financial institution, using derivative instruments, primarily forward contracts and options to purchase and sell foreign currencies, in order to reduce the net currency exposure associated with anticipated expenses (primarily salaries and related expenses that are designated as cash flow hedges), trade receivables and forecasted revenues denominated in currencies other than U.S. dollar.
The Company currently hedges such future exposures for a maximum period of two years. However, the Company may choose not to hedge certain foreign currency exchange exposures for a variety of reasons, including but not limited to immateriality, accounting considerations and the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange rates.
The Company records all derivatives on the consolidated balance sheets at fair value in accordance with ASC No. 820 at Level 2. Cash flow hedges are recorded in other comprehensive income (loss) until the hedged item is recognized in earnings. The Company does not enter into derivative transactions for trading purposes. The net income (loss) recognized in "Financial income (expense), net" during the years ended December 31, 2021, 2020 and 2019 was $1,272 , $1,200 and $534 , respectively.
The Company had a net unrealized gain (loss) associated with cash flow hedges of $173 and ($326 ) recorded in other comprehensive loss as of December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the Company had outstanding hedge transactions in the net amount of $62,439 and $8,700 , respectively.
The fair value of the outstanding foreign exchange contracts recorded by the Company on its consolidated balance sheets as of December 31, 2021 and 2020, as assets and liabilities are as follows:
|
Foreign exchange forward and
|
December 31,
|
|||||||||
|
options contracts
|
Balance sheet
|
2021
|
2020
|
|||||||
|
Fair value of foreign exchange hedge transactions
|
Other receivables and prepaid expenses
|
$
|
$
|
|||||||
|
Fair value of foreign exchange hedge transactions
|
Other payables and accrued expenses
|
( |
)
|
( |
)
|
|||||
|
Total derivatives designated as hedging instruments
|
Other Comprehensive profit (loss)
|
$
|
$
|
( |
)
|
|||||
Gain or loss on the derivative instruments, which partially offset the foreign currency impact from the underlying exposures, reclassified from other comprehensive loss to operating expenses and cost of revenues for the years ended December 31, 2021, 2020 and 2019 were $
F - 30
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 5: - |
DERIVATIVE INSTRUMENTS (Cont.)
|
Non-designated hedges:
The Company also uses foreign currency forward contracts to mitigate variability in gains and losses generated from the re-measurement of certain monetary assets and liabilities denominated in foreign currencies. These derivatives do not qualify for special hedge accounting treatment. These derivatives are carried at fair value with changes recorded in financial income, net. Changes in the fair value of these derivatives are largely offset by the re-measurement of the underlying assets and liabilities. The derivatives have maturities of up to twelve months.
As of December 31, 2021 and 2020, the Company’s outstanding non-hedge transactions were $22,275 and $13,773 , respectively.
The fair value of the outstanding non-designated foreign exchange contracts recorded by the Company on its consolidated balance sheets as of December 31, 2021 and 2020, as assets and liabilities are as follows:
|
Foreign exchange forward and
|
December 31,
|
|||||||||
|
options contracts
|
Balance sheet
|
2021
|
2020
|
|||||||
|
Fair value of foreign exchange non-designated hedge transactions
|
Other receivables and prepaid expenses
|
$
|
$
|
|||||||
|
Fair value of foreign exchange non-designated hedge transactions
|
Other payables and accrued expenses
|
( |
)
|
( |
)
|
|||||
|
Total derivatives non-designated as hedging instruments
|
$
|
( |
)
|
$
|
( |
)
|
||||
| NOTE 6: - |
OTHER RECEIVABLES AND PREPAID EXPENSES
|
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Prepaid expenses
|
$
|
$
|
||||||
|
Government authorities
|
||||||||
|
Prepayment to OEM
|
||||||||
|
Foreign currency derivative contracts
|
||||||||
|
Short-term lease deposits
|
||||||||
|
Grants receivable from the IIA
|
|
|
||||||
|
Others
|
||||||||
|
$
|
$
|
|||||||
F - 31
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 7: - |
INVENTORIES
|
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Raw materials
|
$
|
$
|
||||||
|
Finished goods
|
||||||||
|
$
|
$
|
|||||||
As of December 31, 2021 and 2020, the finished products line item above includes deferral of the cost of goods sold for which revenue was not yet recognized in the amount of approximately $413 and $4,246 , respectively.
NOTE 8: - PROPERTY AND EQUIPMENT, NET
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Cost:
|
||||||||
|
Lab equipment
|
$
|
$
|
||||||
|
Computers and peripheral equipment
|
||||||||
|
Office furniture and equipment
|
||||||||
|
Leasehold improvements
|
||||||||
|
SECaaS equipment
|
|
|
||||||
|
Accumulated depreciation:
|
||||||||
|
Lab equipment
|
||||||||
|
Computers and peripheral equipment
|
||||||||
|
Office furniture and equipment
|
||||||||
|
Leasehold improvements
|
||||||||
|
SECaaS equipment
|
|
|
||||||
|
Depreciated cost
|
$
|
$
|
||||||
Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $4,635 , $3,704 and $2,752 , respectively.
F - 32
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 9: - |
INTANGIBLE ASSETS, NET
|
| a. |
The following table shows the Company's intangible assets for the periods presented:
|
|
Weighted Average Useful life
|
December 31,
|
|||||||||||
|
(Years)
|
2021
|
2020
|
||||||||||
|
Original Cost:
|
||||||||||||
|
Technology
|
$
|
$
|
||||||||||
|
Backlog
|
||||||||||||
|
Customer relationships
|
||||||||||||
|
Software license
|
|
|
|
|||||||||
|
IP R&D
|
||||||||||||
|
$
|
$
|
|||||||||||
|
Accumulated amortization:
|
||||||||||||
|
Technology
|
$
|
$
|
||||||||||
|
Backlog
|
||||||||||||
|
Customer relationships
|
||||||||||||
|
Software license
|
||||||||||||
|
IP R&D
|
||||||||||||
|
$
|
$
|
|||||||||||
|
Amortized cost
|
$
|
$
|
||||||||||
| b. |
Amortization expense for the years ended December 31, 2021, 2020 and 2019 were $
|
| c. |
Estimated amortization expense for the years ending:
|
|
Year ending December 31,
|
||||
|
2022
|
$
|
|||
|
2023
|
||||
|
2024
|
|
|||
|
Thereafter
|
|
|||
|
Total
|
$
|
|
||
F - 33
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 10: - |
OTHER PAYABLES AND ACCRUED EXPENSES
|
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Accrued expenses
|
$
|
|
$
|
|
||||
|
Deferred revenues from IIA
|
|
|
||||||
|
Government authorities
|
|
|
||||||
|
Foreign currency derivative contracts
|
|
|
||||||
|
Holdback and contingent earnout
|
|
|
||||||
|
Provision for returns
|
|
|
||||||
|
Advances from customers
|
|
|||||||
|
Others
|
|
|
||||||
|
$
|
|
$
|
|
|||||
| NOTE 11: - |
COMMITMENTS AND CONTINGENT LIABILITIES
|
a. Lease commitments:
The Group's facilities are leased under several lease agreements.
In addition, the Company has various operating lease agreements with respect to motor vehicles.
Lease expenses of office rent and vehicles for the years ended December 31, 2021, 2020 and 2019 were approximately $3,141 , $3,282 and $3,129 , respectively. Expenses for short- term leases in 2021 were $92 .
The following table represents the weighted-average remaining lease term and discount rate:
|
Year ended
December 31, 2021
|
|
|
Weighted average remaining lease term
|
|
|
Weighted average discount rate
|
|
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.
F - 34
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 11: - |
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
|
Maturities of operating lease liabilities were as follows:
|
Year ending December 31,
|
||||
|
2022
|
||||
|
2023
|
||||
|
2024
|
||||
|
2025
|
||||
|
2026 and thereafter
|
||||
|
Total lease payments
|
||||
|
Less - imputed interest
|
( |
)
|
||
|
Present value of lease liabilities
|
||||
During the year ended December 31, 2021 the short-term maturities of operating lease liabilities which were not recognized under ASU No. 2016-02, Leases (ASC 842) were $
b. Liens and guarantees:
As of December 31, 2021, the Company has provided bank guarantees in respect of performance obligation to customers in an aggregate amount of approximately $863 , in addition to bank guarantees in favor of leases agreements in an aggregate amount of approximately $481 .
c. Litigations:
On November 2, 2021 two founders of Netonomy Ltd., a company acquired by Allot in January, 2018, filed a civil claim against Allot, alleging that Allot breached certain clauses of the share acquisition agreement claiming damages in the amount of app. NIS 2.6 M. Allot has filed its’ defense statement refuting all claims and denying any breach and obligation to compensate. The claim is still in its preliminary stages and the results of this claim are still uncertain.
F - 35
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 12: - |
SHAREHOLDERS' EQUITY
|
| a. |
Company's shares:
|
As of December 31, 2021, the Company's authorized share capital consists of NIS
| b. |
Share option plan:
|
A summary of the Company's share option activity, pertaining to its option plans for employees and related information is as follows:
|
Year ended December 31, |
||||||||||||||||||||||||
|
2021
|
2020
|
2019
|
||||||||||||||||||||||
|
Number
of shares upon exercise
|
Weighted average exercise price
|
Number
of shares upon exercise
|
Weighted average exercise price
|
Number
of shares upon exercise
|
Weighted average exercise price
|
|||||||||||||||||||
|
Outstanding at beginning of year
|
$
|
$
|
$
|
|||||||||||||||||||||
|
Granted
|
$
|
$
|
$
|
|||||||||||||||||||||
|
Forfeited
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|||||||||||||||
|
Exercised
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
$
|
|||||||||||||||
|
Outstanding at end of year
|
$
|
$
|
$
|
|||||||||||||||||||||
|
Exercisable at end of year
|
$
|
$
|
$
|
|||||||||||||||||||||
|
Vested and expected to vest
|
$
|
$
|
$
|
|||||||||||||||||||||
The aggregate intrinsic value represents the total intrinsic value (the difference between the Company's closing share price on the last trading day of the fiscal years 2021, 2020 and 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders if all option holders exercised their options on December 31, 2021, 2020 and 2019, respectively. This amount may change based on the fair market value of the Company's share. The total intrinsic value of options outstanding as of December 31, 2021, 2020 and 2019, were $3,481 , $4,578 and $3,510 , respectively.
The total intrinsic value of exercisable options as of December 31, 2021, 2020 and 2019, were approximately $3,392 , $4,226 and $2,791 , respectively. The total intrinsic value of options vested and expected to vest as of December 31, 2021, 2020 and 2019, were approximately $3,479 , $4,568 and $3,399 , respectively.
The total intrinsic value (the difference between the Company's closing share price on the exercise date and the exercise price) of options exercised during the years ended December 31, 2021, 2020 and 2019 were approximately $4,113 , $1,437 and $769 , respectively. The number of options vested during the year ended December 31, 2021 was 22,897 . The weighted-average remaining contractual life of the outstanding options as of December 31, 2021 is 1.92 years. The weighted-average remaining contractual life of exercisable options as of December 31, 2021 is 1.88 years.
F - 36
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 12: - |
SHAREHOLDERS' EQUITY (Cont.)
|
The options outstanding as of December 31, 2021, have been classified by exercise price, as follows:
|
Exercise price
|
Shares upon exercise of options outstanding as of December 31, 2021
|
Weighted average remaining contractual life
|
Shares upon exercise of options exercisable as of December 31, 2021
|
|||||||||||
|
Years
|
||||||||||||||
|
$
|
|
|||||||||||||
|
$
|
|
|||||||||||||
|
$
|
|
|||||||||||||
|
$
|
|
|||||||||||||
|
$
|
|
|||||||||||||
The following provides a summary of the restricted share unit activity for the Company for the two years ended December 31, 2021:
|
Year ended December 31,
|
||||||||||||||||
|
2021
|
2020
|
|||||||||||||||
|
Number
of shares upon exercise
|
Weighted average share price
|
Number
of shares upon exercise
|
Weighted average share price
|
|||||||||||||
|
Outstanding at beginning of year
|
$
|
$
|
||||||||||||||
|
Granted
|
$
|
$
|
||||||||||||||
|
Vested
|
( |
)
|
$
|
( |
)
|
$
|
||||||||||
|
Forfeited
|
( |
)
|
$
|
( |
)
|
$
|
||||||||||
|
Unvested at end of year
|
$
|
$
|
||||||||||||||
As of December 31, 2021, $
Under the terms of the above option plans, options may be granted to employees, officers, directors and various service providers of the Company and its subsidiaries. The options vest over a four-year period, subject to the continued employment of the employee. The options generally expire no later than ten years from the date of the grant. The exercise price of the options at the date of grant under the plans may not be less than the nominal value of the shares into which such options are exercised, any options, which are forfeited or cancelled before expiration, become available for future grants. As of December 31, 2021, 202,910 Ordinary shares are available for future issuance under the option plans.
The Company granted 1,149,500 and 869,250 RSUs in 2021 and 2020, respectively under the 2016 option plan. RSUs vest over a period of between three to four years , subject to the continued employment of the employee. RSUs that are cancelled or forfeited become available for future grants.
F - 37
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 13: - |
TAXES ON INCOME
|
| a. |
Corporate tax rates:
|
The Israeli corporate income tax rate was
| b. |
Foreign Exchange Regulations: |
Commencing in taxable year 2012, the Company has elected to measure its taxable income and file its tax return under the Israeli Income Tax Regulations (Principles Regarding the Management of Books of Account of Foreign Invested Companies and Certain Partnerships and the Determination of Their Taxable Income) 1986 ("Foreign Exchange Regulations"). Under the Foreign Exchange Regulations, an Israeli company must calculate its tax liability in U.S. Dollars according to certain rules. The tax liability, as calculated in U.S. Dollars is translated into NIS according to the exchange rate as of December 31st of each year.
| c. |
Tax benefits under Israel's law for the Encouragement of Capital Investments, 1959 ("the Law"): |
In 1998, the production facilities of the Company related to its computational technologies were granted the status of an "Approved Enterprise" under the Law. In 2004, an expansion program was granted the status of "Approved Enterprise". According to the provisions of the Law, the Company has elected the alternative track of benefits and has waived Government grants in return for tax benefits. The period of tax benefits, detailed above, is limited to the earlier of 12 years from the commencement of production, or 14 years from the approval date.
According to the provisions of the Law under the alternative track, the Company's income attributable to the Approved Enterprise program may be tax-exempt for a period of years commencing with the year it first earns taxable income, and subject to corporate taxes at the reduced rate of 10 % to 25 %, for an additional period of to years depending upon the level of foreign ownership of the Company.
The Law was significantly amended effective April 1, 2005 ("the 2005 - Amendment"). The 2005 - Amendment includes revisions to the criteria for investments qualified to receive tax benefits as a Beneficiary Enterprise and among other things, simplifies the approval process. The Company elected 2006 and 2009 as "year of election" under the 2005 - Amendment. As of December 31, 2021 the Beneficiary Enterprise programs are no longer in effect as the 12-year activation period commencing on the election year has ended.
In addition, the 2005-Amendment provides that terms and benefits included in any letter of approval already granted will remain subject to the provisions of the Law as they were on the date of such approval. Therefore, the Company's existing Approved Enterprise will generally not be subject to the provisions of the 2005 - Amendment.
F - 38
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 13: - |
TAXES ON INCOME (Cont.)
|
The entitlement to the Approved Enterprise benefits is contingent upon the fulfillment of the conditions stipulated in the Law, regulations published thereunder, and the criteria set forth in the specific letters of approval. In the event of failure to comply with these conditions, the benefits may be canceled, and the Company may be required to refund the amount of the benefits, in whole or in part, including interest and linkage to changes in the Israeli CPI. As of December 31, 2021, management believes that the Company meets the aforementioned conditions.
If the Company pays a dividend out of exempt income derived from the Approved, it will be subject to corporate tax in respect of the gross amount distributed, including any taxes thereon, at the rate which would have been applicable had it not enjoyed the alternative benefits, generally 10%-25%, depending on the percentage of the Company's Ordinary shares held by foreign shareholders. Following amendment 74 to the Law as part of the Law for Economic Efficiency (Legislative Amendments for Attaining the Budget Goals for Fiscal Years 2021 and 2022), 2021 which was enacted in November 2021, any dividends distributed, or deemed as distributed under the Law, after August 15, 2021, by a company which earned exempt income, which it did not elect to release under the terms of amendment 74, will be allocated pro-rata between exempt income and other sources and taxed accordingly. The dividend recipient is subject to withholding tax at the rate of 15 % applicable to dividends from approved enterprises, if the dividend is distributed during the tax exemption period or within twelve years thereafter. The Company currently has no plans to distribute dividends and intends to retain future earnings to finance the development of its business.
As of December 31, 2021, there is no exempt income earned by the Company “Approved Enterprises”.
Income from sources other than the "Approved Enterprise" during the benefit period will be subject to tax at the regular corporate tax rate.
As of January 1, 2011, new legislation amending the Law came into effect (the "2011 Amendment"). The 2011 Amendment introduced a new status of "Preferred Company" and "Preferred Enterprise", replacing the then existing status of "Beneficiary Company" and "Beneficiary Enterprise".
A Preferred Company is an industrial company owning a Preferred Enterprise which meets certain conditions (including a minimum threshold of 25% export).
Under the 2011 Amendment, a uniform corporate tax rate will apply to all qualifying income of the Preferred Company. The uniform corporate tax rate is 7.5 16
A dividend distributed from income which is attributed to a Preferred Enterprise/Special Preferred Enterprise will be subject to withholding tax at source at the following rates: (i) Israeli resident corporation – 0 20 20
F - 39
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 13: - |
TAXES ON INCOME (Cont.)
|
In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which includes Amendment 73 to the Law for the Encouragement of Capital Investments ("the 2016 - Amendment") was published.
The December 2016 amendment prescribes special tax tracks for technological enterprises, the tax tracks under the amendment are as follows:
Preferred technological enterprise - an enterprise whose total consolidated revenues is less than NIS 10 billion. A preferred technological enterprise, located in the center of Israel will be subject to tax at a rate of 12 % on profits derived from intellectual property as defined in the Law and the regulations promulgated thereunder (in development area A - a tax rate of 7.5%).
Special preferred technological enterprise - an enterprise whose total consolidated revenues exceeds NIS 10 billion. Such enterprise will be subject to tax at a rate of 6 % on profits derived from intellectual property, regardless of the enterprise’s geographical location. Income of the Preferred Technological Enterprise or a Special Preferred Technological Enterprise, which is not derived from its intellectual property is subject to tax at the ordinary corporate tax rate.
Under the transition provisions of the 2016 Amendment, the Company may decide to irrevocably implement the tax tracks available under the 2016 Amendment, while waiving benefits provided under the prior tax tracks it obtained under the Law, or to remain subject to the prior tax tracks it obtained under the Law.
| d. |
Tax benefits under the law for the Encouragement of Industry (Taxes), 1969 (the "Encouragement Law"): |
The Encouragement Law, provides several tax benefits for industrial companies. An industrial company is defined as a company resident in Israel, at least 90% of the income of which in a given tax year exclusive of income from specified Government loans, capital gains, interest and dividends, is derived from an industrial enterprise owned by it. An industrial enterprise is defined as an enterprise whose major activity in a given tax year is industrial production activity.
Management believes that the Company is currently qualified as an "industrial company" under the Encouragement Law and as such, enjoys tax benefits, including: (1) deduction of purchase of know-how and patents and/or right to use a patent over an -year period; (2) the right to elect, under specified conditions, to file a consolidated tax return with additional related Israeli industrial companies and an industrial holding company; (3) accelerated depreciation rates on equipment and buildings; and (4) expenses related to a public offering on the Tel-Aviv Stock Exchange and on recognized stock markets outside of Israel, are deductible in equal amounts over years.
Eligibility for benefits under the Encouragement Law is not subject to receipt of prior approval from any governmental authority. No assurance can be given that the Israeli tax authorities will agree that the Company qualifies, or, if the Company qualifies, then the Company will continue to qualify as an industrial company or that the benefits described above will be available to the Company in the future.
F - 40
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 13: - |
TAXES ON INCOME (Cont.)
|
| e. |
Pre-tax income (loss) is comprised as follows:
|
|
Year ended
December 31,
|
||||||||||||
|
2021 |
2020 |
2019 |
||||||||||
|
Domestic
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
|||
|
Foreign
|
||||||||||||
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
||||
| f. |
A reconciliation of the theoretical tax expenses, assuming all income is taxed at the statutory tax rate applicable to the income of the Company and the actual tax expenses is as follows:
|
|
Year ended
December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Loss before taxes on income
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
|||
|
Theoretical tax income computed at the Israeli statutory tax rate (23% for the years 2021, 2020 and 2019, respectively)
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
|||
|
Changes in valuation allowance
|
||||||||||||
|
Increase in losses and temporary differences due to change in Israeli corporate and “Approved Enterprise" tax
|
||||||||||||
|
Write off of prepaid and withholding taxes
|
||||||||||||
|
Foreign tax rates differences related to subsidiaries
|
||||||||||||
|
Non-deductible expenses
|
||||||||||||
|
Capital note release taxes
|
||||||||||||
|
Other expenses and Exchange rate differences
|
( |
)
|
( |
)
|
||||||||
|
Non-deductible share-based compensation expense
|
||||||||||||
|
Change in expense associated with tax positions for current year
|
||||||||||||
|
Actual tax expense
|
$
|
$
|
$
|
|||||||||
F - 41
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 13: - |
TAXES ON INCOME (Cont.)
|
| g. |
Income tax expense is comprised as follows:
|
|
Year ended December 31, |
||||||||||||
| 2021 | 2020 | 2019 | ||||||||||
|
Current taxes
|
$
|
$
|
|
|||||||||
|
Deferred taxes expense (benefit)
|
( |
) | ||||||||||
|
Taxes in respect of previous years
|
||||||||||||
|
Write off of prepaid and withholding taxes
|
||||||||||||
|
Change in expense associated with tax positions for current year
|
||||||||||||
h. Net operating losses carry forward:
The Company has accumulated net operating losses for Israeli tax purposes as of December 31, 2021, in the amount of approximately $64,943 , which may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2021, the Company recorded a full valuation allowance with respect to its deferred tax assets in Allot Ltd. and wrote-off prepaid and withholding taxes of $5,662 as the Company does not expect to utilize these tax assets in the near future. In addition, the Company has accumulated capital losses for tax purposes as of December 31, 2021, of approximately $26,966 , which may be carried forward and offset against taxable capital gains in the future for an indefinite period. Management currently believes that since the Company has a history of losses, and uncertainty with respect to future taxable income, it is more likely than not that the deferred tax assets regarding the loss carry forwards will not be utilized in the foreseeable future. Thus, a valuation allowance was provided to reduce deferred tax assets to their realizable value.
The U.S. subsidiary has accumulated losses for U.S. federal income tax return purposes of approximately $3,856 and $5,483 for state taxes. The federal accumulated losses for tax purposes expire between and . The state accumulated losses for tax purposes began to expire in 2014. As of December 31, 2021, the Company recorded a valuation allowance with respect to its deferred tax assets in the US Subsidiary.
A portion of the losses are subject to limitations of Internal Revenue Code, Section 382, which in general provides that utilization of net operating losses is subject to an annual limitation if an ownership change results from transactions increasing the ownership of certain shareholders or public groups in the share of a corporation by more than 50 percentage points over a three-year period. The annual limitations may result in the expiration of losses before utilization.
F - 42
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 13: - |
TAXES ON INCOME (Cont.)
|
| i. |
Deferred income taxes:
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred income taxes are as follows:
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Operating and capital loss carryforwards
|
$
|
$
|
||||||
|
Research and development
|
||||||||
|
Employee benefits
|
||||||||
|
Intangible assets
|
||||||||
|
Other temporary differences mainly relating to reserve and allowances
|
||||||||
|
Deferred tax asset before valuation allowance
|
||||||||
|
Valuation allowance
|
( |
)
|
( |
)
|
||||
|
Deferred tax asset net of valuation allowance
|
||||||||
|
Deferred tax liability:
|
||||||||
|
Intangible assets
|
||||||||
|
Other temporary differences mainly relating to reserve and allowances
|
||||||||
|
Net deferred tax asset
|
$
|
$
|
||||||
As of December 31, 2021, the Company has provided a valuation allowance of approximately $30 million in respect of the Company’s deferred tax assets resulting from tax loss carryforwards and other temporary differences. Realization of deferred tax assets is dependent upon future earnings, if any, the time and amount of which are uncertain. As the Company has accumulated net operating losses for Israeli tax purposes as of December 31, 2021, in the amount of approximately $
| j. |
As of December 31, 2021, the Company’s provision in respect of ASC 740-10 is $
|
The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Israel, France, Spain, Japan and the United States. With a few exceptions, the Company is no longer subject to Israeli tax assessment through the year 2016 and the Spanish and U.S. subsidiaries have final tax assessments through 2016 and 2017, respectively. The Company is currently under audit by the Israeli Tax Authorities for the years 2017– 2020.
F - 43
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 14: - |
GEOGRAPHIC INFORMATION
|
Allot operates in a single reportable segment. Revenues are based on the location of the Company's channel partners which are considered as end customers, as well as direct customers of the Company:
|
Year ended
December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Europe
|
$
|
$
|
$
|
|||||||||
|
Asia and Oceania
|
||||||||||||
|
Americas
|
||||||||||||
|
Middle East and Africa
|
||||||||||||
|
$
|
$
|
$
|
||||||||||
The following table sets forth the customers that represented 10% or more of the Company’s total revenues in each of the periods set forth below:
|
Year ended
December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
1st Customer
|
%
|
%
|
%
|
|||||||||
|
2nd Customer
|
%
|
%
|
||||||||||
|
%
|
%
|
%
|
||||||||||
A total percentage of 72 %, 83 % and 76 % of the Company’s revenues for the years ended December 31, 2021, 2020 and 2019, respectively are attributed to network intelligence solutions, while 28 %, 17 % and 24 % are attributed to security solutions for the years ended December 31, 2021, 2020 and 2019, respectively.
The following presents total long-lived assets as of December 31, 2021 and 2020:
|
December 31,
|
||||||||
|
2021
|
2020
|
|||||||
|
Long-lived assets:
|
||||||||
|
Israel
|
$
|
$
|
||||||
|
Other
|
||||||||
|
$
|
$
|
|||||||
F - 44
ALLOT LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
| NOTE 15: - |
FINANCIAL INCOME (EXPENSES), NET
|
|
Year ended
December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Financial income:
|
||||||||||||
|
Interest income
|
$
|
$
|
$
|
|||||||||
|
Exchange rate differences and other
|
||||||||||||
|
Financial expenses:
|
||||||||||||
|
Exchange rate differences and other
|
||||||||||||
|
Amortization/accretion of premium/discount on marketable securities, net
|
||||||||||||
|
$
|
$
|
$
|
||||||||||
NOTE 16: - EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net loss per share:
|
Year ended
December 31,
|
||||||||||||
|
2021
|
2020
|
2019
|
||||||||||
|
Numerator:
|
||||||||||||
|
Net loss
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
|||
|
Denominator:
|
||||||||||||
|
Weighted average number of shares outstanding used in computing basic and diluted net loss per share
|
||||||||||||
|
Basic and diluted net loss per share
|
$
|
( |
)
|
$
|
( |
)
|
$
|
( |
)
|
|||
NOTE 17: - RELATED PARTIES BALANCES AND TRANSACTIONS
The Company’s board approved Galil Software pursuant to which the Company acquired services amounting to approximately $
As of December 31, 2020 and 2021, the Company had other payables balance due to its related party in amount of approximately $ 40 and $ 118 , respectively.
NOTE 18: - SUBSEQUENT EVENT
On February 14, 2022, the Company entered into a securities purchase agreement with Lynrock Lake Master Fund LP (the “Purchaser”), providing for the issuance to the Purchaser of a senior unsecured convertible promissory note, convertible into the Company’s ordinary shares, par value NIS
F - 45
TABLE OF CONTENTS
Part IItem 1: Identity Of Directors, Senior Management and AdvisersItem 2: Offer Statistics and Expected TimetableItem 3: Key InformationItem 4: Information on AllotItem 4A: Unresolved Staff CommentsItem 5: Operating and Financial Review and ProspectsItem 6: Directors, Senior Management and EmployeesPart Time Employee 29 30 38Part Time EmployeeItem 7: Major Shareholders and Related Party TransactionsItem 8: Financial InformationItem 9: The Offer and ListingItem 10: Additional InformationItem 11: Quantitative and Qualitative Disclosures About Market RiskItem 12: Description Of Securities Other Than Equity SecuritiesPart IIItem 13: Defaults, Dividend Arrearages and DelinquenciesItem 14: Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15: Controls and ProceduresItem 16: ReservedItem 16A: Audit Committee Financial ExpertItem 16B: Code Of EthicsItem 16C: Principal Accountant Fees and ServicesItem 16D: Exemptions From The Listing Standards For Audit CommitteesItem 16E: Purchase Of Equity Securities By The Company and Affiliated PurchasersItem 16F: Change in Registrant S Certifying AccountantItem 16G: Corporate GovernanceItem 16H: Mine Safety DisclosureItem 16I: Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 17: Financial StatementsItem 18: Financial StatementsItem 19: ExhibitsNote 1: - GeneralNote 1: - General (cont.)Note 2: - Significant Accounting PoliciesNote 2: - Significant Accounting Policies (cont.)Note 3: - Available-for-sale Marketable SecuritiesNote 3: - Available-for-sale Marketable Securities (cont.)Note 4: - Fair Value MeasurementsNote 5: - Derivative InstrumentsNote 5: - Derivative Instruments (cont.)Note 6: - Other Receivables and Prepaid ExpensesNote 7: - InventoriesNote 8: - Property and Equipment, NetNote 9: - Intangible Assets, NetNote 10: - Other Payables and Accrued ExpensesNote 10: -Note 11: - Commitments and Contingent LiabilitiesNote 11: -Note 11: - Commitments and Contingent Liabilities (cont.)Note 12: - Shareholders' EquityNote 12: -Note 12: - Shareholders' Equity (cont.)Note 13: - Taxes on IncomeNote 13: -Note 13: - Taxes on Income (cont.)Note 14: - Geographic InformationNote 14: -Note 15: - Financial Income (expenses), NetNote 15: -Note 16: - Earnings (loss) Per ShareNote 17: - Related Parties Balances and TransactionsNote 18: - Subsequent Event